Exhibit 12(a)(1)
CODE OF ETHICS
JACKSON NATIONAL ASSET MANAGEMENT, LLC
JNL SERIES TRUST
JNL VARIABLE FUND LLC
JNL VARIABLE FUND III LLC
JNL VARIABLE FUND IV LLC
JNL VARIABLE FUND V LLC
JNLNY VARIABLE FUND I LLC
JNLNY VARIABLE FUND II LLC
JNL INVESTORS SERIES TRUST
JACKSON NATIONAL LIFE DISTRIBUTORS, INC.
INTRODUCTION - ESTABLISHMENT & PURPOSE OF THE CODE OF ETHICS
The Board of Managers of Jackson National Asset Management, LLC ("Adviser") an
investment adviser registered with the U.S. Securities and Exchange Commission
("SEC"), and the Board of Trustees or Managers, as the case may be,
(collectively, "Board") of the JNL Series Trust, the JNL Investors Series Trust,
the JNL Variable Fund LLC, the JNL Variable Fund III LLC, the JNL Variable Fund
IV LLC, the JNL Variable Fund V LLC, the JNLNY Variable Fund I LLC, and the
JNLNY Variable Fund II LLC (each a "Fund", and collectively, "Funds") have
adopted and approved this Code of Ethics ("Code") in accordance with the
provisions of Rule 204A-1 under the Investment Advisers Act of 1940, as amended
("Advisers Act") and Rule 17j-1 under the Investment Company Act of 1940, as
amended ("1940 Act").
While the Adviser is the investment adviser to the Funds, certain non-affiliated
sub-advisers conduct the day-to-day management of the Funds. Pursuant to the
sub-advisers' respective "Sub-Advisory Agreements" with the Adviser, the
sub-advisers make the investment decisions for the Funds, including
determinations as to the purchase and sale of securities for the Funds and the
disposition of the assets for the Funds. The Adviser, pursuant to exemptive
relief granted by the SEC, is a "Manager of Managers," and monitors and reviews
the performance of the sub-advisers and the Funds. The Adviser does not make
individual investment decisions on behalf of the Funds. The Adviser does not
have a portfolio management department and does not operate a trading desk. The
Adviser provides the Funds with various services, including, but not limited to,
compliance, fund accounting, transfer agency services, due diligence, and
administrative services. The Funds underlie certain variable products sponsored
by Jackson Nation Life Insurance Company; and are primarily sold to the separate
accounts of those variable products. The Funds are also sold to participants in
certain "Qualified Retirement Plans."
The Funds, its Adviser, and Jackson National Life Distributors, Inc. in its
capacity as principal underwriter of the Funds ("Distributor") hold all of their
respective employees to a high standard of integrity and business practices. In
serving their clients, the Funds, its Adviser, and its Distributor
(collectively, "Fund Companies") strive to avoid conflicts of interest or the
appearance of conflicts of interest in connection with transactions in
securities for their employees and for the Funds or any of its portfolios. The
Chief Compliance Officer (or his/her designee) will consult with the
Distributor's Chief Compliance Officer (or his/her designee) as to the
identification of the Distributor's Access persons (if any).
While affirming their confidence in the integrity and good faith of all of their
employees, managers, officers, trustees, and directors, the Fund Companies
recognize that the knowledge of, and/or access to, current or future Fund
portfolio transactions, holdings or valuations could, in certain instances,
place such individuals, if they engage in personal transactions in "Securities"
(as defined herein), in a position where their personal interests actually
conflict or may conflict with the interests of the Funds.
In view of the foregoing, and of the provisions of Rule 204A-1 under the
Advisers Act and Rule 17j-1 under the 1940 Act, the Funds and its Adviser have
determined to adopt this Code applicable to the Funds and the Adviser, and
certain of their personnel (and as applicable, certain personnel of the
Distributor) to specify and prohibit certain types of transactions deemed to
create conflicts of interest (or at least the potential for or the appearance of
such a conflict) and to establish internal reporting requirements and
enforcement procedures. If any officer, director, trustee, manager, or employee
of any of the Fund Companies is unsure, or has questions or concerns, about
engaging in a particular course of action or certain conduct or activities that
are or may be potentially covered by this Code, such person should consult the
Chief Compliance Officer (or his/her designee) prior to engaging in such course
of action, conduct or activities.
SECTION 1 - DEFINITIONS
(a) "Supervised Persons" include:
(i) Directors, officers, trustees, and managers of the Funds and the
Adviser (and as applicable, the Distributor), or other persons
occupying a similar status or performing similar functions;
(ii) Employees of the Funds and the Adviser (and as applicable, the
Distributor); and
(iii)Any other person who provides advice on behalf of the Adviser and is
subject to the Adviser's supervision and control.
(b) "Access Persons" include:
(i) Any trustee or manager of the Funds, and any officer or manager of the
Funds and the Adviser;
(ii) Any Supervised Person of the Adviser who: (A) has access to nonpublic
information regarding the Funds purchase or sale of securities, or
nonpublic information regarding the portfolio holdings of the Funds;
or (B) is involved in making securities recommendations to the Funds,
or has access to such recommendations that are nonpublic; and/or
(iii)Any director, officer or employee of the Distributor who in the
ordinary course of business, makes, participates in or obtains
information regarding, the purchase or sale of a Security by any Fund,
or whose functions or duties, in the ordinary course of business
provide access to nonpublic information regarding portfolio holdings
of the Funds; and/or
NOTE: A PERSON DOES NOT BECOME AN ACCESS PERSON SIMPLY BY VIRTUE OF CUSTOMARILY
ASSISTING IN THE PREPARATION OF PUBLIC REPORTS, OR RECEIVING PUBLIC REPORTS, BUT
NOT RECEIVING INFORMATION ABOUT CURRENT OR PROSPECTIVE FUND/PORTFOLIO
RECOMMENDATIONS, TRADING, TRANSACTIONS, OR HOLDINGS. THE CHIEF COMPLIANCE
OFFICER (OR HIS/HER DESIGNEE) SHALL DETERMINE THOSE PERSONS WHO ARE ACCESS
PERSONS OF THE FUNDS, ITS ADVISER, AND THE DISTRIBUTOR.
NOTE: FOR FURTHER INFORMATION RELATED TO SUPERVISED PERSONS AND ACCESS PERSON,
PLEASE SEE EXHIBIT H ATTACHED HERETO.
(c) A "Security held or to be acquired" by a Fund means any Security which,
within the most recent fifteen (15) days: (i) is or has been held by the
any Fund; or (ii) is being or has been considered by such Fund for
purchase.
(d) "Beneficial Ownership" shall be interpreted in the same manner as it would
be in determining whether a person is subject to the provisions of Section
16 of the Securities Exchange Act of 1934, as amended, includes accounts of
a spouse, minor children, and any other relatives (parents, adult children,
brothers, sisters, etc.) who reside in an Access Person's home. Beneficial
Ownership shall also include those persons whose investments the Access
Person directs or Controls, whether the person lives with the Access Person
or not, as well as accounts of another person (individual, partner,
corporation, trust, custodian, or other entity) if by reason of any
contract, understanding, relationship, agreement or other arrangement the
Access Person obtains or may obtain therefrom a direct or indirect
pecuniary interest. A person does not derive a direct or indirect pecuniary
interest by virtue of serving as a trustee or executor unless he/she or a
member of his/her immediate family has a vested interest in the income or
corpus of the trust or estate.
NOTE: AN ACCESS PERSON WILL BE DEEMED TO HAVE BENEFICIAL OWNERSHIP OF AN
ACCOUNT(S), BASED ON THE FOREGOING DEFINITION, AND SUCH ACCOUNT(S) WILL BE
SUBJECT TO THE REPORTING REQUIREMENTS SET FORTH HEREIN, AND MAY BE SUBJECT TO
THE PRE-CLEARANCE REQUIREMENTS SETS FORTH HEREIN.
(e) "Chief Compliance Officer" means the Chief Compliance Officer of the Funds
and the Adviser.
(f) "Compliance Program and Manual" means the compliance policies and
procedures, and other materials, for the Funds and the Adviser (accessible
online via JNAM's internal intranet site).
(g) "Control" means the power to exercise a controlling influence over the
management or policies of the Funds, unless such power is solely the result
of an official position with the Funds.
(h) "Disinterested Person" means a trustee or manager of the Funds who is not
an "interested person" of the Funds, within the meaning of Section 2(a)(19)
of the 1940 Act.
(i) "Purchase or sale of a Security" includes, inter alia, the writing of an
option to purchase or sell a Security.
(j) "Security" shall have the meaning set forth in Section 2(a)(36) of the 1940
Act or Section 202(a)(18) of the Advisers Act.
(k) A Security is "being considered for purchase or sale" when a recommendation
to purchase or sell a security has been made and communicated and, with
respect to the person making the recommendation, when such person seriously
considers making such a recommendation.
(l) "Personal Investment Transaction" means a transaction by an Access Person
for the direct or indirect purchase or sale of a Security in which such
Access Person has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership.
(m) A "Limited Offering" or "Private Placement" means an offering that is
exempt from registration pursuant to Section 4(2) or Section 4(6) or
pursuant to Rules 504, 505 or 506 under Regulation D of the Securities Act
of 1933, as amended.
(n) "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.
(o) "Reportable Fund" means an investment company (mutual fund) advised by the
Adviser, and includes certain investment companies that are part of the
Adviser's "Qualified Retirement Plan."
SECTION 2--STATEMENT OF GENERAL FIDUCIARY PRINCIPLES AND GENERAL PROHIBITIONS
(a) FIDUCIARY DUTY TO SHAREHOLDERS. In recognition of the trust and confidence
placed in the Fund Companies by the Funds and its Shareholders,1 and to
give effect to the Fund Companies' shared belief that their operations
should be directed to the benefit of the Funds' Shareholders (consistent
with paragraph 1 of the Governance section of the Compliance Program &
Manual), the Fund Companies establish the following general principles to
guide the actions of their trustees, managers, directors, officers and
employees:
(i) The interests of the Funds and its Shareholders are paramount, and all
of the Fund Companies' personnel must conduct themselves and their
operations to give effect to this tenet by placing the interests of
the Funds' Shareholders before their own corporate or individual
interests.
(ii) All personal transactions in securities by the Fund Companies'
personnel must be accomplished so as to avoid even a potential
conflict of interest on the part of such personnel with the interests
of the Funds and its Shareholders.
(iii)All of the Fund Companies' personnel must avoid actions or activities
that allow (or appear to allow) a person to profit or benefit from his
or her position with respect to the Funds, or that otherwise bring
into question such person's independence and/or judgment.
(iv) Information concerning the identity of security, fund, or portfolio
holdings and related investment and financial information of the Funds
or any of its portfolios is highly confidential, and all of the Fund
Companies' personnel must treat such information accordingly and not
disclose such information to any third party external to the Fund
Companies except pursuant to a duly authorized and appropriately
protective written agreement.
(v) All Fund Companies' personnel are prohibited from taking personal
advantage of their knowledge of recent or impending securities
activities of the Funds, its Adviser or any of its sub-advisers.
(vi) All of the Fund Companies' personnel must carry out their
responsibilities with respect to the Funds in compliance with the
Federal Securities Laws.2
(b) Any non-compliance with or violation of the general fiduciary principles
and/or general prohibitions (set forth herein) may result in the imposition
of sanctions upon such Supervised Person pursuant to Section 6 herein. In
addition to the specific prohibitions contained in this Code, each
Supervised Person and Access Person is subject to a general requirement not
to engage in any act or practice that would defraud the Funds and/or its
Shareholders.
NOTE: THIS CODE DOES NOT ATTEMPT TO IDENTIFY ALL POSSIBLE CONFLICTS OF INTERESTS
AND LITERAL COMPLIANCE WITH EACH OF THE SPECIFIC PROCEDURES WILL NOT SHIELD A
SUPERVISED PERSON OR AN ACCESS PERSON FROM LIABILITY FOR PERSONAL TRADING OR
OTHER CONDUCT THAT VIOLATES THE FIDUCIARY DUTY OWED TO THE FUNDS AND ITS
SHAREHOLDERS.
SECTION 3--PROHIBITIONS & LIMITATIONS ON PERSONAL SECURITIES TRANSACTIONS
(a) MAINTAIN CONFIDENTIALITY. It is a policy of the Funds that information with
respect to prospective or current portfolio transactions of any Fund shall
be kept confidential. No Access Person shall take personal advantage of any
information concerning prospective or actual portfolio transactions in any
manner that might prove detrimental to the interests of the Funds.
(b) NO PERSONAL INVESTMENT TRANSACTIONS BASED ON AN ACCESS PERSON'S POSITION
WITH THE ADVISER AND THE Funds. No Access Person shall use such person's
position to gain personal benefit through work relationships. No such
Access Person shall attempt to cause any Fund to purchase, sell or hold a
particular security when that action may reasonably be expected to create a
personal benefit to the Access Person. An Access Person shall not contact a
sub-adviser to gain non-public information related to the Funds': intra-day
portfolio holdings; intra-day Securities transactions; and/or proposed
Securities transactions, to facilitate a Personal Investment Transaction.
In addition, no Access Person shall use such person's position to gain
personal knowledge of the Funds': intra-day portfolio holdings; intra-day
Securities transactions; and/or proposed Securities transactions to
facilitate a Personal Investment Transaction.
(c) NO PERSONAL INVESTMENT TRANSACTIONS BASED ON INSIDE KNOWLEDGE. No Access
Person shall engage in a Personal Investment Transaction with respect to
any Security which TO HIS OR HER ACTUAL KNOWLEDGE at the time of such
transaction:
(i) Is being considered for purchase or sale by any Fund; or
(ii) Is the subject of a pending buy or sell order by any Fund.
(d) NO FRAUD OR MANIPULATIVE PRACTICES. No Access Person shall, in connection
with the purchase or sale, directly or indirectly, by such person of a
Security held or to be acquired by any Fund:
(i) Employ any device, scheme or artifice to defraud such Fund;
(ii) Make to such Fund any untrue statement of a material fact or omit to
state to such Fund a material fact necessary in order to make the
statements made, in light of the circumstances under which they are
made, not misleading;
(iii)Engage in act, practice, or course of business which operates or
would operate as a fraud or deceit upon such Fund; and/or
(iv) Engage in any manipulative practice with respect to such Fund.
(e) NO SHORT-TERM TRADING. No Access Person shall engage in short-term trading
which is the purchase and sale (or sale and purchase) of the same (or
equivalent) Securities within a thirty (30) calendar days period, unless
such trading is: (i) within one of the Exempt Transactions set forth in
Section 4 herein; or (ii) approved by the Chief Compliance Officer (or
his/her designee) pursuant to a written exception prior to the second
portion of such short-term trade being initiated. Unless a written
exception is obtained from the Chief Compliance Officer (or his/her
designee), any profits realized on such short-term trading shall be
disgorged, as determined by the Board of the Funds.
(f) NO INSIDER TRADING. In accordance with the Adviser's Insider Trading
Policies and Procedures, no Access Person shall directly or indirectly,
purchase or sell securities or investments while in possession of "material
non-public information" (sometimes referred to as "inside information").
Nor shall such Access Person disclose such information to any third party
or furnish investment advice or information to any person or entity where
such advice or information is based upon or influenced by, or furnished
while in possession of, such material non-public or inside information. Any
Access Person who has any questions concerning whether particular
information received or obtained is "material, non-public" should refer to
the Adviser's Insider Trading Policies and Procedures, and consult the
Chief Compliance Officer (or his/her designee).
(g) NO OPTIONS OR FUTURES. No Access Person shall engage in any Personal
Investment Transaction for the purchase or sale of any option or future on
any Security.
(h) NO SHORT-SELLING. No Access Person shall engage in any Personal Investment
Transaction involving the "short-selling" of any Security.
(i) NO TRANSACTIONS IN PRUDENTIAL PLC SECURITIES. No Access Person shall engage
in any Personal Investment Transaction involving Prudential pl Securities.
Prudential plc Securities currently trade as American Depository Receipts
on the New York Stock Exchange (NYSE Ticker Symbol: PUK).
(j) LIMITS ON PRIVATE PLACEMENTS AND LIMITED OFFERINGS. No Access Person may
directly or indirectly acquire beneficial ownership in any Securities in a
Limited Offering or Private Placement without prior written approval from
the Chief Compliance Officer (or his/her designee). In addition, No Access
Person shall participate in any consideration of whether a Fund should
invest in securities of an issuer in which such Access Person has invested
through a Limited Offering or Private Placement without disclosing such
investment of the Access Person to the other participants and the Chief
Compliance Officer (or his/her designee). Under such circumstances, the
decision by a Fund to purchase securities of the issuer shall be subject to
the independent review by appropriate personnel of the Adviser, and
appropriate sub-adviser, having no personal interest in the matter
(k) LIMITS ON GIFTS. No Access Person shall accept or receive any gift or more
than de minimis value (generally, $300, as set forth in the Employee
Handbook) from any person or entity that does business with or on behalf of
any of the Funds and the Adviser. The receipt of an occasional lunch,
dinner, ticket to a sporting event, or other de minimis gift is acceptable.
(l) LIMITS ON SERVING AS A DIRECTOR. No Access Person shall serve on the board
of directors of any publicly traded company, unless prior authorization
therefor by the applicable Fund Companies' Board has been given, after a
determination by such Fund Companies' Board that such service is consistent
with the interests of the Funds and its shareholders. Where such approval
is given, such Supervised Person is prohibited, during the period of such
service, and for a six (6) month period thereafter from: (i) engaging in
any communication regarding such company with any other Supervised Person;
and (ii) causing any Fund with respect to which he/she has any daily or
periodic responsibilities to purchase any security issued by such company.
(m) LIMITS ON INITIAL PUBLIC OFFERINGS. No Access Person shall engage in any
Personal Investment Transaction for the acquisition of a Security in an
initial public offering ("IPO"), unless prior written approval is obtained
from the Chief Compliance Officer (or his/her designee).
SECTION 4 - COMPLIANCE PROCEDURES AND PRE-CLEARANCE REQUIREMENTS
(a) PRE-CLEARANCE OF PERSONAL INVESTMENT TRANSACTIONS. Unless such proposed
Personal Investment Transactions are exempt from the pre-clearance
requirements of this Code, pursuant to Section 4(c) herein, no Access
Person, except a Disinterested person, shall engage in a Personal
Investment Transaction unless such transaction has been submitted to, and
approved in writing, by the Chief Compliance Officer (or his/her designee)
in advance of the transaction. Prior to engaging in a Personal Investment
Transaction, an Access Person must be aware that:
(i) All requests for prior clearance must provide the information set
forth on the standard "REQUEST FOR AUTHORIZATION OF A PERSONAL
INVESTMENT TRANSACTION," a copy of such form is attached hereto as
EXHIBIT A. Such requests shall generally be made in writing or by
e-mail, although in special circumstances telephone requests may be
made so long as the required information is provided.
(ii) Prior clearance of a Securities transaction is effective for three (3)
business days from and including the date clearance is granted.
The Adviser shall retain a record of the approval of, and rationale
supporting, any direct or indirect acquisition by an Access Person of a
beneficial interest in such Securities.
(b) CONSIDERATIONS FOR APPROVAL. The Chief Compliance Officer (or his/her
designee) shall make all such approvals only after making a determination
that:
(i) The proposed transaction would not be inconsistent with this Code;
(ii) That such purchase or sale would only be remotely potentially harmful
to the Funds because it would be very unlikely to affect a highly
institutional or liquid market, or that it would not be economically
related to the Securities to be purchased, sold or held by any Fund;
and
(iii)That the Access Person does not have any personal knowledge of any of
the Funds': intra-day portfolio holdings; intra-day Securities
transactions; and/or proposed Securities transactions.
In the case of a proposed Personal Investment Transaction for the
acquisition by an Access Person of a Security in a Limited Offering or
Private Placement, the Chief Compliance Officer (or his/her designee)
shall confer with appropriate senior officers of the Adviser and/or
sub-adviser to determine whether such investment opportunity should be
reserved for the Funds, as applicable; and the Chief Compliance
Officer (or his/her designee) shall not approve such transaction if it
appears to him/her, after appropriate inquiry, that:
(iv) The opportunity should be reserved for the Funds; or
(v) Such opportunity has been offered to the Access Person by virtue of
his/her position with the Fund Companies.
(c) TRANSACTIONS EXEMPT FROM PRE-CLEARANCE REQUIREMENTS. The following Personal
Investment Transactions are exempt from the pre-clearance requirements:
(i) Purchases or sales effected in any account over which the Access
person has no direct or indirect influence or control.
(ii) Purchases or sales of Securities which are non-volitional on the part
of either the Access person or any Fund, as applicable.
(iii)Automatic Investment Plans, however, any transaction that overrides
the pre-set schedule or allocations of such Automatic Investment Plan
may require pre-clearance and may be included in a Quarterly
Transaction Report.
(iv) 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.
(v) Purchase or sales of Securities which at the time of such purchase or
sale, are included in a JNL Fund, which has as its investment
objective, the replication of an index of Securities.
(vi) Purchases or sales of exchange traded funds (ETFs).
(vii)Transactions by a Disinterested Person of the Funds who have no
actual knowledge of any Fund's trading activities, unless such
Disinterested person, at the time of that transaction, knew or, in the
ordinary course of fulfilling his/her official duties as a trustee or
manager of the Funds, should have known that, during the fifteen (15)
day period immediately preceding or after the date of the transaction,
that such Security was purchased or sold by any Fund or was being
considered by the such Fund or its sub-adviser for purchase or sale by
such Fund.
(d) OTHER REQUIREMENTS. The Chief Compliance Officer (or his/her designee)
shall formulate and implement such additional, necessary procedures to
carry out the provisions of this Code, including the adoption of
appropriate questionnaires and reporting forms reasonably designed to
provide sufficient information to determine whether any provisions of this
Code are violated. Such procedures shall include procedures reasonably
necessary to monitor the Securities trading activities of Access Persons
after approval of Personal Investment Transactions pursuant to Section 4
herein. The Chief Compliance Officer (or his/her designee) shall prepare an
annual report to the Board of the Funds:
(i) Summarizing the existing procedures concerning personal investing by
Access Persons, including any changes made to such procedures during
the period covered by the report;
(ii) Identifying any violations requiring significant remedial action
during such period (this particular item will be reported to the Board
of the Funds on a quarterly basis);
(iii)Identifying any recommended changes in existing procedures based upon
the Funds' experience under this Code, evolving industry practices, or
developments in applicable laws or regulations; and
(iv) Certifying that the Funds and its Adviser have established procedures
reasonably necessary to prevent Access persons from violating this
Code.
(e) REPORTING VIOLATIONS. Any person becoming aware of a violation or an
apparent violation of this Code of Ethics shall promptly report such matter
to the Chief Compliance Officer (or his/her designee) of the Funds and its
Adviser.
SECTION 5 - REPORTING REQUIREMENTS OF ACCESS PERSONS
(a) APPROVAL FOR THE ESTABLISHMENT OF A BROKERAGE ACCOUNT. Every Access Person
must receive approval from the Chief Compliance Officer (or his/her
designee) prior to opening a personal brokerage account. Prior to opening
any such personal brokerage account at a broker-dealer, bank, or other
financial institution, the Access Person shall:
(i) Immediately notify the Chief Compliance Officer (or his/her designee)
of the intent to open such personal brokerage account;
(ii) Complete and submit a "PERSONAL ACCOUNT DISCLOSURE FORM" as set forth
in EXHIBIT B, attached hereto, and an "INITIAL HOLDINGS REPORT," as
set forth in EXHIBITS C, attached hereto; and
(iii)Direct each broker-dealer, bank, or other financial institution
through whom such Access Person engages in any Personal Investment
Transaction to supply the Chief Compliance Officer (or his/her
designee) with duplicate copies of: (A) all confirmations of such
transactions; and (B) periodic statements of all securities accounts.
Such directives shall require the broker-dealer to transmit such
duplicate copies within five (5) days after the original has been
transmitted to such Access person. (SEE EXHIBIT I for a sample letter
directing the broker-dealer, bank, or other financial institution to
send duplicate copies of: all confirmations, and periodic statements
of all securities accounts to the Chief Compliance Officer or his/her
designee.)
(b) INITIAL HOLDINGS REPORT. When a director, manager, officer, or employee the
Fund Companies is designated an Access Person, such newly designated Access
Person shall complete and submit to the Chief Compliance Officer (or
his/her designee) a "PERSONAL ACCOUNT DISCLOSURE FORM" attached hereto as
EXHIBIT B, and an INITIAL HOLDINGS REPORT, attached hereto as EXHIBIT C,
within ten (10) days of being designated an Access Person. The information
contained in the Initial Holdings Report must be current as of a date no
more than forty-five (45) days before the report is submitted, and shall
include the following information:
(i) The title and type, exchange ticker symbol (or CUSIP number), number
of shares and principal amount of each Security in which the Access
Person had any direct or indirect beneficial ownership when the person
became an Access Person;
(ii) The name of any broker-dealer, bank, or other financial institution
with whom the Access Person maintained an account in which any
Securities were held for the direct or indirect benefit of the Access
Person as of the date the person became an Access Person; and
(iii) The date on which the report is submitted by the Access Person.
(c) QUARTERLY TRANSACTION REPORTS. Every Access Person shall complete, sign and
submit a "QUARTERLY TRANSACTION REPORT," attached hereto as EXHIBIT D, to
the Chief Compliance Officer (or his/her designee) which discloses
information with respect to transactions in any Security in which such
Access Person has, or by reason of such transaction, acquires, any direct
or indirect beneficial ownership in the Security. The Quarterly Transaction
Report shall be submitted no later than thirty (30) days after the end of
each calendar quarter, whether or not the Access Person opened any account
or engaged in any transactions for the quarter. For any transaction in a
Security during the quarter in which the Access Person had any direct or
indirect beneficial ownership, the Quarterly Transaction Report shall
contain the following information:
(i) The date of the transaction, the title and type, exchange ticker
symbol (or CUSIP number), interest rate and maturity date (if
applicable), the number of shares and the principal amount of the
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, bank, or other financial institution
with or through whom the transaction was effected; and
(v) The date that the report is submitted by the Access Person.
NOTE: IN LIEU OF THE REPORT PROVIDED AS EXHIBIT D, THE ACCESS PERSON
MAY PROVIDE COPIES OF MONTHLY OR QUARTERLY BROKERAGE STATEMENTS
REFLECTING EQUIVALENT INFORMATION, PROVIDED THE REPORTING PERSON DATES
AND SIGNS EACH SUCH STATEMENT.
(d) ANNUAL HOLDINGS REPORTS. Every Access Person shall complete, sign and
submit to the Chief Compliance Officer (or his/her designee) an "ANNUAL
HOLDINGS REPORT," attached hereto as EXHIBIT E, no later than thirty (30)
days following the end of the calendar year. The information contained in
the Annual Holdings Report must be current as of a date no more than thirty
(30) days before the report is submitted. The Annual Holdings Report shall
contain the following information:
(i) The title and type, exchange ticker symbol or CUSIP number (as
applicable), number of shares and principal amount of each Security in
which the Access Person has any direct or indirect beneficial
interest;
(ii) The name of any broker, dealer or bank with whom the Access Person
maintained an account in which any Securities were held for the
benefit of the Access Person as of the date when that person became an
Access Person; and
(iii) The date when the Access Person submitted the report.
NOTE: IN LIEU OF THE REPORT PROVIDED AS EXHIBIT E, THE ACCESS PERSON
MAY PROVIDE COPIES OF YEAR-END BROKERAGE STATEMENTS REFLECTING
EQUIVALENT INFORMATION, PROVIDED THE REPORTING PERSON DATES AND SIGNS
EACH SUCH STATEMENT.
(e) ANNUAL CERTIFICATION. Each Access person shall complete an "ANNUAL
CERTIFICATION," attached hereto as EXHIBIT F, certifying, in writing, that
such Access person:
(i) Has read and understands this Code;
(ii) Recognizes that he or she is subject thereto;
(iii) Has complied with all requirements thereof; and
(iv) Has disclosed or reported all Personal Investment Transactions and
Securities holdings required to be disclosed or reported pursuant to
the requirements herein.
NOTE: ANY SUCH REPORTS MAY CONTAIN A STATEMENT THAT THE REPORT SHALL
NOT BE CONSTRUED AS AN ADMISSION BY THE PERSON MAKING SUCH REPORT THAT
HE OR SHE HAS ANY DIRECT OR INDIRECT BENEFICIAL OWNERSHIP IN THE
SECURITY TO WHICH THE REPORT RELATES.
(f) REPORTABLE FUNDS AND THE QUALIFIED RETIREMENT PLAN. Participation in the
Qualified Retirement Plan, and corresponding investments in the Reportable
Funds, requires the Adviser to monitor and review each Access Person's
investments in the Qualified Retirement Plan. Currently, the "Human
Resources Department" and the Qualified Retirement Plan Administrator
provide the Adviser and the Chief Compliance Officer (or his/her designee)
with reports related to an Access Person's participation in the Qualified
Retirement Plan. Therefore, an Access Person does NOT have to complete the:
PERSONAL ACCOUNT DISCLOSURE FORM; INITIAL HOLDINGS REPORT; QUARTERLY
TRANSACTION REPORT; and the ANNUAL HOLDINGS REPORT related to participation
in the Qualified Retirement Plan.
NOTE: THE CHIEF COMPLIANCE OFFICER (OR HIS/HER DESIGNEE) SHALL MONITOR AN
ACCESS PERSON'S TRANSACTIONS IN THE QUALIFIED RETIREMENT PLAN, AND
DEPENDING UPON THE TRADING PRACTICES OF THE ACCESS PERSON IN THE QUALIFIED
RETIREMENT PLAN, MAY REQUIRE PRE-CLEARANCE FOR FUTURE TRANSACTIONS.
(g) ACCESS PERSON AND EXCEPTIONS FROM REPORTING REQUIREMENTS. An Access Person
is NOT required to make any report with respect to the following
Securities:
(i) Shares of registered open-end investment companies (i.e., mutual
funds) that are unaffiliated with the Funds or the Adviser;
(ii) Shares of money market funds or money market instruments as may be
designated by the Board;
(iii)Shares or units of any unit investment trust that is invested
exclusively in one or more open-end investment companies (i.e., mutual
funds) that are unaffiliated with the Funds or its Adviser;
(iv) Direct obligations of the Government of the United States;
(v) Bankers' acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments, including repurchase
agreements;
(vi) Those securities transactions effected for any account over which such
Access Person does not have any direct or indirect influence; and
(vii)Those Securities transactions effected pursuant to an Automatic
Investment Plan, however, any transaction that overrides the pre-set
schedule or allocations of such Automatic Investment Plan may require
pre-clearance and may be included in a Quarterly Transaction Report.
NOTE: PLEASE CONSULT EXHIBIT G, ATTACHED HERETO, FOR AN OVERVIEW OF
PRE-CLEARANCE AND REPORTING REQUIREMENTS.
(h) DISINTERESTED PERSONS AND EXCEPTIONS FROM REPORTING REQUIREMENTS. A
Disinterested person need not submit:
(i) A Personal Account Disclosure Form;
(ii) An Initial Holdings Report;
(iii) An Annual Holdings Reports; and/or
(iv) A Quarterly Transaction Report, unless the Disinterested Person, at
the time of that transaction, knew or, in the ordinary course of
fulfilling his or her official duties as a trustee or manager of the
Funds, should have known that, during the fifteen (15) day period
immediately preceding or after the date of the transaction, such
Security was purchased or sold by any Fund or was being considered by
the such Fund or the Adviser for purchase or sale by such Fund. THE
CHIEF COMPLIANCE OFFICER (OR HIS/HER DESIGNEE) MAY THEN REQUIRE THE
DISINTERESTED PERSON TO COMPLETE AND SUBMIT ALL OF THE FOREGOING FORMS
AND REPORTS.
(i) NOTIFICATION OF REPORTING OBLIGATIONS. The Chief Compliance Officer (or
his/her designee) will identify all Access Persons of the Fund Companies
who are required to make reports under this Code and inform such persons of
their reporting obligations.
(j) COMPLIANCE OFFICER. The President of the Adviser shall review the foregoing
reports and forms, as well as, the Personal Investment Transactions of the
Chief Compliance Officer.
SECTION 6 - SANCTIONS
The Board of the Funds shall review any violation or apparent violation of this
Code of Ethics and may adopt and apply whatever sanctions it may determine
appropriate in respect of such violation upon prior review and recommendation by
the Chief Compliance Officer (or his/her designee), including, INTER ALIA, a
letter of censure, warnings, fines, suspension or termination of the employment
of the violator.
SECTION 7 - RECORD MAINTENANCE
(a) RECORDS TO BE MAINTAINED BY THE ADVISER. The Funds and its Adviser shall,
at its Adviser's place of business, maintain the following records for a
period of five (5) years:
(i) A copy of this Code of Ethics and any Code of Ethics adopted pursuant
to Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940
Act which within the past five (5) years has been in effect, shall be
preserved in an easily accessible place;
(ii) A record of any violation of this Code of Ethics, and of any action
taken as a result of such violation, shall be preserved in an easily
accessible place for a period of not less than five (5) years
following the end of the fiscal year in which the violation occurs;
(iii)Any records of written acknowledgments or receipt of the Code and any
amendments or supplements thereto;
(iv) A copy of each report made by an Access person pursuant to this Code
of Ethics (including any brokerage confirmation and account statements
made or furnished in lieu of such report) shall be preserved for a
period of not less than five (5) years from the end of the fiscal year
in which it is made, the first two (2) years in an easily accessible
place;
(v) A list of all persons who are, or within the past five (5) years have
been, required to make reports pursuant to this Code of Ethics, or who
are or were responsible for reviewing these reports, shall be
maintained in an easily accessible place;
(vi) A copy of such prior clearance procedure for securities transactions
as the Chief Compliance Officer (or his/her designee) shall from time
to time determine and any records of decisions approving Access
persons' participation in IPOs or private placements;
(vii)Copies of all reports provided to the Board of the Funds concerning
the Code, including a copy of each report required by Section 4(d) of
this Code.
(b) TIMEFRAME. The Adviser must maintain records of any decisions, and the
reasons supporting the decision, to approve transactions or trading by
Access Persons involving Securities under this Code, for at least five (5)
years after the end of the fiscal year in which the approval is granted.
(c) CONFIDENTIALITY. All reports of Securities transactions and any other
information filed with the Funds or its Adviser pursuant to this Code shall
be treated as confidential, except as regards appropriate examinations by
representatives of the SEC.
SECTION 8 - INVESTMENT ADVISERS AND DISTRIBUTOR
Personnel of any sub-adviser or distributor of the Funds who are "Access
persons" may, as an alternative to complying with the foregoing provisions of
this Code, comply with the requirements of a code of ethics adopted pursuant to
Rule 204A-1 of the Advisers Act and/or Rule 17j-1 under the 1940 Act by such
sub-adviser or distributor; provided that:
(a) Such code of ethics meets the requirements of Rule 204A-1 of the Advisers
Act and Rule 17j-1 under the 1940 Act and has been previously approved by
the Board;
(b) Such code of ethics applies to the activities of the access person as they
relate to the Funds;
(c) Such sub-adviser or distributor submits a report to the appropriate Board
on a quarterly basis, which report shall (i) certify that the conditions of
Section 8(a) and 8(b) herein have been met at all times during the period
covered by the report; and (ii) either certify that no violation of such
code of ethics by any such access person has occurred during the period
covered by the report, or identify all such violations and describe all
material information relating thereto. The report shall be accompanied by
appropriate documentation; and
(d) Such sub-adviser or distributor shall, no less frequently than annually,
furnish a written report to the Chief Compliance Officer (or his/her
designee), that
(i) Describes any issues arising under the sub-adviser's or distributor's
code of ethics or procedures since the last report to the Board or
Chief Compliance Officer (or his/her designee), of the Funds (as the
case may be), including, but not limited to, information about
material violations of the code or procedures and sanctions imposed in
response to the material violations; and
(ii) Certifies that such sub-adviser or distributor has adopted procedures
reasonably necessary to prevent access persons from violating its code
of ethics and to monitor such access persons' activities and conduct
governed by its code of ethics.
EXHIBIT A
REQUEST FOR AUTHORIZATION OF A PERSONAL INVESTMENT TRANSACTION
(To be completed prior to any personal trade)
Name: ___________________________________________________________________
Phone Ext: ______________________________________________________________
Position: _______________________________________________________________
Date of Proposed Transaction: ___________________________________________
Name of the issuer: _____________________________________________________
Dollar Amount: __________________________________________________________
Number of Securities: ___________________________________________________
Nature of Transaction (Buy or Sell)1:____________________________________
Are you or a member of your immediate family an officer or director of the
issuer of the Securities, or an affiliate2 of the issuer? Yes No
If Yes, please describe: ________________________________________________
_________________________________________________________________________
Describe the nature of any direct or indirect professional or business
relationship that you may have with the issuer of the Security3:
_________________________________________________________________________
_________________________________________________________________________
Are you aware of any material non-public information4 regarding the Security or
the issuers?
Yes No
Do you have any personal knowledge, or have you had any personal knowledge, of
the Funds': intra-day portfolio holdings, intra-day Securities transactions, or
proposed Securities transactions?
Yes No
Does this transaction involve a private placement? Yes No
Is the Security being purchased part of an Initial Public Offering? Yes No
Do you beneficially own 5% or more of the outstanding voting Securities of the
issuer?
Yes No
Are you aware of any facts regarding the proposed transaction, including the
existence of any substantial economic relationship between the proposes
transaction and Securities held or to be acquired by the Funds that may be
relevant to a determination as to the existence of a potential conflict of
interest?5 Yes No
If Yes, please describe: ________________________________________________
_________________________________________________________________________
Signature: _____________________________
Date: _________________________________
- --------------------------------------------------------------------------------
APPROVAL OR DENIAL OF PERSONAL TRADING REQUEST
(To be completed by the Chief Compliance Officer or
his/her designee)
____ APPROVED. The proposed transaction appears to be consistent with the
policies described in the Code of Ethics.
PRE-CLEARANCE IS GRANTED from and including:
____________________ through ______________________
____ Denied. The proposed transaction does not appear to be consistent with
the policies described in the Code of Ethics and/or the conditions
necessary for approval of the proposed transaction have not been
satisfied. PRE-CLEARANCE IS DENIED.
Signature: _____________________________
Title: _________________________________
Date: _________________________________
EXHIBIT B
PERSONAL ACCOUNT DISCLOSURE FORM
INSTRUCTIONS: Use this form if you are an individual that has been designated an
"Access Person" pursuant to the Code of Ethics, have opened a new account, or
are closing an account. This form is used to disclose the existence of any
brokerage accounts of an Access Person, or accounts that the Access Person
maintains investment discretion or in which the Access Person has a "Beneficial
Ownership" interest. If you do NOT maintain any outside Personal Accounts,
please specify "NO" below and bear in mind that you are under a continuing duty
to disclose any changes. Further, notice and prior approval is required in order
to open an outside Securities brokerage account
PART 1 - TYPE OF FILING: (CHECK ONE ONLY)
New Employee _____ New Account _____ Closing Account _____
PART 2 - STATEMENT ON INSIDER TRADING: (TO BE COMPLETED BY ALL ACCESS PERSONS) I
certify that I have not purchased or sold Securities, nor recommended the
purchase or sale of Securities, based on information not generally available to
the public; and further, that I have not disclosed any material, non-public
information to persons not authorized to received such information. I certify
that I will not engage in such activities while employed by the Fund Companies.
(INITIAL HERE TO CERTIFY COMPLIANCE): ______
PART 3 - STATEMENT OF ACCOUNTS/HOLDINGS: TO BE COMPLETED BY ALL ACCESS PERSONS)
___ YES ___ NO
I have Securities or commodities accounts that must be disclosed in accordance
with the Code of Ethics. (If yes, you must complete Part 4, below)
PART 4 - SECURITIES AND COMMODITIES ACCOUNTS MAINTAINED: For disclosure by a new
employee designated an Access Person, list all accounts required to be disclosed
pursuant to the Code of Ethics. For "new account" or "annual report" disclosure
list only the Personal Account(s) not previously disclosed. For any of these
filings, Access Persons must instruct the institution(s) holding the Personal
Account(s) to send duplicate confirmations and periodic statements of activity
to the Chief Compliance Officer (or his/her designee) for all personal
account(s) listed. For "closing account" disclosure, list only the personal
account (s) being closed.
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Exact Name of Account Name of Brokerage Firm Account Number ACCESS PERSON's Relationship to Account:
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(As it appears on Account Statement)
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Self Spouse Child Other (State):
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Access Person's Name: _________________________________________ Chief Compliance Officer: _____________________________
(or his/her designee)
Access Person's Signature: _______________________________________
Date: _________________________ Date:________________________
EXHIBIT C
INITIAL HOLDINGS REPORT
THIS INITIAL HOLDINGS REPORT DOES NOT NEED TO BE COMPLETED BY AN ACCESS PERSON
THAT (1) DOES NOT HAVE A BENEFICIAL OWNERSHIP INTEREST IN A SECURITIES ACCOUNT,
AND (2) HAS COMPLETED THE PERSONAL ACCOUNT DISCLOSURE FORM.
Name: __________________________ Date of Report: ____________________
This Initial Securities Holdings Report must be filed by all Access Persons no
later than ten (10) days after such individual becomes an Access Person.
If you are an Access Person, you should include in this Report: (1) the title,
number of shares, and principal amount of all Securities in which you have a
direct or indirect beneficial interest, and (2) the name of all brokers, dealers
or banks with whom you maintain an account in which any securities were held for
your direct or indirect benefit.1 You should include all accounts in which you
have a direct or indirect beneficial ownership interest (unless you have no
influence or control over such accounts) and all non-client accounts that you
manage or with respect to which you give investment or voting advice.
Please describe all reportable securities holdings and securities accounts on
the next page. Copies of confirmation statements may be attached to a signed
report in lieu of setting forth the information otherwise required. Use
additional copies of this form if necessary.
To the best of my knowledge and belief, the answers set out in this Initial
Holdings Report are true and correct.
- ----------------------------- -----------------------------
Signature Date Submitted
- ----------------------------------------
The undersigned, _________________________, in my capacity as the Chief
Compliance Officer (or his/her designee), hereby certify receipt of this Initial
Holdings Report on the _____ day of ____________, 200__.
- -----------------------------
Chief Compliance Officer
(or his/her designee)
REPORTABLE SECURITIES2
FOR EACH SECURITY IN WHICH YOU HAVE A DIRECT OR INDIRECT BENEFICIAL INTEREST,
PLEASE LIST THE TITLE AND TYPE OF SECURITY, EXCHANGE TICKER SYMBOL OR CUSIP
NUMBER, NUMBER OF SHARES, AND PRINCIPAL AMOUNT OF SUCH SECURITY.
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Title/Type Ticker Symbol/CUSIP Number Number of Shares Principal Amount
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DO YOUR HOLDINGS INCLUDE:
Securities purchased within the last forty-five (45) days, or the purchase and sale
of Securities within the last forty-five (45) days)? Yes |_| No |_|
Private placement or limited offering Securities? Yes |_| No |_|
Any Security purchased in an initial public offering? Yes |_| No |_|
PLEASE ATTACH ADDITIONAL SHEETS WITH ANY OTHER RELEVANT INFORMATION
IN LIEU OF THIS REPORT, THE ACCESS PERSON MAY PROVIDE COPIES OF MONTHLY OR
QUARTERLY BROKERAGE STATEMENTS REFLECTING EQUIVALENT INFORMATION, PROVIDED THE
REPORTING PERSON DATES AND SIGNS EACH SUCH STATEMENT.
EXHIBIT D
QUARTERLY TRANSACTIONS REPORT
Name: ______________________ Report for Quarter Ended: _________________
This Quarterly Transaction Report must be filed quarterly, within thirty (30)
days after the end of each calendar quarter, by all Access Persons. This report
should list all accounts opened by the Access Person during the report period in
which Securities are held for the direct or indirect benefit of the Access
Person.1 If you are an Access Person, you must file this report whether or not
you opened any accounts or had any reportable transactions for the reporting
period. Each report must cover all accounts in which you have a direct or
indirect beneficial ownership interest (unless you have no influence or control
over such accounts) and all non-client accounts that you manage or with respect
to which you give investment or voting advice.
Did you open any accounts in which Securities are held for your direct or
indirect benefit during the above quarter?
Yes |_| No |_|
Did you have any reportable transactions in Securities during the above quarter?
Yes |_| No |_|
If you answered "Yes" to either question above, please complete the information
on the next page. Copies of confirmation statements may be attached to a signed
report in lieu of setting forth the information otherwise required. Use
additional copies of this form if necessary.
To the best of my knowledge and belief, the answers set out in this Report are
true and correct.
- ----------------------------- -----------------------------
Signature Date Submitted
The undersigned, _________________________, in my capacity as the Chief
Compliance Officer (or his/her designee), hereby certify receipt of this Initial
Holdings Report on the _____ day of ____________, 200__.
- -----------------------------
Chief Compliance Officer
(or his/her designee)
REPORTABLE SECURITIES AND ACCOUNTS2
FOR EACH ACCOUNT IN WHICH ANY SECURITIES WERE HELD FOR YOUR DIRECT OR INDIRECT
BENEFIT, PLEASE LIST THE NAME, ADDRESS AND CONTACT PERSON OF THE BROKER, DEALER,
OR BANK WITH WHOM THE ACCOUNT WAS ESTABLISHED AND THE DATE SUCH ACCOUNT WAS
OPENED.
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Name Address Contact Person Date Account Opened
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FOR EACH SECURITY IN WHICH YOU HAVE A DIRECT OR INDIRECT BENEFICIAL INTEREST, PLEASE LIST THE TITLE AND TYPE OF
SECURITY, EXCHANGE TICKER SYMBOL OR CUSIP NUMBER, NUMBER OF SHARES, AND PRINCIPAL AMOUNT OF SUCH SECURITY.
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DO YOUR HOLDINGS INCLUDE:
Securities purchased within the last thirty (30) days, or the purchase and sale of
Securities within the last thirty (30) days)? Yes |_| No |_|
Private placement or limited offering Securities? Yes |_| No |_|
Any Security purchased in an initial public offering? Yes |_| No |_|
PLEASE ATTACH ADDITIONAL SHEETS WITH ANY OTHER RELEVANT INFORMATION
IN LIEU OF THIS REPORT, THE ACCESS PERSON MAY PROVIDE COPIES OF MONTHLY OR
QUARTERLY BROKERAGE STATEMENTS REFLECTING EQUIVALENT INFORMATION, PROVIDED THE
REPORTING PERSON DATES AND SIGNS EACH SUCH STATEMENT.
EXHIBIT E
ANNUAL HOLDINGS REPORT
Name: __________________________ Date of Report: __________________
This Annual Securities Holdings Report must be filed by all Access Persons
within thirty (30) days following the end of the calendar year, and the
information contained in this report must be current as of a date no more than
thirty (30) days before the report is submitted.
Did you open any accounts in which Securities are held for your direct or
indirect benefit during the calendar year?
Yes |_| No |_|
If you answered "Yes," you must complete the information on the next page and
include in this Report: (1) the title, number of shares, and principal amount of
all Securities in which you have a direct or indirect beneficial interest, and
(2) the name of all brokers-dealers, banks, or other financial institutions with
whom you maintain an account in which any securities were held for your direct
or indirect benefit.1 You should include all accounts in which you have a
Beneficial Ownership interest (unless you have no influence or control over such
accounts) and all non-client accounts that you manage or with respect to which
you give investment or voting advice.
Please describe all reportable securities holdings and securities accounts on
the next page. Copies of confirmation statements may be attached to a signed
report in lieu of setting forth the information otherwise required. Use
additional copies of this form if necessary.
To the best of my knowledge and belief, the answers set out in this Initial
Holdings Report are true and correct.
- ----------------------------- -----------------------------
Signature Date Submitted
- ----------------------------------------
The undersigned, _________________________, in my capacity as the Chief
Compliance Officer (or his/her designee), hereby certify receipt of this Initial
Holdings Report on the _____ day of ____________, 200__.
- -----------------------------
Chief Compliance Officer
(or his/her designee)
REPORTABLE SECURITIES AND ACCOUNTS2
FOR EACH ACCOUNT IN WHICH ANY SECURITIES WERE HELD FOR YOUR DIRECT OR INDIRECT
BENEFIT, PLEASE LIST THE NAME, ADDRESS AND CONTACT PERSON OF THE BROKER, DEALER,
OR BANK WITH WHOM THE ACCOUNT WAS ESTABLISHED AND THE DATE SUCH ACCOUNT WAS
OPENED.
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Name Address Contact Person Date Account Opened
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FOR EACH SECURITY IN WHICH YOU HAVE A DIRECT OR INDIRECT BENEFICIAL INTEREST, PLEASE LIST THE TITLE AND TYPE OF
SECURITY, EXCHANGE TICKER SYMBOL OR CUSIP NUMBER, NUMBER OF SHARES, AND PRINCIPAL AMOUNT OF SUCH SECURITY.
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DO YOUR HOLDINGS INCLUDE:
Securities purchased within the last thirty (30) days, or the purchase and sale of
Securities within the last thirty (30) days? Yes |_| No |_|
Private placement or limited offering Securities? Yes |_| No |_|
Any Security purchased in an initial public offering? Yes |_| No |_|
PLEASE ATTACH ADDITIONAL SHEETS WITH ANY OTHER RELEVANT INFORMATION
IN LIEU OF THIS REPORT, THE ACCESS PERSON MAY PROVIDE COPIES OF MONTHLY OR
QUARTERLY BROKERAGE STATEMENTS REFLECTING EQUIVALENT INFORMATION, PROVIDED THE
REPORTING PERSON DATES AND SIGNS EACH SUCH STATEMENT.
EXHIBIT F
ANNUAL CERTIFICATION FORM
Access Persons shall complete this Annual Certification Form, upon the receipt
and review of the Code of Ethics, and on an annual basis.
I hereby certify that: (i) I have read and understand this Code of Ethics; (ii)
I recognize that I am subject to this Code of Ethics; (iii) I have complied with
all requirements thereof; and (iv) I have disclosed or reported all Personal
Investment Transactions and Securities holdings required to be disclosed or
reported pursuant to the requirements herein.
Signed: _________________________________
Name: _________________________________
Date: _________________________________
- --------------------------------------------------------------------------------
The undersigned, in my capacity as Chief Compliance Officer (or his/her
designee) hereby certify the receipt of this Code of Ethics Annual
Certification.
Signed: _________________________________
Title: _________________________________
Date: _________________________________
EXHIBIT G
Securities Transactions Requiring Pre-Clearance and Reporting (Complete
Pre-Clearance Form, and Verify Holdings Reports, Brokerage Statements, and
Confirms):
o Purchase or sale of an IPO
o Purchase or sale of a Private Placement or Limited Offering
o Purchase or sale of a Security NOT included in a JNL Fund,
which has as its investment objective, the
replication of an index of Securities
o Purchase or sale of a variable product of the Adviser's affiliate
Securities Transactions Subject to Reporting Requirements BUT NOT Subject to
Pre-Clearance Requirements (Verify Holdings Reports, Brokerage Statements, and
Confirms):
o Purchases or sales of Securities that are non-volitional on the part of
the Access Person (i.e. dividend stock distribution, or stock split)
o 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
o Purchase or sales of Securities which at the time of such purchase or
sale, are included in a JNL Fund, which has as its investment
objective, the replication of an index of Securities
o Purchases or sales of ETFs
Securities Transaction NOT Subject to Pre-Clearance and Reporting:
o Purchase or sale of shares of registered open-end investment companies
(i.e., mutual funds) that are unaffiliated with the Funds or the
Adviser
o Purchase or sale of shares of money market funds or money market
instruments as may be designated by the Board
o Purchase or sale of shares or units of any unit investment trust that
is invested exclusively in one or more open-end investment companies
(i.e., mutual funds) that are unaffiliated with the Funds or its
Adviser
o Purchase or sale of direct obligations of the Government of the United
States
o Purchase or sale of bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt instruments,
including repurchase agreements
o Purchase or sale of shares effected for any account over which such
person does not have any direct or indirect influence (i.e.
non-discretionary trust fund, discretionary investment advisory account
managed by a third-party)
o Purchase or sale pursuant to an Automatic Investment Plan, however, any
transaction that overrides the pre-set schedule or allocations of such
Automatic Investment Plan may require pre-clearance and may be included
in a the other reporting requirements
o Purchase and sale of the Funds (Reportable Funds) in the Qualified
Retirement Plan. HOWEVER, SUCH TRADING IN THE QUALIFIED
RETIREMENT PLAN MAY BECOME SUBJECT TO PRE-CLEARANCE.
(Note: the Chief Compliance Officer currently receives reports from
the Qualified Retirement Plan's Administrator)
EXHIBIT H
CODE OF ETHICS
SUPERVISED PERSONS
ACCESS PERSONS
ACCESS PERSONS -Includes directors, trustees, managers, officers, employees, and
those who obtain (have "access" to) information about Funds' purchase or sale of
Securities and/or portfolio holdings in the course of their normal work.
Everyone who is subject to the Code of Ethics is an Access Person, and every
Access Person is subject to the Code of Ethics.
SUPERVISED PERSONS - Includes directors, officers, trustees, managers, and
employees of the Funds and the Adviser (and as applicable, the Distributor), and
any other person who provides advice on behalf of the Adviser and is subject to
the Adviser's supervision and control.
EXHIBIT I
SAMPLE BROKERAGE ACCOUNT LETTER
(date)
VIA FACSIMILE to 517-987-6543 (if appropriate)
Firm Name
Attn: Compliance Department
Street Address
City, ST 01234
RE: Name of Rep (if appropriate)
Account Number(s) (or SS#): xxxx xxxxx
Dear Sir or Madam:
It has come to our attention that the above-employee of our firm, Jackson
National Asset Management, LLC ("JNAM"), has requested permission to maintain
(or open) certain brokerage account(s) with your firm.
In accordance with JNAM's "Code of Ethics," related to transactions for, or by,
"Access Persons," JNAM has no objection to this individual maintaining brokerage
account(s) with your firm. However, please send a copy of each account's monthly
statements, and confirmations to:
Attn: Chief Compliance Officer
Jackson National Asset Management, LLC
225 West Wacker Drive
Suite 1200
Chicago, IL 60606
If you have any questions, please do not hesitate to contact me at ___________.
Sincerely,
- ---------------------------------
Chief Compliance Officer
cc: (Name of Rep)
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1 For the purpose of the Funds, the term "Shareholder" shall be deemed to
include owners of variable annuity contracts and variable life insurance
policies funded through separate accounts investing in the Funds, and also
includes the participants in the JNL Qualified Plans.
2 "Federal Securities Laws" is generally understood to include the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the
Sarbanes-Oxley Act of 2002, the 1940 Act, the Advisers Act, Title V of the
Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these
statutes, the Bank Secrecy Act as it applies to funds and investment advisers,
and any rules adopted thereunder by the SEC or the Department of the Treasury.
1 If other than a market order, please describe any proposed limits.
2 For purposes of this question, "affiliate" includes: (i) any entity that
directly or indirectly owns, controls, or holds with the power to vote 5% or
more of the outstanding voting Securities of the issuer, and (ii) any entity
under common control with the issuer.
3 A "professional relationship" includes, for example, the provision of legal
counsel or accounting services. A "business relationship" includes, for example,
the provision of consulting services or insurance coverage.
4 Material non-public information is more fully described in JNAM's Insider
Trading Policies and Procedures. 5 Facts that would be responsive to this
question include, for example, the receipt of "special favors" from a stock
promoter, such as participation in a private placement or initial public
offering, as an inducement to purchase other Securities. Another example would
be investment in Securities of a limited partnership that in turned owned
warrants of a company formed for the purpose of effecting a leveraged buyout.
The foregoing are only examples or pertinent facts, and do not limit the types
of facts that may be responsive to this question.
1 The terms "Access Person" and "Security" are defined in the Code of Ethics.
2 This Report shall not be construed as an admission by the person
making such Report that he/she has any direct or indirect beneficial
interest in the security or securities to which the Report relates.
1 The terms "Access Person" and "Security" are defined in the Code of Ethics
2 This Report shall not be construed as an admission by the person
making such Report that he/she has any direct or indirect beneficial
interest in the security or securities to which the Report relates.
1 The terms "Access Person" and "Security" are defined in the Code of Ethics.
2 This Report shall not be construed as an admission by the person
making such Report that he/she has any direct or indirect beneficial
interest in the security or securities to which the Report relates.