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Exhibit 99(p)(iii)
ENHANCED INVESTMENT TECHNOLOGIES, INC.
CODE OF ETHICS
1. PURPOSES
The Code has been adopted by Enhanced Investment Technologies, Inc.
("Intech"), in accordance with Rule 17j-1 (the "Rule") under the
Investment Company Act of 1940 (the "Company Act"). As an investment
adviser to various registered investment companies (each a "Fund"), Intech
has identified the following responsibilities:
A. THE DUTY AT ALL TIMES TO PLACE THE INTERESTS OF CLIENTS FIRST.
Intech personnel should scrupulously avoid serving their own personal
interests ahead of the interests of our clients (including our mutual
fund clients) in any decision relating to their personal investments.
B. THE REQUIREMENT THAT ALL PERSONAL SECURITIES TRANSACTIONS BE CONDUCTED
CONSISTENT WITH THE CODE AND IN SUCH A MANNER AS TO AVOID ANY ACTUAL OR
POTENTIAL CONFLICT OF INTEREST OR ANY ABUSE OF AN INDIVIDUAL'S POSITION
OF TRUST AND RESPONSIBILITY.
Intech personnel must not only seek to achieve technical compliance
with the Code but should strive to abide by its spirit and the
principles articulated herein.
C. THE FUNDAMENTAL STANDARD THAT INTECH PERSONNEL SHOULD NOT TAKE
INAPPROPRIATE ADVANTAGE OF THEIR POSITIONS.
Intech personnel must avoid any situation that might compromise, or
call into question, their exercise of fully independent judgment in the
interest of clients, including, but not limited to the receipt of
unusual investment opportunities, perquisites, or gifts of more than a
de minimis value from persons doing or seeking business with a Fund.
2. FRAUDULENT ACTIVITIES UNDER THE RULE
The Rule generally proscribes fraudulent or manipulative practices with
respect to a purchase or sale of a security held or to be acquired (as
such term is defined in the Rule).
Such activities include:
A. employing any devise, scheme to defraud a Fund;
B. To make to a Fund any untrue statement of a material fact or omit to
state to a Fund a material fact necessary in order to make the
statements made, in light of the circumstances under which they are
made, not misleading;
C. To engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon any Fund; or
D. To engage in any manipulative practice with respect to a Fund.
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3. DEFINITIONS
(a) "Access Person" means any trustee, officer, general partner or
Advisory Person (including any Investment Personnel, as that term is
defined herein) of Intech.
(b) "Advisory Person" means (i) any employee of Intech (or of any
company in a control relationship to Intech who, in connection with
his or her regular functions or duties, makes, participates in, or
obtains information regarding the purchase or sale of a security by
a 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 a Fund who obtains
information concerning recommendations made to a Fund with regard to
the purchase or sale of a security.
(c) "Beneficial Ownership" will be interpreted in the same manner as it
would be under Securities Exchange Act Rule 16a-1(a)(2) in
determining which security holdings of a person are subject to the
reporting and short-swing profit 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 will apply to all securities which an Access
Person has or acquires.
(d) "Compliance Officer" means the person designated by Intech as having
responsibility for compliance with the requirements of the Code.
(e) "Control" will have the same meaning as that set forth in Section
2(a)(9) of the Company Act.
(f) "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 Act. An interested Trustee who would not otherwise
be deemed to be an Access Person, shall be treated as a
Disinterested Trustee for purposes of compliance with the provisions
of the Code.
(g) "Initial Public Offering" means an offering of securities registered
under the Securities Act of 1933, the issuer of which, immediately
before the registration, was not subject to the reporting
requirements of sections 13 or 15(d) of the Securities Exchange Act
of 1934.
(h) "Investment Personnel" means: (a) Portfolio Managers and other
Advisory Persons who provide investment information and/or advice to
the Portfolio Manager(s) and/or help execute a Portfolio Manager's
investment decisions, including securities analysts and traders;
(i) "Portfolio Manager" means any Advisory Person who has the direct
responsibility and authority to make investment decisions for a
Fund.
(j) "Private Placement" means a limited offering that is exempt from
registration under the Securities Act of 1933 pursuant to section
4(2) or section 4(6) or pursuant to rule 504, rule 505 or rule 506
under such Securities Act.
(k) "Security" will have the meaning set forth in Section 2(a)(36) of
the Act, except that it will not include shares of registered
open-end investment companies, direct obligations of the Government
of the United States, short-term debt securities which are
"government securities" within the meaning of Section 2(a)(16) of
the Act, bankers' acceptances, bank
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certificates of deposit, commercial paper and such other money
market instruments as are designated by the Compliance Officer. For
purposes of the Code, an "equivalent Security" is one that has a
substantial economic relationship to another Security. This would
include, among other things, (1) a Security that is exchangeable for
or convertible into another Security, (2) with respect to an equity
Security, a Security having the same issuer (including a private
issue by the same issuer) and any derivative, option or warrant
relating to that Security and (3) with respect to a fixed-income
Security, a Security having the same issuer, maturity, coupon and
rating.
(l) "Security held or to be acquired" means any Security or any
equivalent Security which, within the most recent 15 days: (1) is or
has been held by a Fund; or (2) is being considered for purchase by
the Fund.
4. APPLICABILITY
The Code applies to all Access Persons and the Compliance Officer shall
provide each Access Person with a copy of the Code. The prohibitions
described below will only apply to a transaction in a Security in which
the designated Access Person has, or by reason of such transaction
acquires, any direct or indirect Beneficial Ownership. The Compliance
Officer will maintain a list of all Access Persons who are currently, and
within the past five years, subject to, the Code.
5. PROHIBITED PURCHASES AND SALES
A. INITIAL PUBLIC OFFERINGS
No Investment Personnel may acquire any Securities in an initial public
offering. For purposes of this restriction, "Initial Public Offerings"
shall not include offerings of government and municipal securities.
B. PRIVATE PLACEMENTS
No Investment Personnel may acquire any Securities in a Private
Placement without prior approval.
(i) Prior approval must be obtained in accordance with the
preclearance procedure described in Section 6 below. Such
approval will take into account, among other factors, whether
the investment opportunity should be reserved for a Fund and
whether the opportunity is being offered to the Investment
Personnel by virtue of his or her position with Intech. The
Compliance Officer shall maintain a record of such prior
approval and reason for same, for at least 5 years after the
end of the fiscal year in which the approval is granted.
(ii) Investment Personnel who have been authorized to acquire
Securities in a Private Placement must disclose that
investment to Intech's chief investment officer (including his
or her designee) or the Compliance Officer when they play a
part in any subsequent consideration of an investment by a
Fund in the issuer. In such circumstances, a Fund's decision
to purchase Securities of the issuer will be subject to an
independent review by appropriate personnel with no personal
interest in the issuer.
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C. BLACKOUT PERIODS
(i) Except as provided in Section 5 below, Access Persons are
prohibited from executing a Securities transaction on a day
during which any Fund has a pending "buy" or "sell" order in
the same or an equivalent Security and until such time as that
order is executed or withdrawn; provided, however, that this
prohibition shall not apply to Disinterested Trustees except
if they have actual knowledge of trading by any Fund. A
"pending 'buy' or 'sell' order" exists when a decision to
purchase or sell a Security has been made and communicated.
(ii) Portfolio Managers are prohibited from buying or selling a
Security within seven calendar days before or after a Fund
trades in the same or an equivalent Security. Nevertheless, a
personal trade by any Investment Personnel shall not prevent a
Fund from trading in the same or an equivalent security.
However, such a transaction shall be subject to independent
review by the Compliance Officer.
(iii) If trades are effected during the periods proscribed in (i) or
(ii) above, except as provided in (iv) below with respect to
(i) above, any profits realized on such trades will be
promptly required to be disgorged to the Fund.
(iv) A transaction by Access Persons (other than Investment
Personnel) inadvertently effected during the period proscribed
in (i) above will not be considered a violation of the Code
and disgorgement will not be required so long as the
transaction was effected in accordance with the preclearance
procedures described in Section 6 below and without prior
knowledge of trading by a Fund in the same or an equivalent
Security.
D. SHORT-TERM TRADING PROFITS
Except as provided in Section 6 below, Investment Personnel are
prohibited from profiting from a purchase and sale, or sale and
purchase, of the same or an equivalent Security within any 60 calendar
day period. If trades are effected during the proscribed period, any
profits realized on such trades will be immediately required to be
disgorged to the Fund.
E. SHORT SALES
No Access Person may sell any security short which is owned by a Fund.
Access Persons may, however make short sales when he/she owns an
equivalent amount of the same security.
F. OPTIONS
No Access Person may write a naked call option or buy a naked put
option on a security owned by a Fund. Access Persons may purchase
options on securities not held by a Fund, or purchase call options or
write put options on securities owned by a Fund, subject to
preclearance and the same restrictions applicable to other Securities.
Access Persons may write covered call options or buy covered put
options on a Security owned by a Fund at the discretion of the
Compliance Officer.
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6. EXEMPTED TRANSACTIONS
The prohibitions of Sections 4(C) and 4(D) will not apply to the
following:
(a) Purchases or sales of Securities effected in any account over which
the Access Person has no direct or indirect influence or control or
in any account of the Access Person which is managed on a
discretionary basis by a person other than such Access Person and
with respect to which such Access Person does not in fact influence
or control such transactions.
(b) Purchases or sales of Securities (or their equivalents) which are
not eligible for purchase or sale by a Fund
(c) Purchases or sales of Securities which are non-volitional on the
part of either the Access Person or a Fund.
(d) Purchases of Securities which are part of an automatic dividend
reinvestment plan.
(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) Any equity Securities transaction, or series of related transactions
effected over a 30 calendar day period, involving 500 shares or less
in the aggregate, if (i) the Access Person has no prior knowledge of
activity in such security by a Fund and (ii) the issuer is listed on
The New York Stock Exchange or has a market capitalization
(outstanding shares multiplied by the current price per share)
greater than $1 billion (or a corresponding market capitalization in
foreign markets).
(g) Any fixed-income Securities transaction, or series of related
transactions effected over a 30 calendar day period, involving 100
units ($100,000 principal amount) or less in the aggregate, if the
Access Person has no prior knowledge of transactions in such
Securities by a Fund.
(h) Any transaction in index options effected on a broad-based index.
(i) Purchases or sales of Securities which receive the prior approval of
the Compliance Officer (such person having no personal interest in
such purchases or sales), based on a determination that no abuse is
involved and that such purchases and sales are not likely to have
any economic impact on a Fund or on its ability to purchase or sell
Securities of the same class or other Securities of the same issuer.
(j) Purchases or sales of Unit Investment Trusts.
7. PRECLEARANCE
Access Persons (other than Disinterested Trustees) must preclear all
personal Securities investments with the exception of those identified in
subparts (a), (b), (c), (d), (h) and (j) of Section 6 above. Personal
investments identified in subparts (e), (f), and (g) require preclearance
only when the securities are eligible for investment by a Fund.
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All requests for preclearance must be submitted to the Compliance Officer
for approval. All approved orders must be executed no later than 5:00 p.m.
local time on the business day following the date preclearance is granted.
If any order is not timely executed, a request for preclearance must be
resubmitted.
8. REPORTING
(a) Disinterested Trustees shall report to the Secretary of a Fund or
the Compliance Officer the information described in Section 7(b)
hereof with respect to transactions in any Security in which such
Disinterested Trustee has, or by reason of such transaction
acquires, any direct or indirect Beneficial Ownership in the
Security only if such Disinterested Trustee, at the time of that
transaction knew or, in the ordinary course of fulfilling his or her
official duties as a Trustee of a Fund, should have known that,
during the 15-day period immediately preceding or subsequent to the
date of the transaction in a Security by such Trustee, such Security
is or was purchased or sold by a Fund or was being considered for
purchase or sale by a Fund,; provided, however, that a Disinterested
Trustee is not required to make a report with respect to
transactions effected in any account over which such Trustee does
not have any direct or indirect influence or control or in any
account of the Disinterested Trustee which is managed on a
discretionary basis by a person other than such Trustee and with
respect to which such Trustee does not in fact influence or control
such transactions. The Secretary of a Fund or the Compliance Officer
shall maintain such reports and such other records to the extent
required by the Rule.
(b) Every report required by Section 7(a) hereof shall be made not later
than ten 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;
(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 that the report is submitted.
(c) Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he
or she has any direct or indirect Beneficial Ownership in the
Security to which the report relates.
9. RECORDS OF SECURITIES TRANSACTIONS AND POST-TRADE REVIEW
Access Persons (other than Disinterested Trustees) are required to direct
their brokers to supply, on a timely basis, duplicate copies of
confirmations of all personal Securities transactions and copies of
periodic statements for all Securities accounts in which such Access
Persons have a Beneficial Ownership interest to the Compliance Officer.
Such instructions must be made upon becoming an Access Person and promptly
as new accounts are established, but no later than ten
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days after the end of a calendar quarter, with respect to any account
established by the Access Person in which any securities were held during
the quarter for the direct or indirect beneficial interest of the Access
Person. Notification must be made in writing and a copy of the
notification must be submitted to Compliance. This notification will
include the broker, dealer or bank with which the account was established
and the date the account was established.
Compliance with this Code requirement will be deemed to satisfy the
reporting requirements imposed on Access Persons under the Rule, provided,
however, that such confirmations and statements contain all the
information required by Section 8 hereof and are furnished within the time
period required by such section.
The Compliance Officer will periodically review the personal investment
activity and holdings reports of all Access Persons (including
Disinterested Trustees with respect to Securities transactions reported
pursuant to Section 8 above).
10. DISCLOSURE OF PERSONAL HOLDINGS; INITIAL AND ANNUAL HOLDINGS REPORTS
Within ten days after an individual first becomes an Access Person and
thereafter on an annual basis, each Access Person (other than
Disinterested Trustees) must disclose all personal Securities holdings.
Such disclosure must be made in writing and be as of the date the
individual first became an Access Person with respect to the initial
report and by January 30 of each year, including holdings information as
of December 31, with respect to the annual report. All such reports shall
include the following: title, number of shares and principal amount of
each security held, name of broker, dealer or bank with whom these
securities are held and the date of submission by the Access Person.
11. GIFTS
Access Persons are prohibited from receiving any gift or other thing of
more than $100 in value from any person or entity that does business with
or on behalf of the Fund. Occasional business meals or entertainment
(theatrical or sporting events, etc.) are permitted so long as they are
not excessive in number or cost.
12. SERVICE AS A DIRECTOR
Investment Personnel are prohibited from serving on the boards of
directors of publicly traded companies; absent prior authorization based
upon a determination that the board service would be consistent with the
interests of the Fund and its shareholders. In the limited instances that
such board service is authorized, Investment Personnel will be isolated
from those making investment decisions affecting transactions in
Securities issued by any publicly traded company on whose board such
Investment Personnel serves as a director through the use of "Chinese
Wall" or other procedures designed to address the potential conflicts of
interest.
13. CERTIFICATION OF COMPLIANCE WITH THE CODE
Access Persons are required to certify annually as follows:
(i) that they have read and understood the Code;
(ii) that they recognize that they are subject to the Code;
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(iii) that they have complied with the requirements of the Code; and
(iv) that they have disclosed or reported all personal Securities
transactions required to be disclosed or reported pursuant to the
requirements of the Code.
14. CODE VIOLATIONS
The Compliance Officer will report to the Board of Trustees of all Funds
for which Intech acts as subadviser any material violations under the
Code, the Rule, or the procedures adopted, on a quarterly basis.
15. REVIEW BY THE BOARD OF TRUSTEES
The Board of Trustees of any Fund for which Intech provides advisory
services will be provided with an annual report which at a minimum:
(i) certifies to the Board that Intech has adopted procedures reasonably
necessary to prevent its Access Persons from violating its Code.
(ii) summarizes existing procedures concerning personal investing and any
changes in the procedures made during the preceding year;
(iii) identifies material Code or procedural violations and sanctions
imposed in response to those material violations; and
(iv) identifies any recommended changes in existing restrictions or
procedures based upon the Fund's experience under the Code, evolving
industry practices, or developments in applicable laws and
regulations.
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