Exhibit No. EX-99.p.6
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WESTFIELD CAPITAL MANAGEMENT COMPANY, LLC
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CODE OF ETHICS
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Adopted July 1, 2004, Amended May 16, 2005
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TABLE OF CONTENTS
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Things You Need to Know to Use This Code
Section I (Applies to all personnel)
A. General Principles
B. Gifts to or from Brokers or Clients
C. Service on the Board or as an Officer of Another Company
D. Excessive trading or Market Timing
Section II (Applies to Access Persons and Investment Persons)
A. Reporting Requirements
1. Initial Holdings Reports
2. Quarterly Transaction Reports
3. Quarterly Brokerage Account Reports
4. Annual Holdings Reports
5. Duplicate Confirmation Statements
B. Transaction Restrictions
1. Restrictions applicable to Access Persons
a. Preclearance
b. Black-Out Periods
c. Initial Public Offerings and Private Placements
2. Restrictions applicable to Investment Persons
a. Prohibition on Short-Term Trading
b. Prohibition on Front-Running
3. Exemptions
a. Preclearance
b. Complete Exemptions
c. Open-end Mutual Funds
d. Large Cap Stock Exemption
C. Compliance Administration and Review
1. Notification
2. Compliance Review
3. Violation Review
4. Code Distribution
5. Recordkeeping Requirements
Section III
Definitions
|X| Access Person |X| Federal Securities Laws
|X| Automatic Investment Plan |X| Initial Public Offering
|X| Beneficial Ownership |X| Investment Person
|X| Code Officer |X| Limited Offering
|X| Covered Security |X| Primary Identifier
|X| Family/Household |X| Reportable Funds
Form A - Initial Holdings Report
Form B - Quarterly Personal Transactions Report
Form C - Quarterly Personal Brokerage Account Report
Form D- Annual Certification of Compliance and Inventory Report
Form E- Preclearance Transaction Form
This is the Code of Ethics (the "Code") of Westfield Capital Management
Company, LLC ("WCM").
Things You Need to Know to Use This Code
1. Terms in boldface type have special meanings as used in this Code. To
understand the Code, you need to read the definitions of these terms.
The definitions are at the end of the Code in Section III.
2. To understand what parts of this Code apply to you, you need to know
whether you are an Access Person or an Investment Person. You will be
notified by a Code Officer of your status. These terms are defined in
Section III of this Code.
3. This Code has three sections:
1. Section I-- Applies to All Personnel
2. Section II-- Applies to Access Persons and Investment
Persons
3. Section III-- Definitions
4. There are also four Reporting Forms that Access Persons have to fill
out under this Code. You can also get copies of the Reporting Forms
from a Code Officer.
5. If you are an Investment Person, you are automatically an Access
Person too, so you must comply with both the Access Person provisions
and the Investment Person provisions.
6. Non-interested WCM Board members (who are not employees of WCM) are
not considered Access Persons unless they have access to non-public
information about client transactions, portfolio holdings or WCM's
investment recommendations. Such access requires pre-approval from a
Code Officer. Should any non-interested Board Member, obtain
non-public information, portfolio holdings or WCM's investment
recommendations in the normal course of business, they will be subject
to the reporting requirements in Section II.A of this Code.
7. A Code Officer has the authority to grant written waivers of the
provisions of this Code in appropriate instances. However:
i. WCM expects that waivers will be granted only in rare
instances, and documented on file; and
ii. Some provisions of the Code that are mandated by SEC rule
cannot be waived.
8. This Code shall be governed by Rule 17j-1 under the Investment Company
Act and Rule 204A-1 under the Investment Adviser Acts of 1940, as
amended.
* * *
SECTION I
A. General Principles - The following general principles apply to all
personnel, including all Board Members.
1. WCM is a fiduciary for its investment advisory and sub-advisory
clients. Because of this fiduciary relationship, it is generally
improper for WCM or its personnel to use for their own benefit (or the
benefit of anyone other than the client) information about WCM's
trading or recommendations for client accounts; or
2. Take advantage of investment opportunities that would otherwise be
available for WCM's clients.
3. As a matter of business policy, WCM wants to avoid the appearance that
WCM, its personnel or others receive any improper benefit from
information about client trading or accounts, or from our
relationships with our clients or with the brokerage community.
4. WCM expects all personnel to comply with the spirit of the Code, the
specific rules contained in the Code and all applicable Federal
Securities Laws as defined in Section III of this Code.
5. WCM treats violations of this Code (including violations of the spirit
of the Code) very seriously. If you violate either the letter or the
spirit of this Code, WCM might impose penalties or fines, cut your
compensation, demote you, require disgorgement of trading gains, or
suspend or terminate your employment.
6. Improper trading activity can constitute a violation of this Code. But
you can also violate this Code by failing to file required reports, or
by making inaccurate or misleading reports or statements concerning
trading activity or securities accounts. Your conduct can violate this
Code, even if no clients are harmed by your conduct.
7. The Code requires that if at any time you become aware that you, any
members of your Family/Household or any other Access Person, including
supervised persons, have violated the Code, it is your fiduciary
obligation to report such violation(s) to the Chief Compliance Officer
immediately.
8. If you have any doubt or uncertainty about what this Code requires or
permits, you should ask a Code Officer.
B. Gifts to or from Brokers or Clients - This applies to all personnel
(including all Board Members)
1. No personnel may accept or receive on their own behalf or on behalf of
WCM any gift or other accommodations from a vendor, broker, securities
salesman, client or prospective client (a "business contact") that
might create a conflict of interest or interfere with the impartial
discharge of such personnel's responsibilities to WCM or its clients
or place the recipient or WCM in a difficult or embarrassing position.
This prohibition applies equally to gifts to members of the
Family/Household of firm personnel.
2. No personnel may give on their own behalf or on behalf of WCM any gift
or other accommodation to a business contact that may be construed as
an improper attempt to influence the recipient.
3. In no event should gifts to or from any one business contact have a
value that exceeds $100.
4. These policies are not intended to prohibit normal business
entertainment.
C. Service on the Board or as an Officer of Another Company -This applies to
all personnel (including all Board Members)
1. To avoid conflicts of interest, inside information and other
compliance and business issues, WCM prohibits all its employees from
serving as officers or members of the board of any other entity,
except with the advance written approval of WCM. Approval must be
obtained through a Code Officer, and may require consideration by the
board of WCM. A Code Officer can deny approval for any reason.
2. This pre-approval requirement does not apply to service as an officer
or board member of any parent or subsidiary of WCM, nor does it apply
to members of WCM's board who are not employees of WCM, although Board
Members who are not employees are required to inform WCM of all
positions held by them on boards or as officers of other companies.
D. Excessive trading or Market Timing - This Applies to All Personnel
(including All Board Members)
Personnel should not engage in excessive trading or market timing
activities with respect to any WCM Sub-Advised Fund (the "Fund"). When placing
trades in any WCM Sub-Advised Fund, whether the trade is placed directly in the
Access Person's direct personal account, 401(k) account, deferred compensation
account, account held with an intermediary or any other account, all personnel
must comply with the rules set forth in the Fund's prospectus and SAI regarding
the frequency of trades.
Section II
A. Reporting Requirements applicable to all Access Persons and Investment
Persons
The following reporting requirements apply to all Access Persons (including
all Investment Persons). One of the most complicated parts of complying with
this Code is understanding what holdings, transactions and accounts you must
report and what accounts are subject to trading restrictions. For example,
accounts of certain members of your family and household are covered, as are
certain categories of trust accounts, certain investment pools in which you
might participate, and certain accounts that others may be managing for you. To
be sure you understand what holdings, transactions and accounts are covered, it
is essential that you carefully review the "Definitions" section, Section III,
at the end of this Code.
You must file the reports described below, even if you have no holdings,
transactions or accounts to list in the reports.
1. Initial Holdings Reports. No later than 10 days after you become an
Access Person (which information must be current as of a date no more
than 45 days prior to the date of becoming an Access Person), you must
file with a Code Officer an Initial Holdings Report on Form A (copies
of all reporting forms are available from a Code Officer). Personnel
who are Access Persons on the date this Code goes into effect must
file an Initial Holdings Report on Form A with a Code Officer.
Form A requires you to list all Covered Securities in which you or
members of your Family/Household have Beneficial Ownership. It also
requires you to list all brokers, dealers and banks where you
maintained an account in which any securities (not just Covered
Securities) were held for the direct or indirect benefit of you or a
member of your Family/Household on the date you became an Access
Person. The list should include the following information:
a. The title, Primary Identifier (cusip or ticker), number of shares
and 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;
b. The name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities were held
for the direct or indirect benefit of the Access Person as of the
date the person became an Access Person; and
c. The date that the report is submitted by the Access Person.
Form A also requires you to confirm that you have read and understand
this Code, that you understand that it applies to you and members of
your Family/Household and that you understand that you are an Access
Person and, if applicable, an Investment Person under the Code.
2. Quarterly Transaction Reports. No later than 10 days after the end
each quarter, you must file with a Code Officer a Quarterly Personal
Transactions Report on Form B.
Form B requires you to list all and acknowledge transactions during
the most recent calendar quarter in Covered Securities, in which you
or a member of your Family/Household had Beneficial Ownership. The
list should include the following information:
a. The date of the transaction, the title, Primary Identifier (cusip
or ticker), the interest rate and maturity date (if applicable),
the number of shares and the principal amount of each Covered
Security involved;
b. The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
c. The price of the Covered Security at which the transaction was
effected;
d. The name of the broker, dealer or bank with or through which the
transaction was effected; and
e. The date that the report is submitted by the Access Person.
3. Quarterly Brokerage Account Reports. No later than 10 days after the
end each quarter, you must file with a Code Officer a Quarterly
Brokerage Accounts Report on Form C.
Form C requires you to list all brokers, dealers and banks where you
or a member of your Family/Household established an account in which
any securities (not just Covered Securities) were held during the
quarter for the direct or indirect benefit of you or a member of your
Family/Household. The list should include the following information:
a. The name of the broker, dealer or bank with which the Access
Person established the account;
b. The date the account was established; and
c. The date that the report is submitted by the Access Person.
4. Annual Holdings Reports. By January 31 of each year, you must file
with a Code Officer a Certification of Compliance and a current
Inventory of Holdings Report on Form D.
Form D requires you to list all Covered Securities in which you or a
member of your Family/Household had Beneficial Ownership as of January
1 of that year. It also requires you to list all brokers, dealers and
banks where you or a member of your Family/Household maintained an
account in which any securities (not just Covered Securities) were
held for the direct or indirect benefit of you or a member of your
Family/Household on January 1 of that year. The list should include
the following information:
a. The title, Primary Identifier (cusip or ticker), number of shares
and principal amount of each Covered Security in which the Access
Person had any direct or indirect beneficial ownership;
b. 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
c. The date that the report is submitted by the Access Person.
Form D also requires you to reaffirm that you have read and understand
this Code, that you understand that it applies to you and members of
your Family/Household and that you understand that you are an Access
Person and, if applicable, an Investment Person under the Code.
5. Duplicate Confirmation Statements. If you or any member of your
Family/Household has a securities account with any broker, dealer or
bank, you, or your Family/Household member must direct that broker,
dealer or bank to send, directly to WCM's Code Officer,
contemporaneous duplicate copies of all transaction confirmation
statements and all account statements relating to that account. This
requirement does not satisfy the quarterly or annual reporting
requirements as outlined above, per WCM's Compliance Department.
B. Transactional Restrictions
1. Restrictions applicable to Access Persons. The following transaction
restrictions apply to all Access Persons (including all Investment
Persons).
a. Preclearance
You and members of your Family/Household are prohibited from
engaging in any transaction in a Covered Security for any account
in which you or a member of your Family/Household has any
Beneficial Ownership, unless you obtain, in advance of the
transaction, written preclearance for that transaction from a
Code Officer. The written preclearance form is attached to this
Code as Form E.
Once obtained, preclearance is valid only for the day on which it
is granted. A Code Officer may revoke a preclearance any time
after it is granted and before you execute the transaction. A
Code Officer may deny or revoke preclearance for any reason.
b. Black-Out Periods
An Access Person should not place an order to enter into a
personal transaction during any of the following times:
(i) When the Access Person knows, or has reason to believe, that
the Security may in the near future be recommended for
action or acted upon by the Company for any client account;
or
(ii) For a period of ten (10) business days after a Security has
been recommended for action by the Investment Committee.
c. Initial Public Offerings and Private Placements
Neither you nor any member of your Family/Household may acquire
Beneficial Ownership in any Initial Public Offering or Limited
Offering in a private placement transaction except with the
specific, advance written approval of the Code Officer on a
case-by-case basis, which a Code Officer may deny for any reason.
A Code Officer will make a written record of any decision, and
the reasons supporting the decision, to approve any such
transaction.
2. Restrictions applicable to Investment Persons. The following
transaction restrictions apply to all Investment Persons.
a. Prohibition on Short-Term Trading
Neither you nor any member of your Family/Household may realize a
profit from any transaction involving the purchase and sale, or
sale and purchase, of the same Covered Security (or any closely
related security, such as an option or a related convertible or
exchangeable security) within any period of 30 calendar days. For
purposes of this rule, transactions will be reviewed on a
first-in-first-out basis. If any such transactions occur without
approval, WCM will require any profits from the transactions to
be disgorged for donation by WCM to charity.
b. Prohibition on Front-Running
An Investment Person (including any member of the
Family/Household of such Investment Person) may not purchase or
sell a Covered Security within a period of seven (7) calendar
days before or after a client account managed by a WCM Investment
Person (of similar product style) purchases or sells that Covered
Security across a product, hedge fund or group of accounts. This
prohibition excludes trades executed for dispersion purposes.
Please note that the total blackout period is 15 days (the day of
the client trade, plus seven days before and seven days after).
(i) If any such transactions occur, WCM will generally require
any profits from the transactions to be disgorged for
donation by WCM to charity.
(ii) It sometimes happens that an Investment Person who is
responsible for making investment recommendations or
decisions for client accounts (such as a portfolio manager
or analyst) determines within the seven calendar days after
the day he or she (or a member of his or her
Family/Household) has purchased or sold for his or her own
account a Covered Security that was not, to the Investment
Person's knowledge, then under consideration for purchase by
any client account--that it would be desirable for client
accounts as to which the Investment Person is responsible
for making investment recommendations or decisions to
purchase or sell the same Covered Security (or a closely
related security). In this situation, the Investment Person
MUST put the clients' interests first, and promptly make the
investment recommendation or decision in the clients'
interest, rather than delaying the recommendation or
decision for clients until after the seventh day following
the day of the transaction for the Investment Person's (or
Family/Household member's) own account to avoid conflict
with the blackout provisions of this Code. WCM recognizes
that this situation may occur in entire good faith, and may
not require disgorgement of profits in such instances if it
appears that the Investment Person acted in good faith and
in the best interests of WCM's clients.
3. Exemptions.
a. Preclearance. The preclearance requirements in Section II.B.1(a),
do not apply to the following categories of transactions:
(i) Transactions in Securities issued or guaranteed by any
national government that is a member of the
Organization for Economic Cooperation and Development,
or any agency or authority thereof;
(ii) Transactions in derivatives tied to the performance of
a broad-based index, and transactions in SPDRs and
shares of other UITs or vehicles the performance of
which is designed to track closely the performance of a
broad-based index;
(iii)Transactions in futures and options contracts on
interest rate instruments or broad-based indexes, and
options on such contracts;
(iv) Transactions that occur by operation of law or under
any other circumstance in which neither the Access
Person nor any member of his or her Family/Household
exercises any discretion to buy or sell or makes
recommendations to a person who exercises such
discretion;
(v) Transactions in other Securities determined by a Code
Officer to present a similarly low potential for
impropriety or the appearance of impropriety; and
(vi) Purchases pursuant to the exercise of rights issued pro
rata to all holders of the class of Covered Securities
held by the Access Person (or Family/Household member)
and received by the Access Person (or Family/Household
member) from the issuer.
b. Complete Exemption. The reporting requirements in Section II.A
and the prohibitions and restrictions in Section II.B, the shall
not apply to:
(i) Any transaction in an instrument that is not included
in the definition of "Covered Security".
(ii) Transactions effected for any account which is a
personal account solely because it is directly or
indirectly influenced or controlled by an Access
Person's immediate family member sharing the same
household, so long as neither the Access Person nor the
family member has any Beneficial Ownership of
Securities in the Account and so long as the Access
Person agrees in writing not to discuss with the family
member any specific investment ideas or transactions
arising in the course of the Access Person's employment
with the Company.
(iii)Purchases of Covered Securities pursuant to an
Automatic Investment Plan, including a dividend
reinvestment plan or BPFH employee stock purchase plan.
(iv) Shares issued by unit investment trusts that are
invested exclusively in one or more open-end funds,
none of which are reportable funds.
(v) Transactions effected for any account over which
neither the Access Person nor any immediate family
member sharing the same household has any direct or
indirect influence or control; provided that in the
case of an account exempted because it is under the
discretionary management of another person (including
an interest in an hedge fund or investment partnership
or enterprise but not including an interest in a trust
that is not revocable by the Access Person or an
immediate family member sharing the same household),
the Access Person must enter into a letter agreement
with that person at the later of the time the account
is opened or the Access Person joins the Company, and
on an annual basis thereafter, and the Access Person
must provide an annual inventory of the Securities in
such account.
c. Open-end Mutual Funds Exemption. The prohibitions of Section
II.B, shall not apply but the reporting requirements in Section
II.A shall continue to apply to open-ended mutual funds trades
that are not WCM Sub-Advised Funds (Reportable Funds).
d. Large Cap Stock Exemption. The prohibitions of Section II.B.1 (b)
and Section II.B.2 (a) shall not apply (but the prohibitions in
Section II.B.2 (b), prohibition on Front-Running, the
pre-clearance requirements in Section II.B.1(a) and the reporting
requirements in Section II.A shall continue to apply) to equity
Securities with a market capitalization of $3 billion or greater
at the time of the pre-clearance request.
C. Compliance Administration and Review
1. Notification.
a. A Code Officer will notify all WCM employees of their status as
determined by definition of Access Person or Investment Person in
Section III of this Code as needed but at least on an annual
basis.
2. Compliance Review.
a. A Code Officer will review all reports as required in Section
II.A for compliance with all applicable restrictions outlined in
Section II.B, on a quarterly basis. A Code Officer shall report
to WCM's Board of Directors on a quarterly basis the results of
her review of such reports, and any apparent violation of the
reporting requirements.
b. The Code Officers will review each other's personal transactions,
quarterly and annual reports as required by this Code.
3. Violation Review.
a. The WCM Board of Directors shall consider reports made to it and
shall determine whether the policies established in this Code
have been violated, and what sanctions, if any, should be
imposed. The Board shall review the operations of this Code at
least annually or as dictated by changes in applicable law or
regulation.
4. Code Distribution.
a. A Code Officer will distribute this Code, along with an
Acknowledgement of Receipt of such Code, to all Access Persons at
least annually. Any amendments made to this Code, along with an
Acknowledgement of Receipt of such Amendment to the Code, shall
be distributed by a Code Officer to all Access Persons upon
Amendment approval by WCM's Board of Directors.
5. Recordkeeping Requirements.
a. The Code Officers will maintain all records required by or
created in the spirit of this Code in the manner and to the
extent set out in Section 17j-1(f) at their principal place of
business, and must make the following records available to the
Commission:
1. A copy of each Code of Ethics that is in effect, or at any
time within the past five years was in effect. These copies
will be maintained in an easily accessible place;
2. A record of any violation of the Code, and of any action
taken as a result of the violation. Such reports will be
maintained in an easily accessible place for at least five
years after the end of the fiscal year in which the
violation occurred;
3. A copy of each report made by an Access Person as required
by the Code. Such reports will be maintained for at least
five years after the end of the fiscal year in which the
report is made or the information is provided with, the
first two years in an easily accessible place;
4. A record of all persons, currently or within the past five
years, who are or were required to make reports under of
this Section, or who are or were responsible for reviewing
these reports. Such reports will be maintained in an easily
accessible place; and
5. A copy of WCM's Board of Directors Annual Acknowledgement
and Certificate of Compliance with Section 17j-1(c) which
will be maintained for at least five years after the end of
the fiscal year in which it is made, the first two years in
an easily accessible place.
b. The Code Officers will ensure that all records of any decision,
and the reasons supporting the decision, to approve the
acquisition by Investment Persons of investments in IPOs and
Limited Offerings are maintained for at least five years after
the end of the fiscal year in which the approval is granted.
* * *
Section III
A. Definitions
These following terms have special meanings in this Code:
|X| Access Person
|X| Automatic Investment Plan
|X| Beneficial Ownership
|X| Code Officer(s)
|X| Covered Security
|X| Family/Household
|X| Federal Securities Laws
|X| Initial Public Offering ("IPO")
|X| Limited Offering
|X| Investment Person
|X| Primary Identifier
|X| Reportable Fund(s)
The special meanings of these terms as used in this Code are explained
below. Some of these terms (such as "Beneficial Ownership") are sometimes used
in other contexts, not related to Codes of Ethics, where they have different
meanings. For example, "Beneficial Ownership" has a different meaning in this
Code than it does in the SEC's rules for proxy statement disclosure of corporate
directors' and officers' stockholdings, or in determining whether an investor
has to file 13D or 13G reports with the SEC.
IMPORTANT: If you have any doubt or question about whether an
investment, account or person is covered by any of these definitions,
ask a Code Officer.
Access Person includes:
|X| Any member of WCM's board who are employees of WCM or any Board
Member who is not an employee of WCM but who obtains non-public
information about client transactions, portfolio holdings, or WCM
recommendations.
|X| Every officer of WCM; and
|X| Every employee of WCM (or of any company that directly or
indirectly has a 25% or greater interest in WCM) who has access
to nonpublic information regarding any clients' purchase or sale
of securities, or nonpublic information regarding the portfolio
holdings of any reportable fund, or who is involved in making
securities recommendations to clients, or who has access to such
recommendations that are nonpublic.
Automatic Investment Plan means:
|X| A program in which regular periodic purchases (or withdrawals)
are made automatically in (or from) investment accounts in
accordance with a predetermined schedule and allocation. An
Automatic Investment Plan includes a dividend reinvestment plan.
Beneficial ownership means:
|X| Any opportunity, directly or indirectly, to profit or share in
the profit from any transaction in securities. It also includes
transactions over which you exercise investment discretion (other
than for a client of WCM), even if you don't share in the
profits. Beneficial Ownership is a very broad concept. Some
examples of forms of Beneficial Ownership include:
|X| Securities held in a person's own name, or that are
held for the person's benefit in nominee, custodial or
"street name" accounts.
|X| Securities owned by or for a partnership in which the
person is a general partner (whether the ownership is
under the name of that partner, another partner or the
partnership or through a nominee, custodial or "street
name" account).
|X| Securities that are being managed for a person's
benefit on a discretionary basis by an investment
adviser, broker, bank, trust company or other manager,
unless the securities are held in a "blind trust" or
similar arrangement under which the person is
prohibited by contract from communicating with the
manager of the account and the manager is prohibited
from disclosing to the person what investments are held
in the account. (Just putting securities into a
discretionary account is not enough to remove them from
a person's Beneficial Ownership. This is because,
unless the account is a "blind trust" or similar
arrangement, the owner of the account can still
communicate with the manager about the account and
potentially influence the manager's investment
decisions.)
|X| Securities in a person's individual retirement account.
|X| Securities in a person's account in a 401(k) or similar
retirement plan, even if the person has chosen to give
someone else investment discretion over the account.
|X| Securities owned by a trust of which the person is
either a trustee or a beneficiary.
|X| Securities owned by a corporation, partnership or other
entity that the person controls (whether the ownership
is under the name of that person, under the name of the
entity or through a nominee, custodial or "street name"
account).
This is not a complete list of the forms of ownership that could constitute
Beneficial Ownership for purposes of this Code. You should ask a Code Officer if
you have any questions or doubts at all about whether you or a member of your
Family/Household would be considered to have Beneficial Ownership in any
particular situation.
Code Officer means
|X| Xxxxx XxXxxxxx, Chief Compliance Officer or Xxxxxxxx Xxxxxxxx,
Compliance Officer. These individuals are to perform the
functions of Code Officer.
Covered Security means
|X| Anything that is considered a "security" under the Investment
Company Act of 1940, except:
|X| Direct obligations of the U.S. Government;
|X| Bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt
obligations, including repurchase agreements;
|X| Shares of open-end investment companies that are registered
under the Investment Company Act (mutual funds) other than
Reportable Funds;
|X| Shares issued by unit investment trusts that are invested
exclusively in one or more open-end funds, none of which are
Reportable Funds; and
|X| Shares issued by money market funds.
This is a very broad definition of security. It includes most kinds of
investment instruments, including things that you might not ordinarily
think of as "securities," such as:
|X| Options on securities, on indexes and on currencies;
|X| Investments in all kinds of limited partnerships;
|X| Investments in foreign unit trusts and foreign mutual funds;
and
|X| Investments in private investment funds, hedge funds and
investment clubs.
Family/Household members include:
|X| Your spouse or domestic partner (unless they do not live in the
same household as you and you do not contribute in any way to
their support);
|X| Your children under the age of 18;
|X| Your children who are 18 or older (unless they do not live in the
same household as you and you do not contribute in any way to
their support); and
|X| Any of these people who live in your household: your
stepchildren, grandchildren, parents, stepparents, grandparents,
brothers, sisters, parents-in-law, sons-in-law, daughters-in-law,
brothers-in-law and sisters-in-law, including adoptive
relationships.
There are a number of reasons why this Code covers transactions in which
members of your Family/Household have Beneficial Ownership. First, the SEC
regards any benefit to a person that you help support financially as
indirectly benefiting you, because it could reduce the amount that you
might otherwise contribute to that person's support. Second, members of
your household could, in some circumstances, learn of information regarding
WCM's trading or recommendations for client accounts, and must not be
allowed to benefit from that information.
Federal Securities Laws include:
|X| The Securities Act of 1933, the Securities Exchange Act of 1934,
the Xxxxxxxx-Xxxxx Act of 2002, the Investment Company Act of
1940, the Investment Advisers Act of 1940, Title V of the
Xxxxx-Xxxxx-Xxxxxx Act, any rules adopted by the Commission under
any of these statutes, the Bank Secrecy Act as it applies to
funds and investment advisers, and any rules adopted thereunder
by the Commission or the Department of the Treasury.
Investment Person means:
|X| Any employee of WCM (or of any company that directly or
indirectly has a 25% or greater interest in WCM) who, in
connection with his or her regular functions or duties, makes,
participates in or obtains information regarding the purchase or
sale of any securities (even if they're not Covered Securities)
for any client account, or whose functions relate to the making
of any recommendations with respect to purchases and sales; and
any natural person who directly or indirectly has a 25% or
greater interest in WCM and obtains information concerning
recommendations made to any client of WCM regarding the purchase
or sale of any securities (even if they're not Covered
Securities) by the client.
Initial Public Offering means:
|X| An offering of securities registered under the Securities Act of
1933, the issuer of which, immediately before the registration,
was not subject to the reporting requirements of sections 13 or
15(d) of the Securities Exchange Act of 1934.
Limited Offering means:
|X| An offering that is exempt from registration pursuant to Sections
4(2), 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 of the
Securities Act of 1933.
Primary Identifier means:
|X| Cusip or Ticker.
Reportable fund(s) means:
|X| Any fund for which WCM serves as an investment adviser or
sub-adviser as defined in Section 2(a)(20) of the Investment
Company Act of 1940; or
|X| Any fund whose investment adviser or principal underwriter
controls WCM, is controlled by WCM, or is under common control
with WCM.
* * *
Form A
WESTFIELD CAPITAL MANAGEMENT COMPANY, LLC
INITIAL HOLDINGS REPORT
For the Month Ending ___________, 20_____
Underlined terms have the meaning assigned to them in Westfield Capital
Management Company, LLC Code dated May 16, 2005.
To Code Officer(s): Xxxxx XxXxxxxx and/or Xxxxxxxx Xxxxxxxx:
As an Access Person, I am disclosing all current Covered Securities in which I
(or members of my Family/Household) have Beneficial Ownership. I also list all
current brokers, dealers and banks where I maintain an account in which any
securities (not just Covered Securities) were held for the direct or indirect
benefit of me or a member of my Family/Household on the date I became an Access
Person. The information attached hereto is current as of a date no more than 45
days prior to the date I became an Access Person as dated above.
Check Box 1 or 2, and box 3, as applicable.
1. [ ] I certify that I have no Covered Securities holdings that require the
specified reporting for the year ending __________, 20____.
2. [ ] I certify that the attached list details all Covered Securities in
which I or members of my Family/Household have Beneficial Ownership. I also
certify that all brokers, dealers and banks where I maintain an account
with any securities for the direct or indirect benefit for me or a member
of my Family/Household is listed as well. The list includes the following
information:
a. The title, Primary Identifier (cusip or ticker), number of shares
and principal amount of each Covered Security;
b. The name of any broker, dealer or bank account in which any
securities were held; and
c. The date that the report is submitted.
3. [ ] I certify that I have read and understand this Code and that it applies
to me and to members of my Family/Household and that I am an Access Person
and if applicable, an Investment Person as defined by the Code.
_________________________
Signature
_________________________
Print Name
Dated: ___________________
Acknowledged:
______________________________
Code Officer
Form B
Transaction Certification Statement
EMPLOYEE SAMPLE WCM EMPLOYEE
Date Range: 4/1/2005 -- 6/30/2005
Transaction Type Primary Identifier Security Name, (If applicable) Trade Date Quantity Price
Interest Rate & Maturity Date
Account Number 123456789(SAMPLE EMPLOYEE'S BROKERAGE ACCOUNT) Broker AMERICAN EXPRESS
BUY HASGX HARBOR SMALL CAP 05/01/2005 100.00 $27.50
Account Number 987654321(SAMPLE EMPLOYEE'S 401K) Broker FIDELITY
SELL AAPL APPLE COMPUTER 05/02/2005 400.00 $25.00
Account Number 789456123(MRS. SAMPLE EMPLOYEE (WIFE'S ACCOUNT)) Broker STATE STREET BANK
BUY HC HANOVER COMPRESSOR 05/03/2005 1000.00 $9.95
PLEASE CHECK ONE!!!
[ ] I certify that all covered security* transactions which I, and/or
members of my family/household*, have beneficial ownership* of, are
reported above OR attached hereto.
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[ ] I certify that I, including members of my family/household* did not
have any security transactions to report this quarter.
*See Code of Ethics for definitions. Please list or correct any missing or
incorrect trades directly to this certification.
________________________________ ________________________
Signature Date
(SAMPLE WCM EMPLOYEE)
FORM C
Brokerage Account Certification Statement
As Of 05/03/2005
Name: SAMPLE WCM EMPLOYEE
Account Number Account Name Broker Initiated Date Date Closed
123456789 SAMPLE EMPLOYEE'S AMERICAN 05/03/2005
987654321 SAMPLE EMPLOYEE'S FIDELITY 05/03/2005
789456123 MRS. SAMPLE EMPLOYEE STATE STREET 05/03/2005
PLEASE CHECK ONE!!!
[ ] I certify that all brokerage accounts* which I, and/or members of my
family/household*, have beneficial control* over, are reported above OR
listed and attached hereto.
--------------------------------------------------------------------------------
[ ] I certify that I, including members of my family/household* do not have
any brokerage accounts* to report.
*See Code of Ethics for definitions. Please list or correct any missing or
incorrect accounts directly to this certification.
________________________________ ________________________
Signature Date
(SAMPLE WCM EMPLOYEE)
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Form D
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WESTFIELD CAPITAL MANAGEMENT CO., LLC
Certification Of Compliance
& Inventory Report
(All Employees)
Bolded terms have the meaning assigned to them in Westfield's Code, as
amended.
As an Investment Person or Access Person, I certify that I have read and
understand the Code. I further certify that I have complied with the
requirements of the Code and that I have disclosed or reported all Covered
Securities holdings and/or transactions required to be reported by the Code
as of January 1 of the current year by attaching a list as requested in
Section II of the Code under the Annual Holding Reports Section. The list
includes the following information:
a. The title, Primary Identifier (cusip or ticker), number of shares and
principal amount of each Covered Security;
b. The name of any broker, dealer or bank account in which any securities
are held for the direct or indirect benefit of the Access Person; and
c. The date that the report is submitted by the Access Person.
Print Name:
Signature:
Date:
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Form E
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WESTFIELD CAPITAL MANAGEMENT COMPANY, LLC
--------------------------------------------------------------------------------
PRECLEARANCE OF SECURITIES
TRANSACTION FORM
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PLEASE NOTE THAT THIS PRECLEARANCE IS VALID ONLY FOR DATE OF APPROVAL
(1) Name of employee requesting authorization: _________________________
(2) If different from #1, name of the account where the trade will occur:
_________________________
(3) Name of Brokerage Firm where the account is held: _________________________
(4) Name of Security (and Ticker): _________________________
(5) Price Per Share: _________________________
(6) Quantity: _________________________
(7) Market Cap: _________________________
[__] Purchase [__] Sale [__] Market Order [__] Limit Order (Price :____)
(8) Do you possess material nonpublic information regarding ___ Yes ___ No
the security or the issuer of the security?(1)
(9) To your knowledge, are the securities or "equivalent
securities" (i.e., securities issued by the same entity
as the issuer of a security, and all related derivative
instruments, such as options and warrants) held by any
investment companies or other accounts managed by
Westfield Capital Management Company, LLC (the
"Company")
(10) Have you bought or sold the security
within 30 days or less? ___ Yes ___ No
(11) If you are an Analyst, does your area of coverage
extend to the security you are seeking preclearance
for? ___ Yes ___ No
(12) If you are a Portfolio Manager,(,) has any account you
manage purchased or sold these securities or equivalent
securities within the past seven calendar days or do
you expect any such account to purchase or sell these
securities or equivalent securities within seven
calendar days after your proposed purchase or sale? ___ Yes ___ No
I have read Xxxxxxxxx's Code, Policy and Procedures Designed to Detect and
Prevent Xxxxxxx Xxxxxxx within the prior 12 months and believe that the proposed
trade fully complies with the requirements of each. I acknowledge that the
authorization granted pursuant to this form is valid only on the date on which
the authorization is granted.
Print Name Employee Signature
Date Submitted Authorized by:
Date Approved:
(1) Please note that employees generally are not permitted to acquire or sell
securities when they possess material nonpublic information regarding the
security or the issuers of the security. Please consult with a Code Officer (as
defined in the Company's Code) if you are unsure whether certain information
constitutes material nonpublic information.
