<PAGE> 1
EXHIBIT (p)(6)
COLUMBUS CIRCLE INVESTORS
CODE OF ETHICS
Effective July 1, 1999
INTRODUCTION
FIDUCIARY DUTY
This Code of Ethics is based on the principle that you, as a Managing
Director, officer or employee of Columbus Circle Investors, owe a fiduciary
duty to the shareholders of the registered investment companies (the Funds) and
other clients (together with the Funds, the Advisory Clients) for which
Columbus Circle Investors serves as an advisor or subadvisor. Accordingly, you
must avoid activities, interests and relationships that might interfere or
appear to interfere with making decisions in the best interests of our Advisory
Clients.
At all times, you must:
1. PLACE THE INTERESTS OF OUR ADVISORY CLIENTS FIRST. In other
words, as a fiduciary you must scrupulously avoid serving your
own personal interests ahead of the interests of our Advisory
Clients. You may not cause an Advisory Client to take action,
or not to take action, for your personal benefit rather than
the benefit of the Advisory Client. For example, you would
violate this Code if you caused an Advisory Client to purchase
a Security you owned for the purpose of increasing the price
of that Security. If you are a portfolio manager or an
employee who provides information or advice to a portfolio
manager or helps execute a portfolio manager's decisions
(each, a Portfolio Employee), you would also violate this Code
if you made a personal investment in a Security that might be
an appropriate investment for an Advisory Client without first
considering the Security as an investment for the Advisory
Client.
2. CONDUCT ALL OF YOUR PERSONAL SECURITIES TRANSACTIONS IN FULL
COMPLIANCE WITH THIS CODE. You must not take any action in
connection with your personal investments that could cause
even the appearance of unfairness or impropriety. Accordingly,
you must comply with the policies and procedures set forth in
this Code under the heading Personal Securities Transactions.
Doubtful situations should be resolved against your personal
trading.
<PAGE> 2
3. AVOID TAKING INAPPROPRIATE ADVANTAGE OF YOUR POSITION. The
receipt of investment opportunities, gifts or gratuities from
persons seeking business with Columbus Circle Investors
directly or on behalf of an Advisory Client could call into
question the independence of your business judgment.
Accordingly, you must comply with the policies and procedures
set forth in this Code under the heading Fiduciary Duties.
Doubtful situations should be resolved against your personal
interest.
INVESTING IS A GOOD PRACTICE. Columbus Circle Investors believes that
personal investing which is consistent with Columbus Circle Investors'
investment philosophy provides useful training for the investment of our
Advisory Clients assets. Accordingly, Columbus Circle Investors encourages
personal investing. On the other hand, Columbus Circle Investors believes that
short-term trading is inconsistent with the Columbus Circle Investors'
investment philosophy which emphasizes an investment rather than a trading
approach to the achievement of favorable investment results.
APPENDICES
The following appendices are attached to this Code and are a part of
this Code:
I. Form for annual report of personal Securities holdings.
II. Form for acknowledgment of receipt of this Code.
III. Form for annual certification of compliance with this Code.
COMPLIANCE OFFICIALS
The Compliance Committee is comprised of the senior managing
directors: Donald A. Chiboucas, Anthony Rizza, Marc Felman, Clifford Fox and
Robert Fehrmann. The Clearance Officers are Donald A. Chiboucas, Marc S.
Felman, Anthony Rizza and Clifford G. Fox. The Compliance Officer is Marc
Felman. The Compliance Registrar is Beverly Lidstrom. No member of the
Compliance Committee may take part in a decision relating to a Security in
which such person has or, as part of the transaction in question, would acquire
Beneficial Ownership.
QUESTIONS
Questions regarding this Code should be addressed to the Compliance
Officer. As of the effective date of this Code, the Compliance Officer to whom
such questions should be addressed is Marc Felman.
2
<PAGE> 3
FIDUCIARY DUTIES
GIFTS
You may not accept any investment opportunity, gift, gratuity or other
thing of more than nominal value, from any person or entity that does business,
or desires to do business, with Columbus Circle Investors directly or on behalf
of an Advisory Client. You may accept gifts from a single giver so long as
their aggregate annual value does not exceed $100, and you may attend business
meals, sporting events and other entertainment events at the expense of a
giver, so long as the expense is reasonable and both you and the giver are
present.
SERVICE AS A DIRECTOR
You may not serve on the board of directors or other governing board
of a publicly traded company, unless you have received the prior written
approval of the Managing Directors of Columbus Circle Investors. Approval will
be not be given unless a determination is made that your service on the board
would be consistent with the interests of our Advisory Clients. If you are
permitted to serve on the board of a publicly traded company, you will be
isolated from those Portfolio Employees who make investment decisions with
respect to the securities of that company, through a "Chinese Wall" or other
procedures.
PERSONAL SECURITIES TRANSACTIONS
TRADING IN GENERAL
You may not engage, and you may not permit any other person or entity
to engage, in any purchase or sale of a Security (other than an Exempt
Security) in which you have, or by reason of the transaction will acquire,
Beneficial Ownership, unless (i) the transaction is an Exempt Transaction or
(ii) you have complied with the procedures set forth below under Preclearance
Procedures.
SECURITIES
The following are Securities:
Any note, stock, treasury stock, bond, debenture, evidence of
indebtedness, certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, pre-organization certificate or
subscription, transferable share, investment contract, voting-trust
certificate, certificate of deposit for a security, fractional undivided
interest in oil, gas, or other mineral rights, any put, call, straddle, option
or privilege on any security (including a certificate of deposit) or on any
group or index of securities (including any interest therein or based on the
value thereof), or any put, call, straddle, option or privilege entered into on
a national securities exchange relating to foreign currency, or, in general,
any interest or instrument commonly known as a security, or any certificate of
interest or participation in,
3
<PAGE> 4
temporary or interim certificate for, receipt for, guarantee of, or warrant or
right to subscribe to or purchase, any security.
The following are not Securities:
Commodities, futures and options traded on a commodities exchange,
including currency futures. However, futures and options on any group or index
of Securities are Securities.
EXEMPT SECURITIES
The following are Exempt Securities:
Securities issued by the Government of the United States.
Bankers' acceptances, bank certificates of deposit, commercial paper,
bank repurchase agreements and such other money market instruments as may be
designated from time to time by the Compliance Committee of Columbus Circle
Investors.
Shares of registered open-end investment companies.
BENEFICIAL OWNERSHIP
You are considered to have Beneficial Ownership of Securities if you
have or share a direct or indirect Pecuniary Interest in the Securities.
You have a Pecuniary Interest in Securities if you have the
opportunity, directly or indirectly, to profit or share in any profit derived
from a transaction in the Securities.
The following are examples of an indirect Pecuniary Interest in
Securities:
Securities held by members of your immediate family sharing the
same household; however, this presumption may be rebutted by
convincing evidence that profits derived from transactions in
these Securities will not provide you with any economic benefit.
Immediate family means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, and includes any adoptive relationship.
Your interest as a general partner in Securities held by a
general or limited partnership.
Your interest as a manager-member in the Securities held by a
limited liability company.
4
<PAGE> 5
You do not have an indirect Pecuniary Interest in Securities held by a
corporation, partnership, limited liability company or other entity in which
you hold an equity interest, unless you are a controlling equity holder or you
have or share investment control over the Securities held by the entity.
The following circumstances constitute Beneficial Ownership by you of
Securities held by a trust:
Your ownership of Securities as a trustee where either you or
members of your immediate family have a vested interest in the
principal or income of the trust.
Your ownership of a vested beneficial interest in a trust.
Your status as a settlor of a trust, unless the consent of all of
the beneficiaries is required in order for you to revoke the
trust.
EXEMPT TRANSACTIONS
The following are Exempt Transactions:
Any transaction in Securities in an account over which you do not
have any direct or indirect influence or control. There is a
presumption that you can exert some measure of influence or
control over accounts held by members of your immediate family
sharing the same household, but this presumption may be rebutted
by convincing evidence.
Purchases of Securities under dividend reinvestment plans.
Purchases of Securities by exercise of rights issued to the
holders of a class of Securities pro rata, to the extent they are
issued with respect to Securities of which you have Beneficial
Ownership.
Acquisitions or dispositions of Securities as the result of a
stock dividend, stock split, reverse stock split, merger,
consolidation, spin-off or other similar corporate distribution
or reorganization applicable to all holders of a class of
Securities of which you have Beneficial Ownership.
Subject to the restrictions on participation in private
placements set forth below under Private Placements, acquisitions
or dispositions of Securities of a private issuer. A private
issuer is an issuer which has no outstanding publicly-traded
Securities, and no outstanding Securities which are convertible
into or exchangeable for, or represent the right to purchase or
otherwise acquire, publicly-traded Securities. However, you will
have Beneficial Ownership of any Securities held by a private
issuer whose
5
<PAGE> 6
Securities you hold, unless you are not a controlling equity
holder and do not have or share investment control over the
Securities held by the entity.
Transactions in Securities traded within the preceding seven days
by Columbus Circle Investors for an Advisory Client provided that
(i) the trading for the client has been completed and (ii) the
trade in which the Managing Director, officer or employee has or
acquires Beneficial Ownership is not contrary to the trade done
for the Advisory Client. These transactions require preclearance
but are exempt from the prohibition against trades during such
seven-day period.
Transactions in Securities proposed to be traded within the seven
succeeding days by Columbus Circle Investors for an Advisory
Client provided that (i) the trading for the client has not
commenced and (ii) the trade in which the Managing Director,
officer or employee has or acquires Beneficial Ownership is
contrary to the trade proposed for the Advisory Client. These
transactions require preclearance but are exempt from the
prohibition against trades during such seven-day period.
Purchases or sales of up to $1,000,000 in total notional open
interest per calendar month, per index, of exchange-traded
options on broadly-based indices. A broadly-based index is an
index with an average notional open interest during the preceding
calendar quarter in excess of $1 billion.
Any purchase or sale of shares of registered closed-end
investment companies.
Transactions in Securities issued or guaranteed by the State of
Connecticut, its agencies or instrumentalities.
Such other classes of transactions as may be exempted from time
to time by the Compliance Committee. The Compliance Committee may
exempt designated classes of transactions from any of the
provisions of this Code except the provisions set forth below
under Reporting. Any such exemption shall be based upon a
determination by the Compliance Committee that the class of
transaction does not involve any realistic possibility of a
violation of Rule 17j-1 under the Investment Company Act of 1940,
as amended.
6
<PAGE> 7
Such other specific transactions as may be exempted from time to
time by the Compliance Committee or a Compliance Officer on a
case-by-case basis where the equities of the situation support
such an exemption and where the transaction does not involve any
realistic possibility of a violation of Rule 17j-1 under the
Investment Company Act of 1940, as amended. The Compliance
Committee or a Compliance Officer may exempt a specific
transaction from any of the provisions of this Code except the
provisions set forth below under Reporting.
PRECLEARANCE PROCEDURES
If a Securities transaction requires preclearance:
The Securities may not be purchased or sold on any day during
which there is a pending buy or sell order in the same Security
on behalf of an Advisory Client until that order is executed or
withdrawn.
Except as otherwise provided under Exempt Transactions,
Securities may not be purchased or sold during the period which
begins seven full days before and ends seven full days after the
day on which a portfolio Columbus Circle Investors manages trades
in the same Security.
The Securities may be purchased or sold only if you have asked a
Clearance Officer to preclear the purchase or sale, such
Clearance Officer has given you preclearance in writing or by
e-mail, and the purchase or sale is executed by the close of
business on the day preclearance is given. Preclearance will not
be given unless a determination is made that the purchase or sale
complies with this Code and the foregoing restrictions. All
requests for preclearance shall be sent by e-mail to a Clearance
Officer and to the Compliance Registrar.
A copy of all approved preclearance requests must be filed or
sent by the Clearance Officer to the Compliance Registrar.
Any trade for which preclearance is granted remains approved
notwithstanding a subsequent decision by Columbus Circle Investors to trade in
such security for client accounts.
INITIAL PUBLIC OFFERINGS
If you are a Portfolio Employee, you may not acquire Beneficial
Ownership of any Securities (other than Exempt Securities) in an initial public
offering.
7
<PAGE> 8
PRIVATE PLACEMENTS
If you are a Portfolio Employee, you may not acquire Beneficial
Ownership of any Securities (other than Exempt Securities) in a private
placement, unless you have received the prior written approval of a majority of
the Compliance Committee of Columbus Circle Investors. Approval will be not be
given unless a determination is made that the investment opportunity has not
been offered to you by virtue of your position.
If you have acquired Beneficial Ownership in Securities in a private
placement, you must disclose your investment when you play a part in any
consideration of an investment by an Advisory Client in the issuer of the
Securities, and any decision to make such an investment must be independently
reviewed by a portfolio manager who does not have Beneficial Ownership of any
Securities of the issuer.
SHORT-TERM TRADING PROFITS
Because Columbus Circle Investors believes that investing and not
short-term trading is the appropriate investment approach, short-term (60 days
or shorter holding period) trading is discouraged. A pattern of short-term
trading will result in the Compliance Committee withholding clearance on future
trading requests.
You are considered to profit from a short-term trade if Securities of
which you have Beneficial Ownership are sold for more than their purchase
price, even though the Securities purchased and the Securities sold are held of
record or beneficially by different persons or entities.
This section does not apply to Exempt Transactions.
REPORTING
USE OF BROKER-DEALERS
You may not engage, and you may not permit any other person or entity
to engage, in any purchase or sale of a publicly traded Security (other than an
Exempt Security) of which you have, or by reason of the transaction will
acquire, Beneficial Ownership, except through a registered broker-dealer.
8
<PAGE> 9
REPORTING OF TRANSACTIONS
You must cause each broker-dealer who maintains an account for
Securities of which you have Beneficial Ownership, to provide to the Compliance
Registrar, on a timely basis, duplicate copies of confirmations of all
transactions in the account and of periodic statements for the account and you
must report to the Compliance Officer, on a timely basis, all transactions
affected without the use of a broker in Securities (other than Exempt
Securities) of which you have Beneficial Ownership.
ANNUAL REPORTS
If you are a Portfolio Employee, you must disclose your holdings of
all Securities (other than Exempt Securities) of which you have Beneficial
Ownership upon commencement of your employment by Columbus Circle Investors or
the effective date of this Code, whichever occurs later, and annually
thereafter. The form for this purpose is attached to this Code as Appendix III.
COMPLIANCE
CERTIFICATE OF RECEIPT
You are required to acknowledge receipt of your copy of this Code. A
form for this purpose is attached to this Code as Appendix I.
CERTIFICATE OF COMPLIANCE
You are required to certify upon commencement of your employment or
the effective date of this Code, whichever occurs later, and annually
thereafter, that you have read and understand this Code and recognize that you
are subject to this Code. Each annual certificate will also state that you have
complied with the requirements of this Code during the prior year, and that you
have disclosed, reported, or caused to be reported all transactions during the
prior year in Securities of which you had or acquired Beneficial Ownership. A
form for this purpose is attached to this Code as Appendix II.
REMEDIAL ACTIONS
If you violate this Code, you are subject to remedial actions, to be
imposed by the Compliance Committee of Columbus Circle Investors, which may
include, but are not limited to, disgorgement of profits, imposition of a
substantial fine, demotion, suspension or termination.
9
<PAGE> 10
Appendix I
COLUMBUS CIRCLE INVESTORS
CODE OF ETHICS
ACKNOWLEDGEMENT OF RECEIPT OF CODE OF ETHICS
I acknowledge that I have received a copy of the Columbus Circle
Investors Code of Ethics dated July 1, 1999.
Date:
---------------------------- -----------------------------------
Signature
-----------------------------------
Print Name
10
<PAGE> 11
Appendix II
COLUMBUS CIRCLE INVESTORS
CODE OF ETHICS
ACKNOWLEDGEMENT OF CERTIFICATION
I hereby certify that I have read and understand the Code of Ethics
dated July 1, 1999. I recognize that I must disclose or report all personal
securities transactions required to be disclosed or reported thereunder and
comply in all other respects with the requirements of such Codes. I certify
that I have, to date, complied and agree to comply in the future with the
Codes. I also agree to cooperate fully with any investigation or inquiry as to
whether a possible violation of the foregoing Codes has occurred. I understand
that any failure to comply in all aspects with the foregoing and these Codes
may lead to sanctions, including dismissal.
Date:
---------------------------- -----------------------------------
Signature
-----------------------------------
Print Name
11
<PAGE> 12
Appendix III
COLUMBUS CIRCLE INVESTORS
CODE OF ETHICS
PERSONAL SECURITIES HOLDINGS
In accordance with the Code of Ethics, please provide a list of all
Securities in which you or a Related Account has a Beneficial Interest and all
Securities in non-client accounts for which you make investment decisions. This
includes not only securities held by brokers, but also securities held at home,
in safe deposit boxes, or by any issuer.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
<S> <C>
1 Name of Employee:
-------------------------------------------------------------------------------------------------------------------
2 If different than #1, name of the person in
whose name the account is held:
-------------------------------------------------------------------------------------------------------------------
3 Relationship of 2 to 1
-------------------------------------------------------------------------------------------------------------------
4 Brokers(s) at which account is maintained:
-------------------------------------------------------------------------------------------------------------------
5 Account Number(s)
-------------------------------------------------------------------------------------------------------------------
6 Telephone number(s) of Broker
-------------------------------------------------------------------------------------------------------------------
</TABLE>
7. For each account, attach your most recent account statement listing
securities in that account. If you own securities that are not listed in an
attached account statement, list them below.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Name of Security Quantity Value Custodian
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</TABLE>
(Attach separate sheet if necessary.)
I certify that this form and the attached statement (if any)
constitute all of the Securities in my Employee Accounts and Related Accounts.
Date:
---------------------------- -----------------------------------
Signature
-----------------------------------
Print Name
12
