§ 275.204A-1 — Investment adviser codes of ethics.

Rule 204A-1 was adopted in 2004 (compliance date 2005) under § 204A of the Advisers Act. It requires every SEC-registered investment adviser to adopt a code of ethics that, at a minimum, sets forth a standard of business conduct, requires personal-trading reporting and review, and prohibits insider trading by personnel.

(a) Adoption and content.

If you are an investment adviser registered or required to be registered under section 203 of the Advisers Act, you must establish, maintain, and enforce a written code of ethics that, at a minimum, includes:

1. A standard (or standards) of business conduct that you require of your supervised persons, which standard must reflect your fiduciary obligations and those of your supervised persons; 2. Provisions requiring your supervised persons to comply with applicable federal securities laws; 3. Provisions that require all of your access persons to report, and you to review, their personal securities transactions and holdings periodically as provided below; 4. Provisions requiring supervised persons to report any violations of your code of ethics promptly to your chief compliance officer or, if you so designate, to other persons, provided that the chief compliance officer also receives reports of all violations; and 5. Provisions requiring you to provide each of your supervised persons with a copy of your code of ethics and any amendments thereto, and requiring those persons to acknowledge, in writing, their receipt of the code and any amendments.

(b) Personal securities reports — content and timing.

Each access person of an investment adviser must, with respect to "reportable securities" (defined in paragraph (e), below), submit:

(1) Initial holdings report.

Within 10 days of becoming an access person, an initial holdings report that:

- Identifies the title and type of security; for each reportable security, the exchange ticker symbol or CUSIP, number of shares, and principal amount; - Identifies the name of any broker, dealer, or bank with which the access person maintains an account in which any securities are held for the access person's direct or indirect benefit; and - States the date the access person submits the report.

The information must be current as of a date no more than 45 days before the access person becomes an access person.

(2) Quarterly transaction report.

Within 30 days after the end of each calendar quarter, a report covering all reportable-security transactions during the quarter, identifying the date of the transaction, the title and type of security (with CUSIP, ticker, etc.), the nature of the transaction (purchase, sale, or other acquisition or disposition), the price, and the broker or bank effecting the transaction.

(3) Annual holdings report.

Within 45 days after the end of each calendar year, a report containing the same content as the initial holdings report, current as of a date no more than 45 days before the report is submitted.

(c) Exceptions to reporting.

You need not require an access person to submit:

1. A transaction report with respect to transactions effected pursuant to an automatic investment plan (e.g., a payroll-deduction or dividend reinvestment plan), provided the access person reports the holdings in the relevant account on the initial and annual holdings reports; 2. A transaction report or holdings report with respect to securities held in accounts over which the access person has no direct or indirect influence or control; 3. A transaction report if the report would duplicate information contained in trade confirmations or account statements that you hold in your records, provided that you receive the confirmations or statements no later than 30 days after the close of the calendar quarter in which the transaction takes place.

(d) Pre-approval of investments in IPOs and limited offerings.

Your code of ethics must require investment personnel to obtain your approval before they directly or indirectly acquire beneficial ownership in any security in an initial public offering or in a limited offering. Pre-approval analyses should consider whether the opportunity should be offered to clients first, and whether the investment personnel's participation creates a conflict.

(e) Definitions.

Access person.

(1) Any of your supervised persons: (i) Who has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or (ii) Who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic. (2) If providing investment advice is your primary business, all of your directors, officers, and partners are presumed to be access persons.

Reportable security.

A security as defined in section 202(a)(18) of the Advisers Act, except that it does not include:

- Direct obligations of the Government of the United States; - Bankers' acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements; - Shares issued by money-market funds; - Shares issued by open-end funds other than reportable funds; and - Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds.

Reportable fund.

(1) Any fund for which the adviser serves as an investment adviser as defined in section 2(a)(20) of the Investment Company Act; or (2) Any fund whose investment adviser or principal underwriter controls the adviser, is controlled by the adviser, or is under common control with the adviser. "Control" has the same meaning as in section 2(a)(9) of the Investment Company Act.

(f) Recordkeeping.

A copy of your code of ethics, lists of access persons, holdings and transaction reports, decisions approving the acquisition of securities by access persons in IPOs and limited offerings, written acknowledgements of receipt of the code, and records of any violations of the code and any action taken as a result of the violations must be preserved in accordance with Rule 204-2(a)(12) and (a)(13) for at least five years.