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Exhibit 11(a)
THE EUROPEAN WARRANT FUND, INC.
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
PURSUANT TO THE SARBANES-OXLEY ACT OF 2002
I. INTRODUCTION
Section 406 of the Sarbanes-Oxley Act of 2002 directed the Securities and
Exchange Commission (the "SEC") to adopt rules requiring companies to disclose
whether or not they have adopted a code of ethics for senior financial officers,
and if not, why not. The SEC has adopted rules requiring registered investment
companies to make such disclosures. These rules extend coverage to chief
executive officers as well as senior financial officers, and require disclosure
of waivers or substantive changes in any code. This Code of Ethics ("Code")
addresses these new requirements, and is different in nature and scope from the
code of ethics that was previously adopted as required under Section 17(j) of
the Investment Company Act of 1940 (the "1940 Act") and Rule 17j-1 thereunder,
which focuses on personal trading activities.
II. POLICY STATEMENT
It is the policy of The European Warrant Fund, Inc. (the "Fund") to
conduct its affairs in accordance with all applicable laws and governmental
rules and regulations. This Code has been adopted by the Fund's Board of
Directors (the "Board") and applies to the persons appointed by the Board as
Principal Executive Officer, Chief Financial Officer and Principal Accounting
Officer and any persons performing similar functions, all as identified in
Exhibit A, as modified from time to time (the "Covered Officers"). Each Covered
Officer is personally responsible for adhering to the standards and restrictions
imposed by applicable laws, rules and regulations, including those relating to
affiliated transactions, accounting and auditing matters. This Code is designed
to deter wrongdoing and promote:
- honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
- full, fair, accurate, timely and understandable disclosure in the
reports and documents the Fund files with, or submits to, the SEC
and in other public communications made by the Fund;
- compliance with applicable laws and governmental rules and
regulations;
- prompt internal reporting of violations of this Code to the
appropriate person; and
- accountability for adherence to this Code.
This Code covers a broad range of business practices. It does not cover
every issue that may arise, but it sets out basic principles to guide Covered
Officers. In this regard, each Covered Officer must:
- act with integrity, including being honest and candid while still
maintaining the confidentiality of information where required by law
or the Fund's policies;
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- observe both the form and spirit of laws, governmental rules and
regulations, and accounting standards;
- adhere to a high standard of business ethics; and
- place the interests of the Fund and its shareholders before the
Covered Officer's own personal interests.
All activities of Covered Officers should be guided by and adhere to these
fiduciary standards. Covered Officers should not hesitate to use available
resources whenever it is desirable to seek clarification. Covered Officers are
encouraged to consult with the senior compliance officer of the Fund's
investment adviser (the "Compliance Officer") when in doubt about the best
course of action in a particular situation.
III. CONFLICTS OF INTEREST
Covered Officers should handle ethically actual and apparent conflicts of
interest. A "conflict of interest" occurs when a Covered Officer's personal
interests interfere with the interests of, or his service to, the Fund and its
shareholders. A conflict of interest can arise when a Covered Officer takes
actions or has interests that may make it difficult to perform his duties as a
Fund officer objectively and effectively. Service to the Fund should never be
subordinated to either a direct or indirect personal gain or advantage.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Fund and already are subject to conflict of interest
provisions in the 1940 Act and the Investment Advisers Act of 1940. For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with the Fund because of
their status as "affiliated persons" of the Fund. The Fund's and the investment
adviser's compliance programs and procedures are designed to prevent, or
identify and correct, violations of these provisions. This Code does not, and is
not intended to, repeat or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Fund and the investment adviser of which the Covered Officers are
also officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Fund or for the adviser, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the adviser and the
Fund. The participation of the Covered Officers in such activities is inherent
in the contractual relationship between the Fund and the adviser and is
consistent with the performance by the Covered Officers of their duties as
officers of the Fund. Thus, if performed in conformity with the provisions of
the 1940 Act and the Investment Advisers Act, such activities will be deemed to
have been handled ethically. In addition, this Code recognizes that the Covered
Officers may also be officers or employees of one or more other investment
companies covered by other codes. Nevertheless, each Covered Officer recognizes
that, as an officer of the Fund, he has a duty to act in the best interests of
the Fund and its shareholders.
Each Covered Officer must:
- avoid conflicts of interest wherever possible;
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- not use his personal influence or personal relationships improperly
to influence investment decisions or financial reporting by the Fund
whereby the Covered Officer would benefit personally to the
detriment of the Fund;
- not cause the Fund to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit the Fund; and
- not engage in personal, business or professional relationships or
dealings which would impair his independence of judgment or
adversely affect the performance of his duties in the best interests
of the Fund and its shareholders.
IV. ACCURACY OF REPORTS, RECORDS AND ACCOUNTS
All Covered Officers are responsible for the accuracy of the records and
reports that they are responsible for maintaining. Each Covered Officer shall
seek to obtain additional resources if he believes that existing resources are
inadequate to enable the Fund to provide full, fair and accurate financial
information and other disclosure to regulators and Fund shareholders. Accurate
information is essential to the Fund's ability to meet legal and regulatory
obligations. The books and records of the Fund shall meet the highest standards
and accurately reflect the true nature of the transactions they record. The
Covered Officers must not create false or misleading documents or accounting,
financial or electronic records for any purpose, and must not direct any other
person to do so. If a Covered Officer becomes aware that information filed with
the SEC or made available to the public contains any false or misleading
information or omits to disclose necessary information, he shall promptly report
it to the Compliance Officer for a determination as to what, if any, corrective
action is necessary or appropriate.
No undisclosed or unrecorded account or fund shall be established for any
purpose. No false or misleading entries shall be made in the Fund's books or
records for any reason. No disbursement of Fund assets shall be made without
adequate supporting documentation or for any purpose other than as described in
the Fund's documents or contracts.
V. FUND'S DISCLOSURE CONTROLS AND PROCEDURES
Each Covered Officer is required to be familiar, and comply, with the
Fund's disclosure controls and procedures. In addition, each Covered Officer
having direct or supervisory authority regarding SEC filings or the Fund's other
public communications should, to the extent appropriate within his area of
responsibility, consult with other Fund officers and take other appropriate
steps regarding these disclosures with the goal of making full, fair, accurate,
timely and understandable disclosure.
Each Covered Officer must:
- familiarize himself with the disclosure requirements generally
applicable to the Fund as well as the business and financial
operations of the Fund;
- not knowingly misrepresent, or cause others to misrepresent, facts
about the Fund to others, whether within or outside the Fund,
including to the Board, auditors, and legal counsel and to
governmental regulators and self-regulatory organizations; and
- ensure that reasonable steps are taken within his area of
responsibility to promote full, fair, accurate, timely and
understandable disclosure in all regulatory filings, as well as
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when communicating with the Fund's shareholders or the general
public, in accordance with applicable law; and
- Consistent with his or her responsibilities, exercise appropriate
supervision over and assist relevant Fund service providers in
developing financial information and other disclosure that complies
with relevant law and presents information in a clear,
comprehensible and complete manner.
VI. COMPLIANCE, REPORTING AND RECORDKEEPING
Any covered Officer who violates the provisions of this Code will be
subject to disciplinary action and appropriate sanctions, up to and including
termination. Sanctions shall be imposed by the Fund's Audit Committee, subject
to review by the full Board, in its sole discretion. Depending on the nature and
severity of the violation, the Fund may refer such violation to appropriate
authorities for civil action or criminal prosecution.
Each Covered Officer shall:
- upon adoption of the Code or upon becoming a Covered Officer, sign
and submit an initial acknowledgement (attached as Exhibit B)
confirming that he has received, read, and understands the Code;
- annually sign and submit an annual acknowledgment (attached as
Exhibit C) confirming that he has complied with the requirements of
the Code;
- not retaliate against any Covered Officer or other person for making
reports of potential violations in good faith; and
- notify the Compliance Officer of any actual or potential violation
of the Code. Failure to do so is itself a violation of this Code.
The Compliance Officer is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. The Compliance Officer shall
take all action it considers appropriate to investigate any actual or potential
violations reported to it, and the Compliance Officer is authorized and
encouraged to consult, as appropriate, with the Chairman of the Audit Committee
and counsel to the Fund. Any matter that the Compliance Officer believes is a
violation of this Code will be reported to the Audit Committee.
The Audit Committee is responsible for granting waivers from the terms and
provisions of this Code, as it deems appropriate. A waiver of any provision of
this Code shall be requested whenever there is a reasonable likelihood that a
contemplated action will violate the Code. A "waiver" is defined as the approval
by the Fund of a material departure from any provision of the Code.
The waiver process shall consist of the following steps:
- The Covered Officer shall set forth a request for waiver in writing.
The request shall describe the conduct, activity or transaction for
which the Covered Officer seeks a waiver, and shall briefly explain
the reason for engaging in the conduct, activity or transaction.
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- The determination with respect to the waiver shall be made in a
timely fashion by the Compliance Officer, in consultation with the
Fund's counsel, and submitted to the [Audit Committee] for review and
approval.
- The decision with respect to the waiver requested shall be documented
and kept in the Fund's records for the appropriate period mandated by
applicable law or regulation.
To the extent required by applicable law, waivers (including "implicit
waivers") shall be publicly disclosed on a timely basis. An "implicit waiver" is
defined as the Fund's failure to take action within a reasonable period of time
regarding a material departure from a provision of this Code that has been made
known to an "executive officer" of the Fund. For this purpose, an "executive
officer" is the Fund's President or Principal Executive Office, Vice President
(who is in charge of a principal policymaking function), or any other person who
performs similar policymaking functions for the Fund. If a material departure
from a provision of this Code is known only by the Covered Person that has
caused the material departure from the Code, the material departure from the
Code will not be considered to have been made known to an executive officer of
the Fund for purposes of determining whether there has been an implicit waiver.
The Fund will maintain and preserve for a period of not less than six (6)
years from the date such action is taken, the first two (2) years in an easily
accessible place, a copy of the information or materials supplied to the Audit
Committee and/or Board: (i) that provided the basis for any amendment or waiver
to this Code, and (ii) relating to any violation of the Code and sanctions
imposed for such violation, together with a written record of the approval or
action taken by the Audit Committee and/or Board.
VII. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Fund for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Fund or the Fund's investment adviser govern or
purport to govern the behavior or activities of the Covered Officers who are
subject to this Code, they are superseded by this Code to the extent that they
overlap or conflict with the provisions of this Code. The joint code of ethics
of the Fund and its investment adviser under Rule 17j-1 under the 1940 Act is
not part of this Code.
VIII. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by the Board.
IX. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the Board and the Fund's counsel.
X. DISCLOSURE
The Fund must disclose this Code, any substantive amendments and any
waivers (including
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implicit waivers) by: (i) filing with the SEC a copy of the Code, any such
amendments and waivers in the Fund's annual report on Form N-CSR; or (ii)
posting the text of this Code, any such amendments and waivers on the Fund's
Internet website and disclosing in each report on Form N-CSR, its Internet
address and the fact that it has posted this Code on the website; or (iii)
undertaking in each report on Form N-CSR to provide to any person without
charge, upon request, a copy of this Code, any such amendments and waivers and
explain the manner in which such request may be made.
Adopted: September 24, 2003
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EXHIBIT A
"Covered Officers" covered by this Code of Ethics for Principal Executive
and Senior Financial Officers:
<Table>
Michael K. Quain President (and principal executive
officer for purposes of compliance with
the Sarbanes-Oxley Act of 2002 (the
"Act")
Craig M. Giunta Secretary, Treasurer and Chief Financial
Officer (and principal accounting
officer for purposes of Section 32(b) of
the Investment Company Act of 1940, as
amended, and principal financial officer
for purposes of compliance with the Act)
</Table>
September 24, 2003
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EXHIBIT B
INITIAL ACKNOWLEDGEMENT
I acknowledge that I have received and read a copy of the Code of Ethics
for Principal Executive and Senior Financial Officers (the "Code") and that I
understand it. I further acknowledge that I am responsible for understanding and
complying with the policies set forth in the Code during my tenure as a Covered
Officer, as defined in the Code.
I also acknowledge my responsibility to report any violation of the Code.
Covered Officer Name and Title:
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(PLEASE PRINT)
- --------------------------------------------------------------------------------
Signature Date
PLEASE RETURN THIS COMPLETED FORM TO THE COMPLIANCE OFFICER WITHIN ONE WEEK FROM
THE DATE OF YOUR RECEIPT OF A REQUEST TO REVIEW THESE DOCUMENTS.
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EXHIBIT C
ANNUAL ACKNOWLEDGEMENT
I acknowledge that I have received and read a copy of the Code of Ethics
for Principal Executive and Senior Financial Officers (the "Code") and that I
understand it. I further acknowledge that I am responsible for understanding and
complying with the policies set forth in the Code during my tenure as a Covered
Officer, as defined in the Code.
I also acknowledge that I have fully complied with the terms and provisions
of the Code during the period of time since the most recent Initial or Annual
Acknowledgement provided by me.
Covered Officer Name and Title:
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(PLEASE PRINT)
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Signature Date
PLEASE RETURN THIS COMPLETED FORM TO THE COMPLIANCE OFFICER WITHIN ONE WEEK FROM
THE DATE OF YOUR RECEIPT OF A REQUEST TO COMPLETE AND RETURN IT.
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