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CODE OF ETHICS
OLD MUTUAL CAPITAL, INC.
OLD MUTUAL INVESTMENT PARTNERS
OLD MUTUAL FUND SERVICES
OLD MUTUAL SHAREHOLDER SERVICES, INC.
Dated: April 2005
Executive Summary
This is a summary of the restrictions and reporting/certification requirements
imposed on Access Persons and Affiliated Persons by this Code. Capitalized terms
are defined in Section II of the Code. Do not rely on this summary as a complete
statement of the restrictions and reporting/certification requirements. Please
refer to the appropriate section of the Code for more complete information.
THE FOLLOWING APPLY TO ALL ACCESS PERSONS AND AFFILIATED PERSONS UNLESS
OTHERWISE STATED IN THE CODE:
o Do not defraud, mislead or manipulate any Client in connection with the
Purchase or Sale of a Security.
o Do not defraud, mislead or manipulate any Client in connection with the
allocation of brokerage.
o Do not recommend any vendor or supplier without disclosing any personal
investment or other interest in the vendor or supplier.
o Do not use knowledge about pending or currently considered securities
transactions for Clients to profit personally, directly or indirectly,
as a result of such securities.
o Do not recommend any transaction in a Security or a Limited Offering
for any Client without having disclosed the Access Person's or
Affiliated Person's interest, if any, in such Security or Limited
Offering or the issuer thereof.
o Do not participate in a decision regarding a proposed transaction
involving any Client and an entity in which the Access Person or
Affiliated Person has a Significant Financial Interest, or a management
or control position, without prior approval by the Chief Compliance
Officer or the General Counsel.
o Do not accept any position with any unaffiliated company, partnership
or other entity until approved by the Review Officer.
o Do not accept any Gift worth more than $100 from the same person or
entity doing business with Old Mutual Capital in a one year period
unless approved by the Review Officer.
o Do not consider any Gift when exercising fiduciary duties on behalf of
a Client.
o Managed Funds must be held for a minimum of 90 calendar days before you
can sell at a profit.
o Submit duplicate Trade Confirmations and Account Statements to the
Compliance Department.
o Immediately report any Beneficial Ownership of more than 5% of an
entity's outstanding shares to the Review Officer.
o Submit a signed and dated Annual Certification to the Review Officer.
o Submit a signed and dated written acknowledgement of receipt of this
Code of Ethics to the Review Officer as soon as practical.
THE FOLLOWING APPLY TO ALL ACCESS PERSONS UNLESS OTHERWISE STATED IN THE CODE:
o Do not acquire Beneficial Ownership of a Security as part of an Initial
Public Offering.
o Do not profit from the Purchase and Sale or Sale and Purchase of
Beneficial Ownership in the same Security within a 60 calendar day
period.
o Pre-clear every Purchase or Sale of Beneficial Ownership in a Security
with the Review Officer.
o Pre-clear every Purchase or Sale of Beneficial Ownership in a Limited
Offering with the Limited Offering Review Committee.
o Nonresident Directors must pre-clear every Purchase of a Security that
is part of an Initial Public Offering.
o Submit a signed and dated Quarterly Transaction Report to the
Review Officer no later than 30 days after the end of each calendar
quarter.
o Submit a signed and dated Initial Holdings Report to the Review
Officer no later than 10 days after becoming an Access Person.
o Submit a signed and dated Annual Holdings Report to the Review Officer
Code of Ethics
This Code of Ethics has been adopted by Old Mutual Capital, Inc., Old Mutual
Investment Partners, Old Mutual Fund Services, and Old Mutual Shareholder
Services, Inc. (collectively "Old Mutual Capital") in accordance with Rule
204A-1 under the Investment Advisers Act of 1940 (the "Advisers Act"), Rule
17j-1 under the Investment Company Act of 1940 (the "Company Act"), and the
Recommendations of the Investment Company Institute Advisory Group on Personal
Investing. Rule 204A-1 under the Advisers Act requires an adviser's code of
ethics to set forth standards of conduct and to address personal trading. Rule
17j-1 under the Company Act prohibits persons who are actively engaged in the
management, portfolio selection or underwriting of registered investment
companies from participating in fraudulent or manipulative practices in
connection with the Purchase or Sale of securities held or to be acquired by
those investment companies. Old Mutual Capital Affiliated Persons(1) are
required to comply with applicable Federal securities laws.
I. Statement of General Principles
Old Mutual Capital owes its Clients a fiduciary duty to act solely in their best
interests. As such, Old Mutual Capital Affiliated Persons are required to
conduct themselves in a manner that places the best interests of any Client
before their own. While Old Mutual Capital has complete confidence in the
integrity and good faith of its Affiliated Persons, Old Mutual Capital believes
it is important to set forth, in writing, the general principles that should
guide the daily conduct of all Old Mutual Capital Affiliated Persons. Old Mutual
Capital believes these general principles to be the following:
o The interests of Old Mutual Capital's Clients are paramount. All
Old Mutual Capital Affiliated Persons must conduct themselves and
their operations to give maximum effect to this tenet by always
placing Client interests before their own.
o The personal securities transactions of Old Mutual Capital
Affiliated Persons must be accomplished in a manner that seeks to
avoid conflicts with Client interests.
o Old Mutual Capital Affiliated Persons must always avoid actions or
activities that allow, or appear to allow, them to profit or
benefit from their position with respect to Clients, or that would
otherwise bring into question their independence or judgment.
o Information concerning the identity of specific security holdings
and financial circumstances of Clients is strictly confidential.
Old Mutual Capital Affiliated Persons are expected to maintain
such confidentiality, secure such information and disclose it only
to other Affiliated Persons with a need to know that information
in order to do their job. Affiliated Persons are also required to
strictly follow Old Mutual Capital's Holdings Disclosure Policy.
o All Old Mutual Capital Affiliated Persons will conduct themselves
honestly, with integrity and in a professional manner to preserve
and protect Old Mutual Capital's reputation.
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(1) The term Affiliated Persons includes all Access Persons and Nonresident
Directors of Old Mutual Capital. Refer to Section II of this Code for
definitions.
II. Definitions
Access Person, unless otherwise stated, means (a) any officer or
director of Old Mutual Capital (b) any Affiliated Person of Old Mutual
Capital who has access to nonpublic information regarding Clients'
Purchases or Sales of Securities, is involved in making Securities
recommendations to Clients or who has access to such recommendations
that are nonpublic or (c) any other person so designated by the Review
Officer. The term does not include any officer, director or employee of
Old Mutual Capital or any Old Mutual Capital subsidiary that is subject
to a code of ethics that has been reviewed and approved by Old Mutual
Capital, Inc.
Affiliated Fund means any mutual fund where Old Mutual Capital or a
control affiliate acts as the investment adviser or principal
underwriter for the mutual fund. A list of Affiliated Funds is
available from the Compliance Department.
Affiliated Person means any officer, director or employee of Old Mutual
Capital or any Old Mutual Capital subsidiary and any other person so
designated by the Review Officer. The term does not include any
officer, director or employee of Old Mutual Capital or any Old Mutual
Capital subsidiary that is subject to a code of ethics that has been
reviewed and approved by Old Mutual Capital, Inc.
Beneficial Ownership means any direct or indirect pecuniary interest in
or any direct or indirect influence or control over a security. An
example of influence or control is any voting or investment discretion.
In general, an Access Person will be considered the beneficial owner of
any security held in the name of (i) a spouse or domestic partner, (ii)
a minor child, (iii) a relative who resides in the Access Person's
house, or (iv) any other person if the Access Person has direct or
indirect influence or control over the security. Overall, Beneficial
Ownership will be determined in accordance with Section 16 of the
Securities Exchange Act of 1934.
Client means any investment company, or any of its portfolios,
registered under the Company Act and any separately managed account for
which Old Mutual Capital acts as investment adviser or sub-adviser.
Exchange Traded Funds (ETFs) are portfolios of securities that trade
throughout the day on an exchange. A closed-end mutual fund is not an
ETF. See the Compliance Department for Old Mutual Capital's listing of
ETFs, organized as open-end mutual funds, that are permissible for
investment subject to receiving pre-clearance. The listing will be
updated on a regular basis by the Compliance Department. Employees
desiring to transact in ETFs not then currently included in the listing
may approach the Compliance Department for consideration of whether the
ETF may be included in the listing.
High Quality Short-Term Debt Instruments means any instrument that has
a maturity at issuance of less than 366 days and that is rated in one
of the two highest rating categories by a Nationally Recognized
Statistical Rating Organization. HOLDRs are trust-issued receipts that
represent Beneficial Ownership of a specified group of stocks, in a
particular industry, sector or group.
Initial Public Offering means an offering of securities registered
under the Securities Act of 1933, the issuer of which, immediately
before the registration, was not subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934.
Limited Offering means an offering that is exempt from registration
under the Securities Act of 1933 pursuant to Section 4(2) or Section
4(6) or pursuant to Rules 504, 505, or 506 under the Securities Act of
1933. The term includes so-called private placements such as any
investment limited partnership that is exempt from registration.
Limited Offering Review Committee means the committee members
identified in the Pre-Clearance Procedures and Conditions for Limited
Offerings, which are attached to this Code as Exhibit A.
Managed Fund means any registered investment company managed by Old
Mutual Capital except for money market mutual funds or other short-term
fixed income funds appropriate for short-term investing.
Municipal Fund Security means a security, issued by a state or local
government, which is similar to a registered investment company but is
generally exempt from the Act.
Nonresident Director means any director of Old Mutual Capital who (a)
is not an officer, employee or shareholder of an investment adviser,
(b) does not maintain a business address at the adviser, (c) does not,
in the ordinary course of his business, receive or have access to
current information regarding the Purchase or Sale of securities by the
investment adviser, information regarding recommendations concerning
the Purchase or Sale of securities by the investment adviser or
information regarding securities being considered for Purchase or Sale
by the investment adviser.
Personal Account means any security account maintained at a
broker-dealer or bank in which an Access Person has Beneficial
Ownership. For example, a Personal Account would include any brokerage
account maintained by an Access Person or the spouse of an Access
Person at Merrill Lynch, Ameritrade or at any other discount or full
service broker.
Purchase or Sale includes, among other things, every direct or indirect
acquisition or sale and the writing of an option to purchase or sell a
Security.
Review Officer means the Chief Compliance Officer, or his/her designee.
Related Security means any Security whose value directly fluctuates as
a result of a change in the value of a Security or Limited Offering.
Security has the same meaning as that set forth in Section 2(a)(36) of
the Company Act. It includes such things as stocks, options, municipal
bonds and most corporate bonds. It does not include transactions and
holdings in direct obligations of the U.S. Government, bankers'
acceptances, bank certificates of deposit, commercial paper, High
Quality Short-Term Debt Instruments, repurchase agreements, unit
investment trusts (if the unit investment trust is invested exclusively
in unaffiliated mutual funds), shares of money market funds, or shares
of other types of mutual funds (except Affiliated Funds and Exchange
Traded Funds).
Significant Financial Interest means 5% or more of the outstanding
shares of an issuer or a management or control position with the
issuer.
III. Prohibited Activities and Required Actions
THE FOLLOWING RESTRICTIONS APPLY TO ALL ACCESS PERSONS AND AFFILIATED
PERSONS:
Conflicts of Interest:
o Do not defraud, mislead or manipulate any Client in connection with
the Purchase or Sale of a Security.
Access Persons and Affiliated Persons are prohibited
from directly or indirectly using any act, device,
scheme, artifice, practice or course of conduct to
defraud, mislead or manipulate any Client in
connection with the Purchase or Sale of a Security.
Access Persons and Affiliated Persons are also
prohibited from making any untrue statement of
material fact to any Client and from omitting to
state a material fact necessary in order to make the
statement made to any Client, under the
circumstances, not misleading.
o Do not defraud, mislead or manipulate any Client in connection with
the allocation of brokerage.
Access Persons and Affiliated Persons are prohibited
from directly or indirectly using any act, device,
scheme, artifice, practice or course of conduct to
defraud, mislead or manipulate any Client in
connection with the allocation of brokerage. Access
Persons and Affiliated Persons are required to act in
the best interests of Clients regarding execution and
other costs paid by Clients for brokerage services.
As part of this principle, Access Persons and
Affiliated Persons will strictly adhere to Old Mutual
Capital's policies and procedures regarding brokerage
and trade allocation.
o Do not recommend any vendor or supplier without disclosing any personal
investment or other interest in the vendor or supplier.
Access Persons and Affiliated Persons are required to
disclose any personal investment or other interest in
a vendor or supplier with respect to which the person
negotiates or makes decisions on behalf of Old Mutual
Capital. Access Persons and Affiliated Persons with
such interests are prohibited from negotiating or
making decisions regarding Old Mutual Capital's
business with respect to those companies unless such
person has disclosed such interest to either the
Chief Compliance Officer ("CCO") or the General
Counsel ("GC") and has obtained from either the CCO
or GC prior approval to be involved in negotiations
or decision-making with respect to such vendor or
supplier.
o Do not use knowledge about pending or currently considered
securities transactions for Clients to profit personally, directly
or indirectly, as a result of such securities.
Access Persons and Affiliated Persons are prohibited
from directly or indirectly using knowledge about
pending or currently considered securities
transactions for Clients to profit personally.
o Do not recommend any transaction in a Security or a Limited
Offering for any Client without having disclosed the Access
Person's or Affiliated Person's interest, if any, in such Security
or Limited Offering or the issuer thereof, including without
limitation:
(a) the Access Person's or Affiliated Person's direct
or indirect Beneficial Ownership of any Security
or Limited Offering of such issuer;
(b) any contemplated transaction by the Access Person
or Affiliated Person in such Security or Limited
Offering;
(c) any position the Access Person or Affiliated
Person has with such issuer or its affiliates
(for example, a directorship); and
(d) any present or proposed business relationship
between such issuer or its affiliates and the
Access Person or Affiliated Person or any party
in which the Access Person or Affiliated Person
has a significant interest.
o Do not participate in a decision regarding a proposed transaction
involving any Client and an entity in which the Access Person or
Affiliated Person has a Significant Financial Interest, or a
management or control position, without prior approval by the
Chief Compliance Officer or General Counsel.
Access Persons and Affiliated Persons are prohibited
from participating in a decision regarding a proposed
transaction involving any Client and an entity in
which the Access Person or Affiliated Person has a
Significant Financial Interest, or with which the
Access Person or Affiliated Person has a management
or control position, unless the Access Person or
Affiliated Person has obtained prior approval from
the Chief Compliance Officer or General Counsel.
The Access Person or Affiliated Person must, in all
cases, disclose to the Chief Compliance Officer or
General Counsel the extent of his or her financial
interest in the entity, any management or control
relationship the Access Person or Affiliated Person
has with the entity, and any existing or contemplated
transaction(s) by the Access Person or Affiliated
Person in, or with, the entity, including any
existing or proposed business relationship.
In determining whether to permit the proposed
transaction involving any Client, the Chief
Compliance Officer or General Counsel will consider,
among other things, whether the transaction would be
consistent with the best interests of any Client and
whether the Access Person's or Affiliated Person's
interest in, or relationship with, the entity would
result in a conflict or the appearance of a conflict
with the interests of any Client.
The Chief Compliance Officer or the General Counsel,
at their discretion, may determine after they have
received disclosure from the Access Person or
Affiliated Person regarding his or her financial
interest in, relationship with, and any contemplated
transactions in or with the entity that the Access
Person or Affiliated Person need not be recused from
participating in the decision regarding the proposed
transaction involving any Client if the Chief
Compliance Officer or General Counsel determines,
based on an analysis of the facts and circumstances,
that the Access Person's or Affiliated Person's
relationship with the entity is not significant and
would not present a material conflict with the
interests of any Client.
The Chief Compliance Officer or General Counsel will
maintain records of (1) disclosure made by the Access
Person or Affiliated Person relating to the Access
Person's or Affiliated Person's financial interest
in, relationship with, and any contemplated
transactions in or with the entity and (2) the
reasons supporting any decision by the Chief
Compliance Officer or General Counsel to permit the
Access Person or Affiliated Person to participate in
the decision regarding the proposed transaction
involving any Client.
Positions with a Company, Partnership or other Entity
o Do not accept any position with any unaffiliated company, partnership
or other entity until approved by the Review Officer.
Access Persons and Affiliated Persons shall not
accept a position as a director, trustee, general
partner or officer of an unaffiliated public or
private company or partnership until the Review
Officer approves accepting the position.
In general, the Review Officer will approve the
acceptance of these positions if they are consistent
with Client interests.
Gifts
o Do not accept any Gift worth more than $100 from the same person
or entity doing business with Old Mutual Capital in a one year
period unless approved by the Review Officer.
Access Persons and Affiliated Persons are prohibited
from accepting any gift, favor, gratuity or other
item ("Gift") with a fair market value greater than
$100 from the same person or entity doing business
with Old Mutual Capital in a one year period unless
the Review Officer approves the Gift.
A Gift does not include occasional participation in
lunches, dinners, cocktail parties, sporting
activities or similar gatherings conducted for
business purposes.
o Do not consider any Gift when exercising fiduciary duties on behalf of
a Client.
Access Persons and Affiliated Persons are prohibited
from considering any Gift offered or already received
by them or their family when exercising their
fiduciary duties on behalf of a Client.
THE FOLLOWING RESTRICTIONS APPLY TO ALL ACCESS PERSONS UNLESS OTHERWISE
STATED:
Personal Transactions in a Security:
o Do not acquire Beneficial Ownership of a Security as part of an
Initial Public Offering.
Access Persons, who are not Nonresident Directors,
are prohibited from directly or indirectly acquiring
Beneficial Ownership in a Security as part of an
Initial Public Offering. This restriction does not
apply to indirect acquisitions of Beneficial
Ownership in a Security as part of an Initial Public
Offering that occurs as a result of an Access
Person's investment in a registered investment
company.
o Do not acquire Beneficial Ownership of HOLDRs
Access Persons, who are not Nonresident Directors,
are prohibited from directly or indirectly acquiring
Beneficial Ownership in HOLDRs. This restriction does
not apply to indirect acquisitions of Beneficial
Ownership in HOLDRs that occurs as a result of an
Access Person's investment in a registered investment
company.
o Do not profit from the Purchase and Sale or Sale and Purchase of the
same Security within a 60 calendar day period.
Access Persons, who are not Nonresident Directors,
are prohibited from profiting from the Purchase and
Sale or Sale and Purchase of the same Security within
a 60 calendar day period.
This restriction does not apply to transactions:
deemed by the Review Officer to be nondiscretionary
on the part of the Access Person, transactions in
Affiliated Funds, in Municipal Fund Securities and in
permissible ETFs. It does not restrict the closing of
positions at a loss.
As requested by an Access Person the Review Officer
may, in his discretion, grant other exceptions to
this restriction on a case-by-case basis.
THE FOLLOWING REQUIREMENT APPLIES TO ALL ACCESS PERSONS AND AFFILIATED
PERSONS UNLESS OTHERWISE STATED:
Personal Transactions in Managed Funds
o Maintain holdings in Managed Funds for a minimum of 90 calendar days
before selling at a profit.
Access Persons and Affiliated Persons are required to
maintain holdings in Managed Funds for a minimum of
90 calendar days before they are permitted to sell at
a profit.
This holding period requirement does not apply to
investments in money market funds or other fixed
income funds appropriate for short-term investment
nor does it apply to certain types of "systematic"
purchases such as automatic investment plans,
purchases done by regular payroll deduction,
automatic reinvestment of dividends, periodic
rebalancing, or other similar transactions.
As requested by an Access Person or Affiliated
Person, the Chief Compliance Officer or the General
Counsel may, in his discretion, grant exceptions to
this holding period requirement on a case-by-case
basis. Any exception granted must be reported to the
Board of Directors.
THE FOLLOWING RESTRICTIONS APPLY TO ALL ACCESS PERSONS UNLESS OTHERWISE
STATED:
Personal Transactions in a Security
o Pre-clear every Purchase or Sale of Beneficial Ownership in a Security with
the Review Officer.
Access Persons, who are not Nonresident Directors,
must pre-clear every Purchase or Sale of Beneficial
Ownership in a Security with the Review Officer.
There are seven exceptions to this restriction. See
Section IV of the Code for more information,
including the seven exceptions to this requirement.
Personal Transactions in a Limited Offering
o Pre-clear every Purchase or Sale of Beneficial Ownership in a Limited
Offering with the Limited Offering Review Committee.
Access Persons must pre-clear every Purchase or Sale
of Beneficial Ownership in a Limited Offering with
the Limited Offering Review Committee. See Section IV
of the Code for more information.
Personal Transactions in an Initial Public Offering
o Nonresident Directors must pre-clear every Purchase of Beneficial
Ownership in an Initial Public Offering with the Review Officer.
Nonresident Directors must pre-clear every Purchase
of Beneficial Ownership in an Initial Public Offering
with the Review Officer. All other Access Persons are
prohibited from directly or indirectly acquiring
Beneficial Ownership in a Security as part of an
Initial Public Offering.
IV. Procedures for Pre-Clearing Personal Transactions
THE FOLLOWING PROCEDURES APPLY TO ALL ACCESS PERSONS EXCEPT NONRESIDENT
DIRECTORS:
Purchase or Sale of Beneficial Ownership in a Security
o As stated in Section III of this Code, Access Persons, who are not
Nonresident Directors, must pre-clear every Purchase or Sale of
Beneficial Ownership in a Security with the Review Officer.
o This means that Access Persons, who are not Nonresident Directors,
must obtain prior written approval from the Review Officer before
effecting any Purchase or Sale of a Security.
o Exceptions: This pre-clearance/approval process does not apply to the
following:
(a) Purchase or Sale that is non-volitional on the part of the
Access Person including: (i) a Purchase or Sale upon the
exercise of puts or calls written by the Access Person,
(ii) Sales from a margin account, pursuant to a bona fide
margin call, and (iii) a Purchase or Sale performed by an
independent financial professional acting with sole
discretion and performed pursuant to an arrangement
previously approved by the Review Officer;
(b) Purchase that is part of an automatic dividend
reinvestment plan or other similar program;
(c) Purchase effected upon the exercise of rights issued by an
issuer pro rata to all holders of the Security, to the
extent such rights were acquired from the issuer and sales
of such rights so acquired;
(d) Purchase of a Security through a gift or bequest;
(e) Sale effected pursuant to a tender offer of an issuer's
Security provided the Sale is for 500 shares or less of
the issuers stock and the principal value of the
transaction is $25,000 or less;
(f) Purchase or Sale of Affiliated Funds; and
(g) Purchase or Sale of Municipal Fund Securities and
municipal bonds.
o Pre-Clearance requests for the Purchase or Sale of a Security must
be submitted on a Pre-Authorization Personal Securities
Transaction form. Such form may be submitted electronically.
o The Review Officer will notify Access Persons whether their pre-clearance
request is approved or denied.
o Pre-Clearance approval by the Review Officer is valid for only two
(2) business days. Any Purchase or Sale of a Security not
completed within this period must be pre-cleared again before
effected.
o The Review Officer may approve the Purchase or Sale of a Security
which appears upon reasonable inquiry and investigation to present
no reasonable likelihood of harm to any Client and, with respect
to a Client that is a registered investment company, is in
accordance with Rule 17j-1 under the Act.
Note: These transactions would normally include the Purchase
or Sale of a Security that is not on the Old Mutual Capital
trading blotter at the time the approval is given.
Purchase or Sale of Beneficial Ownership in a Limited Offering
o As stated in Section III of this Code, Access Persons must
pre-clear every Purchase or Sale of Beneficial Ownership in a
Limited Offering with the Limited Offering Review Committee.
o This means that Access Persons must obtain prior written approval
from the Limited Offering Review Committee before effecting any
Purchase or Sale of Beneficial Ownership in a Limited Offering.
o This pre-clearance/approval process is governed by the
Pre-Clearance Procedures and Conditions for Limited Offerings,
which are attached to this Code as Exhibit A.
Note: These Pre-Clearance Procedures and Conditions also
impose additional restrictions on Access Persons after
a Limited Offering has been acquired.
o Access Persons must submit a Certificate of Representation with their
pre-clearance request.
V. Reporting and Certification Requirements
THE FOLLOWING REQUIREMENTS APPLY TO ALL ACCESS PERSONS AND AFFILIATED
PERSONS UNLESS OTHERWISE STATED:
o Submit duplicate Trade Confirmations and Account Statements to the
Compliance Department.
Access Persons, who are not Nonresident Directors, and
Affiliated Persons must direct each broker, dealer and bank
that places a Purchase or Sale of a Security to send a
duplicate copy of the trade confirmation to the Compliance
Department.
Access Persons, who are not Nonresident Directors, and
Affiliated Persons must also direct each broker, dealer and
bank at which a Security is held in an account for their
direct or indirect benefit to send a duplicate account
statement to the Compliance Department.
Access Persons, who are not Nonresident Directors, and
Affiliated Persons must direct each broker, dealer and bank
that places a Purchase or Sale of a Managed Fund or Affiliated
Fund on behalf of the Access Person or Affiliated Person to
send a duplicate copy of the trade confirmation to the
Compliance Department. This requirement does not apply to
Purchases and Sales of Managed Funds that are transacted
directly through the Managed Fund.
Access Persons, who are not Nonresident Directors, and
Affiliated Persons also must direct each broker, dealer and
bank at which a Managed Fund is held in an account for the
direct or indirect benefit of the Access Person or Affiliated
Person to send a duplicate account statement to the Compliance
Department. This requirement does not apply to accounts in
which Managed Funds are held directly with the Managed Funds.
A sample letter instructing the broker, dealer or bank to send
duplicate trade confirmations and account statements may be
obtained from the Compliance Department.
Access Persons and Affiliated Persons may comply with the
duplicate trade confirmation/account statement requirement by
directly providing the Compliance Department with a copy of
every such trade confirmation and account statement. Where it
has been determined that the receipt of duplicate account
statements is satisfactory, the Compliance Department may at
its discretion accept such duplicate account statements in
lieu of requiring both duplicate trade confirmations and
account statements.
o Immediately report any Beneficial Ownership of more than 5% of an
entity's outstanding shares to the Review Officer.
Access Persons and Affiliated Persons whose Beneficial
Ownership in an entity becomes more than 5% of that entity's
outstanding shares (whether publicly-traded or not)
immediately report the following to the Review Officer: (a)
the name of the entity; (b) the total number of shares in
which the Access Person or Affiliated Person has direct
Beneficial Ownership and (c) the total number of shares in
which the Access Person or Affiliated Person has indirect
Beneficial Ownership.
o Submit a signed and dated Annual Certification to the Review Officer.
Access Persons and Affiliated Persons must submit a signed and
dated Annual Certification to the Review Officer.
The Annual Certification is included as part of the Annual
Holdings Report.
In the Annual Certification, Access Persons and Affiliated
Persons must certify that they:
(a) have read and understand this Code;
(b) are subject to this Code;
(c) will comply with this Code during the upcoming year;
(d) have complied with all the Code reporting requirements
to which they were subject during the past year; and
(e) have complied with the requirement to hold Managed
Funds for a 90 calendar day period before selling at a
profit and have not violated any terms regarding
purchases of shares of Managed Funds as contained in
each Managed Fund's prospectus.
THE FOLLOWING REQUIREMENTS APPLY TO ALL ACCESS PERSONS AND AFFILIATED
PERSONS UNLESS OTHERWISE STATED:
o Submit a signed and dated Quarterly Transaction Report to the
Review Officer no later than 30 days after the end of each
calendar quarter.
Access Persons must submit a signed and dated Quarterly
Transaction Report to the Review Officer no later than 30 days
after the end of each calendar quarter.
The Quarterly Transaction Report must contain the following
information:
(a) for every Purchase or Sale of Beneficial
Ownership in a Security, Limited Offering,
Managed Fund or Affiliated Fund placed during
the quarter:
(i) the date of the Purchase or Sale, the title,
interest rate and maturity date (if
applicable), number of shares and principal
amount;
(ii) the nature of the Purchase or Sale (i.e.,
purchase, sale or other type of acquisition
or disposition);
(iii) the price at which the Purchase or Sale was
placed;
(iv) the name of the broker, dealer or bank with
or through which the Purchase or Sale was
placed, including the account name and number
of the Personal Account; and
(v) the date the Report is submitted to the
Review Officer.
(b) For every Personal Account opened during the
quarter:
(i) the name of the broker, dealer or bank with
whom the Personal Account was opened;
(ii) the account name and number of the Personal
Account;
(iii) the date the Personal Account was opened; and
(iv) the date the Report is submitted to the
Review Officer.
Notes: In providing this information, Access
Persons may cross reference any trade
confirmations and account statements
submitted to the Review Officer provided
that Old Mutual Capital has received those
confirmations or statements not later than
30 days after the close of the calendar
quarter in which the transaction takes
place.
If there is no activity to report, the
reporting person must check the boxes to
that effect on the Quarterly Transaction
Report.
The Quarterly Transaction Report may contain
a statement that the report will not be
construed as an admission by the Access
Person that he has any Beneficial Ownership
in any Security, Limited Offering, Managed
Fund or Affiliated Fund listed in the
report.
o Submit a signed and dated Initial Holdings Report to the Review
Officer no later than 10 days after becoming an Access Person.
Access Persons must submit a signed and dated Initial Holdings
Report to the Review Officer no later than 10 days after
becoming an Access Person under this Code.
The Initial Holding Report must contain the following
information, current as of a date no more than 45 days prior
to the individual becoming an Access Person:
(a) the title, number of shares and principal amount of
every Security, Limited Offering, Managed Fund or
Affiliated Fund in which the Access Person has
Beneficial Ownership;
(b) the account name and number of every Personal Account
and the name of the broker, dealer or bank where the
Personal Account is maintained; and
(c) the date the Report is submitted to the Review
Officer.
Notes: In providing this information, Access
Persons may cross reference any trade
confirmations and account statements
submitted to the Review Officer.
If there is no activity to report, the
reporting person should check the boxes to
that effect on the Initial Holdings Report.
The reporting of Personal Accounts includes
accounts held in the name of (i) a spouse or
domestic partner, (ii) a minor child, (iii)
a relative who resides in the Access
Person's house, or (iv) any other person if
the Access Person has direct or indirect
influence or control.
The Initial Holdings Report may contain a
statement that the report will not be
construed as an admission by the Access
Person that he has any Beneficial Ownership
in any Security, Limited Offering, Managed
Fund or Affiliated Fund listed in the
report.
The Initial Holdings Report includes a
certification, that the Access Person has
received a copy of the Code and agrees to
comply with the Code, as required by Rule
204A-1 under the Advisers Act.
o Submit a signed and dated Annual Holdings Report to the Review Officer.
Access Persons must submit a signed and dated Annual Holdings
Report to the Review Officer no later than 30 days after the
calendar year end.
The Annual Holdings Report must contain the following
information, as of a date no more than 45 days before the
report is submitted:
(a) the title, number of shares and principal amount of
every Security, Limited Offering, Managed Fund or
Affiliated Fund in which the Access Person has
Beneficial Ownership;
(b) the account name and number of every Personal Account
and the name of any broker, dealer or bank where every
Personal Account is maintained; and
(c) the date the Report is submitted to the Review Officer.
Notes: In providing this information, Access
Persons may cross reference any trade
confirmations and account statements
submitted to the Review Officer.
If there is no activity to report, the
reporting person should check the boxes to
that effect on the Annual Holdings Report.
The reporting of Personal Accounts includes
accounts held in the name of (i) a spouse or
domestic partner, (ii) a minor child, (iii)
a relative who resides in the Access
Person's house, or (iv) any other person if
the Access Person has direct or indirect
influence or control.
o Submit a signed and dated written acknowledgement of receipt of
this Code of Ethics to the Review Officer as soon as practical.
Access Persons and Affiliated Persons must submit a written
acknowledgement confirming that he or she received a copy of
this Code of Ethics at the time of becoming an Access Person
or Affiliated Person and each time the Code is amended. An
Access Person's Initial Holdings Report includes such an
acknowledgement. Acknowledgements of amendments to the Code of
Ethics may be made electronically.
o Exceptions: These reporting requirements do not apply to the
following:
(a) Transactions effected pursuant to an automatic investment
plan; and
(b) Securities, Limited Offerings, Managed Funds, and
Affiliated Funds held in accounts over which the Access
Person does not have Beneficial Ownership.
VI. Review and Enforcement Procedures
o The Review Officer maintains a list of all Access Persons and
Affiliated Persons subject to the reporting requirements of
Section V and notifies all Access Persons and Affiliated Persons
of their specific reporting requirements.
o The Review Officer reviews every trade confirmation, account
statement and report submitted by Access Persons and Affiliated
Persons pursuant to Section V.
o Any violations of this Code must be reported promptly to the
Review Officer.
o If the Review Officer determines that an Access Person or
Affiliated Person may have violated this Code, he may request the
Access Person or Affiliated Person to submit additional
information. The Review Officer's determination and all
additional information provided by the Access Person or
Affiliated Person are then submitted to the Chief Compliance
Officer, if that individual is other than the Review Officer. If
the Chief Compliance Officer determines that a Code violation has
occurred, the Chief Compliance Officer will report his findings
to a senior officer of Old Mutual Capital for further review. The
senior officer and the CCO will jointly determine if a sanction
is appropriate.
o An individual other than the Review Officer reviews every trade
confirmation, account statement and report submitted by the Review
Officer pursuant to Section V.
o Access Persons and Affiliated Persons who violate this Code may be
subject to sanctions, including one or more of the following:
(a) a letter of censure
(b) suspension or termination of employment
(c) a fine
(d) restrictions on future personal transactions in a
Security or Limited Offering
(e) reversal of the Purchase or Sale
(f) referral to regulatory or law enforcement agencies
(g) disgorgement of profits
o The following factors may be considered in determining the appropriateness of
any sanction:
(a) harm to any Client
(b) frequency of occurrence
(c) degree of conflict with Client interests
(d) evidence of willful or reckless disregard of the Code
requirements
(e) honest and timely cooperation from the Access Person or
Affiliated Person
VII. Records Maintained by Old Mutual Capital
In accordance with Rule 17j-1(f), Old Mutual Capital maintains the
following records in an easily accessible place and makes them
available for examination by the Securities and Exchange Commission:
o A copy of every Old Mutual Capital Code of Ethics in effect during
the past five years.
o A copy of every decision regarding a proposed transaction
involving any Client and an entity in which an Access Person or an
Affiliated Person has a Significant Financial Interest, or a
management or control position during the past five years.
o A record of every Old Mutual Capital Code of Ethics violation that
occurred during the last five years and a record of any action
taken as a result of that violation.
o A copy of every trade confirmation, account statement and report
submitted by Access Persons and Affiliated Persons under Section V
during the past five years.
o A record of every person who is, or within the last five years has
been, an Access Person or Affiliated Person under this Code.
o A record of every person who is, or within the last five years has
been a Review Officer and his/her designee.
o A record of every person who is, or within the last five years has
been, a member of the Limited Offering Review Committee.
o A copy of every written report Old Mutual Capital has furnished as
investment adviser or sub-adviser in accordance with Rule
17j-1(c)(2)(ii) to the board of directors of an investment company
registered under the Company Act during the last five years.
o A record of any decision by the Limited Offering Review Committee,
and the reasons supporting the decision, to approve the Purchases
or Sales of a Limited Offering by an Access Person or Affiliated
Person. This record will be kept for five years after the end of
the fiscal year in which the approval is granted.
o A record of all reports required under this Code. These records
will be kept for five years.
VIII. Miscellaneous
o Old Mutual Capital will use its best efforts to ensure that all
information provided by an Access Person or Affiliated Person
pursuant to this Code will be treated as personal and
confidential. However, every Access Person and Affiliated Person
should know that all such information will be available for
inspection by appropriate regulatory agencies and other parties
within and outside of Old Mutual Capital as are necessary to
evaluate compliance with or sanctions under this Code.
o Upon request and on an annual basis to the Boards of Directors of
all Managed Funds, the Review Officer will prepare a report
discussing the operation of this Code and whether any changes or
modifications to the Code are necessary.
o Upon request and on an annual basis to the Boards of Directors of
all Managed Funds, the Review Officer will certify that Old Mutual
Capital has adopted procedures reasonably necessary to prevent its
Access Persons and Affiliated Persons from violating this Code.
Exhibit A
PRE-CLEARANCE
PROCEDURES AND CONDITIONS
FOR LIMITED OFFERINGS
These Procedures and Conditions govern the Purchase or Sale of Beneficial
Ownership in a Limited Offering by Access Persons as set forth in Section III of
the Code of Ethics. Capitalized terms not defined in these Procedures and
Conditions have the same definition as they do in the Code of Ethics.
1. Pre-Clearance Required. As required by the Code of Ethics, every
Access Person must obtain prior written approval from the Limited
Offering Review Committee before directly or indirectly acquiring
or selling any Beneficial Ownership in a Limited Offering.
2. Limited Offering Review Committee.
a. The Limited Offering Pre-Clearance Review Committee (the "Review
Committee") consists of the Review Officer and one of the
following officers of Old Mutual Capital, Inc.: the Chief
Executive Officer, the Chief Financial Officer, the Senior Vice
President - Affiliate Relations or a Portfolio Manager managing
client portfolios that may invest in limited offerings.
b. If a member of the Review Committee is the Access Person seeking
pre-clearance approval, that member will recuse him/herself from
the Review Committee and will only be considered an Access Person
for purposes of the pre-clearance approval process.
3. Pre-Clearance Approval Process.
The Review Committee reviews each pre-clearance approval request on a
case-by-case basis.
Before pre-clearance approval may be granted, among other things,
(i) the Access Person and the Review Committee must determine that
the Limited Offering is not appropriate for any Client;
(ii) the Access Person must demonstrate he/she would be a
passive investor and would own less than 5% of the entity
after acquiring the Limited Offering;
(iii) the Review Committee must determine that no Client owns a
Related Security; and
(iv) if the Limited Offering is an investment limited partnership,
whether statements of transactions and holdings will be
delivered to the Compliance Department on a periodic basis or a
certification will be supplied by the investment limited
partnership certifying that it will not invest in Managed
Funds.
4. Conflict of Interest Potential.
a. In General. Old Mutual Capital recognizes that the acquisition of
Beneficial Ownership in a Limited Offering by an Access Person may
create a conflict of interest. Therefore, in determining whether
to approve a request, the Review Committee considers, among other
things, the likelihood that a conflict of interest may arise,
whether Client interests may be protected and whether that
conflict may cause Old Mutual Capital to violate its fiduciary
duties to a Client.
b. Brokerage Allocation. Old Mutual Capital recognizes that the
source of the opportunity to acquire a Limited Offering may
present a potential conflict of interest. Old Mutual Capital
believes that inappropriate quid pro quo arrangements are unlikely
to arise because its brokerage allocation is the exclusive
province of Old Mutual Capital's trading department. Nonetheless,
before granting pre-clearance approval to an Access Person, the
Review Committee must determine that there is no reasonable
expectation that a material conflict of interest will develop if
the opportunity for the Access Person to acquire a Limited
Offering came from a broker with whom Old Mutual Capital does
business. The Chief Executive Officer or his designee will
periodically monitor Old Mutual Capital's brokerage allocation to
assure that (i) no material conflict actually exists and (ii) that
no appearance of impropriety exists in connection with Old Mutual
Capital's brokerage allocation and past sources of Limited
Offering investment opportunities. In addition, Old Mutual
Capital's traders are prohibited from directly or indirectly
acquiring Beneficial Ownership in a Limited Offering sourced from
or through a broker with whom Old Mutual Capital does business or
with whom Old Mutual Capital has a reasonable likelihood of doing
business in the future.
5. Limited Offering Memorandum. The Access Person must supply the Review
Committee with a copy of the Offering Memorandum for the Limited Offering
at the time the Access Person submits his/her pre-clearance approval
request.
6. Certificate of Representation. The Access Person must execute a certificate
of representation which certifies: (a) his/her obligations under the Code
of Ethics; (b) the restrictions imposed upon him/her in connection with an
acquisition of Beneficial Ownership in a Limited Offering and (c) the
accuracy of any statements or representations made by him/her in connection
with the pre-clearance approval process.
7. Restrictions After Acquiring a Limited Offering.
a. The Access Person may not be a selling shareholder in the
Initial Public Offering or any subsequent underwritten
offering by the entity.
b. The Access Person must hold the Limited Offering for the
longer of (i) the holding period, which would be applicable
pursuant to Rule 144 or (ii) 12 months. However, if no Client
participates in the Initial Public Offering of the entity and
the entity is not in the Security Universe, the Access Person
may petition the Review Committee for relief from this
mandatory holding period.
8. Restricted Entities. The Review Committee will establish a list of entities
in which Access Persons have acquired a Limited Offering. This list will
periodically be compared to Old Mutual Capital's trading records.