**Exhibit 14.1**

 

**PZENA INVESTMENT MANAGEMENT, INC. PZENA INVESTMENT MANAGEMENT, LLC**

 

**CODE OF BUSINESS CONDUCT AND ETHICS**

 

**(Effective as of October 25, 2007)**

 

**(Revised as of January 16, 2009)**

 

----

 

DearColleagues/Associates:

 

The good name and reputation of Pzena InvestmentManagement, Inc., Pzena Investment Management, LLC and their subsidiaries(collectively, the “Company”) are a result of the dedication and hard work ofall of us.  Together, we are responsiblefor preserving and enhancing this reputation, a task that is fundamental to ourcontinued well-being.  Our goal is notjust to comply with the laws and regulations that apply to our business; wealso strive to abide by the highest standards of business conduct.

 

Set forth in the succeeding pages is the Company’sCode of Business Conduct and Ethics (“the Code”).  The purpose of the Code is to reinforce andenhance the Company’s ethical way of doing business and, in particular, toprovide regulations and procedures consistent with the Investment Company Actof 1940 and the Investment Advisers Act of 1940.  The contents of the Code are not new,however.  The policies set forth here arepart of the Company’s long-standing tradition of ethical business standards.

 

All employees, officers and directors are expectedto comply with the policies set forth in the Code.  Read the Code carefully and make sure thatyou understand it, the consequences of non-compliance, and the Code’simportance to the success of the Company. If you have any questions, speak to the Chief Compliance Officer or anyof the alternate Compliance Officers identified in the Code.

 

The Code should be viewed as the minimumrequirements for conduct. The Code cannot and is not intended to cover everyapplicable law or provide answers to all questions that might arise; for thatwe must ultimately rely on each person’s good sense of what is right, includinga sense of when it is proper to seek guidance from others on the appropriatecourse of conduct.  When in doubt aboutthe advisability or propriety of a particular practice or matter, please conferwith the Legal and Compliance group.

 

We at the Company are committed to providing thebest and most competitive services to our clients.  Adherence to the policies set forth in theCode will help us achieve that goal.

 
|   | Sincerely,       |
|--------|------------------|
|   |             |
|   | Richard S. Pzena |

 

----

 

**Table of Contents**

 
|                                                                     | ** ** | **Page** |
|---------------------------------------------------------------------|------------|----------|
|                                                                |       |     |
| PUTTING  THIS CODE OF BUSINESS CONDUCT AND ETHICS TO WORK           |       | 1        |
| About  this Code of Business Conduct and Ethics                     |       | 1        |
| Purpose                                                             |       | 1        |
| Employee  Provisions                                                |       | 2        |
| Implementation                                                      |       | 2        |
| Definitions                                                         |       | 4        |
| RESPONSIBILITY  TO OUR ORGANIZATION                                 |       | 5        |
| Conflicts  of Interest                                              |       | 5        |
| Prohibited  Transactions with Respect to Non-Company Securities     |       | 6        |
| Employee  Trading Exceptions with Respect to Non-Company Securities |       | 7        |
| Exempt  Transactions                                                |       | 8        |
| Pre-Clearance  Requirement                                          |       | 8        |
| Reporting  Requirements                                             |       | 9        |
| Company  Disclosures                                                |       | 10       |
| Review                                                              |       | 11       |
| Reporting  Violations                                               |       | 11       |
| Background  Checks                                                  |       | 11       |
| Sanctions                                                           |       | 11       |
| Required  Records                                                   |       | 12       |
| Record  Retention                                                   |       | 12       |
| Waivers  of this Code                                               |       | 13       |
| Corporate  Opportunities                                            |       | 13       |
| Protection  and Proper Use of Company Assets                        |       | 13       |
| Client  Information                                                 |       | 13       |
| Portfolio  Company Information                                      |       | 13       |
| Company  Information                                                |       | 14       |
| INSIDER  TRADING                                                    |       | 14       |
| FAIR  DEALING                                                       |       | 14       |
| Antitrust  Laws                                                     |       | 14       |
| Conspiracies  and Collaborations Among Competitors                  |       | 15       |
| Distribution  Issues                                                |       | 15       |
| Penalties                                                           |       | 16       |
| Gathering  Information About the Company’s Competitors         |       | 16       |
| RESPONSIBILITY  TO OUR PEOPLE                                       |       | 17       |
| Equal  Employment Opportunity                                       |       | 17       |
| Non-Discrimination  Policy                                          |       | 17       |
| Anti-Harassment  Policy                                             |       | 17       |
| Individuals  and Conduct Covered                                    |       | 17       |
| Retaliation                                                         |       | 17       |
| Reporting  an Incident of Harassment, Discrimination or Retaliation |       | 18       |
| LEAVE  POLICIES                                                     |       | 18       |
| Bereavement  Leave                                                  |       | 18       |
| Jury Duty                                                           |       | 18       |
| Family  and Medical Leave Act                                       |       | 18       |

 

i

----

 
| Disability                                                 |   | 18 |
|------------------------------------------------------------|--------|----|
| Maternity  Leave Program                                   |   | 19 |
| Parenting  Leave                                           |   | 19 |
| Coordination  with FMLA Leave                              |   | 19 |
| Coordination  with Vacation                                |   | 19 |
| Approval                                                   |   | 19 |
| Job  Security                                              |   | 19 |
| Safety in  the Workplace                                   |   | 20 |
| Weapons  and Workplace Violence                            |   | 20 |
| Drugs and  Alcohol                                         |   | 20 |
| INTERACTING  WITH GOVERNMENT                               |   | 20 |
| Prohibition on Gifts to Government Officials and Employees |   | 20 |
| Political  Contributions and Activities                    |   | 20 |
| Lobbying Activities                                        |   | 21 |
| Bribery  of Foreign Officials                              |   | 21 |
| Amendments  and Modifications                              |   | 21 |
| Form ADV  Disclosure                                  |   | 21 |
| Employee  Certification                                    |   | 21 |

 

ii

----

 

**PUTTING THIS CODE OF BUSINESS CONDUCT AND ETHICS TOWORK**

 

**About this Code of BusinessConduct and Ethics**

 

We at the Company are committed to thehighest standards of business conduct in our relationships with each other andwith our clients, suppliers, shareholders and others.  This requires that we conduct our business inaccordance with all applicable laws and regulations and in accordance with thehighest standards of business conduct. The Company’s Code of Business Conduct and Ethics (this “Code”) helpseach of us in this endeavor by providing a statement of the fundamentalprinciples and key policies and procedures that govern the conduct of ourbusiness.  Furthermore, this Code setsout procedures for compliance by the Company, a registered investment adviserto separately managed advisory accounts including the registered investmentcompanies from time to time identified on Schedule A hereto (the “Funds”) aswell as unregistered funds and other private accounts, with Rule 17j-1under the Investment Company Act of 1940, as amended, Rule 204A-1 and Rule 204-2under the Investment Advisers Act of 1940, as amended (hereinafter, theInvestment Company Act of 1940 and the Investment Advisers Act of 1940 shallcollectively be referred to as the “1940 Acts” and Rule 17j-1, Rule 204A-1and Rule 204-2 shall be collectively referred to as the “Rules”).  This Code is designed to establish standardsand procedures for the detection and prevention of activities by which personshaving knowledge of the investments and investment intentions of the Company’sadvisory accounts may breach their fiduciary duties, and to avoid and regulatesituations that may give rise to conflicts of interest that the Rules address.

 

ThisCode is based on the principle that the Company owes a fiduciary duty toclients, to ensure that its employees conduct their Personal SecurityTransactions (as defined below) in a manner that does not interfere withclients’ transactions or otherwise take unfair advantage of the Company’srelationship to its clients.  Thefiduciary principles that govern personal investment activities reflect, at aminimum, the following:  (1) theduty at all times to place the interests of the client first; (2) therequirement that all Personal Security Transactions be conducted consistentwith this Code and in such a manner as to avoid any actual or potentialconflict of interest or any abuse of an individual’s position of trust andresponsibility; (3) the fundamental standard that investment personnelshould not take inappropriate advantage of their positions; and (4) therequirement that investment personnel comply with applicable Federal securitieslaws.  Our business depends on thereputation of all of us for integrity and principled business conduct.  Thus, in many instances, the policiesreferenced in this Code go beyond the requirements of the law.

 

Honestyand integrity are required of the Company and its employees, officers anddirectors at all times.  The standardsherein should be viewed as the minimum requirements for conduct.  All employees, officers and directors of theCompany are encouraged and expected to go above and beyond the standardsoutlined in this Code in order to provide clients with top level service whileadhering to the highest ethical standards.

 

ThisCode is a statement of policies for individual and business conduct and doesnot, in any way, constitute an employment contract or an assurance of continuedemployment.  Employees of the Company areemployed at-will, except when covered by an express, written employmentagreement.  This means that employees maychoose to resign their employment at any time, for any reason or for no reasonat all.  Similarly, the Company maychoose to terminate employees’ employment at any time, for any legal reason orfor no reason at all, but not for an unlawful reason.

 

**Purpose**

** **

Thepurpose of this Code is to reinforce and enhance the Company’s ethical way ofdoing business and, in particular, to provide regulations and proceduresconsistent with the 1940 Acts and the Rules. As required by Rule 204A-1,this Code sets forth standards of conduct, requires compliance with the Federalsecurities laws and addresses personal trading. In addition, this Code is designed to give effect to the generalprohibitions set forth in Rule 17j-1(b), to wit:

 

1

----

 

“Itis unlawful for any affiliated person of or principal underwriter for a Fund,or any affiliated person of an investment adviser of or principal underwriterfor a Fund, in connection with the purchase or sale, directly or indirectly, bythe person of a security held or to be acquired by the Fund:

 

(i)            Toemploy any device, scheme or artifice to defraud the Fund;

 

(ii)           Tomake any untrue statement of a material fact to the Fund or omit to state amaterial fact necessary in order to make the statements made to the Fund, inlight of the circumstances under which they are made, not misleading;

 

(iii)          Toengage in any act, practice, or course of business that operates or wouldoperate as a fraud or deceit on the Fund; or

 

(iv)          Toengage in any manipulative practice with respect to the Fund.”

 

**Employee Provisions**

** **

AllAccess Persons are required to file reports of their Personal SecurityTransactions (as defined below), excluding exempted securities, as provided inthe “Pre-Clearance Requirement” and “Reporting Requirements” sections belowand, if they wish to trade in the Company’s stock or in the same securities asany of the Company’s advisory accounts, must comply with the specificprocedures in effect for such transactions.

 

Thereports of employees will be reviewed and compared with the activities of theCompany’s advisory accounts and, if a pattern emerges that indicates abusivetrading or noncompliance with applicable procedures, the matter will bereferred to the Company’s Chief Compliance Officer (the “CCO”), who will makeappropriate inquiries and decide what action, if any, is then appropriate,including escalation to the Company’s management as needed.

 

**Implementation**

** **

Inorder to implement this Code, a CCO and one or more alternate ComplianceOfficers (each, an “Alternate”) shall be designated from time to time for theCompany.  The current CCO is Joan F.Berger and the current Alternates are Steven M. Coffey, Michelle C. Houck, andJacques Pompy.

 

The duties of the CCO and each Alternate shallinclude:

 

(i)            Continuousmaintenance of a current list of the names of all employees with a descriptionof their title or employment and updating Schedule B of this Code;

 

(ii)           Furnishingall employees with a copy of this Code, and initially and periodicallyinforming them of their duties and obligations thereunder;

 

(iii)          Trainingand educating employees regarding this Code and their responsibilitieshereunder;

 

(iv)          Maintaining,or supervising the maintenance of, all records required by this Code;

 

(v)           Maintaininga list of the Funds that the Company advises or subadvises and updatingSchedule A of this Code;

 

2

----

 

(vi)          Determiningwith the assistance of an Approving Officer (as defined below) whether anyparticular Personal Security Transaction should be exempted pursuant to theprovisions of the sections titled “Conflicts of Interest” or “ProhibitedTransactions” of this Code;

 

(vii)         Determiningwith the assistance of an Approving Officer whether special circumstanceswarrant that any particular security or Personal Security Transaction betemporarily or permanently restricted or prohibited;

 

(viii)        Maintaining,from time to time as appropriate, a current list of the securities that arerestricted or prohibited pursuant to (vii) above;

 

(ix)           Issuingany interpretation of this Code that may appear consistent with the objectivesof the Rules and this Code;

 

(x)            Conducting suchinspections or investigations as shall reasonably be required to detect andreport violations of this Code, as described in paragraphs (xi) and (xii)below, to the Company’s management and the Board of Directors of Pzena Investment Management, Inc. (the “Board”);

 

(xi)           Submittingperiodic reports to the Company’s management containing: (A) a descriptionof any material violation by any non-executive employee of the Company and thesanction imposed; (B) a description of any violation by any director orexecutive officer of the Company and the sanction imposed; (C) interpretationsissued by and any material exemptions or waivers found appropriate by the CCO;and (D) any other significant information concerning the appropriatenessof this Code; and

 

(xii)          Submittinga report at least annually to the Board and the Executive Committee of PzenaInvestment Management, LLC (the “Executive Committee”) that: (A) summarizesexisting procedures concerning personal investing and any changes in theprocedures made during the past year; (B) identifies the violationsdescribed in clauses (A) and (B) of the preceding paragraph (xi); (C) identifiesany recommended changes in existing restrictions or procedures based uponexperience under this Code, evolving industry practices or developments inapplicable laws or regulations; and (D) reports of efforts made withrespect to the implementation of this Code through orientation and trainingprograms and ongoing reminders.

 

Eachof us is responsible for knowing and understanding the policies and guidelinescontained in the following pages.  If persons have questions, please ask them;if they have ethical concerns, please raise them.  The CCO, who is responsible for overseeing and monitoringcompliance with this Code, and the other resources set forth in this Code areavailable to answer questions and provide guidance and for persons to reportsuspected misconduct.  Our conduct shouldreflect the Company’s values, demonstrate ethical leadership, and promote awork environment that upholds the Company’s reputation for integrity, ethicalconduct and trust.

 

Copiesof this Code are available from the CCO, the General Counsel and on the Company’swebsite. A statement of compliance with this Code must be signed by allofficers, directors and employees on an annual basis.

 

This Code cannot provide definitive answersto all questions.  If employees havequestions regarding any of the policies discussed in this Code or if employeesare in doubt about the best course of action in a particular situation,employees should seek guidance from a supervisor, the CCO or the otherresources identified in this Code.

 

3

----

 

ThisCode is a statement of the fundamental principles and key policies andprocedures that govern the conduct of the Company’s business.  It is not intended to and does not create anyobligations to or rights in any employee, director, client, supplier,competitor, shareholder or any other person or entity.

 

**Definitions**

** **

Forpurposes of this Code:

 

(i)            “AccessPerson(s)” means any employee, officer, or director (provided that directorsmay rebut the presumption of access established under Rule 17j-1(a)(1) byway of certification) of the Company.

 

(ii)           “ApprovingOfficer” means Richard S. Pzena, John P. Goetz, A. Rama Krishna, or MichaelPeterson.

 

(iii)          Asecurity is “being considered for purchase or sale” when, subject to theCompany’s systematic buy/sell discipline as described in its Form ADV and clientand prospect presentations, (i) a recommendation to purchase or sell thatsecurity has been made by the Company to an advisory account (*e.g*., the Portfolio Manager has instructed PortfolioAdministration to begin preparing orders) or (ii) the Portfolio Manager isseriously considering making such a recommendation.

 

(iv)          “BeneficialOwnership” means any interest by which an employee or officer or any member ofsuch person’s “immediate family” (which, for purposes of this Code includes aspouse or civil partner (wherever they may live), dependent child or stepchild(wherever they may live), or parent, sibling or other relative by blood ormarriage living in the same household as the employee) can directly orindirectly derive a monetary benefit from the purchase, sale or ownership of aSecurity.  Thus, a person may be deemedto have Beneficial Ownership of Securities held in accounts in such person’sown name, such person’s spouse’s name, and in all other accounts over whichsuch person does or could be presumed to exercise investment decision-makingpowers, or other influence or control(1), including trust accounts, partnershipaccounts, corporate accounts or other joint ownership or pooling arrangements;provided however, that with respect to spouses, a person shall no longer bedeemed to have Beneficial Ownership of any accounts not held jointly with hisor her spouse if the person and the spouse are legally separated or divorcedand are not living in the same household.

 

(v)           “ExemptTransactions” means the transactions described in the section hereof titled“Exempt Transactions.”

 

(vi)          “PersonalSecurity Transaction” means, for any employee or officer, a purchase, sale,gifting or donation of a Security in which such person has, had, or willacquire a Beneficial Ownership.

 

----

(1)  Inaccordance with foreign regulations, this would include, without limitation,any Security with which the Access Person is linked as a result of: (i) directlyor indirectly controlling the Security (in particular, but without limitation,by way of (i) having a majority of the voting rights in that Security; or (ii) bybeing a shareholder in that Security and having rights to appoint or remove amajority of the relevant Board, or to exercise a dominant influence over itunder a shareholders’ agreement); or (ii) having a participating interestin the Security, by holding, directly or indirectly, at least 20% or more ofthe voting rights or capital.

 

4

----

 

(vii)         “Purchaseand Sale of a Security” includes, *inter alia*, thewriting of an option to purchase or sell a Security.  In addition, the “sale of a Security” alsoincludes the disposition by a person of that security by donation or gift.  On the other hand, the acquisition by aperson of a security by inheritance or gift is not treated as a “purchase” ofthat Security under this Code as it is an involuntary purchase that is anExempt Transaction under clause (iii) of the section titled “ExemptTransactions” below.

 

(viii)        “Security”shall mean any common stock, preferred stock, treasury stock, single stockfuture, exchange traded fund or note, hedge fund, mutual fund, privateplacement, limited partnership interest, note, bond, debenture, evidence of indebtedness, certificateof interest or participation in any profit-sharing agreement, collateral-trustcertificate, transferable share, voting-trust certificate, certificate ofdeposit for a Security, fractional undivided interest in oil, gas, or othermineral rights, any put, call, straddle, option, or privilege on any Security(including a certificate of deposit) or on any group of Securities (includingany interest therein or based on the value thereof), or any put, call,straddle, option, or privilege entered into on a national securities exchangerelating to foreign currency, or, in general, any interest or instrumentcommonly known as a “Security,” or any certificate of interest or participationin, temporary or interim certificate for, receipt for, guarantee of, or warrantor right to subscribe to or purchase, any of the foregoing.

 

**RESPONSIBILITY TO OUR ORGANIZATION**

 

Company employees, officers and directors areexpected to dedicate their best efforts to advancing the Company’s interestsand to make decisions that affect the Company based on the Company’s bestinterests, independent of outside influences.

 

**Conflicts of Interest**

** **

A conflict of interest occurs when employees’private interests interfere, or even appear to interfere, with the interests ofthe Company.  A conflict situation mayarise when employees take actions or have interests that make it difficult foremployees to perform Company work objectively and effectively.  Each employee’s obligation to conduct theCompany’s business in an honest and ethical manner includes the ethicalhandling of actual, apparent and potential conflicts of interest betweenpersonal and business relationships. This includes full disclosure of any actual, apparent or potentialconflicts of interest as set forth below.

 

As a fiduciary, the Company has anaffirmative duty of care, loyalty, honesty, and good faith to act in the bestinterest of its clients.  Compliance withthis duty can be achieved by avoiding conflicts of interest or, whenimpracticable to do so, by fully disclosing all material facts concerning anyconflict that does arise with respect to any client and following appropriateprocedures designed to minimize any such conflict.  Employees must try to avoid situations thathave even the appearance of conflict or impropriety.

 

(i)            Conflictsof interest may arise where the Company or its employees have reason to favorthe interests of one client over another client.  Favoritism of one client over another clientconstitutes a breach of fiduciary duty.

 

(ii)           Employeesare prohibited from using knowledge about pending or currently consideredsecurities transactions for clients to profit personally, directly orindirectly, as a result of such transactions, including by purchasing orselling such securities.  Conflictsraised by Personal Security Transactions also are addressed more specificallybelow.

 

5

----

 

(iii)          Ifthe Company determines that an employee’s Beneficial Ownership of a Securitypresents a material conflict, the employee may be restricted from participatingin any decision-making process regarding the Security.  This may be particularly true in the case ofproxy voting, and employees are expected to refer to and strictly adhere to theCompany’s proxy voting policies and procedures in this regard.

 

(iv)          Employeesare required to act in the best interests of the Company’s clients regardingexecution and other costs paid by clients for brokerage services.  Employees are expected to refer to andstrictly adhere to the Company’s Best Execution policies and procedures.

 

(v)           AccessPersons are not permitted to knowingly sell to or purchase from a client anysecurity or other property, except Securities issued by the client.

 

Employees, officers and directors areprohibited from trading, either personally or on behalf of others, while inpossession of material, nonpublic information. The Company’s Insider Trading Policy is hereby incorporated by referenceand employees, officers and directors are required to comply with theprovisions therein.

 

**Prohibited Transactions withRespect to Non-Company Securities***

 

(i)            NoAccess Person or any member of such Access Person’s immediate family may enterinto a Personal Security Transaction with actual knowledge that, at the sametime, such Security is “being considered for purchase or sale” by advisoryaccounts of the Company, or that such Security is the subject of an outstandingpurchase or sale order by advisory accounts of the Company except as providedbelow in the section titled “Employee Trading Exceptions with Respect toNon-Company Securities”;

 

(ii)           Exceptunder the circumstances described in the section below titled “Employee TradingExceptions with Respect to Non-Company Securities,” no Access Person or anymember of such Access Person’s immediate family shall purchase or sell anySecurity within one business day before or after the purchase or sale of thatSecurity by advisory accounts of the Company;

 

(iii)          NoAccess Person or any member of such Access Person’s immediate family shall bepermitted to effect a short-term trade (*i.e*., topurchase and subsequently sell within 60 calendar days, or to sell andsubsequently purchase within 60 calendar days) involving the same or equivalentSecurities;

 

(iv)          NoAccess Person or any member of such Access Person’s immediate family ispermitted to enter into a Personal Security Transaction for any Security thatis named on a restricted list;

 

(v)           NoAccess Person or any member of such Access Person’s immediate family shallpurchase any Security in an Initial Public Offering (other than a Securityissued by the Company);

 

(vi)          NoAccess Person or any member of such Access Person’s immediate family shall,without the express prior approval of the CCO, acquire any Security in aprivate placement, and if a private placement Security is acquired, suchemployee must disclose that investment when he/she becomes aware of the Company’ssubsequent consideration of any investment in that issuer, and in suchcircumstances, an independent review shall be conducted by the CCO;

 

6

----

 

(vii)                         No AccessPerson shall accept any gifts or anything else of more than a de minimis valuefrom any person or entity that does business with or on behalf of the Companyor any of the advisory accounts of the Company. For purposes hereof, “de minimis value” shall mean a value of less than$100, or such higher amount as may be set forth in FINRA Conduct Rule 3220from time to time.  Furthermore, allgifts to consultants and other decision-makers for client accounts must bereasonable in value and must be pre-approved by the Managing Principal,Marketing and Client Services and the CCO before distribution;

 

(viii)                      No AccessPerson may make political or charitable contributions for the purpose ofobtaining or retaining advisory contracts with government entities.  In addition, no Access Person may considerthe Company’s current or anticipated business relationships as a factor insoliciting political or charitable contributions; and

 

(ix)                              Nodirector or executive officer of the Company may serve on the board ofdirectors (or similar governing body) of any corporation or business entitywithout the prior written approval of the Company’s management.  Non-executive employees of the Company mayonly serve on the board of directors (or similar governing body) of acorporation or business entity with the prior written approval of the CCO, inconsultation with the Company’s management, and if necessary the Board.  Prior written approval of the CCO is alsorequired in the following two (2) additional scenarios:

 

(1)                                Advisory Committee positions of any business, government or charitableentity where the members of the committee have the ability or authority toaffect or influence the selection of investment managers or the selection ofthe investment of the entity’s operating, endowment, pension or other funds.

 

(2)                                Positions on the board of directors, trustees or any advisory committeeof a Company client or any potential client who is actively consideringengaging the Company’s investment advisory services.

 

(x)                                 Access Persons, subject to prior writtensupervisory approval and departmental restrictions, are permitted to engage inoutside employment if it is free of any actions that could be considered aconflict of interest.  Outside employmentmust not adversely affect an Access Person’s job performance at the Company,and outside employment must not result in absenteeism, tardiness or an AccessPerson’s inability to work overtime when requested or required.  Access Persons may not engage in outsideemployment that requires or involves using Company time, materials orresources.

 

----

*For anytransactions by employees, directors and certain related persons in the Company’sSecurities, please refer to the separate policy titled “Restrictions onTransactions in the Company’s Securities.”

 

**Employee Trading Exceptionswith Respect to Non-Company Securities***

** **

Notwithstandingthe prohibitions of the above section titled “Conflicts of Interest,” anemployee is permitted to purchase or sell any Security other than the Company’sSecurities within one business day of the purchase or sale of that Security byadvisory accounts of the Company if the purchase or sale of the Security isapproved or allocated only after the Company’s advisory accounts have eachreceived their full allocation of the Security purchased or sold on that day.

 

----

*For anytransactions by employees, directors and certain related persons in the Company’sSecurities, please refer to the separate policy titled “Restrictions onTransactions in the Company’s Securities.”

 

7

----

 

**Exempt Transactions**

** **

Neitherthe prohibitions nor the transaction reporting requirements of this Code shallapply to:

 

(i)                                   Purchasesor sales of Securities of an open-end mutual fund, index fund, money marketfund or other registered investment company that is not advised or subadvisedby the Company (provided however, that this exemption does not apply toexchange traded funds or notes);

 

(ii)                                Purchasesor sales of Securities for an account over which an employee has no directcontrol and does not exercise indirect control (*e.g.*,an account managed on a fully discretionary basis by a third party);

 

(iii)                             Involuntarypurchases or sales made by an employee;

 

(iv)                            Purchasesthat are part of an automatic dividend reinvestment plan;

 

(v)                               Purchasesthat are part of an automatic investment plan, except that any transactionsthat override the preset schedule of allocations of the automatic investmentplan must be reported in a quarterly transaction report;

 

(vi)                            Purchasesor sales of U.S. Treasury Securities (including purchases directly from theTreasury or a Federal Reserve Bank) and other direct obligations of the U.S.Government, as well as unsecured obligations of U.S. Government sponsoredenterprises;

 

(vii)                         Purchasesor sales of money market instruments, such as bankers acceptances, bankcertificates of deposit, commercial paper, repurchase agreements and other highquality short-term debt instruments;

 

(viii)                      Purchasesor sales of units in a unit investment trust if the unit investment trust isinvested exclusively in unaffiliated mutual funds;

 

(ix)                              Purchasesresulting from the exercise of rights acquired from an issuer as part of a prorata distribution to all holders of a class of securities of such issuer andthe sale of such rights.

 

(x)                                 Purchasesor sales of futures (except individual stock futures contracts) and commoditycontracts; and

 

(xi)                              Purchasesor sales of municipal securities (no pre-clearance is required, but transactionsmust be reported).

 

**Pre-Clearance Requirement**

** **

(i)                                   Unless anexception is granted by the CCO after consultation with and approval by theCompany’s management, each Access Person and each member of their immediatefamily must obtain pre-clearance of any Personal Security Transaction from anApproving Officer.  Pre-clearance must beobtained by completing, signing and submitting to the CCO a SecuritiesTransaction Pre-clearance Request Form (a copy of which is attached tothis Code) that includes the signature of an Approving Officer (and therelevant portfolio manager, if applicable);

 

(ii)                                Allpre-cleared Personal Security Transactions must take place on the same day thatthe clearance is obtained.  If thetransaction is not completed on the date of 

 

8

----

 

clearance,a new clearance must be obtained, including one for any uncompletedportion.  Post-approval is notpermitted under this Code.  If it isdetermined that a trade was completed before approval was obtained, it will be considereda violation of this Code; and

 

(iii)                             Inaddition to the restrictions contained in the “Conflicts of Interest” sectionhereof, an Approving Officer or the CCO may refuse to grant clearance of aPersonal Security Transaction in his or her sole discretion without beingrequired to specify any reason for the refusal. Generally, an Approving Officer or the CCO will consider the followingfactors in determining whether or not to clear a proposed transaction:

 

(1)                                whetherthe amount or the nature of the transaction or person making it is likely toaffect the price or market of the security; and

 

(2)                                whetherthe individual making the proposed purchase or sale is likely to receive adisproportionate benefit from purchases or sales being made or considered onbehalf of any of the advisory clients of the Company.

 

The preclearance requirement does not applyto Exempt Transactions.  In case ofdoubt, the employee may present a Securities Transaction Pre-clearance Request Form tothe CCO, indicating thereon that he or she disclaims any Beneficial Ownershipin the securities included.

 

**Reporting Requirements**

** **

No later than 10 days after becoming anemployee, each individual shall provide a listing of all securitiesBeneficially Owned by the employee on the form provided as Attachment A (an “InitialHoldings Report”).  The information inthe Initial Holdings Report must be current as of a date no more than 45 daysprior to the date the person became an employee.  The Initial Holdings Report should befurnished to the CCO, Alternate or any other person whom the Companydesignates.  Thereafter:

 

(i)                                   Allemployees must direct their brokers and/or affiliated mutual fund custodians tosupply the CCO on a timely basis with duplicate copies of monthly or quarterlystatements for all personal securities accounts as are customarily provided bythe firms maintaining such accounts;

 

(ii)                                Suchduplicate statements must contain the following information (as applicable):

 

(1)                                The dateand nature of each transaction (purchase, sale or any other type of acquisitionor disposition), if any;

 

(2)                                Title, andas applicable the exchange ticker symbol or CUSIP number (if any), interestrate and maturity date, number of shares and, principal amount of each securityand the price at which the transaction was effected;

 

(3)                                The nameof the broker, dealer or bank with or through whom the transaction waseffected; and

 

(4)                                The dateof issuance of the duplicate statements.

 

(iii)                             No laterthan 30 days after each calendar quarter, all employees covered by this Codeshall provide quarterly transaction reports in the form attached as AttachmentC confirming that they have disclosed or reported all Personal 

 

9

----

 

SecurityTransactions and holdings required to be disclosed or reported pursuant heretofor the previous quarter.

 

(iv)                            On a dateto be selected by the CCO, all employees shall provide annual holdings reportslisting all securities Beneficially Owned on the form provided as Attachment Bby the employee (the “Annual Holdings Report”). The information contained in the Annual Holdings Report shall be currentas of a date no more than 45 days prior to the date the report is submitted.

 

(v)                               Anystatement or report submitted in accordance with this section may, at therequest of the employee submitting the report, contain a statement that it isnot to be construed as an admission that the person making it has or had anydirect or indirect Beneficial Ownership in any Security to which the reportrelates.

 

(vi)                            Allemployees shall certify in writing, annually, that they have read andunderstand this Code and have complied with the requirements hereof and thatthey have disclosed or reported all Personal Security Transactions and holdingsrequired to be disclosed or reported pursuant hereto.

 

(vii)                         The CCOshall retain a separate file for each employee that shall contain themonthly/quarterly account statements, quarterly and annual reports listed aboveand all Securities Transaction Pre-clearance Forms.

 

(viii)                      Withrespect to the receipt of gifts and entertainment, all employees shall promptlyreport on a form designated by the CCO the nature of such gift orentertainment, the date received, its approximate value, the giver and thegiver’s relationship to the Company.

 

(ix)                              Withrespect to reports regarding accounting matters, the Company is committed tocompliance with applicable securities laws, rules, and regulations, accountingstandards and internal accounting controls. Employees are expected to report any complaints or concerns regardingaccounting, internal accounting controls and auditing matters (“AccountingMatters”) promptly.  Reports may be madeto the General Counsel or the CCO in person, or by calling the Helpline at1-888-475-8376.  Reports may be madeanonymously to the Helpline; or in writing to the General Counsel or the CCO attheir offices by inter-office or regular mail. All reports will be treated confidentially to the extent reasonablypossible.  No one will be subject toretaliation because of a good faith report of a complaint or concern regardingAccounting Matters.

 

**Company Disclosures**

** **

Itis Company policy to make full, fair, accurate, timely and understandabledisclosure in compliance with all applicable laws and regulations in allreports and documents that the Company files with, or submits to, the SEC  and in all otherpublic communications made by the Company.

 

Employees must complete all Company documentsaccurately, truthfully, and in a timely manner, including all travel and expensereports.  When applicable, documents mustbe properly authorized.  Employees mustrecord the Company’s financial activities in compliance with all applicablelaws and accounting practices.  Themaking of false or misleading entries, records or documentation is strictlyprohibited.  Employees must never createa false or misleading report or make a payment or establish an account onbehalf of the Company with the understanding that any part of the payment or accountis to be used for a purpose other than as described by the supportingdocuments.

 

10

----

 

**Review**

** **

All pre-clearance requests, statements andreports of Personal Security Transactions and completed portfolio transactionsof each of the Company’s advisory clients shall be compared by or under thesupervision of the CCO to determine whether a possible violation of this Codeand/or other applicable trading procedures may have occurred.  Before making any final determination that aviolation has been committed by any person, the CCO shall give such person anopportunity to supply additional explanatory information.

 

If the CCO or Alternate determines that amaterial violation of this Code has or may have occurred, he or she shall,following consultation with counsel to the Company if needed, submit a writtendetermination and any additional explanatory material provided by theindividual to the Company’s management, the Board and the Executive Committeeas necessary.

 

No person shall review his or her ownreport.  If a Personal SecurityTransaction of the CCO or the CCO’s spouse is under consideration, an Alternateshall act in all respects in the manner prescribed herein for the CCO.

 

**Reporting Violations**

** **

Any violations of this Code includingviolations of applicable Federal securities laws, whether actual, known,apparent or suspected, should be reported promptly to the CCO or to any otherperson the Company may designate (as long as the CCO periodically receivesreports of all violations).  It is imperative that reporting persons notconduct their own preliminary investigations. Investigations of alleged violations may involve complex legal issues,and an employee acting on his own may compromise the integrity of aninvestigation and adversely affect both employees and the Company.

 

Any reports of violations will be treatedconfidentially to the extent permitted by law and reasonably possible, andinvestigated promptly and appropriately. Any such reports may also be submitted anonymously.  Employees are encouraged to consult the CCOwith respect to any transaction that may violate this Code and to refrain fromany action or transaction that might lead to the appearance of aviolation.  Any retaliation against an individualwho reports a violation is prohibited and constitutes a further violation ofthis Code.

 

The Company has a 24-hour Helpline,1-888-475-8376, which employees can use to report violations of the Company’spolicies or to seek guidance on those policies. Employees may report suspected violations to or ask questions of theHelpline anonymously; however, providing such employee’s name may expedite thetime it takes the Company to respond to such employee’s call, and it alsoallows the Company to contact an employee if necessary during any investigation.  Either way, the Company should treat theinformation that employees provide as confidential.

 

**Background Checks**

** **

Employees are required to promptly report anycriminal, regulatory or governmental investigations or convictions to whichthey become subject.  Each employee isrequired to promptly complete and return any background questionnaires that theCompany’s Legal and Compliance group may circulate.

 

**Sanctions**

** **

The Company intends to use every reasonableeffort to prevent the occurrence of conduct not in compliance with this Codeand to halt any such conduct that may occur as soon as reasonably possibleafter its discovery.  Any violation ofthis Code shall be subject to the imposition of such sanctions by the CCO asmay be deemed appropriate under the circumstances to achieve the purposes ofthe Rules and this Code, and may include suspension or termination ofemployment or of trading privileges, the rescission of trades, a writtencensure, imposition of fines or of restrictions on the number or type ofproviders of personal accounts; and/or requiring equitable restitution.

 

11

----

 

**Required Records**

** **

Required Records (as listed in this section)must be kept in an easily accessible place. In addition, *no* recordsshould be selectively destroyed and *all* recordsmust be retained if they are connected with any litigation/governmentinvestigation.* *TheCCO shall maintain and cause to be maintained in an easily accessible place,the following records:

 

(a)                                  A copy of any Code that has been in effect atany time during the past five years;

 

(b)                                 A record of any violation of this Code andany action taken as a result of such violation for five years from the end ofthe fiscal year in which the violation occurred;

 

(c)                                  A copy of each report made by the CCO withintwo years from the end of the fiscal year of the Company in which such reportor interpretation is made or issued (and for an additional three years in aplace that need not be easily accessible);

 

(d)                                 A list of the names of persons who arecurrently, or within the past five years were, employees;

 

(e)                                  A record of all written acknowledgements ofreceipt of this Code for each person who is currently, or within the past fiveyears was, subject to this Code;

 

(f)                                    Holdings and transactions reports madepursuant to this Code, including any brokerage account statements made in lieuof these reports;

 

(g)                                 All pre-clearance forms shall be maintainedfor at least five years after the end of the fiscal year in which the approvalwas granted;

 

(h)                                 A record of any decision approving theacquisition of securities by employees in limited offerings for at least fiveyears after the end of the fiscal year in which approval was granted;

 

(i)                                     Any exceptions reports prepared by ApprovingOfficers or the Compliance Officer;

 

(j)                                     A record of persons responsible for reviewingemployees’ reports currently or during the last five years; and

 

(k)                                  A copy of reports provided to a Fund’s boardof directors regarding this Code.

 

For the first two years, the required recordsshall be maintained in the Company’s New York offices.

 

**Record Retention**

** **

In the course of its business, the Companyproduces and receives large numbers of records. Numerous laws require the retention of certain Company records forvarious periods of time.  The Company iscommitted to compliance with all applicable laws and regulations relating tothe preservation of records.  The Company’spolicy is to identify, maintain, safeguard and destroy or retain all records inthe Company’s possession on a systematic and regular basis.   Under no circumstances are Company recordsto be destroyed selectively or to be maintained outside Company premises ordesignated storage facilities, except in those instances where Company recordsmay be temporarily brought home by employees working from home in accordancewith approvals from their supervisors or applicable policies about working fromhome or other remote locations.

 

If employees learn of a subpoena or a pendingor contemplated litigation or government investigation, employees shouldimmediately contact the General Counsel. Employees must retain and preserve ALL records that may be responsive tothe subpoena or relevant to the litigation or that may pertain to the

 

12

----

 

investigation until employees are advised bythe Legal and Compliance group as to how to proceed.  Employees must also affirmatively preservefrom destruction all relevant records that without intervention would automaticallybe destroyed or erased (such as e-mails and voicemail messages).  Destruction of such records, even ifinadvertent, could seriously prejudice the Company.  If employees have any questions regardingwhether a particular record pertains to a pending or contemplated investigationor litigation or may be responsive to a subpoena or regarding how to preserveparticular types of records, employees should preserve the records in questionand ask the Legal and Compliance group for advice.

 

**Waivers of this Code**

** **

Waivers for directors and executive officers**may be made by either the Board or the Audit Committee ofthe Board and must be promptly disclosed as required by law.  Waivers for non-executive officers andemployees may be made by the CCO.

 

**Corporate Opportunities**

** **

Employees and directors owe a duty to theCompany to advance its legitimate interests when the opportunity to do soarises.  If employees learn of a businessor investment opportunity through the use of corporate property or informationor an employee’s position at the Company, such as from a competitor or actualor potential client, supplier or business associate of the Company, employeesmay not participate in the opportunity or make the investment without the priorwritten approval of the CCO.  Directorsmust obtain the prior approval of the Board. Such an opportunity should be considered an investment opportunity forthe Company in the first instance. Employees may not use corporate property or information or an employee’sposition at the Company for improper personal gain, and employees may notcompete with the Company.

 

**Protection and Proper Use ofCompany Assets**

** **

We each have a duty to protect the Company’sassets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’sprofitability.  We should take measuresto prevent damage to and theft or misuse of Company property.  When employees leave the Company, all Companyproperty must be returned to the Company. Except as specifically authorized, Company assets, including Companytime, equipment, materials, resources and proprietary information, must be usedfor business purposes only.

 

**Client Information**

** **

Current Federal regulations are designed toprotect the privacy of customers of financial institutions and financialservices providers.  In this regard, theCompany has adopted privacy policies (the “Privacy Policies”) by which eachemployee of the Company must agree to abide. The CCO will ensure that eachemployee of the Company acknowledges their adherence to the Privacy Policies. Acopy of the Privacy Policies is found in the Company’s Compliance Manual. TheCompany will keep a copy of the Privacy Policies and will make them availableupon request.

 

**Portfolio CompanyInformation**

** **

Certain limitations on trading and otheractivities may result from employees of the Company receiving access tomaterial, nonpublic information regarding the plans, earnings, operations orfinancial condition of issuers (“Portfolio Companies”).  If, in employee conversations, meetings orwritten communications with Portfolio Company management, employees are told(or have reason to believe) that the information employees have received is notpublic, employees should notify the CCO immediately.  If employees are forewarned that theinformation employees are about to receive is confidential/not public,employees should ask the person not to disclose the information to employeesuntil employees have a chance to check with the Legal and Compliance group.  The Company’s Insider Trading Policy morefully discusses material, nonpublic information.

 

13

----

 

**Company Information**

** **

Unless employees are doing so in connectionwith Company duties and responsibilities, employees should not discuss specificdetails about the Company’s business with unauthorized persons, includingfamily members.  Even when representingthe Company, employees need to be careful about disclosing certaininformation.  Engaging in discussionswith outside parties (who are not custodians and brokers or dealersimplementing such strategies and transactions for us) about specific strategiesor transactions in Portfolio Companies that the Company is or is consideringimplementing for clients may present a conflict of interest for the Company andmay even subject the recipient of such information to this Code (including itspersonal trading policies).  It is veryimportant to remember this when having discussions with personal friends,social acquaintances and former business associates or colleagues who areactive investment management professionals (*e.g.*, hedgefund managers, other investment advisers).  It is equally important to remember this when employees are discussingthe Company’s business or clients with colleagues in public places (*e.g.*, elevators, lunch lines).  Employees should be particularly careful notto use actual company or client names in any public settings.

 

Information that is proprietary to theCompany should not be shared with others. With regard to what might constitute material that is proprietary and/orshould not be shared, employees may use a simple guideline that if we paid forit or if we created it, it is likely proprietary and should not be shared.  For example, the Company’s proprietary stockanalysis software should not be shared with others.

 

**INSIDER TRADING**

** **

Various Federal and state securities laws andthe Investment Advisers Act of 1940 (Section 204A) require everyinvestment adviser to establish, maintain and enforce written policies andprocedures reasonably designed, taking into consideration the nature of suchadviser’s business, to prevent the misuse of material, nonpublic information inviolation of the Investment Advisers Act of 1940 or other securities laws bythe investment adviser or any person associated with the investment adviser.

 

The CCO has the primary responsibility forthe implementation and monitoring of the Company’s Insider Trading Policy,practices, disclosures and recordkeeping. The Company’s Insider Trading Policyis designed to detect and prevent illegal insider trading. The Insider TradingPolicy covers: (i) the Company, (ii) all persons controlled by,controlling or under common control with the Company (iii) consultants,subtenants, office occupants or other persons who are deemed to be AccessPersons under this Code; and (iv) each and every employee, officer,director, general partner and member of the Company and any person described inclause (ii) (all persons described in this paragraph are referred to collectivelyas the “Covered Persons”).  The InsiderTrading Policy extends to activities both within and outside each CoveredPerson’s relationship with the Company. The CCO will ensure that each employeeof the Company acknowledges their adherence to the Insider Trading Policy. TheCompany will keep a copy of the Insider Trading Policy and will make itavailable upon request.

 

**FAIR DEALING**

** **

The Company depends on its reputation forquality, service and integrity.  The waywe deal with our clients, competitors and suppliers molds our reputation,builds long-term trust and ultimately determines our success.  Employees should endeavor to deal fairly withthe Company’s clients, suppliers, competitors and other employees.  We must never take unfair advantage of othersthrough manipulation, concealment, abuse of privileged information,misrepresentation of material facts or any other unfair dealing practice.

 

**Antitrust Laws**

** **

Whilethe Company competesvigorously in all of its business activities, its efforts in the marketplacemust be conducted in accordance with all applicable antitrust and competitionlaws.  While it is impossible to describeantitrust and competition laws fully in any code of business conduct, this Codegives an overview of the types of conduct that are particularly likely to raiseantitrust concerns.  If

 

14

----

 

employees are or become engagedin activities similar to those identified in this Code, employees shouldconsult the Legal and Compliance group for further guidance.

 

**Conspiracies andCollaborations Among Competitors**

 

One of the primary goals of the antitrustlaws is to promote and preserve each competitor’s independence when makingdecisions on price, output, and other competitively sensitive factors.  Some of the most serious antitrust offensesare agreements between competitors that limit independent judgment and restraintrade, such as agreements to fix prices, restrict output or control the qualityof products, or to divide a market for clients, territories, products orpurchases.  Employees should not agreewith any competitor on any of these topics, as these agreements are virtuallyalways unlawful.  (In other words, noexcuse will absolve employees or the Company of liability.)

 

Unlawful agreements need not take the form ofa written contract or even express commitments or mutual assurances.  Courts can — and do — infer agreements basedon “loose talk,” informal discussions, or the mere exchange between competitorsof information from which pricing or other collusion could result.  Any communication with a competitor’srepresentative, no matter how innocuous it may seem at the time, may later besubject to legal scrutiny and form the basis for accusations of improper orillegal conduct.  Employees should takecare to avoid involving themselves in situations from which an unlawfulagreement could be inferred.

 

By bringing competitors together, tradeassociations and standard-setting organizations may raise antitrust concerns,even though such groups serve many legitimate goals.  The exchange of sensitive information withcompetitors regarding topics such as prices, profit margins, output levels, orbilling or advertising practices may potentially violate antitrust andcompetition laws, as may creating a standard with the purpose and effect ofharming competition.  Employees mustnotify the Legal and Compliance group before joining any trade associations orstandard-setting organizations. Further, if employees are attending a meetingat which potentially competitively sensitive topics are discussed withoutoversight by an antitrust lawyer, employees should object, leave the meeting,and notify the Legal and Compliance group immediately.

 

Joint ventures with competitors are notillegal under applicable antitrust and competition laws.  However, like trade associations, jointventures present potential antitrust concerns. The Legal and Compliance group should therefore be consulted beforenegotiating or entering into such a venture.

 

**Distribution Issues**

** **

Relationships with clients and suppliers mayalso be subject to a number of antitrust prohibitions if these relationshipsharm competition.  For example, it may beillegal for a company to affect competition by agreeing with a supplier tolimit that supplier’s sales to any of the Company’s competitors.  Collective refusals to deal with acompetitor, supplier or client may be unlawful as well.  While the Company generally is allowed todecide independently that it does not wish to buy from or sell to a particularperson, when such a decision is reached jointly with others, it may beunlawful, regardless of whether it seems commercially reasonable.

 

Other activities that may raise antitrust concerns are:

 

(i)                                     discriminating in terms and services offeredto clients, where the Company treats one client or group of clients differentlythan another;

 

(ii)                                  exclusive dealing agreements, where theCompany requires a client to buy only from a particular supplier, or thesupplier to sell only to the Company or the client;

 

(iii)                               tying arrangements, where a client orsupplier is required, as a condition of purchasing or selling one product orservice, also to purchase or sell a second, distinct product or service;

 

15

----

 

(iv)                              “bundled discounts,” in which discount orrebate programs link the level of discounts available on one product or serviceto purchases of separate but related products or services; and

 

(v)                                 “predatory pricing,” where the Company offersa discount that results in the sales price of a product or service being belowthe product’s or service’s cost (the definition of cost varies depending on thecourt), with the intention of sustaining that price long enough to drivecompetitors out of the market.

 

Becausethese activities are prohibited under many circumstances, employees shouldconsult the Legal and Compliance group before implementing any of them.

 

**Penalties**

** **

Failure to comply with the antitrust lawscould result in jail terms for individuals and large criminal fines and othermonetary penalties for both the Company and individuals.  In addition, private parties may bring civilsuits to recover three times their actual damages, plus attorney’s fees andcourt costs.

 

The antitrust laws are extremely complex.  Because antitrust lawsuits can be very costly(even when a company has not violated the antitrust laws and is cleared in theend), it is important to consult with the Legal and Compliance group beforeengaging in any conduct that even appears to create the basis for an allegationof wrongdoing.  It is far easier tostructure employee conduct to avoid erroneous impressions than to explain theirconduct in the future when an antitrust investigation or action is in progress.  For that reason, when in doubt, consult theLegal and Compliance group with any concerns.

 

**Gathering Information Aboutthe Company’s Competitors**

** **

It is entirely proper for us to gatherinformation about our marketplace, including information about our competitorsand their products and services. However, there are limits to the ways that information should beacquired and used, especially information about competitors.  In gathering competitive information, employeesshould abide by the following guidelines:

 

                                                1.                                       We may gather information about ourcompetitors from sources such as published articles, advertisements, brochures,other non-proprietary materials, surveys by consultants and conversations withour clients, as long as those conversations are not likely to suggest that weare attempting to (a) conspire with our competitors, using the client as amessenger, or (b) gather information in breach of a client’s nondisclosureagreement with a competitor or through other wrongful means.  Employees should be able to identify thesource of any information about competitors.

 

                                                2.                                       We must never attempt to acquire a competitor’strade secrets or other proprietary information through unlawful means, such astheft, spying, bribery or breach of a competitor’s nondisclosure agreement.

 

                                                3.                                       If there is any indication that informationthat employees obtain was not lawfully received by the party in possession,employees should refuse to accept it.  If employees receive any competitiveinformation anonymously or that is marked confidential, employees should notreview it and should contact the Legal and Compliance group immediately.

 

The improper gathering or use of competitive informationcould subject employees and the Company to criminal and civil liability.  When in doubt as to whether a source of informationis proper, employees should contact the Legal and Compliance group.

 

16

----

 

**RESPONSIBILITY TO OUR PEOPLE**

 

**Equal Employment Opportunity**

 

It is the policy of the Company to ensureequal employment opportunity without discrimination or harassment on the basisof race, color, national origin, religion, age, sexual orientation, gender,marital status, disability or any other characteristic protected by applicableFederal, state, or local law.  Ouremployment practices and decisions adhere to the principles ofnon-discrimination and equal employment opportunity.  All personnel involved in hiring, promotion,transfers, compensation, benefits, termination and all other terms andconditions of employment are made aware of their responsibilities in support ofthese corporate goals.

 

**Non-Discrimination Policy**

** **

The Company is committed to a workenvironment in which all individuals are treated with respect and dignity.  Each employee has the right to work in aprofessional atmosphere that promotes equal employment opportunities andprohibits discriminatory practices, including harassment.  Therefore, the Company expects that allrelationships among persons in the office will be free of bias, prejudice andharassment.

 

**Anti-Harassment Policy**

** **

The Company is committed to maintaining awork environment that is free of discrimination.  In keeping with this commitment, we will nottolerate unlawful harassment of our employees by anyone, including anysupervisor, co-worker or third party. Harassment consists of unwelcome conduct, whether verbal, physical orvisual, that is based on a person’s race, color, national origin, religion,age, sexual orientation, gender, marital status, disability or other protectedcharacteristic, that (1) has the purpose or effect of creating anintimidating, hostile or offensive work environment; (2) has the purposeor effect of unreasonably interfering with an individual’s work performance; or(3) otherwise adversely affects an individual’s employment opportunities.Harassment will not be tolerated.

 

Harassment may include derogatory remarks,epithets, offensive jokes, intimidating or hostile acts, the display ofoffensive printed, visual or electronic material, or offensive physicalactions.  Sexual harassment deservesspecial mention.  Unwelcome sexualadvances, requests for sexual favors, or other physical, verbal or visualconduct based on sex constitutes harassment when (1) submission to theconduct is required as a term or condition of employment or is the basis foremployment action, or (2) the conduct unreasonably interferes with anindividual’s work performance or creates an intimidating, hostile or offensiveworkplace.  Sexual harassment may includepropositions, innuendo, suggestive comments or unwelcome physical contact.

 

**Individuals and ConductCovered**

** **

These policies apply to all applicants andemployees, and prohibit harassment, discrimination and retaliation whetherengaged in by fellow employees, by a supervisor or manager or by someone notdirectly connected to the Company (*e.g*., anoutside vendor, consultant or client).

 

Conduct prohibited by these policies isunacceptable in the workplace and in any work-related setting outside theworkplace, such as during business trips, business meetings and businessrelated social events.

 

**Retaliation**

** **

The Company prohibits retaliation against anyindividual who reports discrimination or harassment or participates in aninvestigation of such reports. Retaliation against an employee for reporting discrimination orharassment or for participating in an investigation of a claim of harassment ordiscrimination is a serious violation of this policy and, like harassment ordiscrimination itself, will be subject to disciplinary action.

 

17

----

 

**Reporting an Incident ofHarassment, Discrimination or Retaliation**

** **

The Company strongly urges the timelyreporting of all incidents of harassment, discrimination or retaliationregardless of the offender’s identity or position.  Individuals should file their complaints withtheir immediate supervisor, the General Counsel or any member of seniormanagement before the conduct becomes severe or pervasive.  Individuals should not feel obligated to filetheir complaints with their immediate supervisor first before bringing thematter to the attention of one of the other designated representatives identifiedabove.  To the fullest extentpracticable, the Company will maintain the confidentiality of those involved,consistent with the need to investigate alleged harassment and take appropriateaction.  Misconduct constitutingharassment, discrimination or retaliation will be dealt with promptly andappropriately.

 

Employees who have experienced conduct theybelieve is contrary to this policy have an obligation to take advantage of thiscomplaint procedure.

 

**LEAVE POLICIES**

** **

**Bereavement Leave**

** **

In the unfortunate event of a death in anemployee’s immediate family, such employee will be able to take five days ofbereavement leave with pay.  Depending onthe circumstances, extended pay or unpaid leave may be permitted, afterdiscussion with such employee’s manager. Immediate family for this purpose means an employee’s spouse or domesticpartner, an employee’s parents or stepparents, grandparents, children orstepchildren, siblings, domestic partner’s or spouse’s parents, or domesticpartner’s or spouse’s siblings.

 

**Jury Duty**

** **

If employees are summoned to serve on a jury,notice will be given to such employee’s manager and Human Resources.  Employees will earn full base salary whilesuch employee is on jury duty up to ten business days.  When practical, on any day that an employeeis dismissed early from the proceedings he or she is expected to come into theoffice.  Upon returning from jury duty,employees must submit to Human Resources validated documentation of such employee’stime on jury duty.

 

**Family and Medical Leave Act**

** **

The Family and Medical Leave Act (“FMLA”)provides eligible employees with up to 12 workweeks of unpaid leave for certainfamily and medical reasons during a 12 month period.  During this leave, an eligible employee isentitled to group health plan coverage as if the employee had continued towork.  At the conclusion of the leave,subject to some exceptions, an employee generally has a right to return to thesame or to an equivalent position. Please see Human Resources for a copy of the Company’s FMLA policy.

 

**Disability**

** **

Regular full-time/part-time employees areeligible for coverage under the short-term disability insurance plan.  Short-term disability insurance providesincome replacement during a period of temporary disability that lasts for morethan a week.

 

Under the short-term disability program,benefits are payable for non-work related injuries or illnesses.  Benefits normally begin after seven days ofdisability and generally are payable up to a maximum of 26 weeks.  Please see Human Resources for furtherdetails regarding short-term disability benefits or please review employeedisability rights, which shall be made available by the Company upon request.

 

18

----

 

**Maternity Leave Program**

** **

Employees who have at least 12 months ofservice and have worked at least 1,250 hours in the last consecutive 12 monthsare eligible for maternity leave.  TheCompany offers up to 12 weeks of paid leave in connection with the birth of achild.  Maternity leave will not affectemployees’ participation in the Company’s benefit plans.  Applicable benefit deductions will continueto be taken during an employee’s leave. The time employees are on paid maternity leave is counted as time workedwhen calculating accrued vacation and retirement plan benefits. Medicalcertification may be required prior to maternity leave.

 

**Parenting Leave**

** **

Employees who have at least 12 months ofservice and have worked at least 1,250 hours in the last consecutive 12 monthsare eligible for parenting leave.  TheCompany offers up to 2 weeks of paid leave in connection with the birth of achild for the non-primary caregiver. Parenting leave may be taken in one-week increments or as otherwiseapproved by an employee’s manager. Consistent with other FMLA leaves, employeeswill be required to use any other paid time available (for example, vacationdays) concurrently with any portion of an employee’s leave that exceeds thetwo-week paid leave under the firm’s parenting leave policy.  Parenting leave must be taken within 12months of the birth of the child.  Thetime employees are on paid parenting leave is counted as time worked whencalculating accrued vacation and retirement plan benefits.

 

**Coordination with FMLA Leave**

** **

Both maternity leave and parenting leave runconcurrently with any leave under the FMLA to which employees may be entitled.

 

**Coordination with Vacation**

** **

Employees may not add vacation onto the endof their twelve-week maternity leave or any leave under the FMLA to whichemployees may be entitled.

 

**Approval**

** **

Both the immediate supervisor and HumanResources should be notified of all leave requests in a timely manner.  Human Resources will provide any and allrequired paperwork to be completed and will notify the employee if leave hasbeen approved.

 

Any leave requests falling outside of theenumerated policies will be considered on an individual basis.

 

**Job Security**

** **

At the conclusion of an approved leave,employees ordinarily will return to their previous position unless the positionhas been eliminated as a result of job reductions or a reorganization of thearea.  In such a case, the Company willmake an attempt to place employees in an equivalent position with equivalentpay, benefits and other employment terms. Employees’ eligibility to beconsidered for such a position will be evaluated on the same basis as otheremployees.

 

The Company may require that an employeeprovide initial and periodic documentation of the basis for such employee’sleave.  To aid the Company in itsplanning, the employee is expected to notify the employee’s manager and HumanResources immediately.  If the employee’santicipated return to work date changes and it becomes necessary for theemployee to take more or less leave than originally anticipated, the employeemust provide the Company with reasonable notice (within 2 business days) of theemployee’s changed circumstances and new return to work date.  If an employee does not return to workfollowing the conclusion of any of the above named leaves, the employee will beconsidered to have voluntarily resigned. The Company may recover health insurance premiums that the Company haspaid 

 

19

----

 

on behalf of the employee during any leaveexcept that the Company’s share of such premiums may not be recovered if theemployee fails to return to work because of the employee’s or a family member’sserious health condition or because of other circumstances beyond the employee’scontrol.

 

**Safety in the Workplace**

** **

The safety and security of employees is ofprimary importance.  Employees areresponsible for maintaining our facilities free from recognized hazards andobeying all Company safety rules. Working conditions should be maintained in a clean and orderly state toencourage efficient operations and promote good safety practices.

 

***Weapons and Workplace Violence***

*** ***

No employee may bring firearms, explosives,incendiary devices or any other weapons into the workplace or any work-relatedsetting, regardless of whether or not employees are licensed to carry suchweapons.  Similarly, the Company will nottolerate any level of violence in the workplace or in any work-relatedsetting.  Violations of this policy mustbe referred to an employee’s supervisor and the CCO immediately.  Threats or assaults that require immediateattention should be reported to the police by calling 911.

 

***Drugs and Alcohol***

*** ***

The Company intends to maintain a drug-freework environment.  Except at approvedCompany functions, employees may not use, possess or be under the influence ofalcohol on Company premises.

 

Employees cannot use, sell, attempt to use orsell, purchase, possess or be under the influence of any illegal drug onCompany premises or while performing Company business on or off the premises.

 

**INTERACTING WITH GOVERNMENT**

** **

**Prohibition on Gifts toGovernment Officials and Employees**

** **

The various branches and levels of governmenthave different laws restricting gifts, including meals, entertainment,transportation and lodging, which may be provided to government officials andgovernment employees.  Employees areprohibited from providing gifts, meals or anything of value to governmentofficials or employees or members of their families without prior writtenapproval from the CCO.

 

**Political Contributions andActivities**

** **

Laws of certain jurisdictions prohibit theuse of Company funds, assets, services, or facilities on behalf of a politicalparty or candidate.  Payments ofcorporate funds to any political party, candidate or campaign may be made onlyif permitted under applicable law and approved in writing and in advance by theCCO.

 

This policy does not prohibit the Companyfrom establishing and maintaining political action committees (“PACs”), such asthe Company’s PAC, which are permitted under applicable law, nor does thispolicy prohibit the Company’s eligible employees from giving to such PACs.  Employee participation in any of theseactivities is strictly voluntary and employees have the right to refuse tocontribute without reprisal.

 

Employees’ work time may be considered theequivalent of a contribution by the Company. Therefore, employees will not be paid by the Company for any time spentrunning for public office, serving as an elected official, or campaigning for apolitical candidate.  The Company willnot compensate or reimburse employees, in any form, for a politicalcontribution that employees intend to make or have made.

 

20

----

*** ***

***Lobbying Activities***

*** ***

Laws of some jurisdictions requireregistration and reporting by anyone who engages in a lobbying activity.  Generally, lobbying includes: (1) communicatingwith any member or employee of a legislative branch of government for thepurpose of influencing legislation; (2) communicating with certaingovernment officials for the purpose of influencing government action; or (3) engagingin research or other activities to support or prepare for such communication.

 

So that the Company may comply with lobbyinglaws, employees must notify the Legal and Compliance group before engaging inany activity on behalf of the Company that might be considered “lobbying” asdescribed above.

 

**Bribery of Foreign Officials**

** **

Company policy, the U.S. Foreign CorruptPractices Act (the “FCPA”), and the laws of many other countries prohibit theCompany and its officers, employees and agents from giving or offering to givemoney or anything of value to a foreign official, a foreign political party, aparty official or a candidate for political office in order to influenceofficial acts or decisions of that person or entity, to obtain or retainbusiness, or to secure any improper advantage. A foreign official is an officer or employee of a government or anydepartment, agency, or instrumentality thereof, or of certain internationalagencies, such as the World Bank or the United Nations, or any person acting inan official capacity on behalf of one of those entities.  Officials of government-owned corporationsare considered to be foreign officials.

 

Payments need not be in cash to beillegal.  The FCPA prohibits giving oroffering to give “anything of value.” Over the years, many non-cash items have been the basis of briberyprosecutions, including travel expenses, golf outings, automobiles, and loanswith favorable interest rates or repayment terms.  Indirect payments made through agents,contractors, or other third parties are also prohibited.  Employees may not avoid liability by “turninga blind eye” when circumstances indicate a potential violation of the FCPA.

 

The FCPA does allow for certain permissiblepayments to foreign officials. Specifically, the law permits “facilitating” payments, which arepayments of small value to effect routine government actions such as obtainingpermits, licenses, visas, mail, utilities hook-ups and the like.  However, determining what is a permissible “facilitating”payment involves difficult legal judgments. Therefore, employees must obtain permission from the Legal andCompliance group before making any payment or gift thought to be exempt fromthe FCPA.

 

**Amendments and Modifications.**

** **

TheCCO will periodically review the adequacy of this Code and the effectiveness ofits implementation and shall make amendments or modifications asnecessary.  All material amendments andmodifications shall be subject to the final approval of the Company’smanagement, the Board and the Executive Committee as necessary.

 

**Form ADV Disclosure.**

** **

In connection with making amendments to thisCode, the CCO will review and update disclosure relating to this Code set forthin the Company’s Schedule F of Form ADV, Part II.

 

**Employee Certification.**

** **

Ultimate responsibility to ensure that we asa Company comply with the many laws, regulations and ethical standardsaffecting our business rests with each of us. Employees must become familiar with and conduct themselves strictly incompliance with those laws, regulations and standards and the Company’spolicies and guidelines pertaining to them. ** **By signing the attachedacknowledgment form, employees acknowledge that they have received and read theterms of this Code.  Employees alsocertify that they 

 

21

----

 

recognize and understand the responsibilitiesand obligations incurred by them as a result of being subject to this Code andthey hereby agree to abide by the terms hereof.

 

22

----