EX-99.(P)(17) 6 dex99p17.txt CODE OF ETHICS - NELSON CAPITAL MANAGEMENT EX-99. (p)(17) APPENDIX J NELSON CAPITAL MANAGEMENT Code of Ethics Policy on Personal Securities Transactions And Insider Trading I. INTRODUCTION The directors, officers and employees of Nelson Capital Management ("NCM") owe a duty of loyalty to NCM and its clients. NCM and its personnel have a fiduciary obligation not to make, participate in, or engage in any act, practice or course of conduct that would, in any way, conflict with the interests of its clients, or breach any applicable federal or state securities laws. In addition, NCM and its personnel have a fiduciary obligation to NCM's clients to protect the confidentiality of all proprietary, sensitive or other confidential information communicated to NCM by its clients. This obligation encompasses: a) the duty at all times to place the interests of clients first; b) the duty to act at all times in the spirit of openness, integrity, honesty and trust; and c) the duty to ensure that all personal securities transactions be conducted in a manner consistent with the standards below. Code of Ethics As a registered investment adviser, NCM is required to maintain a policy governing personal securities transactions and insider trading by its officers and employees. This Code of Ethics and Policy on Personal Securities Transactions and Insider Trader (the "Code") has been adopted under Section 204A-1 of the Investment Advisers Act in order to establish and enforce NCM's policies and procedures governing the personal securities transactions of its officers and employees. NCM believes that the Code is reasonably designed to prevent the misuse of material, non-public information, and it outlines the policies and procedures for the activities referred to above. Section 17(j) of the Investment Company Act of 1940, as amended (the "Company Act"), and Rule 17j-1 thereunder, require that every investment adviser to a registered investment company adopt a written code of ethics. Because NCM is the sub-adviser to a registered investment company, NCM has incorporated the requirements of Rule 17j-1 in this Code. As a result, NCM is required to provide a report to the Fund's Board of Trustees, at least annually, certifying that it has procedures in place designed to prevent access persons from violating the Code and describing issues arising under the Code, if any, and the sanction/response imposed. In addition, this Code is intended to be followed in conjunction with the policies outlined in the Code of Ethics for Personal Trading by Fiduciary Personnel that is applicable to all employees of the Wealth Management Group ("WMG") Investment Management and Trust division ("IM&T") of Wells Fargo. In addition, please refer to the policies outlined in the Handbook for Wells Fargo Team Members and the Wells Fargo Code of Conduct and Business Ethics applicable to Wells Fargo employees. Acknowledgement of, and compliance with, this Code is a condition of employment. All references in this Code to employees, officers, directors, accounts, departments and clients refer to those of NCM. NCM personnel must avoid actions or activities that allow (or appear to allow) them or their family members to profit or benefit from their relationships with NCM clients. 08/01/08 APPENDIX J NCM personnel are also reminded not to use indirect means (i.e., cause or use another person) to do anything that is prohibited by law or the policies of NCM. II. PERSONS COVERED BY THE CODE Access Persons For purposes of this Code, Access Person means each employee, officer or director of NCM that has access to nonpublic information regarding any client's purchase or sale of securities, is involved in making securities recommendations to clients or has access to such recommendations that are non-public. For purposes of this Code, all NCM personnel are considered to be "Access Persons" and are subject to the policies and procedures set out in this Code. The list of Access Persons is attached as Exhibit A and will be updated at least annually, and periodically, as needed. Applicability All of the following restrictions and procedures apply to accounts of which Access Persons have control and are considered to have beneficial ownership, which includes: a) Accounts over which NCM personnel have any control, influence, authority, or beneficial interest, whether direct or indirect (including and transaction for which a NCM employee is the sole owner, joint owner, trustee, co-trustee, attorney-in-fact, etc.); b) Accounts of immediate family members of NCM personnel sharing the same household, and; c) Accounts where NCM personnel direct activities for others, including relatives, friends, etc. III. PROCEDURES Certification and Acknowledgment NCM Access Persons are required to certify that they have received a copy of NCM's Code of Ethics, and acknowledge that they have read, understand and will comply with this Code and related policies. The Acknowledgement and Certification Form is attached as Exhibit B and must be completed no later than 10 days after becoming an Access Person and on an annual basis, thereafter. Initial Holdings Report NCM Access Persons are required to disclose all personal securities holdings and all brokerage and trading accounts to WMG Compliance no later than 10 days after becoming an Access Person. The information must be current as of a date no more than 45 days prior to the date the person became an Access Person. The Initial Holdings Report is attached as Exhibit C. Quarterly Transaction Reporting and Account Certification Quarterly Transaction Reports that list personal securities transactions executed for the quarter must be certified by Access Persons to WMG Compliance no later than 10 business days after the end of each calendar quarter. In addition, NCM Access Persons are required to certify to WMG Compliance all brokerage accounts in which they have a beneficial interest. Access Persons should submit information on any new or closed brokerage accounts to WMG Compliance each quarter. Quarterly transaction reporting and account certification are completed electronically via iTrade, which is browser-based software that allows users to obtain securities trade pre-clearances, enter 08/01/08 APPENDIX J executed trades and submit quarterly reports. Access to iTrade is via the Internet at: http://ndcctiw01/itrade3/WebApps/LoginHome/Login.aspx. Annual Holdings Report NCM's Access Persons are required to submit a report of holdings in reportable securities, by February 14 of each year. This information must be current as of December 31 of the prior year. The fourth quarter acknowledgment and certification submitted via iTrade will be accepted in lieu of this report. Pre-clearance of Trades It is NCM's policy that Access Persons are required to pre-clear personal trades with WMG Compliance on the trade date before entering into a buy or sell transaction in any Reportable Security. In addition, NCM Access Persons are required to have their trades pre-cleared by a member of the NCM trading desk. All securities are treated as Reportable Securities, with four exceptions designed to exclude securities that appear to present little opportunity for the type of improper trading that the access person reporting is designed to uncover: a) Direct obligations of the Government of the United States. b) Money market instruments -- bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments. c) Shares of money market funds. d) Any fund registered under the Investment Company Act, other than any fund advised by NCM, or an affiliate of NCM. Prior to submitting a personal trade for pre-clearance, an Access Person should determine that that the reason for placing the trade does not involve any conflict of interest, including information considered material and non-public. Specifically, any trades placed in personal securities accounts based on insider information and/or tipping of such information is strictly prohibited. (See Section IV - Insider Trading, below.) Access Persons may only purchase and sell Reportable Securities if: a) The security has not been traded in any of the Access Person's client accounts and will not be traded in any of the Access Person's client accounts that trade day (Note - an NCM Access Person may trade on the same day as client accounts if all of the trading in that security for clients has been completed. The Access Person's trade must be executed at the end of the trading day with approval of the NCM Trader.) b) The security has not been subject of a recommendation on behalf of any NCM or WMG models within the last 7 calendar days. Information regarding specific securities which are considered restricted may be found by clicking the "List of Restricted Securities" link of this URL: http://WMG.wellsfargo.com/SiteController?dbid=PAGE_INDEX_1403100 c) The Access Person has pre-cleared the transaction with WMG Compliance and NCM Trading before making the trade. For limit and stop orders, the Access Person must document the trade with a screen print of the order. These procedures apply to all transactions in Reportable Securities held in accounts in which Access Persons have a beneficial interest and over which they exercise influence or control, including accounts for their family members or other household accounts. The restrictions do not apply to securities transactions through automatic investment programs and/or securities transaction through direct stock purchase plans. 08/01/08 APPENDIX J Note - pre-clearance does not assure that the trade will not violate policy because Access Persons must ensure that they do not place any trades in client accounts in the same security after the trade has been pre-cleared on the same day. To pre-clear while out-of-office (iTrade is on the Intranet), either e-mail personst@wellsfargo.com or call the Compliance Consultant in charge of iTrade. Restricted/Prohibited Securities Rules 204A-1and 17j-1 both require that Access Persons of investment advisers pre-clear any purchase in an Initial Public Offering or a Limited Offering (a private placement, an LP or LLC (including hedge funds)). Therefore, NCM Access Persons may not purchase securities in an Initial Public Offering or Limited Offering unless approval is obtained from WMG Compliance (and the NCM Trading Desk). It should be noted that private investment funds, including Wells Fargo proprietary hedge funds, are considered to be Limited Offerings and must be pre-cleared. In addition, NCM Access Persons may not invest in options (other than employee stock options), puts, calls, short sales, futures contracts or other similar transactions involving securities issued by Wells Fargo & Co. Post Trade Review Quarterly Compliance Testing a) Delinquent Certifications. On a quarterly basis, WMG Compliance will run a quarterly certifications report to detect any missing or late certifications. These will be tracked in order to determine applicability of any penalties. See below for discussion of penalty process. b) Breaches of Trading Restrictions. i. On a quarterly basis, WMG Compliance will run a potential "front-running" and "restricted securities" report from the iTrade/Examiner personal securities software. The reviews will: . Compare reported personal transactions in Reportable Securities with transactions in associated client accounts; and . Compare reported personal transactions with Reportable Securities being considered for purchase or sale by IM&T to determine whether a violation may have occurred. Securities being considered for purchase or sale will be determined via Alerts published for changes to the investment models offered by Private Asset Management. ii. WMG Compliance will then forward an e-mail to all Access Persons with possible violation information. Once the Access Person has received the e-mail and corresponding possible violation detail, he/she must respond in writing to WMG Compliance within 14 days of receipt with an explanation detailing all circumstances concerning the noted possible violations. iii. Before determining that an Access Person has violated the Code of Ethics, WMG Compliance shall give the person an opportunity to supply explanatory material. No team member is required to participate in a determination of whether he or she has committed a violation or discuss the imposition of any sanction against himself or herself. Note: Failure to respond back to WMG Compliance within the required timeframe will result in further escalation to NCM Senior Management. 08/01/08 APPENDIX J iv. After WMG Compliance has received all responses, an analysis will be conducted to determine any trending, the legitimacy of explanations, and/or possible disciplinary actions. NCM Senior Management will be contacted in writing should further disciplinary action be warranted for violations of this policy. Annual Compliance Testing a) Missing annual holdings reports. WMG Compliance will review holding report files to determine if any holdings reports are missing and will follow up with the Access Person to obtain the required holdings report. IV. INSIDER TRADING Insider trading refers generally to buying or selling a security, in breach of fiduciary duty or other relationship of trust and confidence, while in possession of material, non-public information. Rule 10b-5 under the Securities Exchange Act of 1934 prohibits trading on the basis of inside information. Inside and non-public information: Any information about a business organization that is not generally available to or known by the public. Material inside information: Inside and non-public information is considered "material" if there is a likelihood that it would be considered important by an investor in making a decision to buy or sell a company's securities, whether stock, bonds, notes, debentures, limited partnership units or other equity or debt securities. Inside information shall be presumed "material" if it relates to, among other things, any of the following: a) Earnings, or financial results, before publicly disclosed, b) Dividend increases or decreases, c) Changes in previously released earnings estimates, d) Significant gains or losses, e) Significant expansion or curtailment of operations, f) Significant merger or acquisition proposals or agreements, g) Significant purchase or sale of assets, h) Significant new products or discoveries, i) Significant borrowing, j) Major litigation, k) New debt or equity offerings, l) Liquidity problems, or m) Significant management changes. No person covered by this Code may trade, either personally or on behalf of others, while in possession of Inside Information. This includes "tipping" of information to others who trade on behalf of their own accounts. This means: NCM Access Persons shall not trade for their own accounts, or recommend trading on the basis of material, or inside and non-public information in their possession. Access Persons are required to observe the limitations imposed by the federal securities laws, particularly Rule 10b-5. If an Access Person has any question as to whether information is material or inside and non-public, he or she shall resolve the question(s) before trading, recommending trading or divulging the information. 08/01/08 APPENDIX J If there is any unresolved question in a team member's mind as to whether information is material or inside and non-public, it should be brought to the attention of NCM's Chief Compliance Officer. Wells Fargo's Law Department will be consulted prior to trading or recommending trading. V. PENALTIES WMG Compliance will report violations of the Code of Ethic quarterly, or as they occur, to NCM's President, as well as Senior Management of the WMG. In addition, each Access Person must immediately report to the Chief Compliance Officer any known or reasonably suspected violations of this Code of which he or she becomes aware. Penalties may range from a notice of censure, disgorgement of profits, to a dismissal and referral to authorities. A consistent pattern of violating any of the above standards could lead to dismissal. VI. CONFIDENTIALITY All reports of personal securities transactions, holdings and any other information filed pursuant to this Code will be kept Confidential, provided, however that such information may also be subject to review by appropriate WMG Compliance Personnel, NCM's Chief Compliance Officer and/or Senior Management and legal counsel. Such information will also be provided to the Securities and Exchange Commission ("SEC") or other government authority when properly requested or pursuant to a court order. 08/01/08 APPENDIX J EXHIBIT A NELSON CAPITAL MANAGEMENT, LLC ACCESS PERSONS As of 8/01/07 Access Persons Covered by NCM Code of Ethics? ----------------- ------------------------------ Aguilar, Lisa Yes Apt, Justin Yes Benner, Scott Yes Brooks, Robin Yes Brown, Dian Yes Dunegan, Dede Yes Horton, Shannon Yes Klosky, Michele Yes Kurtz, Lloyd Yes Manchester, Jon Yes Marcoux, Frank Yes Mayhew, Anissa Yes McQuillen, Lena Yes Ramar, Sue Yes Roncal, Stephanie Yes Weng, Jessica Yes 08/01/08 APPENDIX J EXHIBIT B NELSON CAPITAL MANAGEMENT CERTIFICATION AND ACKNOWLEDGEMENT Code of Ethics Policy on Personal Securities Transactions And Insider Trading I hereby certify that I have received a copy of Nelson Capital Management's Code of Ethics Policy on Personal Securities Transactions and Insider Trading and acknowledge that I have read it and understand it. I have had the opportunity to ask any questions I may have concerning the meaning and interpretation of the provisions of the Code of Ethics and I understand the obligations set forth therein that are applicable to me. I agree to abide by and comply with all such policies and procedures. Signed: -------------------------------- Name: ---------------------------------- Date: ---------------------------------- The Certification and Acknowledgment form is due 10 days from date of receipt. 08/01/08 APPENDIX J EXHIBIT C NELSON CAPITAL MANAGEMENT INITIAL HOLDINGS REPORT Name: -------------------------------------------------------------------------- Position: ---------------------------------------------------------------------- PERSONAL HOLDINGS DISCLOSURE [_] I have attached a report that, at a minimum, includes the security name, number of shares and principal amount of every non-exempt security that I have any beneficial ownership within all of my personal securities accounts listed below.* [_] I have no holdings except for those securities exempt by the Code. DUPLICATE TRADE CONFIRMATION & STATEMENT [_] I have directed the following firms (list all firms and provide account numbers) with which I have personal securities accounts to supply duplicate copies of confirmations of all personal securities transactions for all accounts in which I have any beneficial ownership.** ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ---------------------------------------------------------------------------- [_] I have no brokerage account(s). I hereby certify that the information provided herein is complete and accurate. I also acknowledge that I have received, reviewed and understand the Nelson Capital Management's Code of Ethics Policy on Personal Securities Transactions and Insider Trading, and the Wells Fargo & Company Code of Ethics and have complied with all of its requirements. Signature: Date: -------------------------------- ------------ *An account statement no older than 45 days from the day of reporting may be submitted in lieu of this report. **Copies of broker(s) documentation (with the exception of Charles Schwab and Wells Fargo) are to be directed to the following: Wells Fargo Wealth Management Group PST Administrator MAC A0112-063 550 California St, 6th Floor San Francisco, CA 94104-1004 08/01/08