Exhibit p
Amended And Restated
Code of Ethics (May 31, 2000)
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AMENDED AND RESTATED
CODE OF ETHICS (MAY 31, 2000)
PHOENIX FUNDS
PHOENIX-DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
PHOENIX-ABERDEEN SERIES FUND
PHOENIX - ENGEMANN FUNDS
PHOENIX-SENECA FUNDS
PHOENIX-ZWEIG FUNDS
1. Statement of Ethical Principles
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These principles are applicable to employees of Phoenix Investment
Partners, Ltd. and its related advisory and broker-dealer subsidiaries,
including Phoenix Investment Counsel, Inc., Duff & Phelps Investment
Management Co, National Securities & Research Corporation,
Phoenix-Aberdeen International Advisors, LLC, Roger Engemann &
Associates, Inc., Seneca Capital Management LLC, Phoenix/Zweig Advisers
LLC, Phoenix Equity Planning Corporation, and PXP Securities
Corporation. Our subsidiaries may impose further limitations on
personal trading subject to notifying Counsel and the Compliance
Officer of Phoenix Investment Partners, Ltd.
When Fund Access Persons covered by the terms of this Code of Ethics
engage in personal securities transactions, they must adhere to the
following general principles as well as to the Code's specific
provisions:
A. At all times, the interests of Fund shareholders must
be paramount;
B. Personal transactions must be conducted consistent
with this Code of Ethics in a manner that avoids any actual or
potential conflict of interest; and
C. No inappropriate advantage should be taken of any
position of trust and responsibility.
2. Definitions
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A. "Fund" means each and every investment company, or
series thereof, or other institutional account managed by the
Adviser, individually and collectively.
B. "Access Person" means any Trustee (other than a
Disinterested Trustee who does not obtain information
concerning recommendations made to the Fund regarding the
purchase or sale of a security), officer, general partner,
Portfolio Manager or Advisory Person of the Fund or (i) any
temporary or permanent employee of the Fund or of any company
in a control relationship to the Fund, who, in connection with
his regular functions or duties, makes, participates in or
obtains information regarding the purchase or sale of a
security by the Fund, or whose functions relate to the making
of any recommendations with respect to such purchases or
sales; and (ii) any natural person in a control relationship
to the Fund who obtains information concerning recommendations
made to the Fund with regard to the purchase or sale of a
security. The Compliance Officer of each Fund shall maintain a
list of the Fund's Access Persons.
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C. "Advisory Person" means any Portfolio Manager or
other investment person, such as an analyst or trader, who
provides information and advice to a Portfolio Manager or
assists in the execution of the investment decisions. For
purposes of Section 4, "Advisory Person" shall not include
Portfolio Managers.
D. 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 Advisory Person
making the recommendation, when such person seriously
considers making such a recommendation.
E. "Beneficial ownership" shall be interpreted in the
same manner as it would be in determining whether a person is
subject to the provisions of Section 16 of the Securities
Exchange Act of 1934 and the rules and regulations thereunder,
except that the determination of direct or indirect beneficial
ownership shall apply to all securities which an Access Person
has or acquires.
F. "Control" shall have the same meaning as that set
forth in Section 2(a)(9) of the Investment Company Act, as
amended.
G. "Disinterested Trustee" means a Trustee of a Fund who
is not an "interested person" of the Fund within the meaning
of Section 2(a)(19) of the Investment Company Act, as amended.
H. "Initial Public Offering" means a public sale of an
issue not previously offered to the public.
I. "Managed Fund" shall mean those Funds, individually
and collectively, for which the Portfolio Manager makes buy
and sell decisions.
J. "Portfolio Manager" means the person entrusted to
make the buy and sell decisions for a Fund.
K. "Private Placement" shall have the same meaning as
that set forth in Section 4(2) of the Securities Exchange Act.
L. "Purchase or sale of a security" includes inter alia
the writing of an option or the purchase or sale of a security
that is exchangeable for or convertible into, a security that
is held or to be acquired by a Fund.
M. "Security" shall have the meaning set forth in
Section 2(a)(36) of the Investment Company Act, as amended,
except that it shall not include securities issued by the
Government of the United States, bankers' acceptances, bank
certificates of deposit, commercial paper and shares of
registered open-end investment companies.
3. Exempted Transactions
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The prohibitions of Section 4 of this Code shall not apply to:
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A. Purchases or sales effected in any account over which
the Access Person has no direct or indirect influence or
control in the reasonable estimation of the Compliance
Officer.
B. Purchases or sales of securities (1) not eligible for
purchase or sale by the Fund; or (2) specified from time to
time by the Trustees, subject to such rules, if any, as the
Trustees shall specify.
C. Purchases or sales which are non-volitional on the
part of either the Access Person or the Fund.
D. Purchases of shares necessary to establish an
automatic dividend reinvestment plan or pursuant to an
automatic dividend reinvestment plan, and subsequent sales of
such securities.
E. Purchases 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 sales of such rights so acquired.
F. Purchase or sale of securities issued by Phoenix
Investment Partners, Ltd. unless otherwise restricted.
4. Prohibited Activities
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A. IPO Rule: No Access Person, Advisory Person or
Portfolio Manager may purchase securities in an Initial Public
Offering, except with the prior approval of the Compliance
Officer of the Fund. This rule also applies to IPO's offered
through the Internet.
B. Private Placement Rule: No Access Person, Advisory
Person or Portfolio Manager may purchase securities in a
Private Placement unless such purchase has been approved by
the Compliance Officer of the Fund. Any such approved purchase
should be disclosed to the Fund if that issuer's securities
are being considered for purchase or sale by the Fund.
C. Preclearance Rule: No Access Person, Advisory Person
or Portfolio Manager may purchase or sell a security unless
such purchase or sale has been precleared by the Compliance
Officer of the Fund. Preclearance is required prior to
executing a trade through a personal Internet brokerage
account. It is also required for trades in securities valued
at $5.00 or less, and for option trades, including but not
limited to puts, calls and well-known stock indices (e.g. the
S&P 500). Preclearance is valid through the business day next
following the day preclearance is given.
Exceptions: The following securities transactions do not
require preclearance :
1. Purchases or sales of up to 500 shares of
securities of issuers ranked in the Standard
& Poor's 500 Composite Stock Index (S&P 500)
at the time of purchase or sale. The
Compliance Officer of the Fund shall
distribute an updated list of such
securities quarterly. A copy of the list
will be
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maintained on the Intranet web site for
Phoenix Investment Partners, Ltd. and will
be updated quarterly.
2. Purchase orders sent directly to the issuer
via mail (other than in connection with a
Private Placement) or sales of such
securities which are redeemed directly by
the issuer via mail.
NOTE: THE COMPLIANCE OFFICER OF THE FUND MAY DENY APPROVAL OF
ANY TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE
RULE, EVEN IF NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS,
IF HE/SHE REASONABLY BELIEVES THAT DENYING PRECLEARANCE IS
NECESSARY FOR THE PROTECTION OF A FUND. ANY SUCH DENIAL MAY BE
APPEALED TO THE FUND'S COUNSEL. THE DECISION OF COUNSEL SHALL
BE FINAL.
D. Open Order Rule: No Access Person, Advisory Person or
Portfolio Manager may purchase or sell, directly or
indirectly, any security in which he has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership, when a Fund has a pending "buy" or "sell" order for
that security of the same type (i.e. buy or sell) as the
proposed personal trade, until the Fund's order is executed or
withdrawn.
Exceptions: The following securities transactions are exempt
from the Open Order Rule:
1. Purchases or sales of up to 500 shares of
securities of issuers in the S&P 500 at the
time of the transaction.
2. Purchases or sales approved by the
Compliance Officer of the Fund in his/her
discretion.
ANY PROFITS REALIZED ON A PERSONAL TRADE IN VIOLATION OF THIS
SECTION 4D MUST BE DISGORGED.
E. Blackout Rule: If a Portfolio Manager's Managed Fund
holds a security that is the subject of a proposed personal
trade by that Portfolio Manager, such personal trade may be
permitted only as follows:
1. If the proposed personal trade is on the
same side as the last Managed Fund
transaction in that security, the personal
trade cannot occur within two days of such
Managed Fund transaction (i.e. neither at T
nor T + 1 calendar day).
2. If the proposed personal trade is on the
opposite side of the last Managed Fund
transaction in that security, the personal
trade cannot occur unless (a) it is more
than two days after the Managed Fund
transaction (i.e. T + 2 calendar days or
later) AND (b) the Preclearance Request, if
required for such personal transaction (i.e.
it is not eligible for the exception of
securities listed in the S&P 500 to the
Preclearance Rule), sets forth, to the
reasonable satisfaction of the Compliance
Officer, an explanation of the reasons the
Managed Fund is not effecting a similar
transaction.
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Transactions permitted under the Blackout Rule must also
satisfy the Open Order Rule and the Preclearance Rule if and
to the extent the transaction is not covered by exceptions to
those rules.
ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL
TRADE IN VIOLATION OF THIS SECTION 4E MUST BE DISGORGED.
F. Holding Period Rule: Access Persons, Advisory Persons
and Portfolio Managers must hold each Security, for a period
of not less than sixty (60) days, whether or not the purchase
of such Security was an exempt transaction under any other
provision of Section 4.
ANY PROFITS REALIZED ON TRADING IN CONTRAVENTION OF THIS
POLICY MUST BE DISGORGED.
G. No Access Person, Advisory Person or portfolio
manager shall annually accept any gift or other item of more
than $100 in value from any person or entity that does
business with or on behalf of the Fund.
H. No Advisory Person shall serve on the board of
directors of a publicly traded company without prior
authorization by the President or the Compliance Officer of
the Fund. If board service is authorized, such Advisory Person
shall have no role in making investment decisions with respect
to the publicly traded company.
5. Compliance Procedures
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A. All Access Persons shall direct their brokers to
supply, at the same time that they are sent to the Access
Person, a copy of the confirmation for each personal
securities trade and a copy of each periodic account statement
to the Fund's Compliance Officer.
B. Every Access Person shall report to the Fund the
information described in Section 5D of this Code with respect
to 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; provided,
however, that an Access Person shall not 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.
C. A Disinterested Trustee of the Fund need only report
a transaction in a security if such Trustee, at the time of
that transaction knew or, in the ordinary course of fulfilling
his official duties as a Trustee of the Fund, should have
known that, (1) during the 7-day period immediately preceding
or after the date of the transaction by the Trustee, such
security was purchased or sold by the Fund or (2) such
security was being considered for purchase or sale by the
Fund.
D. Every report required pursuant to Section 5B above
shall be made not later than 10 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 the transaction, the title and
the number of shares, and the principal amount of
each security involved;
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(ii) The nature of the transaction (i.e.,
purchase, sale, or any other type of acquisition or
disposition);
(iii) The price at which the transaction was
effected;
(iv) The name of the broker, dealer or bank with
or through whom the transaction was effected; and
(v) The date of approval of the transaction and
the person who approved it as required by Section 4B
or C above.
E. Each Access Person shall submit a report listing all
personal securities holdings to the Compliance Officer upon
the commencement of service and annually thereafter. The
annual report shall be as of December 31 and include a
certification by the Access Person that he or she has read and
understood the Code of Ethics and has complied with the Code's
requirements. The annual report and certification will be
submitted to the Compliance Officer by January 30.
F. Any report made under this Section 5 may contain a
statement that the report shall not be construed as an
admission by the person making such report that he or she has
any direct or indirect beneficial ownership in the security to
which the report relates.
G. The Compliance Officer shall submit an annual report
to the Fund's Board of Trustees that summarizes the current
Code of Ethics procedures, identifies any violations requiring
significant remedial action, and recommends appropriate
changes to the Code, if any.
H. Any Access Person or Disinterested Trustee shall
immediately report any potential violation of this Code of
which he or she becomes aware to the Fund's Compliance
Officer.
6. Sanctions
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Upon discovering a violation of this Code, the Board of Trustees of the
Fund may impose such sanctions as it deems appropriate, including inter
alia, a letter of censure or suspension or termination of employment,
or suspension of personal trading privileges for such period as it may
deem appropriate.
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POLICY AND PROCEDURES OF
PHOENIX/ZWEIG ADVISERS LLC AND EUCLID ADVISORS LLC
DESIGNED TO DETECT AND PREVENT INSIDER TRADING
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SECTION I. POLICY STATEMENT ON INSIDER TRADING
A. INTRODUCTION
Phoenix/Zweig Advisers LLC and Euclid Advisors LLC (each of which is
hereinafter referred to as an "Adviser" or the "Adviser") each seeks to foster a
reputation for integrity and professionalism. That reputation is a vital
business asset. The confidence and trust placed in us by our clients is
something we should value and endeavor to protect. To further that goal, this
Policy Statement implements procedures to deter the misuse of material,
nonpublic information in securities transactions.
Trading securities while in possession of material, nonpublic
information or improperly communicating that information to others may expose
you to stringent penalties. Criminal sanctions may include a fine of up to
$1,000,000 and/or ten years imprisonment. The Securities and Exchange Commission
can recover the profits gained or losses avoided through the violative trading,
impose a penalty of up to three times the illicit windfall and issue an order
permanently barring you from the securities industry. Finally, you may be sued
by investors seeking to recover damages for insider trading violations.
Regardless of whether a government inquiry occurs, the Advisers view
seriously any violation of this Policy Statement. Such violations constitute
grounds for disciplinary sanctions, including dismissal.
B. SCOPE OF THE POLICY STATEMENT
This Policy Statement is drafted broadly; it will be applied and
interpreted in a similar manner. This Policy Statement applies to securities
trading and information handling by directors, officers and employees of the
Advisers (including spouses, minor children and adult members of their
households).
This Policy Statement on Insider Trading and the following procedures
to implement the Adviser's Policy represent the Adviser's current such Policy
Statement and Procedures. Such Policy Statement and Procedures may be revised or
supplemented from time to time by the issuance of a new Policy Statement and
Procedures or a supplement or memorandum from the Adviser's chief executive
officer and/or compliance officer.
The law of insider trading is unsettled and continuously developing; an
individual legitimately may be uncertain about the application of the Policy
Statement in a particular circumstance. Often, a single question can forestall
disciplinary action or complex legal problems. You should direct any questions
relating to this Policy Statement to the Compliance Officer, who is Marc
Baltuch, or, in his absence, Melinda Reibel or Lisa Phelan. You also must
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notify the Compliance Officer immediately if you have any reason to believe that
a violation of this Policy Statement has occurred or is about to occur.
C. POLICY STATEMENT ON INSIDER TRADING
No person to whom this Policy Statement applies, including you, may
trade, either personally or on behalf of others (such as mutual funds and
private accounts managed by the Advisers), while in possession of material,
nonpublic information; nor may any personnel of an Adviser communicate material,
nonpublic information to others in violation of the law. This section reviews
principles important to this Policy Statement.
1. WHAT IS MATERIAL INFORMATION?
Information is material where there is a substantial likelihood that a
reasonable investor would consider it important in making his or her investment
decisions. Generally, this is information whose disclosure will have a
substantial effect on the price of a company's securities. No simple "bright
line" test exists to determine when information is material; assessments of
materiality involve a highly fact-specific inquiry. For this reason, you should
direct any questions about whether information is material to the Compliance
Officer.
Material information often relates to a company's results and
operations, including, for example, dividend changes, earnings results, changes
in previously released earnings estimates, significant merger or acquisition
proposals or agreements, major litigation, liquidation problems, and
extraordinary management developments.
Material information also may relate to the market for a company's
securities. Information about a significant order to purchase or sell securities
may, in some contexts, be deemed material. Similarly, prepublication information
regarding reports in the financial press also may be deemed material. For
example, the United States Supreme Court upheld the criminal convictions of
insider trading defendants who capitalized on prepublication information about
the WALL STREET JOURNAL'S Heard on the Street column.
2. WHAT IS NONPUBLIC INFORMATION?
Information is "public" when it has been disseminated broadly to
investors in the marketplace. Tangible evidence of such dissemination is the
best indication that the information is public. For example, information is
public after it has become available to the general public through a public
filing with the SEC or some other government agency, the Dow Jones "tape" or the
WALL STREET JOURNAL or some other publication of general circulation, and after
sufficient time has passed so that the information has been disseminated widely.
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3. IDENTIFYING INSIDE INFORMATION
Before executing any trade for yourself or others, including investment
companies or private accounts managed by an Adviser, you must determine whether
you have access to material, nonpublic information. If you think that you might
have access to material, nonpublic information, you should take the following
steps.
i. Report the information and proposed trade immediately to the
Compliance Officer.
ii. Do not purchase or sell the securities on behalf of yourself
or others, including investment companies or private
accounts managed by the Advisers.
iii. Do not communicate the information inside or outside the
Advisers, other than to the Compliance Officer.
iv. After the Compliance Officer has reviewed the issue,
the firm will determine whether the information is
material and nonpublic and, if so, what action the
firm should take.
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You should consult with the Compliance Officer before taking any action. This
degree of caution will protect you, your clients and the firm.
4. CONTACTS WITH PUBLIC COMPANIES
For the Advisers, contacts with public companies represent an important
part of our research efforts. An Adviser may make investment decisions on the
basis of the firm's conclusions formed through such contacts and analysis of
publicly-available information. Difficult legal issues arise, however, when, in
the course of these contacts, an employee of an Adviser or other person subject
to this Policy Statement becomes aware of material, nonpublic information. This
could happen, for example, if a company's Chief Financial Officer prematurely
discloses quarterly results to an analyst, or an investor relations
representative makes a selective disclosure of adverse news to a handful of
investors. In such situations, the Adviser must make a judgment as to its
further conduct. To protect yourself, your clients and the firm, you should
contact the Compliance Officer immediately if you believe that you may have
received material, nonpublic information.
5. TENDER OFFERS
Tender offers represent a particular concern in the law of insider
trading for two reasons. First, tender offer activity often produces
extraordinary gyrations in the price of the target company's securities. Trading
during this time period is more likely to attract regulatory attention (and
produces a disproportionate percentage of insider trading cases). Second, the
SEC has adopted a rule which expressly forbids trading and "tipping" while in
possession of material, nonpublic information regarding a tender offer received
from the tender offeror, the target company or anyone acting on behalf of
either. Employees of an Adviser and others subject to this Policy Statement
should exercise particular caution any time they become aware of nonpublic
information relating to a tender offer.
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SECTION II. PROCEDURES TO IMPLEMENT THE ADVISERS'
POLICY STATEMENT ON INSIDER TRADING
The following procedures have been established to aid the officers,
directors and employees of the Advisers in avoiding insider trading, and to aid
the Advisers in preventing, detecting and imposing sanctions against insider
trading. Every officer, director and employee of an Adviser must follow these
procedures or risk serious sanctions, including dismissal, substantial personal
liability and criminal penalties. If you have any questions about these
procedures, you should consult the Compliance Officer.
A. PERSONAL SECURITIES TRADING
1. PROHIBITED ACTIVITIES
A. IPO Rule: No Access Person, Advisory Person or Portfolio
Manager may purchase securities in an Initial Public Offering,
except with the prior approval of the Compliance Officer of
the Fund. This rule also applies to IPO's offered through the
Internet.
B. Private Placement Rule: No Access Person, Advisory Person
or Portfolio Manager may purchase securities in a Private
Placement unless such purchase has been approved by the
Compliance Officer of the Fund. Any such approved purchase
should be disclosed to the Fund if that issuer's securities
are being considered for purchase or sale by the Fund.
C. Preclearance Rule: No Access Person, Advisory Person or
Portfolio Manager may purchase or sell a security unless such
purchase or sale has been precleared by the Compliance Officer
of the Fund. Preclearance is required prior to executing a
trade through a personal Internet brokerage account. It is
also required for trades in securities valued at $5.00 or
less, and for option trades, including but not limited to
puts, calls and well-known stock indices (e.g. the S&P 500).
Preclearance is valid through the business day next following
the day preclearance is given.
Exceptions: The following securities transactions do not
require preclearance :
1. Purchases or sales of up to 500 shares of
securities of issuers ranked in the Standard
& Poor's 500 Composite Stock Index (S&P 500)
at the time of purchase or sale. The
Compliance Officer of the Fund shall
distribute an updated list of such
securities quarterly. A copy of the list
will be maintained on the Intranet web site
for Phoenix Investment Partners, Ltd. and
will be updated quarterly.
2. Purchase orders sent directly to the issuer
via mail (other than in connection with a
Private Placement) or sales of such
securities which are redeemed directly by
the issuer via mail.
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NOTE: THE COMPLIANCE OFFICER OF THE FUND MAY DENY APPROVAL OF
ANY TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE
RULE, EVEN IF NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS,
IF HE/SHE REASONABLY BELIEVES THAT DENYING PRECLEARANCE IS
NECESSARY FOR THE PROTECTION OF A FUND. ANY SUCH DENIAL MAY BE
APPEALED TO THE FUND'S COUNSEL. THE DECISION OF COUNSEL SHALL
BE FINAL.
D. Open Order Rule: No Access Person, Advisory Person or
Portfolio Manager may purchase or sell, directly or
indirectly, any security in which he has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership, when a Fund has a pending "buy" or "sell" order for
that security of the same type (i.e. buy or sell) as the
proposed personal trade, until the Fund's order is executed or
withdrawn.
Exceptions: The following securities transactions are exempt
from the Open Order Rule:
1. Purchases or sales of up to 500 shares of
securities of issuers in the S&P 500 at the
time of the transaction.
2. Purchases or sales approved by the
Compliance Officer of the Fund in his/her
discretion.
ANY PROFITS REALIZED ON A PERSONAL TRADE IN VIOLATION OF THIS
SECTION 1D MUST BE DISGORGED.
E. Blackout Rule: If a Portfolio Manager's Managed Fund
holds a security that is the subject of a proposed personal
trade by that Portfolio Manager, such personal trade may be
permitted only as follows:
1. If the proposed personal trade is on the
same side as the last Managed Fund
transaction in that security, the personal
trade cannot occur within two days of such
Managed Fund transaction (i.e. neither at T
nor T + 1 calendar day).
2. If the proposed personal trade is on the
opposite side of the last Managed Fund
transaction in that security, the personal
trade cannot occur unless (a) it is more
than two days after the Managed Fund
transaction (i.e. T + 2 calendar days or
later) AND (b) the Preclearance Request, if
required for such personal transaction (i.e.
it is not eligible for the exception of
securities listed in the S&P 500 to the
Preclearance Rule), sets forth, to the
reasonable satisfaction of the Compliance
Officer, an explanation of the reasons the
Managed Fund is not effecting a similar
transaction.
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Transactions permitted under the Blackout Rule must also
satisfy the Open Order Rule and the Preclearance Rule if and
to the extent the transaction is not covered by exceptions to
those rules.
ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL
TRADE IN VIOLATION OF THIS SECTION 1E MUST BE DISGORGED.
F. Holding Period Rule: Access Persons, Advisory Persons and
Portfolio Managers must hold each Security, for a period of
not less than sixty (60) days, whether or not the purchase
of such Security was an exempt transaction under any other
provision of Section 4.
ANY PROFITS REALIZED ON TRADING IN CONTRAVENTION OF THIS
POLICY MUST BE DISGORGED.
G. No Access Person, Advisory Person or portfolio manager
shall annually accept any gift or other item of more than $100
in value from any person or entity that does business with or
on behalf of the Fund.
H. No Advisory Person shall serve on the board of directors of
a publicly traded company without prior authorization by the
President or the Compliance Officer of the Fund. If board
service is authorized, such Advisory Person shall have no role
in making investment decisions with respect to the publicly
traded company.
2. EXEMPTED TRANSACTIONS
The prohibitions of Section 1 of this Code shall not
apply to:
A. Purchases or sales effected in any account over which
the Access Person has no direct or indirect influence or
control in the reasonable estimation of the Compliance
Officer.
B. Purchases or sales of securities (1) not eligible for
purchase or sale by the Fund; or (2) specified from time to
time by the Trustees, subject to such rules, if any, as the
Trustees shall specify.
C. Purchases or sales which are non-volitional on the part of
either the Access Person or the Fund.
D. Purchases of shares necessary to establish an automatic
dividend reinvestment plan or pursuant to an automatic
dividend reinvestment plan, and subsequent sales of such
securities.
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E. Purchases 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
sales of such rights so acquired.
F. Purchase or sale of securities issued by Phoenix Investment
Partners, Ltd. unless otherwise restricted.
Automatic dividend reinvestment plan investments (DRIP's) for stock in publicly
traded companies are also exempt from the advance clearance requirement and the
quarterly reporting requirement; however, DRIP acquisitions should be reported
on an annual basis.
3. ACCOUNTS COVERED
Advance clearance must be obtained for any personal
transaction in a security by an officer, director or
employee of an Adviser if such person has, or as a
result of the transaction acquires, any direct or
indirect beneficial ownership in the security.
The term "beneficial ownership" is defined by rules
of the SEC which will be applicable in all cases.
Generally, under the SEC rules, a person is regarded
as having beneficial ownership of securities held in
the name of:
a) a husband, wife or a minor child;
b) a relative (including in-laws, step-
children, or step-parents) sharing the same
house;
c) anyone else if the officer, director or
employee:
(i) obtains benefits substantially
equivalent to ownership of
the securities; or
(ii) can obtain ownership of the
securities immediately or at some
future time.
4. EXEMPTION FROM CLEARANCE REQUIREMENT
Clearance is not required for any account over which an
officer, director or employee has no influence or control;
however, the existence of such an account must be reported to
the Compliance Officer. The Compliance Officer, in his sole
discretion, has the authority to request further information
and documentation regarding any account over which an officer,
director or employee reports he has no influence or control.
B. REPORT OF TRANSACTIONS
1. TRANSACTIONS AND ACCOUNTS COVERED
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a) All personal transactions in any account for
which advance clearance is required must
also be reported in the next quarterly
transaction report after the transaction is
effected.
b) Every officer, director and employee of an
Adviser must file a report when due even if
such person made no purchases or sales of
securities during the period covered by the
report.
2. TIME OF REPORTING
A. Reports of personal transactions must be
made within 10 days after the end of each
calendar quarter. Thus, reports are due on
the 10th day of January, April, July and
October.
B. The January Report also requires an annual
listing of all non-exempt securities
holdings as of December 31 of the preceding
year (a current listing will also be
required upon the effectiveness of this
Policy Statement). New employees will be
required to provide a listing of all
non-exempt securities holdings as of the
date of commencement of employment.
3. FORM OF REPORTING
The report must be on the form provided by the
Compliance Department. A copy of the form is
attached.
4. RESPONSIBILITY TO REPORT
The responsibility for taking the initiative to
report is imposed on each individual required to make
a report. Any effort by the Compliance Department to
facilitate the reporting process does not change or
alter that responsibility.
5. WHERE TO FILE REPORT
All reports must be filed with the Compliance
Department.
6. CODE OF ETHICS REPORTS
In addition, "Access Persons" of Phoenix/Zweig
Advisers LLC. The Zweig Fund, Inc., The Zweig Total
Return Fund, Inc., Phoenix-Zweig
9
<PAGE>
Trust, Euclid Advisors LLC (i) are required to make
any reports required under the Code of Ethics of such
advisers or funds, as the case may be, and (ii) must
comply with all the other provisions (including the
personal trading restrictions) of such Code of
Ethics.
C. HIGH-RISK TRADING ACTIVITIES
Certain high-risk trading activities, if used in the management of a
personal trading portfolio, are risky not only because of the nature of
the securities transactions themselves, but also because of the
potential that action necessary to close out the transactions may
become prohibited during the pendency of the transactions. Examples of
such activities include short sales of common stock and trading in
derivative instruments such as option contracts to purchase ("call") or
sell ("put") securities at certain predetermined prices. Officers,
directors and employees of the Advisers should understand that short
sales and trading in derivative instruments involve special risks -
derivative instruments, for example, ordinarily have greater price
volatility than the underlying security. The fulfillment of the
obligations owed by each officer, director and employee to his or her
employer may heighten those risks. For example, if an Adviser becomes
aware of material, nonpublic information about the issuer of the
underlying securities, such Adviser's personnel may find themselves
"frozen" in a position in a derivative security. The Advisers will not
bear any losses resulting in personal accounts through the
implementation of this Policy Statement.
D. RESTRICTIONS ON DISCLOSURES
Officers, directors and employees of the Advisers shall not disclose
any nonpublic information (whether or not it is material) relating to
the Advisers or their securities transactions on behalf of clients to
any person outside an Adviser (unless such disclosure has been
authorized by such Adviser). Material, nonpublic information may not be
communicated to anyone, including persons within an Adviser, except as
provided in Section I above. Such information must be secured. For
example, access to files containing material, nonpublic information and
computer files containing such information should be restricted, and
conversations containing such information, if appropriate at all,
should be conducted in private (for example, not by cellular telephone,
to avoid potential interception).
E. REVIEW
The Compliance Officer will review and consider any proper request of
an officer, director or employee of an Adviser for relief or exemption
from any restriction, limitation or procedure contained herein, which
restriction, limitation or procedure is claimed to cause a hardship for
such person. The Compliance Officer's decision is completely within his
sole discretion.
F. SERVICE AS DIRECTOR
No officer, director or employee of an Adviser may serve on the board
of any company whose securities are publicly traded (other than a
registered investment company
10
<PAGE>
managed by an Adviser) without prior approval of the Compliance
Officer. If such approval is granted, it will be subject to the
implementation of appropriate procedures to isolate investment
personnel serving as directors from making investment decisions for an
account managed by such Adviser concerning the company in question.
G. GIFTS
No officer, director or employee of an Adviser shall accept, directly
or indirectly, anything of value, including gifts and gratuities, in
excess of $100 per year from any person or entity that does business
with any Adviser. This restriction does not apply to bona fide dining
or bona fide entertainment if, during such dining or entertainment, the
officer, director or employee is with the person or representative of
the entity that does business with the Adviser.
11
<PAGE>
4. ACKNOWLEDGEMENT
I have read and understand this Policy Statement on Insider Trading. I
certify that I have, to date, complied and will continue to comply with this
Policy Statement. I understand that any violation of this Policy Statement may
lead to sanctions, including dismissal.
-------------------------------------------- --------------
(Signature) (Date)
--------------------------------------------
(Print name)
form 2a
12
<PAGE>
SECTION III. SUPERVISORY PROCEDURES
The Advisers have assigned the Compliance Officer the primary
responsibility for the implementation and maintenance of the Advisers' policy
and procedures against insider trading. Supervisory Procedures can be divided
into two classifications - prevention of insider trading and detection of
insider trading.
1. PREVENTION OF INSIDER TRADING
To prevent insider trading, the Compliance Officer should:
i. provide, on a regular basis, an education program to
familiarize officers, directors and employees with the
Advisers' policy and procedures;
ii. answer questions regarding the Advisers' policy and
procedures;
iii. resolve issues of whether information received by an officer,
director or employee of an Adviser is material and nonpublic and
determine what action, if any, should be taken;
iv. review on a regular basis and update as necessary an Adviser's
policy and procedures;
v. when it has been determined that an officer, director or
employee of an Adviser has material, nonpublic information:
1. implement measures to prevent dissemination of such
information, and
2. if necessary, restrict officers, directors and
employees from trading the securities; and
vi. promptly review, and either approve or disapprove, in writing,
each request of an officer, director or employee of an Adviser
for clearance to trade in specified securities.
2. DETECTION OF INSIDER TRADING
To detect insider trading, the Compliance Officer should:
i. review the trading activity reports filed by each
officer, director and employee;
ii. review the trading activity of mutual funds and
private accounts managed by the Advisers;
iii. review trading activity (if any) of an Adviser's own
account;
iv. promptly investigate all reports of any possible
violations of the Advisers' Policy and Procedures to
Detect and Prevent Insider Trading; and
13
<PAGE>
v. coordinate the review of such reports with other
appropriate officers, directors or employees of an Adviser.
3. SANCTIONS
Upon discovering a violation of this Code, the Board of Trustees of the
Fund may impose such sanctions as it deems appropriate, including inter alia, a
letter of censure or suspension or termination of employment, or suspension of
personal trading privileges for such period as it may deem appropriate.
4. GENERAL REPORTS TO MANAGEMENT
On an as-needed or periodic basis, the Advisers may find it useful for
the Compliance Officer to prepare a written report to the management and/or
Board of Directors of an Adviser setting forth some or all of the following:
i. a summary of existing procedures to detect and
prevent insider trading;
ii. a summary of any changes in procedures made in the
last year;
iii. full details of any investigation since the last
report (either internal or by a regulatory agency) of
any suspected insider trading, the results of the
investigation and a description of any changes in procedures
prompted by any such investigation;
iv. an evaluation of the current procedures and a
description of any anticipated changes in procedures; and
v. a description of the Advisers' continuing educational
program regarding insider trading, including the dates of such
programs since the last report to management.
form 2a
rv 9/00
INVESTMENT REPORTING MATRIX
(Appendix A to Code of Ethics)
14
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Type of Investment Reportable Preclearance
----------------- ---------- ------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
Bank Conversions YES YES
--------------------------------------------------------------------------------------------------------------------------------
Bankers Acceptance NO NO
--------------------------------------------------------------------------------------------------------------------------------
Blind Trusts YES NO
--------------------------------------------------------------------------------------------------------------------------------
Call/Matured Securities YES NO
--------------------------------------------------------------------------------------------------------------------------------
Cash Management Accounts (No Securities Trading)* NO NO
--------------------------------------------------------------------------------------------------------------------------------
Closely Held Corporate Stock YES NO
--------------------------------------------------------------------------------------------------------------------------------
Co-op Apartment Shares NO NO
--------------------------------------------------------------------------------------------------------------------------------
Commercial Paper NO NO
--------------------------------------------------------------------------------------------------------------------------------
Convertible Bonds YES YES
--------------------------------------------------------------------------------------------------------------------------------
CORPORATE BONDS YES YES
--------------------------------------------------------------------------------------------------------------------------------
CORPORATE MERGERS/TENDERS YES NO
--------------------------------------------------------------------------------------------------------------------------------
Dividend Reinvestment Plans YES- annually NO
--------------------------------------------------------------------------------------------------------------------------------
FAMILY BUSINESS (PRIVATE) NO NO
--------------------------------------------------------------------------------------------------------------------------------
Foreign Government Bonds YES YES
--------------------------------------------------------------------------------------------------------------------------------
Futures YES YES
--------------------------------------------------------------------------------------------------------------------------------
GIFTS OF SECURITIES YES NO
--------------------------------------------------------------------------------------------------------------------------------
Initial Public Offering NOT ALLOWED N/A
--------------------------------------------------------------------------------------------------------------------------------
Insurance Company Conversions YES YES
--------------------------------------------------------------------------------------------------------------------------------
Limit Orders/Good Til Canceled YES Every Other Day
--------------------------------------------------------------------------------------------------------------------------------
Money Market Funds- Direct NO NO
--------------------------------------------------------------------------------------------------------------------------------
Municipal Bonds YES YES
--------------------------------------------------------------------------------------------------------------------------------
Mutual Funds- Closed End YES YES
--------------------------------------------------------------------------------------------------------------------------------
Mutual Funds- Open End- Direct NO NO
--------------------------------------------------------------------------------------------------------------------------------
Opening of a Bank Trading Account YES YES
--------------------------------------------------------------------------------------------------------------------------------
Opening of a Brokerage Account YES YES
--------------------------------------------------------------------------------------------------------------------------------
Options (60 + days) YES YES
--------------------------------------------------------------------------------------------------------------------------------
Private Partnerships- Affiliated ** NO NO
--------------------------------------------------------------------------------------------------------------------------------
Private Investment Partnerships- Unaffiliated YES YES
--------------------------------------------------------------------------------------------------------------------------------
Restricted Stock (Private Placements) YES YES
--------------------------------------------------------------------------------------------------------------------------------
Rights Offering (including over subscriptions)-Exercising YES NO
--------------------------------------------------------------------------------------------------------------------------------
Savings Accounts NO NO
--------------------------------------------------------------------------------------------------------------------------------
Stock- Purchase/Sales YES YES
--------------------------------------------------------------------------------------------------------------------------------
Stock- Short Sales YES YES
--------------------------------------------------------------------------------------------------------------------------------
Stock- Dividends/Splits YES-annually NO
--------------------------------------------------------------------------------------------------------------------------------
SYSTEMATIC INVESTMENT PLAN WITH CORPORATE ISSUER YES-annually NO
--------------------------------------------------------------------------------------------------------------------------------
Transfer of a Brokerage Account YES YES
--------------------------------------------------------------------------------------------------------------------------------
Trust Accounts YES See Compliance
--------------------------------------------------------------------------------------------------------------------------------
Unit Investment Trust YES NO
--------------------------------------------------------------------------------------------------------------------------------
US Government Securities NO NO
--------------------------------------------------------------------------------------------------------------------------------
US Savings Bonds (EE) NO NO
--------------------------------------------------------------------------------------------------------------------------------
Variable Annuities NO NO
--------------------------------------------------------------------------------------------------------------------------------
WRAP ACCOUNTS YES See Compliance
--------------------------------------------------------------------------------------------------------------------------------
Zweig Fund/Zweig Total Return Fund YES See Compliance and Legal
--------------------------------------------------------------------------------------------------------------------------------
* REGISTERED REPRESENTATIVES MUST RECEIVE PERMISSION FROM THEIR RESPECTIVE BROKER/DEALER TO OPEN THIS ACCOUNT.
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
** THIS INFORMATION WILL NOT BE REPORTABLE TO COMPLIANCE; HOWEVER, THE INFORMATION WILL BE MAINTAINED BY THE
--------------------------------------------------------------------------------------------------------------------------------
PARTNERSHIPS' GENERAL COUNSEL.
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
1/1/98
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
--------------------------------------------------------------------------------
CODE OF ETHICS
--------------------------------------------------------------------------------
PHOENIX-EUCLID FUNDS
I. INTRODUCTION
This Code of Ethics ("Code") is adopted by Euclid Mutual Funds (the
"Funds"), in keeping with the general principles and objectives set forth in
Sections II and III below and in light of the Funds' fiduciary obligations to
their shareholders.
II. GENERAL PRINCIPLES
SHAREHOLDER INTERESTS COME FIRST; AVOID ACTUAL AND POTENTIAL CONFLICTS
OF INTEREST
It is the duty of all trustees, officers and employees of the Funds to
conduct themselves in conformance with their fiduciary and ethical obligations
and not to take inappropriate advantage of their positions. Therefore, each such
individual (i) has a duty at all times to place the interests of Fund
shareholders first; and (ii) must conduct his or her personal securities
transactions consistent with this Code and in such a manner so as to avoid any
actual or potential conflict of interest or any abuse of that individual's
position of trust and responsibility.
III. OBJECTIVE
The Securities and Exchange Commission's code of ethics rule contained
in the Investment Company Act of 1940 under Rule 17j-1 makes it unlawful for
certain persons associated with investment companies to engage in conduct which
is deceitful, fraudulent or manipulative, or which involves false or misleading
statements, in connection with the purchase or sale of a security held or
proposed to be acquired by an investment company. The objective of this Code is
to set forth certain standards with respect to the behavior of certain
individuals associated with the Fund (herein called "Access Persons") within the
general principles set forth above. Access Persons generally include all
trustees, officers and employees of the Fund (and, in each case, their
respective family members). In addition, Access Persons do not include any
trustee of the Funds who is not an "interested person" of the Funds who does not
have knowledge of the day-to-day investment activities of the Funds.
<PAGE>
IV. PERSONAL TRANSACTIONS IN SECURITIES
1. PROHIBITED ACTIVITIES
A. IPO Rule: No Access Person, Advisory Person or Portfolio
Manager may purchase securities in an Initial Public Offering,
except with the prior approval of the Compliance Officer of
the Fund. This rule also applies to IPO's offered through the
Internet.
B. Private Placement Rule: No Access Person, Advisory Person
or Portfolio Manager may purchase securities in a Private
Placement unless such purchase has been approved by the
Compliance Officer of the Fund. Any such approved purchase
should be disclosed to the Fund if that issuer's securities
are being considered for purchase or sale by the Fund.
C. Preclearance Rule: No Access Person, Advisory Person or
Portfolio Manager may purchase or sell a security unless such
purchase or sale has been precleared by the Compliance Officer
of the Fund. Preclearance is required prior to executing a
trade through a personal Internet brokerage account. It is
also required for trades in securities valued at $5.00 or
less, and for option trades, including but not limited to
puts, calls and well-known stock indices (e.g. the S&P 500).
Preclearance is valid through the business day next following
the day preclearance is given.
Exceptions: The following securities transactions do not
require preclearance :
1. Purchases or sales of up to 500 shares of
securities of issuers ranked in the Standard
& Poor's 500 Composite Stock Index (S&P 500)
at the time of purchase or sale. The
Compliance Officer of the Fund shall
distribute an updated list of such
securities quarterly. A copy of the list
will be maintained on the Intranet web site
for Phoenix Investment Partners, Ltd. and
will be updated quarterly.
2. Purchase orders sent directly to the issuer
via mail (other than in connection with a
Private Placement) or sales of such
securities which are redeemed directly by
the issuer via mail.
NOTE: THE COMPLIANCE OFFICER OF THE FUND MAY DENY APPROVAL OF
ANY TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE
RULE, EVEN IF NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS,
IF HE/SHE REASONABLY BELIEVES THAT DENYING PRECLEARANCE IS
NECESSARY FOR THE PROTECTION OF A FUND. ANY SUCH DENIAL MAY BE
APPEALED TO THE FUND'S COUNSEL. THE DECISION OF COUNSEL SHALL
BE FINAL.
D. Open Order Rule: No Access Person, Advisory Person or
Portfolio Manager may purchase or sell, directly or
indirectly, any security in which he has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership, when a Fund has a pending "buy" or "sell" order for
that security of
2
<PAGE>
the same type (i.e. buy or sell) as the proposed personal
trade, until the Fund's order is executed or withdrawn.
Exceptions: The following securities transactions are exempt
from the Open Order Rule:
1. Purchases or sales of up to 500 shares of
securities of issuers in the S&P 500 at the
time of the transaction.
2. Purchases or sales approved by the
Compliance Officer of the Fund in his/her
discretion.
ANY PROFITS REALIZED ON A PERSONAL TRADE IN VIOLATION OF THIS
SECTION 1D MUST BE DISGORGED.
E. Blackout Rule: If a Portfolio Manager's Managed Fund holds
a security that is the subject of a proposed personal trade by
that Portfolio Manager, such personal trade may be permitted
only as follows:
1. If the proposed personal trade is on the
same side as the last Managed Fund
transaction in that security, the personal
trade cannot occur within two days of such
Managed Fund transaction (i.e. neither at T
nor T + 1 calendar day).
2. If the proposed personal trade is on the
opposite side of the last Managed Fund
transaction in that security, the personal
trade cannot occur unless (a) it is more
than two days after the Managed Fund
transaction (i.e. T + 2 calendar days or
later) AND (b) the Preclearance Request, if
required for such personal transaction (i.e.
it is not eligible for the exception of
securities listed in the S&P 500 to the
Preclearance Rule), sets forth, to the
reasonable satisfaction of the Compliance
Officer, an explanation of the reasons the
Managed Fund is not effecting a similar
transaction.
Transactions permitted under the Blackout Rule must also
satisfy the Open Order Rule and the Preclearance Rule if and
to the extent the transaction is not covered by exceptions to
those rules.
ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL
TRADE IN VIOLATION OF THIS SECTION 1E MUST BE DISGORGED.
F. Holding Period Rule: Access Persons, Advisory Persons and
Portfolio Managers must hold each Security, for a period of
not less than sixty (60) days, whether or not the purchase of
such Security was an exempt transaction under any other
provision of Section 4.
ANY PROFITS REALIZED ON TRADING IN CONTRAVENTION OF THIS
POLICY MUST BE DISGORGED.
3
<PAGE>
G. No Access Person, Advisory Person or portfolio manager
shall annually accept any gift or other item of more than $100
in value from any person or entity that does business with or
on behalf of the Fund.
H. No Advisory Person shall serve on the board of directors of
a publicly traded company without prior authorization by the
President or the Compliance Officer of the Fund. If board
service is authorized, such Advisory Person shall have no role
in making investment decisions with respect to the publicly
traded company.
2. EXEMPTED TRANSACTIONS
The prohibitions of Section 1 of this Code shall not apply to:
A. Purchases or sales effected in any account over which
the Access Person has no direct or indirect influence or
control in the reasonable estimation of the Compliance
Officer.
B. Purchases or sales of securities (1) not eligible for
purchase or sale by the Fund; or (2) specified from time to
time by the Trustees, subject to such rules, if any, as the
Trustees shall specify.
C. Purchases or sales which are non-volitional on the part of
either the Access Person or the Fund.
D. Purchases of shares necessary to establish an automatic
dividend reinvestment plan or pursuant to an automatic
dividend reinvestment plan, and subsequent sales of such
securities.
E. Purchases 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
sales of such rights so acquired.
F. Purchase or sale of securities issued by Phoenix Investment
Partners, Ltd. unless otherwise restricted.
Automatic dividend reinvestment plan investments (DRIP's) for stock in publicly
traded companies are also exempt from the advance clearance requirement and the
quarterly reporting requirement; however, DRIP acquisitions should be reported
on an annual basis.
3. ACCOUNTS COVERED
Advance clearance must be obtained for any personal
transaction in a security by an Access Person if such Access Person has, or as a
result of the transaction acquires, any direct or indirect beneficial ownership
in the security.
4
<PAGE>
The term "beneficial ownership" is defined by rules of the SEC
which will be applicable in all cases. Generally, under the
SEC rules, a person is regarded as having beneficial ownership
of securities held in the name of:
a) a husband, wife or a minor child;
b) a relative (including in-laws, step-
children, or step-parents) sharing the
same house;
c) anyone else if the Access Person:
(i) obtains benefits substantially
equivalent to ownership of the
securities; or
(ii) can obtain ownership of the securities
immediately or at some future time.
4. EXEMPTION FROM CLEARANCE REQUIREMENT
Clearance is not required for any account over which the
Access Person has no influence or control; however, the existence of such an
account must be reported to the Compliance Officer. The Compliance Officer, in
his sole discretion, has the authority to request further information and
documentation regarding any account over which an Access Person reports he has
no influence or control.
5. REPORT OF TRANSACTIONS
A. TRANSACTIONS AND ACCOUNTS COVERED
i) All personal transactions in any account for
which advance clearance is required must
also be reported in the next quarterly
transaction report after the transaction is
effected.
ii) Every Access Person must file a report when
due even if such person made no purchases or
sales of securities during the period
covered by the report.
iii) Trustees who are "interested persons" but
who, pursuant to Section III, are exempt
from advance clearance are subject to the
quarterly personal transaction reporting
requirements of 2.A below.
B. TIME OF REPORTING
i). Reports of personal transactions must be
made within 10 days after the end of each
calendar quarter. Thus, reports are due on
the 10th day of January, April, July and
October.
5
<PAGE>
ii). The January Report also requires an annual
listing of all non-exempt securities
holdings as of December 31 of the preceding
year (a current listing will also be
required upon the effectiveness of this
Code). New employees will be required to
provide a listing of all non-exempt
securities holdings as of the date of
commencement of employment.
C. FORM OF REPORTING
The report must be on the form provided by
the Compliance Department. A copy of the
form is attached.
D. RESPONSIBILITY TO REPORT
The responsibility for taking the initiative
to report is imposed on each individual
required to make a report. Any effort by the
Compliance Department to facilitate the
reporting process does not change or alter
that responsibility.
E. WHERE TO FILE REPORT
All reports must be filed with the
Compliance Department.
V. REVIEW
The Compliance Officer will review and consider any proper request of
an Access Person for relief or exemption from any restriction, limitation or
procedure contained herein, which restriction, limitation or procedure is
claimed to cause a hardship for such Access Person. The Compliance Officer's
decision is completely within his sole discretion.
VI. SERVICE AS TRUSTEE
No Access Person may serve on the board of any company whose securities
are publicly traded (other than a closed-end investment company to which the
Funds' investment adviser or an affiliate thereof is the investment adviser)
without prior approval of the Funds' Board of Trustees. If such approval is
granted, it will be subject to the implementation of appropriate procedures to
isolate investment personnel serving as trustees from making investment
decisions for the Funds concerning the company in question.
VII. GIFTS
No Access Person shall accept, directly or indirectly, anything of
value, including gifts and gratuities, in excess of $100 per year from any
person or entity that does business with the Funds. This restriction does not
apply to bona fide dining or bona fide
6
<PAGE>
entertainment if, during such dining or
entertainment, the Access Person is with the person or representative of the
entity that does business with the Funds.
VIII. SANCTIONS
Upon discovering a violation of this Code, the Board of Trustees of the
Fund may impose such sanctions as it deems appropriate, including inter
alia, a letter of censure or suspension or termination of employment,
or suspension of personal trading privileges for such period as it may
deem appropriate.
IX. REPORTS TO THE TRUST'S BOARD OF TRUSTEES:
ANNUAL
The Trust's management shall prepare an annual report to the Trust's
Board of Trustees, which report shall (i) summarize existing procedures
concerning personal investing and any changes in the procedures made
during the past year, (ii) summarize any material violations requiring
significant remedial action during the past year, (iii) identify any
recommended changes in existing restrictions or procedures based upon
the Trust's experience under this Code, evolving industry practices, or
developments in applicable laws or regulations, and (iv) include such
other information as the Board of Trustees of the Trust may request.
SPECIAL
PROMPTLY UPON LEARNING OF A SERIOUS VIOLATION OF THE TRUST'S CODE,
MANAGEMENT WILL PREPARE A WRITTEN REPORT TO THE BOARD PROVIDING FULL
DETAILS, WHICH MAY INCLUDE (1) THE NAME OF THE PARTICULAR SECURITIES
INVOLVED, IF ANY; (2) THE DATE(S) MANAGEMENT LEARNED OF SUCH VIOLATION
AND BEGAN INVESTIGATING; (3) THE ACCOUNT(S) AND INDIVIDUAL(S) INVOLVED;
(4) ANY ACTIONS TAKEN AS A RESULT OF THE INVESTIGATION; AND (5)
RECOMMENDATIONS FOR FURTHER ACTION.
X. EFFECTIVE DATE
All employees, officers and trustees of the Trust (other than trustees
who are not interested persons of the Trust) are required to sign a copy of this
Code indicating their agreement to abide by the terms of this Code.
In addition, all employees, officers and trustees of the Trust (other
than trustees who are not interested persons of the Trust) will be required to
certify annually that (i) they have read and understand the terms of this Code
and recognize the responsibilities and obligations incurred by their being
subject to this Code, and (ii) they are in compliance with the requirements of
this Code, including but not limited to the preclearance for Access Persons and
the reporting of all non-exempt personal securities transactions in accordance
with this Code.
7
<PAGE>
XI. CERTIFICATION
I have read and understand the terms of the above Code of Ethics. I
recognize the responsibilities and obligations incurred by me as a result of my
being subject to this Code of Ethics. I hereby agree to abide by the above Code
of Ethics.
------------------------------------------ ----------------------
(Signature) (Date)
------------------------------------------
(Print name)
form 7a
ea; rv 9/00
8
