(EFFECTIVE JANUARY 1, 2005)
XXXX, XXXXXX & CO. LLC
XXXX XXXXXX DISTRIBUTOR LLC
(TOGETHER "LORD XXXXXX")
AND
XXXX XXXXXX FAMILY OF FUNDS (THE "FUNDS")
CODE OF ETHICS
______________
I. STANDARDS OF BUSINESS CONDUCT AND ETHICAL PRINCIPLES
____________________________________________________
XXXX XXXXXX'X FOCUS ON HONESTY AND INTEGRITY HAS BEEN A CRITICAL PART OF
ITS CULTURE SINCE THE FIRM'S FOUNDING IN 1929. XXXX XXXXXX IS A FIDUCIARY
TO THE FUNDS AND TO ITS OTHER CLIENTS. IN RECOGNITION OF THESE FIDUCIARY
OBLIGATIONS, THE PERSONAL INVESTMENT ACTIVITIES OF ANY OFFICER, DIRECTOR,
TRUSTEE OR EMPLOYEE OF THE FUNDS OR ANY PARTNER OR EMPLOYEE OF XXXX XXXXXX
WILL BE GOVERNED BY THE FOLLOWING GENERAL PRINCIPLES: (1) COVERED
PERSONS/1/ HAVE A DUTY AT ALL TIMES TO PLACE FIRST THE INTERESTS OF FUND
SHAREHOLDERS AND, IN THE CASE OF EMPLOYEES AND PARTNERS OF XXXX XXXXXX,
BENEFICIARIES OF MANAGED ACCOUNTS; (2) ALL SECURITIES TRANSACTIONS BY
COVERED PERSONS SHALL BE CONDUCTED CONSISTENT WITH THIS CODE AND IN SUCH A
MANNER AS TO AVOID ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST OR ANY
ABUSE OF AN INDIVIDUAL'S POSITION OF TRUST AND RESPONSIBILITY; (3) COVERED
PERSONS SHOULD NOT TAKE INAPPROPRIATE ADVANTAGE OF THEIR POSITIONS WITH
LORD XXXXXX OR THE FUNDS; AND (4) COVERED PERSONS MUST COMPLY WITH THE
FEDERAL SECURITIES LAWS.
II. SPECIFIC PROHIBITIONS
_____________________
NO PERSON COVERED BY THIS CODE, SHALL PURCHASE OR SELL A SECURITY, EXCEPT
AN EXCEPTED SECURITY, IF THERE HAS BEEN A DETERMINATION TO PURCHASE OR SELL
SUCH SECURITY FOR A FUND (OR, IN THE CASE OF ANY EMPLOYEE OR PARTNER OF
XXXX XXXXXX, FOR ANOTHER CLIENT OF XXXX XXXXXX), OR IF SUCH A PURCHASE OR
SALE IS UNDER CONSIDERATION FOR A FUND (OR, IN THE CASE OF AN EMPLOYEE OR
PARTNER OF XXXX XXXXXX, FOR ANOTHER CLIENT OF XXXX XXXXXX), NOR MAY SUCH
PERSON HAVE ANY DEALINGS IN A SECURITY THAT HE MAY NOT PURCHASE OR SELL FOR
ANY OTHER ACCOUNT IN WHICH HE HAS BENEFICIAL OWNERSHIP, OR DISCLOSE THE
INFORMATION TO ANYONE, UNTIL SUCH PURCHASE, SALE OR CONTEMPLATED ACTION HAS
EITHER BEEN COMPLETED OR ABANDONED.
--------
1 See Definitions in Section VIII
Lord, Xxxxxx & Co. Code of Ethics--Dec. 30, 2004
III. OBTAINING ADVANCE APPROVAL
__________________________
EXCEPT AS PROVIDED IN SECTIONS V AND VI OF THIS CODE, ALL PROPOSED
TRANSACTIONS IN SECURITIES (PRIVATELY OR PUBLICLY OWNED) BY COVERED
PERSONS, EXCEPT TRANSACTIONS IN EXCEPTED SECURITIES AND EXCEPTED
TRANSACTIONS, SHOULD BE APPROVED CONSISTENT WITH THE PROVISIONS OF THIS
CODE. IN ORDER TO OBTAIN APPROVAL, THE COVERED PERSON MUST SEND THEIR
REQUEST TO THE LEGAL DEPARTMENT. THE APPROVAL REQUEST FORM AND INSTRUCTIONS
FOR COMPLETING THE FORM CAN BE FOUND UNDER "LEGAL DEPARTMENT/CODE OF
ETHICS" IN THE PUBLIC FOLDERS ON YOUR COMPUTER. AFTER APPROVAL HAS BEEN
OBTAINED, THE COVERED PERSON MAY ACT ON IT WITHIN THE TWO BUSINESS DAYS
FOLLOWING THE DATE OF APPROVAL, UNLESS HE SOONER LEARNS OF A CONTEMPLATED
ACTION BY XXXX XXXXXX. AFTER THE TWO BUSINESS DAYS, OR UPON HEARING OF SUCH
CONTEMPLATED ACTION, A NEW APPROVAL MUST BE OBTAINED.
FURTHERMORE, IN ADDITION TO THE ABOVE REQUIREMENTS, PARTNERS AND EMPLOYEES
DIRECTLY INVOLVED MUST DISCLOSE INFORMATION THEY MAY HAVE CONCERNING SECURITIES
THEY MAY WANT TO PURCHASE OR SELL TO ANY PORTFOLIO MANAGER WHO MIGHT BE
INTERESTED IN THE SECURITIES FOR THE PORTFOLIOS THEY MANAGE.
IV. REPORTING AND CERTIFICATION REQUIREMENTS; BROKERAGE CONFIRMATIONS
_________________________________________________________________
(1) EXCEPT AS PROVIDED IN SECTIONS V AND VI OF THIS CODE, WITHIN 30 DAYS
FOLLOWING THE END OF EACH CALENDAR QUARTER EACH COVERED PERSON MUST
FILE WITH XXXX XXXXXX'X CHIEF COMPLIANCE OFFICER A SIGNED PERSONAL
SECURITIES TRANSACTION REPORTING FORM. THE FORM MUST BE SIGNED AND
FILED WHETHER OR NOT ANY SECURITY TRANSACTION HAS BEEN EFFECTED. IF
ANY TRANSACTION HAS BEEN EFFECTED DURING THE QUARTER FOR THE COVERED
PERSON'S ACCOUNT OR FOR ANY ACCOUNT IN WHICH HE HAS A DIRECT OR
INDIRECT BENEFICIAL OWNERSHIP, IT MUST BE REPORTED. EXCEPTED FROM THIS
REPORTING REQUIREMENT ARE TRANSACTIONS EFFECTED IN ANY ACCOUNTS OVER
WHICH THE COVERED PERSON HAS NO DIRECT OR INDIRECT INFLUENCE OR
CONTROL (A "FULLY DISCRETIONARY ACCOUNT", AS DEFINED IN SECTION VI)
AND TRANSACTIONS IN EXCEPTED SECURITIES. SECURITIES ACQUIRED IN AN
EXCEPTED TRANSACTION SHOULD BE REPORTED, EXCEPT THAT SECURITIES
ACQUIRED THROUGH AN AUTOMATIC INVESTMENT PLAN DO NOT NEED TO BE
REPORTED, UNLESS ANY TRANSACTION IS OUTSIDE THE PRE-SET SCHEDULE OR A
PRE-EXISTING ALLOCATION. XXXX XXXXXX'X CHIEF COMPLIANCE OFFICER, OR
PERSONS UNDER HIS DIRECTION, ARE RESPONSIBLE FOR REVIEWING THESE
TRANSACTIONS AND MUST BRING ANY APPARENT VIOLATION TO THE ATTENTION OF
THE GENERAL COUNSEL OF XXXX XXXXXX. THE PERSONAL SECURITIES
TRANSACTION REPORTING FORM OF THE CHIEF COMPLIANCE OFFICER SHALL BE
REVIEWED BY THE GENERAL COUNSEL.
(2) EACH EMPLOYEE AND PARTNER OF XXXX XXXXXX WILL UPON COMMENCEMENT OF
EMPLOYMENT (WITHIN 10 BUSINESS DAYS) (THE "INITIAL REPORT") AND
ANNUALLY THEREAFTER (THE "ANNUAL REPORT") DISCLOSE ALL PERSONAL
SECURITIES HOLDINGS AND ANNUALLY CERTIFY THAT: (I) THEY HAVE READ AND
UNDERSTAND THIS CODE AND RECOGNIZE THEY ARE SUBJECT HERETO; AND
(II) THEY HAVE COMPLIED WITH THE REQUIREMENTS OF THIS CODE AND
DISCLOSED OR REPORTED ALL SECURITIES TRANSACTIONS REQUIRED TO BE
DISCLOSED OR REPORTED PURSUANT TO THE REQUIREMENTS OF THIS CODE.
SECURITY HOLDINGS INFORMATION FOR THE INITIAL REPORT AND THE ANNUAL
REPORT MUST BE CURRENT AS OF A DATE NOT MORE THAN 45 DAYS PRIOR TO THE
DATE OF THAT REPORT.
Lord, Xxxxxx & Co. Code of Ethics--Dec. 30, 2004 2
(3) EACH EMPLOYEE AND PARTNER OF XXXX XXXXXX WILL DIRECT HIS BROKERAGE
FIRMS TO SEND COPIES OF ALL TRADE CONFIRMATIONS AND ALL MONTHLY
STATEMENTS DIRECTLY TO THE LEGAL DEPARTMENT.
(4) EACH EMPLOYEE AND PARTNER OF XXXX XXXXXX WHO HAS A FULLY-DISCRETIONARY
ACCOUNT SHALL DISCLOSE ALL PERTINENT FACTS REGARDING SUCH ACCOUNT TO
XXXX XXXXXX'X CHIEF COMPLIANCE OFFICER UPON COMMENCEMENT OF
EMPLOYMENT. EACH SUCH EMPLOYEE OR PARTNER SHALL THEREAFTER ANNUALLY
CERTIFY ON THE PRESCRIBED FORM THAT HE OR SHE HAS NOT AND WILL NOT
EXERCISE ANY DIRECT OR INDIRECT INFLUENCE OR CONTROL OVER SUCH
ACCOUNT, AND HAS NOT DISCUSSED ANY POTENTIAL INVESTMENT DECISIONS WITH
SUCH INDEPENDENT FIDUCIARY IN ADVANCE OF ANY SUCH TRANSACTIONS. SUCH
INDEPENDENT FIDUCIARY SHALL CONFIRM INITIALLY, AND ANNUALLY
THEREAFTER, THE ACCURACY OF THE FACTS AS STATED BY THE LORD XXXXXX
EMPLOYEE OR PARTNER.
V. SPECIAL PROVISIONS APPLICABLE TO OUTSIDE DIRECTORS AND TRUSTEES OF THE FUNDS
____________________________________________________________________________
THE PRIMARY FUNCTION OF THE OUTSIDE DIRECTORS AND TRUSTEES OF THE FUNDS IS
TO SET POLICY AND MONITOR THE MANAGEMENT PERFORMANCE OF THE FUNDS' OFFICERS
AND EMPLOYEES AND THE PARTNERS AND EMPLOYEES OF LORD XXXXXX INVOLVED IN THE
MANAGEMENT OF THE FUNDS. ALTHOUGH THEY RECEIVE INFORMATION AFTER THE FACT
AS TO PORTFOLIO TRANSACTIONS BY THE FUNDS, OUTSIDE DIRECTORS AND TRUSTEES
ARE NOT GIVEN ADVANCE INFORMATION AS TO THE FUNDS' CONTEMPLATED INVESTMENT
TRANSACTIONS.
AN OUTSIDE DIRECTOR OR TRUSTEE WISHING TO PURCHASE OR SELL ANY SECURITY
WILL THEREFORE GENERALLY NOT BE REQUIRED TO OBTAIN ADVANCE APPROVAL OF HIS
SECURITY TRANSACTIONS. IF, HOWEVER, DURING DISCUSSIONS AT BOARD MEETINGS OR
OTHERWISE AN OUTSIDE DIRECTOR OR TRUSTEE SHOULD LEARN IN ADVANCE OF THE
FUNDS' CURRENT OR CONTEMPLATED INVESTMENT TRANSACTIONS, THEN ADVANCE
APPROVAL OF TRANSACTIONS IN THE SECURITIES OF SUCH COMPANY(IES) SHALL BE
REQUIRED FOR A PERIOD OF 30 DAYS FROM THE DATE OF SUCH BOARD MEETING. IN
ADDITION, AN OUTSIDE DIRECTOR OR TRUSTEE CAN VOLUNTARILY OBTAIN ADVANCE
APPROVAL OF ANY SECURITY TRANSACTION OR TRANSACTIONS AT ANY TIME.
NO REPORT DESCRIBED IN SECTION IV (1) WILL BE REQUIRED OF AN OUTSIDE
DIRECTOR OR TRUSTEE UNLESS HE KNEW, OR IN THE ORDINARY COURSE OF FULFILLING
HIS OFFICIAL DUTIES AS A DIRECTOR OR TRUSTEE SHOULD HAVE KNOWN, AT THE TIME
OF HIS TRANSACTION, THAT DURING THE 15-DAY PERIOD IMMEDIATELY BEFORE OR
AFTER THE DATE OF THE TRANSACTION (I.E., A TOTAL OF 30 DAYS) BY THE OUTSIDE
DIRECTOR OR TRUSTEE SUCH SECURITY WAS OR WAS TO BE PURCHASED OR SOLD BY ANY
OF THE FUNDS OR SUCH A PURCHASE OR SALE WAS OR WAS TO BE CONSIDERED BY A
FUND. IF HE MAKES ANY TRANSACTION REQUIRING SUCH A REPORT, HE MUST REPORT
ALL SECURITIES TRANSACTIONS EFFECTED DURING THE QUARTER FOR HIS ACCOUNT OR
FOR ANY ACCOUNT IN WHICH HE HAS A DIRECT OR INDIRECT BENEFICIAL OWNERSHIP
INTEREST AND OVER WHICH HE HAS ANY DIRECT OR INDIRECT INFLUENCE OR CONTROL.
EACH OUTSIDE DIRECTOR AND TRUSTEE WILL DIRECT HIS BROKERAGE FIRM TO SEND
COPIES
Lord, Xxxxxx & Co. Code of Ethics--Dec. 30, 2004 3
OF ALL CONFIRMATIONS OF SECURITIES TRANSACTIONS TO THE LEGAL DEPARTMENT,
AND ANNUALLY MAKE THE CERTIFICATION REQUIRED UNDER SECTION IV(2)(I) AND
(II). OUTSIDE DIRECTORS' AND TRUSTEES' TRANSACTIONS IN EXCEPTED SECURITIES
ARE EXCEPTED FROM THE PROVISIONS OF THIS CODE.
IT SHALL BE PROHIBITED FOR AN OUTSIDE DIRECTOR OR TRUSTEE TO TRADE ON
MATERIAL NON-PUBLIC INFORMATION. PRIOR TO ACCEPTING AN APPOINTMENT AS A
DIRECTOR OF ANY PUBLIC COMPANY, AN OUTSIDE DIRECTOR OR TRUSTEE WILL ADVISE
XXXX XXXXXX AND DISCUSS WITH XXXX XXXXXX'X MANAGING PARTNER WHETHER
ACCEPTING SUCH APPOINTMENT CREATES ANY CONFLICT OF INTEREST OR OTHER ISSUES.
IF AN OUTSIDE DIRECTOR OR TRUSTEE, WHO IS A DIRECTOR OR AN EMPLOYEE OF, OR
CONSULTANT TO, A COMPANY, RECEIVES A GRANT OF OPTIONS TO PURCHASE
SECURITIES IN THAT COMPANY (OR AN AFFILIATE), NEITHER THE RECEIPT OF SUCH
OPTIONS, NOR THE EXERCISE OF THOSE OPTIONS AND THE RECEIPT OF THE
UNDERLYING SECURITY, REQUIRES ADVANCE APPROVAL FROM XXXX XXXXXX. FURTHER,
NEITHER THE RECEIPT NOR THE EXERCISE OF SUCH OPTIONS AND RECEIPT OF THE
UNDERLYING SECURITY IS REPORTABLE BY SUCH OUTSIDE DIRECTOR OR TRUSTEE.
VI. ADDITIONAL REQUIREMENTS RELATING TO PARTNERS AND EMPLOYEES OF LORD XXXXXX
_________________________________________________________________________
IT SHALL BE PROHIBITED FOR ANY PARTNER OR EMPLOYEE OF XXXX XXXXXX:
(1) TO OBTAIN OR ACCEPT FAVORS OR PREFERENTIAL TREATMENT OF ANY KIND OR
GIFT OR OTHER THING (OTHER THAN AN OCCASIONAL MEAL OR TICKET TO A
SPORTING EVENT OR THEATRE, OR COMPARABLE ENTERTAINMENT, WHICH IS
NEITHER SO FREQUENT NOR SO EXTENSIVE AS TO RAISE ANY QUESTION OF
PROPRIETY) HAVING A VALUE OF MORE THAN $100 FROM ANY PERSON OR ENTITY
THAT DOES BUSINESS WITH OR ON BEHALF OF THE FUNDS;
(2) TO TRADE ON MATERIAL NON-PUBLIC INFORMATION OR OTHERWISE FAIL TO COMPLY
WITH THE FIRM'S STATEMENT OF POLICY AND PROCEDURES ON RECEIPT AND USE
OF INSIDE INFORMATION ADOPTED PURSUANT TO SECTION 15(F) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND SECTION 204A OF THE INVESTMENT
ADVISERS ACT OF 1940;
(3) TO TRADE IN OPTIONS WITH RESPECT TO SECURITIES COVERED UNDER THIS CODE;
(4) TO PROFIT IN THE PURCHASE AND SALE, OR SALE AND PURCHASE, OF THE SAME
(OR EQUIVALENT) SECURITIES WITHIN 60 CALENDAR DAYS (ANY PROFITS
REALIZED ON SUCH SHORT-TERM TRADES SHALL BE DISGORGED TO THE
APPROPRIATE FUND OR AS OTHERWISE DETERMINED);
(5) TO TRADE IN FUTURES OR OPTIONS ON COMMODITIES, CURRENCIES OR OTHER
FINANCIAL INSTRUMENTS, ALTHOUGH THE FIRM RESERVES THE RIGHT TO MAKE
RARE EXCEPTIONS IN UNUSUAL CIRCUMSTANCES WHICH HAVE BEEN APPROVED BY
THE FIRM IN ADVANCE;
(6) TO ENGAGE IN SHORT SALES OR PURCHASE SECURITIES ON MARGIN;
Lord, Xxxxxx & Co. Code of Ethics--Dec. 30, 2004 4
(7) TO BUY OR SELL ANY SECURITY WITHIN SEVEN BUSINESS DAYS BEFORE OR AFTER
ANY FUND (OR OTHER LORD XXXXXX CLIENT) TRADES IN THAT SECURITY (ANY
PROFITS REALIZED ON TRADES WITHIN THE PROSCRIBED PERIODS SHALL BE
DISGORGED TO THE FUND (OR THE OTHER CLIENT) OR AS OTHERWISE DETERMINED);
(8) TO SUBSCRIBE TO NEW OR SECONDARY PUBLIC OFFERINGS, EVEN THOUGH THE
OFFERING IS NOT ONE IN WHICH THE FUNDS OR XXXX XXXXXX'X ADVISORY
ACCOUNTS ARE INTERESTED;
(9) TO BECOME A DIRECTOR OF ANY COMPANY WITHOUT XXXX XXXXXX'X PRIOR CONSENT
AND IMPLEMENTATION OF APPROPRIATE SAFEGUARDS AGAINST CONFLICTS OF
INTEREST;
(10) TO ENGAGE IN MARKET TIMING ACTIVITIES WITH RESPECT TO THE FUNDS;
(11) TO PURCHASE ANY SECURITY OF A COMPANY THAT HAS A MARKET CAPITALIZATION
AT THE TIME OF PURCHASE BELOW $3 BILLION.
ANY PURCHASE OF A FUND (OTHER THAN XXXX XXXXXX U.S. GOVERNMENT & GOVERNMENT
SPONSORED ENTERPRISES MONEY MARKET FUND) BY A PARTNER OR EMPLOYEE OF XXXX
XXXXXX (WHETHER WITH RESPECT TO THE PROFIT SHARING PLAN OR IN ANY OTHER
ACCOUNT) MUST BE HELD FOR A MINIMUM OF 60 DAYS. THIS 60-DAY MINIMUM HOLDING
PERIOD ALSO APPLIES TO ANY OTHER MUTUAL FUND ADVISED OR SUB-ADVISED BY XXXX
XXXXXX. ANY REQUEST FOR AN EXCEPTION TO THIS REQUIREMENT MUST BE APPROVED
IN WRITING IN ADVANCE BY XXXX XXXXXX'X MANAGING PARTNER AND ITS GENERAL
COUNSEL (OR BY THEIR DESIGNEES). XXXX XXXXXX SHALL PROMPTLY REPORT TO THE
FUNDS' BOARDS ANY APPROVED EXCEPTION REQUEST TO THIS MINIMUM HOLDING PERIOD.
IN CONNECTION WITH ANY REQUEST FOR APPROVAL, PURSUANT TO SECTION III OF
THIS CODE, OF AN ACQUISITION BY PARTNERS OR EMPLOYEES OF LORD XXXXXX OF ANY
SECURITIES IN A PRIVATE PLACEMENT, PRIOR APPROVAL WILL TAKE INTO ACCOUNT,
AMONG OTHER FACTORS, WHETHER THE INVESTMENT OPPORTUNITY SHOULD BE RESERVED
FOR ANY OF THE FUNDS AND THEIR SHAREHOLDERS (OR OTHER CLIENTS OF XXXX
XXXXXX) AND WHETHER THE OPPORTUNITY IS BEING OFFERED TO THE INDIVIDUAL BY
VIRTUE OF THE INDIVIDUAL'S POSITION WITH XXXX XXXXXX OR THE FUNDS. AN
INDIVIDUAL'S INVESTMENT IN PRIVATELY-PLACED SECURITIES WILL BE DISCLOSED TO
THE MANAGING PARTNER OF XXXX XXXXXX IF SUCH INDIVIDUAL IS INVOLVED IN
CONSIDERATION OF AN INVESTMENT BY A FUND (OR OTHER CLIENT) IN THE ISSUER OF
SUCH SECURITIES. IN SUCH CIRCUMSTANCES, THE FUND'S (OR OTHER CLIENT'S)
DECISION TO PURCHASE SECURITIES OF THE ISSUER WILL BE SUBJECT TO
INDEPENDENT REVIEW BY PERSONNEL WITH NO PERSONAL INTEREST IN THE ISSUER.
IF A SPOUSE OF A PARTNER OR EMPLOYEE OF XXXX XXXXXX WHO IS A DIRECTOR OR AN
EMPLOYEE OF, OR A CONSULTANT TO, A COMPANY, RECEIVES A GRANT OF OPTIONS TO
PURCHASE SECURITIES IN THAT COMPANY (OR AN AFFILIATE), NEITHER THE RECEIPT
NOR THE EXERCISE OF THOSE OPTIONS REQUIRES ADVANCE APPROVAL FROM XXXX
XXXXXX OR REPORTING. ANY SUBSEQUENT SALE OF THE SECURITY ACQUIRED BY THE
OPTION EXERCISE BY THAT SPOUSE WOULD REQUIRE ADVANCE APPROVAL AND IS A
REPORTABLE TRANSACTION.
ADVANCE APPROVAL IS NOT REQUIRED FOR TRANSACTIONS IN ANY ACCOUNT OF A
COVERED PERSON IF THE COVERED PERSON HAS NO DIRECT OR INDIRECT INFLUENCE OR
CONTROL (A "FULLY-DISCRETIONARY
Lord, Xxxxxx & Co. Code of Ethics--Dec. 30, 2004 5
ACCOUNT"). A COVERED PERSON WILL BE DEEMED TO HAVE "NO DIRECT OR INDIRECT
INFLUENCE OR CONTROL" OVER AN ACCOUNT ONLY IF: (I) INVESTMENT DISCRETION
FOR THE ACCOUNT HAS BEEN DELEGATED TO AN INDEPENDENT FIDUCIARY AND SUCH
INVESTMENT DISCRETION IS NOT SHARED WITH THE EMPLOYEE, (II) THE COVERED
PERSON CERTIFIES IN WRITING THAT HE OR SHE HAS NOT AND WILL NOT DISCUSS ANY
POTENTIAL INVESTMENT DECISIONS WITH SUCH INDEPENDENT FIDUCIARY BEFORE ANY
TRANSACTION, (III) THE INDEPENDENT FIDUCIARY CONFIRMS IN WRITING THE
REPRESENTATIONS BY THE COVERED PERSON REGARDING THE COVERED PERSON'S HAVING
NO DIRECT OR INDIRECT INFLUENCE OR CONTROL OVER THE ACCOUNT AND (IV) THE
CHIEF COMPLIANCE OFFICER OF LORD XXXXXX HAS DETERMINED THAT THE ACCOUNT
SATISFIES THESE REQUIREMENTS. ANNUALLY THEREAFTER THE COVERED PERSON AND
THE INDEPENDENT FIDUCIARY SHALL CERTIFY IN WRITING THAT THE REPRESENTATIONS
OF SUBPARAGRAPHS (II) AND (III) OF THIS PARAGRAPH REMAIN CORRECT.
TRANSACTIONS IN FULLY-DISCRETIONARY ACCOUNTS BY AN EMPLOYEE OR PARTNER OF
XXXX XXXXXX ARE NOT SUBJECT TO THE POST-TRADE REPORTING REQUIREMENTS OF
THIS CODE.
VII. ENFORCEMENT AND REPORTING OF VIOLATIONS
_______________________________________
THE GENERAL COUNSEL FOR XXXX XXXXXX AND XXXX XXXXXX'X CHIEF COMPLIANCE
OFFICER ARE CHARGED WITH THE RESPONSIBILITY OF ENFORCING THIS CODE, AND MAY
APPOINT ONE OR MORE EMPLOYEES TO AID THEM IN CARRYING OUT THEIR ENFORCEMENT
RESPONSIBILITIES. THE CHIEF COMPLIANCE OFFICER SHALL IMPLEMENT A PROCEDURE
TO MONITOR COMPLIANCE WITH THIS CODE THROUGH AN ONGOING REVIEW OF PERSONAL
TRADING RECORDS PROVIDED UNDER THIS CODE AGAINST TRANSACTIONS IN THE FUNDS
AND MANAGED PORTFOLIOS. ANY VIOLATION OF THIS CODE OF ETHICS MUST BE
REPORTED PROMPTLY TO XXXX XXXXXX'X CHIEF COMPLIANCE OFFICER, OR, IN HIS
ABSENCE, TO XXXX XXXXXX'X GENERAL COUNSEL. THE CHIEF COMPLIANCE OFFICER
SHALL BRING TO THE ATTENTION OF THE FUNDS' AUDIT COMMITTEES ANY APPARENT
VIOLATIONS OF THIS CODE, AND THE ACTION WHICH HAS BEEN TAKEN BY XXXX XXXXXX
AS A RESULT OF SUCH VIOLATION, AND THE FUNDS' AUDIT COMMITTEES SHALL
CONSIDER WHAT ADDITIONAL ACTION, IF ANY, IS APPROPRIATE. THE RECORD OF ANY
VIOLATION OF THIS CODE AND ANY ACTION TAKEN AS A RESULT THEREOF, WHICH MAY
INCLUDE SUSPENSION OR REMOVAL OF THE VIOLATOR FROM HIS POSITION, SHALL BE
MADE A PART OF THE PERMANENT RECORDS OF THE AUDIT COMMITTEES OF THE FUNDS.
XXXX XXXXXX SHALL PROVIDE EACH EMPLOYEE AND PARTNER WITH A COPY OF THIS
CODE, AND OF ANY AMENDMENTS TO THE CODE, AND EACH EMPLOYEE AND PARTNER
SHALL ACKNOWLEDGE, IN WRITING, HIS OR HER RECEIPT OF THE CODE AND ANY
AMENDMENT, WHICH MAY BE PROVIDED ELECTRONICALLY. XXXX XXXXXX'X GENERAL
COUNSEL SHALL PREPARE AN ANNUAL ISSUES AND CERTIFICATION REPORT TO THE
DIRECTORS OR TRUSTEES OF THE FUNDS THAT (A) SUMMARIZES LORD XXXXXX'X
PROCEDURES CONCERNING PERSONAL INVESTING, INCLUDING THE PROCEDURES FOLLOWED
BY XXXX XXXXXX IN DETERMINING WHETHER TO GIVE APPROVALS UNDER SECTION III
AND THE PROCEDURES FOLLOWED BY THE COMPLIANCE AND LEGAL DEPARTMENTS IN
DETERMINING WHETHER ANY FUNDS HAVE DETERMINED TO PURCHASE OR SELL A
SECURITY OR ARE CONSIDERING SUCH A PURCHASE OR SALE, AND ANY CHANGES IN
THOSE PROCEDURES DURING THE PAST YEAR, AND CERTIFIES TO THE DIRECTORS OR
TRUSTEES THAT THE PROCEDURES ARE REASONABLY NECESSARY TO PREVENT
VIOLATIONS, AND (B) IDENTIFIES ANY RECOMMENDED CHANGES IN THE RESTRICTIONS
IMPOSED BY THIS CODE OR IN SUCH PROCEDURES WITH RESPECT TO THE CODE AND ANY
CHANGES TO THE CODE BASED UPON EXPERIENCE WITH THE CODE, EVOLVING INDUSTRY
PRACTICES OR DEVELOPMENTS IN THE REGULATORY ENVIRONMENT, AND (C) SUMMARIZES
ANY APPARENT VIOLATIONS OF THIS CODE OVER THE PAST YEAR AND ANY SANCTIONS
IMPOSED BY XXXX XXXXXX IN RESPONSE TO THOSE VIOLATIONS, INCLUDING ANY
ADDITIONAL ACTION TAKEN BY THE AUDIT COMMITTEE OF EACH OF THE FUNDS WITH
RESPECT TO ANY SUCH VIOLATION.
Lord, Xxxxxx & Co. Code of Ethics--Dec. 30, 2004 6
THE AUDIT COMMITTEE OF EACH OF THE FUNDS AND THE GENERAL COUNSEL OF LORD
XXXXXX MAY DETERMINE IN PARTICULAR CASES THAT A PROPOSED TRANSACTION OR
PROPOSED SERIES OF TRANSACTIONS DOES NOT CONFLICT WITH THE POLICY OF THIS
CODE AND EXEMPT SUCH TRANSACTION OR SERIES OF TRANSACTIONS FROM ONE OR MORE
PROVISIONS OF THIS CODE.
VIII.DEFINITIONS
___________
"COVERED PERSON" MEANS ANY OFFICER, DIRECTOR, TRUSTEE, DIRECTOR OR EMPLOYEE
OF ANY OF THE FUNDS AND ANY PARTNER OR EMPLOYEE OF XXXX XXXXXX. (SEE ALSO
DEFINITION OF "BENEFICIAL OWNERSHIP.")
"EXCEPTED SECURITIES" ARE BANKERS' ACCEPTANCES, BANK CERTIFICATES OF
DEPOSIT, COMMERCIAL PAPER, AND OTHER HIGH QUALITY SHORT-TERM DEBT
INSTRUMENTS, INCLUDING REPURCHASE AGREEMENTS, SHARES OF MONEY MARKET FUNDS,
SHARES OF OTHER U.S. REGISTERED OPEN-END INVESTMENT COMPANIES (OTHER THAN
THE LORD XXXXXX FUNDS OR OTHER FUNDS FOR WHICH XXXX XXXXXX ACTS AS THE
INVESTMENT ADVISER OR SUB-ADVISER) AND DIRECT OBLIGATIONS OF THE U.S.
GOVERNMENT. TRANSACTIONS IN EXCEPTED SECURITIES DO NOT REQUIRE PRIOR
APPROVAL OR REPORTING. PLEASE NOTE THAT SHARES OF CLOSED-END INVESTMENT
COMPANIES, EXCHANGE TRADED UNIT-INVESTMENT TRUSTS ("UITs") AND EXCHANGE
TRADED FUNDS ARE ALL TREATED AS COMMON STOCK UNDER THE CODE. ALSO PLEASE
NOTE THAT THE EXCEPTION FOR OTHER MUTUAL FUNDS INCLUDES ONLY OPEN-END FUNDS
REGISTERED IN THE U.S., AND THAT TRANSACTIONS AND HOLDINGS IN OFFSHORE
FUNDS ARE REPORTABLE. ALSO PLEASE NOTE THAT U.S. GOVERNMENT AGENCY
SECURITIES ARE NOT CONSIDERED "EXCEPTED SECURITIES".
"EXCEPTED TRANSACTIONS" MEANS SECURITIES ACQUIRED THROUGH TENDER OFFERS OR
SPIN-OFFS; SECURITIES RECEIVED DUE TO A MERGER OR ACQUISITION; THE SALE OF
300 SHARES OR LESS OF A S&P 500 STOCK; AND ANY SECURITIES PURCHASED THROUGH
AN AUTOMATIC INVESTMENT PLAN, SUCH AS DIVIDEND REINVESTMENT PROGRAMS
(DRIPs) AND/OR EMPLOYEE STOCK OWNERSHIP PLANS (ESOPs). PLEASE NOTE THAT ANY
SALES MADE FROM DRIPs AND/OR ESOPs REQUIRE PRE-APPROVAL AS DESCRIBED IN
_____
SECTION III OF THIS CODE./2/
"OUTSIDE DIRECTORS AND TRUSTEES" ARE DIRECTORS AND TRUSTEES WHO ARE NOT
"INTERESTED PERSONS" AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940.
"SECURITY" MEANS ANY STOCK, BOND, DEBENTURE OR IN GENERAL ANY INSTRUMENT
COMMONLY KNOWN AS A SECURITY AND INCLUDES A WARRANT OR RIGHT TO SUBSCRIBE
TO OR PURCHASE ANY OF THE FOREGOING AND ALSO INCLUDES THE WRITING OF AN
OPTION ON ANY OF THE FOREGOING.
--------
/2/ Excepted Transactions do not require prior approval, but all Excepted
Transactions are subject to the reporting requirements of Section IV and
VI. No report, however, is required with respect to transactions effected
pursuant to an automatic investment plan, such as DRIPs and ESOPs, except
that any transaction that overrides the pre-set schedule or a pre-existing
allocation of the automatic investment plan must be included in the next
Personal Securities Transaction Reporting Form filed following that
transaction.
Lord, Xxxxxx & Co. Code of Ethics--Dec. 30, 2004 7
"BENEFICIAL OWNERSHIP" IS INTERPRETED IN THE SAME MANNER AS IT WOULD BE
UNDER SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 16A-1
THEREUNDER. ACCORDINGLY, "BENEFICIAL OWNER" INCLUDES ANY COVERED PERSON
WHO, DIRECTLY OR INDIRECTLY, THROUGH ANY CONTRACT, ARRANGEMENT,
UNDERSTANDING, RELATIONSHIP OR OTHERWISE, HAS OR SHARES A DIRECT OR
INDIRECT PECUNIARY INTEREST (I.E. THE ABILITY TO SHARE IN PROFITS DERIVED
FROM SUCH SECURITY) IN ANY EQUITY SECURITY, INCLUDING:
(I) SECURITIES HELD BY A PERSON'S IMMEDIATE FAMILY SHARING THE SAME
HOUSE (WITH CERTAIN EXCEPTIONS);
(II) A GENERAL PARTNER'S INTEREST IN PORTFOLIO SECURITIES HELD BY A
GENERAL OR LIMITED PARTNERSHIP;
(III) A PERSON'S INTEREST IN SECURITIES HELD IN TRUST AS TRUSTEE,
BENEFICIARY OR SETTLOR, AS PROVIDED IN RULE 16A-8(B); AND
(IV) A PERSON'S RIGHT TO ACQUIRE SECURITIES THROUGH OPTIONS, RIGHTS OR
OTHER DERIVATIVE SECURITIES.
"FEDERAL SECURITIES LAWS" INCLUDE 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, AND ANY RULES ADOPTED BY THE SEC UNDER
ANY OF THOSE STATUTES, THE BANK SECRECY ACT AS IT APPLIES TO MUTUAL FUNDS
AND INVESTMENT ADVISERS, AND ANY RULES ADOPTED THEREUNDER BY THE SEC OR
THE DEPARTMENT OF THE TREASURY. A BRIEF SUMMARY OF THE REQUIREMENTS OF
THOSE LAWS AS THEY APPLY TO MUTUAL FUNDS AND INVESTMENT ADVISERS IS
ATTACHED TO THIS CODE AS EXHIBIT 1.
"GENDER/NUMBER" WHENEVER THE MASCULINE GENDER IS USED IN THIS CODE, IT
INCLUDES THE FEMININE GENDER AS WELL, AND THE SINGULAR INCLUDES THE PLURAL
AND THE PLURAL INCLUDES THE SINGULAR, UNLESS IN EACH CASE THE CONTEXT
CLEARLY INDICATES OTHERWISE.
Lord, Xxxxxx & Co. Code of Ethics--Dec. 30, 2004 8
EXHIBIT 1
TO CODE OF ETHICS
--------------------------------------------------------------------------------
The Code of Ethics requires that all Covered Persons must comply with the
Federal Securities Laws. Brief summaries of these laws are set forth below.
I. THE SECURITIES ACT OF 1933 ("1933 ACT")
______________________________________
The 1933 Act governs the public offering of securities of mutual funds and
other issuers, and establishes civil liability for false or misleading
activities during such offerings. This law was enacted "to provide full and
fair disclosure of the character of securities sold in interstate and foreign
commerce" and to prevent related frauds. Thus, the 1933 Act requires mutual
funds and other public issuers to register their securities with the SEC. This
process requires disclosures to the SEC and investors of information relating
to the issuer, the securities and other matters. The 1933 Act provides a
specific civil remedy for purchasers of securities offered by a materially
false or misleading registration statement. A registration statement is false
or misleading if it contains "an untrue statement of material fact or omit[s]
to state a material fact required to be stated therein, or necessary to make
the statements therein not misleading."
II. THE SECURITIES EXCHANGE ACT OF 1934 ("1934 ACT")
_______________________________________________
The 1934 Act regulates various organizations involved in the offer, sale
and trading of securities. It regulates, among others, broker-dealers such as
Xxxx Xxxxxx Distributor. The 1934 Act accomplishes its goals in large part by
requiring that these regulated organizations register with the SEC and subjects
them to regular reporting requirements and examinations by the SEC. The 1934
Act includes anti-fraud provisions that make it unlawful for any person, among
other actions, to directly or indirectly: (1) employ any device, scheme, or
artifice to defraud; (2) make any untrue statement of a material fact or to
omit to state a material fact necessary in order to make the statements made,
in the light of the circumstances under which they were made, not misleading;
or (3) engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon any person, in connection with the
purchase or sale of any security.
III. THE INVESTMENT COMPANY ACT OF 1940 ("1940 ACT")
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The 1940 Act regulates mutual funds as well as their investment advisers
and principal underwriters. The 1940 Act was designed "to mitigate and, so far
as is feasible, to eliminate" various abuses involving mutual funds, including:
(1) inadequate, inaccurate or unclear disclosure with respect to a mutual fund
and its securities; (2) self-dealing by insiders; (3) the issuance of
securities with inequitable terms that fail to protect the privileges and
preferences of outstanding security holders; (4) inequitable methods of control
and irresponsible management; and (5) unsound or misleading accounting methods.
The 1940 Act seeks to accomplish the foregoing goals by, among other things:
(1) establishing registration and reporting requirements; (2) prohibiting
various affiliated transactions; (3) regulating the sale and redemption of
mutual fund shares; (4) establishing special corporate governance standards
relating to the composition and activities of mutual fund boards of directors;
and (5) providing the SEC with extensive inspection and enforcement powers.
Lord, Xxxxxx & Co. Code of Ethics--Dec. 30, 2004 9
IV. THE INVESTMENT ADVISERS ACT OF 1940 ("ADVISERS ACT")
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The Advisers Act regulates investment advisers. Xxxx Xxxxxx is registered
as an investment adviser. Among other matters, the Advisers Act regulates the
fee arrangements and certain other contract terms of an investment advisory
agreement. The Act also prohibits advisers from engaging in any conduct that
would defraud their clients. Xxxx Xxxxxx has a fiduciary duty to act in the
best interests of its clients. The SEC has construed this fiduciary duty
broadly and applies the Act's anti-fraud prohibition aggressively to protect
clients.
V. THE XXXXXXXX-XXXXX ACT OF 2002 ("XXXXXXXX-XXXXX ACT")
____________________________________________________
The Xxxxxxxx-Xxxxx Act implemented new corporate disclosure and financial
reporting requirements by, among other actions, creating a new oversight board
for the accounting profession, mandating new measures to promote auditor
independence, adding new disclosure requirements for investment companies and
other public companies, and strengthening criminal penalties for securities
fraud. This statute was adopted in direct response to widespread corporate
scandals at public corporations that manifested a lack of adequate internal
controls and oversight.
VI. THE XXXXX-XXXXX-XXXXXX ACT (THE "ACT")
_____________________________________
In relevant part, the Act requires financial institutions to comply with
certain privacy requirements regarding personal information relating to their
customers. The Act requires the SEC to establish for financial institutions
(including investment companies, investment advisers and broker-dealers)
appropriate standards to protect customer information. The Act and the SEC's
privacy rules have three primary purposes: (1) to require financial
institutions to notify consumers of their privacy policies and practices;
(2) to describe the circumstances under which financial institutions may
disclose non-public personal information regarding customers to unaffiliated
third parties; and (3) to provide a method for customers to opt out of such
disclosures, subject to certain exceptions. Xxxx Xxxxxx has implemented
policies, procedures and training to protect the integrity and privacy of its
clients' information.
VII. THE BANK SECRECY ACT
____________________
The USA PATRIOT Act of 2001 (the "Act") amended the Bank Secrecy Act to
include mutual funds among the types of financial institutions that are
required to establish anti-money laundering compliance programs. The Act
requires all such institutions to develop and institute anti-money laundering
programs that, at a minimum: (1) include internal policies, procedures, and
controls; (2) designate a compliance officer to administer and oversee the
program; (3) provide for ongoing employee training; and (4) include an
independent audit function to test the program. The Lord Xxxxxx Funds and Xxxx
Xxxxxx have adopted an anti-money laundering compliance program designed to
meet these requirements.
Lord, Xxxxxx & Co. Code of Ethics--Dec. 30, 2004 10
