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Exhibit (p)(4)
AMR INVESTMENT SERVICES, INC.
CODE OF ETHICS
Dated February 16, 2000
A. Definitions When used in this Code, the following terms shall have the
meanings set forth below:
"Access Person" means any director, officer, or employee of AMR
Investment Services, Inc. ("Company").
"Advisory Account" means any account with respect to which the Company
provides investment advisory services pursuant to a contract.
"Beneficial Ownership" shall be interpreted in a manner consistent with
Rule 16a-1(a)(2) of the Securities Exchange Act of 1934. This includes accounts
of a spouse, minor children and relatives resident in the Access Person's home,
as well as accounts of another person if by reason of any contract,
understanding, relationship, agreement or other arrangement the Access Person
obtains beneficial ownership.
"Code" means this Code of Ethics.
"Company" means AMR Investment Services, Inc.
"Compliance Officer" means the Company officer(s) designated by the
Company President as being responsible for receiving reports or notices and
performing such other duties as required by the Code.
"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 the company. A natural person shall be presumed not to
be a "control" person for this purpose, unless a determination to the contrary
is made by the Securities and Exchange Commission.
"Exempt Security" means any security issued by the government of the
United States or its agencies and instrumentalities, bankers' acceptances, bank
certificates of deposit, commercial paper, other high quality short-term debt
instruments, or shares of open-end investment companies. In addition, as may be
determined by the Compliance Officer, certain futures transactions and options
on certain broad-based securities indices will be deemed an "Exempt Security."
"Investment Personnel" includes the President, the Vice President-Trust
Investments, portfolio managers employed by the Company and the analysts and
traders who assist in the investment process.
"Portfolio Managers" are defined as those employees of the Company with
direct responsibility and authority to make investment decisions affecting an
Advisory Account.
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"Purchase or sale of a security" includes, among other transactions,
the writing of an option to purchase or sell a security.
"Security" means any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral-trust certificate, preorganization
certificate or subscription, transferable share, investment contract,
voting-trust certificate, fractional undivided interest in oil, gas or other
mineral rights, any put, call, straddle, option or privilege on any security, or
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.
Access Persons should contact the designated Compliance Officer
regarding any questions they have concerning or interpreting any of the above
definitions.
B. Statement of General Principles
Directors, officers and employees of the Company owe a fiduciary duty
to place the interests of the Advisory Accounts above their own. This includes
the responsibility to conduct their personal securities transactions in a manner
that does not interfere with portfolio transactions on behalf of Advisory
Accounts or take unfair advantage of their relationship to the Company. At all
times employees should be guided by the principle that the interests of Advisory
Accounts come first. All personal securities transactions must be executed
consistent with the policies and restrictions set forth in the following pages.
Doubtful situations should be resolved in favor of Advisory Accounts.
Technical compliance with the Code's procedures will not automatically exempt
from scrutiny any trades that may indicate a perceived abuse of fiduciary
duties.
C. Restrictions
1. Purchases and Sales of a Security. No Access Person of the Company
shall purchase or sell, directly or indirectly:
a. any Security in which he or she has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership and which, to his or her actual knowledge at the
time of such purchase or sale, is being purchased or sold by
an Advisory Account,
b. any Security in which, to his or her actual knowledge at
the time of such purchase or sale, the Company or any other
investment adviser of the Company is actively considering
recommending to an Advisory Account for purchase or sale, or
c. any convertible security, option, warrant or any security
of a different class of any issuer whose underlying or other
class of securities are, to his or her actual knowledge at the
time of such purchase or sale, being actively considered
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for recommendation to, or are currently being purchased or
sold by an Advisory Account.
These prohibitions shall apply whether the transaction is in
the same (e.g. two purchases) or the opposite (e.g. a purchase and a
sale) direction of the trade for an Advisory Account and will continue
until the day after the day on which the Company determines not to
enter into or completes the purchase or sale.
2. Exceptions. The prohibitions of Section C.1. above shall not apply
to:
a. purchases or sales of Securities in any account over which
the Access Person has no direct or indirect influence, control
or prior knowledge;
b. purchases or sales of Securities which are not eligible for
purchase or sale by any Advisory Account and are not connected
to Securities any Advisory Account holds or intends or
proposes to acquire;
c. purchases or sales of Securities which are not a choice or
decision of the Access Person;
d. purchases of Securities issued pursuant to an automatic
dividend reinvestment plan; or
e. purchases of Securities effected upon the exercise of
rights issued by an issuer proportionately to all holders of a
class of its Securities (or certain other corporate actions as
approved by the Compliance Officer or his or her designee) to
the extent such rights were acquired from that issuer, and
sales of such rights so acquired.
3. Undue Influence. No Access Person who owns a particular Security
shall attempt to cause an Advisory Account to purchase, sell or hold
the same Security in a manner calculated to create a personal benefit
to the Access Person. An Access Person who participates in an
investment decision on behalf of an Advisory Account concerning a
particular security, that could create a material benefit to the Access
Person, should disclose to those persons with authority to make
investment decisions, or to the Compliance Officer, the nature of
his/her interest in that Security.
4. Initial Public Offerings. No Investment Personnel may acquire any
Securities in an Initial Public Offering.
5. Private Placements. Any acquisition by Investment Personnel of
Securities in a private placement must have prior clearance from the
Compliance Officer or another officer of the Company who has been
designated to clear such transactions. Prior approval should take into
account whether the investment opportunity should be reserved for the
Company and its Advisory Accounts, and whether the opportunity is being
offered to the individual by virtue of his or her position with the
Company. Investment Personnel who have been authorized to acquire
securities in a private placement are required to disclose these
investments when they play a part in the Company's subsequent
consideration of an investment in the issuer. In such
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circumstances, the decision to make the investment should be subject to
an independent review by Investment Personnel with no personal interest
in the issuer.
6. Short-Term Trading. No Investment Personnel of the Company may
profit from the purchase and sale, or sale and purchase of the same (or
equivalent) Securities within sixty calendar days. However, individual
exceptions may be permitted by the Compliance Officer or another
officer designated by the Company when it is clear that the trades
would not create a conflict with the interests of any Advisory Account
of the Company. Examples of such exceptions include the purchase of AMR
stock and exercising compensation-related options. Any trades made in
violation of this prohibition should be reversed, or if that is not
feasible, all profits resulting from the trading should be disgorged to
a charitable organization designated by the Company; provided, however,
that the Compliance Officer or another officer designated by the
Company may waive disgorgement of profits if it is determined that
trading in violation of this prohibition was inadvertent and did not
otherwise result in a conflict with an Advisory Account.
7. Seven Day Blackout. No Portfolio Manager may purchase or sell a
Security within seven calendar days of a purchase or sale of the same
(or equivalent) Security on behalf of an Advisory Account managed by
that Portfolio Manager.
8. Portfolio Securities. No Portfolio Manager may purchase or sell a
Security if, as of the time of the proposed transaction, an Advisory
Account managed by the Portfolio Manager owns more than five percent
(5%) of a Security issued by the same issuer. Exceptions to the
foregoing limitation may be granted by the Compliance Officer or
another officer designated by the Company if it is determined that the
trade would not create an actual or apparent conflict of interest with
the Company.
9. Inside Information, Market Manipulation and Other Prohibited
Transactions. Investment Personnel may not enter into any transaction:
a. while in possession of material nonpublic information
regarding the security or issuer of the security;
b. intended to raise, lower or maintain the price of any
security to create a false appearance of active trading; or
c. deemed by the Compliance Officer, or his or her designee,
to involve a conflict of interest, possible diversion of
corporate opportunity or appearance of impropriety.
10. Gifts. No Investment Personnel may accept any gift of more than
minimal value ($150) from any person or entity that does business with
or on behalf of the Company. Gifts generally do not include dinners,
tickets to the theater or sporting events or comparable entertainment.
In addition, Access Persons may not solicit gifts or give any gifts of
more than a minimal value ($150) to any person that does business with
or on behalf of the Company.
11. Service as a Director. Investment Personnel are prohibited from
serving on the Boards of Directors of publicly traded companies unless
prior authorization has been granted by the President of the Company,
based upon a determination that the Board
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service would not be inconsistent with the interests of the Company and
its Advisory Accounts. The President's serving on any Board of a
publicly traded company must be approved by the Secretary of the
Company.
D. Compliance Procedures
1. Preclearance. The prohibitions of Section C.1. notwithstanding, an
Access Person may effect a purchase or sale of a Security in which they
have, or by reason of such transaction acquire, a direct or beneficial
interest, only if they obtain prior written clearance from an officer
of the Company who has been designated to grant trading approvals.
Requests for pre-clearance shall be made on the appropriate form
provided by the Compliance Officer for such purpose. In addition, upon
receipt of such preclearance, an Access Person may engage in a
transaction otherwise prohibited by Section C.1. Such written clearance
shall be based upon a determination by the approving officer (in
consultation with such other persons as may be necessary) that the
purchase or sale will not materially affect the liquidity of the market
for the Security or its price and is otherwise consistent with Section
17j-1 under the Investment Company Act of 1940 and the rules and
regulations thereunder. Clearance shall be granted for a period of
seven calendar days only. Pre-clearance is not necessary for
transactions in Exempt Securities.
2. Reporting. Every Access Person shall report to the Compliance
Officer the information described below with respect to an existing
holding and transactions in any Security in which such Access Person
has, or by reason of such transaction acquires, any direct or indirect
beneficial ownership in the Security, including, but not limited to,
transactions which have been cleared according to Section D.1. above.
Reporting is not necessary for transactions in Exempt Securities.
a. Initial Holdings Report. Every report shall be made no
later than ten days after a person becomes an Access Person
and shall contain 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 the
person became an Access Person;
2.) the name of the broker, dealer or bank with whom
the Access Person maintained an 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; and
3.) the date that the report is submitted by the
Access Person.
b. Quarterly Transaction Report. Every report shall be made no
later than ten days after the end of the calendar quarter and
shall contain the following information:
1.) the date of the transaction, the title, interest
rate and maturity date (if applicable) and the number
of shares, and the principal amount of each Security
involved;
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2.) the nature of the transaction, i.e., purchase,
sale or any other type of acquisition or disposition;
3.) the price at which the transaction was effected;
4.) the name of the broker, dealer or bank with or
through which the transaction was effected;
5.) the date that the report is submitted by the
Access Person; and
6.) for any account opened during the quarter in
which any Security was held for the direct or
indirect benefit of the Access Person, include the
name of the broker, dealer or bank with whom the
account was established and the date of
establishment.
c. Annual Holdings Report. Every report shall be made annually
and contain the following information (which must be current
as of a date not more than 30 calendar 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 the broker, dealer or bank with whom
the Access Person maintains an account in which any
Securities are held for the direct or indirect
benefit of the Access Person; and
3.) the date that the report is submitted by the
Access Person.
All reports shall be made on the form designated for such
purpose. Copies of confirmation statements or monthly statements of
account may be attached to the signed report form instead of completing
the information otherwise required on the form.
4. Disclaimer of Beneficial Ownership. Any report pursuant to this Section
D. shall not be construed as an admission by the person making the report that
he or she has any direct or indirect beneficial ownership in the Security to
which the report relates.
5. Notification of Reporting Obligation. The initial holdings, quarterly
and annual reports are designed to comply with the requirements of the
Investment Company Act of 1940 and rules thereunder. All Access Persons under a
duty to file initial holdings, quarterly and annual reports with the Compliance
Officer shall be informed of that duty by that officer or his or her designee.
Once informed of their duty to file quarterly and annual reports, an Access
Person has a continuing obligation to file such reports in a timely manner until
such time as notified otherwise. Information supplied on the reports is
available for inspection by the Securities and Exchange Commission at any time
during the five-year period following the end of the fiscal year in which each
report is made.
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6. Review of Reports. Periodically, the Compliance Officer, or his or her
designee, shall compare the reported personal securities transactions of Access
Persons with completed portfolio transactions of the Company and with any
portfolio transactions effected for the Company by its investment adviser(s) to
determine whether a violation of this Code may have occurred. Before making any
determination that a violation has or may have been committed by any person, the
Compliance Officer shall give such person an opportunity to supply additional
explanatory material. If the Compliance Officer determines that a violation of
this Code has or may have occurred, such Officer shall submit a written
determination, together with any appropriate supporting documentation and any
additional explanatory material provided by the individual, to the President of
the Company, who shall make an independent determination of whether a violation
has occurred.
No person shall participate in a determination of whether he or she has
committed a violation of the Code or the imposition of any sanction as a result
of such violation. If a Securities transaction of the President is under review,
the Secretary of the Company shall act in all respects in the manner prescribed
herein for the President.
The Compliance Officer shall report to the Company's President
informing him promptly following the receipt of any report which indicates that
an Access Person entered into a personal Securities transaction which violated
the prohibitions contained in this Code or any report which indicates that any
person violated the prohibitions contained in the Statement of Policy on
Material Non-Public Information.
No less than annually, the Company must furnish to the Board of
Trustees ("Board") of any mutual fund for which it is the adviser or
sub-adviser, and the Board must consider, a written report that
a. describes any issues arising under the Code or procedures since the
last report to the Board, including, but not limited to, information
about material violations of the Code or procedures and sanctions
imposed in response to the material violations; and
b. certifies that the Company has adopted procedures reasonably
necessary to prevent Access Persons from violating the Code.
7. Records of Securities Transactions. All Investment Personnel must
direct their brokers to supply the designated Compliance Officer, on a timely
basis, duplicate copies of confirmations of all personal Securities transactions
and copies of periodic statements for all Securities accounts. Such records are
not required to be submitted for accounts which solely contain transactions in
Exempt Securities (e.g. open-end investment company accounts).
8. Certification of Compliance with Code of Ethics. All Access Persons are
required on an annual basis to certify that they have read and understood the
Code and recognize that they are subject to it. Furthermore, Access Persons
shall certify annually that they have complied with the Code and that they have
disclosed or reported all personal securities transactions required to be
disclosed or reported pursuant to the Code.
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9. Sanctions. Upon determining that there has been a violation of this
Code, the Company's President may impose such sanctions as deemed appropriate
including, among others, a letter of censure, or suspension or termination of
the employment of the violator. In every case, any profits realized from
prohibited transactions must be disgorged to a charitable organization
designated by the Company.
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