Exhibit 14.1
CODE OF ETHICS
SSR REALTY ADVISORS, INC.
JANUARY 1, 2000
SSR REALTY ADVISORS, INC.
CODE OF ETHICS
A. INTRODUCTION
This Code of Ethics for employees of SSR Realty Advisors, Inc. ("SSR") is
intended to supplement the Policy Guide for Business Conduct of the
Metropolitan Life Insurance Company and Subsidiaries ("Policy Guide").
This Code of Ethics has been established to comply with the federal
securities laws requirements and conform to the advisory business of SSR.
It has been made available to all employees of SSR with written
acknowledgment, in the Form of Appendix A, required from all directors,
officers, Managing Directors and other employees and independent
contractors of SSR who establish policy for SSR or pursuant to whose
advice SSR is guided in particular areas of operation or who have
otherwise been identified by the SSR General Counsel as being subject to
this acknowledgment requirement. (Such individuals are hereinafter
referred to as "Advisory Representatives".) (All SSR employees in salary
grade 6 and above are deemed to be Advisory Representatives.)
This Code of Ethics is not intended to set forth all of the legal and
business requirements to which SSR and its employees may be subject. It is
instead intended to set forth a basic framework of conduct that employees
can follow in order for employees and SSR to adhere to the highest
principles of fairness, honesty and integrity in carrying out their
responsibilities to clients. In the event that there is any question
concerning the requirements of the Policy Guide, the Code of Ethics or the
appropriate level of conduct outlined herein, employees should contact the
SSR General Counsel at (415) 678-2135.
This Code of Ethics is divided into four parts: (1) Introduction; (2)
Basic Standards of Conduct; (3) Policies on Insider Trading; and (4)
Compliance Requirements of SSR.
Capitalized terms used herein, but not defined, take on the meaning set
forth in the Glossary attached hereto as Appendix B.
B. BASIC STANDARDS OF CONDUCT
Central to this Code of Ethics is the concept that SSR and its Advisory
Representatives owe fiduciary duties to SSR's clients. As fiduciaries,
Advisory Representatives must conduct themselves with honesty and
integrity, bearing in mind that their conduct reflects on the reputation
of SSR. Therefore, Advisory Representatives must refrain from any activity
that puts their interests ahead of the interests of SSR's clients. Failure
to abide by applicable law, this Code of Ethics and the Policy Guide can
lead to disciplinary action, including
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termination of employment and, if serious enough, damages in civil
lawsuits or fines and imprisonment in criminal actions.
1. Persons Subject to Code of Ethics. The principles expressed in this
Code of Ethics are specifically directed to all Advisory
Representatives. SSR employees and independent contractors who are
not Advisory Representatives also must abide by the conduct
obligations prescribed by this Code of Ethics to the extent relevant
to their activities.
Further, the principles of this Code of Ethics apply with equal
force to Immediate Family Members of Advisory Representatives,
regardless of their places of residence, and any other persons,
whether or not related, sharing a household with an Advisory
Representative.
2. Standards of Conduct. The following are standards of conduct for
Advisory Representatives:
- Information obtained in the course of an Advisory
Representative's activities for SSR, which is not otherwise
generally available to the public, is proprietary and strictly
confidential. In particular, no Advisory Representative shall
(1) misuse Material, Non-Public Information; (2) employ any
device, scheme or artifice to defraud clients of SSR; (3) make
any untrue statement of a material fact to clients or
potential clients of SSR or omit to state to such clients or
potential clients a material fact necessary in order to make
the statements made in light of the circumstances under which
they are made, not misleading; (4) engage in any act,
practice, or course of business which operates or would
operate as a fraud or deceit upon the clients or potential
clients of SSR; or (5) engage in any manipulative practice
with respect to the clients or potential clients of SSR. (See
also Discussion in Section C, "Policies on Insider Trading".)
- Advisory Representatives may not use, for outside personal
gain, any information obtained from their position with SSR.
- An Advisory Representative, who knows or has reason to know
that SSR or an affiliate is purchasing or selling a real
estate security or a real estate investment, or actively
negotiating a transaction involving a real estate security or
other real estate investment, must comply with the
requirements and policies set forth in Section C below
relating to transactions in such investments.
- Advisory Representatives must follow procedures to adhere to
the reporting requirements, as described in Section C below,
and to assist SSR to ensure that
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appropriate records are maintained concerning their
activities. Under no circumstances may any records be
falsified.
- No Advisory Representative may knowingly sell for his or her
own account any real estate security or real estate investment
to a client of SSR or knowingly purchase any real estate
security or real estate investment from a client of SSR
without first obtaining the written approval of the SSR
General Counsel and the informed, written consent of the
client.
- No Advisory Representative may act as securities broker for
compensation in connection with the purchase or sale of a real
estate security from or to a client without first obtaining
the written approval of the SSR General Counsel and the
informed, written consent of the client. In no event, however,
may an Advisory Representative act as broker in such a
transaction if the Advisory Representative recommended the
real estate security to both the buyer and the seller without
first obtaining the written approval of the SSR General
Counsel and the informed, written consent of both the buyer
and seller.
If you have any questions about the standards of conduct listed above, you
should contact the SSR General Counsel.
C. POLICIES ON INSIDER TRADING
As noted above, Advisory Representatives, their Immediate Family Members
and any other person sharing a household with an Advisory Representative
(whether related or not) are prohibited from misusing Material, Non-Public
Information. In general, such misuse includes, but is not limited to, (1)
purchasing or selling a security using Material, Non-Public Information;
(2) trading in a security for the Advisory Representative's own account,
directly or indirectly, when the representative knows or has reason to
know that SSR or one of its affiliates is purchasing or selling a security
of or otherwise negotiating a transaction with the issuer of such
security, unless prior written approval to trade in the security has been
obtained from the SSR General Counsel or 15 days have elapsed since the
date SSR or one of its affiliates has completed its transaction in the
security with the issuer or otherwise terminated negotiations of the
transaction; or (3) disclosing to any person (other than those on a "need
to know" basis) Material, Non-Public Information.
Advisory Representatives should become familiar with the definitions of
"Material Information" and "Non-public Information" contained in the
Glossary attached hereto as Appendix B.
Because SSR gives advice with respect to direct real estate investments
and not traditional stocks and bonds, the examples of misuse of Material,
Non-Public Information noted above
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would not generally be relevant to the reporting requirements involving
SSR's business. Indeed, the staff of the Securities and Exchange
Commission ("SEC") has provided relief from the broad recordkeeping
obligations under the Investment Advisers Act of 1940, as amended
("Advisers Act"), for registered investment advisers and their personnel
that advise clients on direct real estate investments. The policies
outlined below are tailored to the relief set forth in Westmark Real
Estate Investment Services, SEC No-Action Letter (pub. avail. July 31,
1989) ("Westmark").
The federal securities laws require SSR to establish, maintain, and
enforce written policies and procedures reasonably designed to prevent the
misuse of Material, Non-Public Information in contravention of the federal
securities laws. Set forth below are reporting procedures which will
assist SSR in complying with this legal obligation.
1. Reporting Requirements. The following, because of their duties
for SSR and their access to sensitive information, are subject
to the reporting requirements below: officers, assistant
officers, directors, Executive Committee members (and the
employees reporting directly to such members (excluding clerical
and ministerial employees)), Managing Directors, Chief Operating
Officer of Property Management, research and due diligence
Analysts, Acquisition Directors, and Portfolio Managers of SSR
and independent contractors serving like functions or any other
persons otherwise identified by the SSR General Counsel as being
subject to such reporting requirements. For purposes of this
Section C, the foregoing persons subject to the reporting
obligations herein are referred to as "Reporting
Representatives". (Employees in salary grade 9 and above are
deemed to be Reporting Representatives.) The reports set forth
below are in addition to the Business Conduct Certificate that
is required by the Policy Guide.
- Consistent with Westmark, Reporting Representatives are
required to file reports if a Reporting Representative is
engaged in a transaction in any real estate securities,
including without limitation REITs and real estate operating
companies, or other direct real estate-related investments of
the type as to which SSR renders advice (collectively, "Real
Estate Investments"). Real Estate Investments shall not
include investments in mutual funds or 401(k) plans.
- Reporting Representatives must report holdings in real estate
securities and other real estate investments (excluding
primary residences and vacation homes), as well as such
holdings of Immediate Family Members sharing a household with
the Reporting Representative, at the later of the time the
Reporting Representative commences employment with SSR or
within 30 days of the implementation of the Code of Ethics in
order to determine if any such holdings are Real Estate
Investments and are subject to the periodic reporting
requirements herein.
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- Reporting Representatives must file quarterly reports with the
SSR General Counsel no later than 15 calendar days after each
calendar quarter in accordance with the method of reporting
identified in Section 2 below. These reports must identify the
Real Estate Investments of the Reporting Representative and
the Immediate Family Members sharing a household with the
Reporting Representative.
- Section Reporting Representatives must provide the SSR General
Counsel copies of all records showing the status of any
account relating to Real Estate Investments, including, but
not limited to, confirmations and securities brokerage account
statements, as well as such records of Immediate Family
Members sharing a household with the Reporting Representative,
that identify account activity involving Real Estate
Investments, and include them with each quarterly report.
If you have any questions about the reporting requirements listed
above, you should contact the SSR General Counsel.
2. Method of Reporting.
2.1 Initial Reporting of Securities Holdings. The reports, which
are required at the later of the commencement of employment
with SSR or within 30 days of the implementation of this Code
of Ethics, should be on the Form attached hereto as Appendix
C.
2.2 Quarterly Reports. Quarterly reports of account activity
involving Real Estate Investments must be prepared and filed
with the SSR General Counsel no later than 15 calendar days
after the end of each calendar quarter. Each report must be in
the form of Appendix D and contain the following information:
(a) the date of the Real Estate Investment
transaction and, if real estate securities, the title
and the number of shares (or the principal amount) of
each real estate security purchased or sold;
(b) the nature of the transaction (e.g.,
purchase or sale);
(c) the price at which the transaction was
effected; and
(d) the name of the broker, dealer or bank
with or through whom the transaction was effected.
If no account activity has occurred in a Real Estate
Investment for the period, the report shall so indicate.
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2.3 Reports of Violations. In addition to the quarterly reports
required under this Section 2, Reporting Representatives shall
promptly report any transaction which is, or might appear to
be, in violation of this Code of Ethics.
3. Protecting Material, Non-Public Information. All Advisory
Representatives shall use due care to ensure that Material,
Non-Public Information remains secure at all times and shall not
divulge to any person any Material, Non-Public Information, except
those on a "need to know" basis. Files containing Material,
Non-Public Information should be filed in a secure area, and access
to computer files containing Material, Non-Public Information should
be restricted. Evidence of any tampering with the security of
Material, Non-Public Information should be reported immediately to
the SSR General Counsel.
4. Penalties or Violations of the Federal Securities Laws. Under the
various federal securities statutes, penalties that may be imposed
for Insider Trading or other antifraud violations include civil
liability for damages (treble damages could be imposed in certain
cases), criminal penalties, disgorgement of profits, temporary
suspension or permanent prohibition from engaging in various aspects
of the securities or investment advisory businesses.
D. COMPLIANCE REQUIREMENTS OF SSR
1. Reporting Obligations of Federally-Registered Investment Advisers.
SSR is registered with the SEC as an investment adviser. Its basis
for registering with the SEC is as a pension consultant, as defined
by Rule 203A-2(b) under the Advisers Act. As a result, SSR is not
registered, nor required to be registered, with any state.
As a registered investment adviser, SSR is subject to the following
reporting obligations:
1.1 Form ADV. Upon its initial registration and periodically
thereafter, SSR is obligated to report specified information
on Form ADV, the disclosure document for SEC-registered
investment advisers. Each year SSR is required to review its
Form ADV to ensure that all information disclosed is accurate.
At a minimum, it must file in triplicate with the SEC by March
31 of each year (1) an originally-signed and notarized
execution page, (2) a Schedule I, setting forth the basis on
which SSR is eligible for SEC registration, and (3) an audited
balance sheet attached to Schedule G to the extent that SSR
has custody of client funds or securities or charges advance
fees in an amount greater than $500 during the reporting
period.
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SSR also must file amendments to its Form ADV if events cause
any information in Items 1, 2, 3, 4, 5, 8, 11, 13, or 14 of
Part I to become inaccurate or if events cause any information
in Items 9 or 10 of Part I, all of Part II (except Item 14) or
all of Schedule H to become inaccurate in any material manner.
SSR must promptly file such amendments by signing and
notarizing three execution pages and attaching the amended
items. Any other changes to the Form ADV are filed with SSR's
annual filing.
1.2 Form ADV-E. For so long as SSR maintains custody of client
funds or securities, it must submit to a surprise audit by an
independent public accountant and cause the accountant to file
a Form ADV-E on its behalf.
For purposes of the foregoing, SSR has "custody" of client
funds or securities if it directly or indirectly holds client
funds or securities, has authority to obtain possession of
them, or has the ability to appropriate them. A general power
of attorney over a client's account or the ability to write
checks from a client account are examples of an adviser's
custody over client funds or securities. SSR generally will be
deemed to have custody over client funds or securities if one
of its affiliates exercises such custody.
It is SSR's policy to have the audit completed no later than
the third quarter of each year that an audit is required. If
the accounting firm has not filed the Form ADV-E and any
required attachments, including the accounting firm's report,
within 60 days of the completion of the surprise audit, SSR
will file the Form ADV-E and any accompanying attachments on
behalf of the accounting firm. The filing procedures set forth
in Section 3.5 herein shall govern the method of filing.
1.3 State Notice Filings. SSR must annually file with the
California Department of Corporations (Securities Regulation
Division, 980 Ninth Street, Suite 500, Sacramento, CA
95814-2725) a copy of SSR's annual Form ADV filing with the
SEC. Currently, fees in connection with annual filings have
been suspended until June 30, 2000 or legislation is enacted
to reinstate annual notice filing fees.
2. Client Communications
2.1 General. SSR and its Advisory Representatives are prohibited
from making any untrue statement of material fact or omitting
to state a material fact necessary in order to make the
statements made, in light of the circumstances under which
they were made, not misleading. This general prohibition
applies to any oral or written communications with clients or
potential clients.
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2.2 Advertising. Currently, SSR engages in little or no securities
advertising. To the extent that any of its communications
about real estate could contain securities information or
advertising, the following restrictions must be observed:
- SSR may not advertise any testimonials regarding SSR or
SSR's securities advice.
- SSR is prohibited from advertising past specific
securities recommendations that were profitable to
clients unless the Advertisement contains all
recommendations made by SSR within the immediately
preceding one-year period or a list of such
recommendations is offered. If such a list is provided
to clients or prospective clients, the following legend
must appear on the first page: "It should not be assumed
that recommendations made in the future will be
profitable or will equal the performance of securities
in this list."
- SSR is prohibited from stating that any graph, chart, or
formula can be used by itself to determine an investment
in securities.
- SSR is restricted in advertising the past performance of
securities investments that it recommends. In securities
Advertisements, SSR must disclose any past performance
information net of advisory fees, unless the
communication is in a private "one-on-one" presentation.
(SSR has taken the position that such presentations
include, without limitation, responses to RFPs and
reports to investors in SSR funds.) The following
conditions related to one-on-one presentations would not
apply to any presentations, whether an Advertisement or
in a private one-on-one presentation, where performance
is presented net of advisory fees. Performance
information may be presented gross of advisory fees if
(1) the presentation is a private and confidential
communication with the client and not otherwise made via
print, electronic, or other media; and (2) the
Advertisement includes disclosure stating: (i) the
performance figures do not include the deduction of
advisory fees and, had those fees been deducted, the
performance figures would have been lower; (ii) the
adviser's fees are disclosed in Part II of Form ADV; and
(iii), if warranted based on the facts and circumstances
of the presentation including, without limitation, the
nature of the investor, examples of the compounding
effect of the advisory fee on the performance of the
account.
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Special procedures for advertising of pooled investment
vehicles: SSR provides real estate advice to pooled investment
vehicles that issue securities to investors. Even though the
underlying assets of such pooled vehicles are real estate, it
is SSR's general policy to follow the advertising obligations
set forth in the Advisers Act when advertising these pooled
investment vehicles together with the performance of
underlying real estate assets. Hence, because the performance
returns of the underlying real estate affect the returns of
the pooled investment vehicle, Advertisements of these pooled
investment vehicles should follow the SEC's guidelines on
performance advertising as set forth above.
2.3 Brochure Delivery. SSR must deliver to clients Part II of its
Form ADV at least 48 hours prior the time the client enters
into an advisory contract with SSR, or at the time of entering
into a contract with a client, if the client may terminate the
contract without penalty within five (5) days of entering into
the contract. Each year, SSR must provide written notice to
clients that the most recently updated version of the Form ADV
is available upon request.
Special procedures for pooled investment vehicles: SSR takes
the position that the pooled investment vehicle is the
"client" for purposes of its rendering of advice (Cf. 17 CFR
Section 275.203(b)(3)-1). Notwithstanding this position, it is
the policy of SSR to provide Part II of its ADV to new
subscribers to a pooled investment vehicle and offer to
provide it to existing investors on an annual basis.
3. Custody
3.1 Custody In General. SSR is subject to the custody requirements
of the Advisers Act to the extent that it directly or
indirectly holds client funds or securities, has authority to
obtain possession of them, or has the ability to appropriate
them. A general power of attorney or check writing ability
over a client account would be deemed to be custody.
3.2 Segregation of Client Funds and Securities. When SSR has
custody over client funds or securities, it must segregate and
mark all securities to clarify client ownership thereof and
deposit all client funds in bank accounts containing only
client funds, which bank accounts must designate SSR as agent
or trustee over the account. SSR must maintain records for
each client account reflecting account balances, account
activity and location of the account.
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3.3 Client Notices and Account Statements. When SSR takes custody
or is deemed to take custody of client funds or securities, it
must comply with the following:
- Unless provided in the Investment Management Agreement
or similar account documentation, immediately after
accepting client funds or securities, notify the client
of the place where and the manner in which client funds
and securities will be maintained.
- Provide the client written notification in the event
that there is any change in the place where or the
manner in which client funds or securities will be
maintained.
- Provide, or cause to be provided, to clients quarterly
account statements reflecting all account activity for
the previous quarter. It is SSR's policy to provide
clients quarterly credit and debit information upon
request. With each quarterly financial report to a
client, a legend that credit and debit information is
available upon request must be included on the cover
page.
3.4 Annual Audit. SSR must ensure that, during periods when it has
custody over client funds, an independent public accounting
firm conducts a surprise audit of its custody functions each
year to determine compliance with the custody requirements of
the Advisers Act.
3.5 Filing of Annual Audit Information. SSR shall cause the
accounting firm's report to be attached to Form ADV-E and
instruct the accountant to file an original and one copy of
the Form ADV-E and the accountant's report with the SEC at 450
Fifth Street, N.W., Washington, DC 20549. The accountant must
file an additional copy each with the SEC's Northeast Regional
Office, 7 World Trade Center, New York, NY 10048 (SEC regional
office where SSR's principal office and place of business is
located) and Pacific Regional Office, 5670 Wilshire Blvd.,
11th Floor, Los Angeles, CA 90036 (SEC regional office where
certain of SSR's books and records are maintained).
See Section 1.2 for the procedures governing the filing of
Form ADV-E.
4. Recordkeeping
4.1 Records. SSR must maintain books and records that are related
to its securities advisory activities. The following is a
general list of required records:
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- Documentation concerning real estate securities
transactions (e.g., ledgers, securities order tickets,
subscription agreements, and trade confirmations), if
any.
- Financial records (e.g., checkbooks, bank statements,
canceled checks and cash reconciliations).
- Advisory agreements and powers of attorney involving
SSR.
- All calculations and source materials for calculating
performance information used in Advertisements, offering
documents (including any supplements thereto), or
one-on-one confidential presentations involving pooled
investment vehicles.
- Securities offering materials (including any supplements
thereto) that are delivered to ten (10) or more persons.
- Documentation of the Real Estate Investment transactions
of Reporting Representatives.
- Current versions of Form ADV and documentation showing
delivery or offers of delivery to advisory clients or
prospective clients of Part II of Form ADV.
- Organizational documents of SSR and merger documents of
MetLife Realty Group, Inc. ("MRG") and Metric
Institutional Realty Advisors, L.P. ("MIRA") with SSR,
as well as related Form ADV-W's of MRG and MIRA.
- Completed subscription agreements.
- Custody account records.
4.2 Preservation of Records. SSR must preserve and maintain in an
easily accessible place most of the records listed above for a
period of five years, the first two years of which in the
White Plains or San Francisco office of SSR. Records and
sources used for performance calculations must be preserved
for a period of five years, the first two years of which in
SSR's White Plains or San Francisco office, dating from the
end of the fiscal year in which the performance figures were
last used in a client presentation or an Advertisement.
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4.3 Accessibility of Records. SSR reports to the SEC that source
books and records are maintained in a location other than at
the principal office and place of business of SSR. These
records are kept in White Plains or San Francisco in a
location providing for easy access.
5. Conflicts of Interest
5.1 General. As an investment adviser, SSR has a fiduciary duty
not to put its interests ahead of its clients or engage in any
conduct to the detriment of its clients. In certain cases, the
activities of SSR or its affiliates will lead to conflicts of
interest with clients. The following sets forth the basic
procedures that SSR and its Advisory Representatives must
adhere to in the event that conflicts of interest develop with
clients.
5.2 Conflicts of Interest Procedures.
- Identify conflicts -- If an Advisory Representative
believes that a course of conduct creates a conflict or
the appearance of a conflict of interest with a client,
he or she should contact the SSR General Counsel or SSR
Counsel to seek advice.
- Resolve Conflicts -- Conflicts can be resolved either by
not engaging in the conduct that creates the actual
conflict or the appearance of a conflict or disclosing
the conflict to the client and obtaining written client
consent. Any disclosure and consent should be documented
and maintained as part of SSR's records and overseen by
the SSR General Counsel.
- Conflicts with Pooled Investment Vehicles -- SSR acts as
adviser to several limited partnerships and other pooled
investment vehicles whose general partner, managing
member, or sponsor are affiliates of SSR. The
relationships of SSR and its affiliates to these private
investment funds and related compensation can lead to
conflicts of interests. SSR must ensure that these
conflicts are disclosed in its Form ADV (see Items 8D
and 9), as well as in the funds' offering documents to
investors.
Each type of conflict and affiliated transaction is
governed by its own set of facts, and SSR and its
Advisory Representatives will need to work with the SSR
General Counsel or SSR Counsel to ensure that SSR has
implemented the appropriate procedures to comply with
the Advisers Act's regulations on affiliated
transactions and other conflicts.
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- Disclosure of Financial or Disciplinary Events -- In the
event that SSR experiences a financial or disciplinary
event that would have a material impact on its ability
to satisfy its contractual commitments or that would
affect its ability to carry out its custody functions,
SSR must disclose the financial or disciplinary event to
existing clients promptly and prospective clients 48
hours before entering into an advisory contract with a
client, or at the time of entering into the contract, if
the client has the opportunity to terminate the contract
without penalty within five (5) business days after
entering into the contract.
6. Performance Fees. In the event that SSR assesses performance fees
for its services, those fees must be in compliance with Rule 205-3
under the Advisers Act.
6.1 Qualified Clients. Rule 205-3 under the Advisers Act, the
SEC's rule governing performance fees, requires that each
separate account client (if fees are based on securities
management) and/or investor in a private investment fund
against which SSR assesses a performance fee be a Qualified
Client. Thus, SSR may only assess performance fees to clients
that satisfy one of the objective standards set forth below:
- Natural persons or entities that have $750,000 under the
management of SSR immediately after entering into a
contract with SSR or investing in a fund advised by SSR.
- Based upon the reasonable belief of SSR, a natural
person or entity who has net worth (or joint net worth
with a spouse in the case of natural person) of more
than $1.5 million at the time the contract is entered
into or at the time of investment into a fund advised by
SSR.
- Based upon the reasonable belief of SSR, a natural
person or entity that is a "qualified purchaser" as
defined in Section 2(a)(51)(A) of the Investment Company
Act of 1940, as amended. That is, very generally, a
natural person or certain types of trusts or family
companies that own not less than $5 million in
"investments" (securities, investment properties, etc.),
trusts whose trustee(s) and settlor(s) are qualified
purchasers, and other entities that own and invest on a
discretionary basis not less than $25 million in
"investments".
- Natural persons, who immediately prior to entering into
a contract with SSR or investing in a fund advised by
SSR, are insiders or "knowledgeable employees" of SSR.
That is, the knowledgeable
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employee is an executive officer, director, general
partner, trustee or such similar person of the adviser,
or an employee of SSR (other than those performing
clerical and ministerial functions for SSR) who in the
normal course of his or her functions participates in
the investment activities of SSR and has so participated
in such activities for SSR or a previous company for the
previous 12 months.
6.2. Performance Fee Provisions and Disclosure. SSR must set
forth the terms of its performance fees in its advisory
agreement and disclose them in its Form ADV.
7. Solicitation Arrangements. SSR shall enter into solicitation
arrangements for compensation with an Advisory Representative, a
solicitor associated with an affiliate of SSR, or a third party
independent of SSR only if approved by the SSR General Counsel and
in satisfaction of the conditions set forth below. For purposes of
the foregoing, compensation to an Advisory Representative will only
refer to special compensation for solicitation activities above the
normal and customary salary and bonuses paid to the Advisory
Representative.
Copies of all solicitation agreements and solicitor's statements
must be maintained by SSR as part of its records.
7.1 Solicitation Arrangements In General. SSR must observe the
following general conditions prior to entering into a
solicitation arrangement:
- SSR must remain registered as an investment adviser with
the SEC.
- The solicitor must not be subject to a statutory
disqualification. See Section 203(f); Section
203(e)(2)(A)-(D) (concerning persons, during previous
ten years, who were convicted of felonies or
misdemeanors); paragraphs (1), (5) or (6) of Section
203(e); and (D) person subject to orders, judgments or
decrees provided for in Section 203(e)(4).
- The cash fee is paid pursuant to a written agreement
between SSR and the solicitor.
7.2 Solicitation Arrangements With Advisory Representatives or
Solicitors
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Associated With An Affiliate of SSR.
The relationship of the Advisory Representative or the
solicitor associated with an affiliate of SSR must be
disclosed to the client at the time of the solicitation or
referral.
7.3 Solicitation Arrangements With Third Party Solicitors
Independent of SSR. The following conditions must be observed
in connection with third-party solicitation arrangements:
- The written agreement between SSR and the solicitor must
set forth the solicitation fee and describe the
solicitation activities to be provided.
- The written agreement must contain an undertaking that
states that the solicitor will agree to perform duties
consistent with the instructions of SSR and the
requirements of the Advisers Act.
- At the time of the solicitation or referral, the
solicitor must provide the client a copy of the
solicitor's written disclosure statement and SSR's most
recent version of its Part II of Form ADV.
- Prior to or at the time of entering into a contract with
a client that was the subject of a solicitation, SSR
must receive from the client a written acknowledgment of
the client's receipt of Part II of the Form ADV and
solicitor's written statement.
- The solicitor's written disclosure statement must
disclose: (i) the solicitor's name; (ii) SSR's identity;
(iii) the nature of the relationship of the solicitor
and SSR; (iv) that the solicitor will be compensated for
the solicitation and amount of compensation and other
terms; and (v) differentials or amounts, if any, in
addition to the advisory fees that the client's account
will be assessed in connection with the solicitation
arrangement.
8. Accounts of Plans Governed by the Employee Retirement Income
Security Act of 1974. SSR must take care that it complies with
the Employee Retirement Income Security Act of 1974 ("ERISA")
when it advises accounts or has investors that are subject to
ERISA. ERISA will impose duties on SSR and its Advisory
Representatives that are in addition to the duties imposed by
the Advisers Act. The SSR General Counsel or SSR Counsel should
be consulted any time issues arise involving transactions
affecting SSR's ERISA accounts.
16
9. Enforcement of the Code of Ethics. The enforcement of these rules
and procedures is the responsibility of the SSR General Counsel. Any
Advisory or Reporting Representative who has any questions regarding
the Policy Guide, the Code of Ethics, including SSR's personal
trading procedures, should consult with the SSR General Counsel, or
in his absence, the SSR Counsel, and, if both are absent, the Legal
Assistant.
10. Penalties for Non-Compliance. Advisory Representatives -- whose
activities violate the Policy Guide or the Code of Ethics, or who
willfully fail to comply with the reporting obligations of the
foregoing, or who make false reports, or who fail to cooperate fully
in investigations of violations or potential violations -- are
subject to disciplinary action as deemed appropriate in each case.
Disciplinary action can include, but is not limited to, termination
or suspension of employment.
17
APPENDIX A
SSR REALTY ADVISORS, INC.
CODE OF ETHICS
ACKNOWLEDGMENT
This Code of Ethics has been adopted by SSR Realty Advisors, Inc. ("SSR")
for the purpose of setting forth SSR's internal operating policies and
procedures regarding its investment advisory business. It is intended to apply
to individuals associated with SSR identified therein as "Advisory
Representatives".
As an Advisory Representative, I have read and understand the Code of
Ethics of SSR and, by signing below, recognize that I am subject to and agree to
comply with such Code of Ethics.
- ------------------------------------- --------------------------------------
Print Name Signature
- -------------------------------------
Date
1
APPENDIX B
1. Definitions.
1.1 "Advertisement" shall include any notice, circular, letter or other
written communication addressed to more than one person, or any notice or other
announcement in any publication or by radio or television, which offers (a) any
analysis, report, or publication concerning securities, or which is used in
making any determination as to when to buy or sell any security, or which
security to buy or sell, or (b) any graph, chart, formula or other device to be
used in making any determination as to when to buy or sell any security, or
which security to buy or sell, or (c) any other investment advisory service with
regard to securities.
1.2 "Advisory Representative" is the term used in the applicable
regulations (Advisers Act, Rule 204-2) to describe certain associated persons of
the Adviser, including independent contractors. Certain of these Advisory
Representatives, because of their access to sensitive information, are covered
by reporting requirements concerning real estate securities and real estate
investment transactions.
1.3 "Beneficial Ownership" or "Beneficially Owned" 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. In
general, a person is considered to have "beneficial ownership" of securities
when that person (a) has the power to dispose of or to vote such securities, and
(b) when that person has a pecuniary (i.e., economic) interest in the
securities.
1.4 "Control", as defined in Section 2(a) (9) of the Investment Company
Act of 1940, as amended, means the power to exercise a controlling influence
over the management or policies of a company, unless such power is solely the
result of an official position with such company. Any person who Beneficially
Owns, either directly or through one or more controlled companies, more than 25%
of the voting Securities of a company is presumed to control such company.
1.5 "Immediate Family Member" means a person's spouse, children residing
with such person, and any trust or estate in which such person or any other
member of his immediate family has a substantial Beneficial Ownership interest,
unless neither such person nor any other member of his immediate family is able
to Control or participate in the investment decisions of such trust or estate.
1.6 "Insider" means any Advisory Representative, or any Immediate Family
Member and any person who is in a Control relationship with SSR and who obtains
information concerning real estate securities or real estate investments
recommended to or to be acquired for clients or any client's Immediate Family
Member. Additionally, a person is deemed an "Insider" if he or she enters into a
special confidential relationship in the conduct of the affairs of an Insider
and as a result is given access to Material, Non-Public Information. Examples of
such insiders include accountants, consultants, advisers, attorneys, bank
lending officers, and the employees of such organizations.
1
1.7 "Insider Trading" means the use of Material, Non-Public Information to
trade in a security (whether or not one is an Insider) or the communication of
Material, Non-Public Information to others. While the meaning of the term is not
static, "Insider Trading" generally includes:
(a) trading in any security by an Insider, while in possession of
Material, Non-Public Information;
(b) trading in a security by a person who is not an Insider, while in
possession of Material, Non-Public Information, where the information either was
disclosed to such person in violation of an Insider's duty to keep it
confidential or was misappropriated; and
(c) communicating Material, Non-Public Information to any person, who then
trades in a security while in possession of such information.
** Note: The reporting requirements designed to prevent the misuse of
Material, Non-Public Information is extended to real estate investments of the
type SSR recommends to clients.
1.8 "Material Information" means information for which there is a
substantial likelihood that a reasonable investor would consider it important in
making investment decisions, or information that is reasonably certain to have a
substantial effect on the price of a company's securities. Examples of Material
Information include information regarding dividend changes, earnings estimates,
changes in previously released earnings estimates, significant merger or
acquisition proposals or agreements, material real estate transactions, major
litigation, liquidation problems, and extraordinary management developments.
1.9 "Non-Public Information" means information that has not been
effectively communicated to the marketplace. For example, information found in a
public report filed with the Securities and Exchange Commission, or appearing in
Dow Jones, Reuters Economic Services, The Wall Street Journal, or other
publications of general circulation would be considered public.
2
APPENDIX C
SSR REALTY ADVISORS, INC.
INITIAL REPORT
To the SSR General Counsel of SSR Realty Advisors, Inc. ("SSR"):
1. I hereby acknowledge receipt of a copy of the Code of Ethics of SSR.
2. As of the date below, I, or an Immediate Family Member sharing a
household with me, had a direct or indirect Beneficial Ownership in the
following real estate securities or other real estate investments (other than
personal residences or vacation homes):
NAME OF INVESTMENT AMOUNT OF INVESTMENT TYPE OF INTEREST
DIRECT OR INDIRECT
- --------------------------------------------------------------------------------
Date:__________________________ Signature:______________________________
Print Name:_____________________________
Title:__________________________________
Note: A copy of this form must be obtained at the later of the commencement of
employment with SSR or within 30 days of the implementation of this Code of
Ethics. See Code of Ethics for definition of capitalized terms not otherwise
defined herein.
1
APPENDIX D
SSR REALTY ADVISORS, INC.
SECURITIES TRANSACTIONS REPORT FOR THE CALENDAR QUARTER
ENDED:______________, 20___
To the Legal Department of SSR Realty Advisors, Inc. ("SSR"):
During the quarter referred to above, the following transactions were
effected in real estate securities, including without limitation securities of
REITs or real estate operating companies, or other direct real estate
investments that are of the type as to which SSR renders advice to clients of
which I or an Immediate Family Member sharing a household with me, had, or by
reason of such transactions acquired, direct or indirect, Beneficial Ownership,
and which are required to be reported pursuant to SSR's Code of Ethics. IF NO
SUCH TRANSACTIONS WERE EFFECTED, I HAVE WRITTEN "NONE" ACROSS THE BOXES BELOW.
Capitalized terms used herein that are not defined take on the meaning
ascribed to them in the Glossary attached as Appendix B to the Code of Ethics of
SSR.
NATURE OF BROKER/DEALER
AMOUNT DOLLAR TRANSACTION THROUGH WHOM
Investment DATE OF OF SHARES/ AMOUNT OF (Purchase, Sale, EFFECTED (if
TRANSACTION INTERESTS TRANSACTION Other) PRICE relevant)
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
(a) I have no knowledge of the existence of any personal conflict of interest
relationship which may involve SSR or a client of SSR in connection with
the transaction[s] described herein;
(b) I am in compliance with SSR's Code of Ethics; and
(c) I have attached a true and correct copy of account statements relating to
the investments required to be reported by this form and of account
statements relating to previously reported investments if such investments
are still held by me.
1
Date: ______________________________ Signature: __________________________
Print Name: __________________________
Title: ________________________________
Note: See SSR Code of Ethics for definition of capitalized terms not otherwise
defined herein.