GARTMORE MUTUAL FUNDS
&
GARTMORE VARIABLE INSURANCE TRUST
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
(AS AMENDED AND RESTATED AS OF SEPTEMBER 18, 2003)
I. INTRODUCTION
SECTION 406 OF THE SARBANES-OXLEY ACT OF 2002. The Board of Trustees of
each of Gartmore Mutual Funds ("GMF") and Gartmore Variable Insurance Trust
("GVIT") (GMF and GVIT hereinafter referred to collectively as the "Company")
has adopted this code of ethics (this "Code") to comply with Item 2 of Form
N-CSR, [1] which implements Section 406 of the Sarbanes-Oxley Act of 2002 (the
"2002 Act"). Section 406 of the 2002 Act requires disclosure by management
investment companies that are registered with the Securities and Exchange
Commission (the "SEC") under the Investment Company Act of 1940, as amended (the
"1940 Act"), concerning a code of ethics for senior financial officers of these
investment companies.
[1] Item 2 of Form N-CSR requires a registered management investment company to
disclose annually whether, as of the end of the period covered by the
report, that company has adopted a code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer, or controller, or persons performing similar
functions. If the registrant has not adopted such a code of ethics, the
registrant must explain why the registrant has not done so. Under Item 2,
the registrant also must:
COVERED PERSONS UNDER THE CODE. This Code of the Company is applicable to the
Company's chief executive officer (the "CEO") and the Company's senior financial
officers (e.g., the Company's treasurer and assistant treasurers) (said CEO and
senior financial officers hereinafter referred to collectively as the "Covered
Officers"). See Exhibit A to this Code.
This Code is intended to promote:
- honest and ethical conduct, including the ethical handling of
conflicts of interest;
- full, fair, accurate, timely, and understandable disclosure;
(1) file with the Securities and Exchange Commission a copy of the code as an
exhibit to the registrant's annual report; (2) post the text of the code on
the registrant's Internet website and disclose, in the registrant's annual
report, the registrant's Internet address, and the fact that the registrant
has posted the code on the registrant's Internet website; or (3) undertake
in the registrant's most recently filed semi-annual report on Form N-CSR to
provide to any person without charge, upon request, a copy of the code and
explain the manner in which this request may be made. Disclosure also is
required of amendments to, or waivers (including implicit waivers) from, a
provision of the code in the registrant's annual report on Form N-CSR or on
the registrant's website. If the registrant intends to satisfy the
disclosure requirement by posting this information on the registrant's
website, the registrant will be required to disclose the registrant's
Internet address and this intention. Investment companies must make the
disclosure discussed in this footnote regardless of whether these officers
are employed by the registrant or a third party.
- compliance with applicable laws and governmental rules and
regulations;
- the prompt internal reporting to an appropriate person or persons
identified in the Code of violations of the Code; and
- accountability for adherence to the Code.
DESIGNATED PERSONS UNDER THE CODE. As set forth in greater detail below,
the Covered Officers shall report to either: (i) one of the officers of the
Company set forth in Exhibit B (each hereinafter referred to as a "Gartmore
Designated Person"); and/or (ii) a member of the Audit Committee of the Board of
Trustees of the Company (each hereinafter referred to as an "Audit Committee
Designated Person") (the "Gartmore Designated Person" and the "Audit Committee
Designated Person" hereinafter referred to collectively as the "Designated
Persons," and singly as the "Designated Person," as appropriate). See Exhibit B
to this Code.
ROLES AND RESPONSIBILITIES OF THE DESIGNATED PERSONS AND THE INDEPENDENT
TRUSTEES. As discussed in greater detail below, given the seniority of the
Covered Officers:
i. the Gartmore Designated Person shall be responsible for conducting
investigations of prospective and past conduct or activity by Covered
Officers (other than the CEO of the Company) brought to the attention of
the Gartmore Designated Person, and:
a. with respect to such prospective conduct or activity, also shall be
responsible for making a final determination whether or not such
conduct or activity will violate this Code;
b. with respect to such past conduct or activity, also shall be
responsible for making a preliminary determination whether or not such
conduct or activity has violated this Code; and
c. with respect to such prospective and past conduct or activity, also
shall be responsible for making a preliminary determination whether or
not to grant a waiver [2] to the Covered Officer for such conduct or
activity;
[2] Item 2 of Form N-CSR defines "waiver" as "the approval by the
registrant of a material departure from a provision of the code
of ethics" and "implicit waiver," which also must be disclosed in
the Form N-CSR, as "the registrant's failure to take action
within a reasonable period of time regarding a material departure
from a provision of the code of ethics that has been made known
to an executive officer" of the registrant. See also Rule 3b-7
under the Securities Exchange At of 1934, as amended (17 C.F.R.
240.3b-7).
ii. the Gartmore Designated Person promptly shall report to the Trustees of the
Company who are not "interested persons" of the Company, as that term is
defined in Section 2(a)(19) of the 1940 Act (hereinafter, the "Independent
Trustees"):
a. his or her preliminary determination whether or not any such past
conduct or activity has violated this Code and any recommended
sanction, as appropriate; and
b. his or her preliminary determination whether or not any such
prospective or past conduct or activity should be the subject of a
waiver;
iii. the Audit Committee Designated Person shall be responsible for conducting
investigations of prospective and past conduct by the CEO of the Company
brought to the attention of the Audit Committee Designated Person, and:
a. with respect to such prospective conduct or activity, also shall be
responsible for making a final determination whether or not such
conduct or activity will violate this Code;
b. with respect to such past conduct or activity, also shall be
responsible for making a preliminary determination whether or not such
conduct or activity has violated this Code; and
c. with respect to such prospective and past conduct or activity, also
shall be responsible for making a preliminary determination whether or
not to grant a waiver to the CEO for such conduct or activity;
iv. the Audit Committee Designated Person promptly shall report to the
Independent Trustees:
a. his or her preliminary determination whether or not any such past
conduct or activity has violated this Code and any recommended
sanction, as appropriate; and
b. his or her preliminary determination whether or not any such
prospective or past conduct or activity should be the subject of a
waiver;
v. the Independent Trustees shall be solely responsible for promptly
determining whether or not: (a) to accept the preliminary determinations
made by the Designated Person with respect to past conduct or activity of
the Covered Officer (including the CEO of the Company); and (b) to grant
waivers under this Code -- and these determinations of the Independent
Trustees shall be final;
vi. the Independent Trustees further shall be solely responsible for:
a. taking all necessary and appropriate disciplinary or preventive
action(s) (necessary and appropriate disciplinary or preventive
action(s) may include a letter of censure, suspension, dismissal, or,
in the event of criminal or other serious violations of law,
notification to the SEC and/or appropriate law enforcement
authorities) in regard to any existing, actual, or potential violation
of this Code by any Covered Officer (including the CEO of the
Company); and
b. assuring that any changes to or waivers (or implicit waivers) of this
Code, to the extent required, shall be disclosed on Form N-CSR, as
provided by SEC rules; and
vii. all determinations, both preliminary and final, made by the Designated
Persons and Independent Trustees shall be in writing.
NOT A 1940 ACT RULE 17J-1 CODE OF ETHICS. This Code is not adopted
under, nor intended to serve as a basis for complying with the requirements of,
Rule 17j-1 under the 1940 Act.
II. COVERED OFFICERS SHOULD ACT HONESTLY AND CANDIDLY
Each Covered Officer owes a duty to the Company to act with integrity.
Integrity requires, among other things, being honest and candid. Deceit and
subordination of principle are inconsistent with integrity.
Each Covered Officer must:
- act with integrity, including being honest and candid while still
maintaining the confidentiality of information where required by law
or the Company's policies;
- observe the letter of the laws and governmental rules and regulations,
accounting standards, and Company policies;
- adhere to a high standard of business ethics; and
- place the interests of the Company before the Covered Officer's own
personal interests.
All activities of Covered Officers should be guided by and adhere to these
standards.
III. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
OF INTEREST
GENERAL PRINCIPLE. The 1940 Act is designed, in part, to address inherent
conflicts of interest that exist in the management of an investment company's
assets by a third party (i.e., the investment company's investment adviser).
Similarly, the Investment Advisers Act of 1940, as amended (the "Advisers Act"),
addresses conflicts of interest faced by an investment adviser in the management
of client assets. The principles set forth in this section relating to
conflicts of interest reflect the fact that investment companies and investment
advisers thereof already are subject to prohibitions on certain activities,
including self-dealing, and substantial limitations regarding conflicts of
interest by the 1940 Act and the Advisers Act and the SEC rules promulgated
thereunder. In light of the existing structural, statutory, and regulatory
environment for registered investment companies, a code of ethics broader than
necessary to meet the new 2002 Act code of ethics requirement may be
unnecessary. This Code, however, is intended to require the Covered Officers to
adhere to the general principle of the Company's advisers that those persons
responsible for managing other people's money should be held to the highest
standards of integrity.
GUIDING PRINCIPLES. A "conflict of interest" occurs when an
individual's private interest interferes with the interests of the Company and
the shareholders of the Company. A conflict of interest can arise when a
Covered Officer has interests that may make it difficult to perform that Covered
Officer's Company work objectively. For example, a conflict of interest would
arise if a Covered Officer, or a member of the Covered Officer's family,
receives improper personal benefits as a result of the Covered Officer's
position in the Company. In addition, investment companies also should be
sensitive to situations that create apparent, not actual, conflicts of interest.
Service to the Company should never be subordinated to personal gain and
advantage.
Certain conflicts of interest covered by this Code arise out of the
relationships between Covered Officers and the Company that already are subject
to conflict of interest provisions in the 1940 Act and the Advisers Act. For
example, Covered Officers may not individually engage in certain transactions
(such as the purchase or sale of securities or other property) with the Company
because of the status of Covered Officers as "affiliated persons" of the
Company, as that term is defined at Section 2(a)(3) of the 1940 Act.
Accordingly, as to the existing statutory and regulatory prohibitions on
individual behavior, these prohibitions shall be deemed to be incorporated in
this Code and, therefore, any violation of these prohibitions also shall be
deemed to be a violation of the Code. Covered Officers, in all cases, must
comply with applicable statutes and regulations.
As to conflicts arising from, or as a result of the contractual
relationship between, the Company and the investment adviser(s) of which the
Covered Officers also are officers or employees, it is recognized by the Board
of Trustees of the Company that, subject to each investment adviser's fiduciary
duties to the Company, the Covered Officers, in the normal course of their
duties (whether formally for the Company or for the adviser, or for both), shall
be involved in establishing policies and implementing decisions which will have
different effects on the investment adviser and the Company. The Board of
Trustees of the Company recognizes that the participation of the Covered
Officers in these activities is inherent in the contractual relationship between
the Company and the investment adviser and is consistent with the expectation of
the Board of Trustees of the Company of the performance by the Covered Officers
of their duties as officers of the Company. In addition, it is recognized by the
Board of Trustees of the Company that the Covered Officers also may be officers
or employees of other investment companies advised by the same adviser and,
accordingly, the principles of this paragraph shall further apply to the Covered
Officers acting in these capacities as well.
RESPONSIBILITIES OF COVERED OFFICERS: In accordance with these principles,
each Covered Officer must:
- avoid conflicts of interest wherever possible;
- handle any actual or apparent conflict of interest ethically;
- not use the Covered Officer's personal influence or personal
relationships to influence investment decisions or financial reporting
by an investment company whereby the Covered Officer would benefit
personally to the detriment of the investment company;
- not cause an investment company to take action, or fail to take
action, for the personal benefit of the Covered Officer rather than
for the benefit of said company;
- not use knowledge of portfolio transactions made or contemplated for
an investment company to profit or cause others to profit, by the
market effect of these transactions;
- as described in more detail below, discuss with a Gartmore Designated
Person any material transaction or relationship that could reasonably
be expected to give rise to a conflict of interest; provided, however,
that the CEO of the Company must discuss with an Audit Committee
Designated Person any material transaction or relationship that could
reasonably be expected to give rise to a conflict of interest; and
- report at least annually to the Company on the Company's "Trustees &
Officers Questionnaire" any and all material transactions,
affiliations, or relationships that could reasonably be expected to
give rise to, or be related to, a conflict of interest.
CONFLICT OF INTEREST SITUATIONS: Certain conflict of interest situations
that always should be discussed by a Covered Officer with the appropriate
Designated Person include the following:
- any outside business activity that detracts from an individual's
ability to devote appropriate time and attention to his or her
responsibilities with the Company;
- service as a director on the board of any public or private company;
- the receipt of any non-nominal or non de minimis gifts (i.e., gifts in
excess of $500.00) from any company with which the Company has current
or prospective business dealings;
- the receipt of any entertainment from any company with which the
Company has current or prospective business dealings, unless said
entertainment is business related, reasonable in cost, appropriate as
to time and place, and not so frequent as to raise any question of
impropriety;
- being in the position of supervising, reviewing, or having any
influence on the job evaluation, pay, or benefit of any immediate
family member;
- any ownership interest in, or any consulting or employment
relationship with, any of the Company's service providers, other than
the Company's investment adviser or any of the Company's other
affiliates; and
- a direct or indirect financial interest in commissions, transaction
charges, or spreads paid by the Company for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Covered Officer's employment, such as compensation or
equity ownership.
In addition, any activity or relationship that would present a conflict of
interest for a Covered Officer also likely would present a conflict for the
Covered Officer if a member of the Covered Officer's family engages in such an
activity or has such a relationship.
IV. DISCLOSURE
Each Covered Officer is required to be familiar, and to comply, with the
Company's disclosure controls and procedures in connection with the 2002 Act so
that the Company's subject reports and documents filed with the SEC comply in
all material respects with the applicable federal securities laws and SEC rules.
In addition, each Covered Officer that has direct or supervisory authority
regarding these SEC filings or the Company's other public communications, also
should consult, to the extent appropriate within the Covered Officer's area of
responsibility, with other Company officers and employees and take other
appropriate steps regarding these disclosures with the goal of making full,
fair, accurate, timely, and understandable disclosure.
Accordingly, each Covered Officer must:
- familiarize himself or herself with the disclosure requirements
applicable to the Company as well as with the business and financial
operations of the Company; and
- not knowingly misrepresent, or cause others to misrepresent, facts
about the Company to others, whether within or outside the Company,
including, among others, the Company's internal auditors, independent
directors, independent auditors, and governmental regulators and
self-regulatory organizations.
V. COMPLIANCE
It is the Company's policy to comply with all applicable laws and
governmental rules and regulations. It is the personal responsibility of each
Covered Officer to adhere to the standards and restrictions imposed by these
laws, rules, and regulations, including, among others, those laws, rules, and
regulations relating to affiliated transactions, accounting, and auditing
matters.
VI. ACCOUNTABILITY, REPORTING, AND ENFORCEMENT RESPONSIBILITIES UNDER THE
CODE
RESPONSIBILITIES OF THE COVERED OFFICERS: Each Covered Officer must:
- upon receipt of the Code, sign and submit to the appropriate
Designated Person an acknowledgment stating that the Covered Officer
has received, has read, and understands the Code (see Exhibit C to
this Code);
- annually thereafter, submit a form to the appropriate Designated
Person confirming that the Covered Officer has received, has read, and
understands the Code and has complied with the requirements of the
Code (see Exhibit D to this Code);
- not retaliate against any employee, Designated Person, or Covered
Officer for reports of potential violations that are made in good
faith; and
- notify the appropriate Designated Person promptly if the Covered
Officer becomes aware of any existing or potential violation of this
Code (failure to notify the appropriate Designated Person under these
circumstances is itself a violation of this Code).
GENERAL RESPONSIBILITIES OF THE DESIGNATED PERSONS: Except as otherwise
described herein, the Designated Person: (i) shall be responsible for applying
this Code to specific situations in which questions are presented to the
Designated Person; and (ii) has the authority to interpret this Code in any
particular situation. The Designated Person shall take all actions that the
Designated Person considers necessary and appropriate to investigate any
existing, actual, or potential violations reported to the Designated Person.
SPECIFIC ACCOUNTABILITY & REPORTING RESPONSIBILITIES: The Gartmore
Designated Person and the Audit Committee Designated Person shall report, in
writing, quarterly to the Independent Trustees all determinations, both
preliminary and final, if any, made during the previous quarter.
The Independent Trustees shall report, in writing, quarterly to the full
Board of Trustees all actions taken under this Code with respect to the previous
quarter:
a. by the Gartmore Designated Person with respect to prospective conduct
or activity of the Covered Officer (other than the CEO of the Company)
and by the Audit Committee Designated Person with respect to
prospective conduct or activity of the CEO; and
b. by the Independent Trustees with respect to all other matters under
this Code.
AUTHORIZED CONSULTING PERSONS: In addition, the Designated Person, as
appropriate, also is authorized to consult with the following other persons
(hereinafter referred to collectively, with the Audit Committee of the Board of
Trustees of the Company, as the "Authorized Consulting Persons"), and is
encouraged to do so: (i) any Audit Committee Designated Person; (ii) the
chairperson of the Nominating and Board Governance Committee of the Board of
Trustees of the Company; (iii) the Independent Trustees of the Company; (iv) the
"Lead" Independent Trustee of the Company; (v) the Board of Trustees of the
Company; (vi) counsel to the Company; and/or (vii) counsel to the Independent
Trustees.
VII. OTHER POLICIES AND PROCEDURES
As noted above, this Code is not adopted under, nor intended to serve as a
basis for complying with the requirements of, Rule 17j-1 under the 1940 Act (in
regard to the reporting, disclosure, and preclearance of personal securities
transactions and personal securities holdings, and to other related matters
covered by Rule 17j-1 under the 1940 Act).
The code of ethics of the Company and the code of ethics of the Company's
investment advisers, each pursuant to Rule 17j-1 under the 1940 Act, and each as
amended and reapproved from time to time, each sets forth more detailed policies
and procedures that are separate requirements which apply to the Covered
Officers and other persons, and are not part of this Code.
VIII. AMENDMENTS
This Code may not be amended except in written form, which amendments must
be specifically approved by a majority vote of the Company's Board of Trustees,
including a majority of the Independent Trustees of the Company's Board of
Trustees.
IX. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code shall
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, these matters shall not be
disclosed to anyone other than Designated Persons and Authorized Consulting
Persons.
X. INTERNAL USE
This Code is intended solely for the internal use by the Company and does
not constitute an admission, by or on behalf of the Company, as to any fact,
circumstance, or legal conclusion.
XI. APPROVAL HISTORY
This Code implements Section 406 of the Sarbanes-Oxley Act of 2002, and has
been:
NOMINATING AND BOARD GOVERNANCE COMMITTEES:
Initially approved and adopted by the Nominating and Board Governance
Committees of the Boards of Trustees of the Gartmore Mutual Funds and
Gartmore Variable Insurance Trust:
June 4, 2003
Subsequently amended and restated by the Nominating and Board Governance
Committees of the Boards of Trustees of the Gartmore Mutual Funds and
Gartmore Variable Insurance Trust:
August 19, 2003
AUDIT COMMITTEES:
Initially approved, ratified, and adopted by the Audit Committees of the
Boards of Trustees of the Gartmore Mutual Funds and Gartmore Variable
Insurance Trust:
September 17, 2003
BOARDS OF TRUSTEES:
Initially approved and adopted by the Boards of Trustees of the Gartmore
Mutual Funds and Gartmore Variable Insurance Trust:
June 5, 2003
Subsequently amended and restated by the Boards of Trustees of the Gartmore
Mutual Funds and Gartmore Variable Insurance Trust:
September 18, 2003
EXHIBIT A:
"COVERED OFFICERS" UNDER THIS CODE OF ETHICS
(as of June 5, 2003)
Paul J. Hondros President & Chief Executive Officer, GMF and GVIT
Gerald J. Holland Treasurer & Chief Financial Officer, GMF and GVIT
William Baltrus Assistant Treasurer, GMF and GVIT
Joseph Finelli Assistant Treasurer, GMF and GVIT
Bryan C. Haft Assistant Treasurer, GMF and GVIT
Michael Leonard Assistant Treasurer, GMF and GVIT
Brian J. O'Neill Assistant Treasurer, GMF and GVIT
Mary Lou Vitale Assistant Treasurer, GMF and GVIT
EXHIBIT B:
"DESIGNATED PERSONS" UNDER THIS CODE OF ETHICS [1]
(as of June 5, 2003)
"GARTMORE DESIGNATED PERSON"
Each of:
Eric E. Miller Secretary, GMF and GVIT
(Mr. Miller currently also serves as a Senior Vice President and the Chief
Counsel for Gartmore Global Investments)
Michael Krulikowski Assistant Secretary, GMF and GVIT
(Mr. Krulikowski currently also serves as a Vice President and the Chief
Compliance Officer for Gartmore Global Investments)
"AUDIT COMMITTEE DESIGNATED PERSON"
Each member of the Audit Committee
of the Board of Trustees of GMF and GVIT
shall be deemed to be an
"Audit Committee Designated Person."
[1] The Securities and Exchange Commission has indicated that any Designated
Person of the Company "should have sufficient status within the company to
engender respect for the code and the authority to adequately deal with the
persons subject to the code regardless of their stature in the company."
EXHIBIT C:
INITIAL CERTIFICATION
GARTMORE MUTUAL FUNDS AND
GARTMORE VARIABLE INSURANCE TRUST
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
To: Eric E. Miller, Secretary, GMF and GVIT
Michael Krulikowski, Assistant Secretary, GMF and GVIT
1. I hereby acknowledge receipt of the Gartmore Mutual Fund and Gartmore
Variable Insurance Trust Code of Ethics for Senior Financial Officers (the
"Code").
2. I have read and understand the Code, and I recognize that I am subject
thereto in the capacity of a "Covered Officer."
3. I shall comply with the requirements of the Code, and shall disclose/report
all violations or potential violations of the Code as required thereunder.
4. As of the date indicated below, I am not aware of any violations or
potential violations of the Code.
Signature: _________________
Name: _________________
Title: _________________
Date Report Submitted: _________________
EXHIBIT D:
ANNUAL CERTIFICATION
GARTMORE MUTUAL FUNDS AND
GARTMORE VARIABLE INSURANCE TRUST
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
To: Eric E. Miller, Secretary, GMF and GVIT
Michael Krulikowski, Assistant Secretary, GMF and GVIT
1. I have read and understand the Gartmore Mutual Fund and Gartmore Variable
Insurance Trust Code of Ethics for Senior Financial Officers (the "Code"),
and I recognize that I am subject thereto in the capacity of a "Covered
Officer".
2. I hereby certify that, during the year ended December 31, 200_, I have
complied with the requirements of the Code and have reported all violations
or potential violations required to be reported pursuant to the Code.
Signature: _________________
Name: _________________
Title: _________________
Date Report Submitted: _________________