EX-99.23.P 5 l00579aexv99w23wp.txt EX-99.23.P EX-99.23.P CODE OF ETHICS JOHNSON INVESTMENT COUNSEL, INC. JOHNSON MUTUAL FUNDS TRUST JOHNSON TRUST COMPANY JOHNSON FINANCIAL, INC. EFFECTIVE JANUARY 1, 2002 This Code of Ethics is based on the principle that every trustee, director, officer and employee of Johnson Investment Counsel, Inc., Johnson Mutual Funds Trust, Johnson Trust Company and Johnson Financial, Inc. (the "Johnson Companies") or any investment adviser to the Johnson Companies should place the interests of the clients of the Johnson Companies before his or her own personal interests at all times. Each trustee, director, officer and employee should avoid any actual or potential conflicts of interest with the Johnson Companies in all personal securities transactions. Each trustee, director, officer and employee must annually sign an Acknowledgement of Receipt and Compliance form and should comply with the provisions of the Code of Ethics in all his or her personal securities transactions. DEFINITIONS "Access person" means any director, trustee, officer, employee or advisory person (as defined below) of any of the Johnson Companies. "Act" means the Investment Company Act of 1940, as amended. "Advisory person" means: any employee of any of the Johnson Companies who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding a purchase or sale of a security by any of the Johnson Companies; or any employee of any of the Johnson Companies whose functions relate to the making of any recommendations with respect to the purchase or sale of a security by any of the Johnson Companies; or any natural person in a control relationship to any of the Johnson Companies who obtains information concerning recommendations with regard to the purchase or sale of a security by any of the Johnson Companies. 1 "Beneficial ownership" will be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except that the determination of direct or indirect beneficial ownership shall apply to all securities which an access person has or acquires. For purposes of this Code, "beneficial ownership" includes, but is not limited to, securities held by members of a person's immediate family sharing the same household and securities over which a person has discretionary authority outside of his ordinary course of business. "Control" means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any person who owns beneficially, either directly or through one or more controlled companies, more than twenty-five percent (25%) of the voting securities of the company shall be presumed to control such company. A natural person shall be presumed not to be a controlled person within the meaning of this Code of Ethics. Any such presumption may be rebutted by evidence, in accordance with Section 2(a)(9) of the Act. "Employee" means any person employed by any of the Johnson Companies. "Disinterested trustees" means trustees of Johnson Mutual Funds Trust who are not employees of any of the Johnson Companies and who are not advisory persons as defined above. "Disinterested directors" means directors of Johnson Trust Company or Johnson Financial, Inc. who are not advisory persons as defined above. "Fund" means any series of shares of Johnson Mutual Funds Trust. "Insider" means the officers, directors, and employees of a company, although the concept of an "insider" is broad. A person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and, as a result, is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, any of the Johnson Companies may become a temporary insider of a company it advises or for which it performs other services. According to the Supreme Court, the company must expect the outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider. "Material information" means information for which there is a substantial likelihood that a responsible investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on 2 the price of a company's securities. Information that officers, directors, and employees should consider material includes, but is not limited to: dividend changes; earnings estimates; changes in previously released earnings estimates; significant merger or acquisition proposals or agreements; major litigation; liquidation problems; and extraordinary management developments. Trading on insider information is not a basis for liability unless the information is material. "Non-public information" means information that has not been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the United States Securities and Exchange Commission ("SEC"), or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal, or other publications of general circulation, would be considered public. "Security" means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participating in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, or, in general, any interest or instrument commonly known as "security", or any certificate of interest or participation in temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing, except that the term "security" shall not include securities issued by the government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and shares of registered open-end investment companies (mutual funds). FIDUCIARY DUTIES All employees of any of the Johnson Companies: shall comply with all applicable laws, rules, and regulations of any government, government agency, and regulatory organization governing his professional, financial, or business activities, as well as with this Code of Ethics; shall preserve the confidentiality of all information communicated by the client and all information regarding the client that is obtained as a result of the fiduciary duty as an employee of any of the Johnson Companies as it concerns matters within the scope of the confidential relationship, unless the information concerns illegal activities on the part of the client; and shall use particular care and good judgment to achieve and maintain independence and objectivity when dealing with issuers of securities and persons that do business with any of the Johnson Companies. PROHIBITED ACTIVITIES Each access person of any of the Johnson Companies: 3 shall not commit a criminal act that upon conviction materially reflects adversely on his honesty, trustworthiness, or fitness as a financial analyst, professional, or employee of any of the Johnson Companies; shall not employ any device, scheme or artifice to defraud any of the Johnson Companies; shall not make to any of the Johnson Companies any untrue statement of a material fact or omit to state to any of the Johnson Companies a material fact that would cause a statement to be misleading, or make to any of the Johnson Companies any misleading statement; shall not engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any of the Johnson Companies; shall not engage in any manipulative practice with respect to any of the Johnson Companies; shall not knowingly participate in, or assist in, any acts in violation of any applicable law, rule, or regulation of any government, governmental agency, or regulatory organization governing his or her professional, financial, or business activities; shall not accept any gifts greater than $250 annually from any person that does business with any of the Johnson Companies in order to preserve the access person's objectivity with regards to the business relationship; shall not trade while in possession of, nor communicate, material non-public information in breach of fiduciary duty (refer to Section V on Insider Trading); shall not, when presenting material to his employer, associates, customers, clients, or the general public, copy or use in substantially the same form, material prepared by other persons without acknowledging its use and identifying the name of the author or publisher of such material, but may, however, use without acknowledgment factual information published by recognized financial and statistical reporting services or similar sources; shall not make any statements, orally or in writing, which misrepresent the services that the employee or his or her firm is capable of performing for the client, the qualifications of such employee or his or her firm, the expected performance of any particular investment, the historic performance of Johnson Investment Counsel, Inc. or Johnson Mutual Funds Trust or of a particular Fund or account, nor the performance that Johnson Investment Counsel, Inc. or Johnson Mutual Funds Trust can reasonably be expected to achieve; shall not make, orally or in writing, explicitly or implicitly, any assurances about or guarantees of any investment or its return except communication of accurate information as to the terms of the investment instrument and the issuer's obligations under the instrument; and 4 shall not undertake independent practice which could result in compensation or other benefit in competition with his employer unless he has received written consent from both his employer and the person for whom he undertakes independent employment. The provisions of Sections III(G), III(I), III(K) and III(L) shall not apply to disinterested trustees and disinterested directors ("disinterested trustees/directors") ACTIVITIES THAT REQUIRE SPECIAL AUTHORIZATION All access persons are required to gain prior approval in writing from the personal trading compliance officer appointed by the Johnson Companies ("Personal Trading Compliance Officer") regarding: service on a Board of Directors or Board of Trustees of a publicly traded company. Those serving on a Board of a company whose stock any of the Johnson Companies or any clients of any of the Johnson Companies holds or intends to hold are isolated from making investment decisions as to that company; investments in initial public offerings ("IPO"). An investment by an access person in an unrestricted, equity IPO that is available to clients is prohibited due to the limited availability of shares and potential conflict with Funds or Johnson Investment Counsel's managed accounts that also may wish to acquire the shares. If the Personal Trading Compliance Officer approves an investment in an IPO, the Personal Trading Compliance Officer shall maintain a record of the approval and the reasons supporting the approval; investments in private placements. All access persons must disclose holdings in private placements before any of the Johnson Companies makes subsequent transactions in the security for itself or any of its clients. If the Personal Trading Compliance Officer approves an investment in a private placement, the Personal Trading Compliance Officer shall maintain a record of the approval and the reasons supporting the approval; and participation in investment clubs. Employees that are members of investment clubs must follow certain rules pertaining to their participation in these clubs, as required by the SEC. Employees need to know which securities Johnson Investment Counsel, Inc. is monitoring for purchase or sale and to abstain from "voting" on those particular securities without offering any additional information. The provisions of this Section IV shall not apply to disinterested trustees/directors. INSIDER TRADING Policy Statement on Insider Trading - The Johnson Companies forbid any access person from trading, either personally or on behalf of others (such as Funds and private accounts managed by Johnson Investment Counsel, Inc.) on material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as "insider trading". 5 This policy applies to all access persons and extends to activities within and outside their duties at any of the Johnson Companies. Disinterested trustees/directors must also consider insider trading issues when conducting personal trades. The term "insider trading" is not defined in the federal securities laws, but generally is used to refer to the use of material non-public information to trade in securities (whether or not one is an "insider") or to communications of material non-public information to others. While the law concerning insider trading is not static, it is generally understood that the law prohibits: trading by an insider, while in possession of material non-public information; or trading by a non-insider, while in possession of material non-public information where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated; or communicating material non-public information to others. Identifying Insider Information - Before trading for yourself or others, including investment companies or private accounts managed by Johnson Investment Counsel, Inc., on any securities information, ask yourself the following questions: Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed? Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Reuters Economic Services, The Wall Street Journal, or other publications of general circulation? If, after consideration of the above, you believe that the information is material and non-public or if you have questions as to whether the information is material and non-public, you should take the following steps: Report the matter immediately to the Personal Trading Compliance Officer. Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by Johnson Investment Counsel, Inc. Do not communicate the information to anyone inside or outside any of the Johnson Companies, other than to the Personal Trading Compliance Officer. In addition, care should be taken so that such information should 6 be sealed; access to computer files containing material non-public information should be restricted. After the Personal Trading Compliance Officer has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information. If, after consideration of the items set forth above, doubt remains as to whether information is material or non-public, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with the Chief Operations Officer of Johnson Investment Counsel, Inc. (the "Chief Operations Officer") before trading or communicating the information to anyone. PROCEDURES TO IMPLEMENT CODE OF ETHICS The following procedures have been established to aid the officers, directors, trustees and employees of the Johnson Companies in preventing, detecting, and imposing sanctions against insider trading and other prohibited activities. Every officer, director, trustee and employee of any of the Johnson Companies must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability, and criminal penalties. Personal Securities Trading - Each access persons shall be subject to the following procedures for Securities trading: As to any account as to which the access person has beneficial ownership, refer to the "Restricted List" folder (see explanation below) under "All Public Folders" in Microsoft Outlook to determine if a Security may be traded on that day. The Restricted List applies to both purchases and sales. The "exempted transactions" described in Section VI(A)(4) are not restricted and do not require preclearance. Pre-clear the trade by sending an e-mail to the Equity Trader. The "exempted transactions" described in Section VI(A)(4) do not require preclearance. This e-mail must include the ticker. If the trade is entered as a "good til cancelled" ("GTC") order, this must be indicated. A reply from the Equity Trader will be proper authorization to trade (transactions done directly with the issuer of the Security and/or dividend reinvestment purchases do not need pre-clearance). Note: Authorizations are only valid for two days. An access person must send a new e-mail each time he or she re-enters the order or changes the GTC limit. Restricted List - For purposes of this Section VI(A), the "Restricted List" is a list prohibiting personal trading in Securities including but not limited to the following: 7 Any Security being actively considered by the Investment Team for purchase in the model portfolio or Johnson Mutual Funds until after every client has had the opportunity to purchase the Security. Any model portfolio or Johnson Mutual Funds Security being actively considered by the Investment Team for sale until after every client has had the opportunity to sell the Security. Any Security for which Trading has an active order which, based on the discretion of the Equity Trader, could have a market-moving impact. Any unrestricted, equity Initial Public Offering (IPO) that is available to clients. Any Security of which any of the Johnson Companies or an access person has received material, non-public information. Any Security where an access person trade could conflict with the fiduciary duties of Johnson Investment Counsel, Inc. to its clients. Exempted Transactions - The provisions of this Section VI(A) do not apply to the following transactions: Purchases or sales of excluded securities such as securities issued by the government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and shares of registered open-end investment companies (mutual funds). Purchases or sales of Securities involving less than 2,000 shares of a Security included in the Standard & Poor's 500 Index. Purchases or sales of Securities involving less than 2,000 shares of a Security of a company with a market capitalization in excess of $2 billion and average daily trading volume in excess of 100,000 shares. Purchases or sales of option contracts involving less than twenty (20) contracts on a Security included in the Standard & Poor's 500 Index. Purchases or sales of option contracts involving less than twenty (20) contracts on a Security of a company with a market capitalization in excess of $2 billion and average daily trading volume in excess of 100,000 shares. Purchases or sales of Securities where the total transaction does not exceed $2,500 in a 48 hour period. 8 Purchases or sales of Securities effected in any account over which the access person has no direct or indirect influence or control. Purchases of Securities that are acquired through automatic dividend reinvestment plan. Purchase of Securities effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, or sales of such rights. The provisions of this Section VI(A) shall not apply to disinterested trustees/directors. Reporting - Quarterly Reports - Each access person shall submit to the Personal Trading Compliance Officer a quarterly report of every non-exempt transaction as described in section VI(A)(4) during the quarter in a Security in which he or she has any direct or indirect beneficial ownership as described in Section I (D). In addition to reporting trades, the form must include information regarding any account established by the access person in which any securities were held during the quarter for the direct or indirect benefit of the access person. Said report shall be made no later than ten (10) days after the end of the calendar quarter in which the transaction to which the report relates was effected. An access person need not make such a report with respect to transactions effected for any account over which he or she does not have any direct or indirect influence or control. Initial Holdings Reports - Each access person shall submit to the Personal Trading Compliance Officer, no later than ten (10) days after the person becomes an access person, a report of his or her personal Security holdings (as of the date the person became an access person) in which the access person has direct or indirect beneficial ownership as described in Section I (D). The report shall also include information regarding any account in which any securities were held for the direct or indirect benefit of the access person as of the date the person became an access person. Annual Holdings Report - The Initial Holdings Report shall be updated annually (with information current as of a date no more than thirty (30) days before the report is submitted). Reports of Compliance Officer - The Personal Trading Compliance Officer shall report all his or her required trades and personal holdings reports to the Chief Operations Officer for review. Reports of Disinterested Trustees/Directors - Notwithstanding the provisions of Section VI(B)(1), a disinterested trustee/director must report a transaction in a Security only if he or she knew at the time of the transaction (or, in 9 the ordinary course of fulfilling his or her official duties as a trustee/director, he or she should have known at the time of the transaction) that the Security was purchased or sold or was being considered for purchase or sale by any Fund during the fifteen day period immediately preceding or following the date of the trustee's/director's transaction. A disinterested trustee/director need not make any Initial Holdings Report under Section IV(B)(2) or Annual Holdings Report under Section IV(B)(3). Administration - Review of Personal Securities Trading Reports - The reports submitted by access persons shall be reviewed by the Personal Trading Compliance Officer (or, the Chief Operations Officer in the case of the Personal Trading Compliance Officer) on behalf of the applicable Johnson Companies in order to determine whether any violation of this Code or any section of the Act or the regulations promulgated thereunder has occurred. The reviewing person shall report any such material violation to the Chief Operations Officer and to the applicable Boards of Trustees/Directors. Sanctions - The Chief Operations Officer and/or the applicable Boards of Trustees/Directors may impose sanctions deemed appropriate upon any person who has materially violated the Code of Ethics or engaged in a course of conduct that, although in technical compliance with the Code of Ethics, is part of a plan or scheme to evade the provisions of the Code of Ethics. Sanctions may include a letter of censure, suspension of employment, termination of employment, fines and disgorgement of profits from prohibited or restricted transactions. Annual Report - Annually, the Personal Trading Compliance Officer will submit a report to the Board of Trustees/Directors of the Johnson Companies. The report will describe any material issues arising under the Code of Ethics since the last report, including, but not limited to, material violations of the Code of Ethics and sanctions imposed. The report will also certify that procedures have been adopted and followed to prevent access persons from violating the Code of Ethics. 10 CODE OF ETHICS JOHNSON INVESTMENT COUNSEL, INC. JOHNSON MUTUAL FUNDS TRUST JOHNSON TRUST COMPANY JOHNSON FINANCIAL, INC. Effective January 1, 2002 ACKNOWLEDGMENT OF RECEIPT AND COMPLIANCE I have read and understand the Code of Ethics for Johnson Investment Counsel, Inc., Johnson Mutual Funds Trust, Johnson Trust Company and Johnson Financial, Inc., as documented on the preceding ____ pages, and will comply in all respects with such policies and procedures. ---------------------------------------------------------------- Signature Date ----------------------------------------- Name (Printed) 11 CODE OF ETHICS JOHNSON INVESTMENT COUNSEL, INC. JOHNSON MUTUAL FUNDS TRUST JOHNSON TRUST COMPANY JOHNSON FINANCIAL, INC. JANUARY 1, 2002
PAGE ---- I. DEFINITIONS.............................................. 1-3 II. FIDUCIARY DUTIES......................................... 3 III. PROHIBITED ACTIVITIES.................................... 3-4 IV. ACTIVITIES THAT REQUIRE SPECIAL AUTHORIZATION............ 5 V. INSIDER TRADING.......................................... 5-7 VI. PROCEDURES TO IMPLEMENT CODE OF ETHICS................... 7-10 VIII. ACKNOWLEDGMENT OF RECEIPT AND COMPLIANCE................. 11
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