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EXHIBIT (p)(11)
DLJ ASSET MANAGEMENT GROUP, INC.
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Code of Ethics
Dated as of April 6, 2000
Pursuant to
Rule 17j-1(b) Under the Investment
Company Act of 1940, as amended
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1. Purpose and Standards of Conduct
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This Code of Ethics has been adopted by the Board of Directors of
DLJ Asset Management Group, Inc. ("DLJAM"), which includes Winthrop Trust
Company ("WTC") and WSW Capital, Inc. ("WSWC") in accordance with Rule 17j-1(b)
under the Investment Company Act of 1940, as amended (the "Act"). Rule 17j-1(b)
generally proscribes fraudulent or manipulative practices with respect to
purchases or sales of securities held or to be acquired by investment companies
registered under the Act, if effected by associated persons of such investment
companies. The purpose of this Code of Ethics is to provide DLJAM with
regulations and procedures, with respect to the registered investment companies
for which it acts as investment adviser (each a "Fund", and together the
"Funds"), designed to comply with the Act and, in particular, Rule 17j-1(b)
which states:
It is unlawful for any affiliated person of or principal underwriter
for a Fund, or any affiliated person of an investment adviser of or
principal underwriter for a Fund, in connection with the purchase or
sale, directly or indirectly, by the person of a Security Held or to
be Acquired by the Fund:
1. To employ any device, scheme or artifice to defraud the
Fund;
2. To make any untrue statement of a material fact to the Fund or
omit to state a material fact necessary in order to make the
statements made to the Fund, in light of the circumstances
under which they are made, not misleading;
3. To engage in any act, practice or course of business that
operates or would operate as a fraud or deceit on the Fund;
or
4. To engage in any manipulative practice with respect to the
Fund.
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This Code of Ethics also proscribes securities transactions
involving insider trading (as described below) as well as possible conflicts of
interest.
2. Application
(a) This Code of Ethics applies to the "access persons" of a Fund
(as such term is defined in Section 3 below). Each access person must read,
acknowledge receipt of and retain this Code of Ethics.
(b) DLJAM will maintain a list of all its access persons and will
provide each access person with a copy of this Code of Ethics.
3. Definitions
For the purposes of this Code of Ethics, the following definitions
shall apply:
(a) "Investment Adviser" means DLJAM, WTC and WSWC.
(b) "Access person" means any trustee or director, officer,
general partner or "advisory person" (as defined below in subparagraph (c)) of a
Fund or a Fund's Investment Advisor.
(c) "Advisory person" of a Fund or a Fund's Investment Advisor
means (i) any employee of DLJAM or a Fund or of any company in a control
relationship to a Fund 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 (as defined below in subparagraph (i)) 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, if any, in a control
relationship to a Fund or a Fund's Investment Advisor who obtains information
concerning recommendations made to a Fund with regard to the purchase or sale of
a security.
(d) A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and communicated or,
with respect to the person making the recommendation, when such person seriously
considers making such a recommendation.
(e) "Beneficial ownership" shall be interpreted in the same manner
as the definition of "beneficial owner" set forth in Rule 16a-1(a)(2) under the
Securities Exchange Act of 1934, as amended, and shall refer to a direct or
indirect pecuniary interest in securities, the benefits of which are enjoyed,
directly or indirectly by any person by reason of any contract, arrangement,
understanding, relationship (such as, for example, that person's spouse,
children or other close familial relationship), agreement or otherwise, and by
reason of which such person should be regarded as the true owner,
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although such securities may not be registered or standing on the books of the
issuer in the name of such person. Thus, for example, securities held for a
person's benefit in the names of others (such as nominees, trustees and other
fiduciaries), securities held by any partnership of which a person is a partner,
and securities held by any corporation which is controlled by a person (directly
or through intermediaries), would be deemed to be beneficially owned by said
person. Similarly, a person ordinarily obtains benefits equivalent to ownership
from, and thus is generally regarded as the "beneficial owner" of, securities
held in the name of a spouse, a minor child, or a relative of the person or a
spouse. Other illustrations of benefits substantially equivalent to those of
ownership include application of the income derived from securities to maintain
a common home or to meet expenses which the person otherwise would have met from
other sources. Such interests which confer beneficial ownership of a security
include having or sharing with another: (1) voting power including the power to
vote, or to direct the voting of, the security; and/or (2) investment power,
including the power to dispose, or to direct the disposition, of such security.
A person is also deemed to be the beneficial owner of securities of which such
person has the right to acquire beneficial ownership: (i) through the exercise
of option; warrants or rights (including options traded on options exchanges)
exercisable within 60 days; (ii) through the conversion of securities which are
immediately convertible or will become convertible within 60 days; or (iii)
pursuant to a power to revoke within 60 days, or pursuant to the automatic
termination within 60 days of, a trust, discretionary account or similar
arrangement. In addition, beneficial ownership is conferred if voting or
investment power is shared with one or more other persons and; therefore, the
same shares of stock may be deemed beneficially owned by a number of persons.
The Securities and Exchange Commission regards securities held in trust for
others as beneficially owned by the trustee if he or she has or shares voting or
investment power with respect to such securities.
(f) "Control" means the power to exercise a controlling influence
over the management or policies of a company, unless such power is solely the
result of an official position with such company.
(g) "Investment Personnel" means portfolio managers or other
employees of DLJAM who participate in making investment recommendations to
investment companies DLJAM advises, as well as persons in a control relationship
to such investment companies who obtain information about investment
recommendations.
(h) "Independent trustee" or "independent director" means a
trustee or director of a Fund who is not an "interested person" of a Fund within
the meaning of Section 2(a)(19) of the Act. A trustee is not deemed to be an
interested person of a Fund solely by reason of such person being a member of
the Board of Trustees or Board of Directors or an owner of shares of any Fund.
(i) "Purchase or sale of a security" includes, among other things,
the writing of an option to purchase or sell a security (as defined below in
subparagraph (j)).
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(j) "Security" shall have the meaning set forth in Section 2(a)
(36) of the Act. In general, the term includes any interest or instrument
commonly known as a security, except that it shall not include securities issued
by the United States which are "government securities" within the meaning of
Section 2(a)(16) of the Act, bankers acceptances, bank certificates of deposit,
commercial paper or shares of registered open-end investment companies and such
other money market instruments as designated by the Board of Trustees or Board
of Directors of a Fund.
(k) "Insider trading" shall mean the trading of any security while
in possession of material non-public information with respect to which the
access person (1) has a duty to keep confidential or (2) knows or should have
known was improperly obtained. "Material information" means information which is
substantially likely to be considered important by a reasonable investor in
making an investment decision, or information which is reasonably certain to
have a substantial effect on the price of an issuer's securities. Information is
non-public until it has been effectively communicated or made available to the
market.
4. Exempted Transactions
The prohibitions of Section 5(a)-(d) of this Code of Ethics 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 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 which are not eligible for
purchase or sale by a Fund.
(c) Purchases or sales which are nonvolitional on the part of
either the access person or the Fund.
(d) Purchases 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 that
such rights were acquired from such issuer, and sales of such rights so
acquired.
(f) Purchases or sales of securities which receive the prior
approval of a Managing Director, President, Senior Vice President or any Vice
President of DLJAM (or their designees) (such approving officer having no
personal interest in such purchases or sales) because such purchases or sales
are not likely to have any economic impact on a
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Fund or on its ability to purchase or sell securities of the same class or other
securities of the same issuer.
(g) Any equity securities transaction, or series of related
transactions, involving 500 shares or less in the aggregate, if the issuer has a
market capitalization (outstanding shares multiplied by the current price per
share) greater than $1 billion and the access person has no prior knowledge of
activity in such security by any Fund.
(h) Purchases or sales which are only remotely potentially harmful
to a Fund because they would be very unlikely to affect a highly institutional
market, or because they clearly are not related economically to the securities
to be purchased, sold or held by a Fund.
5. Prohibited Purchases and Sales
(a) No access person shall purchase or sell, directly or
indirectly, any security in which such person has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership and which to
such person's actual knowledge at the time of such purchase or sale:
(i) is being considered for purchase or sale by a Fund
(as defined above in Section 3(d)); or
(ii) is being purchased or sold by a Fund.
(b) No access person shall reveal to any other person (except in
the normal course of his or her duties on behalf of a Fund) any information
regarding securities transactions by a Fund or consideration by a Fund or DLJAM
of any securities transaction.
(c) No access person shall make recommendations concerning the
purchase or sale of securities by any Fund without disclosing any interest such
access person has in the securities or issuer thereof, including, without
limitation:
(i) any direct or indirect beneficial ownership of any
securities of such issuer;
(ii) any contemplated transaction by such person in such
securities;
(iii) any position with such issuer or its affiliates; and
(iv) any present or proposed business relationship with such
issuer or its affiliates on the one hand, and such
person or any party in which such person has a
significant interest, on
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the other; provided, however, that in the event the
interest of such access person in such securities or
issuer is not material to his or her personal net worth
and any contemplated transaction by such person in such
securities cannot reasonably be expected to have a
material adverse effect on any such transaction by any
Fund or on the market for the securities generally, such
access person shall not be required to disclose his or
her interest in the securities or issuer thereof in
connection with any such recommendation.
(d) No access person of a Fund shall participate in any securities
transactions on a joint basis with a Fund in violation of applicable law.
(e) No access person shall engage in "insider trading" whether for
his or her own benefit or the benefit of a Fund, DLJAM or others.
(f) No Investment Personnel shall be permitted to trade in Initial
Public Offerings of securities. No Investment Personnel shall participate in a
private placement of securities unless Charles Hughes reviews and approves such
participation. Approval will only be granted if Charles Hughes determines the
investment does not cause a conflict of interest between the Investment
Personnel, DLJAM and the Funds. Charles Hughes's decision, and the rationale
supporting his decision, will be retained in the records of DLJAM.
6. Reporting
(a) Every access person, subject to the exception (b) below for
independent trustees or directors, shall report to the appropriate officer of
DLJAM the information described in Section 6(c) of this Code of Ethics with
respect to (i) 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 and (ii) holdings of all securities, on an initial and
annual basis, in which such access person has direct or indirect beneficial
ownership; provided, however, that an access person shall not be required to
make a report with respect to transactions effected in any account over which
such person does not have any direct or indirect influence or control or in any
account which is managed on a discretionary basis by a person other than such
access person and with respect to which such access does not in fact influence
or control such transactions. Such appropriate officer of DLJAM shall maintain
such reports and such other records as are required by Rule 17j-1 under the Act.
(b) An independent trustee or director of a Fund need only report
to the appropriate officer of a Fund a transaction if such trustee or director
at the time of that transaction knew or, in the ordinary course of fulfilling
his or her official duties as a trustee or director of a Fund, should have known
that during the 15-day period
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immediately preceding or after the date of the transaction by the trustees or
directors, such security is or was purchased or sold by the Fund or such
purchase or sale was being considered for purchase or sale by a Fund or DLJAM.
(c) Every report shall be in writing and shall be delivered not
later than (1) 10 days after (A) the end of the calendar quarter in which a
transaction to which the report relates was effected (B) the day the individual
becomes an access person and (2) within 30 days after the end of DLJAM's fiscal
period and shall contain the following information:
(i) The date of the transaction and current holdings, the
title and the number of shares and the principal
amount of each security involved;
(ii) The nature of all transactions (i.e., purchase, sale
or other type of acquisition or disposition);
(iii) The price at which transactions were effected;
(iv) The name of the broker, dealer or bank with or through
which the transactions were effected; and
(v) With respect to any account established by an access
person during the quarter in which any securities were
held during the quarter for the direct or indirect
benefit of the access person:
-- the name of the broker, dealer or bank;
-- the date the account was established; and
-- the date that the report is submitted to the Fund.
(d) In lieu of the required report, so long as the information in
the report required by the subparagraph (c) above is provided, an access person
may instruct every brokerage firm at which such access person has an account to
send duplicate confirmations of all securities transactions and monthly
brokerage statements to the appropriate officer of DLJAM.
(e) Any such report may contain a statement that the report shall
not be construed as an admission by the person making such report that such
person has any direct or indirect beneficial ownership in the security to which
the report relates.
(f) The information on securities transactions received and
recorded by DLJAM under Rule 204-2(a)(12) of the Investment Advisors Act of 1940
shall be deemed to satisfy the reporting requirements imposed on access persons
of a Fund who
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are officers or employees of DLJAM when to require information under this
Code of Ethics would be duplicative of that already recorded by DLJAM.
(g) All reports furnished pursuant to this Section 6 will be
reviewed by Charles Hughes for compliance with these procedures. These reports
will be kept confidential, subject to the rights of inspection by the Board of
Directors of DLJAM and by the Securities and Exchange Commission.
7. Sanctions
Upon discovering a violation of this Code of Ethics, the Board of
Directors of DLJAM may impose such sanctions as it deems appropriate, including,
among other things, a letter of censure or suspension or termination of the
employment of the violator.
CODE OF ETHICS 4/6/00
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M E M O R A N D U M
APRIL 6, 2000
TO: ALL DLJ ASSET MANAGEMENT GROUP, INC. EMPLOYEES
FROM: MOFFETT COCHRAN, CHAIRMAN
MARTIN JAFFE, CHIEF OPERATING OFFICER
RE: EMPLOYEE TRADING POLICIES
DLJ Asset Management Group, Inc. ("DLJAM"), which includes Winthrop
Trust Company ("WTC"), and WSW Capital, Inc. ("WSWC"), owes to its clients a
duty of undivided loyalty when performing investment services. In order to avoid
even the appearance of impropriety, DLJAM has adopted below certain restrictions
on trading in securities by DLJAM employees and their immediate families.*
These restrictions are designed to cover situations which generally
occur, but they are not exhaustive. It is your responsibility to obtain
permission for any securities transaction which, in light of the facts
surrounding the transaction, could give rise to a real or apparent conflict of
interest with DLJAM, WTC or WSWC clients.
---------
* Immediate family includes your spouse, minor children, any relative who
lives with you or whom you support. References to employees will be
deemed to include these persons.
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I. Trading in Focus List Stocks
General Rule: No Employee will be permitted to engage in any
transaction (including a transaction in any derivative product) in a Focus List
Stock while that security is the subject of a Buy or Sell program at DLJAM.
A security is the subject of a Buy or Sell program when the
investment group has determined to add to (or trim back) account positions in
that security.
Exceptions: No employee orders will be executed during the first 7 days
the program is in effect. Once the program has been in effect for 7 days,
employee orders will be executed once the Trader has determined, in his sole
discretion, that no client orders are contemplated for that day. Upon such
determination, employee orders will be executed as of the close of the business
day that such orders were requested. If the program is in effect for less than
seven days, employee orders will be executed following the termination of such
program.
NOTE: In the event that an employee and a client each have an
order executed in the same security on the same day, the employee will receive
the highest price of the trades for that day in case of a buy order and the
lowest price of the trades for that day in case of a sell order, regardless of
the initiation or timing of such transaction.
II. Stocks Under Consideration for Focus List
General Rule: No employee will be permitted to engage in any
transaction in any security being considered for inclusion on the Focus List.
A security is being considered for inclusion in the Focus List
at the time the Research Department has completed its write-up of the security,
unless the Director of
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Equity Research determines that transactions in the security should be
prohibited at some time prior to the completion of the write-up. If this is the
case, the Director of Equity Research will notify the Trader to verify that the
security is being considered for inclusion on the Focus List and no transactions
will be permitted as of that date.
Exceptions: None
III. Non-Focus List Securities
General Rule: Subject to the caveat on conflicts of interest, trading
in securities which are not on the Focus List is permitted.
IV. Initial Public Offerings and Private Placements
General Rule: Trading in Initial Public Offerings of securities is not
permitted. Trading in Private Placement of securities is permitted only if a
Request Form or e-mail equivalent is submitted in advance to Charles Hughes
and he approves such transaction. Charles Hughes will generally not approve
these transactions if the investment could cause a conflict of interest between
the employee and DLJAM.
Exceptions: None
V. Short Selling
A. Focus List Securities
General Rule: No short selling of Focus List securities is permitted.
Exceptions: None
B. Securities appearing on Cross Reference List (securities owned by one or
more customers)
General Rule: These transactions must be approved on a case by case basis.
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Charles Hughes will sign the request form to signify his approval or e-mail
his approval of the transaction. No transaction request will be approved unless
it is accompanied by a fully completed Request Form (a sample is attached and
copies may be obtained from Charles Hughes) or e-mail equivalent.
Exceptions: None
C. Non-Focus List Securities
General Rule: These transactions must be approved on a case by case
basis. Charles Hughes will sign the request form to signify his approval or
e-mail his approval of the transaction. No transaction request will be approved
unless it is accompanied by a fully completed Request Form or e-mail equivalent.
Exceptions: None
VI. Derivative Products
A. Focus List Securities
General Rule: No transaction will be permitted in derivative products
(e.g., puts, calls, futures) of securities on the Focus List in circumstances
where an employee would be prohibited from trading the underlying securities.
Exceptions: No naked options are ever permitted. Covered options are
permitted with the approval of Charles Hughes. The same procedure outlined
under Section V(B) should be followed.
B. Non-Focus List Securities
General Rule: Subject to the caveat on conflicts of interest, trading
in derivative products of securities which are not on the Focus List is
permitted.
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VII. Indices - Focus List and Non-Focus List Securities
General Rule: Trading in indices which contain Focus List and
Non-Focus List securities is permitted.
Exceptions: If the Director of Equity Research determines that trading
in a particular index should be prohibited, he will notify the Trader and no
transactions will be permitted as of that date.
VIII. Special Prohibitions Applicable to Research Department Employees
General Rule: No Research Department Employee will be permitted to
effect transactions in any security which is being followed by the Research
Department.
Exceptions: Transactions may be approved on a case by case basis
utilizing the procedure outlined in Section V(B).
* * * *
Each DLJAM employee should be aware that his trading activities may be
curtailed at any time that DLJAM believes it is in the best interest of its
clients to do so. Therefore, employees should refrain from effecting any
transaction where they would suffer financial hardship by their inability to
liquidate or otherwise sell such a position.
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REQUEST FOR APPROVAL OF TRANSACTION
NAME: _______________________________________
DATE: _______________________________________
SECURITY: _______________________________________
QUANTITY: _______________________________________
CURRENT PRICE: _______________________________________
TYPE OF TRANSACTION: _______________________________________
BRIEFLY STATE YOUR REASONS FOR THIS TRANSACTION:
APPROVED: ___________________
KINDLY FORWARD THIS FORM TO CHARLES E. HUGHES UPON COMPLETION.
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AMENDMENT TO THE DLJAM EMPLOYEE TRADING POLICY
I SHORT-TERM TRADING PROFITS
Advisory Persons* 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.
II. EXEMPTED TRANSACTIONS
SUBJECT TO PRECLEARANCE in accordance with Section III below with
respect to sub items (b), (e), (f), (g), (h), and (i) hereof, THE PROHIBITIONS
OF SECTION I WILL NOT APPLY TO THE FOLLOWING:
(a) Purchases or sales of Securities effected in any account over
which the Advisory Person has no direct or indirect influence or
control or in any account of the Advisory Person which is managed on a
discretionary basis by a person other than such Advisory Person and
with respect to which such Advisory 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 any client or Fund in the Complex.
(c) Purchases or sales of Securities which are nonvolitional on the
part of either the Advisory Person or any Fund in the Complex.
(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 Advisory Person has no
prior knowledge of activity in such security by any client or Fund in
the Complex 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).
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(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
Advisory Person has no prior knowledge of transactions in such
Securities by any client or Fund in the Complex.
(h) Any transaction in index options effected on a broad-based index
if the Advisory Person has no prior knowledge of activity in such index
by any client or Fund in the Complex.
(i) Purchases or sales of Securities which receive the prior approval
of the Compliance Officer, Charles E. Hughes, (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 material economic impact on any client or Fund in
the Complex or on its ability to purchase or sell Securities of the
same class or other Securities of the same issuer.
III. PRECLEARANCE
Advisory Persons (other than Disinterested Directors/Trustees) MUST
PRECLEAR all personal securities investments with the exception of those
identified in subparts (a), (c) and (d) of Section II above.
All requests for preclearance either by Request Form or e-mail
equivalent must be submitted to Charles E. Hughes for approval. All approved
orders must be executed by the close of business on the day preclearance is
granted; provided, however, that approved orders for Securities traded in
foreign markets may be executed with two (2) business days from the date
preclearance is granted. If any order is not timely executed, a request for
preclearance must be resubmitted.
* "Advisory Persons" means (i) any employee of DLJAM or a Fund, Manager or
Advisor/Subadvisor (or of any company in a control relationship to a Fund,
Manager or Advisor/Subadvisor) 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, if any, 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.
** "Security," in general, the term includes any interest or instrument commonly
known as a security, except that it shall not include securities issued by the
United States, bankers acceptances, bank certificates of deposit, commercial
paper or shares of registered open-end investment companies and money market
instruments.
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As an employee of DLJAM, WTC and/or WSWC, I understand and agree to abide by the
policies set forth in the following documents:
1. CODE OF ETHICS DATED APRIL 6, 2000
2. EMPLOYEE TRADING POLICIES
SIGNATURE: _________________________________________
PRINT NAME: _________________________________________
DATE: _________________________________________
EMPLOYEE TRADING POLICY 4/13/00
