EXHIBIT (P)(3)
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SEI INVESTMENTS COMPANY
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CODE OF ETHICS AND
XXXXXXX XXXXXXX POLICY
SEI INVESTMENTS COMPANY
CODE OF ETHICS AND XXXXXXX XXXXXXX POLICY
TABLE OF CONTENTS
I. General Policy
II. Code of Ethics
A. Purpose of Code
B. Employee/Associate Persons Categories
C. Generally Applicable Prohibitions and Restrictions
D. Pre-clearance of Personal Securities Transactions
E. Reporting Requirements
F. Detection and Reporting of Code Violations
G. Violations of the Code of Ethics
H. Confidential Treatment
I. Definitions Applicable to the Code of Ethics
J. Recordkeeping
K. Gifts and other Monetary Payments
III. Xxxxxxx Xxxxxxx Policy
A. What is "Material" Information?
B. What is "Nonpublic Information"?
C. Who is an Insider?
D. What is Misappropriation?
E. What is Tipping?
F. Identifying Inside Information?
G. Trading in SEI Investments Company Securities
H. Violations of the Xxxxxxx Xxxxxxx Policy
I. GENERAL POLICY
SEI Investments Company, through various subsidiaries (jointly "SEI"), is an
investment adviser, administrator, distributor, and/or trustee of investment
companies, collective investment trusts, investment partnerships, and asset
management accounts (jointly "Investment Vehicles"). As an investment adviser,
SEI is subject to various U.S. securities laws and regulations governing the use
of confidential information and personal securities transactions. This Code of
Ethics and Xxxxxxx Xxxxxxx Policy (jointly "Policy") was developed based on
those laws and regulations, and sets forth the procedures and restrictions
governing the personal securities transactions of all SEI employees.
SEI has a highly ethical business culture and expects that all employees will
conduct any personal securities transactions consistent with this Policy and in
such a manner as to avoid any actual or potential conflict of interest or abuse
of a position of trust and responsibility. When an employee invests for his or
her own account, conflicts of interest may arise between a client's and the
employee's interest. Such conflicts may include using an employee's advisory
position to take advantage of available investment opportunities, taking an
investment opportunity from a client for an employee's own portfolio, or
frontrunning, which occurs when an employee trades in his or her personal
account before making client transactions. As a fiduciary, SEI owes a duty of
loyalty to clients which requires that an employee must always place the
interests of clients first and foremost and shall not take inappropriate
advantage of his or her position. Thus, SEI employees must conduct themselves
and their personal securities transactions in a manner that does not create
conflicts of interest with the firm's clients.
Pursuant to this Policy, employees and other persons associated with SEI will be
subject to various pre-clearance and reporting standards for their personal
securities transactions based on their status as defined in Section B of this
Policy. Therefore, it is important that every person pay special attention to
the categories set forth in that section to determine what provisions of this
Policy applies to him or her, as well as to the sections on restrictions,
pre-clearance, and reporting of personal securities transactions.
Some employees and other persons associated with SEI outside the United States
are subject to this Policy and the applicable laws of the jurisdictions in which
they are located. These laws may differ substantially from U.S. law and may
subject employees to additional requirements. To the extent any particular
portion of the Policy is inconsistent with foreign law not included herein or
within the firm's Compliance Manual, employees should consult their designated
Compliance Officer or the Compliance Department at SEI's Oaks facility.
Each employee subject to this Policy must read and retain a copy and agree to
abide by its terms. Failure to comply with the provisions of this Policy may
result in the imposition of
serious sanctions, including, but not limited to disgorgement of profits,
dismissal, substantial personal liability and/or referral to regulatory or law
enforcement agencies.
Any questions regarding SEI's policy or procedures should be referred to
Xxxxxxxx Xxxxxx of the SEI Corporate Compliance Department, at ext. 1839.
II. CODE OF ETHICS
A. Purpose of Code
This Code of Ethics ("Code") was adopted pursuant to the provisions of Section
17(j) of the Investment Company Act of 1940 ("the 1940 Act"), as amended, and
Rule 17j-1 thereunder, as amended. Those provisions of the U.S. securities laws
were adopted to prevent persons who are actively engaged in the management,
portfolio selection or underwriting of registered investment companies from
participating in fraudulent, deceptive or manipulative acts, practices or
courses of conduct in connection with the purchase or sale of securities held or
to be acquired by such companies. Employees (including contract employees) and
other persons associated with SEI will be subject to various pre-clearance and
reporting requirements based on their responsibilities within SEI and
accessibility to certain information. Those functions are set forth in the
categories listed below.
B. Employees/Associate Persons Categories
1. Access Person:
a. any director, officer or general partner of SEI Investments
Distribution Co. ("SIDC") who, in the ordinary course of business,
makes, participates in or obtains information regarding, the purchases
or sales of securities by an Investment Vehicle for which SIDC acts as
principal underwriter, or whose functions or duties in the ordinary
course of business relate to the making of any recommendations to the
Investment Vehicles regarding the purchase or sale of securities;
b. any director, officer, general partner or employee of SEI
Investments Mutual Fund Services who, in connection with his or her
regular functions or duties, participates in the selection of an
Investment Vehicle's portfolio securities, or who has access to
information regarding an Investment Vehicles' purchases or sales of
portfolio securities;
c. any natural person in a "control" relationship to an Investment
Vehicle or SEI Investments Management Company ("SIMC") who obtains
information concerning recommendations made to an Investment Vehicle
with regard to the purchase or sale of securities by the Investment
Vehicle.
2. Investment Person - any director, officer or employee of the Asset
Management Group who (1) directly oversees the performance of one or
more sub-advisers for any Investment Vehicle for which SEI acts as
investment adviser, (2) executes or helps execute portfolio
transactions for any such Investment Vehicle, or (3) obtains or is able
to obtain information regarding the purchase or sale of an Investment
Vehicle's portfolio securities.
3. Fund Officers - any director, officer or employee of SEI who acts as a
director or officer of any U.S. registered investment company to which
SEI acts as an administrator or sub-administrator, or principal
underwriter.
4. Portfolio Persons - any director, officer or employee entrusted with
direct responsibility and authority to make investment decisions
affecting one or more client portfolios.
5. Registered Representative - any director, officer or employee who is
registered with the National Association of Securities Dealers as a
registered representative (Series 6, 7 or 63), a registered principal
(Series 24 or 26) or an investment representative (Series 65),
regardless of job title or responsibilities.
6. Associate - any director, officer or employee of SEI who does not fall
within the above listed categories.
C. Generally Applicable Prohibitions and Restrictions
1. Prohibition Against Fraud, Deceit and Manipulation
All SEI employees and associated persons may not, directly or indirectly, in
connection with the purchase or sale, of a Security held or to be acquired by an
Investment Vehicle for which SEI acts as an investment adviser, administrator or
distributor:
a. employ any device, scheme or artifice to defraud the Investment
Vehicle;
b. make to the Investment Vehicle any untrue statement of a material fact
or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were
made, not misleading;
c. engage in any act, practice or course of business that operates or
would operate as a fraud or deceit upon the Investment Vehicle; or
d. engage in any manipulative practice with respect to the Investment
Vehicle.
2. Personal Securities Restrictions
a. Access Persons:
o may not purchase or sell, directly or indirectly, any Security
within 24 hours before or after the time that the same
Security, (including any equity-related security of the same
issuer such as preferred stock, options, warrants, and
convertible bonds) is being purchased or sold by any Investment
Vehicle for which SEI acts as advisor, distributor and/or
administrator.
o may not acquire Securities as part of an Initial Public
Offering("IPO") without obtaining the written approval of the
designated Compliance Officer at Mutual Fund Services before
directly or indirectly acquiring a beneficial ownership in such
securities.
o may not acquire a beneficial ownership interest in Securities
issued in a private placement transaction without obtaining
prior written approval from the designated Compliance Officer
at Mutual Fund Services.
o may not receive any gift of more than de minimus value
(currently $100.00 per year) from any person or entity that
does business with or on behalf of any Investment Vehicle.
b. Investment Persons:
o may not purchase or sell, directly or indirectly, any Security
within 24 hours before or after the time that the same
Security, (including any equity-related security of the same
issuer such as preferred stock, options, warrants, and
convertible bonds) is being purchased or sold by any Investment
Vehicle for which SEI or one of its sub-advisers acts as
investment adviser or sub-adviser to the Investment Vehicle.
o may not profit from the purchase and sale or sale and purchase
of a Security within 60 days of acquiring or disposing of
Beneficial Ownership of that Security. This prohibition does
not apply to transactions resulting in a loss, or to futures or
options on futures on broad-based securities indexes or U.S.
government securities.
o may not acquire Securities as part of an Initial Public
Offering("IPO") without obtaining the written approval of the
Compliance Department before directly or indirectly acquiring a
beneficial ownership in such securities.
o may not acquire a beneficial ownership interest in Securities
issued in a private placement transaction without obtaining
prior written approval from the Compliance Department.
o may not receive any gift of more than de minimus value
(currently $100.00 per year) from any person or entity that
does business with or on behalf of any Investment Vehicle.
o may not serve on the board of directors of any publicly traded
company.
c. Portfolio Persons:
o may not purchase or sell, directly or indirectly, any Security
within 7 days before or after a client portfolio has executed a
trade in that same Security, (including any equity-related
security of the same issuer such as preferred stock, options,
warrants, and convertible bonds) unless the order is withdrawn.
o may not acquire Securities as part of an Initial Public
Offering("IPO") without obtaining the written approval of the
designated Compliance Officer before directly or indirectly
acquiring a beneficial ownership in such securities.
o may not acquire a beneficial ownership interest in Securities
issued in a private placement transaction without obtaining
prior written approval from the Compliance Department.
o may not profit from the purchase and sale or sale and purchase
of a Security within 60 days of acquiring or disposing of
Beneficial Ownership of that Security. This prohibition does
not apply to transactions resulting in a loss, or to futures or
options on futures on broad-based securities indexes or U.S.
government securities.
o may not receive any gift of more than de minimus value
(currently $100.00 per year) from any person or entity that
does business with or on behalf of any Investment Vehicle.
o may not serve on the board of directors of any publicly traded
company.
d. Registered Representatives:
o may not acquire Securities as part of an Initial Public
Offering("IPO").
o may not participate in investment clubs.
o may not give or receive gifts to or from clients which exceed
$100.00 in value annually.
D. Pre-clearance of Personal Securities Transactions
1. Access, Investment and Portfolio Persons:
o must pre-clear each proposed securities transaction with the
Compliance Department or the designated Compliance Officer for
Accounts held in their names or in the names of others in which
they hold a Beneficial Ownership interest. No transaction in
Securities may be effected without the prior written approval of
the Compliance Department or the designated Compliance Officer,
except as set forth below in Section D.3 which sets forth the
securities transactions that do not require pre-clearance.
o pre-clearance is required for all lump sum transactions of SEI
stock through the firm's stock purchase plan and individual
brokerage investment option through the firm's 401(k) plan (new
plan feature - targeted for 1st quarter of 2001).
o the Compliance Department or the designated Compliance Officer
will keep a record of the approvals, and the rationale
supporting, investments in IPOs and private placement
transactions. This approval will be based upon a determination
that the investment opportunity need not be reserved for
clients, that the Employee is not being offered the investment
opportunity due to his or her employment with SEI Investment
Company and other relevant factors on a case-by-case basis.
2. Registered Representatives/Associates:
o must pre-clear transactions with the Compliance Department or
designated Compliance Officer ONLY IF the Registered
Representative or Associate knew or should have known at the
time of the transaction that, during the 24 hour period
immediately preceding or following the transaction, the Security
was purchased or sold or was being considered for purchase or
sale by any Investment Vehicle.
3. Transactions that DO NOT have to be pre-cleared:
o purchases or sales over which the employee pre-clearing the
transaction (the "Pre-clearing Person") has no direct or
indirect influence or control;
o purchases, sales or other acquisitions of Securities which are
non-volitional on the part of the Pre-clearing Person or any
Investment Vehicle, such as purchases or sales upon exercise of
puts or calls written by the Pre-clearing Person, sales from a
margin account pursuant to a BONA FIDE margin call, stock
dividends, stock splits, mergers, consolidations, spin-offs, or
other similar corporate reorganizations or distributions;
o purchases which are part of an automatic dividend reinvestment
plan or automatic employee stock purchase plans;
o purchases effected upon the exercise of rights issued by an
issuer PRO RATA to all holders of a class of its Securities, to
the extent such rights were acquired from such issuer;
o acquisitions of Securities through gifts or bequests; and
o transactions in open-end mutual funds.
4. Pre-clearance procedures:
o All requests for pre-clearance of securities transactions must be
submitted to the Compliance Department or the designated Compliance
Officer by completing a Pre-clearance Request Form (attached as
Exhibit 1). Employees may locate the Code of Ethics document through
Information Access on the SEI Intranet site. To access the document
and exhibits, chose Compliance under the first drop-down menu on the
left and click on Corporate Code of Ethics.
o The following information must be provided on the Form:
a. Name, date, extension, title;
b. Transaction detail, i.e., whether the transaction is a buy or
sell; the security name and security type; number of shares;
price; date acquired if a sale; and whether the security is held
in a portfolio or Investment Vehicle, part of an initial public
offering, or part of a private placement transaction; and
c. Signature and date; if electronically submitted, initial and
date.
o The Compliance Department or the designated Compliance Officer will
notify the employee whether the request is approved or denied by
telephone or email, and by sending a copy of the signed form to the
employee. An employee is not officially notified that the
transaction has been pre-cleared until he or she receives a copy of
the signed form. Employees should retain copies of the signed form.
o Employees may not submit a Pre-clearance Request Form for a
transaction that he or she does not intend to execute.
o Pre-clearance authorization is valid for 3 business days only.
Transactions, which are not completed within this period, must be
resubmitted with an explanation why the previous pre-cleared
transaction was not completed. Also Open and Limit Orders must be
resubmitted for pre-clearance if not executed within the 3 business
day window.
o Investment persons must submit to the Compliance Department or the
designated Compliance Officer transaction reports showing the
transactions in all the Investment Vehicles for which SEI or a
sub-adviser serves as an investment adviser for the 24 hour period
before and after the date on which their securities transactions
were effected. Transaction reports need only be submitted for the
portfolios that hold or are eligible to purchase and sell the types
of securities proposed to be bought or sold by the Investment
Person. For example, if the Investment Person seeks to obtain
approval for a proposed equity trade, only the transaction reports
for the portfolios effecting transactions in equity securities are
required.
o The Compliance Department or the designated Compliance Officer can
grant exemptions from the personal trading restrictions in this Code
upon determining that the transaction for which an exemption is
requested would not result in a conflict of interest or violate any
other policy embodied in this Code. Factors to be considered may
include: the size and holding period of the Employee's position in
the security, the market capitalization of the issuer, the liquidity
of the security, the reason for the Employee's requested
transaction, the amount and timing of client trading in the same or
a related security, and other relevant factors.
o The Compliance Department or the designated Compliance Officer will
maintain pre-clearance records for 5 years.
E. Reporting Requirements
1. Duplicate Brokerage Statements [ALL EMPLOYEES]
o All SEI Employees are required to instruct their brokers/dealers to
file duplicate brokerage statements including statements of
individual brokerage investment option of the company's 401(k) plan
with the Compliance Department at SEI Oaks. Employees in SEI's
global offices are required to have their duplicate statements sent
to the offices in which they are located. Statements must be filed
for all Accounts (including those in which employees have a
Beneficial Ownership interest), except those that trade exclusively
in open-end mutual funds, government securities, or
monthly-automated purchases of SEI stock through the employee
stock/stock option plan. Failure of a broker-dealer to send
duplicate statements will not excuse an Employee's violation of this
Section, unless the Employee demonstrates that he or she took every
reasonable step to monitor the broker's or dealer's compliance.
o Sample letters instructing the brokers/dealers to send the
statements to SEI are attached as Exhibit 2. Employees may locate
the Code of Ethics document through Information Access on the SEI
Intranet site. To access the document and exhibits, chose Compliance
under the first drop-down menu on the left and click on Corporate
Code of Ethics. If the broker or dealer requires a letter
authorizing a SEI employee to open an account, the permission letter
may also be found as Exhibit 2. Please complete the necessary
information in the letter and forward a signature ready copy to the
Compliance Department (Xxxxxxxx Xxxxxx, Corporate Compliance
Officer).
o If no such duplicate statement can be supplied, the Employee should
contact the Compliance Department or the designated Compliance
Officer.
2. Initial Holdings Report [ACCESS, INVESTMENT AND PORTFOLIO PERSONS AND
FUND OFFICERS]
o Access, Investment and Portfolio Persons and Fund Officers, must
submit an Initial Holdings Report to the Compliance Department or
designated Compliance Officer disclosing EVERY security beneficially
owned directly or indirectly by such person within 10 days of
becoming an Access, Investment or Portfolio Person or Fund Officer.
Initial Holding Reports that are not returned by the date they are
due WILL be considered late and will be reported as violations of
the Code of Ethics. Any person who repeatedly returns the reports
late may be subject to the penalties in Section (G) regarding Code
of Ethics violations.
o The Initial Holdings Report must include the following information:
(1) the title of the security; (2) the number of shares held; (3)
the principal amount of the security; and (4) the name of the
broker, dealer or bank where the security is held. The information
disclosed in the report must be current as
of a date no more than 30 days before the report is submitted. If
the above information is contained on the employee's brokerage
statement, employees may attach the statement and sign the initial
holding report.
o The Initial Holdings Report is attached as Exhibit 3 to this Code.
Employees may locate the Code of Ethics document through Information
Access on the SEI Intranet site. To access the document and
exhibits, chose Compliance under the first drop-down menu on the
left and click on Corporate Code of Ethics.
3. Quarterly Report of Securities Transactions [ACCESS, INVESTMENT AND
PORTFOLIO PERSONS AND FUND OFFICERS]
o Access, Investment and Portfolio Persons, and Fund Officers, must
submit quarterly transaction reports of the purchases and/or sales
of securities in which such persons have a direct or indirect
Beneficial Ownership interest (SEE Exhibit 4- Quarterly Transaction
Report). The report will be provided to all of the above defined
persons before the end of each quarter by the Compliance Department
or the designated Compliance Officer and must be completed and
returned NO LATER THAN 10 DAYS after the end of each calendar
quarter. Quarterly Transaction Reports that are not returned by the
date they are due WILL be considered late and will be reported as
violations of the Code of Ethics. Any person who repeatedly returns
the reports late may be subject to the penalties in Section (G)
regarding Code of Ethics violations. Employees may locate the Code
of Ethics document through Information Access on the SEI Intranet
site. The document and exhibits are located in the Reference Library
section titled Corporate Code of Ethics.
o The following information must be provided on the report:
a. The date of the transaction, the description and number of
shares, and the principal amount of each security involved;
b. Whether the transaction is a purchase, sale or other acquisition
or disposition;
c. The transaction price; and
d. The name of the broker, dealer or bank through whom the
transaction was effected.
4. Annual Report of Securities Holdings [ACCESS, INVESTMENT AND PORTFOLIO
PERSONS AND FUND OFFICERS]
o On an annual basis, Access, Investment and Portfolio Persons, and
Fund Officers, must submit to the Compliance Department or the
designated Compliance Officer an Annual Report of Securities
Holdings that contains a list of all securities subject to this Code
in which they have any direct or indirect Beneficial Ownership
interest (SEE Exhibit 5 - Annual Securities Holdings Report). The
information disclosed in the report must be current as of a date no
more than 30 days before the report is submitted. The report will be
provided to the above-defined persons by the Compliance Department
or designated Compliance Officer. Employees may locate the Code of
Ethics document through Information Access on the SEI Intranet site.
To access the document and exhibits, chose Compliance under the
first drop-down menu on the left and click on Corporate Code of
Ethics.
o Annual reports must be returned to the Compliance Department or the
designated Compliance Officer within 30 days after the end of the
calendar year-end. Annual Reports that are not returned by the date
they are due WILL be considered late and will be reported as
violations of the Code of Ethics. Any person who repeatedly returns
the reports late may be subject to the penalties in Section (G)
regarding Code of Ethics violations.
5. Annual Certification of Compliance [ALL EMPLOYEES]
o All employees will be required to certify annually that they:
- have read the Code of Ethics;
- understand the Code of Ethics; and
- have complied with the provisions of the Code of Ethics.
o The Compliance Department or the designated Compliance Officer will
send out annual forms (attached as Exhibit 6) to all employees that
must be completed and returned NO LATER THAN 30 days after the end
of the calendar year. Employees may locate the Code of Ethics
document through Information Access on the SEI Intranet site. To
access the document and exhibits, chose Compliance under the first
drop-down menu on the left and click on Corporate Code of Ethics.
Any person who repeatedly returns the reports late may be subject to
the penalties in Section (G) regarding Code of Ethics violations.
F. Detection and Reporting of Code Violations
The Compliance Department or the designated Compliance Officer will:
o review the personal securities transaction reports or duplicate
statements filed by Employees and compare the reports or statements
to the Investment Vehicles' completed portfolio transactions. The
review will be performed on a quarterly basis. If the Compliance
Department or designated Compliance Officer determines that a
compliance violation may have occurred, the Compliance Department
will give the person an opportunity to supply explanatory material.
o prepare an Annual Issues and Certification Report to the Board of
Trustees or Directors of the Investment Vehicles that, (1) describes
the issues that arose during the year under this Code, including,
but not limited to, material violations of and sanctions under the
Code, and (2) certifies that SEI has adopted procedures reasonably
necessary to prevent its access, investment and portfolio personnel
from violating this Code; and
o prepare a written report to SEI management personnel outlining any
violations of the Code together with recommendations for the
appropriate penalties.
o prepare a written report detailing any approval(s) granted for the
purchase of securities offered in connection with an IPO or a
private placement. The report must include the rationale supporting
any decision to approve such a purchase.
G. Violations of the Code of Ethics
1. Penalties:
o Employees who violate the Code of Ethics may be subject to
serious penalties which may include:
- written warning;
- reversal of securities transaction;
- restriction on trading privileges;
- disgorgement of trading profits;
- fine;
- suspension or termination of employment; and/or
- referral to regulatory or law enforcement agencies.
2. Penalty Factors:
o Factors which may be considered in determining an appropriate
penalty include, but are not limited to:
- the harm to clients;
- the frequency of occurrence;
- the degree of personal benefit to the employee;
- the degree of conflict of interest;
- the extent of unjust enrichment;
- evidence of fraud, violation of law, or reckless disregard
of a regulatory requirement; and/or
- the level of accurate, honest and timely cooperation
from the employee.
H. Confidential Treatment
o The Compliance Department or the designated Compliance Officer will use
their best efforts to assure that all requests for pre-clearance, all
personal securities transaction reports and all reports for securities
holding are treated as "Personal and Confidential." However, such
documents will be available for inspection by appropriate regulatory
agencies and other parties within and outside SEI as are necessary to
evaluate compliance with or sanctions under this Code.
I. Definitions Applicable to the Code of Ethics
1. Account - a securities trading account held by an Employee and by any
such person's spouse, minor children and adults residing in his or her
household (each such person, an "immediate family member"); any trust
for which the person is a trustee or from which the Employee benefits
directly or indirectly; any partnership (general, limited or otherwise)
of which the Employee is a general partner or a principal of the
general partner; and any other account over which the Employee
exercises investment discretion.
2. Beneficial Ownership - Security ownership in which a person has a
direct or indirect financial interest. Generally, an employee will be
regarded as a beneficial owner of Securities that are held in the name
of:
a. a spouse or domestic partner;
b. a minor child;
c. a relative who resides in the employee's household; or
d. any other person IF: (a) the employee obtains from the
securities benefits substantially similar to those of
ownership (for example, income from securities that are held
by a spouse); or (b) the employee can obtain title to the
securities now or in the future.
3. Control - means the same as it does under Section 2(a)(9) of the 1940
Act. Section 2(a)(9) provides that "control" means the power to
exercise a controlling influence over the management or policies of a
company, unless such power is solely the result of an official position
with such company. Ownership of 25% or more of a company's outstanding
voting securities is presumed to give the holder of such securities
control over the company. The facts and circumstances of a given
situation may counter this presumption.
4. Initial Public Offering - an offering of securities for which a
registration statement has not been previously filed with the U.S. SEC
and for which there is no active public market in the shares.
5. Purchase or sale of a Security - includes the writing of an option to
purchase or sell a security.
6. Security - includes notes, bonds, stocks (including closed-end funds),
convertibles, preferred stock, options on securities, futures on
broad-based market indices, warrants and rights. A "Security" DOES NOT
INCLUDE direct obligations of the U.S. Government, bankers'
acceptances, bank certificates of deposit, commercial paper and high
quality short-term debt instruments, including repurchase agreements;
and, shares issued by open-end mutual funds.
J. Recordkeeping
SEI will maintain records as set forth below. These records will be
maintained in accordance with Rule 31a-2 under the 1940 Act and the
following requirements. They will be available for examination by
representatives of the Securities and Exchange Commission and other
regulatory agencies.
1. A copy of this Code that is, or at any time within the past five years
has been, in effect will be preserved in an easily accessible place for
a period of five years.
2. A record of any Code violation and of any sanctions taken will be
preserved in an easily accessible place for a period of at least five
years following the end of the fiscal year in which the violation
occurred.
3. A copy of each Quarterly Transaction Report, Initial Holdings Report,
and Annual Holdings Report submitted under this Code, including any
information provided in lieu of any such reports made under the Code,
will be preserved for a period of at least five years from the end of the
fiscal year in which it is made, for 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 submit reports under this Code, or who are or
were responsible for reviewing these reports, will be maintained in an
easily accessible place for a period of at least five years from the
end of the calendar year in which it is made.
5. A record of any decision, and the reasons supporting the decision, to
approve the acquisition of securities acquired in an IPO or LIMITED
OFFERING, for at least five years after the end of the fiscal year in
which the approval is granted.
K. Gifts and other Monetary Payments
All Employees should not seek, accept or offer any gifts or favors of more than
a minimal value (currently $ 100 per year) or provide any preferential treatment
in dealings with any client, broker/dealer, portfolio company, financial
institutional or any other organization with whom the firm transacts business.
Occasional participation in lunches, dinners, cocktail parties, sporting
activities or similar gatherings conducted for business purposes are not
prohibited. However, for both the Employee's protection and that of the firm it
is extremely important that even the appearance of a possible conflict of
interest be avoided. Extreme caution is to be exercised in any instance in which
business related travel and lodging are paid for by any other party than SEI
Investments.
Employees must not participate individually or on behalf of the firm, a
subsidiary, or any client, directly or indirectly, in any of the following
transactions:
1. Use of the firm's funds for political purposes.
2. Payment or receipt of bribes, kickbacks, or payment or receipt of any other
amount with an understanding that part of all of such amount will be refunded
or delivered to a third party in violation of any law applicable to the
transaction.
3. Payments to government officials or employees (other than disbursements in
the ordinary course of business for such legal purposes as payment of taxes)
4. Payment of compensation or fees in a manner the purpose of which is to assist
the recipient to evade taxes, federal or state law, or other valid charges or
restrictions applicable to such payment.
5. Use of the funds or assets of the firm or any subsidiary for any other
unlawful or improper purpose.
III. XXXXXXX XXXXXXX POLICY
All Employees are required to refrain from investing in Securities based on
material nonpublic inside information. This policy is based on the U.S. federal
securities laws that prohibit any person from:
1. trading on the basis of material, nonpublic information;
2. tipping such information to others;
3. recommending the purchase or sale of securities on the basis of such
information;
4. assisting someone who is engaged in any of the above activities; and
5. trading a security, which is the subject of an actual or impending tender
offer when in possession of material nonpublic information relating to the
offer.
This includes any confidential information that may be obtained by Access,
Investment and Portfolio Persons, and Fund Officers, regarding the advisability
of purchasing or selling specific securities for any Investment Vehicles or on
behalf of clients. Additionally, this policy includes any confidential
information that may be obtained about SEI Investments Company or any of its
affiliated entities. This Section outlines basic definitions and provides
guidance to Employees with respect to this Policy.
A. WHAT IS "MATERIAL" INFORMATION?
Information is material when there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions.
Generally, if disclosing certain information will have a substantial effect on
the price of a company's securities, or on the perceived value of the company or
of a controlling interest in the company, the information is material, but
information may be material even if it does not have any immediate direct effect
on price or value. There is no simple "bright line" test to determine when
information is material; assessments of materiality involve a highly
fact-specific inquiry. For this reason, any question as to whether information
is material should be directed to the Compliance Department.
B. WHAT IS "NONPUBLIC" INFORMATION?
Information about a publicly traded security or issuer is "public" when it has
been disseminated broadly to investors in the marketplace. Tangible evidence of
such dissemination is the best indication that the information is public. For
example, information is public after it has become available to the general
public through a public filing with the SEC or some other governmental agency,
the Dow Xxxxx "tape" or the Wall Street Journal or some other publication of
general circulation, and after sufficient time has passed so that the
information has been disseminated widely.
Information about securities that are not publicly traded, or about the issuers
of such securities, is not ordinarily disseminated broadly to the public.
However, for purposes of this Policy, such private information may be considered
"public" private information to the extent that the information has been
disclosed generally to the issuer's security holders and creditors. For example,
information contained in a private placement memorandum to potential investors
may be considered "public" private information with respect to the class of
persons who received the memorandum, but may still be considered "nonpublic"
information with respect to creditors who were not entitled to receive the
memorandum. As another example, a controlling shareholder may have access to
internal projections that are not disclosed to minority shareholders; such
information would be considered "nonpublic" information.
C. WHO IS AN INSIDER?
Unlawful xxxxxxx xxxxxxx occurs when a person, who is considered an insider,
with a duty not to take advantage of material nonpublic information violates
that duty. Whether a duty exists is a complex legal question. This portion of
the Policy is intended to provide an overview only, and should not be read as an
exhaustive discussion of ways in which persons may become subject to xxxxxxx
xxxxxxx prohibitions.
Insiders of a company include its officers, directors (or partners), and
employees, and may also include a controlling shareholder or other controlling
person. A person who has access to information about the company because of some
special position of trust or has some other confidential relationship with a
company is considered a temporary insider of that company. Investment advisers,
lawyers, auditors, financial institutions, and certain consultants AND ALL OF
THEIR OFFICERS, DIRECTORS OR PARTNERS, AND EMPLOYEES are all likely to be
temporary insiders of their clients.
Officers, directors or partners, and employees of a controlling shareholder may
be temporary insiders of the controlled company, or may otherwise be subject to
a duty not to take advantage of inside information.
D. WHAT IS MISAPPROPRIATION?
Misappropriation usually occurs when a person acquires inside information about
Company A in violation of a duty owed to Company B. For example, an employee of
Company B may know that Company B is negotiating a merger with Company A; the
employee has material nonpublic information about Company A and must not trade
in Company A's shares.
For another example, Employees who, because of their association with SEI,
receive inside information as to the identity of the companies being considered
for investment by SEI
Investment Vehicles or by other clients, have a duty not to take advantage of
that information and must refrain from trading in the securities of those
companies.
E. WHAT IS TIPPING?
Tipping is passing along inside information; the recipient of a tip (the
"tippee") becomes subject to a duty not to trade while in possession of that
information. A tip occurs when an insider or misappropriator (the "tipper")
discloses inside information to another person, who knows or should know that
the tipper was breaching a duty by disclosing the information and that the
tipper was providing the information for an improper purpose. Both tippees and
tippers are subject to liability for xxxxxxx xxxxxxx.
F. Identifying Inside Information
Before executing any securities transaction for your personal account or for
others, you must consider and determine WHETHER YOU HAVE ACCESS TO MATERIAL,
NONPUBLIC INFORMATION. If you THINK that you might have access to material,
nonpublic information, you MUST take the following steps:
1. Report the information and proposed trade immediately to the Compliance
Department or designated Compliance Officer;
2. Do not purchase or sell the securities on behalf of yourself or others; and
3. Do not communicate the information inside or outside SEI, other than to the
Compliance Department or designated Compliance Officer.
These prohibitions remain in effect until the information becomes public.
Employees managing the work of consultants and temporary employees who have
access to material nonpublic information are responsible for ensuring that
consultants and temporary employees are aware of this Policy and the
consequences of non-compliance.
G. Trading in SEI Investments Company Securities
This Policy applies to ALL employees with respect to trading in the securities
of SEI Investments Company, including shares held directly or indirectly in the
Company's 401(k) plan. Employees, particularly "officers" (as defined in Rule
16(a)-1(f) in the Securities Exchange Act of 1934, as amended), of the company
should be aware of their fiduciary duties to SEI and should be sensitive to the
appearance of impropriety with respect to any of their personal transactions in
SEI's publicly traded securities. Thus, the following restrictions apply to all
transactions in SEI's publicly traded securities occurring in an employee's
Account and in all other accounts in which the employee benefits directly or
indirectly, or over which the employee exercises investment discretion.
o BLACKOUT PERIOD - Directors and Officers are prohibited from
buying or selling SEI's publicly traded securities during the
blackout period. The blackout periods are as follows:
o for the first, second and third quarterly financial reports -
begins at the close of the prior quarter and ends after SEI
publicly announces the financial results for that quarter.
o for the annual and fourth quarter financial reports - begins on
the 6th business day of the first month following the end of the
calendar year-end and ends after SEI publicly announces its
financial results.
All securities trading during this period may only be conducted with the
approval of SEI's General Counsel or the Compliance Director. In no event
may securities trading in SEI's stock be conducted while an Director or
Officer of the company is in possession of material nonpublic information
regarding SEI.
o MAJOR EVENTS - ALL Employees who have knowledge of any SEI events
or developments that may have a "material" impact on SEI's stock
that have not been publicly announced are prohibited from buying
or selling SEI's publicly traded securities before such
announcements. (SEE definition of "material information"
contained in III. A. above.)
o SHORT SELLING AND DERIVATIVES TRADING PROHIBITION - ALL Employees
are prohibited from engaging in short sales and options trading
of SEI's common stock.
Section 16(a) directors and officers are subject to the following additional
trading restriction.
o SHORT SWING PROFITS - Directors and Officers may not profit from
the purchase and sale or sale and purchase of SEI's securities
within 6 months of acquiring or disposing of Beneficial Ownership
of that Security.
H. Violations of the Xxxxxxx Xxxxxxx Policy
Unlawful trading of securities while in possession of material nonpublic
information, or improperly communicating that information to others, is a
violation of the federal securities laws and may expose violators to stringent
penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten
years imprisonment. The SEC can recover the profits gained or losses avoided
through the violative trading, a penalty of up to three times the illicit
windfall or loss avoided, and an order permanently enjoining violators from such
activities. Violators may be sued by investors seeking to recover damages for
xxxxxxx xxxxxxx violations. In addition, violations by an employee of SEI may
expose SEI to liability. SEI views seriously any violation of this Policy, even
if the conduct does not, by itself, constitute a violation of the federal
securities laws. Violations of this Policy constitute grounds for disciplinary
sanctions, including dismissal.
SEI INVESTMENTS COMPANY
CODE OF ETHICS AND XXXXXXX XXXXXXX POLICY
EXHIBITS
Exhibit 1 Pre-clearance Request Form
Exhibit 2 Account Opening Letters to Brokers/Dealers
Exhibit 3 Initial Holdings Report
Exhibit 4 Quarterly Transaction Report
Exhibit 5 Annual Securities Holdings Report
Exhibit 6 Annual Compliance Certification
