Code of Ethics Rule

Requires a written code of ethics setting a standard of business conduct reflecting the adviser's fiduciary obligations, compliance with the federal securities laws, personal securities reporting by access persons with review of those reports, prompt reporting of violations, and delivery of the code to every supervised person with a written acknowledgement back. Access persons file an initial holdings report within ten days of becoming an access person, current as of a date no more than 45 days before they became one; an annual holdings report at least once each 12-month period, current as of a date no more than 45 days before it is submitted; and quarterly transaction reports within 30 days of quarter end. 69 FR 41708 (9 July 2004), amended at 76 FR 81806 and 81 FR 83554.

• 01Identify access persons deliberately. Where providing investment advice is the adviser's primary business, directors, officers and partners are presumed to be access persons.
• 02Initial holdings report within 10 days; annual holdings report; quarterly transaction reports within 30 days of quarter end.
• 03Someone has to actually review the reports. The rule requires review, not collection.
• 04The reporting exceptions in (b)(3) are narrow: no direct or indirect influence or control, automatic investment plans, and duplicate confirmations received in time.

• Access person population defined too narrowly, most often by leaving out operations and technology staff who can see the holdings.
• Reports collected and filed without evidence anyone read them.
• Late reports with no follow-up and no record of the lateness.
• Household member accounts left undisclosed.