Post-Effective Amendment
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 485APOS Post-Effective Amendment 205 1.10M
2: EX-99.B(D)(2) Miscellaneous Exhibit 1 6K
3: EX-99.B(D)(50) Miscellaneous Exhibit 10 32K
4: EX-99.B(D)(55) Miscellaneous Exhibit 10 31K
5: EX-99.B(D)(85) Miscellaneous Exhibit 1 7K
6: EX-99.B(E)(2) Miscellaneous Exhibit 1 6K
7: EX-99.B(H)(4) Miscellaneous Exhibit 2± 7K
8: EX-99.B(P)(39) Miscellaneous Exhibit 8 36K
EX-99.B(P)(39) — Miscellaneous Exhibit
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Exhibit 99.B(p)(39)
FISHER INVESTMENTS, INC.
CODE OF ETHICS
AND
POLICY REGARDING
PERSONAL SECURITIES TRANSACTIONS
PROLOGUE
As a firm, Fisher Investments, Inc. ("Fisher") is committed to providing the
highest quality of service to all of our customers. We also have a
responsibility to our customers, the public, and our profession to deliver our
services in a professional manner, resisting pressures to compromise our values
and standards. The firm employees must in all respects comply with all relevant
Federal and State Laws, regulations and requirements affecting registered
investment advisors.
Fisher has adopted a formal COMPLIANCE POLICIES AND PROCEDURES MANUAL, which
provides guidance to all employees of the Firm with respect to the appropriate
standards of professional conduct. Upon employment, each officer, director, and
employee receives a written copy of the firm's COMPLIANCE MANUAL POLICIES AND
PROCEDURES MANUAL and receives training on the firm's policies and procedures.
COMPLIANCE MANUAL incorporates the firm's policies and procedures including:
overview of regulatory statutes, fiduciary and related issues, investment
advisory contracts and fees, client disclosure requirements, brokerage
transactions, proxy issues, marketing and solicitation, custody of client
assets, supervision procedures, and the Code of Ethics.
Upon employment, each new officer, director, and employee must acknowledge in
writing that they reviewed and became familiar with COMPLIANCE MANUAL'S
contents, agreed to abide by itS requirements and acknowledged that failure to
do so carries employment risks. Additionally, the firm holds an annual review of
the COMPLIANCE MANUAL for all its existing officers, directors, and employees.
At that time all existing officers, directors, and employees are responsible for
reading the most recent version of the COMPLIANCE MANUAL and acknowledge in
writing that they read its contents and agree to abide by its provisions.
RULE 17j-1 OF THE INVESTMENT COMPANY ACT OF 1940
Fisher has adopted a Code of Ethics which prevents all Access Employees from
engaging in the improper conduct outlined in Rule 17j-1(b) of the Investment
Company Act of 1940. In order to meet Rule 17j-1 requirements under the
Investment Company Act of 1940, the following specifically outlines the firm's
procedures regarding the following items:
a) Fisher has the duty at all times to place the interests of its clients,
including the Purisima Funds shareholders, first,
b) The requirement that all personal securities transactions be conducted
consistently with this code of ethics so as to avoid any actual or
potential conflict of interest or any abuse of an individual's position of
trust and responsibility,
c) The fundamental standard that mutual fund advisory and distributor
personnel should not take inappropriate advantage of their positions.
All Access Employees of Fisher may not engage either directly or indirectly in
any personal securities transactions without the prior written approval of
Fisher. All accounts will be reviewed quarterly, and all Access Employees are
required to provide copies of all brokerage statements. Non-Advisory Employees
are not required to obtain written approval from Fisher to engage in personal
securities transaction and are not required to provide copies of all brokerage
statements.
I. SCOPE AND SUMMARY
(a) Rule 17j-1 under the Investment Company Act of 1940, as amended
(the "1940 Act"), requires every investment company, as well as
every investment adviser to and principal underwriter of an
investment company to have a written Code of Ethics that
specifically covers trading practices by "Access Persons" as
defined in section I (b). This Code of Ethics refers to "Access
Persons" as "Global Access Employees". The Rule also requires
that reasonable diligence be used and procedures instituted to
prevent violations of this Code of Ethics.
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(b) This Code of Ethics incorporates the policy on personal trading
set forth in the "Fisher Investments, Inc. COMPLIANCE POLICIES
AND PROCEDURES MANUAL" (which applies to officers, directors and
all Access Persons of the funds and employees of Fisher
Investments, Inc.) This policy also includes all Trustees of The
Purisima Funds and employees of Fisher Investments, Inc. who, in
connection with their regular functions or duties, make,
participate in, or obtain information regarding the purchase or
sale of securities for the investment company clients of Fisher
Investments, Inc., unless noted otherwise herein.
For the purposes of the foregoing policy the following terms shall
have the meanings indicated:
"Global Access Employees" are defined to include (1)
officers, directors and certain shareholders of the mutual fund adviser
(Fisher Investments, Inc.) as well as (2) employees of Fisher Investments,
Inc. who, in connection with their regular functions or duties, make,
participate in, or obtain information regarding the purchase or sale of
securities by the mutual funds constituting series of The Purisima Funds
(each, a "Fund") or whose functions relate to the making of any
recommendations with respect to the purchases and sales (3) each member of
the Fund's Board of Trustees, (4) employees of FI whose functions relate to
the making of any recommendations with respect to the purchases and sales
of securities in portfolios of FI clients or obtain information in advance
of the trades regarding the purchase or sale recommendations being made by
Fisher prior to the effective dissemination of such recommendations or of
the information concerning such recommendations: (i) any person in a
control relationship to Fisher; (ii) any affiliated person of such
controlling person, and (iii) any affiliated person of such affiliated
person.
"Limited Access Employees" are defined to include (1) any FI employee
who does not make any recommendations with respect to the purchases
and sales of securities in portolios of FI clients or obtain
information in advance of the trades regarding the purchase or sale of
securities and (2) any FI employee who in connection with his or her
duties obtains or may gain access to the information concerning FI
clients' CURRENT portfolio holdings.
"All Access Employees" are collectively "Global Access Employees" and
"Limited Access Employees".
"Control Account" means any securities account, whether or not with a
broker or dealer, over which any type of Access Employee has any control or
influence with respect to security transaction decisions or in which the
Access Employee has any beneficial interest (i. e. derives any benefit).
Such accounts include those securities accounts of (i) any Access
Employee,(ii) his or her spouse, (iii) any family member of the Access
Employee living in the same household as the Access Employee , and (iv) any
trust, partnership or other entity in which the Access Employee or a family
member influences security transaction decisions or has any beneficial
interest.
"Non-Advisory Employee" means any employee who is not a partner, officer,
or director of Fisher; any employee that does not determine any
recommendation; any employee who does not participate in the determination
of recommendations being made by Fisher prior to the effective
dissemination of such recommendations or of the information concerning such
recommendations.
"Security" means any security listed on any national securities exchange or
otherwise publicly traded other than on any national securities exchange,
and includes any other security or similar instrument purchased or
considered for purchase by Fisher for any of its client accounts.
(c) The "Blue Ribbon" Advisory Group on Personal Investing in its
report to the Investment Company Institute also articulated the following
three general fiduciary principles which that Advisory Group believes
should govern the personal investment activities of mutual fund advisory
and distributor personnel:
i. the duty at all times to place the interests of Fund
shareholders first;
ii. the requirement that all personal securities
transactions be conducted consistently with the Code of
Ethics 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; and
iii. the fundamental standard that mutual fund advisory and
distributor personnel should not take inappropriate
advantage of their positions.
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(d) This Code of Ethics is designed to satisfy the above-referenced
legal requirements and ethical principles as applicable to Fisher
Investments, Inc. in its role as adviser to the Fund as well as to its
other advisory clients. It is important that all shareholders, officers,
directors and employees of Fisher Investments, Inc. to whom this Code of
Ethics applies and all Trustees of The Purisima Funds observe the ethical
standards set forth in the Code of Ethics.
(e) This Code of Ethics is not intended to cover all possible areas
of potential liability under the 1940 Act or under the federal securities
laws in general. For example, other provisions of Section 17 of the 1940
Act prohibit various transactions between a registered investment company
and affiliated persons, including the knowing sale or purchase of property
to or from a registered investment company on a principal basis, and joint
transactions (E.G., combining to achieve a substantial position in a
security, concerted market activity, or commingling of funds) between an
investment company and an affiliated person.
(f) It is expected that all Access Employees will be sensitive to all
areas of potential conflict, even if this Code of Ethics does not address
specifically an area of fiduciary responsibility.
(g) Each shareholder, officer, director and employee of the Funds'
administrator, Investment Company Administration Corporation (the
"Administrator"), and distributor, Quasar Distributors, LLC. (the
"Distributor"), is required to comply with the reporting and other
requirements of the Administrator's and Distributor's Code of Ethics.
(h) Each member, officer and employee of the Funds' co-distributor,
Purisima Securities, LLC, is required to comply with the Code of Ethics of
that entity.
II. PROHIBITED TRADING PRACTICES
(I) GENERAL ANTI-FRAUD PROHIBITION AND PRE-CLEARANCE. No type of
Access Employee shall purchase, sell or otherwise directly or
indirectly acquire or dispose of any direct or indirect beneficial
ownership interest in a security unless the transaction is not
prohibited by the Fisher Policy and the procedures set forth in the
Fisher Policy have been complied with. Even so, such action is
prohibited if such action by such Access Employee would defraud the
Fund, operate as a fraud or deceit upon the Fund, constitute a
manipulative practice with respect to the Fund or Fisher clients'
portfolios.
i. Prohibition against the use of material nonpublic information.
None of Fisher's employees may engage in any securities
transaction for publicly traded securities either for
themselves, Fisher, any Fisher customer account or any other
person while in possession of any material nonpublic
information regarding such corporation or its securities
irregardless of how or where such information was derived.
Should one of our officers, directors, and employees come in
contact with material non-public information the following
procedures must be followed:
a) Fisher will cease all trading in the securities of the corporation
that is the subject of the information, whether for Fisher, any
Fisher account, or any other person or organization, including an
employee account.
b) The compliance officer and director of research shall be informed
of all facts and circumstances surrounding acquisition of the
information so that the appropriate action can be implemented.
c) Secure and isolate all documents and other sources relating to the
information to insure that knowledge of it cannot be spread
further
Additional procedures to ensure the proper handling of
non-public information are as follows:
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1) All nonpublic information shall be held by the
compliance officer who will hold the information locked
drawer.
2) The Director of Research will place trading
restrictions on the security until the information
becomes public.
3) An educational program is provided to all Fisher
officers, directors, and employees not less than
annually to insure familiarity and compliance with this
policy and these procedures. The Compliance Officer
will also insure that each new officer, director, and
employee is given a copy of this policy and these
procedures and is familiar with them.
4) Violation of the Insider Trading and Securities
Fraud Enforcement Act of 1988 and/or of Fisher's
policies and procedures can open the individual to a
variety of penalties, fines, and/or jail sentences by
various governmental agencies as well as probation
and/or termination from Fisher.
ii. Policy regarding personal trading.
All Access Employees of Fisher may not engage either directly
or indirectly in any personal securities transactions,
including IPOs, without the prior written approval of Fisher.
All accounts will be reviewed quarterly, all Access Employees
are required to provide copies of all brokerage statements.
Control Accounts shall not engage in any trading in any
Security without the express PRIOR approval of Fisher's
designated personnel in Research department with an oversight
by the Assistant Director of Research and Director of Trading,
or (ii) Compliance department. Such approval shall be obtained
through the CETT (Compliance Employee Trade Track) system. The
approval shall be retained on a confidential basis by those
authorized to approve transactions on behalf of Fisher,
whether or not the proposed transaction is approved and shall
not be communicated to any other person except as required by
law.
Personal trading requests (acquisitions and dispositions) are
approved if:
a) no sale or purchase of such security is contemplated for
Fisher client accounts for 1 day for securities that trade
more than $8 million per month and 10 days for securities that
trade less than $8 million per month
b) The purchase is not based on nonpublic material information
Once a security has been pre-authorized it must be traded the same day
while the stock market is open.
Non-advisory Employees are not considered to have Control Accounts and are
exempt from this personal trading requirement, but are bound to the insider
trading requirement.
(II) Securities requiring pre-authorization which are publicly-traded:
- Common stock
- Preferred stock
- Options
- Corporate fixed income
- Municipal fixed income
- Closed-end mutual funds
- Depository receipts
- Warrants
- Futures
- Unit Investments Trusts (UITs)
- Real Estate Investment Trusts
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- IPOs
Securities not requiring pre-authorization which are publicly-traded:
- Securities issued by the US Government or its Agencies
- Open-ended mutual funds
- Money market mutual funds
- Bankers' Acceptances
- Bank Certificates of Deposit
- Commercial Paper
- High Quality Short-Term Debt Instruments, including repurchase
agreements
- Exchange Traded Funds
The following activities do not require pre-authorization:
- Participating in tender offers or other widely disseminated
corporate actions
- Purchase or sale of securities through dividend reinvestment
programs (DRIPs)
- Sale of fractional shares - Exercise or assignment of options
- Transfer liquidations performed by third party brokers
The approval of options will be contingent on the underlying
security's approval. For example, if an employee wished to
purchase a put option for General Electric, the transaction
would only be approved if the underlying common stock was also
available for trading according to the rules described in this
policy.
(III) BLACKOUT PERIODS: Because personal trading may interfere
with client transactions, FI reserves the right to refuse or
postpone approval for any personal trade. The length of the
blackout period will be at the Investment Policy Committee's
discretion but no less than under the SEC guidelines.
(IV) FORBES RESTRICTIONS: The restrictions apply to all
securities that Ken Fisher is referencing in his Forbes column. The
restriction applies to buys and sells regardless if Ken is
recommending a buy or a sell. The restriction time is 45 days prior
to publication date and 14 days after publication date.
According to SEC guidelines, the following exemption is
permissible. Fisher can trade securities for any of the Fisher
employee accounts as long as the securities are bunched with client
trades. The Fisher securities in the bunch are cost averaged or
settled at the worst price of the day. All Fisher employee trades
must bear the fiduciary responsibility of putting the clients'
interests first.
Because personal trading may interfere with client transactions,
Fisher reserves the right to refuse or postpone approval for any
personal trade.
(V) TRADES IN SHARES OF THE FUNDS. Please note that purchases and
sales of shares of the Funds do not need pre-clearance, but
the possibility of appearance of conflict of interest in such
transactions is high. Accordingly, all purchases and sales of
shares of the Funds that are not part of a systematic or
periodic purchase or sale program:
i. should be coordinated through compliance channels,
ii. should be made well in advance of the closing price
calculation each day, and
iii. must not be made when in possession of material
nonpublic information about the Funds.
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III. REPORTING
(a) INITIAL HOLDINGS REPORTS AND ANNUAL HOLDINGS REPORTS. Within 10
days after becoming a Global Access Employee and annually
thereafter, Global Access Employees are required to report the
following to the Compliance Officer (or the Compliance Officer's
designee) with respect to each security covered by the Fisher
Policy:
i. The title, number of shares and principal amount of each
security in which the Global Access Employee had any direct
or indirect beneficial ownership when the person became a
Global Access Employee;
ii. The name of any broker, dealer or bank with whom the Global
Access Employee maintained an account in which any
securities were held for the direct or indirect benefit of
the Global Access Employee as of the date the person became
a Global Access Employee; and
iii. The date that the report is submitted by the Global Access
Employee to the Compliance Officer (or the Compliance
Officer's designee).
(b) QUARTERLY TRANSACTION REPORT. Within 10 days after each quarter,
each Global Access Employee is required to report the following
information regarding his or her personal securities
transactions.
i. The date of the transaction, the title and the number of
shares, and the principal amount of each security involved;
ii. The nature of the transaction (I.E., purchase, sale, or any
other type of acquisition or disposition);
iii. The price at which the transaction was effected; and
iv. The name of the broker, dealer, or bank with or through whom
the transaction was effected.
v. The name of any broker, dealer or bank with whom the Global
Access Employee opened an account in which the Global Access
Employee intends to hold or transact securities.
(c) Within 10 days following the end of each calendar quarter, each
Limited Access Employee is required to report the following
information regarding his or her personal securities
transactions.
i. The date of the transaction and the security symbol;
ii. The nature of the transaction (I.E., purchase or sale); and
iii. The name of the broker, dealer, or bank with or through whom
the transaction was effected.
(d) No reports need to be filed by an independent Trustee unless such
Trustee knows or should have known that the security traded by
the Trustee was being considered for purchase or sale or was
being purchased or sold by a Fund within 15 days on either side
of the Trustee's transaction (see Section IV below).
(e) For periods in which no reportable transactions were effected,
the report shall contain a representation that no transactions
subject to the reporting requirements were effected during the
relevant time period.
(f) Any such report may contain a statement that the report shall not
be construed as an admission by the person making such report
that he has any direct or indirect beneficial ownership in the
security to which the report relates.
(g) Copies of brokerage or account statements or confirmations
containing the information specified in paragraphs (a) and (b)
above may be submitted to the Compliance Officer (or
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the Compliance Officer's designee) in lieu of the quarterly
report listing the transactions. The brokerage account statements
may substitute for the annual report only if the Global Access
Employee provides an annual certification confirming that all
accounts and holdings of securities have been disclosed in those
statements.
IV. EXCEPTIONS TO REPORTING REQUIREMENTS
(a) An independent Trustee, I.E., a Trustee of the Trust who is not an
"interested person" (as defined in Section 2(a)(19) of the 1940 Act) of the
Trust, is not required to file a report on a transaction in a security
provided such Trustee neither knew nor, in the ordinary course of
fulfilling his or her official duties as a trustee of the Trust, should
have known that, during the 15-day period immediately preceding or after
the date of the transaction by the Trustee, such security is or was
purchased or sold by the Trust or is or was being considered for purchase
by its investment adviser.
(b) Shareholders, officers and employees of the Funds' distributor or
administrator who comply with a separate code of ethics of those entities
are exempted from the reporting requirements of this Code of Ethics.
(c) Global Access Employees need not make a report where the report
would duplicate information recorded pursuant to Rules 204-2(a)(12) or
204-2(a)(13) under the Investment Advisers Act of 1940, provided a copy of
such Rule 204 reports is sent either to the Compliance Officer or to his
substitute. Global Access Employees need not make a report with respect to
an exempted transaction or investment as described in the Fisher Policy.
However, personal investment transactions involving shares of any of the
Funds shall be reported.
V. IMPLEMENTATION
This Code of Ethics is to be implemented in the same manner as the Fisher
Policy.
VI. REVIEW, RECORD KEEPING AND SANCTIONS
(a) The Compliance Officer shall be responsible for
maintaining a current list of all Global and Limited
Access Employees and for identifying all reporting Access
Employees on such list, and shall take steps to ensure
that all reporting Access Employees have submitted
reports, confirmations or statements in a timely manner.
The Compliance Officer may delegate the compilation of
this information to appropriate persons.
(b) Fisher is aware of Rule 17j-1 record keeping requirements
and attests that it is in compliance with them.
(c) If an Access Employee commits a material violation of this
Code of Ethics or a preliminary determination is made that
a violation may have occurred, a report of the alleged
violation shall be made to the Board of Trustees.
(d) The Board of Trustees may impose such sanctions as it
deems appropriate, including a letter of censure,
suspension, termination of employment, and/or a disgorging
of any profits made.
(e) Any violations of this Code of Ethics by the Global Access
Employees or Limited Access Employees are taken extremely
serious and will lead to disciplinary actions ranging from
monetary fines to termination of employment as outlined
below.
First offense:
- Procedural review with the trading compliance person
including warning future occurrence will be subject to
further disciplinary action up to and including
termination.
- The trade may be allocated to a client account or may be
broken.
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- The trade will generate a fine of up to $1,000 to be
donated to charity.
- The offending employee will sign off on the compliance
review.
Second offense:
- Procedural review with the trading compliance person.
- The trade may be allocated to a client account or may be
broken.
- The trade will generate a fine of up to $5,000 to be
donated to charity.
- The offending employee will sign off on the compliance
review.
- Discussion of Termination for cause.
Third offense:
- Termination
PRIVACY POLICY
Fisher has also established a privacy policy that is in compliance with
Regulation S-P. The policy is as follows:
Fisher collects nonpublic information from the following sources:
- Information we receive from you on applications or other forms;
- Information you give to us orally; and
- Information about your transactions with us or with others.
Fisher does not disclose any nonpublic personal information about our customers
or former customers without the customer's authorization, except as permitted by
law or in response to inquires from governmental authorities. Fisher restricts
access to your personal and account information to those personnel who need to
know that information to provide products and services to you. Fisher also may
disclose that information to unaffiliated third parties (such as to brokers or
custodians) only as permitted by law and only as needed for us to provide agreed
services to you. Fisher maintains physical, electronic and procedural safeguards
to guard your nonpublic personal information.
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