NATIONAL SOClETY OF COMPLIANCE PROFESSIONALS INC
MAR 1 6 2004
Executive Director Joan Hinchman
Directors Jane E. Bates Stanford Group Company
Patrick J. Burns, Jr. Park Avenue Securities, LLC
Mary E. Cobb M.E. Cobb Consulting
Mr. Jonathan G. Katz Secretary Securitiesand Exchange Commission 450 Fifth Street,NW Washington, DC 20549-0609 Re: File No.S7-04-04 - Proposed Rules: Codes of Ethics of Investment Advisers
Lisa D. Crossley Nuveen Investments
Jerry C. Danielson Lincoln National Life Insurance Company
Toni Evans TD Asset Management Inc.
J. Christopher Jackson Hansberger Global Investors, Inc.
Charles R. Lowry Piper Jaffray, Inc.
Michelle L. Majchrzak First American Trust, FSB
Barbara Brooke Manning Schroder Investment Management NA Inc.
James F. McGuire LPL Financial Services
Henry Sanchez, Jr. Highmark Financial Services
Paul B. Uhlenhop Lawrence, Kamin, Saunders & Uhlenhop, L.L.C.
Kathleen D. VanNoy-Pineda TIAA-CREF
Harry J. Weiss Wilmel; Cutler & Pickering
Dear Secretary Katz:
The National Societyof Compliance Professionals ("NSCP") appreciatesthe opportunityto comment on proposed Rule 2O4A-1 (the "Proposed Rule") under the Investment Advisers Act of 1940,as amended (the "Advisers Act'') proposed by the Securitiesand Exchange Commission (the "Commission") that would require investment advisersregistered with the Commission to adopt codes of ethics. Under the Proposed Rule, advisers' codes of ethics would set forth standardsof conduct expected of advisory personnel, safeguard material nonpublic information about client transactions, and address conflictsthat arise from personal trading by advisorypersonnel. Among other things, the Proposed Rule would require advisers' supervisedpersons to report their personal securitiestransactions, includingtransactions in shares of investment companiesmanaged by the adviser and would require advisers' access persons to obtain approval before investing in an initial public offering ("IPO) or limited offering; and would impose certain reporting and recordkeeping and disclosurerequirements.' The Proposed Rule would also make certain conformingchanges to Rule 17j-1 ("Rule 17j-1") under the Investment Company Act of 1940,as amended (the "Company ~ c t " ) . ~
NSCP is the largest organization of securities industry professionals devoted exclusivelyto compliance issues, effective supervision, and oversight. The principal purpose of NSCP is to enhance compliance in the securities industry, including f m s ' compliance efforts and programs and to M e r the educationand professionalism of the individuals implementing those efforts. An importantmission of the NSCP is to instil in its members the importanceof developingand implementing sound compliance programs across-the-board. Since its founding in 1987,NSCP has grown to over 1,250 members, and the constituencyfrom which its membership is drawn is unique.
1 Investment Adviser Codes of Ethics, Investment Advisers Act Release No. 2209, Investment Company Release No. 26337, File No. S7-04-04, (Jan. 20,2004 (hereinafter " R e l e a s e 2 2 0 9 ) . * 17 CFR 270.17i-1. 22 Kent Road Cornwall Bridge, ~ o n n e c i c u06754 (860) 672-0843 Fax (860) 672-3005 www.nscp.org