• | Protect the Firm’s clients by deterring misconduct; |
• | Educate employees regarding the Firm’s expectations and the laws governing their conduct; |
• | Remind employees that they are in a position of trust and must act with complete propriety at all times; |
• | Protect the reputation of the Firm; |
• | Guard against violation of the securities laws; and |
• | Establish procedures for employees to follow so that the Firm may determine whether employees are complying with Analytic’s ethical principles. |
1. | The interests of clients are paramount. All Analytic personnel must conduct themselves and their operations to give maximum effect to this tenet by at all times placing the interests of clients before their own. |
2. | All personal transactions in securities by Analytic personnel must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of any client. |
3. | All Analytic personnel must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to a client, or that otherwise bring into question the person’s independence or judgment. |
4. | All information concerning the specific security holdings and financial circumstances of any client is strictly confidential. Access persons are expected to maintain such confidentiality, secure such information and disclose it only to other employees with a need to know that information. |
5. | All personnel will conduct themselves honestly, with integrity and in a professional manner to preserve and protect the Firm’s reputation. |
1. | “access person” includes any employee designated by the Chief Compliance Officer, or a designated compliance associate, who: |
i. | has access to nonpublic information regarding any client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any investment company the Firm manages; |
ii. | is involved in making securities recommendations to clients, or has access to such recommendations that are nonpublic; or |
iii. | is a director or officer of the Firm (or other person occupying a similar status or performing a similar function) |
2. | “beneficial ownership” of a security is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This means that a person should generally consider himself or herself the beneficial owner of any securities in which he or she has a direct or indirect pecuniary interest. In addition, a person should consider himself or herself the beneficial owner of securities held by (i) his or her spouse or domestic partner, (ii) minor children, (iii) a relative who shares his or her home, (iv) a trust, estate, or other account in which he/she has a present or future interest in the income, principal or right to obtain title to the securities, or (v) other persons by reason of any contract, arrangement, understanding, or relationship that provides him or her with sole or shared voting or investment power over the securities held by such person. |
3. | “Chief Compliance Officer” refers to the individual appointed by the Firm’s Board of Directors to oversee its Code. |
4. | “control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. 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. This is a rebuttable presumption, and it may be countered by the facts and circumstances of the given situation. Any person who does not so own more than 25% of the voting securities of any company shall be presumed not to control such company. A natural person shall not be presumed to be a controlled person. |
5. | “client” means any Fund, a series of any Fund, or a separately managed investment management account for whom Analytic acts as investment adviser or subadviser. |
6. | “disclosable transaction” means any transaction in a security pursuant to which an access person would have a beneficial ownership, as well as any transaction in any Fund. |
7. | “family members” means members of the access person’s immediate family and other relatives residing the access person’s household. |
9. | “initial public offering” means an offering of securities registered under the Securities Act of 1933, as amended (the “1933 Act”), the issuer of which, immediately before the registration was not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. Limited offering means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or Rules 504, 505, or 506 under the Securities Act. Limited offerings are commonly referred to as private placements. |
10. | “investment personnel” means (i) any portfolio manager and (ii) research analysts, portfolio analyst, traders and other personnel who provide information and/or advice to any portfolio manager, or who execute or help execute any portfolio manager’s decisions or who otherwise 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 Firm. Investment personnel also includes any natural person who controls the Firm and who obtains current information concerning recommendations regarding the purchase and sale of securities by the Firm. |
11. | A “Managed Fund” is any Fund advised/subadvised by Analytic. |
12. | A “managed limited partnership” is any limited partnership of which Analytic is the general partner or for which Analytic serves as investment adviser. |
13. | “Nonresident Director” means any director of the Firm who (a) is not an officer, employee or shareholder of the Firm, b) does not maintain a business address at the Firm and 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 Firm, information regarding recommendations concerning the purchase or sale of securities by the Firm or information regarding securities being considered for purchase or sale by the Firm. |
14. | “person” means a natural person or a company. |
15. | “personal account” means any securities account in which an access person or Nonresident Director has beneficial ownership. However, an access person’s personal account shall not include such access person’s interest in any managed limited partnership in which not more than 5% of the total interests are represented by investments of the direct portfolio manager(s) managing the partnership and not more than 10% of the total interests are represented by investments of all access persons in the aggregate. All similar managed limited partnerships will be viewed as a single entity for this purpose. A managed limited partnership will not be considered a personal account of Analytic in its capacity as general partner of such partnership or as investment adviser to such partnership. |
16. | “portfolio manager” means an employee of the Firm entrusted with the direct responsibility and authority to make investment decisions affecting the client accounts managed by the Firm. |
17. | “purchase or sale of a security” includes, among other things, the purchase or sale of an option whose underlying instrument would be classified as a security. |
18. | The designated “Review Officer” is the Chief Compliance Officer of Analytic. Each of (i) the Chief Investment Officers of Analytic, (ii) the President of Analytic and (iii) the Chief Operating Officer of Analytic is an “Alternate Review Officer.” In the absence of the Review Officer, an Alternate Review Officer shall act in all respects in the manner prescribed herein for the Review Officer. The “Review Committee” shall consist of the Review Officer and any two of the Alternate Review Officers. In the absence of the Review Officer, the Review Committee shall consist of three Alternate Review Officers. The Review Committee will have no other responsibilities under the Code except the review and approval of pre-clearance requests. |
19. | A “related security” is any security whose value directly fluctuates as a result of a change in the value of a security in the security universe. |
20. | “security” any stock, bond, future, investment contract or any other instrument that is considered a “security” under the Advisers Act. The term also includes: |
• | options on securities, on indexes and on currencies; |
• | futures contracts; |
• | interests in limited partnerships (including limited liability and other companies that are treated as partnerships for U.S. federal income tax purposes); |
• | shares of foreign unit trusts and foreign mutual funds; |
• | shares of closed-end investment companies; and |
• | shares of and/or interests in private investment funds, hedge funds, investment clubs and any other pooled investment vehicles exempt from registration under the Act; |
• | direct obligations of the U.S. government; |
• | bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements; |
• | shares issued by money market funds (domiciled inside or outside the United States); |
• | shares of open-end Funds that are not advised or subadvised by the Firm; and |
• | shares issued by unit investment trusts that are invested exclusively in one or more open-end Funds, none of which are Managed Funds (. |
21. | A “security held or to be acquired” by a client means (i) any security which, within the most recent 15 days, (a) is or has been held by a client or (b) is being or has been considered by Analytic for purchase for a client or (ii) any option to purchase or sell any security convertible into or exchangeable for a security described in (i) above. |
22. | A security is “being purchased or sold” by a client from the time when a recommendation has been communicated to the persons who place the buy and sell orders for that client until the time when such program has been fully completed or terminated. |
23. | “security universe” means only the securities held or to be acquired by Analytic on behalf of its clients or the securities held by Analytic’s clients. |
1. | No access person shall, in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired by any client: |
a) | employ any device, scheme, or artifice to defraud such client; |
b) | make to such client any untrue statement of a material fact or omit to state to such client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; |
c) | engage in any act, practice, or course of business that would operate as a fraud or deceit upon such client; |
d) | engage in any manipulative practice with respect to such client; or |
e) | engage in any manipulative practice with respect to securities, including price manipulation. |
2. | Subject to certain exemptions in Section IV (2) of this Code, no access person (other than a Nonresident Director) may purchase or sell, directly or indirectly, a security for a personal account at the same time that the same security or a related security is in the security universe without prior written approval of the Review Committee. Subject to certain exemptions in Section IV (2) of this Code, no Nonresident Director may knowingly purchase or sell, directly or indirectly, a security for a personal account at the same time that the same security or a related security is in the security universe, without the prior written consent of the Review Committee. |
3. | No access person shall reveal to any other person (except in the normal course of his or her duties on behalf of any client) any information regarding transactions in securities by any client or any such securities in the security universe. |
4. | No access person shall recommend any transaction in securities by any client without having disclosed his or her interest, if any, in such securities or the issuer thereof, including without limitation: |
a) | the access person’s beneficial ownership of any securities of such issuer; |
b) | any contemplated transaction by the access person in such securities; |
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, on the one hand, and the access person or any party in which the access person has a significant interest, on the other; provided, however, that in the event the interest of such access person in such issuer is not material to his or her personal net worth and any contemplated transaction by the access person in securities of such issuer cannot reasonably be expected to have a material adverse effect on any such transaction by any client or on the market for the securities generally, that access person shall not be required to disclose his or her interest in those securities or the issuer thereof in connection with any such recommendation. |
5. | No access person (other than a Nonresident Director) shall acquire beneficial interest in any securities in an initial public offering (“IPO”) or other limited offerings commonly referred to as private placements, without prior written approval of the Review Committee. The Review Committee must maintain a record of any decision, and the reasons supporting the decision, to approve the access person’s acquisition of an IPO or private placement for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval the Review Committee will carefully evaluate such investment to determine that the investment creates no material conflict between the access person and the Firm or its clients. The Review Committee may make such determination by looking at, among other things, the nature of the offering and the particular facts surrounding the purchase. For example, the Review Committee may consider approving the transaction if the Review Committee can determine that: (i) the investment did not result from directing Firm business to the underwriter of the issuer of the security, (ii) the access person is not misappropriating an opportunity that should have been offered to a client, and (iii) the access person’s investment decisions for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients. Any person authorized to purchase security in an IPO or private placement shall disclose that investment when they play a part in the |
6. | No access person shall profit from the purchase and sale, or sale and purchase, of the same (or equivalent) security within a 60-day calendar day period. Trades made in violation of this prohibition will be unwound, if possible. Otherwise, any profits realized on such short-term trades shall be subject to disgorgement to the appropriate client portfolio. |
7. | Subject to Section IV (2) of this Code, new employees who at the date of their employment own any security included in the security universe and current employees with a security holding that subsequently is included in the security universe are prohibited from engaging in any transaction which might be deemed to violate this Code. |
8. | No access person shall sell for a profit a holding of a Managed Fund (including exchange redemptions) prior to 90 days of purchase. |
9. | No access person shall purchase common, preferred or any other shares or debt securities of a closed-end Managed Fund. |
1. | Access persons are strongly encouraged to limit personal transactions to the purchase and sale of open-end Funds and exchange-traded funds. All proposed transactions in a security by an access person (other than a Nonresident Director) must be pre-approved by the Review Committee. All pre-clearance requests will be considered by the Review Committee, which will document all decisions. |
2. | The pre-clearance requirements of Section IV (1) shall not apply to purchases or sales of direct obligations of the Government of the Untied States, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments (including repurchase agreements), shares of open-end Funds, and exchange-traded funds. |
3. | No Review Officer or Alternate Review Officer will be involved in the review and approval of his or her own pre-clearance request. |
1. | A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the Firm and its clients. No access person shall accept or receive any gifts, favors, entertainment or other |
2. | No access person (or their family) may make a political contribution for the purpose of obtaining or retaining advisory contracts with government entities. Access persons may not consider any of the Firm’s current or anticipated business relationships as a factor in soliciting political or charitable donations. Access persons should refer to the Firm’s Pay-to-Play Policy for specific limitations on making political contributions. Questions regarding limitations on political and charitable contributions should be directed to the Chief Compliance Officer or the Chief Operating Officer. |
3. | Because of the high potential for conflicts of interest and insider trading problems, the Firm carefully scrutinizes any access person’s service on a board of directors of a publicly traded company. No access person shall accept a position as a director, trustee, or general partner of a publicly traded company or partnership unless the acceptance of such position has been approved by the Chief Compliance Officer. Such authorization will be granted based solely on the best interests of the Firm and its clients. |
4. | No access person shall knowingly buy or sell a security within seven calendar days before and two calendar days after any portfolio of the Firm trades in that security. Any trades made within the proscribed period will be unwound, if possible. Otherwise, any profits realized on trades within the proscribed period shall be disgorged to the appropriate client portfolio. |
5. | Every access person must direct each brokerage firm or bank at which the access person maintains a personal account to send duplicate copies of confirmations of all disclosable transactions and copies of periodic statements for all such accounts promptly to Analytic. Compliance with this provision can be effected by the access person providing duplicate copies of all such statements directly to Analytic. A Nonresident Director may direct each brokerage firm or bank at which he maintains a personal account to send duplicate copies of confirmations of all disclosable transactions or copies of periodic statements for all such accounts promptly to Analytic. A quarterly transactions report under Section IV need not be filed by a Nonresident Director if it would duplicate information contained in broker trade confirmations or account statements received by Analytic in the time period required for reporting and all necessary information is included. |
1. | Every access person and each Nonresident Director shall report all disclosable transactions in which such access person or Nonresident Director has, or by reason of such transaction acquires, any beneficial ownership in securities; provided, however, an access person or Nonresident Director shall not be required to make a report with respect to transactions effected for any account over which such person does not have any direct or indirect influence. Reports shall be filed with the Review Officer each quarter. The Review Officer shall submit confidential quarterly reports with respect to his or her own personal securities transactions to an Alternate Review Officer, who shall act in all respects in the manner prescribed herein for the Review Officer. |
2. | Every report shall be made not later than thirty days after the end of the calendar quarter in which the transaction to which the report relates was effected and shall contain the following information: |
a) | the date of the transaction, the title and the number of shares, interest rate and maturity date (if applicable), trade date and the principal amount of each security involved; |
b) | the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
c) | the price at which the transaction was effected; |
d) | the name of the broker, dealer or bank with or through whom the transaction was effected; and |
e) | the date the report was submitted to the Review Officer. |
3. | Any such report may refer to the information contained in the statements required by Section VI (2) of this Code. |
4. | Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any beneficial ownership in the security or securities to which the report relates. |
5. | Every access person shall report the name of any publicly traded company (or any company anticipating a public offering of its equity securities) and the total number of its shares beneficially owned by him or her if such total ownership is more than 1/2 of 1% of the company’s outstanding shares. |
6. | Every access person who owns securities acquired in a private placement shall disclose such ownership to the Review Officer if such person is involved in any subsequent consideration of an investment in the issuer by a client. Analytic’s decision to recommend the purchase of such issuer’s securities to any client will be subject to independent review by investment personnel with no personal interest in the issuer. |
7. | In the event that no disclosable transactions occurred during the quarter, the report should be so noted and returned signed and dated. |
8. | Every access person and Nonresident Director shall disclose to the Review Officer all personal securities holdings, personal holdings of a Fund and personal accounts as of the calendar year ended within 30 days after year-end. In addition to reporting securities holdings, every access person shall certify annually that he or she: |
a) | has received, read and understands the Firm’s Code and recognized that he/she is subject to it; |
b) | has complied with the Code; |
c) | has disclosed and reported all disclosable transactions; |
d) | has not disclosed pending “buy” or “sell” orders for a client to any employees of any other management company, except where the |
e) | has no knowledge of the existence of any personal conflict of interest relationship which may involve a client, such as economic relationship between his or her transactions and securities held or to be acquired by any client portfolios. |
9. | Analytic shall provide access persons with the Code and any amendments of the Code and access persons shall submit written acknowledgement that they have received, read, and understand the amendments to the Code. The Firm and members of its compliance staff will make every attempt to highlight important changes for employees. |
10. | All access persons must report violations of the Firm’s Code promptly to the Chief Compliance Officer. Any reports pursuant to the Firm’s Code will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Access persons may submit any violation report referenced herein anonymously. The Firm encourages access persons to report “apparent” or “suspected” violations of the Code in addition to actual or known violations of the Code. Retaliation against any access person who reports a violation with respect to the Firm’s Code is prohibited and constitutes a further violation of this Code. |
11. | No Review Officer or Alternate Review Officer will be involved in the review of his or her own reporting forms. |
1. | The Review Officer or, in his or her absence, an Alternate Review Officer has been designated with the responsibility of reviewing and monitoring personal securities transactions and trading patterns of the Firm’s access persons. The review of personal securities holding and transaction reports by access persons will include: (i) an assessment of whether the access person followed any required internal procedures, such as pre-clearance; (ii) comparison of personal trading to a restricted lists, if any; (iii) an assessment of whether the access person is trading for his or her own account in the same securities he or she is trading for clients and if so, whether the clients are receiving terms as favorable as the access person takes for himself or herself; (iv) periodically analyzing the access person’s trading for patterns that may indicate abuse, including market timing; and (v) investigation of any substantial disparities between the percentage of trades that are profitable when the access person trades for his or her own account and the percentage that are profitable when he or she places trades for clients. |
2. | If the Review Officer determines that a violation of this Code may have occurred, he or she shall submit his or her determination, and any additional explanatory material provided by the individual, to an Alternate Review Officer, who shall make an independent determination as to whether a violation has occurred. |
3. | If the Alternate Review Officer finds that a violation has occurred, the Alternate Review Officer shall impose upon the individual such sanctions as he or she deems appropriate, including, but not limited to, a letter of censure, suspension or termination of the employment of the violator, or disgorgement of profits. There shall be no mandatory sanction for inadvertent non-compliance with the blackout trading restrictions set forth in Section III (2) or Section V (3). |
4. | No person shall participate in a determination of whether he or she has committed a violation of this Code or of the imposition of any sanction against himself or herself. If a securities transaction of the Review Officer is under consideration, an Alternate Review Officer shall act in all respects in the manner prescribed herein for the Review Officer. |
1. | A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved; |
2. | A record of any violation of the Code, and of any action taken as a result of such violation, shall be preserved for a period of not less than five years following the end of the fiscal year in which it was made; |
3. | A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, an access person shall be preserved for a period of not less than five years following the date the individual ceases to be an access person of the Firm; |
4. | A copy of each report made by an access person or Nonresident Director pursuant to this Code shall be preserved for a period of not less than five years from the end of the fiscal year in which it was made; |
5. | A list of all persons who are, or within the past five years, have been required to make reports pursuant to this Code and a list of all persons who were responsible for reviewing the reports shall be maintained; |
6. | Each memorandum made by the Review Officer hereunder for a period of five years from the end of the fiscal year in which it was made; |
7. | A record of any decision and supporting the reason(s) for approving the acquisition of securities by access persons in IPOs and limited offerings for at least five years after the end of the fiscal year in which approval was granted; and |
8. | A copy of every report provided to a Managed Fund’s Board of Directors by the Firm which describes any issue arising under this Code and certifies that the Firm has adopted procedures reasonably necessary to prevent access persons from violating this Code. |
1. | Reports submitted pursuant to this Code shall be confidential and shall be provided only to those employees of the Firm with a need to know the contents thereof, officers and directors of the Firm, chief compliance officers of any Managed Fund, counsel and/or regulatory authorities upon appropriate request. |
2. | Analytic may from time to time adopt such interpretations of this Code as it deems appropriate. |
3. | The Review Officer shall prepare a report to Analytic’s Board of Directors, upon request, as to the operation of this Code and shall address in any such report the need (if any) for further changes or modifications to this Code. |
4. | The Review Officer shall provide to the Chief Compliance Officer of any Managed Fund any reports required under the Fund’s Code. |
5. | The Firm will include in its Form ADV, a description of the Firm’s Code, and the Firm will provide a copy of its Code to any client or prospective client upon request. |