Delaware Vip Trust, et al. ˇ 485APOS ˇ On 3/1/05 ˇ EX-99
Filed On 3/1/05 2:24pm ET ˇ SEC Files 33-14363, 811-05162 ˇ Accession Number 950116-5-838
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
3/01/05 Delaware Vip Trust 485APOS 11:729 950116
Delaware Vip Trust
Document/Exhibit Description Pages Size
1: 485APOS Post-Effective Amendment 656 2,671K
2: EX-99 Exhibit 99.E3 7 35K
3: EX-99 Exhibit 99.G1x 2 16K
4: EX-99 Exhibit 99.G2ii 2 15K
5: EX-99 Exhibit 99.H1ii 2 12K
6: EX-99 Exhibit 99.H2i 4 18K
7: EX-99 Exhibit 99.P1 9 36K
8: EX-99 Exhibit 99.P2 10 37K
9: EX-99 Exhibit 99.P3 27 80K
10: EX-99 Exhibit 99.P4 3 13K
11: EX-99 Exhibit 99.Q 7 39K
[LOGO]
MONDRIAN INVESTMENT PARTNERS
CODE OF ETHICS
EFFECTIVE: FEBRUARY 1, 2005
1
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
CONTENTS
page
----
Introduction 3
Section I Summary of Restrictions and Requirements 4
Section II Mondrian Investment Partners Employee Code of Ethics 7
Section III Short-Term Trading Exemption List 16
Section IV Insider Trading Policies and Procedures 18
DATE VERSION
------------------ ----------------------------------
September 27, 2004 Initial Code of Ethics
February 01, 2005 First Amendments to Code of Ethics
2
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
INTRODUCTION
This Code of Ethics "Code" covers all employees of Mondrian Investment Partners
Limited and Mondrian Investment Partners (U.S.), Inc. (collectively "Mondrian").
The Code includes standards of business conduct that are expected of Mondrian
employees, and that reflect Mondrian's fiduciary duties. The Code requires
compliance with applicable federal securities laws, and incorporates procedures
to implement such compliance. The responsibility for maintenance and enforcement
of the Code lies substantially with Mondrian's Chief Compliance Officer.
3
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION I
SUMMARY OF
RESTRICTIONS AND REQUIREMENTS
TABLES
4
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION I
CODE OF ETHICS SUMMARY TABLE
ˇ Enlarge/Download Table
PERSONNEL SUBJECT TO RESTRICTIONS
-------------------------------------------
PORTFOLIO INVESTMENT ACCESS AFFILIATED
ACTIVITY MANAGERS* PERSONNEL* PERSONS* PERSONS*
------------------------------------------------------------ --------- ---------- -------- ----------
A. BLACKOUT PERIODS
1. Trading is prohibited until the THIRD TRADING DAY x x x x
FOLLOWING the execution of a Mondrian trade in that
same security.
2. Trading is prohibited for SEVEN CALENDAR DAYS BEFORE x
OR AFTER a Mondrian trade in an account that he/she
manages.
B. PRECLEARANCE
1. All transactions in covered securities, including x x x x
IPOs, must be precleared. The preclearance form must
be signed by the appropriate trading desk and
submitted to the Compliance Department prior to
executing the trade. Preclearance is only good for
that one day.
C. TRANSACTIONS
1. No more than twenty-five (25) security transactions x x x x
are permitted per calendar month. This limit is
applicable in aggregate to all security transactions
in which the covered person has a beneficial interest.
D. INITIAL PUBLIC OFFERING
1. Purchasing any initial public offering is prohibited. x x
E. PRIVATE PLACEMENTS
1. Purchasing any private placement without PRIOR x x x x
written consent from the Compliance Department is
prohibited.
2. You must notify the Compliance Department if you hold x x
a private placement of which the issuer is subject to
investment consideration by Mondrian.
F. BAN ON SHORT-TERM TRADING PROFITS
1. All positions must be held for a period of 60 days, x x
in aggregate, before they can be closed at a profit.
Any short term trading profits are subject to
disgorgement procedures.
2. All holdings in the unit trusts and mutual funds x x x x
listed in Appendix A must be held for a minimum of 60
days before they can be sold at a profit.
G. GIFTS
1. All gifts and hospitality received that are valued at x x x x
(pound)10 ($15) or more must be disclosed. Prior to
accepting gifts or hospitality valued in excess of
(pound)100 ($150), or providing gifts or hospitality
in excess of (pound)200 ($300), you must obtain
approval from the Chief Compliance Officer..
H. SERVICE AS A DIRECTOR
1. Must receive PRIOR written approval from the Legal or x x
Compliance Department before they may serve on the
board of directors of any public company.
*Applies not only to the employee, but also to members of the same
household. Refer to the full code for complete details
5
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION I
REPORTING REQUIREMENTS TABLE
ˇ Enlarge/Download Table
PERSONNEL SUBJECT TO RESTRICTIONS
-------------------------------------------
PORTFOLIO INVESTMENT ACCESS AFFILIATED
REPORTING REQUIREMENTS MANAGERS* PERSONNEL* PERSONS* PERSONS*
------------------------------------------------------------ --------- ---------- -------- ----------
A. DISCLOSURE OF ALL PERSONAL HOLDINGS
1. All personal holdings must be disclosed within 10 x x x
days of employment and annually thereafter.
B. RECORDS OF SECURITIES TRANSACTIONS
1. Employees must direct their broker(s) to forward x x x x
confirmations of personal transactions and monthly
account statements to the Compliance Department.
2. Employees are required to fill out a Personal x x x x
Securities Transaction Report at the end of each
quarter and return the report to the Compliance
Department within 10 days of the end of the quarter.
C. CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
1. Employees must sign a certification that they have x x x x
read and understand the Code of Ethics and have
complied with all requirements of the Code.
6
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II
CODE OF ETHICS
7
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II
CREDO
IT IS THE DUTY OF ALL MONDRIAN INVESTMENT PARTNERS LIMITED AND MONDRIAN
INVESTMENT PARTNERS (U.S.), INC. ("MONDRIAN") EMPLOYEES, OFFICERS AND DIRECTORS
TO CONDUCT THEMSELVES WITH INTEGRITY, AND AT ALL TIMES TO PLACE THE INTERESTS OF
CLIENTS AND SHAREHOLDERS FIRST. IN THE INTEREST OF THIS CREDO, ALL PERSONAL
SECURITIES TRANSACTIONS WILL BE CONDUCTED CONSISTENT 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. THE FUNDAMENTAL
STANDARD OF THIS CODE IS THAT PERSONNEL SHOULD NOT TAKE ANY INAPPROPRIATE
ADVANTAGE OF THEIR POSITIONS.
Rule 17j-1 under the Investment Company Act of 1940 and Rule 204A-1 of the
Investment Advisers Act of 1940 (the "Rules") make it unlawful for certain
persons, including any employee, officer or director, any investment adviser and
any principal underwriter, in connection with the purchase or sale by such
person of a security held or to be acquired by a Fund or account:
(1) To employ any device, scheme or artifice to defraud;
(2) To make any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made, in light
of the circumstances in which they are made, not misleading;
(3) To engage in any act, practice or course of business that operates or
would operate as a fraud or deceit; or
(4) To engage in any manipulative practice.
The Rules also require investment adviser firms to adopt a written code of
ethics containing provisions reasonably necessary to prevent certain persons
from engaging in acts in violation of the above standard. Investment adviser
firms should also use reasonable diligence and institute procedures reasonably
necessary to prevent violations of that code.
This Code of Ethics is being adopted by Mondrian in compliance with the
requirements of the Rules and to effect the purpose of the Credo set forth
above.
8
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II
DEFINITIONS:
"ACCESS PERSON"
means any Mondrian employee who has access to non-public information regarding
clients' securities transactions, is involved in making recommendations to
clients, who has access to such recommendations that are non-public, or who has
access to non public information regarding a client's portfolio holdings. Those
persons deemed to be Access Persons will be notified of this designation.
"AFFILIATED PERSON"
means any officer, director, partner, or employee of Mondrian and any other
person so designated by the Compliance Department.
"BENEFICIAL OWNERSHIP"
shall be as defined in Section 16 of the Securities Exchange Act of 1934 and the
rules and regulations thereunder. Generally speaking, a person who, directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has or shares a direct or indirect pecuniary interest in a security,
is a "beneficial owner" of the security. For example, a person is normally
regarded as the beneficial owner of securities held by members of his or her
immediate family sharing the same household. Additionally, ownership of
derivative securities such as options, warrants or convertible securities which
confer the right to acquire the underlying security at a fixed price constitutes
beneficial ownership of the underlying security itself.
"CONTROL"
shall mean investment discretion in whole or in part of an account regardless of
beneficial ownership, such as an account for which a person has power of
attorney or authority to effect transactions.
"HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS"
shall mean any instrument that has a maturity at issuance of less that 366 days
and that is rated in one of the two highest rating categories by a Nationally
Recognised Statistical Rating Organisation.
"INVESTMENT PERSONNEL"
means any employee, other than a Portfolio Manager who, in connection with
his/her regular functions or duties, makes or participates in, the making of
investment decisions affecting a client. Investment Personnel also include the
staff who support a Portfolio Manager including analysts, administrative
assistants, etc. Investment Personnel by definition are Access Persons.
"MANAGED ACCOUNTS"
means an account that is professionally managed by a third party. Managed
Accounts require pre-approval through the Compliance Department prior to
starting up the account. The Compliance Department will consider the facts and
circumstances of the account, including the functions and duties of the
employees, when approving or denying such accounts. Managed Accounts are exempt
from preclearance requirements. However, all trades still require reporting and
duplicate statements and confirmations must be sent to the Compliance
Department. Preclearance is only exempt for trades initiated by the third party.
All trades initiated by the employee require preclearance.
"MONDRIAN"
means Mondrian Investment Partners Limited and Mondrian Investment Partners
(U.S.), Inc.
"PORTFOLIO MANAGER"
means any person who, in connection with his/her regular functions or duties,
makes or participates in, the making of investment decisions effecting a client.
Portfolio Managers by definition are access persons.
"SECURITY"
shall have the meaning as set forth in Section 2(a)(36) of the Investment
Company Act of 1940, except that it shall not include securities issued or
guaranteed by Supranationals and their agencies, any recognised government, and
in the case of the government of the United States or any of its federal
agencies, bankers' acceptances, bank certificates of deposit, commercial paper,
high quality short-term debt instruments including repurchase agreements, unit
investment trusts (other than UK registered Investment Trusts), shares of
open-end registered investment companies (other than mutual funds and unit
trusts of which Mondrian is the adviser and/or sub-adviser, see Appendix for a
list of these Funds), and municipal fund securities (i.e. 529 Plans) (other than
the TAP 529 Plan). In addition, the purchase, sale or exercise of a derivative
security shall constitute the purchase or sale of the underlying security.
However, the purchase or sale of the debt instrument of an issuer which does not
give the holder the right to purchase the issuer's stock at a fixed price, does
not constitute a purchase or sale of the issuer's stock.
SECURITY BEING "CONSIDERED FOR PURCHASE OR SALE" OR "BEING PURCHASED OR SOLD"
means when a recommendation to purchase or sell the security has been made and
communicated to the Trading Desk and with respect to the person making the
recommendation, when such person seriously considers making, or when such person
knows or should know that another person is seriously considering making, such a
recommendation.
9
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II
PROHIBITED ACTIVITIES
I. THE FOLLOWING RESTRICTIONS APPLY TO ALL AFFILIATED PERSONS, ACCESS PERSONS,
INVESTMENT PERSONNEL AND PORTFOLIO MANAGERS.
(a) No Affiliated Person, Access Person, Investment Person or Portfolio
Manager shall engage in any act, practice or course of conduct, which
would violate the provisions of the Rules set forth above.
(b) No Affiliated Person, Access Person, Investment Person or Portfolio
Manager shall purchase or sell, directly or indirectly, any security
which to his/her knowledge is being actively considered for purchase
or sale by Mondrian; except that this prohibition shall not apply to:
(A) purchases or sales that are non-volitional on the part of either
the Person or the Account;
(B) purchases which are part of an automatic dividend reinvestment
plan;
(C) purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to
the extent such rights were acquired from such issuer, and sales
of such rights so acquired;
(D) other purchases and sales specifically approved by the Managing
Director, with the advice of the General Counsel and/or the Chief
Compliance Officer, and deemed appropriate because of unusual or
unforeseen circumstances. A list of securities excepted will be
maintained by the Compliance Department; and
(E) purchases or sales made by a third party in a managed account,
provided that such purchases or sales do not reflect a pattern of
conflict.
(c) No Affiliated Person, Access Person, Investment Person or Portfolio
Manager may execute a buy or sell order for an account in which he or
she has beneficial ownership or control until the third trading day
following the execution of a Mondrian buy or sell order in that same
security.
(d) Despite any fault or impropriety, any Affiliated Person, Access
Person, Investment Person or Portfolio Manager who executes a buy or
sell for an account in which he/she has beneficial ownership or
control either (i) before the third trading day following the
execution of a Mondrian order in the same security, or (ii) when there
are pending orders for a Mondrian transaction as reflected on the open
order blotter, shall forfeit any profits made (in the event of
purchases) or loss avoided (in the event of sales), whether realised
or unrealized, in the period from the date of the personal transaction
to the end of the proscribed trading period. Payment of the amount
forfeited shall be made by check or in cash to a charity of the
person's choice and a copy of the check or receipt must be forwarded
to the Compliance Department.
(e) Except for Managed Accounts meeting the provisions of Section I(b)(E)
above, each Affiliated Person or Access Person's personal transactions
must be precleared using the Compliance Department's "Trading
Preclearance Form". The information must be submitted prior to
entering any orders for personal transactions. Preclearance is only
valid for the day the request is submitted. If the order is not
executed the same day, the preclearance request must be resubmitted.
Regardless of preclearance, all transactions remain subject to the
provisions of (d) above.
(f) All mutual funds and unit trusts that are subject to the Code of
Ethics will be required to be held for a minimum of 60 days before
selling the fund at a profit. Closing positions at a loss is not
prohibited.
10
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II
(g) No Affiliated Person, Access Person, Investment Person or Portfolio
Manager shall purchase any private placement without express PRIOR
written consent by the Compliance Department. All private placement
holdings are subject to disclosure to the Compliance Department.
11
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II
II. IN ADDITION TO THE REQUIREMENTS NOTED IN SECTION I, THE FOLLOWING
ADDITIONAL RESTRICTIONS APPLY TO ALL INVESTMENT PERSONNEL AND PORTFOLIO
MANAGERS.
(a) All Investment Personnel and Portfolio Managers are prohibited from
purchasing any initial public offering.
(b) Any Investment Person or Portfolio Manager that holds a private
placement must receive permission from the Compliance or Legal
Departments prior to any participation by such person in Mondrian's
consideration of an investment in the same issuer.
(c) Short term trading resulting in a profit is prohibited. All opening
positions must be held for a period of 60 days, in the aggregate,
before they can be closed at a profit. Any short term trading profits
are subject to the disgorgement procedures outlined above and at the
maximum level of profit obtained. The closing of positions at a loss
is not prohibited.
(d) All Investment Personnel and Portfolio Managers are prohibited from
receiving anything of more than a de minimis value from any person or
entity that does business with or on behalf of any account or client.
Things of value may include, but not be limited to, travel expenses,
special deals or incentives.
(e) All Investment Personnel and Portfolio Managers require PRIOR written
approval from the Legal or Compliance Department before they may serve
on the board of directors of any public company
III. IN ADDITION TO THE REQUIREMENTS NOTED IN SECTIONS I AND II, THE FOLLOWING
ADDITIONAL RESTRICTIONS APPLY TO ALL PORTFOLIO MANAGERS.
(a) No Portfolio Manager may execute a buy or sell order for an account
for which he/she has beneficial ownership WITHIN SEVEN CALENDAR DAYS
BEFORE OR AFTER an investment company or separate account that he/she
manages trades in that security.
(b) Despite any fault or impropriety, any Portfolio Manager who executes a
personal transaction within seven calendar days before or after an
investment company or separate account that he/she manages trades in
that security, shall forfeit any profits made (in the event of
purchases) or loss avoided (in the event of sales), whether realised
or unrealized, in the period from the date of the personal transaction
to the end of the prescribed trading period. Payment of the amount
forfeited shall be made by check or in cash to a charity of the
person's choice and a copy of the check or receipt must be forwarded
to the Compliance Department.
12
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II
REQUIRED REPORTS
I. THE FOLLOWING REPORTS ARE REQUIRED TO BE MADE BY ALL AFFILIATED PERSONS,
ACCESS PERSONS, INVESTMENT PERSONNEL, PORTFOLIO MANAGERS.
(a) Disclose brokerage relationships at employment and at the time of opening
any new account.
(b) Direct their brokers to supply to the Compliance Department, on a timely
basis, duplicate copies of all confirmations and statements for all
securities accounts and Managed Accounts. (In the U.K., all contract notes
and periodic statements)
(c) Each quarter, no later than the tenth day after the end of the calendar
quarter, submit to the Compliance Department a personal transaction summary
showing all transactions in securities in accounts which such person has or
acquires any direct or indirect beneficial ownership. Each Director who is
not an interested person shall submit the quarterly reports only for
transactions where at the time of the transaction the director knew, or in
the ordinary course of fulfilling his official duties as a director should
have known, that during the fifteen day period immediately preceding the
date of the transaction by the director, such security was purchased or
sold by the Accounts or was being considered for purchase or sale by the
Accounts.
Every report will contain the following information:
(i) the date of the transaction, the name 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;
(iv) the name of the broker, dealer or bank effecting the transaction.
(d) All Affiliated Persons must annually certify that they have read and
complied with this Code of Ethics and all disclosure and reporting
requirements contained therein
II. IN ADDITION TO THE ABOVE REPORTING REQUIREMENTS, ALL ACCESS PERSONS,
INVESTMENT PERSONNEL AND PORTFOLIO MANAGERS MUST:
(a) Provide an initial holdings report no later than 10 days upon commencement
of employment that discloses all personal securities holdings.
(b) Provide an annual holdings report containing information regarding all
personal securities holdings. This report must be current as of a date no
more than 30 days before the report is submitted
13
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II
ADMINISTRATIVE PROCEDURES
(a) The Compliance Department of Mondrian will identify all Affiliated Persons,
Access Persons, Investment Personnel and Portfolio Managers and will notify
them of this classification and their obligations under this Code. The
Compliance Department will also maintain procedures regarding the review of
all reports required to be made under the Rules.
(b) The Compliance Department shall perform periodic reviews of notifications
and reports required to be made under the Rules, as part of its annual
Compliance Monitoring Programme.
(c) The Compliance Department shall report to the Chief Operating Officer or
Managing Director any apparent violations of the prohibitions or reporting
requirements contained in this Code of Ethics. The Chief Operating Officer
or Managing Director, will review the reports made and determine whether or
not the Code of Ethics has been violated and shall determine what
sanctions, if any, should be imposed in addition to any that may already
have been imposed. On a quarterly basis, a summary report of material
violations of the Code and the sanctions imposed will be made to the
Compliance Committee. In reviewing this report, the Compliance Committee
will consider whether the appropriate sanctions were imposed. When the
Compliance Department finds that a transaction otherwise reportable above
could not reasonably be found to have resulted in a fraud, deceit or
manipulative practice in violation of the Rules, it may, in its discretion,
lodge a written memorandum of such finding in lieu of reporting the
transaction.
14
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II
APPENDIX A - LIST OF MUTUAL FUNDS SUBJECT TO THE CODE OF ETHICS
(AS AT FEBRUARY 01, 2005)
o AB Funds Trust - The International Equity Fund
o BBH International Equity Fund
o Delaware Emerging Markets Fund
o Delaware International Small Cap Value Fund
o Delaware International Value Equity Fund
o Delaware Pooled Trust - The Emerging Markets Portfolio
o Delaware Pooled Trust - The Global Fixed Income Portfolio
o Delaware Pooled Trust - The International Equity Portfolio
o Delaware Pooled Trust - The International Fixed Income Portfolio
o Delaware Pooled Trust - The Labor Select International Equity Portfolio
o Delaware VIP Trust - Delaware VIP Emerging Markets Series
o Delaware VIP Trust - Delaware VIP International Value Equity Series
o Frank Russell Investment Company - International Fund
o Frank Russell Investment Company - International Securities Fund
o Lincoln(UK) Emerging Markets Trust
o Lincoln (UK) Far East Trust
o Lincoln (UK) Income Trust
o Lincoln Variable Insurance Products Trust - International Fund
o Optimum Fund Trust - Optimum International Fund
o Russell International Equity Mother Fund
o Russell Overseas Equity Fund
o Sovereign Overseas Equity Pool (a Russell Investment Program)
o TIFF Investment Program, Inc - TIFF International Equity Fund
o TIFF Investment Program, Inc - TIFF Multi-Asset Fund
o UBS PACE Select Advisors Trust - UBS PACE International Equity Investments
o UBS PACE Select Advisors Trust - UBS PACE International Emerging Markets
Equity Investments
15
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION III
SHORT TERM TRADING
EXEMPTION LIST
16
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION III
EXEMPTIONS TO BAN ON SHORT-TERM TRADING
FOR PORTFOLIO MANAGERS AND INVESTMENT PERSONNEL
THE FOLLOWING ARE EXEMPT FROM THE 60-DAY MINIMUM HOLD RULE:
1. Option contracts on the following indices:
S&P 500 Index
S&P 100 Index
S&P Midcap Index (400 issues)
S&P Smallcap Index (600 issues)
NASDAQ 100 Index
Russell 2000 Index
Wilshire Smallcap Index (250 issues)
EUROTOP 100 Index
Financial Times Stock Exchange (FT-SE) 100 Index
Japan Index (210 issues)
NYSE Composite Index (2400 issues)
PHLX National OTC Index (100 issues)
Standard & Poors Depository Receipts (SPDR's)
Standard & Poors Midcap 400 Depository Receipts (Midcap SPDR's)
Gold/Silver Index Options
World Equity Benchmark Shares (WEBS)
J.P. Morgan Commodity Indexed Preferred Securities, Series A (JPO)
1. Option/futures contracts on commodities and currencies.
2. Option/futures contracts on interest rates.
Please keep in mind that while you are not required to hold positions in the
above instruments for 60 days, ALL OTHER REQUIREMENTS OF THE CODE OF ETHICS
STILL APPLY INCLUDING THE NEED TO PRECLEAR AND REPORT TRANSACTIONS IN THESE
INSTRUMENTS.
If you have any questions regarding the above, please call the Compliance
Department.
Updated: June 15, 2000
17
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV
INSIDER TRADING
POLICIES AND PROCEDURES
18
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV
POLICY STATEMENT ON INSIDER TRADING
AND SECURITIES FRAUD
INTRODUCTION
Mondrian Investment Partners Limited and Mondrian Investment Partners (U.S.),
Inc. (collectively "Mondrian") and you, as a Mondrian employee, are regulated by
certain laws governing insider trading. To protect both you and Mondrian from
legal liability, Mondrian has prepared this Policy Statement on Insider Trading
and Securities Fraud, which establishes specific standards that will facilitate
your compliance with applicable legal requirements. The Policy Statement
describes limitations, restrictions and procedures for transactions in
securities and other instruments by Mondrian employees for themselves or for
accounts over which they may have discretion or influence.
All employees are expected to be familiar with and to abide by this Policy
Statement. From time to time, you may be asked to certify in writing that you
understand and have complied with this Policy Statement. Supervisory officers
should periodically reinforce the importance of this Policy Statement to
employees under their supervision and point out provisions of particular
relevance.
There may be limited circumstances that warrant a waiver to certain rules of
this Policy Statement. Requests for any such waivers must be fully documented
and approved in advance by the Managing Director with the advice of the General
Counsel and Chief Compliance Officer. All waivers and violations of this Policy
Statement must be reported promptly to the Insider Trading Committee.
If you have any questions about the Policy Statement, ask your supervisor or
consult with the Compliance Department. If you suspect that there has been a
violation of this Policy Statement, you should contact the Compliance
Department. All such communications will be handled in a confidential manner.
19
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV
DEFINITIONS
Terms used in this Policy Statement are defined as follows:
MATERIAL INFORMATION:
Information is material if there is a substantial likelihood that a reasonable
investor would consider it important in deciding whether to buy, sell, or hold
securities. Obviously, information that would affect the market price of a
security would be material. A few examples of information that might be
considered material:
o dividend increases or decreases;
o extraordinary borrowings or liquidity problems;
o a proposal or agreement for merger, acquisition, or divestiture;
o pending discoveries or developments such as new products or
patents;
o a proposal to redeem securities;
o developments regarding a company's senior management;
o information about major contracts or orders.
The above list is not intended to be exhaustive. All relevant circumstances must
be considered in making a determination. If in doubt, you should treat the
information as material and consult with Legal or Compliance.
NON-PUBLIC INFORMATION:
Information about a company is non-public if it is not generally available to
the investing public. Information received under circumstances indicating that
it is not yet in general circulation and may be attributable, directly or
indirectly, to the company or its insiders may be deemed nonpublic information.
Information appearing in widely accessible sources - such as newspapers and the
Dow Jones News Wire - becomes public relatively soon after publication but you
should not assume that the information is immediately in the public domain;
information appearing in less accessible sources - such as regulatory filings or
analysts' reports - may take 48 hours or more before it is deemed public. If you
have any doubt about whether information meets the legal requirements for being
public, consult with an officer in the Legal Department or a Compliance Officer
before taking any action.
SECURITIES FRAUD:
Securities fraud can occur in various ways and generally includes any act or
practice which employs material non-public information to defraud another. For
instance, engaging in personal transactions in securities with knowledge that
they are being purchased or sold by a Mondrian Fund or managed separate account
where an advantage might be gained as a result of these transactions is
prohibited. This type of information is both confidential and proprietary and
its use for personal gain through personal securities transactions is a
violation of federal securities laws.
INSIDER:
The concept of "insider" is broad. It includes officers, directors and employees
of the company, which issued the securities in question. In addition, a person
can be a "temporary insider" if he or she enters into a special confidential
relationship in the conduct of a company's affairs and, in that capacity, is
given access to information which is intended solely for the company's purposes.
A temporary insider can include, among others, a company's attorneys,
accountants, consultants, bank lending officers, and the employees of such
organisations. In addition, Mondrian may become a temporary insider of a company
it advises or for which it performs other services. The Supreme Court has held
that a company must expect the outsider to keep the disclosed non-public
information confidential and the relationship must at least imply such a duty
before the outsider will be considered an insider.
INSIDER TRADING:
Although not specifically defined in the federal securities laws, the term
insider trading is generally used to refer to the use of material non-public
information to trade in securities (in certain instances, whether or not one is
an "insider") or the communication of material non-public information to others.
While the law concerning insider trading is not static, it is generally
understood that the law prohibits:
a. Trading by an insider while in possession of material non-public
information, or
b. Trading by a non-insider while in possession of material non-public
information, where the information either was disclosed to the non-insider
in violation of an insider's duty to keep it confidential or was
misappropriated, or
c. Communicating material non-public inside information to others for personal
profit or for the profit of the person to whom communicated.
20
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV
PART I
No officer, director or employee of Mondrian shall trade securities, either
personally or on behalf of others, including mutual funds and private accounts
managed by Mondrian, while in the possession of material non-public information
directly or indirectly acquired:
o from sources within the corporation whose securities are involved;
o in violation of law or breach of duty to such corporation; or
o otherwise in connection with any scheme, practice or device to commit
a fraud involving the purchase or sale of securities.
In addition, no officer, director, or employee of Mondrian shall communicate
such material non-public information to others.
This Policy Statement applies to every officer, director and employee and
extends to activities within and outside their duties at Mondrian.
Every officer, director and employee must read and retain this Policy Statement.
Any questions regarding this Policy Statement or the procedures described herein
should be referred to Legal or Compliance.
This Policy Statement is designed to prevent the misuse of material non-public
information in violation of the UK laws, FSA Rules, US federal securities laws
and the rules and regulations thereunder, including so-called "insider trading"
and other unlawful and fraudulent practices. This Policy Statement is in
addition to the policies under Mondrian's Code of Ethics.
PENALTIES FOR INSIDER TRADING AND SECURITIES FRAUD
Penalties for violating the Federal securities laws by trading on or
communicating material non-public information are severe, both for individuals
involved in such unlawful conduct and for their employers. A person can be
subject to some or all of the penalties below even if he or she does not
personally benefit from the violation. Penalties may include:
o civil injunction
o treble damages
o disgorgement of profit made or loss avoided
o jail sentences
o fines for the person who committed the violation of up to three times
the profit gained or loss avoided, whether or not the person actually
benefited, and
o fines for the employer or other controlling person of up to the
greater of $1,000,000 or three times the amount of the profit gained
or loss avoided.
Any violation of this Policy Statement can be expected to result in serious
sanctions by Mondrian including dismissal of the person involved. In addition,
all violations of criminal laws applicable to Mondrian are reported to the
appropriate authorities for possible prosecution.
21
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV
PART II
The following procedures have been established to aid the officers, directors
and employees of Mondrian in avoiding insider trading, and to aid Mondrian in
preventing, detecting and imposing sanctions with respect to insider trading.
Every officer, director and employee of Mondrian must follow these procedures or
risk serious sanctions, including dismissal by Mondrian and the imposition of
substantial personal liability and criminal penalties.
1. IDENTIFYING PROHIBITED TRANSACTIONS
Before trading for yourself or others, including investment companies or private
accounts managed or advised by Mondrian, in the securities of a company about
which you may have what may be confidential or potential inside information, ask
yourself the following questions:
a. Is the information "inside" information? Has the information been
acquired, directly or indirectly (i) from sources within the
corporation whose securities are involved or (ii) in violation of the
law or the breach of any duty to such corporation?
b. Even if the information is not "inside" information, is it
confidential and would its use in the transaction be a violation of
trust, a breach of a duty owed to a third party, or operate as a
fraud?
c. Is the information material? Is this information that an investor
would consider important in making his or her investment decision? Is
this information that would substantially effect the market price of
the securities if generally disclosed?
d. Is the information non-public? To whom has this information been
provided? Has the information been effectively communicated to the
marketplace by being published in REUTERS, THE FINANCIAL TIMES, THE
WALL STREET JOURNAL or other publications of general circulation?
If after consideration of the above, you are not certain about whether the
information is "inside" information, is material, and/or is non-public, or if
you have questions as to whether the proposed transaction may involve the use of
material non-public information (whether or not "insider" information) in a
fashion which may operate as a fraud, unfairly disadvantage another or otherwise
violate the securities laws, you should take the following steps:
a. Bring the matter immediately to the attention of the Chief Compliance
Officer and do not communicate the information to ANYONE ELSE inside
or outside the Company other than the Chief Compliance Officer.
c. Do not purchase or sell the securities on behalf of yourself or
others, including investment companies or private accounts managed by
Mondrian.
The Chief Compliance Officer will promptly advise you as to what, if anything,
you need to do. If deemed necessary, the Chief Compliance Officer may refer the
matter to the Insider Trading Committee. After the INSIDER TRADING COMMITTEE has
reviewed the issue, you may be given further instructions. The members of the
Committee are as follows:
Chief Compliance Officer
Chief Operating Officer
Chief Investment Officer
Regional Research Director
General Counsel
Committee decisions require approval by at least three of the above officers
with AT LEAST ONE member from Legal/Administrative and one senior member from
the Investment Department.
22
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV
2. PERSONAL SECURITIES TRADING
All Mondrian staff shall, within ten days after such transaction, submit to the
Compliance Department a report of every securities transaction in which they,
their families (including the spouse, minor children and adults living in the
same household as the officer, director or employee), and trusts of which they
are trustees or in which they have a beneficial interest, have participated.
The report shall include the name of the security, the date of the transaction,
quantity, price, and broker-dealer through which the transaction was effected.
THE REQUIREMENT MAY BE SATISFIED BY SENDING DUPLICATE CONFIRMATIONS OF SUCH
TRADES TO THE COMPLIANCE DEPARTMENT.
3. RESTRICTING ACCESS TO MATERIAL NON-PUBLIC INFORMATION
Material, non-public information in your possession that you identify as
"inside" or confidential information may not be communicated to anyone,
including persons within Mondrian except as provided in Section II above and
except that confidential information as to proposed transactions in the
portfolios of the funds or advised accounts and proprietary research information
properly acquired by Mondrian, its officers, directors and employees, may be
communicated within Mondrian as required for the proper conduct of its business.
In addition, care should be taken so that such information is secure. For
example, files containing material non-public "inside" or confidential
information should be sealed and access to computer files containing such
information should be restricted.
4. RESOLVING ISSUES CONCERNING INSIDER TRADING
If, after consideration of the items set forth in Section II above, doubt
remains as to whether information is "inside" information, confidential,
material or non-public, or if there is any unresolved question as to the
applicability or interpretation of the foregoing procedures, or as to the
propriety of any action, it must be discussed with the CHIEF COMPLIANCE OFFICER
before trading or communicating the information to anyone.
5. RESTRICTED AND WATCH LISTS
In order to facilitate compliance with this Policy Statement, Mondrian maintains
two lists of securities issuers; a Restricted List and a Watch List. The
Restricted List identifies companies whose securities have tight restrictions on
their trading and recommendation to others by Mondrian employees. The Watch List
is used to monitor trading by Mondrian employees when Mondrian is in possession
of certain information.
RESTRICTED LIST
The Restricted List contains the names of companies whose securities are
restricted from trading by ALL Mondrian accounts and/or employees. These
securities cannot be purchased, sold, or recommended by any employee and are
usually on the list for a specified time period.
REASONS FOR INCLUSION
Although the reasons for including a company on the Restricted List may vary, a
company with publicly traded securities should be considered for inclusion in
situations that present a conflict of interest (real or perceived) or where
certain personnel are expected to have non-public information about a company. A
few examples of situations when a company should be put on the Restricted List:
o A company is permanently on the Restricted List when investment
personnel or a portfolio manager of Mondrian is a member of the
company's board.
o Companies about which Mondrian possesses material non-public inside
information.
23
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV
WATCH LIST
The Watch List contains the names of companies about which Mondrian possesses,
or may possess, material non-public inside information but for some reason these
companies are not appropriate for inclusion on the Restricted List. The
securities of companies on the Watch List are generally subject to trading
restrictions only by certain Mondrian accounts or employees. You will be
informed at the time you request preclearance if you may or may not trade in a
security issued by such company that is on the Watch List.
REASONS FOR INCLUSION
A company should be included on the Watch List during any period when Mondrian
is in possession of non-public inside information about a company that might be
material. A few examples of when a company should be added to the Watch List:
o Securities of issuers who have sent private offering memoranda to
Mondrian;
o Securities of a company while a Mondrian employee serves on the
Creditors' Committee of an issuer.
The Compliance Department is responsible for maintaining a Restricted List and
Watch List. Employees should notify the Chief Compliance Officer of all
companies that should be added to these lists. If you are not sure about whether
a situation warrants a company being put on one of these lists, please consult
with the Chief Compliance Officer. The Trading Desk will refer preclearance
requests for issuers on these lists to the Compliance Department.
PART III
SUPERVISORY PROCEDURES
The role of Legal and Compliance is critical to the implementation and
maintenance of Mondrian's policies and procedures against insider and other
fraudulent trading practices. Supervisory Procedures can be divided into two
classifications - prevention and detection.
PREVENTION OF IMPROPER TRADING
Prevention of improper trading in securities requires that Mondrian establish,
maintain and enforce appropriate policies, and that all personnel be aware of
and understand these policies, the seriousness with which they are viewed and
enforced and the potential sanctions for their violation.
To that end, the Insider Trading Committee will:
a. familiarise officers, directors and employees with Mondrian's policies
and procedures.
b. answer questions regarding Mondrian's policy and procedures described
in this Policy Statement.
c. resolve issues as to whether information received "inside" or in
confidence is material and/or non-public.
d. review on a regular basis and update as necessary Mondrian's policy
and procedures.
e. when it has been determined that an officer, director or employee of
Mondrian has material non-public "inside" or confidential information,
(1) implement measures to prevent dissemination or misuse of such
information, and
(2) if necessary, restrict officers, directors and employees from
trading the securities.
24
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV
DETECTION OF IMPROPER TRADING
The actual detection of insider trading or securities fraud is quite difficult.
However, after careful consideration, it has been determined that a reasonable
means, taking into consideration the nature of Mondrian's business, to prevent
the misuse in violation of the relevant UK and US federal securities laws and
the rules and regulations thereunder, of material non-public information by
Mondrian or persons associated with Mondrian would be to review and compare the
securities transactions of advised accounts (both fund and separate accounts)
with transactions of employees to detect instances where an employee may have
taken advantage of confidential information relating to current or proposed
transactions by the funds and accounts, for the employee's own personal gain.
Such a review is currently conducted pursuant to Mondrian's Code of Ethics and
it will be expanded, as necessary, to include a review by the Compliance
Department of the trading activity of (i) Mondrian and (ii) each officer,
director or advisory representative (as herein defined) of Mondrian.
The Insider Trading Committee shall coordinate its review and cooperate with the
person or persons responsible for reviews pursuant to the Code of Ethics.
It should be noted that it is not a violation of Mondrian's policy or a breach
of an employee's fiduciary duty to Mondrian to purchase or sell securities for
the employee's own account while in possession of proprietary research
information properly acquired by Mondrian, its officers, directors or employees,
provided that the purchase or sale does not otherwise violate Mondrian's Policy
Statement on Insider Trading and Securities Fraud or Mondrian's Code of Ethics.
25
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV
MONDRIAN BROKERAGE ACCOUNT FORM
(TO BE COMPLETED BY ALL MONDRIAN EMPLOYEES UPON EMPLOYMENT AND
ANNUALLY THEREAFTER)
I. EMPLOYEE
Name: ______________________________________________________
Date: ______________________________________________________
Please list below all brokerage accounts you currently maintain. Please include
name and address of broker and your account number. Use reverse side if you need
additional space.
1. ____________________________________________________
2. ____________________________________________________
3. ____________________________________________________
4. ____________________________________________________
5. ____________________________________________________
[ ] I have no brokerage accounts
II. PLEASE LIST BELOW ALL PERSONS RESIDING IN YOUR HOUSEHOLD AND THEIR
RELATIONSHIP TO YOU. PLEASE INDICATE WHETHER OR NOT THEY MAINTAIN BROKERAGE
ACCOUNTS. IF SO, PLEASE LIST NAME OF BROKER AND ACCOUNT NUMBER.
1. ____________________________________________________
Brokerage account: YES [ ] NO [ ]
2. ____________________________________________________
Brokerage account: YES [ ] NO [ ]
3. ____________________________________________________
Brokerage account: YES [ ] NO [ ]
4. ____________________________________________________
Brokerage account: YES [ ] NO [ ]
I certify that the above is a true and correct disclosure statement of all
of my personal brokerage accounts and also for the accounts of all persons
residing in my household.
Signature: _________________________________________________
Date: _________________________________________________
26
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV
MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
ACKNOWLEDGEMENT FORM
I have received a Copy of Mondrian's Code of Ethics and Insider Trading Policies
and Procedures.
I have read and understand both the Code of Ethics and the Insider Trading
Policies and Procedures and will comply with all requirements.
Name: ____________________________________________ (please print)
Signature: _________________________________________________
Date: _________________________________________________
27
Dates Referenced Herein and Documents Incorporated By Reference
| Referenced-On Page |
|---|
| This 485APOS Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 6/15/00 | | 17 |
| | 9/27/04 | | 2 |
| | 2/1/05 | | 1 | | 15 |
| Filed On / Filed As Of | | 3/1/05 |
| |
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