I. INTRODUCTION
A. Fiduciary Duty. This Code of
Ethics is based on the principle that all employees of Pacer Advisors, Inc. (the "Company") and certain other persons have a fiduciary duty to place the interests of clients ahead of their own and the Company's. This Code of Ethics applies to all
Employees. Employees must avoid activities, interests, and relationships that might interfere with making decisions in the best interests of the Company's Advisory Clients.
For purposes of this policy, the following words shall mean:
"Access
Persons" means all employees, directors, officers, partners or members of the Company, as the case may be, who;
(i) Have access
to non-public information regarding Advisory Clients' purchases or sales of securities or
(ii) Are involved
in making securities recommendations to Advisory Clients. Client services personnel who regularly communicate with Advisory Clients
also may be deemed to be Access Persons.
"Advisory
Client" means any person or entity for which the Company serves as investment adviser, renders investment advice or makes investment decisions.
"Beneficial
Ownership" or "Beneficially Owns" means the same as it does under Section 16 of the Securities Exchange Act of 1934, as amended, and Rule J6a-J (a)(2) there-under.
Specifically, a person is the "beneficial owner" of any securities in which he or she has a direct or indirect pecuniary (monetary) interest. Beneficial Ownership includes, but is not limited to securities or accounts held in the name or for the benefit of the following:
|
•
|
a member of an Access Person's immediate family (spouse, domestic partner, child or parents) who lives in an Access Person's
household (including children who are temporarily living outside of the household for school, military service or other similar situation);
|
|
•
|
a relative of the person who lives in an Access Person's household and over whose purchases, sales, or other trading activities
an Access Person directly or indirectly exercises influence;
|
|
•
|
a relative whose financial affairs an Access Person "controls", whether by contract, arrangement, understanding or by convention
(such as a relative he or she traditionally advises with regard to investment choices, invests for or otherwise assists financially);
|
|
•
|
an investment account over which an Access Person has investment control or discretion;
|
|
•
|
a trust or other arrangement that names an Access Person as a beneficiary; and
|
|
•
|
a non-public entity (partnership, corporation or otherwise) of which an Access Person is a director, officer, partner employee,
or in which he owns 10% or more of any class of voting securities, a "controlling" interest as generally defined by securities laws, or over which he exercises effective control.
|
"Code"
means this policy as supplemented by other policies and procedures contained in the Company's Compliance Manual.
"Reportable
Securities" means all securities in which an Access Person has a Beneficial Ownership interest except:
(i) U.S.
Government securities
(ii) Money-market
instruments (e.g. , bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality
short-term debt instruments)
(iii) Shares of
money market funds
(iv) Shares and
holdings in other mutual funds unless the Company acts as the investment advisor to, or the principal underwriter of, the subject fund
(v) Units of a
unit investment trust if the UIT is invested exclusively in unaffiliated mutual funds and
(vi) Exchange
Traded Funds (ETFs)
(vii) Exchange
Traded Notes (ETNs)
‘‘Supervised
person’’ means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment
adviser and is subject to the supervision and control of the investment adviser.
As fiduciaries, all Employees must at all times:
1. Place the interests
of Advisory Clients first. All Supervised Persons must scrupulously avoid serving their own personal interests ahead of the interests of the Company's Advisory Clients. Supervised Persons may not induce or cause an Advisory Client to
take action, or not to take action, for personal benefit, rather than for the benefit of the Advisory Client. For example, a supervisor or employee would violate the policy by causing an Advisory Client to purchase a security he or she owned for
the purpose of increasing the price of that security.
2. Avoid taking
inappropriate advantage of their position. The receipt of investment opportunities, perquisites or gifts from persons seeking business with the Company or its Advisory Clients, could call into question the exercise of the independent
judgment of a Supervised Persons. Access Persons may not, for example, use their knowledge of portfolio transactions to profit by the market effect of such transactions.
3. Conduct all personal
securities transactions in full compliance with this Code including both pre-clearance and reporting requirements. Doubtful situations always should be resolved in favor of Advisory Clients. Technically, compliance with the Code's
provisions shall not automatically insulate from scrutiny any securities transactions or actions that indicate a violation of the Company's fiduciary duties.
II. RESTRICTIONS ON PERSONAL TRADING. The
following rules are intended to prevent any suggestion or implication that Access Persons are using their relationship with the Company to obtain advantageous treatment to the detriment of the interests of clients:
A. Initial Public Offerings. No
Access Person may purchase any security in any public offering that may be construed as a “new issue” without the prior written approval of the Chief Compliance Officer.
B. Private Placements. Each Access
Person who wishes to purchase or sell a security in a private placement, must notify and obtain prior approval from the Chief Compliance Officer or his or her designee prior to effecting the transaction. In considering such pre-clearance, the
Chief Compliance Officer or his or her designee will consider whether the opportunity is being offered to the Access Person by virtue of his/her position with the Company. Pre-clearance will be granted at the discretion of the Chief Compliance
Officer or his or her designee. Access Persons who have been authorized to acquire securities in a private placement are required to disclose such investment to the client when they participate in any client’s subsequent consideration of an
investment in the issuer. Additionally, in such circumstances, the decision to purchase securities of the issuer for the client should be made either by another employee of the Company or, at a minimum, should be subject to an independent review
by investment personnel of the Company with no personal interest in the issuer.
C. Pacer Exchange Traded Funds. Each
Access Person who wishes to purchase or sell Pacer ETFs, must notify and obtain prior approval from the Chief Compliance Officer or his/her designee prior to effecting the transaction. In considering such pre-clearance, the Chief Compliance
Officer or his or her designee will consider whether the Access Person is purchasing/selling the ETFs based on potential non-public information at the time that the transaction is intended to be made. Pre-clearance will be granted at the
discretion of the Chief Compliance Officer or his or her designee. It is noted that excluded from these Pre-Clearance requirements are allocations made to Pacer ETFs through employee 401(k) plans.
D. Holdings Reporting by Access Persons. Each
Access Person shall complete a holdings report no later than 10 days after the person becomes an Access Person, and the information in the holdings report must be current as of a date no more than 45 days prior to the date the person becomes an
access person. The initial holdings report is attached as Exhibit D and shall be submitted to the Chief Compliance Officer
E. Personal Securities Transactions by
Access Persons. Each Access Person shall direct his or her broker to supply to the Chief Compliance Officer (“CCO”) or her delegate, within 30 days after the end of each calendar quarter, a written report of all Reportable Securities
transactions in which the person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership and copies of periodic statements for all securities accounts. The Quarterly Transaction Report is attached as Exhibit E. A Quarterly Transaction Report may contain a statement that the report is not to be construed as an admission that the person making it
has or had any direct or indirect Beneficial Ownership of any Security to which the report relates.
E. When Will Pre-clearance Be Denied.
Pre-clearance may be denied for an IPO or Private Placement accounts if, in the judgment of the CCO, the level of client activity is sufficient to create the potential for market movement in that security. The CCO retains the right to deny
pre-clearance for any reason whatsoever, without disclosure of the basis for the denial to the Access Person.
III. OTHER DUTIES
A. Confidentiality. Access Persons
are prohibited from revealing information relating to the investment intentions, activities or portfolios of Advisory Clients except to persons whose responsibilities require knowledge of the information in the ordinary course of business.
B. Gifts. The following provisions
on gifts apply to Access Persons:
1.
Accepting Gifts. On occasion, because of their position with the Company, Acess Persons may be offered or may receive without notice, gifts from clients, brokers, vendors or other persons. Acceptance of extraordinary or extravagant gifts
is prohibited. Any such gifts must be declined and returned in order to protect the reputation and integrity of the Company. Gifts of nominal value (i.e., a gift whose reasonable value, alone or in the aggregate, is not more than $100 in any
twelve-month period), customary business meals, entertainment (e.g., sporting events, entertainment whose reasonable value, alone or in the aggregate, is not more than $2,500 in any twelve-month period), and promotional items (e.g., pens, mugs,
T-shirts) may be accepted. All gifts received by a Supervised Person that might violate this Code must be promptly reported to the CCO of the Company.
2.
Solicitation of gifts. Access Persons are prohibited from soliciting gifts of any size under any circumstances.
3.
Giving gifts. Access Persons may not give any gift with a value in excess of $100 (per year) to an Advisory Client or persons who do business with, regulate, advise or render professional services to the Company.
C. Company Opportunities. Supervised
Persons may not take personal advantage of any opportunity properly belonging to any Advisory Client or the Company. This includes, but is not limited to, acquiring Reportable Securities for one's own account that would otherwise be acquired for
an Advisory Client.
D. Reporting, Review and Recordkeeping.
All violations of the Code must be reported promptly to the CCO. The CCO shall periodically review Access Persons' personal trading reports and otherwise take reasonable steps to monitor compliance with, and enforce, this Code of Ethics. The CCO
shall maintain in the Company's files:
(i) A current
copy of the Code
(ii) Records of
violations and actions taken as a result of the violations
(iii) Copies of
all Supervised Persons written acknowledgement of receipt of the code
(iv) Copies of
the annual compliance certificates required by the code
E. Sanctions. If the CCO determines
that a Supervised Person has committed a violation of the Code, the Company may impose sanctions and take other actions as it deems appropriate, including a letter of caution or warning, suspension of personal trading privileges, suspension or
termination of employment, fine, civil referral to the State securities regulators and, in certain cases, criminal referral. The Company may also require the offending Access Person to reverse the trades in question, forfeit any profit or absorb
any loss derived there-from; and such forfeiture shall be disposed of in a manner that shall be determined by the Company in its sole discretion. Failure to timely abide by directions to reverse a trade or forfeit profits may result in the
imposition of additional sanctions.
F. Exceptions. Exceptions to the
Code will rarely, if ever, be granted. However, the CCO may grant an occasional exception on a case-by-case basis when the proposed conduct involves negligible opportunities for abuse. All exceptions shall be solicited and issued in writing. No
reports shall be required under this Code for (i) transactions effected pursuant to an automatic investment plan and (ii) securities held in accounts over which the Access Person has no direct control.
G. Outside Business Activities. All
employee board memberships, advisory positions, trade group positions, management positions or any involvement with public companies must be fully disclosed and submitted for prior approval to the CCO, with the exception of purely charitable or
civic involvements which do not impinge on the employee's full-time work commitment to the Company. Approval must be obtained through the CCO, and will ordinarily require consideration by senior officers of the Company. The Company may deny
approval for any reason. This prohibition does not apply to service as an officer or board member of any parent, subsidiary or sister company of the Company, as applicable. All Supervised Persons will be required to submit, on an annual basis, a
completed Conflicts Questionnaire, which is attached to the Code of Ethics as Exhibit B.
H. Compliance Certification. All
Supervised Persons shall sign a certificate promptly upon becoming an Supervised Person by virtue of initial employment, promotion or other association with the Company -that evidences his or her receipt of this Code of Ethics all Supervised
Persons will be required to re-certify, on an annual basis thereafter, via the Annual Certification of Compliance, with the Code -of Ethics form attached as Exhibit C.
Exhibit A
Personal Trade Request (PTR) Form
The following form must be completed by you in order to request pre-clearance of a personal securities transaction that requires pre-clearance
under the Pacer Advisors, Inc. Code of Ethics. You further certify that you do not have any confidential or inside information relating to the issuer of this Security. This Form must be submitted to the Company's CCO or her delegate. You may not
complete this trade until you receive approval from the CCO. If approved, the approval is good for the day it is given and the following business day. If your trade is not completed within that time, you must submit a new request.
Investment Information:
Issuer and ticker symbol: ____________
Nature of Equity Investments:
Describe investment: ____________ Number of Shares: ____________
Nature of Fixed Income Investments:
Describe instrument: ____________ Principal amount of trade: ____________
Transaction Type (please circle):
Purchase Sale Short Sale
Proposed Trade Date: ____________ Current / Estimated Price: ____________
Broker/Dealer: ________________________
Is the proposed investment an IPO? Yes / No
Is the proposed investment a Limited Offering? Yes
/ No
Access Person Signature: _______________________________________ Date: ____________
Printed Name: ______________________________________________________________________
Title of Account(s): __________________________________________________________________
CCO Action & Date (Initial One)
Approved: ________________ Denied: ________________
Exhibit B
Conflicts Questionnaire
Pacer Advisors, Inc. (“the Firm”) is required to monitor Supervised Person’ circumstances that pose a potential conflict
with our management of Client accounts. Please complete this questionnaire and disclose the required information. In addition, we will ask for a recertification of the information contained in the questionnaire annually. If during the year, your activities or associations change in a way that would change your responses, you must promptly notify the Compliance Officer of such change(s).
|
A.
|
Please disclose the requested information for any entity (including any commercial business or not-for-profit organization) other
than the Firm in which, or from which, you (1) receive compensation; (2) take an active role in making management decisions; (3) serve as an officer, director or general partner; or (4) provide any advice about investments.
|
|
Name of Entity:
|
Nature of Affiliation or Title:
|
Public Company
|
|
1. ______________________________
|
______________________________________________
|
Yes/No
|
|
2. ______________________________
|
______________________________________________ |
Yes/No
|
|
3. ______________________________
|
______________________________________________ |
Yes/No
|
|
4. ______________________________
|
______________________________________________ |
Yes/No
|
|
5. ______________________________
|
______________________________________________ |
Yes/No
|
None ___________
|
B.
|
Please disclose whether your spouse or any immediate family member (including your parents, child or siblings) currently conducts
business or works for an entity that conducts business with the Firm or is involved in or works for a securities-related business (e.g. an investment adviser, broker-dealer, or bank).
|
Describe:
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
None ___________
|
C.
|
Please disclose whether your spouse or any immediate family member (including your parents, children or siblings) currently works
for a public company.
|
Describe:
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
None ___________
Please note that these questions are intended to be broad in scope. If you have any question as to whether any
particular arrangement or relationship should be disclosed on this form, please consult the Compliance Officer.
|
Signature: ________________________
|
|
Print Name: ______________________
|
|
Date: _____________________________
|
Exhibit C
ANNUAL CERTIFICATION OF COMPLIANCE WITH THE COMPANY'S PERSONAL SECURITIES TRANSACTIONS DISCLOSURE AND CODE OF ETHICS
I certify that upon my initial employment and/or during the year ended as of the date written below, in accordance with Section II:
Restrictions on Personal Trading of the Company's Code of Ethics:
|
✓
|
_____I have fully disclosed all securities holdings, if applicable, in which I have, or a member of my immediate family has, a
Beneficial Ownership interest.
|
|
✓
|
_____I have obtained pre-clearance, if applicable, for all securities transactions in which I have, or an immediate member of my
family has, a Beneficial Ownership interest except for transactions exempt from pre-clearance or for which I have received an exception in writing from the Company's CCO.
|
|
✓
|
_____I have reported, if applicable, all securities transactions in which I have, or any member of my immediate family has, a
beneficial interest except for transactions exempt from pre-clearance or for which I have received an exception in writing from the Company's CCO.
|
|
✓
|
_____I have complied with the Code of Ethics in all other respects.
|
__________________________________________________
Signature
__________________________________________________
Print Name
Date: __________________
Exhibit D
INITIAL AND ANNUAL HOLDINGS REPORT
I have read and I understand the Code of Ethics of Pacer Advisors, Inc. (the "Code"). I recognize that the provisions
of the Code apply to me and agree to comply in all respects with the procedures described therein. I certify that I have complied in all respects with the requirements of the Code as in effect during the past year.
I also certify that all transactions during the past year that were required to be reported by me pursuant to the Code
have been reported in Quarterly Transaction Reports that I have submitted to the Chief Compliance Officer or in confirmations and statements for each account through which any Securities in which I have any Beneficial Ownership are held,
purchased or sold, that have been sent to the Chief Compliance Officer.
I certify that I have listed below: (1) the title and type of security, and as applicable the exchange ticker symbol or
CUSIP number, number of shares and principal amount of each Covered Security in which I had any Beneficial Ownership as of December 31 and (2) the name of each broker, dealer or bank at which an account is maintained through which any Securities
in which I have any Beneficial Ownership are held, purchased or sold; which shall constitute my Annual Holdings Report. Use reverse side if additional space is needed.
|
Title and Type of Covered Security
|
Exchange Ticker
Symbol or CUSIP
Number
(as Applicable)
|
Number of Shares
|
Principal Amount
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
Name of each broker, dealer or bank:
Date Submitted: ____________________ Print Name: ________________________
Signature: _________________________
ACCESS PERSON QUARTERLY TRANSACTION
REPORT
(Must be submitted no later than 30 days after the end of each Calendar Quarter)
|
Statement to the Company
|
By _______________________________________________
(Please print your full name)
For the Quarter Ended: _____________________________
|
The following are all transactions
in personal securities (not including exempt securities such as bank certificates of deposit, registered open-end mutual fund shares,
Treasury obligations (i.e., T-Bills, Notes and Bonds) and Unit Investment Trusts that hold securities in proportion to a broad base index) effected during this quarter. In lieu of listing every required transaction, an employee may attach a copy of the confirmation or account statement covering every reportable transaction for the period. Notwithstanding this
accommodation, it remains the employee’s sole responsibility to ensure that the required information reflected in those documents is accurate and completely discloses all reportable transactions during the period.
|
Title of Security
|
Type of Security
|
Exchange Ticker or CUSIP No.
|
No. of Shares
|
Principal Amount
|
Trade Date
|
Interest Rate and Maturity Date
|
Nature of Transaction (Purchase/ Sale/gift, etc.)
|
Price
|
Broker, Dealer or Bank Involved
|
Nature of Ownership (Direct, Spouse, etc.)
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Since the prior quarterly report, I have opened or closed the following accounts (including brokerage accounts and bank accounts used
substantially as brokerage accounts):
|
Account Name and Number
|
Firm Through Which
Transactions Are Effected
|
Date Account Opened or Closed
|
| |
|
|
| |
|
|
In connection with any purchases or sales of securities for the Company clients during this quarter, I have disclosed to the Company’s
Chief Compliance Officer or his or her designee any material interests in securities in which I have Beneficial Ownership or some other Beneficial Interest which might reasonably raise the appearance of a conflict with the interests of a Company
client. The names and affiliations of “family members”1 who are employed in the securities or commodities industries and who might be in a position to benefit directly or indirectly from the activities of the Company’s personnel in
the discharge of their duties are as follows:
In connection with any gifts or entertainment received or given during the quarter in excess of the
limits outlined in the Firm’s Compliance Manual and Code of Ethics I confirm that prior written approval was received in each instance. If written approval was not received, I have detailed below such items:
|
Gift/Entertainment
|
Amount
|
| |
|
| |
|
1 The term “family member” means any person’s spouse, child or other relative, whether related by
blood, marriage or otherwise, who either resides with, or is financially dependent upon, or whose investments are controlled by that person and any unrelated individual whose investments are controlled and whose financial support is
materially contributed to by the person, such as a “significant other.”
I certify that I have complied with the Firm’s Pay to Play policy during the quarter and any
required donations were pre-cleared.
I certify that the information provided in this report is accurate and complete.
|
Employee Signature: _________________________________________
|
Date: _______________________
|
REVIEWED BY: ___________________
|