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DEUTSCHE ASSET MANAGEMENT
CODE OF ETHICS
MAY, 2000
A Member of the
DEUTSCHE BANK GROUP [LOGO]
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DEUTSCHE ASSET MANAGEMENT
CODE OF ETHICS
I. OVERVIEW....................................................1
II. GENERAL RULE................................................1
III. DEFINITIONS.................................................2
IV. RESTRICTIONS................................................3
Blackout Period Restrictions...........................3
New Issues (IPOs)......................................3
Short-Term Trading.....................................4
Restricted List........................................4
Private Placements.....................................4
V. COMPLIANCE PROCEDURES.......................................4
Designated Brokerage Accounts..........................4
Pre-Clearance..........................................4
Reporting Requirements.................................5
Confirmation of Compliance with Policies...............5
VI. OTHER PROCEDURES/RESTRICTIONS...............................5
Service on Boards of Directors.........................5
Gifts..................................................5
Rules for Dealing with Governmental Officials and
Political Candidates...................................7
Confidentiality........................................8
VII. SANCTIONS ..................................................8
VIII. INTERPRETATIONS AND EXCEPTIONS..............................8
APPENDIX:
/ / Acknowledgement Form.............................................9
/ / Initial (and Annual) Holdings Report.............................10
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DEUTSCHE ASSET MANAGEMENT - U.S.
CODE OF ETHICS
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I. OVERVIEW
This Code of Ethics ("Code") sets forth the specialized rules for business
conduct and guidelines for the personal investing activities that generally are
required of employees involved in the United States investment management areas
of the Deutsche Bank Group and its affiliates (collectively "Deutsche Asset
Management" or "DeAM").(1)
The provisions of this Code are effective May 26, 2000, and shall apply to all
employees deemed to be "Access Persons" (SEE DEFINITION ON NEXT PAGE) and such
other employees as the Compliance Department ("Compliance") may determine from
time to time. This Code supplements the Deutsche Bank CODE OF PROFESSIONAL
CONDUCT, and GLOBAL MASTER COMPLIANCE MANUAL (available at
http://compliance.cc.db.com) on the intranet. Each Access Person must observe
those policies, as well as abide by the additional principles and rules set
forth in this Code.
II. GENERAL RULE
DeAM employees will, in varying degrees, participate in or be aware of fiduciary
and investment services provided to registered investment companies,
institutional investment clients, employee benefit trusts and other types of
investment advisory accounts. The fiduciary relationship mandates adherence to
the highest standards of conduct and integrity.
Accordingly, personnel acting in a fiduciary capacity must carry out their
duties for the EXCLUSIVE BENEFIT of the client accounts. Consistent with this
fiduciary duty, the interests of DeAM clients take priority over the investment
desires of DeAM and DeAM personnel. All DeAM personnel must conduct themselves
in a manner consistent with the requirements and procedures set forth in this
Code.
DeAM employees may also be required to comply with other policies imposing
separate requirements. Specifically, they may be subject to laws or regulations
that impose restrictions with respect to personal securities transactions,
including, but not limited to, Section 17(j) and Rule 17j-1 under the Investment
Company Act of 1940 (the "Act"). The purpose of this Code of Ethics is to ensure
that, in connection with his or her personal trading, no Access Person shall
conduct any of the following acts upon a client account:
- To employ any device, scheme or artifice to defraud;
- To make any untrue statement of a material fact, or omit to state a
material fact necessary in order to make the statement not misleading;
- To engage in any act, practice or course of business that operates or
would operate as a fraud or deceit; or
- To engage in any manipulative practice.
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(1) Deutsche Asset Management is the marketing name for the asset management
activities of Deutsche Bank AG, Deutsche Funds Management, Bankers Trust
Company, DB Alex.Brown LLC, Deutsche Asset Management Inc. (formerly Morgan
Grenfell Inc.), and Deutsche Asset Management Investment Services Limited.
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III. DEFINITIONS
A. "ACCESS PERSON" SHALL MEAN:
(i) All employees of DeAM, including investment personnel, traders
and portfolio managers who, in connection with their regular
functions or duties, participate in making decisions or obtain
information regarding the purchase or sale of a security by any
client accounts, or whose functions relate to the making of any
recommendations with respect to such purchases or sales;
(ii) All natural persons in a control relationship to DeAM who obtain
information concerning investment recommendations made to any
client account. The term "control" shall have the same meaning
as that set forth in Section 2(a)(9) of the Act; and
(iii) Any other personnel with asset management responsibilities or
frequent interaction with Access Persons as determined by
Compliance (e.g., Legal, Compliance, Risk, Operations, Sales &
Marketing, as well as long-term temporary employees and
consultants).
B. "ACCOUNTS" SHALL MEAN all securities accounts, whether brokerage or
otherwise, and securities held directly outside of accounts, but shall
not include open-end mutual fund accounts in which securities
transactions cannot be effected.
C. "EMPLOYEE RELATED ACCOUNT" OF ANY PERSON SUBJECT TO THIS CODE SHALL MEAN:
(i) The employee's own Accounts;
(ii) The employee's spouse's Accounts and the Accounts of minor
children and other members of the household (whether by marriage
or similarly committed status) living in the employee's home;
(iii) Accounts in which the employee, his/her spouse/domestic partner,
minor children or other persons living in their home have a
beneficial interest (i.e., share in the profits even if there is
no influence on voting or disposition of the shares); and
(iv) Accounts (including corporate Accounts and trust Accounts) over
which the employee or his/her spouse/domestic partner exercises
investment discretion or control.
NOTE: ANY PERSON SUBJECT TO THIS CODE IS RESPONSIBLE FOR COMPLIANCE
WITH THESE RULES WITH RESPECT TO ANY EMPLOYEE RELATED ACCOUNT,
AS APPLICABLE.
D. "SECURITIES" SHALL INCLUDE equity or debt securities, derivatives of
securities (such as options, warrants, and ADRs), closed-end mutual
funds, futures, commodities and similar instruments, but DO NOT INCLUDE:
(i) Shares of open-end mutual funds (unless otherwise directed by
Compliance);
(ii) Direct obligations of the United States government; or
(iii) Bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements.
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IV. RESTRICTIONS
A. BLACKOUT PERIOD RESTRICTIONS
(i) Access Persons shall not knowingly effect the purchase or sale
of a Security for an Employee Related Account on a day during
which any client account has a "buy" or "sell" order for the
same Security, until that order is executed or withdrawn;
(ii) Access Persons shall not effect the purchase or sale of a
Security for an Employee Related Account within SEVEN CALENDAR
DAYS BEFORE OR SEVEN CALENDAR DAYS AFTER the same Security is
traded (or contemplated to be traded) by a client account with
which the Access Person is associated.
(iii) RUSSELL RECONSTITUTION OF THE INDEX: Effective every June 30th,
the Frank Russell Company reconstitutes the various Russell
Indices. Several weeks prior to that date, Frank Russell
announces the changes to the indices (the "Announcement"). A
significant portion of the portfolios which DeAM advise utilize
strategies involving securities included in the various Russell
indices, and thus DeAM trades heavily in these securities.
Therefore, for the period commencing on the day of the
Announcement, and continuing until seven business days after
June 30th, all Access Persons are prohibited from transacting in
any Security that is added to or deleted from the Russell 3000
Index.
(iv) DEUTSCHE BANK SECURITIES: During certain times of the year, all
Deutsche Bank employees are prohibited from conducting
transactions in the equity and debt securities of Deutsche Bank,
which affect their beneficial interest in the firm. Compliance
generally imposes these "blackout" periods around the fiscal
reporting of corporate earnings. Blackouts typically begin two
days prior to the expected quarterly or annual earnings
announcement, and end two days after earnings are released
publicly. Additional restricted periods may be required for
certain individuals and events, and Compliance will announce
when such additional restricted periods are in effect.
(v) EXCEPTIONS TO BLACKOUT PERIODS (ABOVE ITEMS i, ii, AND iii ONLY)
The following are exempt from the specified blackout periods:
- Securities that are within the S&P 100 Index;
- Futures and options transactions on indexes;
- ETF's (Exchange Traded Funds - e.g., SPDRs or "Spiders"
(S&P 500 Index), DIAs or "Diamonds" (Dow Jones Industrial
Average), etc.);
- Shares purchased under an issuer sponsored Dividend
Reinvestment Plan ("DRIPs"), other than optional purchases;
- To the extent acquired from the issuer, purchases effected
upon the exercise of rights issued pro rata to holders of a
class of securities; and
- Securities purchased under an employer sponsored stock
purchase plan or upon the exercise of employee stock
options.
B. NEW ISSUES (IPOs)
Access Persons are prohibited from purchasing or subscribing for
Securities pursuant to an initial public offering. This prohibition
applies even if Deutsche Bank (or any affiliate of Deutsche Bank) has
no underwriting role and/or is not involved with the distribution.
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C. SHORT-TERM TRADING
Access Persons are prohibited from transacting in the purchase and
sale, or sale and purchase, of the same (or equivalent) Securities
within 30 calendar days. The following are exempted from this
restriction:
- Futures and options transactions on indexes;
- ETF's (Exchange Traded Funds - e.g., SPDRs or "Spiders" (S&P
500 Index), DIAs or "Diamonds" (Dow Jones Industrial
Average), etc.);
- Shares purchased under an issuer sponsored Dividend
Reinvestment Plan ("DRIPs"), other than optional purchases;
- To the extent acquired from the issuer, purchases effected
upon the exercise of rights issued pro rata to holders of a
class of securities; and
- Securities purchased under an employer sponsored stock
purchase plan.
D. RESTRICTED LIST
All Deutsche Bank employees, including all Access Persons, are prohibited
from buying or selling any securities that are included on the Corporate
Restricted List (available on the intranet) and/or other applicable
departmental restricted lists.
E. PRIVATE PLACEMENTS
Prior to effecting a transaction in private securities (i.e.,
Securities not requiring registration with the Securities and Exchange
Commission, and sold directly to the investor), all Access Persons
must first obtain the approval of his/her supervisor and then
pre-clear the transaction with the Compliance Department, including
completing a questionnaire. Any person who has previously purchased
privately-placed Securities must disclose such purchases to the
Compliance Department before he or she participates in a Fund's or an
advisory client's subsequent consideration of an investment in the
Securities of the same or a related issuer.
NOTE: Transactions in Securities in derivative instruments, including
warrants, convertible Securities, futures and options, etc. shall be
restricted in the same manner as the underlying Security.
V. COMPLIANCE PROCEDURES
A. DESIGNATED BROKERAGE ACCOUNTS
All Access Persons are required to open and maintain their Employee
Related Accounts in accordance with the Deutsche Bank EMPLOYEE TRADING
AND PRE-CLEARANCE POLICY, as well as additional division-specific
requirements, if any.
B. PRE-CLEARANCE
Proposed Securities transactions must be pre-cleared with the
Compliance Department in accordance with the Deutsche Bank EMPLOYEE
TRADING AND PRE-CLEARANCE POLICY. The following are exempted from this
restriction:
/ / Futures and options transactions on indexes;
/ / ETF's (Exchange Traded Funds - e.g., SPDRs or "Spiders" (S&P
500 Index), DIAs or "Diamonds" (Dow Jones Industrial
Average), etc.);
/ / Shares purchased under an issuer sponsored Dividend
Reinvestment Plan ("DRIPs"), other than optional purchases;
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- To the extent acquired from the issuer, purchases effected
upon the exercise of rights issued pro rata to holders of a
class of securities; and
- Securities purchased under an employer sponsored stock
purchase plan.
C. REPORTING REQUIREMENTS
(i) DISCLOSURE OF EMPLOYEE RELATED ACCOUNTS/PROVISION OF STATEMENTS
Upon joining Deutsche Bank, new employees are required to
disclose all of their Employee Related Accounts to Compliance,
and must carry out the instructions provided to conform such
accounts, if necessary, to Deutsche Bank policies. In addition,
pursuant to Rule 17j-1 of the Act, no later than ten days after
an individual becomes an Access Person, he or she must complete
and return an "Initial Holdings Report" (see Appendix).
(ii) QUARTERLY PERSONAL SECURITIES TRADING REPORTS ("PSTS") Pursuant
to Rule 17j-1 of the Act, within ten (10) days of the end of each
calendar quarter, all Access Persons must sign and return to
Compliance a PST report, unless exempted by a division-specific
requirement, if any. All PSTs that have reportable personal
Securities transactions for the quarter will be reviewed by the
appropriate supervisory and/or compliance person.
(iii) ANNUAL HOLDINGS REPORT Once each year, at a date to be specified
by Compliance, each Access Person must provide to Compliance an
Annual Holdings Report (see Appendix) current as of a date not
more than 30 days prior to the date of the report.
D. CONFIRMATION OF COMPLIANCE WITH POLICIES
Annually, each Access Person is required to sign a statement
acknowledging that he or she has received this Code, as amended or
updated, and confirm his or her adherence to it.
VI. OTHER PROCEDURES/RESTRICTIONS
A. SERVICE ON BOARDS OF DIRECTORS
Employees may not maintain outside business affiliations (e.g.,
officer or director, governor, trustee, part-time employment, etc.)
without the prior written approval of the appropriate senior officer
of their respective business units. Service on Boards of publicly
traded companies should be limited to a small number of instances.
However, such service may be undertaken based upon a determination
that these activities are consistent with the interests of DeAM and
its clients. Employees serving as directors will not be permitted to
participate in the process of making investment decisions on behalf of
clients which involve the subject company.
B. GIFTS
(i) ACCEPTING GIFTS
Employees are prohibited from soliciting or accepting any
personal payment or gift to influence, support or reward any
service, transaction or business involving Deutsche Bank, or that
appears to be made or offered in anticipation of any future
service, transaction or business opportunity. A payment or gift
includes any fee, compensation, remuneration or thing of
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value.(2) However, subject to the prerequisites of honesty,
absolute fulfillment of fiduciary duty to Deutsche Bank, relevant
laws and regulations, and reasonable conduct on the part of the
employee, the acceptance of some types of reasonable business
gifts received by employees may be permissible, and the rules are
as follows:
- Cash gifts of any amount are prohibited. This includes cash
equivalents such as gift certificates, bonds, securities or
other items that may be readily converted to cash.
- Acceptance of non-cash gifts, souvenirs, tickets for
sporting or entertainment events, and other items with a
value less than U.S. $100 or its equivalent is generally
permitted, when it is clear that they are unsolicited,
unrelated to a transaction and the donor is not attempting
to influence the employee.
- Acceptance of gifts, other than cash, given in connection
with special occasions (e.g., promotions, retirements,
weddings, holidays), that are of reasonable value in the
circumstances are permissible.
- Employees may accept reasonable and conventional business
courtesies, such as joining a customer or vendor in
attending sporting events, golf outings or concerts,
provided that such activities involve no more than the
customary amenities.
- The cost of working session meals or reasonable related
expenses involving the discussion or review of business
matters related to Deutsche Bank may be paid by the
customer, vendor or others, provided that such costs would
have otherwise been reimbursable to the employee by Deutsche
Bank in accordance with its travel and entertainment and
expense reimbursement policies.
(ii) GIFT GIVING (TO PERSONS OTHER THAN GOVERNMENT OFFICIALS)
In appropriate circumstances, it may be acceptable and customary
for DeAM to extend gifts to customers or others who do business
with Deutsche Bank. Employees should be certain that the gift
will not give rise to a conflict of interest, or appearance of
conflict, and that there is no reason to believe that the gift
will violate applicable codes of conduct of the recipient.
Employees with appropriate authority to do so may make business
gifts at DeAM's expense, provided that the following requirements
are met:
- Gifts in the form of cash or cash equivalents may not be given
regardless of amount.
- The gift must be of reasonable value in the circumstances, and
should not exceed a value of U.S. $100 unless the specific
prior approval of the appropriate Managing Officer(3) is
obtained.
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(2) UNDER THE BANK BRIBERY ACT AND OTHER APPLICABLE LAWS AND REGULATIONS, SEVERE
PENALTIES MAY BE IMPOSED ON ANYONE WHO OFFERS OR ACCEPTS SUCH IMPROPER PAYMENTS
OR GIFTS. IF YOU RECEIVE OR ARE OFFERED AN IMPROPER PAYMENT OR GIFT, OR IF YOU
HAVE ANY QUESTIONS AS TO THE APPLICATION OR INTERPRETATION OF DEUTSCHE BANK'S
RULES REGARDING THE ACCEPTANCE OF GIFTS, YOU MUST BRING THE MATTER TO THE
ATTENTION OF THE COMPLIANCE DEPARTMENT.
(3) FOR PURPOSES OF THIS POLICY, "MANAGING OFFICER" IS DEFINED AS AN OFFICER OF
AT LEAST THE MANAGING DIRECTOR LEVEL TO WHOM THE EMPLOYEE DIRECTLY OR INDIRECTLY
REPORTS, WHO IS IN CHARGE OF THE EMPLOYEE'S UNIT (E.G., A DEPARTMENT HEAD,
DIVISION HEAD, FUNCTION HEAD, GROUP HEAD, GENERAL MANAGER, ETC).
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- The gift must be lawful and in accordance with generally accepted
business practices of the governing jurisdictions.
- The gift must not be given with the intent to influence or reward
any person regarding any business or transaction involving DeAM.
(iii) GIFTS TO GOVERNMENT OFFICIALS
The Compliance Department must be contacted prior to making any gift
to a governmental employee or official. Various governmental agencies,
legislative bodies and jurisdictions may have rules and regulations
regarding the receipt of gifts by their employees or officials. In
some cases, government employees or officials may be prohibited from
accepting any gifts. (SEE NEXT SECTION FOR ADDITIONAL RULES REGARDING
POLITICAL CONTRIBUTIONS.)
C. RULES FOR DEALING WITH GOVERNMENTAL OFFICIALS AND POLITICAL CANDIDATES
(i) CORPORATE PAYMENTS OR POLITICAL CONTRIBUTIONS
No corporate payments or gifts of value may be made to any outside
party, including any government official or political candidate or
official, for the purpose of securing or retaining business for
Deutsche Bank, or influencing any decision on its behalf.
- The Federal Election Campaign Act prohibits corporations and
labor organizations from using their general treasury funds to
make contributions or expenditures in connection with federal
elections, and therefore DEUTSCHE BANK DEPARTMENTS MAY NOT MAKE
CONTRIBUTIONS TO U.S. FEDERAL POLITICAL PARTIES OR CANDIDATES.
- Corporate contributions to political parties or candidates in
jurisdictions not involving U.S. Federal elections are permitted
only when such contributions are made in accordance with
applicable local laws and regulations, and the prior approval of
a member of the DeAM Executive Committee has been obtained, and
the Deutsche Bank Americas Regional Cost Committee has been
notified.
UNDER THE FOREIGN CORRUPT PRACTICES ACT, BANK BRIBERY LAW,
ELECTIONS LAW AND OTHER APPLICABLE REGULATIONS, SEVERE PENALTIES
MAY BE IMPOSED ON DEUTSCHE BANK AND ON INDIVIDUALS WHO VIOLATE
THESE LAWS AND REGULATIONS. SIMILAR LAWS AND REGULATIONS MAY ALSO
APPLY IN VARIOUS COUNTRIES AND LEGAL JURISDICTIONS WHERE DEUTSCHE
BANK DOES BUSINESS.
(ii) PERSONAL POLITICAL CONTRIBUTIONS
No personal payments or gifts of value may be made to any outside
party, including any government official or political candidate or
official, for the purpose of securing business for Deutsche Bank or
influencing any decision on its behalf. Employees should always
exercise care and good judgment to avoid making any political
contribution that may give rise to a conflict of interest, or the
appearance of conflict. For example, if a DeAM business unit engages
in business with a particular governmental entity or official, DeAM
employees should avoid making personal political contributions to
officials or candidates who may appear to be in a position to
influence the award of business to Deutsche Bank.
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(iii) ENTERTAINMENT OF GOVERNMENT OFFICIALS
Entertainment and other acts of hospitality toward government or
political officials should never compromise or appear to compromise
the integrity or reputation of the official or Deutsche Bank. When
hospitality is extended, it should be with the expectation that it
will become a matter of public knowledge.
D. CONFIDENTIALITY
Access Persons must not divulge contemplated or completed securities
transactions or trading strategies of DeAM clients to any person, except
as required by the performance of such person's duties, and only on a
need-to-know basis. In addition, the Deutsche Bank policies on
confidential information, which are contained within the CODE OF
PROFESSIONAL CONDUCT must be observed.
VII. SANCTIONS
Any Access Person who violates this Code may be subject to disciplinary actions,
including possible dismissal. In addition, any Securities transactions executed
in violation of this Code, such as short-term trading or trading during blackout
periods, may subject the employee to a financial penalty, including but not
limited to, unwinding the trade and/or disgorging of the profits. Finally,
violations and suspected violations of criminal laws will be reported to the
appropriate authorities as required by applicable laws and regulations.
VIII. INTERPRETATIONS AND EXCEPTIONS
Compliance shall have the right to make final and binding interpretations of
this Code, and may grant an exception to certain of the above restrictions, as
long as no abuse or potential abuse is involved. Each Access Person must obtain
approval from the Compliance Department before taking action regarding such an
exception. Any questions regarding the applicability, meaning or administration
of this Code shall be referred in advance of any contemplated transaction, to
Compliance.
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DEUTSCHE ASSET MANAGEMENT
ACKNOWLEDGEMENT
In connection with my employment with one or more of the legal entities which
make up Deutsche Asset Management, I acknowledge that I have received, read and
understand the Deutsche Asset Management CODE OF ETHICS issued May, 2000, and
agree to adhere to and abide by its provisions.
I understand that any violation(s) of this Code of Ethics is grounds for
immediate disciplinary action up to, and including, dismissal.
Signature _______________________________
Print Name _______________________________
Legal Entity _______________________________
Date _______________________________
PLEASE RETURN THIS FORM TO DeAM COMPLIANCE AT 130 LIBERTY STREET, 17TH
FLOOR (MAIL STOP 2172).
A Member of the
DEUTSCHE BANK GROUP [LOGO]
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DEUTSCHE ASSET MANAGEMENT
TO: "Access Person"
FROM: DeAM Compliance
RE: Initial/Annual Holdings Report - Personal Securities Accounts
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In conformance with Securities and Exchange Commission Rule 17j-1 pursuant to
the Investment Company Act of 1940 you are required to provide Compliance with
this "Initial Holdings Report" within 10 days of joining Deutsche Asset
Management ("DeAM"), and annually thereafter.
Accordingly, please fill in the following requested information (or attach a
copy of your most recent statement) for all securities(4) either held directly
or held in your Employee-Related Accounts(5).
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BROKER/ACCT.# NAME OF ISSUER NO. OF SHARES PRINCIPAL AMOUNT
<S> <C> <C> <C>
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Signature: _______________________________ Date: ____________________
Print Name: _______________________________ Expense Code: _______________
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(4) "Securities" includes equity or debt securities (both privately and publicly
offered), derivatives of securities (such as options, warrants, indexes and
ADRs), futures, commodities and similar instruments, BUT DOES NOT INCLUDE: (i)
shares of open-end mutual funds (unless otherwise directed by compliance) or
(ii) direct obligations of the United States government.
(5) "Employee Related Accounts" include (i) employee's own accounts; (ii) the
employee's spouse's accounts and the accounts of minor children and other
members of the household (whether by marriage or similarly committed status)
living in the employee's home; (iii) accounts in which the employee, his/her
spouse/domestic partner, minor children or other persons living in their home
have a beneficial interest (i.e., share in the profits even if there is no
influence on voting or disposition of shares); and (iv) accounts (including
corporate accounts and trust accounts) over which the employee or his/her
spouse/domestic partner exercises investment discretion or control.
**PLEASE COMPLETE AND RETURN TO COMPLIANCE AT MAIL STOP 2172**
