EX-99.p.1 CODE ETH
[EXHIBIT (p)(1)]
PROCEDURE NAME: FIRST AMERICAN FUNDS CODE OF ETHICS
PROCESS REF. #: FAAM 107
CONTACT: FAAM COMPLIANCE REVIEW OFFICER
APPROVAL DATE: 6-21-00
RELATED POLICIES: USBC 101, 102, FAAM 101, 106, 301, U.S. BANCORP CODE OF ETHICS
REGULATORY RULE: SEC 17j-1 PERSONAL INVESTMENT ACTIVITIES OF INVESTMENT COMPANY
PERSONNEL
FIRST AMERICAN FUNDS
CODE OF ETHICS
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<S> <C>
First American Investment Funds, Inc. American Municipal Income Portfolio Inc.
First American Strategy Funds, Inc. Minnesota Municipal Income Portfolio Inc.
First American Insurance Portfolios, Inc. American Municipal Term Trust Inc.
American Strategic Income Portfolio Inc. AMERICAN MUNICIPAL TERM TRUST INC. II
American Strategic Income Portfolio Inc. II American Municipal Term Trust Inc. III
AMERICAN STRATEGIC INCOME PORTFOLIO INC. III Minnesota Municipal Term Trust Inc.
American Select Portfolio Inc. Minnesota Municipal Term Trust Inc. II
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PURPOSE
In an effort to prevent violations of the Investment Company Act of 1940 and the
Rules and Regulations thereunder, this Code of Ethics is adopted pursuant to
Rule 17j-1 of the 1940 Act, by and on behalf of the First American Funds set
forth above (the "Funds"), and any additional funds that may be approved by the
Board of Directors. Rule 17j-1 of the 1940 Act requires registered investment
companies to adopt a written code of ethics containing provisions reasonably
necessary to prevent access persons from engaging in certain activities
prohibited by Rule 17j-1, and to use reasonable diligence and institute
procedures reasonably necessary to prevent violations of such code.
The purpose of this Code is to establish policies consistent with Rule 17j-1 of
the 1940 Act and with the following general principles:
* Access Persons have the duty at all times to place the interests of
clients and shareholders ahead of their own personal interests in any
decision relating to their personal investments.
* All Personal Securities Transactions shall be conducted consistent with
this Code and in such manner as to avoid any actual, potential or
appearance of a conflict of
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interest, or any abuse of an individual's position of trust and
responsibility.
Access Persons shall not take inappropriate advantage of their position and must
avoid any situation that might compromise, or call into question, their exercise
of fully independent judgment in the interest of shareholders.
1. DEFINITIONS
A. "Access Person" means any director or officer of the Funds. An
employee of the Funds' investment adviser or any sub-adviser
is not an Access Person under this Code of Ethics.
B. "Beneficial Ownership" of a Security is to be determined in
the same manner as it is for purposes of Section 16a-1(a)(2)
of the 1934 Act. This means that a person should generally
consider themselves the "Beneficial Owner" of any Security in
which they have a direct or indirect financial interest. In
addition, persons should consider themselves the "Beneficial
Owner" of any Security held by their spouse, minor children,
relatives who share their home, or other persons by reason of
any contract, arrangement, understanding, or relationship that
provides them with sole or shared voting or investment power
with respect to such Security.
Although the following list is not exhaustive, under the 1934
Act 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 or shares control 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; and
(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.
C. "Disinterested Director" means a director of the Funds who is
not an "interested person" of the Funds within the meaning of
Section 2(a)(19) of the 1940 Act.
D. "FAAM Compliance" means the department within U.S. Bank
National Association responsible for monitoring compliance
with the requirements of the Code of Ethics.
E. "Insider Trading" means the use of Material Non-Public
Information to trade in a Security (whether or not one is an
Access Person) or the communication of Material Non-Public
Information to others. Insider Trading generally includes:
(1) trading in a Security by an Access Person, while in
possession of Material Non-Public Information;
(2) trading in a Security by a person who is not an
Access Person, while in possession of Material
Non-Public Information, where the information either
was disclosed to such person in violation of an
Access Person's duty to keep it confidential or was
misappropriated; and
(3) communicating Material Non-Public Information to any
person, who then trades in a Security while in
possession of such information.
F. "Material Non-Public Information" means information that has
not been effectively communicated to the marketplace, and for
which there is a substantial likelihood that a reasonable
investor would consider it important in making investment
decisions, or information that is
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reasonably certain to have a substantial effect on the price
of a company's Securities. Examples of Material Non-Public
Information include information regarding dividend changes,
earnings estimates, changes in previously released earnings
estimates, significant merger or acquisition proposals or
agreements, major litigation, liquidation problems, and
extraordinary management developments.
G. "Security" shall have the same meaning as it has in Section
2(a)(36) of the 1940 Act, but excluding direct obligations of
the United States Government, bankers' acceptances, bank
certificates of deposit, commercial paper and high quality
short-term debt instruments, including repurchase agreements,
and shares of registered open-end investment companies.
H. "1940 Act" means the Investment Company Act of 1940, as
amended.
2. PROHIBITED SECURITIES TRANSACTIONS
A. No Access Person shall, in connection with the purchase or
sale, directly or indirectly, by such person of a Security
held or to be acquired by any Fund:
(1) Employ any device, scheme or artifice to defraud the
Fund;
(2) Make any untrue statement of a material fact or omit
to state a material fact necessary in order to make
the statements made, in light of the circumstances
under which they are made, not misleading;
(3) Engage in any act, practice or course of business
which operates or would operate as a fraud or deceit
upon any Fund; or
(4) Engage in any manipulative practice with respect to
any Fund.
B. No Access Person shall purchase or sell, directly or
indirectly, any Security in which he or she has or thereby
acquires any Beneficial Ownership where such purchase or sale
constitutes Insider Trading, or take any other action that
constitutes or foreseeably may result in Insider Trading.
C. No Access Person shall purchase or sell, directly or
indirectly, any Security in which he or she has or thereby
acquires any Beneficial Ownership and which to his or her
actual knowledge at the time of such purchase or sale such
Security is being purchased or sold by any Fund, or has been
recommended to be purchased or sold by any Fund.
D. Sections 2.B. and 2.C. shall not apply to the following:
(1) Transactions for any account over which the Access
Person has no direct or indirect influence or
control;
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(2) Involuntary transactions by the Access Person or any
Fund;
(3) Purchases under an automatic dividend reinvestment
plan; or
(4) Purchases effected by the exercise of rights, issued
by an issuer PRO-RATA to all holders of a class of
its securities, to the extent such rights were
acquired from such issuer.
3. REPORTS
A. Subject to subsection B. below, each Access Person shall make
the following reports required by Rule 17j-1(d) under the 1940
Act:
(1) Initial and Annual Securities Holdings Reports.
Within 10 calendar days of becoming an Access Person,
and annually thereafter as required by the Adviser,
Access Persons shall disclose all personal Security
holdings other than Securities set forth in Section 2
(Exempted Securities) of this Code. Compliance with
this ongoing reporting requirement will be satisfied
by providing monthly statements of brokerage accounts
provided the statements are current within 30 days of
being received by FAAM Compliance. Reports for
Securities not included in such brokerage statements
shall be submitted annually and contain:
a. the title, number of shares, and principal
amount of each Security in which the Access
person has any Beneficial Ownership;
b. the name of any 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
c. the date the report is submitted by the
Access Person.
(2) Quarterly Transaction Reports. Access Persons shall
report quarterly all transactions in Securities in
which each has, or by reason of such transactions
acquires, any Beneficial Ownership during the
previous quarter. (In the event no reportable
transactions occurred during the quarter, the report
should be so noted and returned.) Quarterly reports
shall be made no later than 10 days after the end of
the calendar quarter and contain:
a. the date of each transaction, the title, the
interest rate and maturity (if applicable),
the number of shares and the principal
amount of each Security;
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b. the nature of each transaction (i.e.,
purchase, sale, or any type of acquisition
or disposition);
c. the price of the Security at which each
transaction was effected;
d. the name of the broker, dealer or bank with
or through which each transaction was
effected;
e. the name of any broker, dealer, or bank with
whom the Access Person established an
account in which any Securities are held for
the direct or indirect benefit of the Access
Person and the date on which the account was
established; and
f. the date the report is submitted by the
Access Person.
B. A Disinterested Director need only report transactions in a
Security if such Disinterested Director knows at the time of
such transaction or, in the ordinary course of fulfilling his
or her official duties as director, should have known during
the 15 day period immediately preceding or after the date of
the transaction, that such Security was or would be purchased
or sold by any Fund or was or would be considered for purchase
or sale by any Fund or its investment advisor or sub-advisor.
The "should have known" standard implies no duty of inquiry,
does not presume there should have been any deduction or
extrapolation from discussions or memoranda dealing with
tactics to be employed meeting the Funds' investment
objectives, or that any knowledge is to be imputed because of
prior knowledge of the Funds' portfolio holdings, market
considerations, or the Funds' investment policies, objectives
and restrictions.
4. ENFORCEMENT
A. FAAM Compliance shall review reports filed under this Code of
Ethics to determine whether any violation may have occurred.
Access Persons who discover a violation or apparent violation
of this Code of Ethics by any other person covered by this
Code of Ethics shall bring the matter to the attention of FAAM
Compliance.
B. Each violation of or issue arising under this Code of Ethics
shall be reported to the Board of Directors of the Funds at or
before the next regular meeting of the Board.
C. The Board of Directors of the Funds may impose such sanctions
or penalties upon a violator of this Code of Ethics as it
deems appropriate under the circumstances.
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5. RECORDKEEPING
FAAM Compliance shall maintain the appropriate records and reports
related to this Code of Ethics as required by Rule 17j-1(d) under the 1940 Act.
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