AMERICAN SKANDIA INVESTMENT SERVICES, INCORPORATED
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CODE OF ETHICS
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WHEREAS, AMERICAN SKANDIA INVESTMENT SERVICES, INCORPORATED ("ASISI") is a registered investment advisor under
the Investment Advisers Act of 1940, as amended; and
WHEREAS, Rule 17j-1 under the Investment Company Act of 1940, as amended ("ICA") requires the investment advisor
of a registered investment company to adopt a Code of Ethics; and
WHEREAS, various sub-advisers, rather than ASISI, make portfolio management decisions with respect to investment
companies for which ASISI serves as Investment Manager, and employees, officers, and directors of ASISI generally do not
learn of such decisions before the execution of transactions effecting those decisions;
NOW, THEREFORE, ASISI hereby adopts the following Code of Ethics, as amended, on this 12th day of May, 2000.
DEFINITIONS
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For the purposes of this Code of Ethics the following terms shall have the meanings set forth below:
(a) "Access Person" means any director, officer, or advisory person of ASISI. The president of ASISI, or
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his or her designate, will maintain a list of all Access Persons, and will notify each access person in writing that such
person is an access person. Once a person has been so identified he or she shall continue to be an Access Person until
otherwise notified in writing by the president, or his or her designate, provided, however, if such person is an Access
Person solely because he or she is a director of ASISI, such person shall cease to be an Access Person at the time such
person ceases to be a director. Each Access Person shall receive a copy of this Code.
(b) "Advisory Person" means
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(i) any director, officer or employee of ASISI (or of any entity in a control relationship with
ASISI as defined in (d) hereof) who, in connection with his or her regular functions or duties, makes, participates in,
or obtains information (other than publicly available information) regarding the purchase or sale of a security for a
investment company registered under the ICA for which ASISI serves as investment adviser ("Client Company"), or whose
functions relate to the making of any recommendations with respect to such purchases or sales; and
(ii) any natural person who controls ASISI and who obtains information (other than publicly
available information) concerning recommendations made to a Client Company with regard to the purchase or sale of a
security.
(c) "Beneficial ownership of a security" by any person includes securities held by: (a) a spouse, minor
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children or relatives who share the same home with such person; (b) an estate for such person's benefit; (c) a trust, of
which (i) such person is a trustee or such person or members of such person's immediate family have a vested interest in
the income or corpus of the trust, or (ii) such person owns a vested beneficial interest, or (iii) such person is the
settlor and such person has the power to revoke the trust without the consent of all the beneficiaries; (d) a partnership
in which such person is a partner; (e) a corporation (other than with respect to treasury shares of the corporation) of
which such person is an officer, director or 10% stockholder; (f) any other person if, by reason of contract,
understanding, relationship, agreement or other arrangement, such person obtains therefrom benefits substantially
equivalent to those of ownership; or (g) such person's spouse or minor children or any other person, if, even though such
person does not obtain therefrom the above-mentioned benefits of ownership, such person can vest or revest title in
himself at once or at some future time. A beneficial owner of a security also includes any person who directly or
indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power
and/or investment power with respect to such security. Voting power includes the power to vote, or direct the voting of
such security, and investment power includes the power to dispose, or to direct the disposition, of such security. A
person is the beneficial owner of a security if he has the right to acquire beneficial ownership of such security at any
time within sixty (60) days.
(d) "Control" means the power to exercise a controlling influence over the management or policies of a
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corporation. Any person who owns beneficially, either directly or through one or more controlled corporations, more than
25% of the voting securities of a corporation shall be presumed to control such corporation.
(e) "Covered Security" means any note, stock, treasury stock, bond, debenture, evidence of indebtedness,
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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; provided, however, that "Covered
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Security" shall not mean securities issued by the Government of the United States, bankers' acceptances, bank
certificates of deposit, commercial paper, high quality short-term debt instruments (including repurchase agreements),
and shares of registered open-end investment companies.
(f) "Investment Personnel" means an employee of ASISI (or of any entity in a control
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relationship with ASISI as defined in (d) hereof) who in connection with his or her regular functions
and duties, makes or participates in making recommendations regarding the purchase or sale of securities
by the Client Company; and any natural person who controls ASISI and who obtains information concerning
recommendations regarding the purchase or sale of securities by the Client Company.
(g) "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933
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("Securities Act"), the issuer of which, immediately before the registration, was not subject to the reporting
requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act").
(h) "Limited Offering" is an offering that is exempt from registration under the Securities Act pursuant to
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Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act.
(i) "Purchase or sale of a covered security" includes the writing of an option to purchase or sell a
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security.
(j) "Security held or to be acquired" by a client means any Covered Security which, within the most recent
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fifteen (15) days, (i) is or has been held by a Client Company, or (ii) is being or has been considered by ASISI or a
Client Company for purchase by such company.
I. COMPLIANCE WITH GOVERNING LAWS, REGULATIONS AND PROCEDURES
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All directors, officers or employees of ASISI shall have and maintain knowledge of and shall comply strictly with
all applicable Federal and state laws and all rules and regulations of any governmental agency or self-regulatory
organization governing his or her activities.
Each director, officer or employee will be given a copy of the Code of Ethics at the time of his or her
employment.
Each director, officer and employee shall comply with all laws and regulations relating to the use of material
non-public information. Trading on "inside information" of any sort, or passing on such information or recommendations
based on such information, whether obtained in the course of research activities, through a client relationship, contract
owner relationship, broker relationship, investment advisor relationship or otherwise, is strictly prohibited.
All directors, officers or employees of ASISI shall comply strictly with procedures established by ASISI to
ensure compliance with applicable Federal and state laws and regulations adopted by governmental agencies and
self-regulatory organizations. The directors, officers or employees shall not knowingly participate in, assist, or
condone any acts in violation of any statute or regulation governing securities matters, nor any act which would violate
any provision of this Code of Ethics, or any rules adopted thereunder.
Each director, officer or employee having supervisory responsibility shall exercise reasonable supervision over
employees subject to his or her control, with a view to preventing any violation by such persons of applicable statutes
or regulations, ASISI's procedures or the provisions of the Code of Ethics.
Any director, officer or employee encountering evidence that acts in violation of applicable statutes or
regulations or provisions of the Code of Ethics have occurred shall report such evidence to the Board of Directors of
ASISI, or to a person or persons designated by its Board of Directors.
II. CONFIDENTIALITY OF TRANSACTIONS
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Information relating to the portfolio of a company for which ASISI is the investment advisor, including research
and statistical studies, is confidential until publicly available. Whenever statistical information or research is
supplied to or requested by a company for which ASISI is the investment advisor, such information must not be disclosed
to any persons other than persons designated by the President or the Board of Trustees of the Client Company. If such
company is considering a particular purchase or sale of a security for such company, this must not be disclosed except to
such duly authorized persons.
Any officer or employee authorized to place orders for the purchase or sale of securities on behalf of such
company shall take all steps reasonably necessary to provide that all brokerage orders for the purchase and sale of
securities for the account of such company will be so executed as to ensure that the nature of the transactions shall be
kept confidential until the information is reported to the Securities and Exchange Commission or the Client Company's
shareholders in the normal course of business.
If any director, officer or employee of ASISI or Access Person should obtain information concerning the Client
Company's portfolios (including, the consideration by ASISI of acquiring, or recommending any security for the Client
Company's portfolio), whether in the course of such person's duties or otherwise, such person shall respect the
confidential nature of this information and shall not divulge it to anyone unless it is properly part of such person's
services to ASISI or the Client Company to do so, or such person is specifically authorized to do so by the President of
one of ASISI or the Client Company, nor shall such person recommend to others the purchase or sale of securities based on
such confidential information.
III. ETHICAL STANDARDS
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In making any investment recommendation or taking any investment action, each director, officer or employee shall
exercise diligence and thoroughness, and shall have a reasonable and adequate basis for any such recommendations or
action.
No director, officer or employee shall undertake independent practice for compensation in competition with ASISI
or a Client Company.
The directors, officers, employees or Access Persons and their respective affiliates, shall conduct themselves in
a manner consistent with the highest ethical standards. They shall avoid any action, whether for personal profit or
otherwise, that results in an actual or potential conflict of interest, or the appearance of a conflict of interest, with
ASISI or which may be otherwise detrimental to the interests of ASISI or a Client Company.
No officer, director or employee shall improperly use for such person's personal benefit any knowledge, whether
obtained through such person's relationship with ASISI or an investment company or otherwise, of any investment
recommendation made or to be made or of any investment action taken or to be taken by ASISI.
No officer, director or employee shall disclose any non-public information relating to the such Client Company's
portfolio or transactions, nor make recommendations to others based on such non-public information, nor shall any
officer, director or employee disclose any non-public information relating to the business or operations of such Client
Company unless properly authorized to do so.
Any director, officer or employee having discretion as to the selection of broker-dealers to execute securities
transactions for ASISI or a Client Company shall select broker-dealers solely on the basis of the services provided
directly or indirectly by such broker-dealers to ASISI or a Client Company. An officer or employee shall not, directly
or indirectly, receive a fee or commission or other compensation or value from any source in connection with the sale or
purchase of any security for such Client Company.
In addition, ASISI shall take all actions reasonably calculated to ensure that it engages broker-dealers to
transact business whose partners, officers and employees, and their respective affiliates, will conduct themselves in a
manner consistent with the provisions of this Section III.
Conflicts of interest generally result from a situation in which an individual has personal interests in a matter
that is or may be competitive with his responsibilities to another person or entity or where an individual has or may
have competing obligations or responsibilities to two or more persons or entities. In the case of the relationship
between ASISI on the one hand, and its directors, employees and Access Persons and their respective affiliates, on the
other hand, such conflicts may result from the purchase or sale of securities for the account of a Client Company and for
the account of any affiliated person or from the purchase or sale for the account of a Client Company of securities in
which an Access Person or employee of a Client Company or his or her affiliates has an interest. In these cases, all
potential or actual conflicts must be disclosed to the Board of Directors of ASISI or the designated compliance officer
of ASISI and the first preference and priority must be to avoid such conflicts of interest wherever possible and, where
they unavoidably occur, to resolve them in a manner not disadvantageous to ASISI or a Client Company.
IV. ACTIVITIES AND TRANSACTIONS OF ACCESS PERSONS
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(a) No Access Person shall recommend to, or cause or attempt to cause, ASISI or a Client Company to acquire,
dispose of, or hold any security (including, any option, warranty or other right or interest relating to such security)
which such Access Person or an affiliate of such Access Person has direct or indirect beneficial ownership unless the
Access Person shall first disclose in writing to his or her Board of Directors all facts reasonably necessary to identify
the nature of the ownership of such Access Person or his or her affiliate in such security.
(b) No Access Person shall knowingly purchase or sell any security which said person intends to recommend
for purchase or sale by a Client Company until a Client Company has completed all of its intended trades in said security.
(c) No Access Person or affiliate of such Access Person shall engage in a purchase or sale of a security
(including, any option, warrant or other right or interest relating to such security), other than on behalf of ASISI or a
Client Company, held or to be acquired by ASISI or a Client Company, unless such transaction is:
(i) only remotely potentially harmful to ASISI or a Client Company because it would be unlikely to
affect trading in or the market value of the security; or
(ii) non-volitional on the part of the Access Person; or
(iii) clearly not related economically to a security to be acquired, disposed of or held by ASISI or
a Client Company; or
(iv) in light of all relevant facts and circumstances, otherwise not disadvantageous to ASISI or a
Client Company.
(d) In order to ensure compliance with Section IV(c) hereof, but subject to the exceptions set forth in
Section IV(f) hereof, no Access Person or affiliate of an Access Person shall knowingly engage in a purchase or sale of a
security held or to be acquired by a Client Company (other than on behalf of a Client Company) without first obtaining
the written authorization of the Board of Directors of ASISI or the designated compliance officer. Such transactions
shall not be authorized by the Board of Directors of ASISI or the designated compliance officer, unless it or he shall
determine, in its or his discretion, that such transactions would be permissible under Section IV(c) in terms of its
effect on the Client Company or are non-volitional on the part of the Access Person.
(e) If, in compliance with the limitations and procedures set forth in this Section IV, any Access Person or
an affiliate of such person shall engage in a purchase or sale of a security held or to be acquired by a Client Company,
first preference and priority must be given to any transactions which involve a Client Company, and a Client Company must
have the benefit of the best price obtainable on acquisition and the best price obtainable on disposition of such
securities.
(f) If, as a result of fiduciary obligations to other persons or entities, an Access Person believes that
such person or an affiliate of such person is unable to comply with certain provisions of the Code, such Access Person
shall so advise the Board of Directors of ASISI or the designated compliance officer in writing, setting forth with
reasonable specificity the nature of such fiduciary obligations and the reasons why such Access Person believe such
person is unable to comply with any such provisions. The Board of Directors of ASISI or the designated compliance
officer may, in its or his discretion, exempt such Access Person or an affiliate of such person from any such provisions,
if it/he shall determine that the services of such Access Person are valuable to the Client Company and the failure to
grant such exemptions is likely to cause such Access Person to be unable to render services to the Client Company. Any
Access Person granted an exemption (including, an exception for an affiliate of such person), pursuant to this Section
IV(e) shall, within three business days after engaging in a purchase or sale of a security held or to be acquired by a
client, furnish the Board of Directors of ASISI or the designated compliance officer with a written report concerning
such transaction, setting forth the information specified in Section VI(c) hereof.
(g) From time to time, directors, officers or employees of the Client Company or ASISI may establish special
or "insider" relationships with one or more issuers of securities (i.e., the director, officer or employee may become an
officer or director of an issuer, a member of a creditors committee which engages in material negotiations with an
issuer, etc.). In such cases, the Board of Directors of ASISI or the designated compliance officer of the Client Company
or ASISI may include such issues on a restricted list containing the names of issuers whose securities are not eligible
for purchase or sale by the Client Company or by Access Persons.
V. ACTIVITIES AND TRANSACTIONS OF DIRECTORS, OFFICERS OR EMPLOYEES
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(a) Rule 17j-1 under the ICA imposes the following obligations:
(i) No director, officer or employee shall employ any device, scheme or artifice to defraud a
Client Company;
(ii) No director, officer or employee shall make to a Client Company any untrue statement of a
material fact or omit to state to such Client Company a material fact necessary in order to make the statements made, in
light of the circumstances under which they are made, not misleading;
(iii) No director, officer or employee shall engage in any act, practice or course of business which
operates or would operate as a fraud or deceit upon a Client Company; or
(iv) No director, officer or employee shall engage in any manipulative practice with respect to a
Client Company.
VI. REPORTING PROCEDURES
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(a) Except as provided in Section VI(e) hereof, each person shall within ten days of their initially being
identified as an Access Person report to the Board of Directors of ASISI or the designated compliance officer of ASISI
the information described in Sections VI(d)(i) and (ii) hereof with respect to all Covered Securities in which such
Access Person had any direct or indirect beneficial ownership as of the date of such identification (whether or not any
such Covered Security is a security held or to be acquired by the Client Company) ("Initial Report"); provided, however,
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that such Initial Report may contain a statement that the report shall not be construed as an admission by the person
making such report that he has any direct or indirect beneficial ownership in the security to which the report relates.
(b) Except as provided by Section VI(e) hereof, each Access Person shall report to the Board of Directors of
ASISI or the designated compliance officer of ASISI the information described in Section VI(c) hereof with respect to
transactions in any Covered Security in which such Access Person has, or by reason of such transactions acquires, any
direct or indirect beneficial ownership in the security (whether or not such Covered Security is a security held or to be
acquired by the Client Company); provided, however, that any such report may contain a statement that the report shall
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not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership
in the security to which the report relates.
(c) Every report required to be made pursuant to Section VI(b) hereof shall be made not later than ten days
after the end of the calendar quarter in which the transaction to which the report relates was effected and shall contain
the following information:
(i) The date of transaction, the title and the number of shares, and the principal amount of each
security involved;
(ii) The nature of the transaction (i.e., purchase sale or any other type of acquisition or
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disposition);
(iii) The price at which the transactions was effected, and
(iv) The name of the broker, dealer or bank with or through whom the transaction was effected.
(e) Each Access Person shall report to the Board of Directors of ASISI or the designated compliance officer of ASISI
annually the following information, which information must be current as of a date no more than 30 days before the report
is submitted:
(iii) The title, number of shares and principal amount of each Covered Security in which the Access Person had any
direct or indirect beneficial ownership; and
(iv) 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.
(iii) A statement that he or she (1) has reviewed and understands the Code of Ethics, (2) recognizes
that he or she is subject to it, and (3) if such Access Person was subject to the Code of Ethics during the past year,
has complied with its requirements, including the requirements regarding reporting of personal securities transactions.
(e) Notwithstanding the provisions of Section VI(b) hereof, no person shall be required to make a report
with respect to transactions effected for any account over which such person does not have any direct or indirect
influence or control.
(f) All Access Persons shall direct any brokerage firm, bank or other concern at which the Access Person has
a brokerage account or affiliated brokerage account to supply the Board of Directors of ASISI or the designated
compliance officer of ASISI, on a timely basis, duplicate copies of the confirmation of all securities transactions in
such account and copies of all periodic statements for such account. All Access Persons and such other persons as the
Board of Directors of ASISI shall determine shall promptly inform the Board of Directors of ASISI or the designated
compliance officer of ASISI of any newly established brokerage account or affiliated brokerage account at any brokerage
firm, bank or other concern.
VII. PRE-APPROVAL PROCEDURES
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a. Except as clarified by Section VII(c) hereof, Investment Personnel, if any, must obtain prior approval before
directly or indirectly acquiring any beneficial ownership in securities (such securities not being limited to Covered
Securities) in an Initial Public Offering ("IPO") or a Limited Offering ("LO").
b. All requests for pre-approval shall be directed to the Board of Directors of ASISI or to the designated
compliance officer of ASISI to determine whether purchasing securities in IPOs or LOs raise the types of conflicts of
interest that Rule 17j-1 under the ICA is designed to address. Such requests for pre-approval shall not be unreasonably
withheld if it is determined that no such conflicts of interest exist in connection with the purchase.
VIII. REVIEW PROCEDURES
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a. The reports submitted by Access Persons pursuant to Sections VI(a), (b) and (d) hereof shall be reviewed
by the Board of Directors of ASISI or the designated compliance officer of ASISI, or such other persons or committees as
shall be designated by the Board of Directors of ASISI, in order to monitor compliance with this Code of Ethics. All
failure to comply with this Code of Ethics shall be reported to and reviewed by the Board of Directors of ASISI.
b. With respect to any violation of this Code of Ethics, ASISI's directors may take any preventive,
remedial or other action which it may deem appropriate. In determining whether or not there has been, or may be, a
conflict of interest between ASISI and any person subject to this Code of Ethics, the Board of Directors of ASISI shall
consider all of the relevant facts and circumstances.
IX. SANCTIONS
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a. Persons violating the provisions of this Code of Ethics or any rules thereunder may be subject to
sanctions, which may include, among other things, restrictions on such person's personal securities transactions, a
letter of censure, or suspension or termination of the employment of such person.
a. If it is determined by the Board of Directors of ASISI that a violation of this Code of Ethics has
occurred and that a person violating this Code of Ethics has purchased or sold a security at a more advantageous price
than that obtained by a Client Company that Client Company shall be entitled to the more advantageous price. The price
adjustment paid by such person to the Client Company shall be limited to the lessor of the number of shares purchased or
sold by the person or the number of shares purchased or sold by the Client Company. If this cannot be consummated, then
the Board of Directors of ASISI shall take such other course of action as it may deem appropriate.
X. RECORDKEEPING REQUIREMENTS
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This Code of Ethics, lists all persons required to make reports hereunder from time to time (including separate
lists of all Access Persons and Investment Personnel, if any), the names of persons designated to review reports, a copy
of each report made by an Access Person hereunder, and a record of each violation hereof and any action taken as a result
of such violation shall be maintained by ASISI as required by Rule 17j-1.
XI. BOARD OF DIRECTORS REPORT AND CERTIFICATION
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Periodically, but no less frequently than annually, ASISI shall report in writing to the boards of directors or
boards of trustees of its Client Companies on issues raised under ASISI's Code of Ethics. Such written report shall:
(i) Describe issues that arose during the previous year under ASISI's Code of Ethics, including, but not
limited to, information about material code or procedure violations and sanctions imposed in response to those material
violations;
(ii) Certify to the Client Company's board that ASISI has adopted procedures reasonably necessary to prevent
Access Persons from violating ASISI's Code of Ethics;
(iii) Provide such other information as shall be requested by the Board
