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Exhibit 99.-p(iv)
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 Investment GmbH, 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
(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.
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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.
(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
(except a Client account) in which such individual has investment discretion or
control; and (iii) a brokerage or bank account in which such individual
otherwise has a beneficial interest (i.e. shares in the profits even if there is
no influence on voting or disposition of the Securities). DWSIPM has concluded
that an individual does not have beneficial ownership of an account of such
individual's spouse, minor child or other person sharing the same household as
such individual (a "Family Member Independent Account") if such individual does
not have any investment discretion or control of the account and does not share
in the profits of the account. The Compliance Officer is authorized to make
inquiry into any particular individual's situation and determine that a Family
Member Independent Account shall be treated as a Personal Account for purposes
of this Code and Statement.
(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 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.
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(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.
(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.
(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.
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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.
