CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR
FINANCIAL OFFICERS OF THE GUARDIAN-SPONSORED MUTUAL FUNDS
Adopted November 13, 2003
I. Covered Officers/Purpose of the Code
This code of ethics ("Code") for the Guardian-Sponsored Mutual Funds (each, a
"Fund," and collectively, the "Funds") applies to the Funds' Principal Executive
Officer, Principal Financial Officer and Controller (each, a "Covered Officer")
set forth on Exhibit A. The purpose of the Code is to promote:
- honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
- full, fair, accurate, timely and understandable disclosure in
reports and documents that a registrant files with, or submits to,
the Securities and Exchange Commission ("SEC") and in other public
communications made by the Funds;
- compliance with applicable laws and governmental rules and
regulations;
- the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
- accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to apparent as well as
actual conflicts of interest.
II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of
Interest
Overview. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his or her service to, the Funds.
For example, a conflict of interest would arise if a Covered Officer, or a
member of his or her family, receives improper personal benefits as a result of
his or her position with the Funds. Certain conflicts of interest arise out of
the relationships between Covered Officers and the Funds and already are subject
to conflict of interest provisions in the Investment Company Act of 1940
("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment
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 Funds because of their status as "affiliated persons" of the
Funds.
The Funds' and the investment adviser's compliance programs and procedures are
designed to prevent, or identify and correct, violations of the securities laws,
including the Investment Company Act and the Investment Advisers Act. This Code
does not, and is not intended to, repeat or replace those programs and
procedures. Although typically not presenting an opportunity for improper
personal benefit, conflicts of interest usually arise from, or as a result of,
the contractual relationship between the Funds and the investment adviser of
which the Covered Officers are also officers or employees. As a result, this
Code recognizes that the Covered Officers will, in the normal course of their
duties (whether formally for the Funds or for the adviser, or for both), be
involved in establishing policies and implementing decisions that will have
different effects on the adviser and the Funds. The participation of the Covered
Officers in such activities is inherent in the contractual relationship between
the Funds and the adviser and is consistent with the performance by the Covered
Officers of their duties as officers of the Funds. Thus, if performed in
conformity with the provisions of the Investment Company Act and the Investment
Advisers Act, such activities will be deemed to have been handled ethically. In
addition, it is recognized by the Funds' Board of Directors/Trustees ("Board")
that the Covered Officers may also be officers or employees of one or more other
investment companies covered by this or other codes.
Other conflicts of interest are covered by the Code, even if such conflicts of
interest are not subject to provisions in the Investment Company Act and the
Investment Advisers Act. The following list provides some examples of conflicts
of interest under the Code. Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the Funds. Each Covered Officer must not:
- use his or her personal influence or personal relationships
improperly to influence investment decisions or financial reporting
by the Funds whereby the Covered Officer would benefit personally to
the detriment of the Funds;
- cause the Funds to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit of the Funds; or
- use material non-public knowledge of portfolio transactions made or
contemplated for the Funds to trade personally or cause others to
trade personally in contemplation of the market effect of such
transactions;
There are some conflict of interest situations that should be discussed with the
senior legal officer of the Funds (the "Chief Legal Officer"). Examples of these
include:
- service as a director on the board of any company;
- the receipt of any gifts in excess of $100;
- the receipt of any entertainment from any company with which the
Funds have current or prospective business dealings unless such
entertainment is business-related, or is reasonable in cost,
appropriate as to time and place, and not so frequent as to raise
any question of impropriety;
- any ownership interest in, or any consulting or employment
relationship with, any of the Funds' service providers, other than
its investment adviser, principal underwriter, administrator or any
affiliated person thereof; and
- a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Funds 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.
III. Disclosure and Compliance
Each Covered Officer should:
- be familiar with the disclosure requirements generally applicable to
the Funds and, to the extent appropriate within his or her area of
responsibility, consult with other officers and employees of the
Funds and the adviser with the goal of promoting full, fair,
accurate, timely and understandable disclosure in the reports and
documents the Funds file with, or submit to, the SEC and in other
public communications made by the Funds;
- not knowingly misrepresent, or cause others to misrepresent, facts
about the Funds to others, whether within or outside the Funds,
including to the Funds' directors and auditors, and to governmental
regulators and self-regulatory organizations; and
- promote compliance with the standards and restrictions imposed by
applicable laws, rules and regulations.
IV. Reporting and Accountability
Each Covered Officer must:
- upon adoption of the Code (or thereafter as applicable, upon
becoming a Covered Officer), affirm in writing to the Board that he
or she has received, read, and understands the Code and will comply
with it;
- annually thereafter affirm to the Board that he or she has complied
with the requirements of the Code;
- report at least annually to the Board any direct or indirect
interest arising out of any transaction, contract, arrangement or
understanding between the Covered Officer or any of his or her
immediate family members and: a Fund, Guardian Investor Services
LLC, Guardian Baillie Gifford Limited, UBS Global Asset Management -
Americas, any of their officers or affiliates, or any person
controlling, controlled by or under common control of any of the
above entities, the value of which exceeds $60,000;
- notify the Chief Legal Officer promptly if he or she knows of any
violation of this Code. Failure to do so is itself a violation of
this Code; and
- not retaliate against any other Covered Officer or any employee of
the Funds or their affiliated persons for reports of potential
violations that are made in good faith.
The Chief Legal Officer is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in a particular situation. However, any approvals or waivers
sought by a Covered Officer must be considered by the Nominating and Governance
Committee of the Board (the "Committee"), which will, in its discretion, make a
recommendation to the Board.
The Funds will follow these procedures in investigating and enforcing this Code:
- the Chief Legal Officer will take all appropriate actions to
investigate any reported potential violations;
- if, after such investigation, the Chief Legal Officer believes that
no violation has occurred, no further action is required to be
taken;
- any matter that the Chief Legal Officer believes is a violation will
be reported to the Committee;
- if the Committee concurs that a violation has occurred, it will
inform and make a recommendation to the Board, which will consider
appropriate action, which may include review of, and appropriate
modifications to, applicable policies and procedures; notification
to appropriate personnel of the investment adviser or its board; or
a recommendation to dismiss the Covered Officer;
- the Board will be responsible for granting waivers, as appropriate;
and
- any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules.
V. Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Funds for purposes of
Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to
registered investment companies thereunder. Insofar as other policies or
procedures of the Funds, the Funds' adviser, principal underwriter, or other
service providers govern or purport to govern the behavior or activities of the
Covered Officers who are subject to this Code, they are superseded by this Code
to the extent that they overlap or conflict with the provisions of this Code.
The Funds' and their investment adviser's, sub-advisers' and principal
underwriter's codes of ethics under Rule 17j-1 under the Investment Company Act,
and the more detailed policies and procedures of those codes, are separate
requirements applying to the Covered Officers and others, and are not part of
this Code.
VI. Amendments
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Board.
VII. Confidentiality
All reports and records prepared or maintained pursuant to this Code will be
considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the Chief Legal Officer, the Board and counsel to
the independent Directors/Trustees of the Funds.
VIII. Internal Use
The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of any Funds, as to any fact,
circumstance, or legal conclusion.
EXHIBIT A
Thomas G. Sorell Principal Executive Officer
Frank L. Pepe Principal Financial Officer
Nydia Morrison Controller