Effective February 9, 2010
It is the policy of ICON Advisers, Inc. (“ICON”) to protect the confidentiality of each private account’s holdings and prevent the selective disclosure of nonpublic information about an account’s portfolio holdings.
Information related to the 10 largest portfolio holdings of each Separately Managed Account Model (“SMA”) and High Net Worth Account Model (“HNW”) can be made available to the general public via ICON’s website within approximately 10 business days after month-end.
A complete list of portfolio holdings, including short positions, for each account Model can be made available to the general public within approximately 30 calendar days after month-end.
Marketing can use sector, industry, asset allocation percentages, and actual positions, after the holdings have been released to the general public, in marketing materials such as Fact Sheets. The Fact Sheets may be posted to the ICON website monthly.
Marketing materials prepared by ICON may include a Model’s month-end holdings 30 calendar days after month-end, including the holdings month-end value-to-price and relative strength figures. Individual security value-to-price and relative strength figures may be included in marketing materials at any time provided that the Model’s holding in that security is disclosed as a percentage of the Model’s overall investment portfolio.
Complete portfolio holdings are provided to the certain ICON service providers, which have contracted to provide services to ICON (including custodian, sub-administrator, and certain others) and which require portfolio holdings information in order to perform those services. These service providers receive portfolio holdings information prior to and more frequently than the public disclosure of such information (“non-standard disclosure”). Non-standard disclosure of portfolio holdings information may also be provided to entities that provide a service to ICON, provided that the service is related to the investment advisory or administrative services that ICON provides to the portfolio. Non-standard disclosure of portfolio holdings may also be provided to third-party ratings agencies. Non-standard disclosure is subject to duties of confidentiality, including a duty not to trade on nonpublic information, imposed by law and/or contract.
In addition, ICON may occasionally discuss certain portfolio holdings with the media or a select target audience to assist marketing and sales efforts. All discussions with the media are subject to ICON’s Press Policy. All portfolio holdings discussed with select target audiences must be posted to ICON’s website prior to the discussion, with a transmission of the complete discussion posted to ICON’s website within twenty-four hours of the completion of the discussion.
Individual security value-to-price and relative strength figures may be disclosed at ICON’s discretion regardless of if the security is held in a portfolio. However, the security value-to-price and relative strength figures cannot be verbally disclosed to individuals in conjunction with a portfolio’s weighting in that security unless discussed with the media in accordance with ICON’s Press Policy or disclosed on ICON’s website in accordance with the procedures on discussions with select target audiences.
Other non-standard disclosure of portfolio holdings may only be made subject to the following conditions:
- a written request for non-standard disclosure must be submitted to and approved in writing by either ICON’s General Counsel or Chief Compliance Officer;
- The request must relate to an appropriate business purpose; and
- The holdings information is disclosed pursuant to the terms of a written confidentiality agreement between ICON and the recipient of the holdings information, unless such party is a regulatory or other governmental entity.
Any Confidentiality Agreement must be in form and substance acceptable to an appropriate officer of ICON’s legal department. Such Confidentiality Agreement should generally provide that:
- the portfolio information is the confidential property of ICON (and its service provider, if applicable) and may not be shared or used directly or indirectly for any purpose except as expressly provided in the Confidentiality Agreement;
- the recipient of the portfolio information agrees to limit access to the portfolio information to its employees (and agents) who, on a need-to-know basis, are (i) authorized to have access to the portfolio information and (ii) subject to confidentiality obligations, including duties not to trade on nonpublic information, no less restrictive than the confidentiality obligations contained in the Confidentiality Agreement;
- upon written request, the recipient agrees to promptly return or destroy, as directed, the portfolio information; and
- portfolio information may be deemed to no longer be confidential if (i) it is already known to the recipient prior to disclosure by ICON, (ii) it becomes publicly known without breach of the Confidentiality Agreement by the recipient, (iii) it is received from a third party and, to the knowledge of the recipient, the disclosure by such third party is not a breach of any agreement to which such third party is subject, or (iv) it is authorized by ICON or its agents to be disclosed.
