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CODE OF ETHICS CERTIFICATION
I hereby certify that:
- I have read and understand the Code;
- I am subject to the Code;
- I have complied and will continue to comply with the requirements of
the Code; and
- I have disclosed and will continue to disclose all personal
securities transactions required to be disclosed pursuant to the
Code.
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(Signature)
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(Print Name)
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(Date)
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ALGER CODE OF ETHICS
I. PURPOSE AND CONSTRUCTION
This Code of Ethics (the "Code") is adopted by Fred Alger Management,
Inc. ("Alger Management"), Fred Alger & Company, Incorporated ("Alger &
Company"), Alger Shareholder Services, Inc. ("Shareholder Services") and each
investment company for which Alger Management serves as investment adviser
(individually referred to as a "Fund" and collectively referred to as the
"Funds"). This Code establishes procedures designed:
(1) to prevent and detect violations of certain provisions of the
Investment Company Act of 1940, as amended (the "1940 Act"), the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and
the rules and regulations thereunder;
(2) to ensure that Access Persons comply with their fiduciary
obligations to the Funds; and
(3) to prevent Access Persons with access to certain information
from engaging in investment activities that might be harmful to the
interests of the Funds or that might enable Access Persons to profit
illicitly from their relationship with Alger Management and the Funds.
II. DEFINITIONS
A. "ACCESS PERSON" means:
(1) any director, trustee or officer of the Funds, Alger
Management, Alger & Company or Shareholder Services; and
(2) all other employees of Alger Management, Alger & Company, and
Shareholder Services.
B. "ADVISORY PERSON" means:
(1) any Alger Management, Alger & Company, Shareholder Services or
Fund employee (or any employee of a company in a control relationship
with these entities) who, in connection with his or her regular
functions or duties, makes, participates in or obtains information
regarding the purchase or sale of Securities by a Fund, or whose
functions relate to the making of any recommendations with respect to
such purchases or sales; and
(2) any natural person in a control relationship with Alger
Management, Alger & Company or a Fund who obtains information
concerning recommendations made to a Fund with regard to the purchase
or sale of Securities by the Fund.
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C. "AFFILIATED PERSON" of another person means:
(1) any person directly or indirectly owning, controlling or
holding with power to vote five percent (5%) or more of the outstanding
voting securities of such other person;
(2) any person five percent (5%) or more of whose outstanding
voting securities are directly or indirectly owned, controlled or held
with power to vote by such other person;
(3) any person directly or indirectly controlling, controlled by
or under common control with such other person;
(4) any officer, director, partner, co-partner or employee of such
other person;
(5) should such other person be an investment company, any
investment adviser thereof or any member of an advisory board thereof;
or
(6) should such other person be an unincorporated investment
company not having a board of directors, the depositor thereof.
D. "BENEFICIAL OWNERSHIP" shall be determined in accordance with the
definition of "beneficial owner" set forth in Rule 16a-1(a)(2) of the 1934 Act,
I.E., a person must have a "direct or indirect pecuniary interest" to have
"Beneficial Ownership." Although the following list is not exhaustive, under the
Rule and this Code a person generally would be regarded to be the beneficial
owner of the following securities:
(1) securities held in the person's own name;
(2) securities held with another in joint tenancy, community
property or other joint ownership;
(3) securities held by a bank or broker as nominee or custodian on
such person's behalf or pledged as collateral for a loan;
(4) securities held by members of the person's immediate family
sharing the same household ("immediate family" means any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law, including adoptive relationships);
(5) securities held by a relative not residing in the person's
home if the person is a custodian, guardian or otherwise has
controlling influence over the purchase, sale or voting of such
securities;
(6) securities held by a trust in which the person is a
beneficiary and has or shares the power to make purchase or sale
decisions;
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(7) securities held by a trust for which the person serves as a
trustee and in which the person has a pecuniary interest (including
pecuniary interests by virtue of performance fees and by virtue of
holdings by the person's immediate family);
(8) securities held by a general partnership or limited
partnership in which the person is a general partner;
(9) securities owned by a corporation in which the person has a
control position or in which the person has or shares investment
control over the portfolio securities (other than a registered
investment company);
(10) securities in a portfolio giving the person certain
performance-related fees; or
(11) securities held by another person or entity pursuant to any
agreement, understanding, relationship or other arrangement giving the
person any direct or indirect pecuniary interest.
E. "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 a company shall be
presumed to control such company. Any person who does not so own more than
twenty-five percent (25%) of the voting securities of any company shall be
presumed not to control such company. A natural person shall be presumed unable
to be subject to control, as defined herein.
F. "DISINTERESTED FUND DIRECTOR" means a Fund director/trustee who is
not an officer, director, trustee or employee of Alger Management or who is not
otherwise an "interested person" of such Fund as defined in the 1940 Act,
Section 2(a)(19).
G. "PERSONAL SECURITIES TRANSACTION" means a transaction in a
Security in which an individual has or thereby acquires Beneficial Ownership. A
person shall be considered to be "engaging in" or "effecting" a Personal
Securities Transaction if such a Security is involved, regardless of whether the
transaction is effected by that person or by some other person (such as an
immediate family member). However, a person shall not be considered to be
"engaging in" or "effecting" a Personal Securities Transaction if such
transaction is executed through a pre-established automatic investment plan or
dividend reinvestment plan.
H. "PORTFOLIO MANAGER" means an Alger Management employee entrusted
with the direct responsibility and authority to make investment decisions with
respect to a Fund.
I. "PURCHASE OR SALE OF A SECURITY" includes any contract to purchase
or sell a Security, such as, for example, the writing of an option to purchase
or sell a Security.
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J. "SECURITY" has the meaning set forth in the 1940 Act,
Section 2(a)(36) (I.E., "any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation 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, any put, call,
straddle, option, or privilege on any security (including a certificate of
deposit) or on any group or index of securities (including any interest therein
or based on the value thereof), or any put, call, straddle, option, or privilege
entered into on a national securities exchange relating to foreign currency, or,
in general, any interest or instrument commonly known as a '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 it shall not include:
(1) direct obligations of the U.S. government;
(2) bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements; or
(3) shares issued by open-end investment companies.
K. "SECURITY HELD OR TO BE ACQUIRED" means any Security which, within
the most recent fifteen (15) days (i) is or has been held by the Fund, (ii) is
being considered by the Fund or Alger Management for purchase by the Fund; or
(iii) any option to purchase or sell, and any security convertible into or
exchangeable for, any Security that is held or to be acquired by the Fund.
III. RESTRICTIONS
A. NON-DISCLOSURE OF INFORMATION. An Access Person shall not divulge
to any person contemplated or completed securities transactions of any Fund,
except in the performance of his or her duties, unless such information
previously has become a matter of public knowledge.
B. PROSCRIBED ACTIVITIES. No Access Person shall engage in any
activity prohibited by the 1940 Act, Rule 17j-1(a). As a general matter, this
provision prohibits Access Persons, in connection with the purchase or sale,
directly or indirectly, by the Access Person of a Security Held or to be
Acquired by a Fund, from:
(1) using any device, scheme or artifice to defraud any Fund;
(2) making to any Fund an untrue statement of a material fact or
omitting to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were
made, not misleading;
(3) engaging in any act, practice or course of business which
operates or would operate as a fraud or deceit upon any Fund; or
(4) engaging in any manipulative practice with respect to any
Fund.
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The foregoing conduct also may violate other antifraud provisions of the federal
securities laws.
C. PROHIBITION ON TRADING WHILE IN POSSESSION OF MATERIAL NON-PUBLIC
INFORMATION. No Access Person may seek any benefit for himself or herself, a
Fund, or anyone else from material, non-public information about issuers,
whether or not the securities of such issuers are held in Fund portfolios or
suitable for inclusion in their portfolios. Any Access Person who believes he or
she is in possession of such information should contact a Compliance Officer
IMMEDIATELY. This prohibition does not preclude an Access Person from contacting
officers and employees of issuers or other investment professionals in seeking
information about issuers that is publicly available.
D. OBLIGATION TO EXERCISE BEST JUDGMENT. An Advisory Person shall act
in his or her best judgment in effecting or recommending, or deciding not to
effect or recommend, any transaction on behalf of a Fund. An Advisory Person
shall not take into consideration his or her personal financial situation in
connection with decisions regarding portfolio transactions by or on behalf of a
Fund.
E. GENERAL PRINCIPLES OF PERSONAL INVESTING. No Access Person shall
engage in any Personal Securities Transaction that he or she has reason to
believe will be detrimental to the best interests of any Fund. When engaging in
Personal Securities Transactions, an Access Person shall:
(1) place the interests of the Funds and Alger clients' investment
accounts first;
(2) conduct such transactions in a manner consistent with the Code
and in such a manner as to avoid any actual or potential conflict of
interest or abuse of any such person's position of trust and
responsibility as an Access Person; and
(3) not take inappropriate advantage of such person's position in
relationship to the Funds.
The types of securities to which this Code applies are set forth in the
definition of Security in Section II(J) hereof. Personal Securities Transactions
involving the types of instruments excluded from that definition are not subject
to the provisions of this Code.
F. LIMITATIONS ON PERSONAL SECURITIES TRANSACTIONS.
(1) LIMITATIONS RELATED TO TIMING OF TRANSACTIONS. The timing of
Personal Securities Transactions shall be limited as follows:
(a) An Access Person may not execute a Personal Securities
Transaction at a time when any Portfolio Manager is considering
the purchase or sale of that Security. If the Fund is in the
middle of a buying or selling program for that Security, the
program must be completed before the Access Person may execute his
or her transaction.
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(b) An Access Person may not recommend any Securities
transaction by a Fund without having disclosed his or her interest
in such Securities or the issuer thereof, including without
limitation:
(i) direct or indirect beneficial ownership of any
Securities of the issuer;
(ii) any position with the issuer or its affiliates;
or
(iii) any present or proposed business relationship
between the issuer or its affiliates and such person or any
party in which such person has a significant interest.
(c) A Portfolio Manager shall not engage in a Personal
Securities Transaction to buy or sell a Security within a period
of seven (7) business days before or after a Fund that he or she
manages trades in that same Security unless one of the following
situations exists:
(i) The Fund receives a better price on its
transaction made within seven (7) days of the Portfolio
Manager's transaction;
(ii) A Portfolio Manager whose recommendation to
purchase or sell a Security by a Fund is overruled by
senior management of Alger Management, may purchase or sell
that security for his or her own account. If senior
management subsequently changes its position regarding that
security and decides to purchase or sell the security for a
Fund within seven (7) days of the Portfolio Manager's
transaction for his or her own account, the Fund's purchase
or sale will not require disgorgement by the Portfolio
Manager; or
(iii) The Portfolio Manager can demonstrate that a
hardship exists which requires the sale of the security
within the prohibited time period.
(d) An Advisory Person may not profit from the purchase and
sale, or sale and purchase, of the same (or equivalent) Securities
within any sixty (60) day period unless the Security is not held
by a Fund and is not eligible for purchase by a Fund. A Compliance
Officer will consider exemptions to this prohibition on a
case-by-case basis when it is clear that no abuse is involved and
the equities of the situation STRONGLY support an exemption.
(e) Any profits realized on trades within the proscribed
periods must be disgorged to the appropriate Fund or to charity.
(2) INITIAL PUBLIC OFFERINGS. An Advisory Person may not acquire
any Securities in an initial public offering.
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(3) PRIVATE PLACEMENT LIMITATIONS. An Advisory Person shall not
engage in any Personal Securities Transaction that involves an offering
of Securities that is exempt from registration under the Securities Act
of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule
504, rule 505 or rule 506 (a "private placement"), without the express
prior written approval of a Compliance Officer.
An Advisory Person who has a Beneficial Ownership interest in any
Securities obtained through a private placement must disclose this
interest to a Compliance Officer if and when he or she becomes involved
in any subsequent consideration of an investment in the securities of
the same issuer for any Fund. In such case, the decision to invest in
the Securities of such an issuer on behalf of the Fund shall be subject
to the review and approval of an Advisory Person appointed by a
Compliance Officer who has no personal interest in the issuer.
(4) APPLICATION TO DISINTERESTED FUND DIRECTORS. The restrictions
on Personal Securities Transactions set forth in this Section III(F)
shall not apply to Disinterested Fund Directors.
G. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS. All Access
Persons must pre-clear their Personal Securities Transactions with a Compliance
Officer.
- A Compliance Officer must pre-clear the personal securities
transactions of all Access Persons with the Portfolio Managers in
addition to the trading desk.
- Any approval will be valid only for the day on which it is
granted.
The pre-clearance requirements set forth in this Section III(G) shall
not apply to Disinterested Fund Directors.
H. COPIES OF BROKERAGE REPORTS. All Access Persons should direct
their brokers to supply duplicate copies of all confirmations and periodic
statements to a Compliance Officer.
IV. REPORTING REQUIREMENTS
A. INITIAL HOLDING REPORT. No later than ten (10) days after a person
becomes an Access Person, he or she shall submit a report to a Compliance
Officer containing the following information:
(1) the title, number of shares and principal amount of each
Security in which the Access Person had any direct or indirect
Beneficial Ownership when he or she became an Access Person;
(2) the name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities were held for his
or her direct or indirect benefit as of the date he or she became an
Access Person; and
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(3) the date on which the report is submitted.
B. QUARTERLY REPORT. No later than ten (10) days after the end of
each calendar quarter, each Access Person shall submit a report containing the
following information:
(1) with respect to transactions during the quarter in any
Security in which he or she had any direct or indirect Beneficial
Ownership:
(a) the date of the transaction, the title, the interest
rate and maturity date (if applicable), the number of shares, and
the principal amount of each Security involved;
(b) the nature of the transaction (I.E., purchase, sale or
any other type of acquisition or disposition);
(c) the price at which the transaction was effected;
(d) the name of the broker-dealer or bank with or through
whom the transaction was effected; and
(e) the date on which the report is submitted.
(2) with respect to any account established by the Access Person
in which any securities were held during the quarter for his or her
direct or indirect benefit:
(a) the name of the broker-dealer or bank with whom the
account was established;
(b) the date the account was established; and
(c) the date on which the report is submitted.
C. ANNUAL HOLDING REPORTS. Each Access Person shall submit an annual
report to a Compliance Officer containing the following information, which must
be current as of a date no more than thirty (30) days before the report is
submitted:
(1) the title, number of shares and principal amount of each
Security in which the Access Person had any direct or indirect
Beneficial Ownership;
(2) the name of any broker-dealer or bank with whom the Access
Person maintains an account in which any securities are held for his or
her direct or indirect benefit; and
(3) the date on which the report is submitted.
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D. LIMITATIONS ON REPORTING REQUIREMENTS. No one shall be required to
make a report under this Article IV:
(1) with respect to transactions effected for any account over
which such person does not have any direct or indirect influence or
control;
(2) if such a person is a Disinterested Fund Director, EXCEPT that
such Disinterested Fund Director shall file a quarterly report pursuant
to Section IV(B) hereof in an instance where such director knew or, in
the ordinary course of fulfilling his or her official duties as a
director of a Fund, should have known that during the fifteen (15) day
period immediately before or after the date of the transaction in a
Security by the director, a Fund purchased or sold the Security or such
purchase or sale by a Fund was considered by the Fund or Alger
Management; or
(3) with respect to quarterly transaction reports only, a report
would duplicate information contained in broker trade confirmations or
account statements received by a Compliance Officer, provided that all
of the information required to be included in the quarterly report must
be contained in the broker trade confirmations or account statements,
or in the records of the Funds, Alger Management, Alger & Company, or
Shareholder Services.
E. FILING OF REPORTS. All reports prepared pursuant to this
Article IV shall be filed with a Compliance Officer, except that reports
relating to a Compliance Officer, or to any individual designated by a
Compliance Officer to review reports prepared pursuant to this Article IV, shall
be filed with the Executive Vice President of Alger Management.
F. ANNUAL REPORT TO BOARDS OF DIRECTORS. The Funds, Alger Management,
Alger & Company and Shareholder Services must furnish to the Funds' Board of
Directors/Trustees an annual report that:
(1) describes any issues arising under the Code of Ethics and
procedures since the last report to the Board of Directors/Trustees,
including, but not limited to, information about material violations of
the Code or procedures and sanctions imposed in response to the
material violations; and
(2) certifies that the Funds, Alger Management, Alger & Company
and Shareholder Services have adopted procedures reasonably necessary
to prevent Access Persons from violating the Code.
V. SANCTIONS
Upon discovering that an Access Person has not complied with the
requirements of this Code, the Board of Directors/Trustees of Alger Management,
Alger & Company, Shareholder
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Services or of any Fund may impose on that person whatever sanctions the Board
deems appropriate, including, among other things, censure, suspension or
termination of employment.
VI. GIFTS AND DIRECTORSHIPS
A. GIFTS. No Access Person may accept any gift or other thing of more
than DE MINIMIS value from any person or entity that does business with Alger
Management, Alger & Company, or Shareholder Services with respect to any Fund.
B. SERVICE AS DIRECTOR. Access Persons must obtain prior
authorization of a Compliance Officer to serve on the board of directors of a
publicly traded company. Such authorization will be based on a determination
that the board service would be consistent with the interests of the Funds and
their shareholders. Should any Access Person receive such authorization, any
transaction by any Fund involving the securities of any such publicly traded
company while such Access Person is serving as a director will be required to be
approved in advance, in writing, by a Compliance Officer.
C. APPLICATION TO DISINTERESTED FUND DIRECTORS. The restrictions set
forth in Sections VI(A) and (B) above shall not apply to Disinterested Fund
Directors.
VII. MISCELLANEOUS PROVISIONS
A. IDENTIFICATION OF CODE OF ETHICS CLASSIFICATIONS. Alger Management
shall identify all Advisory Persons and Portfolio Managers and inform them of
such classification under the Code.
B. MAINTENANCE OF RECORDS. Alger Management shall, on its own behalf
and on behalf of the Funds and Alger & Company, maintain and make available
records with respect to the implementation of the Code in the manner and for the
time required by the federal securities laws, including without limitation, the
1940 Act, Rule 17j-1(d).
C. ANNUAL CERTIFICATION OF COMPLIANCE. All Access Persons shall sign
a certificate to be presented to the Adviser each calendar year certifying that:
- they have read and understood the Code;
- they are subject to the Code;
- they have complied with the requirements of the Code; and
- they have disclosed all Personal Securities Transactions required
to be disclosed under the Code.
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D. CONFIDENTIALITY. All information obtained from any Access Person
hereunder shall be kept in strict confidence, except that reports of securities
transactions hereunder will be made available to the Securities and Exchange
Commission or any other regulatory or self-regulatory organization to the extent
required by law or regulation.
E. OTHER LAWS, RULES AND STATEMENTS OF POLICY. Nothing contained in
this Code shall be interpreted as relieving any Access Person from acting in
accordance with the provisions of any applicable law, rule or regulation or any
other statement of policy or procedure adopted by Alger Management, Alger &
Company, Shareholder Services or a Fund governing the conduct of such person.
EFFECTIVE DATE. The effective date of this Code shall be May 9, 2000.
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