EXHIBIT 99.CODE
ICON MANAGEMENT & RESEARCH CORPORATION
ICON ADVISERS, INC.
ICON DISTRIBUTORS, INC.
ICON FUNDS
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CODE OF CONDUCT
INSIDER TRADING POLICY
GIFT POLICY
OUTSIDE EMPLOYMENT POLICY
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LAST REVISED November, 12, 2004
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DEFINITIONS .................................................... 3
INTRODUCTION, STATEMENT OF PURPOSE AND APPLICATION ............. 4
CAUTION REGARDING PERSONAL TRADING ACTIVITIES ............... 5
COMMUNICATION WITH OUTSIDE TRUSTEES ......................... 5
CODE OF CONDUCT ................................................ 5
OVERVIEW .................................................... 5
EXCLUSIONS APPLICABLE TO OUTSIDE TRUSTEES ................... 5
GENERAL PROHIBITIONS ........................................ 6
TRADING RESTRICTIONS ........................................ 7
PRECLEARANCE ................................................... 7
SHORT SALES .................................................... 7
HEDGE FUNDS, INVESTMENT CLUBS, AND OTHER GROUP ................. 8
EXCLUDED TRANSACTIONS .......................................... 8
BLACKOUT PERIODS ............................................ 8
PENDING ORDERS .............................................. 9
SEVEN DAY RULE .............................................. 9
FIFTEEN DAY WINDOW .......................................... 9
60 DAY RULE ................................................. 9
PRE-CLEARANCE PROCEDURES .................................... 9
GENERAL PRE-CLEARANCE .................................... 9
PRE-CLEARANCE REQUIREMENTS FOR INVESTMENT PERSONNEL ...... 10
PRE-CLEARANCE OF TENDER OFFERS AND STOCK PURCHASE PLANS .. 10
FIVE BUSINESS DAY EFFECTIVE PERIOD ....................... 10
REPORTING TRANSACTIONS AND ACCOUNTS ......................... 10
QUARTERLY TRANSACTIONS REPORTS ........................... 11
ANNUAL HOLDINGS REPORTS .................................. 11
PASSIVE ACCOUNTS ......................................... 11
OTHER REQUIRED FORMS ........................................ 12
ACKNOWLEDGEMENT FORM ..................................... 12
REPORT OF SECURITIES OWNERSHIP ........................... 12
INVESTMENT PERSONNEL REPRESENTATION FORM ................. 12
OUTSIDE TRUSTEE REPRESENTATION FORM ...................... 12
INSIDER TRADING POLICY ......................................... 12
BACKGROUND INFORMATION ...................................... 12
WHO IS AN INSIDER? ....................................... 13
WHEN IS INFORMATION NONPUBLIC? ........................... 13
WHAT IS MATERIAL INFORMATION? ............................ 13
WHEN IS INFORMATION MISAPPROPRIATED? ..................... 13
PENALTIES FOR INSIDER TRADING ............................ 14
WHO IS A CONTROLLING PERSON? ............................. 14
PROCEDURES TO IMPLEMENT POLICY .............................. 14
IDENTIFYING MATERIAL INSIDE INFORMATION .................. 14
REPORTING INSIDE INFORMATION ............................. 15
WATCH AND RESTRICTED LISTS ............................... 15
PROTECTING INFORMATION ................................... 15
RESPONSIBILITY TO MONITOR TRANSACTIONS ................... 16
TENDER OFFERS ............................................ 17
GIFT POLICY .................................................... 17
GIFT GIVING ................................................. 17
GIFT RECEIVING .............................................. 17
CUSTOMARY BUSINESS AMENITIES ................................ 17
OUTSIDE EMPLOYMENT POLICY ...................................... 18
SUPERVISORY AND COMPLIANCE PROCEDURES .......................... 18
SUPERVISORY PROCEDURES ...................................... 18
PREVENTION OF VIOLATIONS ................................. 18
DETECTION OF VIOLATIONS .................................. 18
COMPLIANCE PROCEDURES ....................................... 19
REPORTS OF POTENTIAL DEVIATIONS OR VIOLATIONS ............ 19
ANNUAL REPORTS ........................................... 19
RECORDS ........................................................ 19
INSPECTION ..................................................... 19
CONFIDENTIALITY ................................................ 19
THE ETHICS COMMITTEE ........................................ 20
MEMBERSHIP OF THE COMMITTEE .............................. 20
COMMITTEE MEETINGS ....................................... 20
SPECIAL DISCRETION ....................................... 20
GENERAL INFORMATION ABOUT THE CODE OF CONDUCT .................. 21
ENFORCEMENT .................................................... 21
INTERNAL USE ................................................... 21
FORMS .......................................................... 21
DEFINITIONS
The following definitions are used throughout this document. Unless otherwise
defined, all capitalized terms used in this document shall have the same meaning
as set forth in this section.
1) "Access Persons" are Investment Personnel, Directors/Trustees and officers
of ICON Management & Research Corporation ("IM&R"), ICON Advisers, Inc.
"ICON Advisers")ICON Distributors,Inc. ("ICON DISTRIBUTORS")(collectively
"ICON Companies"), and ICON Funds ("ICON"); and any employee who, with
respect to any client account of ICON Companies or ICON, makes any
recommendation, participates in the determination of which recommendation
will be made, or whose duties relate to the determination of which
recommendation will be made, or who obtains or has access to any
information concerning recommendations or trading activity on Covered
Securities.
2) "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 and the rules and regulations
thereunder. For example, in addition to a person's own accounts, the term
"Beneficial Ownership" encompasses securities held in the name of a spouse
or equivalent domestic partner, minor children, a relative sharing your
home, or certain trusts under which you or a related party is a
beneficiary, or held under other arrangements indicating a sharing of
financial interest.
3) "Covered Securities" generally includes all securities, whether publicly or
privately traded; any option, future, forward contract or other obligation
involving a security or index of securities, including an instrument whose
value is derived or based on any of the above (a "derivative"); and any
transactions in affiliated mutual funds. The following are not Covered
Securities:
- - Shares of open-end investment companies other than shares in the ICON Funds
(i.e., mutual funds);
- - Shares of broad index-based exchange traded funds ("ETFs") (does not
include sector-based ETFs);
- - Investments in qualified state tuition programs under Section 529 ofthe
Internal Revenue Code of 1986, as amended ("529 Plans");
- - Direct obligations of the U.S. government or any derivative thereof;
- - Obligations of agencies and instrumentalities of the U.S. government with a
remaining term to maturity of one year or less, or any derivative thereof;
- - Securities representing a limited partnership interest in a real estate
limited partnership;
- - Money market instruments, such as certificates of deposit, bankers'
acceptances, repurchase agreements, and commercial paper;
- - Insurance contracts, including life insurance or annuity contracts;
- - Direct investments in real estate, business franchises or similar ventures;
and
- - Physical commodities (including foreign currencies), or any derivatives
thereof.
4) "Designated Compliance Representatives" are ICON Companies' Chief
Compliance Officer and ICON Companies' General Counsel and/or such persons'
designee(s).
5) "Designated Legal Representative" is ICON Companies' General Counsel or
such person's designee(s).
6) "Directors/Trustees" are directors and/or trustees of ICON Companies and/or
ICON.
7) "Equity Review Committee" is comprised of ICON Advisers' President and
members of its Investment Committee.
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8) "Ethics Committee" is comprised of ICON Advisers' General Counsel, Chief
Compliance Officer, Chief Financial Officer and President.
9) "Inside Trustees" are Trustees who are interested persons, as defined in
the Investment Company Act of 1940, of ICON.
10) "Investment Personnel" refers to portfolio managers, research analysts,
trading department personnel and any other persons who provide information
and advice directly or indirectly to any advisory client of ICON Companies,
or who assist in executing the portfolio managers' decisions.
11) "NASD" is the National Association of Securities Dealers, Inc.
12) "Outside Trustees" are Trustees who are not interested persons, as defined
in the Investment Company Act of 1940, of ICON.
INTRODUCTION, STATEMENT OF PURPOSE AND APPLICATION
ICON Companies provides investment advisory services to various clients and
accounts (collectively the "Managed Accounts"), some of which are investment
companies registered under the Investment Company Act of 1940 (the "Company
Act"). Persons designated as Access Persons of ICON Companies, who have access
to information about the investment activities of the Managed Accounts, owe an
undivided duty of loyalty to such Managed Accounts, and must therefore adhere to
the highest ethical and professional standards of conduct. It is the objective
of all persons subject to this Code of Conduct ("Code") to maintain the highest
standards of integrity and conduct in order to meet their respective duties and
obligations to ICON Companies and the Managed Accounts. These standards, as
contained in this Code, are based on the requirements of the Company Act, the
Investment Advisers Act of 1940 (the "Advisers Act"), the Insider Trading and
Securities Fraud Enforcement Act ("ITSFEA"), and the laws governing the
management of investment accounts.
The Code is intended to ensure that you at all times place first the
interests of the Managed Accounts, (ii) conduct all personal trading consistent
with the Code and in such a manner as to avoid any actual or potential conflict
of interest or any abuse of your position of trust and responsibility, and (iii)
not use any material nonpublic information in securities trading. The Code also
establishes policies regarding other matters, such as outside employment and the
giving or receiving of gifts.
The Code is intended to comply with Rule 17j-1 under the Company Act, as
amended, which requires ICON Companies to adopt a code of ethics containing
provisions reasonably necessary to prevent specified individuals from engaging
in certain conduct. Under Rule 17j-1(a), certain conduct by "access persons" (as
defined in the Rule) of investment companies managed by ICON Companies, of ICON
Companies itself as adviser to these companies, and of the principal underwriter
of the investment companies, with respect to purchases or sales of securities
held or to be acquired by the investment companies is prohibited. The Code is
also intended to comply with the provisions of Rule 204-2 under the Advisers
Act, which requires ICON Companies to maintain records of securities
transactions in which certain of its personnel have any Beneficial Ownership.
The Code applies to all Investment Personnel, Directors/Trustees and
officers of ICON Companies, and to all other individuals who are Access Persons.
The Code applies to transactions for your personal accounts and any other
accounts over which you have Beneficial Ownership. You may be deemed the
Beneficial Owner of any account in which you have a direct or indirect financial
interest. Such accounts include, among others, accounts held in the name of your
spouse or equivalent domestic partner, your minor children, a relative sharing
your home, or certain trusts under which you or such persons are a beneficiary.
You are required to read and retain this Code and to sign and return the
attached Acknowledgment Form to the Compliance Department ("Compliance") upon
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commencement of employment or other services, and on an annual basis thereafter.
The Acknowledgment Form confirms that (i) you have received, read and asked any
questions necessary to understand the Code, (ii) you agree to conduct yourself
in accordance with the Code, and (iii) you have complied with the Code during
such time as you have been associated with ICON Companies. Depending on your
status, you may be required to submit additional reports and/or obtain
clearances as discussed more fully below.
Adherence to this Code is a fundamental condition of service with ICON
Companies, and Directors/Trustees, officers and other Access Persons of ICON
Companies bear full responsibility for ensuring that they and members of their
immediate families and personal households comply with the provisions and intent
of this Code. Only by careful adherence to the requirements outlined in the Code
can we protect our reputation and avoid legal or regulatory actions.
CAUTION REGARDING PERSONAL TRADING ACTIVITIES
Certain personal trading activities may be risky not only because of the
nature of the transactions, but also because action necessary to close out a
position may, for some Access Persons, become prohibited while the position
remains open (e.g., closing out short sales and transactions in derivatives).
Furthermore, if ICON Companies becomes aware of material nonpublic information,
or if a Managed Account is active in a given security, some Access Persons may
find themselves "frozen" in a position. ICON Companies will not bear any losses
in personal accounts resulting from the application of this Code.
COMMUNICATION WITH OUTSIDE TRUSTEES
As a regular business practice, ICON Companies attempts to keep the
Trustees informed with respect to its investment activities through reports and
other information provided to them in connection with board meetings and other
events. In addition, ICON Companies personnel are encouraged to respond to
inquiries from Trustees, particularly as they relate to general strategy
considerations or economic or market conditions affecting ICON Companies.
However, it is ICON Companies' policy not to communicate specific trading
information and/or advice on specific issues to the Outside Trustees (i.e., no
information should be given on securities for which current activity is being
considered for Managed Accounts). Any pattern of repeated requests by such
Trustees should be reported to the Chief Compliance Officer.
CODE OF CONDUCT
OVERVIEW
In general, it is unlawful for persons affiliated with investment
companies, their principal underwriters or their investment advisers to engage
in personal transactions in securities which are held or are to be acquired by a
registered investment company, if such personal transactions are made in
contravention of rules which the Securities and Exchange Commission (the "SEC")
has adopted to prevent fraudulent, deceptive and manipulative practices. Such
rules require each registered investment company, investment adviser and
principal underwriter to adopt its own written code of ethics containing
provisions reasonably necessary to prevent its access persons from engaging in
such conduct, and to maintain records, use reasonable diligence, and institute
such procedures as are reasonably necessary to prevent violations of such code.
This Code and information reported hereunder will enable ICON Companies to
fulfill these requirements.
EXCLUSIONS APPLICABLE TO OUTSIDE TRUSTEES
Because they have limited access to information regarding trading activity
for the Managed Accounts, certain of the prohibitions discussed in this section
are not applicable to the Outside Trustees. Specifically, Outside Trustees are
excluded from the following:
1. The pre-clearance requirements prior to engaging in any personal
transaction in Covered Securities. See PRE-CLEARANCE on page 7.
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2. The prohibition against participation in hedge funds, investment
clubs, or similar investment groups except as a passive investor. See
HEDGE FUNDS, INVESTMENT CLUBS AND OTHER GROUPS on page 8.
3. The requirement to disgorge any price advantage realized if a personal
securities transaction in a Covered Security coincides with a
transaction in the same security executed by ICON Companies on behalf
of any Managed Account within fifteen days after the personal trade.
See FIFTEEN DAY WINDOW on page 9.
4. The requirement to disgorge any profits realized in the purchase and
sale, or sale and purchase, of the same or equivalent Covered
Securities within 60 calendar days if a Managed Account held or traded
the security during the 60 day period. See 60 DAY RULE on page 9.
5. The requirement to pre-clear participation in a tender offer or stock
purchase plan prior to submitting notice to participate in such tender
offer or notice of participation in such stock purchase plan to the
applicable company. See PRE-CLEARANCE OF TENDER OFFERS AND STOCK
PURCHASE PLANS on page 10.
6. The requirement to arrange for provision of duplicate account
statements and confirmations showing all transactions in brokerage or
commodities accounts in which the Outside Trustee has a beneficial
interest. See REPORTING TRANSACTIONS AND ACCOUNTS on page 10. Note,
however, that Outside Trustees must report a transaction in a Covered
Security if such person, at the time of that transaction, knew, or in
the ordinary course of fulfilling his or her official duties as a
trustee should have known, that, during the fifteen business-day
period immediately before or after the date of his or her personal
transaction, such security was purchased or sold by, or was being
considered for purchase or sale on behalf of, any registered
investment company for which such person acts as trustee.
GENERAL PROHIBITIONS
The following activities are prohibited for Access Persons. Persons who
violate any of the following prohibitions shall disgorge any profits realized in
connection with such violation.
1. Purchasing, in an initial public offering, Covered Securities (see
Definitions section) for which no public market in the same or similar
securities of that issuer has previously existed. No securities may be
purchased in an offering that constitutes a "hot issue" as defined in
NASD rules. Such securities may be purchased, however, where the
individual has an existing right to purchase the security based on his
or her status as an investor, policyholder or depositor of the issuer.
In addition, securities issued in reorganizations are also outside the
scope of this prohibition if the transaction involves no investment
decision on the part of the employee except in connection with a
shareholder vote.
2. Causing a Managed Account to take action, or to fail to take action,
for personal benefit, rather than to benefit such Managed Account. For
example, an Access Person would violate this Code by causing a Managed
Account to purchase a security owned by the Access Person for the
purpose of supporting or increasing the price of that security, or by
causing a Managed Account to refrain from selling a security in an
attempt to protect a personal investment, such as an option on that
security.
3. Using, for personal profit, knowledge of portfolio transactions made
or contemplated for the Managed Accounts, or causing others to profit
by the market effect of such transactions.
4. Disclosing current portfolio transactions made or contemplated for the
Managed Accounts, as well as any other nonpublic information, to
anyone outside of ICON Companies.
5. Engaging in fraudulent conduct in connection with the purchase or sale
of a security held or to be acquired by a Managed Account, including
without limitation:
a) Employing any device, scheme or artifice to defraud any Managed
Account;
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b) Making to any Managed Account any untrue statement of material
fact or omitting to state to such Managed Account a material fact
necessary in order to make the statements made, in light of the
circumstances under which they are made, not misleading;
c) Engaging in any act, practice or course of business which
operates or would operate as a fraud or deceit upon any Managed
Account; or
d) Engaging in any manipulative practice with respect to any Managed
Account.
6. Investing in derivatives to evade the restrictions of this Code.
Accordingly, individuals may not use derivatives to take positions in
securities which the Code would prohibit if the positions were taken
directly.
7. No Investment Personnel may serve on the board of directors of a
publicly traded company without prior written authorization by the
President of ICON Advisers. No such service shall be approved without
a finding that the board service would not be inconsistent with the
interests of the Managed Accounts. If board service is authorized, the
Investment Personnel serving as director normally should be isolated
from those making investment decisions with respect to the company
involved through "Chinese Walls" or other procedures.
8. If an Investment Person is planning to invest or make a recommendation
to invest in a security for a Managed Account, and such person has a
material interest in the security, such person must first disclose
such interest to the Chief Investment Officer and obtain his consent.
The Chief Investment Officer may only grant consent if he has no
material interest in the security, and must immediately inform the
Ethics Committee in writing of the granting of such consent. A
material interest is Beneficial Ownership of any securities (including
derivatives, options, warrants or rights), offices, directorships,
significant contracts, or interests or relationships that are likely
to affect such person's judgment.
9. No Investment Person may do or cause to be done on behalf of any
Managed Account, any business with a broker-dealer in which that
Investment Person holds any material financial interest, unless such
material financial interest is first disclosed to the Chief Compliance
Officer, and trading with the subject broker-dealer is approved by the
Chief Investment Officer in consultation with the Ethics Committee.
10. Any Investment Person who acquires Beneficial Ownership of securities
in a private placement must disclose that investment when such
Investment Person plays a part in the decision of ICON Companies to
purchase securities of that issuer for a Managed Account. Such
investment decision will be subject to an independent review by
Investment Personnel with no personal interest in the subject issuer.
TRADING RESTRICTIONS
PRE-CLEARANCE
Access Persons (except Outside Trustees who do not require pre-clearance
and portfolio managers who require pre-clearance on all trades) must obtain
pre-clearance, for any trade in a Covered Security that is greater than $5,000,
prior to engaging in any personal transaction in Covered Securities.
Pre-clearance procedures, as well as special procedures for pre-clearing
transactions in tender offers and stock purchase plans, are set forth below.
Trading activity, although pre-cleared and otherwise permitted under this
Code, must not be excessive in terms of time spent during your normal working
hours. The trading restrictions of the Code apply to all direct or indirect
acquisitions or dispositions of Covered Securities, whether by purchase, sale,
tender, stock purchase plan, gift, inheritance, or otherwise. Unless otherwise
noted, the following trading restrictions are applicable to any transaction in a
Covered Security Beneficially Owned by an Access Person. Outside Trustees are
exempt from certain trading restrictions, as noted, because of their limited
access to current information regarding Managed Account investments.
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SHORT SALES
Any Access Person (except Outside Trustees) who sells short a Covered
Security that such person knows is held long by any Managed Account shall
disgorge any profit realized on such transaction. This prohibition shall not
apply, however, to securities indices or derivatives thereof (such as futures
contracts on the S&P 500 Index). Managed Account ownership of Covered Securities
will be checked as part of the pre-clearance process referenced above.
HEDGE FUNDS, INVESTMENT CLUBS, AND OTHER GROUPS
No Access Person (except Outside Trustees) may participate in hedge funds,
investment clubs, or similar investment groups except as a passive investor.
Such passive investments are not subject to these trading restrictions, but must
be reported to Compliance as noted under Reporting Transactions and Accounts,
below.
EXCLUDED TRANSACTIONS
Some or all of the trading restrictions listed below do not apply to the
following transactions. However, these transactions must still be reported to
Compliance (see Reporting Transactions and Accounts):
1. Tender offer transactions are exempt from all trading restrictions
except pre-clearance.
2. Stock purchase plans are exempt from all trading restrictions except
pre-clearance and the seven-day rule.
3. The acquisition of securities through stock dividends, dividend
reinvestments, stock splits, reverse stock splits, mergers,
consolidations, spin-offs, or other similar corporate reorganizations
or distributions generally applicable to all holders of the same class
of such securities are exempt from all trading restrictions.
4. The acquisition of securities through the exercise of rights issued by
an issuer pro rata to all holders of a class of the issuer's
securities, to the extent such rights were acquired from the issuer,
and sales of such rights so acquired, are exempt from all trading
restrictions.
5. The acquisition or disposition of securities of the same issuer in the
amount of $5,000.00 or less in any 24-hour period is exempt from the
pre-clearance requirement.
6. The acquisition of securities by gift or inheritance is exempt from
all trading restrictions. Future transactions involving such
securities, however, are subject to the provisions of this Code.
BLACKOUT PERIODS FOR ALL TRANSACTIONS THAT REQUIRE PRE-CLEARANCE
If any Access Person engages in a transaction in a Covered Security which
violates any of the restrictions detailed below (the "Blackout Periods"), or is
determined to be in conflict with transactions made on behalf of the Managed
Accounts, such transaction must, upon notice from the Chief Compliance Officer,
be immediately cancelled or reversed, or profits must be disgorged.(1) This
applies to all securities transactions, even those which were made in good
faith, were pre-cleared and the violation is one that was either inadvertent or
was determined after the fact by a review of trading data.
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(1) Unless otherwise noted, restrictions on personal transactions apply to
transactions involving Covered Securities, including any derivatives
thereof. When determining the amount of disgorgement required with respect
to a derivative, consideration will be given to price differences in both
the derivative and the underlying securities, with the lesser amount being
used for purposes of computing disgorgement. For example, in determining
whether a reimbursement is required when the applicable personal trade is
in a derivative and the Managed Account transaction is in the underlying
security, the amount shall be calculated using the lesser of (a) the
difference between the price paid or received for the derivative and the
closing bid or ask price (as appropriate) for the derivative on the date of
the Managed Account transaction, or (b) the difference between the last
sale price, or the last bid or ask price (as appropriate) of the underlying
security on the date of the derivative transaction, and the price received
or paid by the Managed Account for the underlying security. Neither
pre-clearance nor disgorgement shall be required if such person's
transaction is to close, sell or exercise a derivative within five days of
its expiration.
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Any disgorgement of profits required under any of the following provisions
shall be donated to a charitable organization, unless otherwise prescribed by
law. The specific charitable organization shall be selected by the Ethics
Committee. However, if disgorgement is required as a result of trades by a
portfolio manager that conflicted with that manager's own Managed Accounts,
disgorgement proceeds shall be paid directly to such Managed Accounts. If
disgorgement is required under more than one provision, the Ethics Committee
shall determine in its sole discretion the provision that shall control.
PENDING ORDERS
No Access Person may engage in a transaction in a Covered Security when
there is a buy or sell order pending, on behalf of any Managed Account, in that
same security. The existence of pending orders will be checked as part of the
pre-clearance process referenced above. Pre-clearance may be given only
consistent with the Blackout Periods detailed in this section, or after any
pending Managed Account order is withdrawn.
SEVEN DAY RULE
Any Portfolio Manager who buys or sells a Covered Security within seven
calendar days before or after he or she trades in that security on behalf of a
Managed Account shall disgorge any profits realized on such transaction.
FIFTEEN DAY WINDOW
No personal securities transaction will be pre-cleared if a transaction was
made by ICON Companies on behalf of any Managed Account during the fifteen days
immediately preceding the request for pre-clearance.
If a personal securities transaction in a Covered Security is properly
pre-cleared, and within fifteen days after the personal trade, a transaction in
the same security is executed by ICON Companies on behalf of any Managed
Account, the Access Person (except Outside Trustees) must disgorge any price
advantage realized.(2) The price advantage shall be the favorable spread, if
any, between the price paid or received by such person and the least favorable
price paid or received by a Managed Account during such period.
60 DAY RULE
Access Persons (except Outside Trustees) shall disgorge any profits
realized in the purchase and sale, or sale and purchase, of the same or
equivalent Covered Securities within 60 calendar days if a Managed Account held
or traded the security during the 60 day period.
PRE-CLEARANCE PROCEDURES
Pre-clearance must be obtained by Access Persons (except Outside Trustees
who do not require pre-clearance and portfolio managers who require
pre-clearance on all trades) for any applicable transaction greater than $5,000
in a Covered Security. Access Persons requiring pre-clearance shall obtain
clearance for themselves and members of their immediate families and households
before purchasing, selling or pledging either the debt or equity securities of
any publicly-traded company. If the transaction is approved, the Access Person
has five business days from the date of pre-clearance to execute the trade.
GENERAL PRE-CLEARANCE (EXCLUDING INVESTMENT PERSONNEL)
All requests for pre-clearance shall be made using the Pre-Clearance Form
appended to this Code. Access Persons are responsible for presenting the
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(2) Note that, for the purposes of this restriction, personal purchases are
matched only against subsequent Managed Account purchases, and personal
sales are matched only against subsequent Managed Account sales.
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personal investment request to ICON Companies' Chief Investment Officer or, in
his absence, any member of ICON Companies' Investment Committee, who will be
given an opportunity to object. The Chief Investment Officer, or member of the
Investment Committee, shall object to pre-clearance if any such person knows of
a conflict with a pending Managed Account transaction or a transaction known by
such person to be under consideration for a Managed Account. Consideration of
pre-clearance should also take into account, among other factors, whether the
investment opportunity should be reserved for a Managed Account. If no
objections are raised, the Investment Committee representative shall indicate
clearance of the trade by signing the Pre-Clearance Form. All approved requests
for pre-clearance must be submitted to the Designated Compliance Representative
for final approval.
PRE-CLEARANCE REQUIREMENTS FOR INVESTMENT PERSONNEL
Trades by Investment Personnel are subject to the following special
requirements:
- Any purchase of an equity security for a personal account, which
equity security is not owned by any Managed Account, must first be
submitted as a potential investment to the Chief Investment Officer of
ICON Companies. The Chief Investment Officer must make a determination
that the security in question is not an appropriate investment for any
Managed Account before pre-clearance for such security may be
requested.
- Upon approval by the Chief Investment Officer, the Pre-clearance Form
shall be presented to a Designated Compliance Representative for
signature.
- A request for pre-clearance regarding a private placement which is an
investment asset in which the Managed Accounts might invest, or
managed or sponsored by broker-dealers with whom the Managed Accounts
presently do business or may in the future do business, or is being
offered in any way because of an Investment Person's position with
ICON Companies, will normally be declined.
PRE-CLEARANCE OF TENDER OFFERS AND STOCK PURCHASE PLANS
Access Persons (other than Outside Trustees) who wish to participate in a
tender offer or stock purchase plan must pre-clear such trades only with the
Chief Compliance Officer prior to submitting notice to participate in such
tender offer or notice of participation in such stock purchase plan to the
applicable company. To pre-clear the trade, the Chief Compliance Officer shall
consider all material factors relevant to a potential conflict of interest
between the Access Person and Managed Accounts. In addition, any increase of
$100 or more to a pre-existing stock purchase plan must be pre-cleared.
FIVE BUSINESS DAY EFFECTIVE PERIOD
Clearance to trade will be effective for five business days from the date
of the last signature on the Pre-clearance Form. Open orders, including stop
loss orders, will generally not be allowed due to the five day effective period.
It will be necessary to repeat the pre-clearance process for transactions not
executed within the five day effective period.
REPORTING TRANSACTIONS AND ACCOUNTS
Access Persons (other than Outside Trustees) must provide to ICON Companies
an initial Report of Securities Ownership no later than 10 days after becoming
an Access Person. The report must contain the following information:
- The title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
beneficial ownership when the person became an Access Person;
- The name of any broker, dealer or bank with whom the Access Person
maintained an account in which any securities were held.
Copies of account statements may be submitted in lieu of the initial Report
of Securities Ownership, provided that such account statements include all of
the information listed above.
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All ICON employees (other than Outside Trustees) ("ICON Employees") must
consent for their brokers or financial institutions to provide to Compliance, on
a timely basis, duplicate account statements and confirmations showing all
transactions in every brokerage or commodities account in which they have a
beneficial interest. Please note that, even if such person does not trade
Covered Securities in a particular brokerage or commodities account (e.g.,
trading mutual funds in a Schwab account), the provision of duplicate account
statements and confirmations is still required. This requirement does not apply
to brokerage accounts maintained solely for investment in 529 Plans. Reporting
of accounts that do not allow any trading in Covered Securities (e.g., a mutual
fund account held directly with the fund sponsor) is not required.
ICON Employees must notify Compliance of each reportable account at the
time it is opened, and annually thereafter, including the name of the firm and
the name under which the account is carried. An Account Information Form should
be completed for this purpose.
Certain transactions, such as private placements, inheritances or gifts,
might not be reported through a securities account. In these instances, ICON
Employees must report these transactions using a Quarterly Transactions Report
as noted below.
Outside Trustees need only report a transaction in a Covered Security if
such person, at the time of the transaction, knew, or in the ordinary course of
fulfilling his or her official duties as a trustee should have known, that,
during the fifteen day period immediately preceding the date of his or her
personal transaction, such security was purchased or sold by, or was being
considered for purchase or sale on behalf of, any registered investment company
for which such person acts as trustee.
QUARTERLY TRANSACTIONS REPORTS
ICON employees (other than Outside Trustees) must provide a Quarterly
Transactions Report within 30 days after the end of each calendar quarter,
showing all transactions in Covered Securities, including all such transactions
that are not effected in securities or commodities accounts; non-brokered
private placements; gifts; inheritances; and other transactions in Covered
Securities.
ICON Employees are not required to list transactions for which duplicate
confirmations have been provided. ICON Employees shall affirm that their brokers
have been instructed to provide duplicate confirmations for all accounts. ICON
Employees shall also affirm that they have not opened any new brokerage accounts
during the quarter.
ANNUAL HOLDINGS REPORTS
ICON Employees (other than Outside Trustees) must provide to ICON Companies
a Report of Securities Ownership at least annually. The report must contain the
same type information as the initial Report of Securities Ownership filed upon
becoming an Access Person. Copies of account statements may be submitted in lieu
of the annual Report of Securities Ownership, provided that such account
statements include all of the information listed above.
PASSIVE ACCOUNTS
The Code shall not apply to purchases or sales affected in any account over
which the ICON Employee has no direct or indirect influence or control. ICON
Employees relying upon this provision will be required to file a Certification
of Non-Influence and Non-Control Form with the Chief Compliance Officer
regarding any such accounts.
Any account beneficially owned by an Access Person that is managed by ICON
Companies in a discretionary capacity is not covered by this Code so long as
such person has no direct or indirect influence or control over the account. The
employment relationship between the account-holder and the individual managing
the account, in the absence of other facts indicating control, will not be
deemed to give such account-holder influence or control over the account.
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OTHER REQUIRED FORMS
In addition to the Account Information Form, Quarterly and Annual
Transaction Reports, and Certification of Non-Influence and Non-Control Form
discussed above, the following forms must be completed if applicable to you:
ACKNOWLEDGEMENT FORMS
Each ICON Employee must, upon commencement of services and annually
thereafter, provide Compliance with an Acknowledgment Form stating that he or
she has reviewed and complied with the Code and has disclosed or reported all
applicable securities transactions.
REPORT OF SECURITIES OWNERSHIP
ICON Employees must, upon commencement of services, and annually
thereafter, provide Compliance with a Report of Securities Ownership Form which
lists all Covered Securities beneficially held.
INVESTMENT PERSONNEL REPRESENTATION FORM
Investment Personnel must, upon commencement of services, provide
Compliance with an Investment Personnel Representation Form which lists all
Covered Securities beneficially held. In addition, such persons must provide a
brief description of any positions held (e.g., director, officer, other) with
for-profit entities other than ICON Companies.
OUTSIDE TRUSTEE REPRESENTATION FORM
All Outside Trustees must, upon commencement of services, provide
Compliance with an Outside Trustee Representation Form. The Form declares that
such persons agree to refrain from trading in any securities when they are in
possession of any information regarding trading recommendations made or proposed
to be made to any Managed Account by ICON Companies or its officers or
employees. Annually thereafter, the security transaction confirmation and
adherence to the Code of Conduct affirmation will be done included in the
Trustee Questionnaire.
INSIDER TRADING POLICY
BACKGROUND INFORMATION
ICON Companies seeks to foster a reputation for integrity and
professionalism, and that reputation is a vital business asset. This Insider
Trading Policy ("Policy") includes procedures to deter the misuse of material
nonpublic information. By adopting this Policy, ICON Companies seeks to exceed
the stringent requirements of the federal securities laws. The Policy reinforces
ICON Companies' commitment to avoiding even the appearance of impropriety.
The term "insider trading" is not defined in the federal securities
statutes, but generally is used to refer to the use of material nonpublic
information to trade in securities (whether or not one is an "insider"), or to
communication of material nonpublic information to others. The law concerning
insider trading can be complex and unclear, and an individual legitimately may
be uncertain about the application of this Policy. Often, a simple question may
forestall disciplinary action or complex legal difficulties. If you have any
questions regarding the application of this Policy or you have any reason to
believe that a violation of this Policy has occurred or is about to occur, you
should contact the Chief Compliance Officer. You may assume that the law
regarding insider trading operates to prohibit:
- Trading by an insider, while in possession of material nonpublic
information;
- Trading by a non-insider, while in possession of material nonpublic
information, where the information was disclosed to the non-insider
(directly or through one or more intermediaries) in violation of an
insider's duty to keep such information confidential;
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- Communicating material nonpublic information to others in breach of a
duty not to disclose such information; and
- Misappropriating confidential information for securities trading
purposes, in breach of a duty owed to the source of the information to
keep the information confidential.
WHO IS AN INSIDER?
The concept of "insider" is broad. It includes officers, directors and
employees of a company. In addition, a person can be a "temporary insider" if he
or she enters into a special confidential relationship in the conduct of a
company's affairs and as a result is given access to information solely for the
company's purposes. A temporary insider can include, among others, a company's
attorneys, accountants, consultants, bank lending officers, and the employees of
such organizations. In addition, ICON Companies may become a temporary insider
of a company it advises or for which it performs other services. To be
considered an insider, the company must expect the outsider to keep the
disclosed nonpublic information confidential and/or the relationship must at
least imply such a duty.
WHEN IS INFORMATION NONPUBLIC?
Information should be treated as being nonpublic unless a reasonable period
of time has passed since it has been distributed by means likely to result in a
general public awareness of the information. Such awareness would result, for
example, from publication of the information in a daily newspaper. As a general
rule, information may be considered to be public on the third business day after
it has been broadly distributed to the general public.
WHAT IS MATERIAL INFORMATION?
In general, "material information" is information for which there is a
substantial likelihood that a reasonable investor would consider it important in
making his or her investment decisions, or information that is reasonably
certain to have a substantial effect on the price of a company's securities.
Information that should be considered material includes, but is not limited to,
dividend changes, earnings estimates, changes in previously released earnings
estimates, significant merger or acquisition proposals or agreements, major
litigation, liquidation problems, and extraordinary management developments.
Material information may also relate to the market for a company's
securities. Information about a significant order to purchase or sell securities
may, in some contexts, be deemed material. Similarly, prepublication information
regarding reports in the financial press also may be deemed material. For
example, the U.S. Supreme Court upheld the criminal convictions of insider
trading defendants who capitalized on prepublication information about The Wall
Street Journal's "Heard on the Street" column.
WHEN IS INFORMATION MISAPPROPRIATED?
The misappropriation theory prohibits trading on the basis of non-public
information by a corporate "outsider" in breach of a duty owed not to a trading
party, but to the source of confidential information. Misappropriation of
information occurs when a person obtains the non-public information through
deception or in breach of a duty of trust and loyalty to the source of the
information.
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PENALTIES FOR INSIDER TRADING
Insider trading is a serious legal concern for ICON Companies and its
personnel. The trading of securities of publicly-traded companies while in
possession of material, nonpublic information relating to those companies may
subject ICON Companies and its personnel to penalties under federal law.
Penalties for trading on or communicating material nonpublic information are
severe, both for individuals involved in such unlawful conduct and their
employers or other controlling persons. A person can be subject to some or all
of the penalties below even if he or she does not personally benefit from the
violation. Penalties may include:
- Civil injunctions;
- Treble damages;
- Disgorgement of profits;
- Jail sentences of up to 10 years;
- Fines up to $1,000,000 (or $2,500,000 for corporations and other
entities);
- Civil penalties for the person who committed the violation of up to
three times the profit gained or loss avoided, whether or not the
person actually benefited; and
- Civil penalties for the employer or other controlling person of up to
the greater of $1,000,000 or three times the amount of the profit
gained or loss avoided.
With separate tiers of penalties for employers and personnel, there may be
situations in which the concerns of these groups diverge. This contrasts with
routine litigation in which an employer typically reinforces the actions of its
senior personnel. Consequently, personnel who trade on material, nonpublic
information should be aware that ICON Companies may not be able to protect their
interests. In addition, any violation of the law may result in serious sanctions
by ICON Companies, including termination of employment.
WHO IS A CONTROLLING PERSON?
Included as controlling persons are ICON Companies and its Trustees and
officers. If you are a Trustee or officer, you have a duty to act to prevent
insider trading. Failure to fulfill such a duty may result in penalties as
described above.
PROCEDURES TO IMPLEMENT POLICY
The following procedures have been implemented to aid the
Directors/Trustees, officers and other Access Persons of ICON Companies in
avoiding insider trading, and to aid ICON Companies in preventing, detecting and
imposing sanctions against insider trading.
IDENTIFYING MATERIAL INSIDE INFORMATION
Before trading for yourself or others, including Managed Accounts, in the
securities of a company about which you may have potential inside information,
ask yourself the following questions:
- To whom has this information been provided? Has the information been
effectively communicated to the marketplace?
- Has this information been obtained from either the issuer or from
another source in breach of a duty to that source to keep the
information confidential?
- Is the information material? Is this information that an investor
would consider important in making his or her investment decisions? Is
this information that would affect the market price of the securities
if generally disclosed?
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REPORTING INSIDE INFORMATION
If, after consideration of the above, you believe that the information you
possess is material and nonpublic, or if you have questions as to whether the
information is material and nonpublic, you should take the following steps:
- Do not purchase or sell the securities on behalf of yourself or
others, including Managed Accounts.
- Do not communicate the information inside or outside of ICON
Companies, other than to the Chief Compliance Officer.
- Immediately advise the Chief Compliance Officer of the nature and
source of such information. The Chief Compliance Officer will review
the information with the Ethics Committee.
- Depending upon the determination made by the Ethics Committee, or by
the Chief Compliance Officer until the Committee can be convened, you
may be instructed to continue the prohibition against trading and
communication and the Chief Compliance Officer will place the security
on a restricted list or watch list, as described below. Alternatively,
if it is determined that the information obtained is not material
nonpublic information, you may be allowed to trade and communicate the
information.
WATCH AND RESTRICTED LISTS
Whenever the Ethics Committee or the Chief Compliance Officer determines
that a Director/Trustee, officer or other Access Person of ICON Companies is in
possession of material nonpublic information with respect to a company
(regardless of whether it is currently owned by any Managed Account), such
company will either be placed on a watch list or on a restricted list.
Watch List. If the security is placed on a watch list, the flow of the
information to other ICON Companies personnel will be restricted in order to
allow such persons to continue their ordinary investment activities. This
procedure is commonly referred to as a "Chinese Wall."
Restricted List. If the Ethics Committee or the Chief Compliance Officer
determines that material nonpublic information is in the possession of a
Director/Trustee, officer, or other Access Person of ICON Companies and cannot
be adequately isolated through the use of a Chinese Wall, the company will be
placed on a restricted list. While a company is on the restricted list, no
Investment Person shall initiate or recommend any transaction in any Managed
Account, and no Access Person will be pre-cleared to transact in any account in
which he or she has a beneficial interest, with respect to the securities of
such company. The Ethics Committee or the Chief Compliance Officer will also
have the discretion of placing a company on a restricted list even though no
"break in the Chinese Wall" has or is expected to occur with respect to the
material nonpublic information about the company. Such action may be taken by
such persons for the purpose of avoiding any appearance of the misuse of
material nonpublic information.
The Ethics Committee or the Chief Compliance Officer will be responsible
for determining whether to remove a particular company from the watch list or
restricted list. The only persons who will have access to the watch list or
restricted list are members of the Ethics Committee, Designated Legal or
Compliance Representatives and such persons who are affected by the information.
The watch list and restricted list are highly confidential and should under no
circumstances be discussed with or disseminated to anyone other than the persons
noted above.
PROTECTING INFORMATION
Directors/Trustees, officers and other Access Persons of ICON Companies
shall not disclose any nonpublic information (whether or not it is material)
relating to ICON Companies, its securities transactions or securities positions
of any Managed Account to any person outside ICON Companies (unless such
disclosure has been authorized by ICON Companies). Material nonpublic
information may not be communicated to anyone, including any Director/Trustee,
officer or other Access Person of ICON Companies, except as provided in this
Policy. Access to such information must be restricted. For example, access to
page 15
files containing material nonpublic information and computer files containing
such information should be restricted, and conversations containing such
information, if appropriate at all, should be conducted in private.
Directors/Trustees, officers and other Access Persons of ICON Companies
must refrain from communicating any information not publicly published about any
Managed Account's investment transactions or financial situation to anyone
unless absolutely necessary and authorized by ICON Companies as a part of the
regular course of business. Performance information, use of the Managed Accounts
as a reference, and release of other information about the Managed Accounts is
permitted only when a properly authorized representative of the applicable
Managed Account expressly agrees. Equal care and discretion must be used in
discussing or distributing information regarding investment strategies, reports
or recommendations.
To insure the integrity of the Chinese Wall and to avoid unintended
disclosures, it is important that all Access Persons take the following steps
with respect to confidential or nonpublic information:
- Do not discuss confidential information in public places such as
elevators, hallways or social gatherings.
- To the extent practical, limit access to the areas of the firm where
confidential information could be observed or overheard to persons
with a business need for being in the area.
- Avoid use of speaker phones in areas where unauthorized persons may
overhear conversations.
- Avoid use of wireless and cellular phones, or other means of
communication which may be intercepted.
- Where appropriate, maintain the confidentiality of Managed Account
identities by using code names or numbers for confidential projects.
- Exercise care to avoid placing documents containing confidential
information in areas where they may be read by unauthorized persons
and to store such documents in secure locations when they are not in
use.
- Destroy copies of confidential documents no longer needed for a
project unless required to be saved pursuant to applicable record
keeping policies or requirements.
- Refer to the Chief Compliance Officer without comment all inquiries
involving nonpublic information possessed by ICON Companies from
persons outside of ICON Companies, including the news media,
arbitrageurs, financial analysts and the general public.
ICON Companies personnel who become aware of a leak, whether deliberate or
otherwise, of nonpublic information relating to ICON Companies, or to any
company about which ICON Companies or its personnel have acquired such nonpublic
information, shall report the leak immediately to the Chief Compliance Officer.
For purposes of this section, a "leak" is defined to include any unauthorized
disclosure of nonpublic information about ICON Companies or any company about
which ICON Companies or its personnel have acquired information. A leak exists
when such disclosure has been made to a person or entity outside of ICON
Companies, or to an unauthorized person within ICON Companies.
RESPONSIBILITY TO MONITOR TRANSACTIONS
Compliance will monitor transactions of Managed Accounts and Access Persons
for which reports are received to detect the existence of any unusual trading
activities with respect to companies on the watch and restricted lists.
Compliance will immediately report any unusual trading activity directly to the
Ethics Committee, who will be responsible for determining what, if any, action
should be taken.
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TENDER OFFERS
Tender offers represent a particular concern in the law of insider trading
for two reasons. First, tender offer activity often produces extraordinary
fluctuations in the price of the target company's securities. Trading during
this time period is more likely to attract regulatory attention (and produces a
disproportionate percentage of insider trading cases). Second, the SEC has
adopted a rule which expressly forbids trading and "tipping" while in possession
of material nonpublic information regarding a tender offer received from the
tender offeror, the target company or anyone acting on behalf of either. Persons
subject to this Policy should exercise particular caution any time they become
aware of nonpublic information relating to a tender offer.
GIFT POLICY
All goods and services purchased by ICON Companies shall be obtained from
suppliers who offer the best price consistent with required standards of
service, quality, timeliness and reliability. To avoid any actual or perceived
conflict with this policy, the acceptance from any supplier of gifts or other
consideration of significant value by any Director/Trustee, officer or other
Access Person of ICON Companies is prohibited. This prohibition includes
donations of cash, goods or services for meetings, picnics or other similar
gatherings, costly entertainment or any other gift which could reasonably cause
the donor to expect to be favored as a supplier or influence ICON Companies to
so favor the donor. The following outlines ICON Companies' policy on giving and
receiving gifts to help us maintain these standards.
GIFT GIVING
Neither you nor members of your immediate family may give any gift, series
of gifts, or other thing of value, including cash, loans, personal services, or
special discounts ("Gifts") in excess of $100 per year to any Managed Account,
or any one person that does or seeks to do business with or on behalf of ICON
Companies or any Managed Account (collectively referred to herein as "Business
Relationships").
Gifts of substantial value between employees are also discouraged. Such
gifts are prohibited in those instances in which they might be interpreted as
attempts to influence personnel decisions.
GIFT RECEIVING
The solicitation of a Gift is prohibited (i.e., you may not request that a
gift, such as tickets to a sporting event, be given to you by a Business
Relationship).
Neither you nor members of your immediate family may receive any Gift of
material value from any single Business Relationship. A Gift will be considered
material in value if it influences or gives the appearance of influencing the
recipient.
In the event the aggregate fair market value of all Gifts received by you
from any single Business Relationship is estimated to exceed $250 in any
12-month period, you must immediately notify your manager. Managers who receive
such notification must report this information to the Chief Compliance Officer
if it appears that such Gifts may have improperly influenced the recipient.
CUSTOMARY BUSINESS AMENITIES
Customary business amenities are not considered Gifts so long as such
amenities are business related, reasonable in cost, appropriate as to time and
place, and neither so frequent nor so costly as to raise any question of
impropriety. Customary business amenities will typically not be considered Gifts
if the above-described guidelines are followed and the offeror accompanies you
to the event, or if you accompany the recipient. Customary business amenities
which you and, if appropriate, your guests, may accept (or give) include an
page 17
occasional meal, a ticket to a sporting event or the theater, green fees, an
invitation to a reception or cocktail party, or comparable entertainment. This
policy must be read in conjunction with applicable NASD rules regarding non-cash
compensation.
OUTSIDE EMPLOYMENT POLICY
No Inside Director/Trustee, officer or other Access Person of ICON
Companies shall accept employment or compensation as a result of any business
activity (other than a passive investment), outside the scope of his or her
relationship with ICON Companies unless such person has provided prompt written
notice of such employment or compensation to the Chief Compliance Officer, and,
in the case of securities-related employment or compensation, has received the
prior written approval of the Ethics Committee.
SUPERVISORY AND COMPLIANCE PROCEDURES
Supervisory procedures can be divided into two classifications; (i)
prevention of violations and (ii) detection of violations. Compliance review
procedures include preparation of special and annual reports, record maintenance
and review, and confidentiality preservation.
SUPERVISORY PROCEDURES
PREVENTION OF VIOLATIONS
To prevent violations of the Code, the Chief Compliance Officer should, in
addition to enforcing the procedures outlined in the Code:
1. Review and update the Code as necessary, at least once annually, including
but not limited to a review of the Code by the Ethics Committee and/or
counsel;
2. Answer questions regarding the Code;
3. Request from all persons upon commencement of services, and annually
thereafter, any applicable forms and reports as required by the Code; and
4. Maintain a continuing education program consisting of the following:
a) Orienting Directors/Trustees, officers, and other Access Persons who
are new to ICON Companies to the Code, and
b) Further educating Directors/Trustees, officers, and employees by
distributing memos or other materials that may be issued by outside
organizations such as the Investment Company Institute discussing the
issue of insider trading and other issues raised by the Code.
DETECTION OF VIOLATIONS
To detect violations of the Code, the Chief Compliance Officer should, in
addition to enforcing the procedures outlined in the Code:
- Review reports, confirmations, and statements relative to applicable
restrictions, as provided under the Code;
page 18
- Review the restricted and watch lists relative to applicable personal
and Managed Account trading activity, as provided under the Code;
- Conduct spot checks of certain information as noted under the Code.
COMPLIANCE PROCEDURES
REPORTS OF POTENTIAL DEVIATIONS OR VIOLATIONS
Upon learning of a potential deviation from, or violation of, the Code, the
Chief Compliance Officer shall prepare a written report to the Ethics Committee
providing full details and recommendations for further action. The Ethics
Committee shall thereafter take such action as it deems appropriate.
ANNUAL REPORTS
The Chief Compliance Officer shall prepare, at least annually, a written
report for the Ethics Committee. This report shall contain the following
information, and shall be confidential.
- Copies of the Code, as revised, including a summary of any changes
made during the past year;
- A summary of any violations requiring significant remedial action
during the past year; and
- Recommendations, if any, regarding changes in existing restrictions or
procedures based upon ICON Companies' experience under the Code,
evolving industry practices, or developments in applicable laws or
regulations.
The Chief Compliance Officer will report to the ICON Advisers and ICON
boards with respect to any of the above items to the extent that any Managed
Account is materially affected thereby.
RECORDS
Compliance shall maintain the following records:
- Files for personal securities transaction confirmations and account
statements, all reports and other forms submitted by Access Persons
pursuant to the Code and any other pertinent information. Such files
shall be stored in a secure location;
- A copy of each pre-clearance;
- A list of all persons who are, or have been, required to make reports
pursuant to the Code.
INSPECTION
The records and reports maintained by Compliance pursuant to the Code shall
at all times be available for inspection, without prior notice, by any member of
the Ethics Committee.
CONFIDENTIALITY
All procedures, reports and records monitored, prepared or maintained
pursuant to the Code shall be considered confidential and proprietary to ICON
Companies and shall be maintained and protected accordingly. Except as otherwise
required by law or the Code, such matters shall not be disclosed to anyone other
than to members of the Ethics Committee, as requested.
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THE ETHICS COMMITTEE
The Ethics Committee ("Committee") was formed to provide an effective
mechanism for monitoring compliance with the standards and procedures contained
in the Code and to take appropriate action at such times as violations or
potential violations are discovered.
MEMBERSHIP OF THE COMMITTEE
The Ethics Committee currently consists of senior compliance,
administration and investment staff. The composition of the Committee may be
changed from time to time.
COMMITTEE MEETINGS
The Committee shall generally meet quarterly or as often as necessary to
review operation of the compliance program and to consider technical deviations
from operational procedures, inadvertent oversights, or any other potential
violation of the Code. At such time as the Chief Compliance Officer learns of a
potential violation, he shall either present the information at the next regular
meeting of the Committee, or convene a special meeting. Committee meetings are
primarily intended for consideration of the general operation of the compliance
program and substantive or serious departures from standards and procedures in
the Code.
A Committee meeting may be attended, at the discretion of the Committee, by
such other persons as the Committee shall deem appropriate. Any individual whose
conduct has given rise to the meeting may also be called upon, but shall not
have the right to appear before the Committee.
It is not required that minutes of Committee meetings be maintained; in
lieu of minutes the Committee may issue a report describing issues reviewed and
any action taken. Any such report shall be included in the confidential file
maintained by the Chief Compliance Officer with respect to the particular person
or persons whose conduct has been the subject of the meeting.
SPECIAL DISCRETION
The Committee shall have the authority by unanimous action to exempt any
person or class of persons from all or a portion of the Code, provided that:
- The Committee determines, on advice of counsel, that the particular
application of all or a portion of the Code is not legally required;
- The Committee determines that the likelihood of any abuse of the Code
by such exempted person(s) is remote;
- The terms or conditions upon which any such exemption is granted is
evidenced in a written instrument; and
- The exempted person(s) agrees to execute and deliver to the Chief
Compliance Officer, at least annually, a signed Acknowledgment Form,
which shall, by operation of this provision, include a discussion of
such exemption and the terms and conditions upon which it was granted.
The Committee shall also have the authority by unanimous action to impose
such additional requirements or restrictions as it, in its sole discretion,
determines appropriate or necessary.
GENERAL INFORMATION ABOUT THE CODE OF CONDUCT
ENFORCEMENT
In addition to the penalties described elsewhere in the Code, upon
discovering a violation of the Code, ICON Companies may impose such sanctions as
page 20
it deems appropriate, including without limitation, a letter of censure or
suspension or termination of employment or personal trading privileges of the
violator. All material violations of the Code and any sanctions imposed with
respect thereto shall be reported periodically to the Directors/Trustees.
INTERNAL USE
The Code is intended solely for internal use by ICON Companies and does not
constitute an admission by or on behalf of such companies, their controlling
persons or persons they control, as to any fact, circumstance or legal
conclusion. The Code is not intended to evidence, describe or define any
relationship of control between or among any persons. Further, the Code is not
intended to form the basis for describing or defining any conduct by a person
that should result in such person being liable to any other person, except
insofar as the conduct of such person in violation of the Code may constitute
sufficient cause for ICON Companies to terminate or otherwise adversely affect
such person's relationship with ICON Companies.
FORMS
Attached are blank forms for use in complying with the Code. These forms
may be revised from time to time, as the Ethics Committee shall determine.
Please contact Compliance if you need additional forms or if you have any
questions.
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ICON COMPANIES CODE OF CONDUCT
ACKNOWLEDGEMENT FORM
This form must be completed by all ICON Employees upon commencement of
services and annually thereafter.
ACKNOWLEDGEMENT
I hereby acknowledge that I have received and reviewed the ICON Companies
Code of Conduct and that I understand its provisions and its applicability to
me. Furthermore, I acknowledge that, since the commencement of my employment or
other services with ICON Companies or the date of my last certification, I have
complied with the Code of Conduct and have disclosed or reported all applicable
securities transactions required thereunder.
INVESTMENT PERSONNEL:
All Investment Personnel must attach a completed Investment Personnel
Representation Form as of the date this acknowledgment is signed. Generally,
Investment Personnel include portfolio managers, research analysts, trading
department personnel, and other employees whose duties are to manage any client
account. See the Code of Conduct for a more complete definition of Investment
Personnel.
OUTSIDE TRUSTEES:
All Outside Trustees must attach a completed Outside Trustee Representation
Form as of the date this acknowledgment is signed.
Signature
- -------------------------------------
Name (Please print)
- ------------------------------------- --------------------------
Signature Date
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ICON COMPANIES CODE OF CONDUCT
REPORT OF SECURITIES OWNERSHIP
FOR PERIOD ENDED __________________
This form must be completed by all ICON Employees upon commencement of
services and annually thereafter. It should be attached to the Acknowledgment
Form.
PLEASE PROVIDE THE FOLLOWING INFORMATION:
List all Covered Securities Beneficially Owned (see the Code of Conduct for
explanations of the terms Covered Security and Beneficial Ownership). Note that
Covered Securities do not include mutual funds, U.S. government securities,
money market instruments (e.g., CDs, commercial paper), Exempt Investments
(e.g., life insurance or annuity contracts) and physical commodities:
SHARES/
SECURITY NAME AND TYPE PRINCIPAL
- ------------------------------------- ---------
1) _________________________________ _________
2) _________________________________ _________
3) _________________________________ _________
4) _________________________________ _________
5) _________________________________ _________
6) _________________________________ _________
7) _________________________________ _________
8) _________________________________ _________
9) _________________________________ _________
10) _________________________________ _________
Signature
Name (Please print):
---------------------------------------------
Signature: Date:
-------------------------- --------------------
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ICON COMPANIES CODE OF CONDUCT
INVESTMENT PERSONNEL REPRESENTATION FORM
This form must be completed by all Investment Personnel upon commencement
of services. It should be attached to the Acknowledgment Form. Generally,
Investment Personnel include portfolio managers, research analysts, trading
department personnel, and other employees whose duties are to manage any client
account. If this is your initial submission, complete parts one and two;
otherwise, complete part one only.
PLEASE PROVIDE THE FOLLOWING INFORMATION:
1. List all positions held (director, officer, other) with for-profit
entities other than ICON Companies:
ENTITY NAME POSITION
- ------------------------------------- ----------------------------------------
_____________________________________ ________________________________________
_____________________________________ ________________________________________
2. List all Covered Securities Beneficially Owned (see the Code of Conduct
for explanations of the terms Covered Security and Beneficial Ownership). Note
that Covered Securities do not include mutual funds, U.S. government securities,
money market instruments (e.g., CDs, commercial paper), Exempt Investments
(e.g., life insurance or annuity contracts) and physical commodities:
SHARES/
SECURITY NAME AND TYPE PRINCIPAL
- ------------------------------------- ---------
1) _________________________________ _________
2) _________________________________ _________
3) _________________________________ _________
4) _________________________________ _________
5) _________________________________ _________
6) _________________________________ _________
7) _________________________________ _________
8) _________________________________ _________
9) _________________________________ _________
10) _________________________________ _________
I have complied with the Investment Personnel information disclosure
provision of the Code of Conduct by including all of the information requested
above, if applicable.
Signature
Name (Please print):
---------------------------------------------
Signature: Date:
-------------------------- --------------------
page 24
ICON COMPANIES CODE OF CONDUCT
OUTSIDE TRUSTEE REPRESENTATION FORM
This form must be completed by all Outside Trustees upon commencement of
service and annually thereafter. It should be attached to the Acknowledgment
Form.
Representation
The undersigned serves as an Outside Trustee of ICON Funds. In addition to
complying with all applicable provisions of the Code of Conduct, I agree that I
will refrain from trading in any securities when I am in possession of
information regarding trading recommendations made or proposed to be made to any
client by ICON Companies or its officers or employees with respect to such
securities.
Signature
Name (Please print):
---------------------------------------------
Signature: Date:
-------------------------- --------------------
page 25
ICON COMPANIES CODE OF CONDUCT
ACCOUNT INFORMATION FORM
The following account information must be completed at least annually by
all ICON Employees, and updated whenever a new account is opened or an existing
account is closed. For further explanation of the terms Covered Security and
Exempt Investment, or for additional information on existing account
notification procedures, see the applicable section(s) in the Code of Conduct.
Note that Covered Securities do not include non-affiliated mutual funds, U.S.
government securities, money market instruments (e.g., CDs, commercial paper),
Exempt Investments (e.g., life insurance or annuity contracts) and physical
commodities.
PLEASE CHECK ONE OF THE FOLLOWING BOXES REGARDING YOUR BROKERAGE ACCOUNTS:
[ ] No, I do not have any open brokerage or commodity accounts.
[ ] Yes, I do have open brokerage or commodity accounts. With regard to
securities firms holding accounts for which I may be deemed a Beneficial
Owner, I agree to authorize ICON Companies to request and receive directly,
duplicate trade confirmations and duplicate account statements. I also
agree to notify Compliance in the event that a new account is opened or an
existing account is closed. All such Beneficially Owned accounts are listed
below.
ACCOUNT REGISTRATION AND
Firm Account Number Address
- ------------------------------------- ------------------------ ------------------------------
1) _________________________________ ________________________ ______________________________
2) _________________________________ ________________________ ______________________________
3) _________________________________ ________________________ ______________________________
4) _________________________________ ________________________ ______________________________
5) _________________________________ ________________________ ______________________________
If you do not exercise any direct or indirect influence or control over the
trading in any of the above account(s), you may exempt such account(s) from the
provisions of the Code of Conduct by completing the Certification Of
Non-Influence and Non-Control Form.
Signature
Name (Please print):
---------------------------------------------
Signature: Date:
-------------------------- --------------------
page 26
ICON COMPANIES CODE OF CONDUCT
CERTIFICATION OF NON-INFLUENCE AND NON-CONTROL FORM
The provisions of the ICON Companies Code of Conduct shall not apply to
purchases or sales affected in any account(s) over which you have no direct or
indirect influence or control.
Listed below are my Beneficially Owned accounts which I certify are not
subject to the Code of Conduct because I do not have any direct or indirect
influence or control over the trading in such account(s). I further certify that
I have had no communications with the person(s) responsible for management of
the account(s) that may have influenced an investment to be made or not to be
made for the account(s).
Account Type (e.g., trust,
Account Registration Account Number(S) hedge fund, etc.) Securities Firm Address
- -------------------- ----------------- -------------------------- -----------------------
____________________ _________________ __________________________ _______________________
____________________ _________________ __________________________ _______________________
____________________ _________________ __________________________ _______________________
Briefly describe below the reason you do not have direct or indirect
influence or control (e.g., independently managed trust, etc.):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Signature
Name (Please print):
--------------------------
Signature: Date:
------------------------------------ ------------------------
page 27
ICON COMPANIES CODE OF CONDUCT
OUTSIDE EMPLOYMENT FORM
All Inside Directors/Trustees, officers and other ICON Employees of any
ICON Companies must provide prompt written notice of outside employment or
compensation from any other person as a result of any business activity, other
than a passive investment. In the case of securities-related employment or
compensation, prior written approval must be received from the Ethics Committee.
COMPANY OR BUSINESS INFORMATION
Name: __________________________________________________________________________
Address: _______________________________________________________________________
Nature of Business: ____________________________________________________________
POSITION INFORMATION
Title, position or role: _______________________________________________________
Describe your responsibilities or role: ________________________________________
________________________________________________________________________________
Beginning date: ______________________________, to present.
TIME COMMITMENT
Amount of time devoted monthly: ___________________________________
Signature
Name (Please print):
--------------------------
Signature: Date:
------------------------------------ ------------------------
page 28
ICON COMPANIES
CODE OF CONDUCT PRE-CLEARANCE FORM
Employee Information
Employee Name: _____________________ Phone Extension: _____________________
Account Information
Account Name: _______________________________________________________________
Account Number: _____________________________________________________________
Name of Broker/Bank: ________________________________________________________
Transaction Detail
Transaction type (Buy/Sell/Short) $ Amount or # of Shares: ________________
Name of Security: ___________________________________________________________
If sale, date acquired: ____________________ Ticker Symbol: _________________
Investment Department Personnel
Complete the next section if you are an Investment Person (not required if
selling a security that is not held by Managed Accounts)
Indicate the primary reason(s) why the above transaction is not appropriate for
Managed Accounts at this time:
Investment is too risky for clients (provide reason)
__________________________________________ ___________________________________
Clients/funds are already exposed to industry.
__________________________________________ ___________________________________
Security is not included in the current ICON Companies database.
__________________________________________ ___________________________________
Insufficient information about the issuer or available information is not
favorable.
__________________________________________ ___________________________________
Investment is outside of clients'/funds' permitted
policies (e.g. short selling)
__________________________________________ ___________________________________
Due to the nature of my responsibilities, I am not in a position to recommend
this security to clients.
__________________________________________ ___________________________________
Other:
__________________________________________ ___________________________________
Signature Section
By submitting this completed form to the Compliance department, I certify that
the information provided is true, and that the appropriate representations below
are true:
Analyst's Representation: I have discussed this transaction with my supervisor
and I am not recommending this investment for purchase or sale by any Managed
Accounts, or my prior recommendation was rejected.
Access Person's Representation (including Analysts): My trading in this security
is not based on any material nonpublic information. I understand that
pre-clearance will be in effect for five business days from the date of
approval.
Employee Signature: Date:
------------------------------------ ----------------
Investment Committee Representative: Date:
------------------- ---------------
Ethics Committee Representative: Date:
(if required)
----------------------- ---------------
Designated Compliance Representative: Date:
------------------ ----------------
page 29
ICON COMPANIES CODE OF CONDUCT
QUARTERLY TRANSACTIONS REPORT
FOR CALENDAR QUARTER ENDED
SECURITY DESCRIPTION
(INCLUDE ISSUER, TYPE, MATURITY & RATE, SHARES/ TRANSACTION
DATE AS APPLICABLE) PRINCIPAL TYPE (BUY/SELL) PRICE BROKER
- ---------- --------------------------------------- --------- --------------- ----- ------
__________ _______________________________________ _________ _______________ _____ ______
__________ _______________________________________ _________ _______________ _____ ______
__________ _______________________________________ _________ _______________ _____ ______
__________ _______________________________________ _________ _______________ _____ ______
__________ _______________________________________ _________ _______________ _____ ______
__________ _______________________________________ _________ _______________ _____ ______
[ ] I have authorized ICON Companies to receive duplicate confirms and account
statements from all of my broker-dealer accounts.
[ ] I have not opened any new broker-dealer accounts during the quarter ended
as of the above date, or have completed an Account Information Form for all
such accounts.
- ------------------------------------ --------------------------
Signature Date
- -----------------------------------------------
Print Name