Exhibit No. EX-99.p.6
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WESTFIELD CAPITAL MANAGEMENT COMPANY, LLC
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CODE OF ETHICS
Adopted July 1, 2004
Amended May 16, 2005
Amended October 17, 2005
Amended February 16, 2006
Table of Contents
Introduction: Things You Need to Know to Use this Code
Section I (Applies to all personnel)
A.General Principles
X.Xxxxx 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 Transactions Reports
3.Quarter 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.Compete 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
6.Sanctions
Section III - Definitions
Access Persons Covered Security Investment Person
Automatic Investment Plan Family/Household Limited Offering
Beneficial Ownership Federal Securities Laws Reportable Funds
Code Officer Initial Public Offering Primary Identifier
Form A: Initial Holdings Report
Form B: Quarterly Personal Transactions
Form C: Quarterly Personal Brokerage Account Report
Form D: Annual Certification of Compliance & Inventory Report
Form E: Pre-clearance 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 on an annual basis.
3. This Code has three sections:
Section I: Applies to ALL Personnel
Section II: Applies to Access Persons and
Investment Persons
Section III: Definitions
4. There are also four Reporting Forms that Access Persons have to fill
out under this Code. You can obtain 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 provisions of the Code that apply
to Access Persons in addition the provisions of the Code that apply to
Investment Persons.
6. Non-interested WCM Board Members (those 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 WCM Board Member come
into possession of or 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 provided
by 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 which are determined
by a Code Officer. However, WCM expects that waivers, if any, will be
granted only in rare instances and documented by the Code Officer for
WCM's files; and some provisions of the Code that are mandated by the
rules and regulations of the Securities and Exchange Commission
("SEC") cannot be waived.
8. This Code shall be governed by Rule 17j-1under the Investment Company
Act of 1940, as amended, and Rule 204A-1 under the Investment Advisers
Act of 1940, as amended.
SECTION I
A. General Principles - The following general principles apply to ALL
personnel, including WCM 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 may impose one, several or all of the
following: penalties or fines as outlined in Section II.C.6 of this
Code; a reduction of compensation, a demotion; a disgorgement of
trading gains; suspension or termination of 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, 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.
5. All personnel must report their gifts and entertainment received or
given on a quarterly basis. Guidelines are provided below to help
determine whether an item is reportable. However, each employee should
use his or her own discretion on what constitutes normal business
entertainment and gifts.
a) Gifts, meals, tickets to events, golf outings, etc. must be
reported. Exceptions to this are meals or outings that are part
of normal business (e.g., broker bringing in lunch for a
meeting). However, be advised that if these are excessive, they
may be reportable.
b) Items of nominal value do not need to be reported. Examples
include: most company logo items (pens, golf balls, key chains).
c) Meals or outings with the broker, client, or consultant generally
are not reportable as long as they are not excessive in nature.
C. Service on the Board or as an Officer of another Company -This applies to
ALL personnel, including 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 WCM Board Member who are not employees of WCM, although WCM Board
Members who are not employees are nevertheless required to inform WCM
on an annual basis 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 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 to understand 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 Securityin 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 all 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.
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 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. Such determination will be made by a Code
Officer. If there is a question regarding this issue, please
see a Code Officer.
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, 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 Chief Compliance Officer with assistance from the Compliance
Officer shall determine whether the policies established in this
Code have been violated, and what sanctions, if any, should be
imposed. The Compliance Department and Board of Directors shall
review the operations of this Code at least annually or as
dictated by applicable laws or regulations.
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 an
amendment approved 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) of the Advisers Act 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 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) of the
Advisers Act 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 Initial
Public Offerings and Limited Offerings are maintained for at
least five years after the end of the fiscal year in which the
approval is granted.
6. Sanctions
a. A Code Officer will notify you of any discrepancy
between your personal trading activities and the
rules/restrictions outlined in this Code. If a
discrepancy cannot be thoroughly explained or corrected
to the Compliance Department's satisfaction, the Chief
Compliance Officer, or in her absence, the Compliance
Officer, has full authority as granted by the WCM Board
of Directors, to determine and impose a sanction upon
any employee or board member who may have violated the
Code or the spirit of the Code.
b. Sanctions will consist of the following for Investment
Persons:
1. Late Reporting $10.00 per day after due
date
2. Missing Information $5.00 per trade; $25.00
per account
3. Failure to preclear $50.00 per trade for first
offense; $50.00 thereafter
4. Restricted List $100.00 per trade first
offense; $100.00 thereafter
5. Front Running $500.00/microcap
$250.00/small cap
$100.00/mid cap
$50.00/large cap
Such fines are in addition to disgorging profits. Market
capsare defined by WCM products.
6. Short term trading any profits gained within the
specified 30-day period (regardless of number of
accounts involved in the gain) will be
disgorged.
c. Sanctions will consist of the following for Access
Persons:
1. Late Reporting $5.00 per day after due date
2. Missing Information $5.00 per trade; $10.00 per
account
3. Failure to preclear $25.00 per trade for first
offense; $25.00 thereafter
4. Restricted List $50.00 per trade first offense;
$25.00 thereafter
d. All sanctions will be paid by personal check made
payable to: Westfield Capital Management Company, LLC.
Each payment will be submitted to a charity of the
Chief Compliance Officer or Compliance Officer's
unbiased choice.
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 a 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):
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
SAMPLE WCM EMPLOYEE
FORM C
Brokerage Account Certification Statement
FORM D
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:______________________
FORM E
WESTFIELD CAPITAL MANAGEMENT
COMPANY, LLC
----------------------------------------
PRECLEARANCE OF SECURITIES
----------------------------------------
TRANSACTION FORM
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 _____ Yes _____ No
information regarding the security or
issuer of the security?(1)
(9) To your knowledge, are the _____ Yes _____ No
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 _____ Yes _____ No
security within 30 days or less?
(11) If you are an Analyst, does _____ Yes _____ No
your area of coverage extend to the
security you are seeking
preclearance for?
(12) If you are a Portfolio Manager,(,) _____ Yes _____ No
has any account you manage
purchased or sold these
securities or equivalent securities
within the past seven calendar day
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?
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.
