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Exhibit 23(p)(iv)
SENECA CAPITAL MANAGEMENT
CODE OF ETHICS
AMENDED AND RESTATED
DATED MARCH 31, 2000
As an investment adviser, Seneca Capital Management LLC ("Seneca") is a
fiduciary. It owes its clients the highest duty of loyalty and relies on each
employee to avoid conduct that is or may be inconsistent with that duty. It is
also important for employees to avoid actions that, while they may not actually
involve a conflict of interest or an abuse of a client's trust, may have the
appearance of impropriety.
Because Seneca serves as investment manager to registered investment companies
("Fund Clients"), Seneca is required to adopt a code of ethics setting forth
policies and procedures, including the imposition of restrictions on itself and
employees, to the extent reasonably necessary to prevent certain violations of
rules under the Investment Company Act of 1940. This Code of Ethics and Conduct
(the "Code") is intended to set forth those policies and procedures and to state
Seneca's broader policies regarding its duty of loyalty to clients.
1. Statement of Ethical Principles
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
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
(1)
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Exhibit 23(p)(iv)
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. For
purposes of Section 4, "Access Person" shall not include
Advisory Persons nor Portfolio Managers. The Compliance
Officer of each Fund shall maintain a list of the Fund's
Access Persons.
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.
(2)
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Exhibit 23(p)(iv)
3. Exempted Transactions
The prohibitions of Section 4 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.
4. Prohibited Activities
A. IPO Rule: No 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.
B. Private Placement Rule: No 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. Such consideration for purchase
or sale shall be conducted by a person other than the
interested Advisory Person or Portfolio Manager.
C. Preclearance Rule: No Access Person, Advisory Person nor
Portfolio Manager may purchase or sell a security unless such
purchase or sale has been precleared by the Compliance Officer
of the Fund. Preclearance shall be valid through the business
day next following the day preclearance is given.
Exceptions: The following securities transactions are exempt
from the pre-clearance requirement:
1. Purchases or sales of up to 500 shares of
securities of issuers ranked within the top
200 of the Standard & Poor's 500 Composite
Stock Index (S&P 500) (the "Large Cap List")
at the time of purchase or sale. The
(3)
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Exhibit 23(p)(iv)
Compliance Officer of the Fund shall
distribute an updated list of such
securities 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 issuer on the Large Cap List
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 Large Cap List
exception 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.
(4)
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Exhibit 23(p)(iv)
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, other than those
described in Section 3B, (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) 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 Advisory Person shall accept any gift or other item of
more than de minimis 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
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:
(5)
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Exhibit 23(p)(iv)
(i) The date of the transaction, the title and the
number of shares, and the principal amount of each
security involved;
(ii) The nature of the transaction (i.e., purchase,
sale, or any other type of acquisition or
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. This
annual report shall 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.
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
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.
(6)
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Exhibit 23(p)(iv)
SENECA CAPITAL MANAGEMENT
CODE OF ETHICS
ADDENDUM
As stated in Section 3B(2) of the Code of Ethics, the Trustees/Directors may
specify from time to time, EXEMPTED TRANSACTIONS, which are purchases or sales
of securities, which are exempt from Section 4 of the Code.
The following transactions have been specified as EXEMPT TRANSACTIONS by the
Trustees/Directors:
1. Purchases or sales of securities issued by Phoenix Investment
Partners, Ltd.
2. Purchases or sales by Directors or Trustees who are not employees of the
adviser or distributor of a fund or any affiliates thereof provided such
Director or Trustee does not obtain information concerning recommendations
to the Fund regarding the purchase or sale of a security.
(8)
