ROBECO XXXXX XXXX AND XXXXX INVESTMENTS
ROBECO BOSTON PARTNERS
AS DIVISIONS OF
ROBECO INVESTMENT MANAGEMENT, INC.
AND
ROBECO SECURITIES, LLC
CODE OF ETHICS
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Robeco Xxxxx Xxxx & Xxxxx Investments ("Robeco WPG"), Robeco Boston Partners
("Robeco BP"), each a division of Robeco Investment Management, Inc. (and
together "RIM") and Robeco Securities, LLC, (together "RUSA"), have built a
reputation for integrity and professionalism among its clients. We value the
confidence and trust those clients have placed in us and strive to protect that
trust. This Code of Ethics (the "Code") is our commitment to protecting our
clients' trust by establishing formal standards for general personal and
professional conduct. Furthermore, this Code does not attempt to identify all
potential conflicts of interest or conduct abuses, and violations regarding the
spirit of the Code may be subject to disciplinary action. Questions regarding
the interpretation of the Code or its application to particular conduct should
be addressed with Legal or Compliance.
A. APPLICABILITY AND DEFINITIONS
This Code and all sections, unless specifically noted otherwise, apply to all
Supervised Persons.
"SUPERVISED PERSONS" for purposes of this Code means:
1. Directors, and officers of RUSA (or other persons occupying a similar
status or performing similar functions);
2. Employees of RIM and registered representatives of Robeco Securities LLC
(collectively "Employees");
3. Any other person who provides investment advisory advice on behalf of RUSA
and is subject to RUSA's supervision and control; and
4. Certain other persons designated by the Compliance Department, such as
temporary/contract workers who support our businesses.
"ACCESS PERSON" for purposes of this Code means any Supervised Person:
1. Who has access to non-public information regarding any client's purchases
or sales of securities, or
2. Who has non-public information regarding the portfolio holdings of any
mutual fund, managed account, or private investment fund managed by RIM
("client accounts"); or
3. Who is involved in making securities recommendations to clients or who has
access to such recommendations that are nonpublic; or
4. Who is a director or officer of RUSA, by virtue of the fact that RIM's
primary business is providing investment advice. Excepted from this
requirement are Management Board
Directors of RIM who are not involved in the day-to-day business activities
of the firm or have access to confidential information regarding client
securities holdings, transactions, or recommendations. Also exempted from
this requirement are Robeco Investment Funds' directors who are not
employees of RIM nor have access to confidential information regarding
client securities holdings, transactions or recommendations; or
5. Certain other persons designated by the Compliance Department, such as
temporary/contract workers who support our businesses.
The Compliance Department will notify all individuals of their status as either
a Supervised Person or an Access Person on an annual basis as well as at the
time of any status change.
B. STANDARDS OF BUSINESS CONDUCT
The following principles are intended to guide in the applicability of this Code
of Ethics:
1. RIM is a fiduciary and its Supervised Persons have a duty to act for the
benefit of RIM's clients and shall at all times place the financial
interests of the client ahead of itself;
2. XXXX holds all Supervised Persons responsible to high standards of
integrity, professionalism, and ethical conduct; and
3. RUSA fosters a spirit of cohesiveness and teamwork while ensuring the fair
treatment of all Supervised Persons.
C. COMPLIANCE WITH FEDERAL SECURITIES LAWS
All Supervised Persons must comply with applicable federal securities laws. The
applicable laws are designed to prevent the following practices, which should
not be viewed as all encompassing and are not intended to be exclusive of
others.
Supervised Persons must never:
o Defraud any client in any manner;
o Mislead any client, including by making a statement that omits
material facts;
o Engage in any act, practice or course of conduct which operates or
would operate as a fraud or deceit upon any client, including
misappropriation of an investment opportunity;
o Engage in any manipulative practice with respect to any client or
security, including price manipulation.
D. CONFLICTS OF INTEREST
As a fiduciary, RIM has an affirmative duty of care, loyalty, honesty to its
clients and a duty of utmost good faith to act in the best interests of RIM's
clients. Compliance with this fiduciary responsibility can be accomplished by
avoiding conflicts of interest and by fully, adequately, and fairly disclosing
all material facts concerning any conflict which arises with respect to any
client.
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The following specific guidelines should not be viewed as all encompassing and
are not intended to be exclusive of others:
o No Supervised Person shall take inappropriate advantage of their
position with respect to a client, advancing their position for
self-gain.
o No Supervised Person shall use knowledge about pending or currently
considered client securities transactions to profit personally as a
result of such transactions.
o All securities transactions affected for the benefit of a client
account shall avoid inappropriate favoritism of one client over
another client.
o All securities transactions affected for the benefit of a Supervised
Person shall be conducted in such a manner as to avoid abuse of that
individual's position of trust and responsibility.
E. CONFIDENTIALITY
RUSA generates, maintains, and possesses information that it views as
proprietary, and it must be held strictly confidential by all Supervised
Persons. This information includes, but is not limited to:
o the financial condition and business activity of RUSA or any
enterprise with which RUSA is conducting business.
o investment management agreements and partnership agreements;
o client lists and client specific information;
o holdings in client accounts;
o research analyses and trading strategies;
o investment performance;
o internal communications;
o legal advice; and
o computer access codes.
Supervised Persons may not use proprietary information for their own benefit or
for the benefit of any party other than the client. Failure to maintain the
confidentiality of this information may have serious detrimental consequences
for RUSA, its clients, and the Supervised Person who breached the confidence.
In order to safeguard RUSA's proprietary information, Supervised Persons are
expected to abide by the following:
o Never share proprietary information with anyone at RUSA except on a
needs-to-know basis.
o Never disclose proprietary information to anyone outside of RUSA,
except in connection with RUSA's business and in a manner consistent
with the client's interests, or unless required in order to make a
statement not misleading, or to otherwise comply with the law.
o Disclosing proprietary information in connection with RUSA's business
is permissible in accordance with RIM's Selective Disclosure Policy,
RIM's Investment Recommendations Policy, RIM's Privacy and Disposal
Policy, and RIM's Media Policy.
o Never remove any proprietary information from RUSA's premises, unless
absolutely necessary for business purposes (and, if so, the
information must be kept in the
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possession of the Supervised Person or in a secure place at all times
and returned promptly to RUSA's premises);
o Exercise caution in displaying documents or discussing information in
public places such as in elevators, restaurants, or airplanes, or in
the presence of outside vendors or others not employed by RIM;
o Exercise caution when using e-mail, cellular telephones, facsimile
machines or messenger services;
o Never leave documents containing proprietary information in conference
rooms, wastebaskets, or desks, or anywhere else where the information
could be seen or retrieved;
o Never disclose computer or voicemail passwords or website access codes
to anyone else at RUSA or outside of RUSA; and
RUSA's restrictions on the use of proprietary information continue in effect
after termination of employment with RIM, unless specific written permission is
obtained from the General Counsel. For purposes of clarification, the terms of
any separate confidentiality agreement between an Employee and RIM or any of its
affiliates shall supersede this general restriction, to the extent applicable.
Any questions regarding policies and procedures on the use of proprietary
information should be brought to the attention of the General Counsel or the
CCO.
F. EMPLOYEE PERSONAL SECURITIES MONITORING
DEFINITIONS
"COVERED SECURITY" shall include any type of equity or debt instrument,
including any rights, warrants, derivatives, convertibles, options, puts, calls,
straddles, exchange trades funds, shares of closed-end mutual funds, shares of
open end mutual funds that are advised or sub advised by RIM, WPG, or
Robeco-Sage, its affiliates or, in general, any interest or investment commonly
known as a security.
"NON-COVERED SECURITY" shall include shares of open-ended mutual funds that are
not advised or sub-advised by RIM or its affiliates,, direct obligations of the
US government, bankers' acceptances, bank certificates of deposit, commercial
paper, high quality short-term debt instruments, including repurchase
agreements, which have a maturity at issuance of less than 366 days and that are
rated in one of the two highest rating categories by a Nationally Recognized
Statistical Rating Organization ("NRSRO").
"INVESTMENT PERSONNEL" shall include portfolio managers, securities analysts,
traders and any other person who provides information or advice to portfolio
managers, or who helps execute or implement the portfolio manager's decisions as
designated by the Compliance Department.
"BENEFICIAL INTEREST" shall include any Covered Security in which a Supervised
Person has an opportunity directly or indirectly to provide or share in any
profit derived from a transaction in a Covered Security, including:
o accounts personally held by the Supervised Person;
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o accounts held by the Supervised Person's immediate family members
related by blood or marriage sharing the same household;
o any person or organization (such as an investment club) with whom a
Supervised Person has an opportunity to directly or indirectly share
in any profit from a transaction in a Covered Security; or
o any trusts of which a Supervised Person is trustee.
"DESIGNATED BROKER/DEALER" is one who has contracted with RIM to make available
Supervised Persons' investment accounts, statements and confirmations via
electronic download. A list of designated broker/dealers is available upon
request from the Compliance Department.
"OUTSIDE ACCOUNT" shall include any Supervised Person's Covered Securities
account not held at a Designated Broker/Dealer.
1. ACCESS TO SUPERVISED PERSONS' ACCOUNTS, CONFIRMATIONS AND STATEMENTS
Supervised Persons are required to maintain all discretionary or
non-discretionary securities or commodities accounts with a Designated
Broker/Dealer, unless prior written permission to maintain account(s)
outside of a Designated Broker/Dealer has been granted by the
Compliance Department. This includes any account over which the
Supervised Person has the power to exercise investment control,
including but not limited to accounts in which the Supervised Person
has a direct or indirect Beneficial Interest. If an Outside Account is
approved, the Supervised Person must instruct their broker to send
duplicate statements and confirmations to RIM's Compliance Department.
All Supervised Persons whose accounts are custodied outside of RIM's
Designated Broker/Dealer(s) must instruct their broker to submit
copies of confirmations and/or account statements to:
Robeco Investment Management
Compliance Department
P.O. Box 962188
Boston, MA 02196-2188
The CCO, or designee, will supervise the review of all confirmations
and/or account statements to ensure the required pre-approvals were
obtained and to verify the accuracy of the information submitted in
the quarterly reports.
2. INVESTMENT ACTIVITIES
o Supervised Persons may not offer investment advice or manage any
person's portfolio in which he/she does not have a beneficial
interest without prior written approval.
o Supervised Persons may not participate in an investment club
without prior written approval.
3. PRE-CLEARANCE
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Unless otherwise noted, the following provisions apply to all Covered
Securities beneficially owned by Supervised Persons:
A. COVERED SECURITIES TRANSACTIONS
Mandatory written/electronic pre-clearance prior to the execution
of any transaction involving a Covered Security. The CCO, or
designee, may approve transactions. See Section 6 for exemptions.
B. APPROVALS
Pre-clearance is valid only for the day of approval. If the trade
is not executed on the approved date, the pre-clearance process
must be repeated PRIOR TO execution on the day the transaction is
to be effected.
C. INITIAL PUBLIC OFFERING (IPO) TRANSACTIONS
Mandatory written/electronic pre-clearance prior to participation
in an IPO, except for Government Bonds and Municipal Securities.
Approval is determined on a case-by-case basis; documentation
supporting the decision rationale will be maintained on all
requests.
D. PRIVATE LIMITED OPPORTUNITY INVESTMENTS
Mandatory written/electronic pre-clearance prior to the execution
of any private limited opportunity investment in a security.
Private limited opportunity investments include, but are not
limited to, private investments in hedge funds and Delaware
Statutory Trusts, as well as any private business investment in a
security, including a family business. Any questions regarding
whether or not a particular investment requires written/electronic
consent should be addressed with the CCO or designee prior to
investment. Approval is determined on a case-by-case basis;
documentation supporting the decision rationale will be maintained
on all requests.
E. SHORT SALES/COVER SHORTS/OPTIONS
Mandatory written/electronic pre-clearance prior to execution of
any personal transaction involving a short position or option
position. Supervised Persons may not sell a security short if it
is currently held long in a client account. This prohibition
includes writing naked call options or buying naked put options.
Approval is determined based on the underlying security and
transactions are subject to all blackout policies including the
short term profit prohibition.
F. GIFTS OF SECURITIES
Gifts of securities do not need pre-clearance but must be reported
on quarterly transaction and annual holdings statements.
4. HOLDING PERIODS
Unless otherwise noted, the following provisions apply to all Covered
Securities beneficially owned by Supervised Persons:
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A. Supervised Persons may not profit from the purchase and sale, or
sale and purchase, of the same (or equivalent) securities within
30 calendar days. "Equivalent" security means any option, warrant,
convertible security, stock appreciation right, or similar right
with an exercise or conversion privilege at a price related to the
subject security or similar securities with a value derived from
the value of the subject security.
B. Multiple purchases/sales of the same or equivalent security will
be considered on a First-In-First-Out ("FIFO") basis.
C. Closing transactions resulting in a loss may be made after a
holding period of one day.
D. Day trading is prohibited.
5. BLACK OUT PERIODS
A. No purchase or sale of any Covered Security for which an open
order currently exists.
B. Investment Personnel are prohibited from purchasing or selling any
Covered Security for which they have responsibility for a Client
Transaction or should have knowledge that the security may be
under active consideration within 3 days before a "Client
Transaction."
C. Supervised Persons are prohibited from purchasing or selling any
Covered Security that is also held in client accounts within 3
calendar days after a "Client Transaction."
"Client Transaction" is generally defined as any trade across
all or a significant number of portfolios in one strategy
whereby the Covered Security: 1) has been newly established,
or 2) the percent holding has been increased or decreased, 3)
or a new account is being funded and a significant position,
as determined by RIM, is being established.
6. EXEMPT TRANSACTIONS
Outlined below are certain exemptions to the Code; however, such
exemptions may be withheld by RIM in its sole discretion. Additional
exceptions may be permitted on a case-by-case basis to any provision
in this Code when the circumstances of the situation strongly support
an exemption. Exemptions are also attached as Exhibit A in grid
format.
A. BLACK OUT PERIOD EXEMPTIONS
The following transactions are exempt from the Black Out Period
provisions as defined in Section 5.
Covered Security transactions for which a Supervised Person has
requested and received preclearance from the Compliance
Department and for which the
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Supervised Person is not the Portfolio Manager or other
Investment Person directly responsible for recommending,
approving/initiating, or executing the client transaction
B. PRE-CLEARANCE AND BLACK OUT PERIOD EXEMPTIONS
The following transactions are exempt from the Pre-Clearance
provisions as defined in Section 3 and from the Black Out Period
provisions as defined in Section 5.
These transactions are NOT exempt from Holding Period provisions
as defined in Section 4 or from the Reporting provisions as
defined in Section 7.
1. Purchases and Sales of shares of mutual funds advised or
sub-advised by RIM or its affiliates.
2. Purchases and sales involving a LONG* position in a common
stock, exchange-traded fund, or a closed end fund when:
i) the market cap is in excess of $3 billion; AND
ii) the aggregate share amount across all beneficially
owned accounts is 1,000 shares or fewer over a 30-day
period.
* Note, this exemption does not apply to short positions or
options.
C. PRE-CLEARANCE, HOLDING, AND BLACK OUT PERIOD, PERIOD EXEMPTIONS
The following transactions are exempt from all Pre-Clearance
provisions defined in Section 3, Holding Period provisions as defined
in Section 4, and Black Out Period provisions as defined in Section 5.
These transactions are NOT exempt from the Reporting provisions as
defined in Section 7.
1. Covered Security transactions executed on a fully
discretionary basis by a Registered Investment Adviser
(other than RIM) on behalf of a Supervised Person and a
letter stating such is maintained in the file.
2. Purchases and sales of Exchange traded funds ("ETFs") or
options on ETFs. (*Exemption applies to 30 day hold for
profit, does not apply to prohibition of day trading. Day
trading of ETFs or options on ETFs is prohibited.)
3. Purchases or sales effected in any account over which there
is no direct or indirect influence or control;
4. Purchases or sales that are non-volitional such as margin
calls, stock splits, stock dividends, bond maturities,
automatic dividend reinvestment plans, mergers,
consolidations, spin-offs, or other similar corporate
reorganizations or distributions generally applicable to all
holders of the same class of securities;
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5. Systematic investment plans provided the CCO, or designee,
has been previously notified of the participation in the
plan;
6. Any acquisition of a Covered Security through the exercise
of rights issued pro rata to all holders of the class, to
the extent such rights were acquired in the issue (and not
through the acquisition of transferable rights);
7. Transactions by an Investment Person acting as a portfolio
manager for, or who has a beneficial interest in an
investment limited partnership or investment company where
XXX is the contractual investment adviser or for or any
account in which RIM has a proprietary interest.
7. REPORTING REQUIREMENTS
A. QUARTERLY TRANSACTION REPORTS
All Supervised Persons must submit to the Compliance Department a
report of every Covered Security transaction, IPO, Private Limited
Opportunity Investment, and Gift of Covered Securities in which they
received/participated or in which they beneficially owned/participated
during the calendar quarter no later than 30 days after the end of
that quarter.
The report shall include the following:
1. The name of the security, the date of the transaction, the
interest rate and maturity (if applicable), the number of
shares, and the principal amount of each Covered Security
involved;
2. The nature of the transaction (i.e., purchase, sale or other
type of acquisition or disposition);
3. The price at which the transaction was effected;
4. The name of the broker, dealer, or bank through which the
transaction was effected;
5. Factors relevant to a potential conflict of interest,
including the existence of any substantial economic
relationship between the transaction and securities held or
to be acquired by an investment company, private account, or
limited investment partnership managed by RIM.
6. With respect to any account established by an Access Person
during the quarter, the name of the broker, dealer, or bank
with whom the account was established;
7. The date the account was established; and
8. The date the report was submitted.
ACCOUNTS HELD AT DESIGNATED BROKER/DEALERS EXCEPTION
For securities transactions for which the Compliance Department has
direct access through a Designated Broker/Dealer electronic
confirmation, such electronic access is deemed to be sufficient
reporting to comply with the above requirement. It is the
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responsibility of each Supervised Person to verify that the Compliance
Department has this required access prior to taking advantage of this
exception.
B. INITIAL HOLDINGS REPORT
All Access Persons shall disclose to the CCO, or designee, no later
than 10 days after becoming an Access Person, a listing of Covered
Securities beneficially owned as of a date no more than 45 days before
the report is submitted.
The report shall include the following:
1. The name of the security, the number of shares, and the
principal amount of each Covered Security in which the
Access Person had any direct or indirect beneficial
ownership when the person became an Access Person;
2. The name of any broker, dealer, or bank with whom the Access
Person maintained an account in which any securities are
held for the direct or indirect benefit of the Access Person
as of the date the person became an Access Person; and
3. The date the report is submitted.
The CCO, or designee, will review all Initial Holdings Reports in an
effort to monitor potential conflicts of interest.
C. ANNUAL HOLDINGS REPORTS
Annually, on a date determined by the CCO, Access Persons shall
deliver to the CCO, or designee, a listing of Covered Securities
beneficially owned that must be current as of a date no more than 45
days before the report is submitted.
The report shall include the following:
1. The name of the security, the number of shares, and the
principal amount of each Covered Security in which the
Access Person had any direct or indirect beneficial
ownership;
2. The name of any broker, dealer, or bank with whom the Access
Person maintains an account in which any securities are held
for the direct or indirect benefit of the Access Person; and
3. The date the report is submitted.
The CCO, or designee, will review all Annual Holdings Reports in an
effort to understand the full nature of the Access Person's current
holdings.
8. RESTRICTED SECURITIES LIST
The Compliance Department maintains a Restricted Security List (the
"Restricted List") which includes all securities where a Supervised
Person has, or is in a position to receive, material non-public
information about a company, such as information about a company's
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earnings or dividends, as a result of a special relationship between
RUSA or a Supervised Person and the company.
If a Supervised Person knows or believes they have material,
non-public information, they must immediately notify the Legal or
Compliance Department. The decision whether to place a security on the
Restricted List and the amount of time a security will remain on the
Restricted List is made by the Legal Department.
If it is determined that the Supervised Person is in possession of
material, non-public information, the Compliance Department will
establish a "Protective Wall" around the Supervised Person, to the
extent reasonably possible. In order to avoid inadvertently imposing
greater restrictions on trading than are necessary, a Supervised
Person may not discuss this information with anyone without the
approval of the Legal Department. In addition, Supervised Persons
having access to the Restricted List are to be reminded that the
securities on the list are confidential and proprietary and should not
be disclosed to anyone without the prior approval of the Legal
Department.
When an order is received from a Supervised Persons in a security on
the Restricted List, the Preclearance System will automatically flag
the transaction. The Compliance Department maintains procedures for
adding securities to the Restricted List as well as, monitoring, and
removal of those securities from the list.
9. ACTIVITY REVIEW
RUSA has adopted an approach requiring the Compliance Department to
monitor employee trading activity with particular focus on trading
which may be unusual for a particular Supervised Person either because
of the size of the position bought or sold, the frequency of the
activity, or the nature of the Covered Security being traded.
Supervised Persons are expected to devote their full time and
attention to their work responsibilities. RUSA may take steps to
curtail an individual's trading activity if, in the judgment of the
appropriate department manager or the Compliance Department, the
Supervised Person's trading activity is having an adverse impact on
their job performance.
G. XXXXXXX XXXXXXX AND MATERIAL NON-PUBLIC INFORMATION
RUSA aspires to the highest standard of business ethics. The purpose of RUSA's
policies on xxxxxxx xxxxxxx is to reduce the risk of violation of federal
xxxxxxx xxxxxxx laws and reporting requirements. Accordingly, XXXX has developed
the following policies to monitor, restrict if necessary, and educate Supervised
Persons with respect to acquiring and investing when in possession of material,
non-public information.
Xxxxxxx xxxxxxx is generally defined as purchasing or selling securities while
in the possession of material, non-public information in violation of a duty not
to trade. However, if no duty exists, it is permissible to trade when in
possession of this information. The question of duty is complex and depends on
facts and circumstances.
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Situations which could potentially require a fiduciary duty not to act include
but are not limited to: information gained directly from corporate insiders or
temporary insiders (i.e. officers, directors and employees of a company),
information gained from participation on formal or informal creditors'
committees, and information prohibited from disclosure by confidentiality
agreements. Additionally, a misappropriation theory exists whereby an individual
who possesses inside information would be prohibited from trading on such
information if they are found to owe a duty to a third party and not the
corporation whose securities are being traded. Because of the nuances involved,
it is imperative you refer any questions to the Legal Department for a correct
interpretation if you believe you may be in possession of material non-public
information.
1. WHAT IS MATERIAL INFORMATION?
There is no statutory definition of material information. Information an
investor would find useful in deciding whether or when to buy or sell a security
is generally material. In most instances, any non-public information that, if
announced, could affect the price of the security should be considered to be
material information. If you are not sure whether non-public information is
material, you must consult the Legal Department.
2. WHAT IS NON-PUBLIC INFORMATION?
Non-public information is information that is not generally available to the
investing public. Information is public if it is generally available through the
media or disclosed in public documents such as corporate filings with the SEC.
If it is disclosed in a national business or financial wire service (such as Dow
Xxxxx or Bloomberg), in a national news service (such as AP or Reuters), in a
newspaper, magazine, on the television, on the radio or in a publicly
disseminated disclosure document (such as a proxy statement, quarterly or annual
report, or prospectus), consider the information to be public. If the
information is not available in the general media or in a public filing,
consider the information to be non-public. If you are uncertain as to whether
material information is non-public, you must consult the Legal Department.
While Supervised Persons must be especially alert to sensitive information, you
may consider information directly from a company representative to be public
information unless you know or have reason to believe that such information is
not generally available to the investing public. In addition, information you
receive from company representatives during a conference call that is open to
the investment community is public. The disclosure of this type of information
is covered by SEC Regulation FD. Please contact the Legal Department if you have
any questions with regard to this Regulation.
RIM Supervised Persons working on a private securities transaction who receives
information from a company representative regarding the transaction or who have
knowledge of an affiliate's private equity transactions should treat the
information as non-public. The termination or conclusion of the negotiations in
many instances will not change the status of that information.
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3. EXAMPLES OF MATERIAL, NON-PUBLIC INFORMATION
A. MATERIAL INFORMATION MAY BE ABOUT THE ISSUER ITSELF SUCH AS:
o Information about a company's earnings or dividends, (such as
whether they will be increasing or decreasing);
o any merger, acquisition, tender offer, joint venture or similar
transaction involving the company;
o information about a company's physical assets (e.g., an oil
discovery, or an environmental problem);
o information about a company's personnel (such as a valuable
employee leaving or becoming seriously ill); or
o information about a company's financial status (e.g., any plans
or other developments concerning -- financial restructuring or
the issuance or redemption of, or any payments on, any
securities).
B. INFORMATION MAY BE MATERIAL THAT IS NOT DIRECTLY ABOUT A COMPANY, IF
THE INFORMATION IS RELEVANT TO THAT COMPANY OR ITS PRODUCTS, BUSINESS,
OR ASSETS SUCH AS:
o Information that a company's primary supplier is going to
increase dramatically the prices it charges; or
o information that a competitor has just developed a product that
may cause sales of a company's products to decrease.
C. MATERIAL INFORMATION MAY INCLUDE INFORMATION ABOUT RIM'S PORTFOLIO
MANAGEMENT ACTIVITIES SUCH AS:
o Any information that RIM is considering when assessing whether to
purchase or sell a security;
o any actual purchase or sale decisions; or
o all client holdings.
4. RUSA'S USE OF MATERIAL, NON-PUBIC INFORMATION
Supervised Persons may receive or have access to material, non-public
information in the course of their work at RUSA. Company policy, industry
practice and federal and state law establish strict guidelines for the use of
material, non-public information. To ensure that Supervised Persons adhere to
the applicable laws, RUSA has adopted the following policies:
Supervised Persons:
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o may not use material, non-public information for investment
purposes to benefit client or proprietary accounts, for personal
gain, or share such information with others for their personal
benefit; or
o may not pass material, non-public information about an issuer on
to others or recommend that others trade the issuer's securities;
or
o must treat as confidential all information defined in Section E,
Confidentiality, of this Code and preserve the confidentiality of
such information and disclose it only as defined in that section;
or
o must consider all client holdings as material, nonpublic
information. In addition, if a Supervised Person is aware that
RIM is considering or actually trading any security for any
account it manages, the Supervised Person must regard that as
material, nonpublic information. While deemed material, nonpublic
information, securities which RIM is considering or actually
trading for client accounts are exempt from reporting to the
Legal Department, but remain subject to all confidentiality
provisions discussed above in Section E as well as RIM's Privacy
Policy, Selective Disclosure Policy, and Investment
Recommendations Policy.
o are prohibited from discussing the following when sourcing or
analyzing investment ideas with buy-side investment
professionals:
o disclosing whether or not a particular security is held in
client accounts;
o disclosing RIM's immediate buy/sell intent with respect to a
specific security, or
o making consensus buy/sell decisions.
o must contact the Legal Department and disclose that they are in
possession of material nonpublic information and may not
communicate such information to anyone without the advance
approval of the Legal Department.
5. PENALTIES FOR XXXXXXX XXXXXXX
Trading securities while in possession of material, nonpublic information or
improperly communicating that information to others may expose you to stringent
penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten
years imprisonment. The Securities and Exchange Commission can recover the
profits gained or losses avoided through the violative trading, a penalty of up
to three times the illicit windfall and an order permanently barring you from
the securities industry. Finally, investors seeking to recover damages for
xxxxxxx xxxxxxx violations may sue you.
Regardless of whether a government inquiry occurs, RIM views seriously any
violation of this Policy Statement. Disciplinary sanctions may be imposed on any
person committing a violation, including, but not necessarily limited to,
censure, suspension, or termination of employment.
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6. MONITORING
In addition to maintaining a Restricted List, RIM maintains Value Added Investor
Procedures to identify and monitor potential conflicts of interest and potential
xxxxxxx xxxxxxx due to the nature of these relationships. Furthermore, RIM's
Compliance Department maintains polices and procedures to monitor and detect
instances of xxxxxxx xxxxxxx which include, but are not limited to, reviews of
personal trading activity and email surveillance.
X. GIFTS AND ENTERTAINMENT POLICY
Supervised Persons should not offer gifts, favors, entertainment or other things
of value that could be viewed as overly generous or aimed at influencing
decision-making or making a client feel beholden to the firm or the Supervised
Person. The following guidelines will further clarify this general principal.
DEFINITIONS:
"GIFT" - anything of value, including, but not limited to gratuities, tokens,
objects, clothing, or certificates for anything of value. The definition also
includes any meal, tickets or admission to events where the person supplying the
meal or event is not present.
"ENTERTAINMENT" - business meals and events such as sporting events, shows,
concerts where the person supplying the meal or event is present.
1. GIFTS POLICY
A. No Supervised Person shall accept any gift of more than $100 value
from any person or entity that does business with or on behalf of a
client (or any of its portfolios), or any entity that provides a
service to Adviser. Gifts of greater than $100 value are to be
declined or returned in order not to compromise the reputation of
Adviser or the individual. Gifts valued at less than $100 and
considered customary in the industry, are considered appropriate.
B. No Supervised Person shall provide gifts of more than $100 value, per
person, per year, to existing clients, prospective clients, or any
entity that does business with or on behalf of a client (or any of its
portfolios), or any entity that provides a service to Adviser. Gifts
valued at less than $100 and considered customary in the industry, are
considered appropriate.
C. Generally, a Supervised Person may not accept or provide a gift of
cash or cash equivalent, (such as a gift card, gift certificate or
gift check.). Exceptions are permissible with the approval of a member
of RIM's Management Committee.
D. Supervised Persons are expressly prohibited from soliciting anything
of value from a client, or other entity with which the firm does
business.
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E. Similarly, Supervised Persons should not agree to provide anything of
value that is requested by a client, or other entity with which the
firm does business, (such as concert, sporting event or theater
tickets,), except that assisting a client or other entity in acquiring
tickets for which they intend to pay full value, is permitted under
the policy.
2. ENTERTAINMENT POLICY
A. Supervised Persons may engage in normal and customary business
entertainment. Entertainment that is extraordinary or extravagant, or
that does not pertain to business, is not permitted.
B. Certain rules and regulations enacted by the client or a regulator of
the client may exist which prevent any form of gift or entertainment.
It is important to be cognizant of what each client allows, especially
pertaining to public funds, where rules may be very stringent and
specific.
X. Xxxxx to providing entertainment to a representative of a public
entity, contact the Compliance Department in order to verify
interpretation understanding of state or municipal regulations.
3. STANDARD OF REASONABLENESS
The terms "extraordinary" or "extravagant," "customary in the industry," and
"normal and customary" may be subjective. Reasonableness is a standard that may
vary depending on the facts and circumstances. If you have questions regarding a
gift or entertainment, contact your supervisor, or the Legal/Compliance
Department.
4. RECORDS
RUSA must retain records of all gifts and gratuities given or received for a
period of three years. These records must be made available upon request for
inspection by your Supervisor, the Legal/Compliance department or a regulator.
I. CHARITABLE CONTRIBUTIONS POLICY
From time to time, RUSA or its Supervised Persons may be asked by a client to
make a charitable contribution. To avoid any real or perceived conflict of
interests, XXXX has adopted the following procedures.
If a contribution is requested by a client, RUSA may agree to charitable
contributions subject to the following terms.
a. The check must be made in RUSA's name (not the client or the
supervised person)
b. Any tax benefit is taken by RUSA
c. The contribution does not directly benefit the client
d. The contribution is not made to satisfy a pledge made by the
client
e. The contribution must be made payable to the 501c3 Charitable
organization (otherwise, the contribution may be subject to LM-10
filing with the DOL)
Charitable contributions must be pre-approved by your supervisor.
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X. POLITICAL CONTRIBUTIONS POLICY
From time to time, RUSA or its employees may be asked by a client to make
political contributions. In addition, Supervised Persons, by their own volition,
may seek to make individual political contributions. As an investment manager,
XXXX is often eligible to manage money on behalf of a state or municipality. To
avoid any real or perceived conflict of interests, RUSA requires that all
personal political contributions be subject to a preclearance policy.
For the purposes of this policy, political contribution includes a direct
payment of money to a campaign organization, volunteer work, or fund raising
work done on behalf of, or to benefit, a political campaign organization or
candidate.
1. FIRM CONTRIBUTIONS
RUSA does not make political contributions.
2. INDIVIDUAL CONTRIBUTIONS
FOR ALL SUPERVISED PERSONS
- RUSA will not reimburse any employee for individual political
contributions. In addition, the RUSA corporate credit card cannot be used
to make contributions.
- Preclearance is required for any political contribution made by any
employee to a state or local candidate outside of the contributor's
jurisdiction for whom the contributor is not eligible to vote.
- Preclearance is not required prior to individual personal contributions to
national election campaigns, national political parties, or political
action committees or candidates for national office such as president of
the US or members of the US Senate or House of Representatives.
- Certain contributions, even within your voting jurisdiction, may restrict
or prohibit RUSA from transacting business with a related public entity. If
there is a chance that an individual contribution may cause a conflict of
interest with RUSA's business, please consult with the Head of Sales or the
RIM's Compliance Department prior to making an individual contribution.
FOR SUPERVISED PERSONS IN SALES, MARKETING AND PORTFOLIO MANAGEMENT
- In addition to the above restrictions, preclearance is required for all
individual contributions to state, municipal and local candidates and
campaigns, whether inside or outside your voting jurisdiction.
Supervised Persons should contact the Compliance Department for a copy of the
political contribution preclearance form.
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K. OUTSIDE BUSINESS ACTIVITIES
A potential conflict of interest exists with respect to a Supervised Person's
duties to RUSA and its clients when individuals are permitted to engage in
outside business activities.
Written requests must be submitted to the Supervised Person's supervisor with a
copy to the Compliance Department prior to a Supervised Person seeking to:
o engage in any outside business activity, or
o accept any position as an officer or director of any corporation,
organization, association, or mutual fund.
The written request must contain all of the information necessary to review the
activity. The request should contain the name of the organization, whether the
organization is public or private, profit or non-profit or charitable, the
nature of the business, the capacity in which the employee will serve, an
identification of any possible conflicts, the term of the contemplated
relationships and any compensation to be received.
The Compliance Department, in conjunction with the Supervised Person's
supervisor and the Director of Human Resources, will review and/or identify any
potential conflicts.
If approved, the Compliance Department will provide the Supervised Person with
written approval. In addition, if applicable, the Compliance Department will
ensure that a registered representative's Form U-4 is updated with the NASD. In
the event that a resolution to the conflict cannot be reached, the Supervised
Person may be asked to terminate either his outside employment or his position
with RUSA.
Finally, upon employment and annually thereafter, Supervised Persons are
required to fill out the New Employee/Annual Compliance Acknowledgement Form and
accompanying Conflicts Questionnaire ("Questionnaire"). The Questionnaire
requests information regarding a Supervised Person's outside business
activities. The Compliance Department will verify items reported on the
Questionnaire against written requests received throughout the year.
L. REPORTING VIOLATIONS
All Supervised Persons must report violations of this Code promptly to the CCO
and the General Counsel. XXXX is committed to treating all Supervised Persons in
a fair and equitable manner. Individuals are encouraged to voice concerns
regarding any personal or professional issue that may impact their ability or
the firm's ability to provide a quality product to its clients while operating
under the highest standards of integrity. Retaliation against any individual
making such a report is prohibited and constitutes a violation of the Code. Any
such reports will be treated confidentially to the extent permitted by law and
investigated promptly and appropriately. Based on facts and circumstances, the
CCO may escalate the matter to RIM's Management Committee for resolution.
Supervised Persons may appeal the Management Committee's decision to Xxxxxx's
Whistle Blowing Committee. This Committee acts in line with Xxxxxx's Global
Whistle Blowing Policy.
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M. ANNUAL REVIEWS AND CERTIFICATIONS
The Compliance Department will review the Code annually and update any
provisions and/or attachments which RUSA deems require revision.
Upon employment, all Supervised Persons are required to certify that they have:
1. Received a copy of the Code;
2. Read and understand all provisions of the Code; and
3. Agreed to comply with all provisions of the Code.
At the time of any amendments to this Code, all Supervised Persons are required
to:
1. Certify they have received, read and understood the amendments to the
Code; and
2. Agree to comply with the amendment and all other provisions of the
Code.
Annually, all Supervised Persons are required to:
1. Certify they have read and understand all provisions of the Code; and
2. Agree to comply with all provisions of the Code.
N. SANCTIONS
Regardless of whether a government inquiry occurs, XXXX views seriously any
violation of its Code of Ethics. Disciplinary sanctions may be imposed on any
Supervised Persons committing a violation, including, but not necessarily
limited to, censure, suspension, monetary penalties, or termination of
employment.
O. FURTHER INFORMATION
If any Supervised Persons has any questions with regard to the applicability of
the provisions of this Code, generally or with regard to any attachment
referenced herein, they should consult the Legal or Compliance Department.
