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.
