CODE OF ETHICS
OLD MUTUAL ADVISOR FUNDS
Executive Summary
This is a summary of the restrictions and reporting/certification
requirements imposed on Access Persons by this Code. Capitalized terms are
defined in Section I 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.
Restrictions on Access Persons (Section II of the Code):
o Do not defraud, mislead or manipulate the Fund in connection with the Purchase
or Sale of a Security Held or to be Acquired by the Fund.
o Do not recommend any transaction in Securities or a Limited Offering for the
Fund without having disclosed the Access Person's interest, if any, in such
Securities or Limited Offerings or the issuer thereof.
o Do not participate in a decision regarding a proposed transaction involving
the Fund and an entity in which the Access 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 Pre-clear every Purchase or Sale of Beneficial Ownership in a Security with
the Review Officer.
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 Limited Offering
with the Review Officer.
o Affiliated Open-End Mutual Funds must be held for a minimum of 90 calendar
days before you can sell at a profit.
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 any person or entity doing
business with the Fund until approved by the Review Officer.
o Do not accept or consider any Gift when exercising fiduciary duties on behalf
of the Fund.
Reporting and Certification Requirements for Access Persons (Section IV of the
Code):
o Submit duplicate Security Trade Confirmations and Account Statements to the
Compliance Department.
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 Quarterly Transaction Report to the Review Officer
no later than 10 days after the end of each calendar quarter.
o Submit a signed and dated Annual Holdings Report to the Review Officer no
later than 30 days after the calendar year end.
o Submit a signed and dated Annual Certification to the Review Officer no later
than 30 days after the calendar year end.
o Immediately report any Beneficial Ownership of 5% or more of an entity's
outstanding shares to the Review Officer.
Code of Ethics
This Code of Ethics is adopted by the Board of Trustees of the Old
Mutual Advisor Funds (the "Fund") in accordance with Rule 17j-1(c) under the
Investment Company Act of 1940, as amended (the "Act"), and the Recommendations
of the Investment Company Institute Advisory Group on Personal Investing. This
Code of Ethics is based upon the principle that the trustees and officers of the
Fund, and certain affiliated persons of the Fund and the Fund's investment
advisers and sub-advisers, owe a fiduciary duty to, among others, the
shareholders of the Fund to conduct their affairs, including their personal
securities transactions, in such manner to avoid (i) serving their own personal
interests ahead of shareholders; (ii) taking inappropriate advantage of their
position with the Fund; and (iii) any actual or potential conflicts of interest
or any abuse of their position of trust and responsibility. This fiduciary duty
includes the duty of the investment advisers to the portfolios of the Fund to
report material violations of this Code of Ethics to the Board of Trustees of
the Fund.
I. Definitions
Access Person(s) means every trustee, officer, Investment Personnel or
Advisory Person of the Fund. The term does not include (a) any trustee,
officer, Investment Personnel or Advisory Person of the Fund that is
subject to a code of ethics of the Fund's investment adviser,
sub-adviser, administrator, sub-administrator or distributor that has
been reviewed and approved by the Board of Trustees of the Fund and (b)
any trustee who is not an "interested person" of the Fund as defined in
section 2(a)(19) of the Act, except where such trustee knows, in the
ordinary course of fulfilling his or her official duties as a trustee
of the Fund that the Security is a Security Held or to be Acquired by
the Fund, the Fund's investment adviser, or the Fund's sub-adviser.
Advisory Person means (a) any employee of the Fund (or any company in a
Control relationship to the Fund) who, in connection with his or her
regular functions or duties, normally makes, participates in, or
obtains current information regarding the Purchase or Sale of a
Security by the Fund, or whose functions relate to the making of any
recommendations with respect to such Purchase or Sale and (b) any
natural person in a Control relationship to the Fund who obtains
information concerning recommendations made to the Fund with regard to
the Purchase or Sale of a Security by the Fund.
Affiliated Open-End Mutual Fund means a portfolio of the Fund except
for money market mutual funds or other short-term fixed income funds
appropriate for short-term investing.
Beneficial Ownership means any direct or indirect pecuniary interest in
or any direct or indirect influence or control over a Security, Limited
Offering or Affiliated Open-End Mutual Fund. 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, Limited
Offering or Affiliated Open-End Mutual Fund 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, Limited Offering or Affiliated Open-End Mutual Fund. Overall,
Beneficial Ownership will be determined in accordance with Section 16
of the Securities Exchange Act of 1934.
Control(s) means the power to exercise a controlling influence over the
management or policies of a company, unless this power is solely the
result of an official position with the company. For example, ownership
of 25% or more of a company's outstanding voting securities is presumed
to give the holder of those securities control over the company. A
natural person is presumed not to be a controlled person. Overall,
control will be determined in accordance with the definition set forth
in Section 2(a)(9) of the Act.
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.
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.
Investment Personnel means (a) any employee of the Fund (or of any
company in a control relationship to the Fund) who, in connection with
his or her regular functions or duties, makes or participates in making
recommendations regarding the Purchase or Sale of securities by the
Fund and (b) any natural person who Controls the Fund and who obtains
information concerning recommendations made to the Fund regarding the
Purchase or Sale of securities by the Fund.
Limited Offering(s) 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.
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.
Personal Account means any Security, Limited Offering or Affiliated
Open-End Mutual Fund account 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.
Review Officer means the Chief Compliance Officer of Old Mutual
Capital, Inc. or his/her designee.
Security has the same meaning as that set forth in Section 2(a)(36) of
the Act. It includes such things as stocks, options, municipal bonds
and most corporate bonds (see exception below). It does not include
securities issued by the U.S. Government or its agencies, bankers'
acceptances, bank certificates of deposit, commercial paper, High
Quality Short-Term Debt Instruments, repurchase agreements, unit
investment trusts, shares of registered open-end mutual funds
(including Affiliated Open-Fund Mutual Funds), exchange traded funds
(ETFs), or Municipal Fund Securities.
Security Held or to be Acquired by the Fund means any Security which,
within the past 15 days: (i) is or has been held by the Fund or (ii) is
being or has been considered by the Fund for purchase by the Fund.
Significant Financial Interest means 5% or more of the outstanding
shares of an issuer or a management or control position with the
issuer.
II. Restrictions on Access Persons
Conflicts of Interest:
o Do not defraud, mislead or manipulate the Fund in connection
with the Purchase or Sale of a Security Held or to be Acquired
by the Fund.
Access Persons are prohibited from directly or
indirectly using any act, device, scheme, artifice,
practice or course of conduct to defraud, mislead or
manipulate the Fund in connection with the Purchase
or Sale of a Security Held or to be Acquired by the
Fund. Access Persons are also prohibited from making
any untrue statement of material fact to the Fund and
from omitting to state a material fact necessary in
order to make the statement made to the Fund, under
the circumstances, not misleading.
o Do not recommend any transaction in Securities or a Limited
Offering for the Fund without having disclosed the Access
Person's interest, if any, in such Securities or Limited
Offerings or the issuer thereof, including without limitation:
(a) the Access Person's direct or indirect Beneficial
Ownership of any Securities or Limited Offerings
of such issuer;
(b) any contemplated transaction by the Access Person
in such Securities or Limited Offerings;
(c) any position the Access 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 any party in which the Access
Person has a Significant Financial Interest.
o Do not participate in a decision regarding a proposed
transaction involving the Fund and an entity in which the
Access 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 are prohibited from participating in a
decision regarding a proposed transaction involving
the Fund and an entity in which the Access Person has
a Significant Financial Interest, or with which the
Access Person has a management or control position,
unless the Access Person has obtained prior approval
from the Chief Compliance Officer or General Counsel.
The Access Person must, in all cases, disclose to the
Chief Compliance Officer or the General Counsel the
extent of his or her financial interest in the
entity, any management or control relationship the
Access Person has with the entity, and any existing
or contemplated transaction(s) by the Access Person
in, or with, the entity, including any existing or
proposed business relationship.
In determining whether to permit the proposed
transaction involving the Fund, the Chief Compliance
Officer or General Counsel will consider, among other
things, whether the transaction would be consistent
with the best interests of the Fund, and whether the
Access Person's interest in, or relationship with,
the entity would result in a conflict or the
appearance of a conflict with the interests of the
Fund.
The Chief Compliance Officer or the General Counsel,
in its discretion, may determine after it has
received disclosure from the Access Person regarding
his or her financial interest in, relationship with,
and any contemplated transactions in or with, the
entity, that the Access Person need not be recused
from participating in the decision regarding the
proposed transaction involving the Fund if the Chief
Compliance Officer or General Counsel determines,
based on an analysis of the facts and circumstances,
that the Access Person's relationship with the entity
is not significant and would not present a material
conflict with the interests of the Fund.
The Chief Compliance Officer or General Counsel will
maintain records of (1) disclosure made to him by the
Access Person relating to the Access 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 to participate in the decision
regarding the proposed transaction involving the
Fund. These records will be provided to the Board of
Trustees on a periodic basis, and at the Board of
Trustees' request.
Personal Transactions in a Security
o Pre-clear every Purchase or Sale of Beneficial Ownership in a
Security with the Review Officer.
Access Persons must pre-clear every Purchase or Sale
of Beneficial Ownership in a Security with the Review
Officer. There are 5 exceptions to this restriction.
See Section III of the Code for more information,
including the 5 exceptions to this restriction.
o Do not acquire Beneficial Ownership of a Security as part of an
Initial Public Offering.
Access Persons 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 profit from the Purchase and Sale or Sale and Purchase of the
same Security within a 60 calendar day period.
Access Persons 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 nor does it 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.
Personal Transactions in a Limited Offering
o Pre-clear every Purchase or Sale of Beneficial Ownership in a Limited
Offering with the Review Officer.
Access Persons must pre-clear every Purchase or Sale
of Beneficial Ownership in a Limited Offering with
the Review Officer. See Section III of the Code for
more information.
Personal Transactions in Affiliated Open-End Mutual Funds
o Maintain holdings in Affiliated Open-End Mutual Funds for a minimum
of 90 calendar days before selling at a profit.
Access Persons are required to maintain holdings in
Affiliated Open-End Mutual 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 investing 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, 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 Trustees.
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 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 the Fund's interests.
Gifts
o Do not accept any Gift worth more than $100 from any person or
entity doing business with the Fund until approved by the
Review Officer.
Access Persons are prohibited from accepting any
gift, favor, gratuity or other item ("Gift") with a
fair market value greater than $100 from any person
or entity doing business with the Fund until 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 accept or consider any Gift when exercising fiduciary duties
on behalf of the Fund.
Access Persons are prohibited from accepting any
Gift, allowing any member of their family to accept
any Gift, and considering any Gift already received
by them or their family when exercising their
fiduciary duties on behalf of the Fund.
III. Procedures for Pre-Clearing Personal Transactions
Purchase or Sale of Beneficial Ownership in a Security
o As stated in Section II of this Code, Access Persons must
pre-clear every Purchase or Sale of Beneficial Ownership in a
Security with the Review Officer.
o This means that Access Persons must obtain prior written approval
from the Review Officer before effecting any Purchase or Sale of a
Security.
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; and
(d) An acquisition of a Security through a gift or bequest.
(e) A sale effected pursuant to a tender offer of an issuers
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.
o Pre-Clearance requests for the Purchase or Sale of a Security must
be submitted on a Pre-Authorization Personal Securities
Transaction Form, which may be obtained from the Review Officer.
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 the Fund and is in accordance
with Rule 17j-1 under the Act.
Note: These transactions would normally include (a) the
Purchase or Sale of a Security that is not a Security Held or
to be Acquired by the Fund and (b) the Purchase or Sale of up
to 1,000 shares of a Security that is a Security Held or to be
Acquired by the Fund if (i) the issuer has a market
capitalization of over $1 billion and (ii) that Security is
not then currently on the Fund's trading blotter.
Purchase or Sale of Beneficial Ownership in a Limited Offering
o As stated in Section II of this Code, Access Persons must
pre-clear every Purchase or Sale of Beneficial Ownership in a
Limited Offering with the Review Officer.
o This means that Access Persons must obtain prior written approval
from the Review Officer before effecting any Purchase or Sale of
Beneficial Ownership in a Limited Offering.
o Access Persons must supply the Review Officer with a copy of the
Offering Memorandum for the Limited Offering at the time the
Access Person submits his/her pre-clearance approval request.
o Access Persons 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. This
certificate is may be obtained from the Review Officer.
o In determining whether to grant approval, the Review Officer will
take into account, among other factors, whether the investment
opportunity should be reserved for the Fund, whether the
investment opportunity is being offered to the Access Person by
virtue of his of her position with the Fund, and, 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 Affiliated Open-Fund Mutual Funds.
o The Access Person may not be a selling shareholder in the Initial
Public Offering or any subsequent unwritten offering by the
entity. Access Persons may petition the Review Officer for relief
from this restriction.
o Access Persons 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. Access Persons may petition the Review
Officer for relief from this mandatory holding period.
o The Review Officer will maintain a list of entities in which
Access Persons have acquired a Limited Offering. This list will
periodically be compared to the Fund's trading records.
IV. Reporting and Certification Requirements for Access Persons
o Submit duplicate Security Trade Confirmations and Account
Statements to the Compliance Department.
Access Persons must direct each broker, dealer, bank and other
entity that places a Purchase or Sale of a Security or an
Affiliated Open-End Mutual Fund on behalf of the Access Person
to send a duplicate copy of the trade confirmation to the
Compliance Department. This requirement does not apply to
Purchases and Sales of Affiliated Open-End Mutual Funds that
are transacted directly through the Affiliated Open-End Mutual
Fund.
Access Persons also must direct each broker, dealer, bank and
other entity at which a Security or an Affiliated Open-End
Mutual Fund is held in an account for the direct or indirect
benefit of the Access Person to send a duplicate account
statement to the Compliance Department. This requirement does
not apply to accounts in which Affiliated Open-End Mutual
Funds are held directly with the Affiliated Open-End Mutual
Fund.
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 may comply with the duplicate trade
confirmation/account statement requirement by directly
providing the Review Officer 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.
Access Persons also must direct each Limited Offering, which
is an investment limited partnership, to either send: (i)
duplicate statements of transactions and holdings on a
periodic basis or (ii) a certification certifying that it will
not invest in Affiliated Open-End Mutual Funds.
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 Holdings Report may be obtained from the Review
Officer.
The Initial Holding Report must contain the following
information, as of the date the individual became an Access
Person:
(a) the title, number of shares and principal amount of
every Security, Limited Offering and Affiliated
Open-End Mutual 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, bank or other
entity 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 Security, Limited Offering,
Affiliated Open-End Mutual Fund or Personal
Account information to report, check the
boxes to that effect on the Initial Holdings
Report.
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 or Affiliated Open-End Mutual Fund listed in
the report.
o Submit a signed and dated Quarterly Transaction Report to
the Review Officer no later than 10 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 10 days
after the end of each calendar quarter.
The Quarterly Transaction Report may be obtained from the
Review Officer.
The Quarterly Transaction Report must contain the following
information:
(a) for every Purchase or Sale of Beneficial
Ownership in a Security, Limited Offering or
Affiliated Open-End Mutual 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 of the Security, Limited Offering or
Affiliated Open-End Mutual Fund;
(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 of a
Security, Limited Offering or Affiliated
Open-End Mutual Fund was placed;
(iv) the name of the broker, dealer, bank or other
entity 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, bank or other
entity 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.
If there is no Security, Limited Offering,
Affiliated Open-End Mutual Fund or Personal
Account information to report, 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 or Affiliated Open-End Mutual Fund, listed in
the report.
o Submit a signed and dated Annual Holdings Report to the
Review Officer no later than 30 days after the calendar year
end.
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 may be obtained from the Review
Officer.
The Annual Holdings Report must contain the following
information, as of a date no more than 30 days before the
report is submitted:
(a) the title, number of shares and principal amount of
every Security, Limited Offering and Affiliated
Open-End Mutual 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, bank or other
entity 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 Security, Limited Offering,
Affiliated Open-End Mutual Fund or Personal
Account information to report, check the
boxes to that effect of the Annual Holdings
Report.
o Submit a signed and dated Annual Certification to the Review
Officer no later than 30 days after the calendar year-end.
Access Persons must submit a signed and dated Annual
Certification to the Review Officer no later than 30 days
after the calendar year end.
The Annual Certification is included as part of the Annual
Holdings Report which may be obtained from the Review Officer.
In the Annual Certification, Access 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 Affiliated
Open-End Mutual Funds for a 90 calendar day period
before selling at a profit; and have not violated any
terms regarding purchase of shares of Affiliated
Open-End Mutual Funds as contained in each Affiliated
Open-End Mutual Fund's prospectus.
o Immediately report any Beneficial Ownership of more than 5% or
more of an entity's outstanding shares to the Review Officer.
Access Persons whose Beneficial Ownership in an entity becomes
5% or more 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 has direct
Beneficial Ownership and (c) the total number of shares in
which the Access Person has indirect Beneficial Ownership.
V. Review and Enforcement Procedures
o The Review Officer maintains a list of all Access Persons subject
to the reporting requirements of Section IV and notifies all
Access Persons of their specific reporting requirements.
o The Review Officer reviews every trade confirmation, account
statement and report submitted by Access Persons pursuant to
Section IV.
o If the Review Officer determines that an Access Person may have
violated this Code, he may request the Access Person to submit
additional information. The Review Officer's determination and all
additional information provided by the Access Person are then
submitted to a senior officer of the Investment Adviser for
further review.
o An officer of Old Mutual Capital, Inc. reviews every trade
confirmation, account statement and report submitted by the Review
Officer pursuant to Section IV.
o Access 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, Limited Offering or Affiliated Open-End Mutual
Fund
(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 the Fund
(b) frequency of occurrence
(c) degree of conflict with interests of the Fund
(d) evidence of willful or reckless disregard of the Code
requirements
(e) honest and timely cooperation from the Access Person
VI. Records Maintained by the Fund
In accordance with Rule 17j-1(f), the Fund 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 Code of Ethics of the Fund in effect during the
past six years.
o A copy of every decision regarding a proposed transaction
involving the Fund and an entity in which an Access Person has a
Significant Financial Interest, or a management or control
position during the past six years.
o A record of every Fund Code of Ethics violation that occurred
during the last six 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 under Section IV during the past six
years.
o A record of every person who is, or within the last six years has
been, an Access Person under this Code.
o A record of every person who is, or within the last six years has
been a Review Officer and his/her designee.
o A copy of every written report furnished in accordance with Rule
17j-1(c)(2)(ii) to the Fund's Board of Trustees during the last
six years.
o A record of any decision by the Review Officer, and the reasons
supporting the decision, to approve the acquisition or sale of a
Limited Offering by an Access 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 any exception granted related to the 90 calendar day
holding period requirement for investments in Affiliated Open-End
Mutual Funds. This record will be kept for five years after the
end of the fiscal year in which the exception is granted.
VII. Miscellaneous
o The Fund will use its best efforts to ensure that all information
provided by an Access Person pursuant to this Code will be treated
as personal and confidential. However, every Access Person should
know that all such information will be available for inspection by
appropriate regulatory agencies and other parties as are necessary
to evaluate compliance with or sanctions under this Code.
o At least annually, the Review Officer will prepare a written
report to the Board of Trustees of the Fund describing any issues
arising under this Code or procedures, including but not limited
to, information about material violations of this Code or
procedures and any sanctions imposed in response to those material
violations.
o At least annually, the Review Officer will certify that the Fund
has adopted procedures reasonably necessary to prevent its Access
Persons from violating this Code.