Pre-Effective Amendment to Registration Statement by a Closed-End Investment Company — Form N-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: N-2/A Pre-Effective Amendment to Registration Statement 359 1.42M
by a Closed-End Investment Company
16: CORRESP ¶ Comment-Response or Other Letter to the SEC 1 2K
2: EX-99.GI Miscellaneous Exhibit 13 49K
3: EX-99.GII Miscellaneous Exhibit 9 33K
4: EX-99.H Miscellaneous Exhibit 14 68K
5: EX-99.J Miscellaneous Exhibit 26 112K
6: EX-99.KI Miscellaneous Exhibit 27 130K
7: EX-99.KII Miscellaneous Exhibit 26 85K
8: EX-99.KIII Miscellaneous Exhibit 5 16K
9: EX-99.L Miscellaneous Exhibit 2 12K
10: EX-99.N Miscellaneous Exhibit 1 7K
11: EX-99.P Miscellaneous Exhibit 2 10K
12: EX-99.RI Miscellaneous Exhibit 23 68K
13: EX-99.RII Miscellaneous Exhibit 21 60K
14: EX-99.RIII Miscellaneous Exhibit 23 62K
15: EX-99.RIV Miscellaneous Exhibit 20 65K
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
--------------------------------------------------------------------------------
THIS POLICY APPLIES TO ALL TRUSTS IDENTIFIED IN APPENDICES I AND II
[Enlarge/Download Table]
-------------------------------------------------------------------------------------------------------------
COMPLIANCE MONITORING MONITORING RECORDKEEPING PERIODIC TESTING
RESPONSIBILITY FREQUENCY RESPONSIBILITY
-------------------------------------------------------------------------------------------------------------
FUNDS, ADVISERS, SUB-ADVISERS, CONTINUOUS SEIGFS, SIDCO., ADVISER, QUARTERLY
SEIGFS, SIDCO. SUB-ADVISERS
-------------------------------------------------------------------------------------------------------------
POLICY STATEMENT: Rule 17j-1 under the Investment Company Act of 1940 ("1940
Act") requires every fund (other than a money market fund or a fund that does
not invest in "covered securities" as that term is defined in the Rule) and
each investment adviser of and principal underwriter for the fund, to adopt a
written code of ethics ("Code of Ethics") containing provisions reasonably
necessary to prevent its "access persons", as that term is defined in the Rule,
from engaging in any conduct prohibited by the Rule.
A Code of Ethics shall prohibit access persons from engaging in fraudulent,
deceitful, or manipulative practices in connection with the purchase or sale of
a security held or to be acquired by funds. The Code of Ethics also must
prohibit access persons from making any untrue statement of material fact or
omitting to state material facts where necessary. The Code of Ethics is
designed to detect and prevent access persons from engaging in the fraudulent
personal trading and other activities proscribed by the rule and the Code of
Ethics.
PROCEDURES: The Funds have adopted the following procedures:
The Funds CODE OF ETHICS ADOPTED UNDER RULE 17J-1 (copy attached) governs the
Funds' policies and procedures pursuant to 17j-1. Fund Compliance will
communicate these procedures to the Advisers and Fund Access Persons through
delivery of the Code of Ethics.
SEI-GFS, SIDCO and each Adviser (excluding those Advisers who manage only money
market funds) maintain separate codes of ethics that are designed to comply
with the requirements of Rule 17j-1.
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
CODE OF ETHICS
ADOPTED UNDER RULE 17J-1
Officers, Trustees, and other persons involved with the Series Trusts, (each a
"Fund," and together, the "Funds") are required to act with integrity and good
faith, particularly when their personal interests may conflict with the Funds'
interests. Potential conflicts of interests include circumstances where
officers, Trustees and certain other persons:
o Know about the Funds' present or future portfolio transactions; or
o Have the power to influence the Funds' portfolio transactions; and
o Engage in securities transactions in their personal account(s).
In accordance with the requirements of Rule 17j-1 under the 1940 Act, the Funds
have adopted this Code of Ethics (the "Code") to address transactions and
conduct that may create conflicts of interest, establish reporting
requirements, and create enforcement procedures. Definitions of UNDERLINED
terms used throughout the Code are included in ADDENDUM I.
I. ABOUT THIS CODE OF ETHICS
A. Who is Covered by the Code?
All Fund ACCESS PERSONS are covered under this Code. Fund ACCESS PERSONS
generally are:
o All Trustees of a Fund, both INTERESTED and INDEPENDENT;
o All Fund Officers; and
o Natural persons in a CONTROL relationship to a Fund who obtain
information concerning recommendations about the PURCHASE OR SALE of a
security by a Fund ("Natural CONTROL Persons").
B. What Rules Apply to Me?
o This Code sets forth specific prohibitions and restrictions. They
apply to all Fund ACCESS PERSONS except where otherwise noted. The
Code also sets out reporting requirements for ACCESS PERSONS. For the
reporting requirements that apply to you, please refer to Parts A, B
and C, as indicated below:
o Independent Trustees Part A
o Interested Trustees and Fund Officers Part B
o Natural CONTROL Persons Part C
II. STATEMENT OF GENERAL PRINCIPLES
In recognition of the trust and confidence placed in the Funds by shareholders,
the Funds have adopted the following principles to be followed by their ACCESS
PERSONS:
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
A. The interests of the Funds' shareholders are paramount. You must place
shareholder interests before your own.
B. You must effect all personal securities transactions in a manner that avoids
any conflict between your personal interests and the interests of the Funds or
their shareholders.
C. You must avoid actions or activities that allow you or your family to
benefit from your position with the Fund, or that bring into question your
independence or judgment.
D. You must not disclose MATERIAL NONPUBLIC INFORMATION to others or engage in
the PURCHASE OR SALE (or recommend or suggest that any person engage in the
PURCHASE OR SALE) of any SECURITY to which such information relates.
III. GENERAL PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION
Fund ACCESS PERSONS may not, in connection with the purchase or sale, directly
or indirectly, of a SECURITY HELD OR TO BE ACQUIRED by the Funds:
A. Employ any device, scheme or artifice to defraud the Funds;
B. Make any untrue statement of a material fact to the Funds or omit to state a
material fact necessary in order to make the statements made to the Funds, in
light of the circumstances under which they are 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 Funds; or
D. Engage in any manipulative practice with respect to the Funds.
IV. PROHIBITIONS AND RESTRICTIONS FOR ACCESS PERSONS
(not applicable to INDEPENDENT TRUSTEES)
A. Blackout Period on Personal Securities Transactions. This restriction
applies to:
o ACCESS PERSONS who, in connection with their regular duties, make,
participate in, or obtain information regarding the PURCHASE OR SALE
OF SECURITIES by the Fund or whose functions relate to the making of
any recommendations with respect to the PURCHASES OR SALES and
o Natural CONTROL Persons.
These persons may not PURCHASE OR SELL, directly or indirectly, any SECURITY in
which they have (or by reason of such transaction acquire) any BENEFICIAL
OWNERSHIP ON THE SAME DAY as the same SECURITY IS BEING PURCHASED OR SOLD by
the Funds (or any series thereof).
B. Pre-Approval for IPOs and Limited Offerings. This restriction applies to:
o ACCESS PERSONS who, in connection with their duties, make or
participate in making recommendations regarding THE PURCHASE OR SALE
OF any securities by a Fund and
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
o Natural CONTROL Persons.
These persons must obtain approval from the Review Officer (as defined in
Section VI below) before directly or indirectly acquiring BENEFICIAL OWNERSHIP
of any securities in an IPO or LIMITED OFFERING.
C. Limits on Accepting or Receiving Gifts.
ACCESS PERSONS cannot accept or receive any gift of more than $100.00 in value
from any person or entity in connection with the Funds' (or any series thereof)
entry into a contract, development of an economic relationship, or other course
of dealing by or on behalf of the Fund.
V. REPORTING REQUIREMENTS (1)
ACCESS PERSONS of each Fund must comply with the reporting requirements set
forth in Parts A-C (attached), with the exception of those ACCESS PERSONS
reporting subject to Section VIII of this Code.
VI. REVIEW AND ENFORCEMENT OF THE CODE
A. Appointment of a Review Officer.
The Funds' Chief Compliance Officer ("CCO") shall appoint a review officer
("Review Officer") to perform the duties described below.
B. The Review Officer's Duties and Responsibilities.
1. The Review Officer shall notify each person who becomes an ACCESS PERSON
of the Fund and who is required to report under this Code of Ethics of their
reporting requirements NO LATER THAN 10 days before the first quarter in which
such person is required to begin reporting.
2. The Review Officer will, on a quarterly basis, compare all reported
personal securities transactions with the Funds' portfolio transactions
completed during the period to determine whether a Code violation may have
occurred. Before determining that a person has violated the Code, the Review
Officer must give the person a reasonable opportunity to supply explanatory
material.
3. If the Review Officer finds that a material Code violation has occurred,
or believes that a material Code violation may have occurred, the Review
Officer must submit a written report regarding the possible violation to the
Funds' CCO, together with any explanatory material provided by the person who
violated or may have violated the Code. The CCO will determine whether the
person violated the Code.
---------------
(1) Access persons who are out-of-the-office under the Family and Medical
Leave Act (FMLA) during the entire reporting period are not subject to the
reporting requirement portion of the Code during that time. All other portions
of the Code will continue to apply.
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
4. No person is required to participate in a determination of whether he or she
has committed a Code violation or discuss the imposition of any sanction
against himself or herself.
5. The Review Officer will submit his or her own reports, as may be required
pursuant to Parts A-C (attached), to an Alternate Review Officer who shall
fulfill the duties of the Review Officer with respect to the Review Officer's
reports.
6. The Review Officer will create a written report detailing any approvals
granted to ACCESS persons for the acquisition of securities offered in
connection with an IPO or LIMITED OFFERING. The report must include the
rationale supporting any decision to approve such an acquisition.
C. Resolution; Sanctions.
If the CCO determines that a person has violated the Code pursuant to
paragraph B. (3) above, the CCO will determine a resolution of the situation
and impose upon the person any sanctions that the CCO deems appropriate. The
CCO will submit a report of the violation, including a description of the
resolution, to the Board at the next regularly scheduled Board meeting unless,
in the CCO's sole discretion, circumstances warrant an earlier report.
VII. ANNUAL WRITTEN REPORTS TO THE BOARD
At least annually, the CCO, advisers, sub-advisers, and principal underwriter
will provide WRITTEN reports to the Funds' Board of Trustees as follows:
A. ISSUES ARISING UNDER THE CODE. The reports must describe any issues that
arose during the previous year under the Codes or procedures thereto, including
any material code or procedural violations, and any resulting sanctions.
B. The CCO, advisers, sub-advisers, and principal underwriter may report to the
Board more frequently as they deem necessary or appropriate and shall do so as
requested by the Board.
C. CERTIFICATION. Each report must be accompanied by a certification to the
Board that each Fund, adviser, sub-adviser, and principal underwriter has
adopted procedures reasonably necessary to prevent their ACCESS PERSONS from
violating their Code of Ethics.
VIII. INTERRELATIONSHIP WITH OTHER CODES OF ETHICS
A. General Principle: Overlapping Responsibilities.
A person who is both an ACCESS PERSON of a Fund and an ACCESS PERSON of an
investment adviser to a Fund is only required to report under and otherwise
comply with the investment adviser's code of ethics, provided such code has
been adopted pursuant to and in compliance with Rule 17j-1. Such report will
satisfy any reporting obligations under this Code. These ACCESS PERSONS,
however, remain subject to the principles and prohibitions in Sections II and
III hereof.
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
B. Procedures.
Each investment adviser, principal underwriter and administrator of the Fund
must:
1. Submit to the Board of Trustees of the Fund a copy of its code of ethics
adopted pursuant to or in compliance with Rule 17j-1;
2. Promptly furnish to the Fund, upon request, copies of any reports made
under its code of ethics by any person who is also covered by the Fund's Code;
and
3. Promptly report to the Fund in writing any material amendments to its code
of ethics, along with the certification described under Section VII.C., above.
IX. RECORDKEEPING
Each Fund will maintain the following records in accordance with Rule 31a-2
under the 1940 Act and the following requirements. They will be available for
examination by representatives of the U.S. Securities and Exchange Commission
and other regulatory agencies.
A. A copy of this Code and any other code adopted by the Fund, which is, or at
any time within the past five years has been, in effect will be preserved in an
easily accessible place.
B. A record of any Code violation, and of any action taken as a result of the
violation, 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.
C. 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 (SEE Parts A-C for more
information about reporting), will be preserved for a period of at least five
years from the end of the fiscal year in which it is made, the first two years
in an easily accessible place.
D. 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.
E. A copy of each report required by Section VII of this Code must be maintained
for at least five years from the end of the fiscal year in which it is made, the
first two years in an easily accessible place.
F. A record of any decision, and the reasons supporting the decision, to approve
the acquisition by investment personnel 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 was granted.
X. MISCELLANEOUS
A. Confidentiality.
All reports and other information submitted to the Fund pursuant to this Code
will be treated as confidential to the maximum extent possible, provided that
such reports and information may be produced to the U.S. Securities and
Exchange Commission and other regulatory agencies and to persons who have a
need to know for purposes of administering this Code.
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
B. Interpretation of Provisions.
The Board of Trustees may from time to time adopt such interpretations of this
Code as it deems appropriate.
C. Compliance Certification.
Within 10 days of becoming an ACCESS PERSON of the Fund, and each year
thereafter, each such person must complete the Compliance Certification,
attached as ADDENDUM VI.
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
PART A - INDEPENDENT TRUSTEES
I. REQUIRED REPORTS
A. You do not need to submit an initial holdings report or an annual
holdings report.
B. Quarterly Transaction Reports
1. Each quarter, with respect to any transaction during the quarter
in a Security in which you have any direct or indirect BENEFICIAL
OWNERSHIP, or because of the transaction, you acquired direct or
indirect BENEFICIAL OWNERSHIP, you must report your individual
SECURITIES transactions effected IF you KNEW at the time of the
transaction, or in the ordinary course of fulfilling your
official duties as a Trustee SHOULD HAVE KNOWN, that during the
15-day period immediately preceding or following the date of your
transaction, the same SECURITY was purchased or sold, or was
BEING CONSIDERED FOR PURCHASE OR SALE, by the Fund (or any series
thereof).
The "SHOULD HAVE KNOWN" standard does not:
o imply a duty of inquiry;
o presume you should have deduced or extrapolated from
discussions or memoranda dealing with the Funds' (or a
series) investment strategies; or
o impute knowledge from your awareness of the Funds' (or
a series) portfolio holdings, market considerations, or
investment policies, objectives and restrictions.
2. If you have no reportable transactions during the quarter, you
are still required to submit a report. Please note on your report
that you had no reportable items during the quarter, and return
it, signed and dated.
3. You must submit your report to the Review Officer no later than
30 days after the end of each calendar quarter. An "Independent
Trustee Quarterly Personal Securities Transactions Report Form"
is included as ADDENDUM II.
4. You need not submit a quarterly report if the report would
duplicate information in broker trade confirmations received by
the Fund, provided that all required information is contained in
the broker trade confirmations and is received by the Review
Officer NO LATER THAN 30 days after the end of the calendar
quarter. Please see the Review Officer for more information about
this reporting mechanism.
II. WHAT MAY BE EXCLUDED FROM YOUR QUARTERLY REPORTS?
You are not required to detail or list the following items on your quarterly
report:
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
A. Securities accounts, as well as purchases or sales effected for or
SECURITIES held in any account, over which you have no direct or indirect
influence or control;
B. Purchases or sales made pursuant to an AUTOMATIC INVESTMENT PLAN;
C. Purchases or sales of any of the following securities:
o Direct obligations of the U. S. government;
o Bankers' acceptances, bank certificates of deposit, commercial paper
and HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS , including repurchase
agreements; and
o Shares issued by registered, open-end investment companies other than
Fund shares.
You may include a statement in your report that the report shall not be
construed as your admission that you have any direct or indirect BENEFICIAL
OWNERSHIP in the SECURITY included in the report.
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
PART B - INTERESTED TRUSTEES AND FUND OFFICERS
I. REQUIRED REPORTS
A. Initial Holdings Report.
You must submit a listing of all SECURITIES you BENEFICIALLY OWN, as well as
all of your securities accounts to the Review Officer within 10 days of the
date you first become subject to this Code's reporting requirement. The
information contained therein must be current as of a date no more than 45 days
prior to the date you become subject to this Code's reporting requirements. An
Initial Holdings Report Form is attached as ADDENDUM III.
B. Quarterly Transaction and Account Reports.
1. Each quarter, you must report all of your SECURITIES transactions
effected, as well as any securities accounts you established, during the
quarter. You must submit your report to the Review Officer NO LATER THAN 30
days after the end of each calendar quarter. A Quarterly Personal Securities
Transactions Report Form is included as ADDENDUM IV.
2. If you had no reportable transactions and did not open any securities
accounts during the quarter, you are still required to submit a report. Please
note on your report that you had no reportable items during the quarter, and
return it, signed and dated.
3. You need not submit a quarterly report if the report would duplicate
information contained in broker trade confirmations or account statements
received by the Fund, provided that all required information is contained in
the broker trade confirmations or account statements and is received by the
Review Officer NO LATER THAN 30 days after the end of the calendar quarter.
Please see the Review Officer for more information about this reporting
mechanism.
C. Annual Holdings Report.
Each year, you must submit to the Review Officer a listing of all SECURITIES you
BENEFICIALLY OWN, as well as all of your securities accounts. Your list must be
current as of a date no more than 45 days before you submit the report. An
Annual Holdings Report Form is attached as ADDENDUM V.
II. WHAT MUST BE INCLUDED IN YOUR REPORTS?
You must report all transactions in SECURITIES that: (i) you directly or
indirectly BENEFICIALLY OWNED; or (ii) because of the transaction, you acquire
direct or indirect
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
BENEFICIAL OWNERSHIP. In addition, you must also report all of your accounts in
which any securities were held for your direct or indirect benefit.
III. WHAT MAY BE EXCLUDED FROM YOUR REPORTS?
You are not required to detail or list the following items on your reports:
A. Securities accounts, as well as purchases or sales effected for or
SECURITIES held in any account, over which you have no direct or indirect
influence or control;
B. Purchases or sales made pursuant to an AUTOMATIC INVESTMENT PLAN;
C. Purchases or sales of any of the following securities:
o Direct obligations of the U. S. government;
o Bankers' acceptances, bank certificates of deposit, commercial paper
and HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, including repurchase
agreements; and
o Shares issued by registered, open-end investment companies other than
Fund shares.
You may include a statement in your report that the report shall not be
construed as your admission that you have any direct or indirect BENEFICIAL
OWNERSHIP in the SECURITY included in the report.
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
PART C - NATURAL CONTROL PERSONS
I. REQUIRED REPORTS
A. Initial Holdings Report
You must submit a listing of all SECURITIES you BENEFICIALLY OWN, as well as
all of your securities accounts to the Review Officer within 10 days of the
date you first become subject to this Code's reporting requirement. The
information contained therein must be current as of a date no more than 45 days
prior to the date you become subject to this Code's reporting requirements. An
Initial Holdings Report Form is attached as ADDENDUM III.
B. Quarterly Transaction and Account Reports.
o Each quarter, you must report all of your SECURITIES transactions
effected, as well as any securities accounts you established, during
the quarter. You must submit your report to the Review Officer NO
LATER THAN 30 days after the end of each calendar quarter. A Quarterly
Personal Securities Transactions Report Form is included as ADDENDUM
IV.
o If you had no reportable transactions and did not open any securities
accounts during the quarter, you are still required to submit a
report. Please note on your report that you had no reportable items
during the quarter, and return it, signed and dated.
o You need not submit a quarterly report if the report would duplicate
information contained in broker trade confirmations or account
statements received by the Fund, provided that all required
information is contained in the broker trade confirmations or account
statements and is received by the Review Officer NO LATER THAN 30 days
after the end of the calendar quarter. Please see the Review Officer
for more information about this reporting mechanism.
C. Annual Holdings Report.
Each year, you must submit to the Review Officer a listing of all SECURITIES
you BENEFICIALLY OWN, as well as all of your securities accounts. Your list
must be current as of a date no more than 45 days before you submit the report.
An Annual Holdings Report Form is attached as ADDENDUM V.
II. WHAT MUST BE INCLUDED IN YOUR REPORTS?
You must report all transactions in SECURITIES that: (i) you directly or
indirectly BENEFICIALLY OWNED; or (ii) because of the transaction, you acquired
direct or indirect BENEFICIAL OWNERSHIP. In addition, you must also report all
of your accounts in which any securities were held for your direct or indirect
benefit.
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
III. WHAT MAY BE EXCLUDED FROM YOUR REPORTS?
You are not required to detail or list the following items on your reports:
A. Securities accounts, as well as purchases or sales effected for or
SECURITIES held in any account, over which you have no direct or indirect
influence or control;
B. Purchases or sales made pursuant to an AUTOMATIC INVESTMENT PLAN;
C. Purchases or sales of any of the following securities:
o Direct obligations of the U. S. government;
o Bankers' acceptances, bank certificates of deposit, commercial paper
and HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, including repurchase
agreements; and
o Shares issued by registered, open-end investment companies other than
Fund shares.
You may include a statement in your report that the report shall not be
construed as your admission that you have any direct or indirect BENEFICIAL
OWNERSHIP in the SECURITY included in the report.
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
ADDENDUM I
DEFINITIONS
GENERAL NOTE
THE DEFINITIONS AND TERMS USED IN THIS CODE OF ETHICS ARE INTENDED TO MEAN THE
SAME AS THEY DO UNDER THE 1940 ACT AND THE OTHER FEDERAL SECURITIES LAWS. IF A
DEFINITION HEREUNDER CONFLICTS WITH THE DEFINITION IN THE 1940 ACT OR OTHER
FEDERAL SECURITIES LAWS, OR IF A TERM USED IN THIS CODE IS NOT DEFINED, YOU
SHOULD FOLLOW THE DEFINITIONS AND MEANINGS IN THE 1940 ACT OR OTHER FEDERAL
SECURITIES LAWS, AS APPLICABLE.
ACCESS PERSON means:
o any Trustee or officer of a Fund;
o any employee of a Fund (or of any company in a control relationship
to a Fund) who, in connection with his or her regular functions or
duties, makes, participates in, or obtains information regarding the
PURCHASE OR SALE of SECURITIES by a Fund or whose functions relate to
the making of any recommendations with respect to the purchases or
sales; and
o any natural person in a CONTROL relationship to a Fund who obtains
information concerning recommendations made to a Fund with regard to
the PURCHASE OR SALE of securities by a Fund.
NOTE: Persons who are ACCESS PERSONS of a Fund because of their position with
the Fund or with that Fund's adviser or sub-adviser, will generally not be
considered ACCESS PERSONS of another Fund, unless they satisfy the criteria
described above with respect to that particular Fund, E.G., an ACCESS PERSON of
one Fund covered by this joint Code is not automatically considered an ACCESS
PERSON of another Fund covered by this Code.
AUTOMATIC INVESTMENT PLAN means 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 the same as it does under Section 16 of the
Securities Exchange Act of 1934 and Rule 16a-1(a)(2) thereunder. You should
generally consider yourself the "beneficial owner" of any securities in which
you have a direct or indirect pecuniary interest. In addition, you should
consider yourself the beneficial owner of securities held by your spouse, your
minor children, a relative who shares your home, or other persons by reason of
any contract, arrangement, understanding or relationship that provides you with
sole or shared voting or investment power.
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
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
or policies of a company, unless such power is solely the result of an official
position with such company.
Ownership of more than 25% of a company's outstanding voting securities is
presumed to give the holder of such securities control over the company. The
SEC may determine, however, that the facts and circumstances of a given
situation that may counter this presumption.
FUND OFFICERS means any person lawfully elected by the Board of Trustees and
authorized to act on behalf of the Fund. Additional information regarding the
Funds' officers may be found in each Fund's Statement of Additional
Information, respectively.
HIGH QUALITY SHORT-TERM DEBT INSTRUMENT means any instrument that has a
maturity at issuance of less than 366 days and that is rated in one of the two
highest rating categories by a nationally recognized statistical rating
organization (E.G., Moody's Investors Service).
INDEPENDENT TRUSTEE means a Trustee of the Fund who is not an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act. A
list of the Fund's INDEPENDENT TRUSTEES can be found in APPENDIX IV: BOARD AND
COMMITTEE MATTERS maintained by SEI Fund Compliance.
IPO (I.E., initial public offering) means an offering of securities registered
under the Securities Act of 1933, the issuer of which, immediately before
registration, was not subject to the reporting requirements of Section 13 or
Section 15(d) of the Securities Exchange Act of 1934.
INTERESTED TRUSTEE means a Trustee of the Fund who is an "interested person" of
the Fund within the meaning of Section 2(a)(19) of the 1940 Act. A list of the
Fund's INTERESTED TRUSTEES can be found in APPENDIX IV: BOARD AND COMMITTEE
MATTERS maintained by SEI Fund Compliance.
LIMITED OFFERING means an offering that is exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2), Section 4(6), Rule 504, Rule
505 or Rule 506 (E.G., private placements).
MATERIAL - Information is "material" where there is a substantial likelihood
that a reasonable investor could consider the information important in deciding
whether to buy or sell the securities in question, or where the information, if
disclosed, could be viewed by a reasonable investor as having significantly
altered the "total mix" of information available. Where the nonpublic
information relates to a possible or contingent event, materiality depends upon
a balancing of both the probability that the event will occur and the
anticipated magnitude of the event in light of the totality of the activities
of the issuer involved. Common, but by no means exclusive, examples of
"material" information include information concerning a company's sales,
earnings, dividends, significant acquisitions or mergers and major litigation.
So-called "market information," such as information concerning an impending
securities transaction may also, depending upon the circumstances, be
"material." Because materiality determinations are
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
often challenged with the benefit of hindsight, if an employee has any doubt
whether certain information is "material," this doubt should be resolved
against trading or communicating this information.
NONPUBLIC INFORMATION - Information is "nonpublic" until it has been made
available to investors generally. In this respect, one must be able to point to
some fact to show that the information is generally public, such as inclusion
in reports filed with the SEC or press releases issued by the issuer of the
securities, or reference to this information in publications of general
circulation such as The Wall Street Journal or The New York Times. In general,
information may be presumed to have been made available to investors after two
business days from the formal release of this information.
PURCHASE OR SALE of a SECURITY includes, among other things, the writing of an
option to purchase or sell a SECURITY.
SECURITY means the same as it does under Section 2(a)(36) of the 1940 Act,
except that it does not include direct obligations of the U.S. government,
bankers' acceptances, bank certificates of deposit, commercial paper, HIGH
QUALITY SHORT-TERM DEBT INSTRUMENTS, including repurchase agreements, or shares
issued by registered, open-end investment companies.
A SECURITY HELD OR TO BE ACQUIRED by the Fund means: (A) any SECURITY that
within the most recent 15 days (i) is or has been held by the Fund; or (ii) is
BEING OR HAS BEEN CONSIDERED by the Fund's adviser for purchase by the Fund;
and (B) any option to purchase or sell, and any security convertible into or
exchangeable for, any SECURITY described in (A) of this definition.
A SECURITY is BEING PURCHASED OR SOLD by the Fund from the time a purchase or
sale program has been communicated to the person who places buy and sell orders
for the Fund until the program has been fully completed or terminated.
A SECURITY is BEING CONSIDERED FOR PURCHASE by the Fund when a SECURITY is
identified as such by the investment adviser to the Fund.
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
ADDENDUM II
INDEPENDENT TRUSTEES
QUARTERLY TRANSACTION REPORT
TRANSACTION RECORD OF SECURITIES DIRECTLY OR INDIRECTLY BENEFICIALLY OWNED
FOR THE QUARTER ENDED _________________________
Name:____________________________ Submission Date: ______________
PLEASE SUBMIT THE FOLLOWING INFORMATION BELOW REGARDING SECURITIES IN WHICH YOU
HAVE A DIRECT OR INDIRECT BENEFICIAL OWNERSHIP INTEREST AND KNEW OR SHOULD HAVE
KNOWN THAT DURING THE 15-DAY PERIOD IMMEDIATELY BEFORE OR AFTER THE TRANSACTION
IN A SECURITY, THE FUND PURCHASED OR SOLD THE SECURITY, OR THE FUND OR ITS
INVESTMENT ADVISER CONSIDERED PURCHASING OR SELLING THE SECURITY:
o All purchases and/or sales of securities as defined in the Series
Trusts' Code of Ethics
YOU DO NOT NEED TO REPORT:
o Transactions in direct obligations of the US government, bankers'
acceptances, certificates of deposit, commercial paper, automatic
investment plans or open-end investment companies (mutual funds) other
than the Series Trusts' Funds, and funds for which SIDCO serves as
principal underwriter.
THE REPORT MUST BE RETURNED WITHIN 30 DAYS OF THE APPLICABLE CALENDAR QUARTER
END.
[Enlarge/Download Table]
------------------------------------ ----------- ----------------- ----------- ----- ---------------
SECURITIES TRANSACTIONS:
------------------------------------ ----------- ----------------- ----------- ----- ---------------
Date of Name of Issuer Ticker or Number of Principal Type of Price Name of Broker,
Transaction CUSIP Shares Amount, Maturity Transaction Dealer or Bank
(if Date and Interest Effecting
applicable) Rate Transaction
(if applicable)
----------- -------------- --------- ----------- ----------------- ----------- ----- ---------------
------------------------------------ ----------- ----------------- ----------- ----- ---------------
------------------------------------ ----------- ----------------- ----------- ----- ---------------
------------------------------------ ----------- ----------------- ----------- ----- ---------------
[ ] IF YOU HAD NO REPORTABLE TRANSACTIONS DURING THE QUARTER, PLEASE CHECK HERE.
By signing this document, I represent and certify that:
o I have included on this report all securities transactions required
to be reported pursuant to the policy;
o No transactions were based on material non-public information; and
o To the best of my knowledge, the trade does not conflict with any
investment activity of a SEI client or fund.
Signature: ______________________ Received By: ______________________
Signature _______________________ Date ______________________________
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
ADDENDUM III
INITIAL HOLDINGS REPORT
(INTERESTED TRUSTEES, FUND OFFICERS, NATURAL CONTROL PERSONS)
[Enlarge/Download Table]
Name of Reporting Person: ___________________ [Note: Information must be current
Date Person Became Subject to the as of a date no more than 45 days
Code's Reporting Requirements: ___________________ prior to the date that you became
Information in Report Dated as of: ___________________ subject to the Code's reporting
Date Report Due: ___________________ requirements]
Date Report Submitted: ___________________
SECURITIES HOLDINGS
------------------------- --------------- ---------------------------------------------------------------------
Name of Issuer and No. of Shares Principal Amount, Maturity Date and
Title of Security (if applicable) Interest Rate (if applicable)
------------------------- --------------- ---------------------------------------------------------------------
------------------------- --------------- ---------------------------------------------------------------------
------------------------- --------------- ---------------------------------------------------------------------
If you have no securities holdings to report, please check here. []
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue.
SECURITIES ACCOUNTS
Please provide the following information regarding your existing securities
accounts:
--------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Name(s) on and Type of Account
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
If you have no securities accounts to report, please check here. []
I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES HOLDINGS AND
ACCOUNTS REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.
__________________________ _________________________
Signature Date
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
ADDENDUM IV
INTERESTED TRUSTEES, FUND OFFICERS, NATURAL CONTROL PERSONS
QUARTERLY TRANSACTION REPORT
TRANSACTION RECORD OF SECURITIES DIRECTLY OR INDIRECTLY BENEFICIALLY OWNED
FOR THE QUARTER ENDED _________________________
Name:________________________ Submission Date: ______________
PLEASE SUBMIT THE FOLLOWING INFORMATION BELOW REGARDING SECURITIES IN WHICH YOU
HAVE A DIRECT OR INDIRECT BENEFICIAL OWNERSHIP INTEREST:
o All purchases and/or sales of securities as defined in the Series
Trusts' Code of Ethics
o All brokerage accounts opened during the quarter
YOU DO NOT NEED TO REPORT:
o Transactions in direct obligations of the US government, bankers'
acceptances, certificates of deposit, commercial paper, automatic
investment plans or open-end investment companies (mutual funds) other
than the Series Trusts' Funds, and funds for which SIDCO serves as
principal underwriter.
THE REPORT MUST BE RETURNED WITHIN 30 DAYS OF THE APPLICABLE CALENDAR QUARTER
END.
[Enlarge/Download Table]
SECURITIES TRANSACTIONS:
------------------------------------ ----------- ----------------- ----------- ----- ---------------
Date of Name of Issuer Ticker or Number of Principal Type of Price Name of Broker,
Transaction CUSIP Shares Amount, Maturity Transaction Dealer or Bank
(if Date and Interest Effecting
applicable) Rate Transaction
(if applicable)
----------- -------------- --------- ----------- ----------------- ----------- ----- ---------------
----------- -------------- --------- ----------- ----------------- ----------- ----- ---------------
----------- -------------- --------- ----------- ----------------- ----------- ----- ---------------
----------- -------------- --------- ----------- ----------------- ----------- ----- ---------------
[Enlarge/Download Table]
[ ] IF YOU HAD NO REPORTABLE TRANSACTIONS DURING THE QUARTER, PLEASE CHECK HERE.
BROKERAGE ACCOUNTS OPENED DURING THE QUARTER:
------------------------------------------------- ----------------------------------- ---------------
Name of Broker, Account Number Names on Account Date Account was Type of Account
Dealer or Bank Established
------------------------------ ------------------ ----------------------------------- ---------------
------------------------------ ------------------ ----------------------------------- ---------------
------------------------------ ------------------ ----------------------------------- ---------------
[ ] IF YOU DID NOT ESTABLISH A SECURITIES ACCOUNT DURING THE QUARTER, PLEASE
CHECK HERE.
By signing this document, I represent and certify that:
o I have included on this report all securities transactions required
to be reported pursuant to the policy;
o No transactions were based on material non-public information; and
o To the best of my knowledge, the trade does not conflict with any
investment activity of a SEI client or fund.
Signature:______________________________ Received By: ______________________
SIGNATURE DATE
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
ADDENDUM V
ANNUAL HOLDINGS REPORT
(INTERESTED TRUSTEES, FUND OFFICERS, NATURAL CONTROL PERSONS)
[Enlarge/Download Table]
Name of Reporting Person: _________________
Information in Report Dated as of: _________________ [Note: Information must be current
Date Report Due: _________________ as of a date no more than 45 days
Date Report Submitted: _________________ before the report is submitted.]
Calendar Year Ended: December 31, _________________
Securities Holdings
------------------------- -------- ----- -----------------------------------------------------------
Name of Issuer No. of Principal Amount, Maturity Date and
and Shares Interest Rate (if applicable)
Title of Security (if
applicable)
------------------------- -------------- -----------------------------------------------------------
------------------------- -------------- -----------------------------------------------------------
------------------------- -------------- -----------------------------------------------------------
If you have no securities holdings to report, please check here. []
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue.
Securities Accounts
Please provide the following information regarding your existing securities
accounts:
--------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Name(s) on and Type of Account
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
If you have no securities accounts to report, please check here. []
I certify that I have included on this report all securities holdings and
accounts required to be reported pursuant to the Code of Ethics.
____________________________ ____________________________
Signature Date
CODE OF ETHICS -- PERSONAL SECURITIES TRADING (RULE 17J-1)
ADDENDUM VI
COMPLIANCE CERTIFICATION
________________________________________________________________________
Initial Certification
I certify that I:
(I) HAVE RECEIVED, READ AND REVIEWED THE FUND'S CODE OF ETHICS;
(II) UNDERSTAND THE POLICIES AND PROCEDURES IN THE CODE;
(III) RECOGNIZE THAT I AM SUBJECT TO SUCH POLICIES AND PROCEDURES;
(IV) UNDERSTAND THE PENALTIES FOR NON-COMPLIANCE;
(V) WILL FULLY COMPLY WITH THE FUND'S CODE OF ETHICS; AND
(VI) HAVE FULLY AND ACCURATELY COMPLETED THIS CERTIFICATE.
Signature:
Name: (Please print)
Date Submitted:
Date Due: __________________________
________________________________________________________________________
Annual Certification
I certify that I:
(I) HAVE RECEIVED, READ AND REVIEWED THE FUND'S CODE OF ETHICS;
(II) UNDERSTAND THE POLICIES AND PROCEDURES IN THE CODE;
(III) RECOGNIZE THAT I AM SUBJECT TO SUCH POLICIES AND PROCEDURES;
(IV) UNDERSTAND THE PENALTIES FOR NON-COMPLIANCE;
(V) HAVE COMPLIED WITH THE FUND'S CODE OF ETHICS AND ANY APPLICABLE
REPORTING REQUIREMENTS DURING THIS PAST YEAR;
(VI) HAVE FULLY DISCLOSED ANY EXCEPTIONS TO MY COMPLIANCE WITH THE CODE
BELOW;
(VII) WILL FULLY COMPLY WITH THE FUND'S CODE OF ETHICS; AND
(VI) HAVE FULLY AND ACCURATELY COMPLETED THIS CERTIFICATE.
EXCEPTION(S):
Signature:
Name: (Please print)
Date Submitted:
Date Due: _______________________________________
APPENDIX I: OPEN-END TRUSTS
APPENDIX I: OPEN-END TRUSTS
1. Advisors' Inner Circle Fund
2. Advisors' Inner Circle Fund II
3. Advisors' Inner Circle Fund III
4. Bishop Street Funds
5. The KP Funds
6. Winton Series Trust
APPENDIX II: CLOSED-END TRUSTS
APPENDIX II: CLOSED-END TRUSTS
1. O'Connor EQUUS
2. Winton Diversified Opportunities Fund
↑Top
Filing Submission 0001135428-15-000734 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., May 10, 6:59:01.1am ET 