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Exhibit 23(p)(vii)
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
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SUMMARY Wellington Management Company, llp and its affiliates
have a fiduciary duty to investment company and
investment counseling clients which requires each
employee to act solely for the benefit of clients.
Also, each employee has a duty to act in the best
interest of the firm. In addition to the various laws
and regulations covering the firm's activities, it is
clearly in the firm's best interest as a professional
investment advisory organization to avoid potential
conflicts of interest or even the appearance of such
conflicts with respect to the conduct of the firm's
employees. Wellington Management's personal trading
and conduct must recognize that the firm's clients
always come first, that the firm must avoid any
actual or potential abuse of our positions of trust
and responsibility, and that the firm must never take
inappropriate advantage of its positions. While it is
not possible to anticipate all instances of potential
conflict, the standard is clear.
In light of the firm's professional and legal
responsibilities, we believe it is appropriate to
restate and periodically distribute the firm's Code
of Ethics to all employees. It is Wellington
Management's aim to be as flexible as possible in its
internal procedures, while simultaneously protecting
the organization and its clients from the damage that
could arise from a situation involving a real or
apparent conflict of interest. While it is not
possible to specifically define and prescribe rules
regarding all possible cases in which conflicts might
arise, this Code of Ethics is designed to set forth
the policy regarding employee conduct in those
situations in which conflicts are most likely to
develop. If an employee has any doubt as to the
propriety of any activity, he or she should consult
the President or Regulatory Affairs Department.
The Code reflects the requirements of United States
law, Rule 17j-1 of the Investment Company Act of
1940, as amended on October 29, 1999, as well as the
recommendations issued by an industry study group in
1994, which were strongly supported by the SEC. The
term "Employee" includes all employees and Partners.
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POLICY ON PERSONAL Essentially, this policy requires that all personal
SECURITIES TRANSACTIONS securities transactions (including acquisitions or
dispositions other than through a purchase or sale)
by all Employees must be cleared prior to execution.
The only exceptions to this policy of prior clearance
are noted below.
Definition of "Personal Securities Transactions"
The following transactions by Employees are
considered "personal" under applicable SEC rules and
therefore subject to this statement of policy:
1
Transactions for an Employee's own account, including
IRA's.
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Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------- -----------------------------------------------------
2
Transactions for an account in which an Employee has
indirect beneficial ownership, unless the Employee
has no direct or indirect influence or control over
the account. Accounts involving family (including
husband, wife, minor children or other dependent
relatives), or accounts in which an Employee has a
beneficial interest (such as a trust of which the
Employee is an income or principal beneficiary) are
included within the meaning of "indirect beneficial
interest".
If an Employee has a substantial measure of influence
or control over an account, but neither the Employee
nor the Employee's family has any direct or indirect
beneficial interest (e.g., a trust for which the
Employee is a trustee but not a direct or indirect
beneficiary), the rules relating to personal
securities transactions are not considered to be
directly applicable. Therefore, prior clearance and
subsequent reporting of such transactions are not
required. In all transactions involving such an
account an Employee should, however, conform to the
spirit of these rules and avoid any activity which
might appear to conflict with the investment company
or counseling clients or with respect to the
Employee's position within Wellington Management. In
this regard, please note "Other Conflicts of
Interest", found later in this Code of Ethics, which
does apply to such situations.
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PRECLEARANCE EXCEPT AS SPECIFICALLY EXEMPTED IN THIS SECTION, ALL
REQUIRED EMPLOYEES MUST CLEAR PERSONAL SECURITIES TRANSACTIONS
PRIOR TO EXECUTION. This includes bonds, stocks
(including closed end funds), convertibles,
preferreds, options on securities, warrants, rights,
etc., for domestic and foreign securities, whether
publicly traded or privately placed. The only
exceptions to this requirement are automatic dividend
reinvestment and stock purchase plan acquisitions,
broad-based stock index and US government securities
futures and options on such futures, transactions in
open-end mutual funds, US Government securities,
commercial paper, or non-volitional transactions.
Non-volitional transactions include gifts to an
Employee over which the Employee has no control of
the timing or transactions which result from
corporate action applicable to all similar security
holders (such as splits, tender offers, mergers,
stock dividends, etc.). Please note, however, that
most of these transactions must be reported even
though they do not have to be precleared. See the
following section on reporting obligations. Clearance
for transactions must be obtained by contacting the
Director of Global Equity Trading or those personnel
designated by him for this purpose. Requests for
clearance and approval for transactions may be
communicated orally or via email. The Trading
Department will maintain a log of all requests for
approval as coded confidential records of the firm.
Private placements (including both securities and
partnership interests) are subject to special
clearance by the Director of Regulatory Affairs,
Director of Enterprise
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Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------- -----------------------------------------------------
Risk Management or the General Counsel, and the
clearance will remain in effect for a reasonable
period thereafter, not to exceed 90 days.
CLEARANCE FOR PERSONAL SECURITIES TRANSACTIONS FOR
PUBLICLY TRADED SECURITIES WILL BE IN EFFECT FOR ONE
TRADING DAY ONLY. THIS "ONE TRADING DAY" POLICY IS
INTERPRETED AS FOLLOWS:
O IF CLEARANCE IS GRANTED AT A TIME WHEN THE
PRINCIPAL MARKET IN WHICH THE SECURITY TRADES IS
OPEN, CLEARANCE IS EFFECTIVE FOR THE REMAINDER OF
THAT TRADING DAY UNTIL THE OPENING OF THAT MARKET
ON THE FOLLOWING DAY.
O IF CLEARANCE IS GRANTED AT A TIME WHEN THE
PRINCIPAL MARKET IN WHICH THE SECURITY TRADES IS
CLOSED, CLEARANCE IS EFFECTIVE FOR THE NEXT
TRADING DAY UNTIL THE OPENING OF THAT MARKET ON
THE FOLLOWING DAY.
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FILING OF REPORTS Records of personal securities transactions by
Employees will be maintained. All Employees are
subject to the following reporting requirements:
1
Duplicate Brokerage Confirmations
All Employees must require their securities brokers
to send duplicate confirmations of their securities
transactions to the Regulatory Affairs Department.
Brokerage firms are accustomed to providing this
service. Please contact Regulatory Affairs to obtain
a form letter to request this service. Each employee
must return to the Regulatory Affairs Department a
completed form for each brokerage account that is
used for personal securities transactions of the
Employee. Employees should not send the completed
forms to their brokers directly.
The form must be completed and returned to the
Regulatory Affairs Department prior to any
transactions being placed with the broker. The
Regulatory Affairs Department will process the
request in order to assure delivery of the confirms
directly to the Department and to preserve the
confidentiality of this information. When possible,
the transaction confirmation filing requirement will
be satisfied by electronic filings from securities
depositories.
2
Filing of Quarterly Report of all "Personal
Securities Transactions"
SEC rules require that a quarterly record of all
personal securities transactions be submitted by each
person subject to the Code's requirements and that
this record be available for inspection. To comply
with these rules, every Employee must file a
quarterly personal securities transaction report
within 10 calendar days after the end of each
calendar quarter. Reports are filed electronically
utilizing the firm's proprietary
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Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------- -----------------------------------------------------
Personal Securities Transaction Reporting System
(PSTRS) accessible to all Employees via the
Wellington Management Intranet.
At the end of each calendar quarter, Employees will
be notified of the filing requirement. Employees are
responsible for submitting the quarterly report
within the deadline established in the notice.
Transactions during the quarter indicated on
brokerage confirmations or electronic filings are
displayed on the Employee's reporting screen and must
be affirmed if they are accurate. Holdings not
acquired through a broker submitting confirmations
must be entered manually. All Employees are required
to submit a quarterly report, even if there were no
reportable transactions during the quarter.
Employees must also provide information on any new
brokerage account established during the quarter
including the name of the broker, dealer or bank and
the date the account was established.
IMPORTANT NOTE: The quarterly report must include the
required information for all "personal securities
transactions" as defined above, except transactions
in open-end mutual funds, money market securities, US
Government securities, and futures and options on
futures on US government securities. Non-volitional
transactions and those resulting from corporate
actions must also be reported even though
preclearance is not required and the nature of the
transaction must be clearly specified in the report.
3
Certification of Compliance
As part of the quarterly reporting process on PSTRS,
Employees are required to confirm their compliance
with the provisions of this Code of Ethics.
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Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------- -----------------------------------------------------
4
Filing of Personal Holding Report Annually, all
Employees must file a schedule indicating their
personal securities holdings as of December 31 of
each year by the following January 30. SEC Rules
require that this report include the title, number of
shares and principal amount of each security held in
an Employee's personal account, and the name of any
broker, dealer or bank with whom the Employee
maintains an account. "Securities" for purposes of
this report are those which must be reported as
indicated in the prior paragraph. Newly hired
Employees are required to file a holding report
within ten (10) days of joining the firm. Employees
may indicate securities held in a brokerage account
by attaching an account statement, but are not
required to do so, since these statements contain
additional information not required by the holding
report.
5
Review of Reports
All reports filed in accordance with this section
will be maintained and kept confidential by the
Regulatory Affairs Department. Reports will be
reviewed by the Director of Regulatory Affairs or
personnel designated by her for this purpose.
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RESTRICTIONS ON While all personal securities transactions must be
"PERSONAL SECURITIES cleared prior to execution, the following guidelines
TRANSACTIONS" indicate which transactions will be prohibited,
discouraged, or subject to nearly automatic
clearance. The clearance of personal securities
transactions may also depend upon other
circumstances, including the timing of the proposed
transaction relative to transactions by our
investment counseling or investment company clients;
the nature of the securities and the parties involved
in the transaction; and the percentage of securities
involved in the transaction relative to ownership by
clients. The word "clients" refers collectively to
investment company clients and counseling clients.
Employees are expected to be particularly sensitive
to meeting the spirit as well as the letter of these
restrictions.
Please note that these restrictions apply in the case
of debt securities to the specific issue and in the
case of common stock, not only to the common stock,
but to any equity-related security of the same issuer
including preferred stock, options, warrants, and
convertible bonds. Also, a gift or transfer from you
(an Employee) to a third party shall be subject to
these restrictions, unless the donee or transferee
represents that he or she has no present intention of
selling the donated security.
1
No Employee may engage in personal transactions
involving any securities which are:
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Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------- -----------------------------------------------------
o being bought or sold on behalf of clients until
one trading day after such buying or selling is
completed or canceled. In addition, no Portfolio
Manager may engage in a personal transaction
involving any security for 7 days prior to, and 7
days following, a transaction in the same security
for a client account managed by that Portfolio
Manager without a special exemption. See
"Exemptive Procedures" below. Portfolio Managers
include all designated portfolio managers and
others who have direct authority to make
investment decisions to buy or sell securities,
such as investment team members and analysts
involved in Research Equity portfolios. All
Employees who are considered Portfolio Managers
will be so notified by the Regulatory Affairs
Department.
o the subject of a new or changed action
recommendation from a research analyst until 10
business days following the issuance of such
recommendation;
o the subject of a reiterated but unchanged
recommendation from a research analyst until 2
business days following reissuance of the
recommendation
o actively contemplated for transactions on behalf
of clients, even though no buy or sell orders have
been placed. This restriction applies from the
moment that an Employee has been informed in any
fashion that any Portfolio Manager intends to
purchase or sell a specific security. This is a
particularly sensitive area and one in which each
Employee must exercise caution to avoid actions
which, to his or her knowledge, are in conflict or
in competition with the interests of clients.
2
The Code of Ethics strongly discourages short term
trading by Employees. In addition, no Employee may
take a "short term trading" profit in a security,
which means the sale of a security at a gain (or
closing of a short position at a gain) within 60 days
of its purchase, without a special exemption. See
"Exemptive Procedures". The 60 day prohibition does
not apply to transactions resulting in a loss, nor to
futures or options on futures on broad-based
securities indexes or US government securities.
<PAGE> 7
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------- -----------------------------------------------------
3
No Employee engaged in equity or bond trading may
engage in personal transactions involving any equity
securities of any company whose primary business is
that of a broker/dealer.
4
Subject to preclearance, Employees may engage in
short sales, options, and margin transactions, but
such transactions are strongly discouraged,
particularly due to the 60 day short term
profit-taking prohibition. Any Employee engaging in
such transactions should also recognize the danger of
being "frozen" or subject to a forced close out
because of the general restrictions which apply to
personal transactions as noted above. In specific
case of hardship an exception may be granted by the
Director of Regulatory Affairs or her designee upon
approval of the Ethics Committee with respect to an
otherwise "frozen" transaction.
5
No Employee may engage in personal transactions
involving the purchase of any security on an initial
public offering. This restriction also includes new
issues resulting from spin-offs, municipal securities
and thrift conversions, although in limited cases the
purchase of such securities in an offering may be
approved by the Director of Regulatory Affairs or her
designee upon determining that approval would not
violate any policy reflected in this Code. This
restriction does not apply to open-end mutual funds,
U. S. government issues or money market investments.
6
EMPLOYEES MAY NOT PURCHASE SECURITIES IN PRIVATE
PLACEMENTS UNLESS APPROVAL OF THE DIRECTOR OF
REGULATORY AFFAIRS, DIRECTOR OF ENTERPRISE RISK
MANAGEMENT OR THE GENERAL COUNSEL HAS BEEN OBTAINED.
This approval will be based upon a determination that
the investment opportunity need not be reserved for
clients, that the Employee is not being offered the
investment opportunity due to his or her employment
with Wellington Management and other relevant factors
on a case-by-case basis. If the Employee has
portfolio management or securities analysis
responsibilities and is granted approval to purchase
a private placement, he or she must disclose the
privately placed holding later if asked to evaluate
the issuer of the security. An independent review of
the Employee's analytical work or decision to
purchase the security for a client account will then
be performed by another investment professional with
no personal interest in the transaction.
GIFTS AND OTHER Employees should not seek, accept or offer any gifts
SENSITIVE PAYMENTS or favors of more than minimal value or any
preferential treatment in dealings with any client,
broker/dealer, portfolio company, financial
institution or any other organization with whom the
firm
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Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------- -----------------------------------------------------
transacts business. Occasional participation in
lunches, dinners, cocktail parties, sporting
activities or similar gatherings conducted for
business purposes are not prohibited. However, for
both the Employee's protection and that of the firm
it is extremely important that even the appearance of
a possible conflict of interest be avoided. Extreme
caution is to be exercised in any instance in which
business related travel and lodgings are paid for
other than by Wellington Management, and prior
approval must be obtained from the Regulatory Affairs
Department.
Any question as to the propriety of such situations
should be discussed with the Regulatory Affairs
Department and any incident in which an Employee is
encouraged to violate these provisions should be
reported immediately. An explanation of all
extraordinary travel, lodging and related meals and
entertainment is to be reported in a brief memorandum
to the Director of Regulatory Affairs.
p Employees must not participate individually or on
behalf of the firm, a subsidiary, or any client,
directly or indirectly, in any of the following
transactions:
1
Use of the firm's funds for political purposes.
2
Payment or receipt of bribes, kickbacks, or payment
or receipt of any other amount with an understanding
that part or all of such amount will be refunded or
delivered to a third party in violation of any law
applicable to the transaction.
3
Payments to government officials or employees (other
than disbursements in the ordinary course of business
for such legal purposes as payment of taxes).
4
Payment of compensation or fees in a manner the
purpose of which is to assist the recipient to evade
taxes, federal or state law, or other valid charges
or restrictions applicable to such payment.
5
Use of the funds or assets of the firm or any
subsidiary for any other unlawful or improper
purpose.
<PAGE> 9
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------- -----------------------------------------------------
OTHER CONFLICTS Employees should also be aware that areas other than
OF INTEREST personal securities transactions or gifts and
sensitive payments may involve conflicts of interest.
The following should be regarded as examples of
situations involving real or potential conflicts
rather than a complete list of situations to avoid.
"Inside Information"
Specific reference is made to the firm's policy on
the use of "inside information" which applies to
personal securities transactions as well as to client
transactions.
Use of Information
Information acquired in connection with employment by
the organization may not be used in any way which
might be contrary to or in competition with the
interests of clients. Employees are reminded that
certain clients have specifically required their
relationship with us to be treated confidentially.
Disclosure of Information
Information regarding actual or contemplated
investment decisions, research priorities or client
interests should not be disclosed to persons outside
our organization and in no way can be used for
personal gain.
Outside Activities
All outside relationships such as directorships or
trusteeships of any kind or membership in investment
organizations (e.g., an investment club) must be
cleared by the Director of Regulatory Affairs prior
to the acceptance of such a position. As a general
matter, directorships in unaffiliated public
companies or companies which may reasonably be
expected to become public companies will not be
authorized because of the potential for conflicts
which may impede our freedom to act in the best
interests of clients. Service with charitable
organizations generally will be authorized, subject
to considerations related to time required during
working hours and use of proprietary information.
Exemptive Procedure
The Director of Regulatory Affairs, the Director of
Enterprise Risk Management, the General Counsel or
the Ethics Committee can grant exemptions from the
personal trading restrictions in this Code upon
determining that the transaction for which an
exemption is requested would not result in a conflict
of interest or violate any other policy embodied in
this Code. Factors to be considered may include: the
size and holding period of the Employee's position in
the security, the market capitalization of the
issuer, the liquidity of the security, the reason for
the Employee's requested transaction, the amount and
timing of client trading in the same or a related
security, and other relevant factors.
<PAGE> 10
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------- -----------------------------------------------------
Any Employee wishing an exemption should submit a
written request to the Director of Regulatory Affairs
setting forth the pertinent facts and reasons why the
employee believes that the exemption should be
granted. Employees are cautioned that exemptions are
intended to be exceptions, and repetitive exemptive
applications by an Employee will not be well
received.
Records of the approval of exemptions and the reasons
for granting exemptions will be maintained by the
Regulatory Affairs Department.
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COMPLIANCE WITH THE Adherence to the Code of Ethics is considered a basic
CODE OF ETHICS condition of employment with our organization. The
Ethics Committee monitors compliance with the Code
and reviews violations of the Code to determine what
action or sanctions are appropriate.
Violations of the provisions regarding personal
trading will presumptively be subject to being
reversed in the case of a violative purchase, and to
disgorgement of any profit realized from the position
(net of transaction costs and capital gains taxes
payable with respect to the transaction) by payment
of the profit to any client disadvantaged by the
transaction, or to a charitable organization, as
determined by the Ethics Committee, unless the
Employee establishes to the satisfaction of the
Ethics Committee that under the particular
circumstances disgorgement would be an unreasonable
remedy for the violation.
Violations of the Code of Ethics may also adversely
affect an Employee's career with Wellington
Management with respect to such matters as
compensation and advancement.
Employees must recognize that a serious violation of
the Code of Ethics or related policies may result, at
a minimum, in immediate dismissal. Since many
provisions of the Code of Ethics also reflect
provisions of the US securities laws, Employees
should be aware that violations could also lead to
regulatory enforcement action resulting in suspension
or expulsion from the securities business, fines and
penalties, and imprisonment.
Again, Wellington Management would like to emphasize
the importance of obtaining prior clearance of all
personal securities transactions, avoiding prohibited
transactions, filing all required reports promptly
and avoiding other situations which might involve
even an apparent conflict of interest. Questions
regarding interpretation of this policy or questions
related to specific situations should be directed to
the Regulatory Affairs Department or Ethics
Committee.
Revised: March 1, 2000
<PAGE> 11
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------- -----------------------------------------------------
