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DWS INTERNATIONAL PORTFOLIO MANAGEMENT GmbH
CODE OF ETHICS AND STATEMENT OF
POLICY AND PROCEDURES REGARDING
PERSONAL SECURITIES TRANSACTIONS
1. PURPOSES
(a) As a registered investment adviser and a fiduciary, DWS
International Portfolio Management GmbH ("DWSIPM") owes an undivided duty of
loyalty to the investment companies (i.e. funds) and other persons or entities
for which DWSIPM serves as investment manager or adviser ("Clients"). DWSIPM
must avoid even the appearance of a conflict that may compromise the trust
Clients have placed in DWSIPM and must insist on strict adherence to fiduciary
standards and compliance with all applicable U.S. federal and state securities
laws. Adherence to this Code of Ethics and Statement of Policy and Procedures
Regarding Personal Securities Transactions (the "Code and Statement") is a
condition of service with DWSIPM.
(b) The Code and Statement is intended to comply with Rule 17j-1 under
the Investment Company Act of 1940, as amended (the "Investment Company Act"),
which requires DWSIPM to adopt a code of ethics containing provisions reasonably
necessary to prevent specified individuals from engaging in certain conduct.
Under Rule 17j-1(b), certain conduct by (i) affiliated persons of investment
companies managed or advised by DWSIPM, (ii) DWSIPM itself as adviser of these
companies, (iii) affiliated persons of DWSIPM, (iv) the principal underwriter of
the investment companies and (v) affiliated persons of their principal
underwriter, with respect to purchases or sales of Securities Held or to be
Acquired by a Client that is an investment company is prohibited. DWSIPM
understands that each such investment company has adopted a code of ethics with
respect to access persons of the investment companies themselves. As set forth
in Section 3 below, this Code and Statement applies to all employees and other
Access Persons. The Code and Statement is also intended to comply with the
provisions of Rule 204-2 under the Investment Advisers Act of 1940, as amended
(the "Advisers Act"), which requires DWSIPM to maintain records of Securities
transactions in Personal Accounts of certain of its personnel. Access Persons
are reminded that in addition to this Code and Statement, their activities are
subject to the Compliance Policy Manual of DWS Deutsche Gesellschaft fuer
Wertpapiersparen mbH, which DWSIPM has also adopted.
(c) This Code and Statement is intended to ensure that the personal
securities transactions of persons subject thereto are conducted in accordance
with the following principles:
(i) A duty at all times to place first the interests of
Clients;
(ii) The requirement that all personal securities transactions
be conducted consistent with this Code and Statement and in such a
manner as to avoid any actual or potential conflict of interest or any
abuse of an individual's responsibility and position of trust; and
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(iii) The fundamental standard that DWSIPM personnel not take
inappropriate advantage of their positions.
(d) In addition to the specific prohibitions on certain personal
Securities transactions as set forth below, all Access Persons are prohibited,
in connection with the Purchase or Sale, directly or indirectly, by such persons
of a Security Held or to be Acquired by a Client, from:
(i) Employing any device, scheme or artifice to defraud any
Client;
(ii) Making to any Client any untrue statement of a material
fact or omitting to state to such Client a material fact necessary in
order to make the statements made, in light of the circumstances under
which they are made, not misleading;
(iii) Engaging in any act, practice or course of business
which operates or would or rate as a fraud or deceit upon any Client;
(iv) Engaging in any manipulative practice with respect to any
Client; or
(v) Revealing to any other person (except in the normal course
of his or her duties on behalf of a Client) any information regarding
Securities transactions by any Client or the consideration by any
Client or DWSIPM of any such Securities transactions.
2. DEFINITIONS
The following definitions apply for purposes of the Code and Statement
in addition to the definitions contained elsewhere herein.
(a) "Access Person" means any director, officer or Advisory Person of
DWSIPM and any other personnel so designated by the Compliance Officer because
of their asset management responsibilities or frequent interactions with Access
Persons.
(b) "Advisory Person" means: (i) any employee of DWSIPM or an employee
of any company (such as DWS or Deutsche Bank AG) in a Control Relationship to
DWSIPM who, in connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase or sale of
Covered Securities by a Client, or whose functions relate to the making of any
recommendations with respect to the purchases or sales; and (ii) any natural
person in a Control Relationship to DWSIPM who obtains information concerning
recommendations made to a Client with regard to the purchase or sale of Covered
Securities by the Client.
(c) A Security is "being considered for purchase or sale" when a
recommendation to purchase or sell a Security has been made and communicated,
and with respect to the person making the recommendation, when such person
seriously considers making such a recommendation.
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(d) "Beneficial Ownership" includes ownership by any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares a direct or indirect pecuniary interest
in a Security.
(e) "Client" has the meaning defined in Section 1(a) of this Code.
(f) "Compliance Officer" refers to DWSIPM's Compliance Officer.
(g) "Control" shall have the same meaning as set forth in Section
2(a)(9) of the Investment Company Act. Under that Section, beneficial ownership
of over 25% of the voting securities of a company constitutes Control of that
company until such time (if ever) as the U.S. Securities and Exchange Commission
conducts an administrative proceeding and issues an order to the contrary.
(h) "Control Relationship" means Controlling, Controllable by or under
common Control with.
(i) "Covered Security" means a security as defined in Section 2(a)(36)
of the Investment Company Act, except that it does not include: (i) direct
obligations of the Government of the United States; (ii) bankers' acceptances,
bank certificates of deposit, commercial paper and high quality short-term debt
instruments, including repurchase agreements; and (iii) shares issued by
open-end investment companies registered under the Investment Company Act.
(j) "Investment Personnel" means (i) any employee of DWSIPM or any
employee of a company (such as DWS or Deutsche bank AG) in a Control
Relationship to DWSIPM who, in connection with his or her regular functions or
duties, makes or participates in making recommendations regarding the purchase
or sale of Securities by a Client; and (ii) any natural person who Controls
DWSIPM and who obtains information concerning recommendations made to the
relevant Client regarding the purchase or sale of Securities by that Client.
(k) "Initial Public Offering" or "IPO" includes IPOs that do not
involve any offer in the United States.
(l) "Personal Account" refers to (i) a brokerage or bank account of an
individual subject to this Code and Statement; (ii) a brokerage or bank account
of such an individual's spouse (other than a legally separated or divorced
spouse); or (iii) a brokerage or bank account in which such individual, 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 Securities); and (iv) any other
account (except a Client account) with respect to which the individual or
his/her spouse/domestic partner has investment discretion or Control.
(m) "Purchase or Sale" of a Security or a Covered Security includes,
among other things, the writing or purchase of an option to purchase or sell a
Security or a Covered Security.
(n) "Security" also includes derivatives, commodities, options or
forward contracts.
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(o) "Security Held or to be Acquired by a Client" means: (i) any
Covered Security which, within the most recent 15 days, (A) is or has been held
by a Client or (B) is being or has been considered by DWSIPM for purchase by a
Client; and (ii) any option to purchase or sell, and any security convertible
into or exchangeable for, a Covered Security described in the foregoing clause
(i).
3. APPLICATION
(a) This Code and Statement applies to all Access Persons.
(b) DWSIPM will provide all Access Persons with a copy of this Code and
Statement.
4. EXEMPTED TRANSACTIONS
The reporting requirements of Section 6 of this Code shall not apply
to:
(a) Purchases or Sales of Covered Securities effected in any account
over which the Access Person has no direct or indirect influence or Control;
(b) Purchases or Sales of Covered Securities which are involuntary on
the part of either the Access Person or the Client (e.g. if a debtor fails to
redeem a debt and the creditor to whom the securities were pledged forces the
debtor to sell the securities), subject to the provisions of Section 5 of this
Code.
(c) Purchases of Covered Securities which are either: made solely with
the dividend proceeds received in a dividend reinvestment plan; or part of an
automatic payroll deduction plan, whereby an Access Person purchases Securities
issued by an employer.
(d) Purchases of Covered Securities effected upon 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, and any sales of such
rights so acquired.
(e) Purchases or Sales of Covered Securities which are not eligible for
purchase or sale by a Client.
5. PROHIBITED PURCHASES AND SALES
(a) BASIC PRINCIPLE.
In effecting transactions for its Access Persons, they will be treated
no more favorably than Clients, except in the particular instances dealt with in
this Code and Statement. Transactions for Access Persons may not conflict with
the interests of Clients or DWSIPM. In the event of conflict of interests, the
interests of Clients and of DWSIPM take precedence. Access Persons should
refrain from transactions which make a dubious impression or which could damage
the credibility of DWSIPM or its Access Persons. No Access Person shall
recommend any transaction in Covered Securities by a Client without having
disclosed his or her interest, if any, in such Covered
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Securities or the issuer thereof, including without limitation (i) his or her
direct or indirect ownership in a Personal Account of any Securities of such
issuer, (ii) any contemplated transaction by such person in such Securities,
(iii) any position with such issuer or its affiliates and (iv) any present or
proposed business relationship between such issuer or its affiliates, on the one
hand, and such person or any party in which such person has a significant
interest, on the other; provided, however, that in the event the interest of
such Access Person in such securities or issuer is not material to his or her
personal net worth and any contemplated transaction by such person in such
securities cannot reasonably be expected to have a material adverse effect on
any such transaction by the Client or on the market for the securities
generally, such Access Person shall not be required to disclose his or her
interest in the securities or issuer thereof in connection with any such
recommendation.
(b) FRONT-RUNNING.
Personal Account transactions in the relevant Securities/derivatives
may not be executed either before (if the Access Person has knowledge that
Securities/derivatives are being considered for purchase or sale) or during
the execution of (an) external or internal order(s) in such
Securities/derivatives with a view to gaining advantages from price changes
which may result from execution of the said order(s).
(c) PERSONAL ACCOUNT TRANSACTIONS/PROHIBITIONS WITH RESERVED RIGHT OF
PERMISSION.
Personal Account transactions in Securities/derivatives which are on
the restricted list are prohibited unless approved in advance by the Compliance
Officer who may give permission on a case-by-case basis.
(d) ACCESS PERSON TRANSACTIONS AS AN INSTRUMENT OF PORTFOLIO INVESTMENT
It is prohibited for Access Persons to engage in transactions involving
frequent buying and selling purely for the purpose of gaining advantages from
short-term price fluctuations. Access Persons should also refrain from deals
which are disproportionate to their income or assets. No Access Person shall
engage in any naked short sale of a Security.
(e) INITIAL PUBLIC OFFERINGS
All Investment Personnel must obtain approval from the Compliance
Officer before directly or indirectly acquiring in any of their Personal
Accounts any Securities in an Initial Public Offering.
Approved purchases of Securities of an IPO must be routed for execution
via a Deutsche Bank AG account through the respective account/safe-custody
account section. Multiple subscriptions through different sections/departments
of Deutsche Bank AG are not permissible. If allotments have to be reduced, the
respective divisional management or an office nominated by management decides in
agreement with Compliance (Head office) on the nature and form of allotment to
Access Persons or to third parties for whom the Access Person is acting. In the
allotment Access Persons are not to receive preferential treatment vis-a-vis
Deutsche Bank AG customers.
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(f) PRIVATE PLACEMENT
Purchases of Securities in a private placement (whether of a public or
private company) are not permissible.
(g) MANDATES
Access Persons shall not serve on the boards of directors of any public
company, absent express prior authorization from the managing director of DWSIPM
in charge of compliance (or his or her designee).
(h) GIFTS
Access Persons shall not receive any gift, favor, preferential
treatment, valuable consideration or other thing of more than a de minimis value
in any year from a person or entity from, to or through whom a Client purchases
or sells Securities, or an issuer of Securities.
6. REPORTING
(a) Every Access Person shall report to the Compliance Officer the
information described in Section 6(b) of this Code with respect to holdings and
transactions (other than personal transactions in Securities exempted under
Section 4 of this Code and Statement) in any Security in any Personal Account of
the Access Person.
(b) Every report required by Section 6(a) and shall be made (x) no
later than 10 days after a person becomes an Access Person ("Initial Holdings
Report"), (y) no later than 10 days after the end of a calendar quarter
("Quarterly Transaction Report") and (z) annually ("Annual Holdings Report"),
and shall contain the following information:
(i) in the case of the Initial Holdings Report: (A) the title,
number of shares and principal amount of each Covered Security in each
Personal Account of the Access Person when the person became an Access
Person; (B) the name of each broker, dealer or bank with whom the
Access Person maintained such Personal Account as of the date the
person become an Access Person; and (C) the date that the report is
submitted by the Access Person.
(ii) in the case of a Quarterly Transaction Report: (A) with
respect to any transaction during the quarter in a Covered Security in
a Personal Account of the Access Person, (1) 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
Covered Security involved, (2) the nature of the transaction (i.e.,
purchase, sale or any other type of acquisition or disposition), (3)
the price of the Covered Security at which the transaction was
effected, (4) the name of the broker, dealer or bank with or through
which the transaction was effected and (5) the date that the report is
submitted by the Access Person; and (B) with respect to establishment
of any Personal Account by the Access Person, (1) the name of the
broker, dealer or bank with whom the Access Person established the
account, (2) the date the account was established and (3) the date that
the report is submitted by the Access Person.
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(iii) in the case of each Annual Holdings Report: (A) the
title, number of shares and principal amount of each Covered Security
in each Personal Account of the Access Person; (B) the name of each
broker, dealer or bank with whom the Access Person maintains such
Personal Account; and (C) the date that the report is submitted by the
Access Person.
Any such 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.
(The daily report which is automatically generated by the EDP system
shall be deemed to comply with clause (ii) of this Section 6(b))
(c) The Compliance Officer shall maintain the reports required by
paragraph (a) above and such other records, if any, as are required by Rule
17j-1 under the Investment Company Act and Rule 204-2 under the Advisers Act.
All reports furnished pursuant to this Section will be kept confidential,
subject to the rights of inspection by the Compliance Officer and by other third
parties pursuant to applicable law.
(d) The Compliance Office shall at least annually submit a written a
report to the board of directors or trustees of each Client that is an
SEC-registered investment company a written report that:
(i) describes any issues arising under this Code and Statement
since the last report, including information about material violation
of this Code and Statement and any sanctions imposed in response to the
material violations, and
(ii) certifies that DWSIPM has adopted procedures reasonably
necessary to prevent Access Persons from violating this Code and
Statement.
7. SANCTIONS
Upon discovering a violation of this Code and Statement, any member of
the DWS Group, with the advice of the Compliance Officer, may take such actions
or impose such sanctions, if any, as it deems appropriate, including, inter
alia, a letter of censure or suspension, a fine, or a recommendation of the
termination of the employment of the violator.
