EXHIBIT 99.(p)(4)
CODE OF ETHICS
NOVEMBER 22, 2000
SECTION I STATEMENT OF GENERAL FIDUCIARY PRINCIPLES
This Code of Ethics (the "Code") has been adopted by TD Investment
Management Inc. ("TDIM") in compliance with Rule 17j-1 under the Investment
Company Act of 1940 (the "Act"). The purpose of the Code is to establish
standards and procedures for the detection and prevention of activities by which
TDIM personnel having knowledge of the investments and investment intentions of
the Funds (defined below) may abuse their fiduciary duties to the Funds, and
otherwise to deal with the types of conflict of interest situations to which
Rule 17j-1 is addressed.
The Code is based on the principle that the directors, officers and
employees of TDIM who provide services to a Fund, owe a fiduciary duty to the
Fund to conduct their personal securities transactions in a manner that does not
interfere with the Fund's transactions or otherwise take unfair advantage of
their relationship with the Fund. All such directors, officers, employees and
personnel of TDIM and its affiliates ("Fund Personnel") are expected to adhere
to this general principle as well as to comply with all of the specific
provisions of the Code that are applicable to them. Fund Personnel affiliated
with TDIM and its affiliates also are expected to comply with the provisions of
any codes of ethics that have been adopted by their respective organizations.
Technical compliance with the Code will not automatically insulate any
Fund Personnel from scrutiny of transactions that show a pattern of compromise
or abuse of the individual's fiduciary duties to a Fund. Accordingly, all Fund
Personnel must seek to avoid any actual or potential conflicts between their
personal interests and the interests of a Fund and its shareholders. In sum, all
Fund Personnel shall place the interests of a Fund before their own personal
interests.
All Fund Personnel and, in particular, all Access Persons (defined
below) must read and retain this Code of Ethics and should recognize that they
are subject to the provisions hereof.
SECTION II DEFINITIONS
(A) "Access Person" means any director, officer, or Advisory Person (as
defined below) of a Fund or TDIM.
(B) An "Advisory Person" of a Fund or TDIM means: (i) any employee of a
Fund or TDIM and its affiliates, or any company in a control
relationship to the Fund or TDIM and its affiliates, who in connection
with his or her regular functions or duties makes, participates in, or
obtains information regarding the purchase or sale of any Covered
Security by the Fund, or
<PAGE>
whose functions relate to the making of any recommendation with
respect to such purchases or sales; and (ii) any natural person in a
control relationship to the Fund or TDIM and its affiliates who
obtains information concerning recommendations made to the Fund with
regard to the purchase or sale of any Covered Security by the Fund.
(C) "Beneficial Ownership" is interpreted in the same manner as it would
be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934
(the "1934 Act") in determining whether a person is a beneficial owner
of a security for purposes of Section 16 of the 1934 Act and the rules
and regulations thereunder.
(D) "Compliance Officer" means the chief compliance officer of TDIM.
(E) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Act.
(F) "Covered Security" means a security as defined in Section 2(a)(36) of
the Act, to wit: any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in
any profit-sharing agreement, collateral-trust certificate,
preorganization 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,
temporary or interim certificate for, receipt for, guarantee of, or
warrant or right to subscribe to or purchase, any of the foregoing.
"Covered Security" does not include: (i) direct obligations of the
Government of the United States; (ii) bankers' acceptances, bank
certificates of deposit, commercial paper and high quality short-term
debt instruments, including repurchase agreements; and (iii) shares
issued by open-end investment companies registered under the Act.
References to a Covered Security in this Code (e.g., a prohibition or
requirement applicable to the purchase or sale of a Covered Security)
shall be deemed to refer to and to include any warrant for, option in,
or security immediately convertible into that Covered Security, and
shall also include any instrument that has an investment return or
value that is based, in whole or in part, on that Covered Security
(collectively, "Derivatives"). Therefore, except as otherwise
specifically provided by this Code: (i) any prohibition or requirement
of this Code applicable to the purchase or sale of a Covered Security
shall also be applicable to the purchase or sale of a Derivative
relating to that Covered Security; and (ii) any prohibition or
<PAGE>
requirement of this Code applicable to the purchase or sale of a
Derivative shall also be applicable to the purchase or sale of a
Covered Security relating to that Derivative.
(G) A "Fund" means an investment company registered under the 1940 Act.
(H) "Initial Public Offering" means an offering of securities registered
under the Securities Act of 1933 (the "1933 Act"), the issuer of
which, immediately before the registration, was not subject to the
reporting requirements of Sections 13 or 15(d) of the 1934 Act.
(I) "Investment Personnel" of a Fund or TDIM means: (i) any employee of
the Fund or TDIM (or of any company in a control relationship to the
Fund or TDIM) who, in connection with his or her regular functions or
duties, makes or participates in making recommendations regarding the
purchase or sale of securities by the Fund; and (ii) any natural
person who controls the Fund or TDIM and who obtains information
concerning recommendations made to the Fund regarding the purchase or
sale of securities by the Fund.
(J) "Limited Offering" means an offering that is exempt from registration
under the 1933 Act pursuant to Section 4(2) or Section 4(6) thereof or
pursuant to Rule 504, Rule 505, or Rule 506 thereunder.
(K) "Security Held or to be Acquired" by a Fund means: (i) any Covered
Security which, within the most recent 15 days: (A) is or has been
held by the Fund; or (B) is being or has been considered by the Fund
or TDIM for purchase by the Fund; and (ii) any option to purchase or
sell, and any security convertible into or exchangeable for, a Covered
Security described in this Section II(K)(i).
(L) "Segregated Account Trading" means trading where a portfolio manager
who is an Access Person is invested in the same model as a client, in
a segregated account, and is trading alongside the client(s) and the
client(s) have been informed of this practice.
SECTION III OBJECTIVE AND GENERAL PROHIBITIONS
Although certain provisions of this Code apply only to Access Persons
or Investment Personnel, all Fund Personnel must recognize that they are
expected to conduct their personal activities in accordance with the standards
set forth in Section I above, this Section III and Section VII. Therefore, Fund
Personnel may not engage in any investment transaction under circumstances in
which the Fund Personnel benefits from or interferes with the purchase or sale
of investments by the Fund. In addition, Fund Personnel may not use information
concerning the investments or investment
<PAGE>
intentions of the Fund, or their ability to influence such investment
intentions, for personal gain or in a manner detrimental to the interests of the
Fund.
Fund Personnel may not engage in conduct that is deceitful, fraudulent
or manipulative, or that involves false or misleading statements, in connection
with the purchase or sale of investments by a Fund. In this regard, Fund
Personnel should recognize that Rule 17j-1 makes it unlawful for any affiliated
person of a Fund, or any affiliated person of an investment adviser of a Fund,
directly or indirectly, in connection with the purchase or sale, directly or
indirectly, by the person of a Security Held or to be Acquired by the Fund to:
(i) employ any device, scheme or artifice to defraud the Fund;
(ii) make any untrue statement of a material fact to the Fund or omit
to state to the Fund a material fact necessary in order to make
the statements made, in light of the circumstances under which
they are made, not misleading;
(iii)engage in any act, practice or course of business that operates
or would operate as a fraud or deceit upon the Fund; or
(iv) engage in any manipulative practice with respect to the Fund.
Fund Personnel should also recognize that a violation of this Code or
of Rule 17j-1 may result in the imposition of: (1) sanctions as provided by
Section IX below; or (2) administrative, civil and, in certain cases, criminal
fines, sanctions or penalties.
SECTION IV PROHIBITED TRANSACTIONS
(A) (1) An Access Person may not purchase or otherwise acquire direct or
indirect Beneficial Ownership of any Covered Security, and may not
sell or otherwise dispose of any Covered Security in which he or she
has direct or indirect Beneficial Ownership, if he or she knows or
should know at the time of entering into the transaction that: (1) the
Fund has purchased or sold the Covered Security within the last 15
calendar days, or is purchasing or selling or intends to purchase or
sell the Covered Security in the next 15 calendar days; or (2) TDIM
and its affiliates have within the last 15 calendar days considered
purchasing or selling the Covered Security for the Fund or within the
next 15 calendar days intend to consider purchasing or selling the
Covered Security for the Fund, unless such Access Person:
(i) obtains advance clearance of such transaction pursuant to Section
V; and
<PAGE>
(ii) reports to the Compliance Officer the information described in
Section VI of this Code.
(2) Without limiting the generality of the foregoing, Investment
Personnel must obtain approval from TDIM before directly or indirectly
acquiring Beneficial Ownership in any securities in an Initial Public
Offering or in a Limited Offering.
(B) The prohibitions of Section IV(A)(1) and the pre-clearance
requirements of Section V do not apply to:
(1) Purchases that are made by reinvesting cash dividends pursuant to
an automatic dividend reinvestment program ("DRIP") (this
exception does not apply, however, to optional cash purchases
pursuant to a DRIP);
(2) Purchases of rights issued by an issuer pro rata to all holders
of a class of its securities, if such rights were acquired from
such issuer, and the exercise of such rights;
(3) Options and futures on broadly based market indices;
(4) Debt securities issued or guaranteed by any G7 country (U.S.,
Canada, UK, Germany, Italy, Japan);
(5) Commodities or futures or options thereon;
(6) Transactions in futures contracts on U.S. Treasury obligations
(and related options) effected on a U.S. commodities exchange;
(7) Involuntary (i.e., non-volitional) purchases and sales of Covered
Securities;
(8) Transactions in an account over which the Access Person does not
exercise, directly or indirectly, any influence or control; and
(9) Transactions which are pursuant to Segregated Account Trading.
SECTION V PRE-CLEARANCE PROCEDURES
(A) From Whom Obtained.
Pre-clearance of a personal transaction in a Covered Security required
to be approved pursuant to Section IV above must be obtained from the
Compliance Officer of TDIM or, if unavailable, his or her designate.
Each of these persons is referred to in this Code as a "Clearing
Officer." A
<PAGE>
Clearing Officer seeking pre-clearance with respect to his or her own
transaction shall obtain such clearance from another Clearing Officer.
(B) Time of Clearance.
(1) Access Persons may pre-clear trades only in cases where they have
a present intention to effect a transaction in the Covered
Security for which pre-clearance is sought. It is not appropriate
for an Access Person to obtain a general or open-ended
pre-clearance to cover the eventuality that he or she may buy or
sell a Covered Security at some future time depending upon market
developments. Consistent with the foregoing, an Access Person may
not simultaneously request pre-clearance to buy and sell the same
Covered Security.
(2) Pre-clearance of a trade shall be valid and in effect only to the
close of trading on that day unless otherwise stated in the
pre-clearance approval; provided, however, that a pre-clearance
expires upon the person becoming aware of facts or circumstances
that would prevent a proposed trade from being pre-cleared were
such facts or circumstances made known to a Clearing Officer.
Accordingly, if an Access Person becomes aware of new or changed
facts or circumstances that give rise to a question as to whether
pre-clearance could be obtained if a Clearing Officer was aware
of such facts or circumstances, the person shall be required to
so advise a Clearing Officer before proceeding with such
transaction.
(C) Form.
Clearance must be obtained by requesting such clearance in a form
acceptable by the Compliance Officer, which form shall set forth the
details of the proposed transaction, and obtaining the approval of a
Clearing Officer (it being permitted that such form submission and
approval be made through electronic means). If an Access Person is
requesting approval to purchase or sell a Covered Security that is
owned by a Fund and such Access Person has responsibility regarding
the determination by TDIM of securities to be purchased or sold for
such Fund, the Access Person must inform the Clearing Officer of that
fact at the time approval to purchase or sell the Covered Security is
sought.
(D) Filing.
A record of all pre-clearance requests shall be retained by the
Compliance Officer.
<PAGE>
(E) Factors Considered in Clearance of Personal Transactions.
A Clearing Officer may refuse to grant clearance of a personal
transaction in his or her sole discretion without being required to
specify any reason for the refusal. Generally, a Clearing Officer will
consider the following factors in determining whether to clear a
proposed transaction:
(1) Whether the amount or nature of the transaction or person making
it is likely to affect the price or market for the Covered
Security; and
(2) Whether the person making the proposed purchase or sale is likely
to benefit from purchases or sales being made or being considered
on behalf of the Fund;
(3) Whether the transaction is likely to affect the Fund adversely;
and
(4) Access Persons are prohibited from profiting from the purchase
and sale, or sale and purchase of the same (or equivalent)
securities within 60 calendar days. Access Persons may request a
waiver from this prohibition. Such requests are to be submitted
in writing to the Compliance Officer and provide reason as to why
a waiver should be granted from the standard 60 day rule. The 60
day rule shall not apply to Segregated Account Trading.
(F) Monitoring of Personal Transactions After Clearance.
After clearance is given to an Access Person, the Compliance Officer
shall monitor the Access Person's transactions to ascertain whether
the cleared transaction was executed on the day pre-clearance was
approved, whether it was executed in the specified amounts and what
other securities transactions, if any, the Access Person executed.
SECTION VI REPORTS BY ACCESS PERSONS
(A) Personal Securities Holdings Reports.
All Access Persons shall within 10 days of the date on which they
become Access Persons, and thereafter, within 30 days after the end of
each calendar year, disclose the title, number of shares and principal
amount of all Covered Securities in which they have a Beneficial
Interest as of the date the person became an Access Person, in the
case of such person's initial report, and as of the last day of the
year, as to annual reports. Such report is hereinafter called a
"Personal Securities Holdings Report." Each Personal Securities
Holdings Report must also disclose the name of any broker, dealer or
bank with whom the Access Person maintained an
<PAGE>
account in which any securities were held for the direct or indirect
benefit of the Access Person as of the date the person became an
Access Person or as of the last day of the year, as the case may be.
Each Personal Securities Holdings Report shall state the date it is
being submitted.
(B) Quarterly Transaction Reports.
Within ten (10) days after the end of each calendar quarter, each
Access Person shall make a written report to the Compliance Officer of
all transactions occurring in the quarter by which he or she acquired
or disposed of a direct or indirect Beneficial Interest in any Covered
Security. Such report is hereinafter called a "Quarterly Securities
Transaction Report."
A Quarterly Securities Transaction Report shall be on a form approved
by the Compliance Officer and must contain the following information
with respect to each reportable transaction:
(1) Date and nature of the transaction (purchase, sale or any other
type of acquisition or disposition);
(2) Title, interest rate and maturity date (if applicable), number of
shares or principal amount of each Covered Security and the price
at which the transaction was effected;
(3) Name of the broker, dealer or bank with or through whom the
transaction was effected; and
(4) The date the report is submitted by the Access Person.
(C) Duplicate Reporting Exemption.
An Access Person need not make a Quarterly Transaction Report if all
of the information in the report would duplicate information recorded
pursuant to Rules 204-2(a)(12) or (13) under the Investment Advisers
Act of 1940, as amended.
(D) Brokerage Accounts and Statements.
Access Persons shall:
(1) identify all securities brokerage and commodities trading
accounts in which they trade or hold Securities in which they
have a Beneficial Interest ("Accounts") at the time they become
an Access Person and, thereafter, identify any new account and
the
<PAGE>
date the Account was established within 10 days after the end of
the quarter during which such new Account was established. This
information shall be included on the appropriate Quarterly
Securities Transaction Report.
(2) instruct the brokers for their Accounts to provide duplicate
account statements to the Compliance Officer.
(3) on an annual basis, certify that they have complied with the
requirements of (1) and (2) above.
(E) Form of Reports.
A Quarterly Securities Transaction Report may consist of broker
statements or other statements that provide a list of all personal
Covered Securities holdings and transactions in the time period
covered by the report and contain the information required in a
Quarterly Securities Transaction Report.
(F) Responsibility to Report.
It is the responsibility of each Access Person to take the initiative
to comply with the requirements of this Section VI. Any effort by the
Funds, or by TDIM and its affiliates, to facilitate the reporting
process does not change or alter that responsibility. A person need
not make a report hereunder with respect to transactions effected for,
and Covered Securities held in, any account over which the person has
no direct or indirect influence or control.
(G) Where to File Reports.
All Quarterly Securities Transaction Reports and Personal Securities
Holdings Reports must be filed with the Compliance Officer.
(H) Disclaimers.
Any report required by this Section VI may contain a statement that
the report will not be construed as an admission that the person
making the report has any direct or indirect beneficial ownership in
the Covered Security to which the report relates.
SECTION VII ADDITIONAL PROHIBITIONS
(A) Confidentiality of Fund Transactions.
<PAGE>
Until disclosed in a public report to shareholders or to the
Securities and Exchange Commission in the normal course, all
information concerning the securities "being considered for purchase
or sale" by a Fund shall be kept confidential by all Fund Personnel
and disclosed by them only on a "need to know" basis. It shall be the
responsibility of the Compliance Officer to report any inadequacy
found in this regard to the directors of the Fund.
(B) Outside Business Activities and Directorships.
Access Persons may not engage in any outside business activities that
may give rise to conflicts of interest or jeopardize the integrity or
reputation of the Funds. Similarly, no such outside business
activities may be inconsistent with the interests of the Funds. Access
Persons who are directors, officers or employees of TDIM and its
affiliates may not serve as directors of any public or private
company, except with the prior approval of the Compliance Officer. All
directorships held by such Access Persons shall be reported to the
Compliance Officer.
(C) Gratuities.
Fund Personnel shall not, directly or indirectly, take, accept or
receive gifts or other consideration in merchandise, services or
otherwise of more than nominal value from any person, firm,
corporation, association or other entity other than such person's
employer that does business, or proposes to do business, with the
Fund.
SECTION VIII ANNUAL CERTIFICATION
(A) Access Persons.
Access persons who are directors, officers or employees of TDIM and
its affiliates shall be required to certify annually that they have
read this Code and that they understand it and recognize that they are
subject to it. Further, such Access Persons shall be required to
certify annually that they have complied with the requirements of this
Code.
(B) Certification to Funds.
No less frequently than annually, TDIM must furnish to the respective
Fund's board of directors a written report that: (A) describes any
issues arising under this Code of Ethics or procedures since the last
report to the board, including, but not limited to, information about
material violations of the Code or procedures and sanctions imposed in
response to material violations; and (B) certifies that TDIM has
adopted procedures reasonably necessary to prevent Access Persons from
violating the Code.
<PAGE>
SECTION IX SANCTIONS
Any violation of this Code shall be subject to the imposition of such
sanctions by TDIM as may be deemed appropriate under the circumstances to
achieve the purposes of Rule 17j-1 and this Code. Sanctions may include, but are
not limited to, suspension or termination of employment, a letter of censure
and/or restitution of an amount equal to the difference between the price paid
or received by the Fund and the more advantageous price paid or received by the
offending person.
SECTION X ADMINISTRATION AND CONSTRUCTION
(A) The administration of this Code shall be the responsibility of the
Compliance Officer.
(B) The duties of the Compliance Officer are as follows:
(1) Continuous maintenance of a current list of the names of all
Access Persons with an appropriate description of their title or
employment, including a notation of any directorships held by
Access Persons who are officers or employees of TDIM and its
affiliates or of any company that controls TDIM and its
affiliates, and informing all Access Persons of their reporting
obligations hereunder;
(2) On an annual basis, providing all Fund Personnel a copy of this
Code and informing such persons of their duties and obligations
hereunder;
(3) Maintaining or supervising the maintenance of all records and
reports required by this Code;
(4) Preparing listings of all transactions effected by Access Persons
who are subject to the requirement to file Quarterly Securities
Transaction Reports and reviewing such transactions against a
listing of all transactions effected by the Fund;
(5) Issuance either personally or with the assistance of counsel as
may be appropriate, of any interpretation of this Code that may
appear consistent with the objectives of Rule 17j-1 and this
Code;
(6) Conduct of such inspections or investigations as shall reasonably
be required to detect and report, with recommendations, any
apparent violations of this Code to the board of directors of the
Fund; and
<PAGE>
(7) Submission of a report to the board of directors of the Fund, no
less frequently than annually, a written report that describes
any issues arising under the Code since the last such report,
including but not limited to the information described in Section
VIII(B).
(C) The Compliance Officer shall maintain and cause to be maintained in an
easily accessible place at the principal place of business, the
following records:
(1) A copy of all codes of ethics adopted TDIM pursuant to Rule 17j-1
that have been in effect at any time during the past five (5)
years;
(2) A record of each violation of such codes of ethics and of any
action taken as a result of such violation for at least five (5)
years after the end of the fiscal year in which the violation
occurs;
(3) A copy of each report made by an Access Person for at least two
(2) years after the end of the fiscal year in which the report is
made, and for an additional three (3) years in a place that need
not be easily accessible;
(4) A copy of each report made by the Compliance Officer to the board
of directors for two (2) years from the end of the fiscal year of
the Fund in which such report is made or issued and for an
additional three (3) years in a place that need not be easily
accessible;
(5) A list of all persons who are, or within the past five (5) years
have been, required to make reports pursuant to the Rule and this
Code of Ethics, or who are or were responsible for reviewing such
reports;
(6) A copy of each report required by Section VIII(B) for at least
two (2) years after the end of the fiscal year in which it is
made, and for an additional three (3) years in a place that need
not be easily accessible; and
(7) A record of any decision, and the reasons supporting the
decision, to approve the acquisition by Investment Personnel of
securities in an Initial Public Offering or Limited Offering for
at least five (5) years after the end of the fiscal year in which
the approval is granted.
(D) In the event this Code is materially amended, the amended Code must be
submitted to the board of directors of each Fund that has approved the
Code promptly, and in no case later than six months after adoption of
such amendment.
