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ALPS MUTUAL FUNDS SERVICES, INC.
(THE "COMPANY")
CODE OF ETHICS
I. PURPOSE OF THE CODE OF ETHICS
This code is based on the principle that the Company's access persons
will conduct their personal investment activities in accordance with (1)
the duty at all times to place the interests of each Investment Company's
shareholders first, (2) the requirement that all personal securities
transactions be conducted consistent with this Code of Ethics 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, and (3) the
fundamental standard that Company personnel should not take inappropriate
advantage of their positions.
In view of the foregoing, the provisions of Section 17j-1 of the 1940 Act,
the "Report of the Advisory Group on Personal Investing" issued by the
Investment Company Institute on May 9, 1994 and the Securities and Exchange
Commission's September 1994 Report on "Personal Investment Activities of
Investment Company Personnel," the Company has determined to adopt this
Code of Ethics (the "Code") on behalf of the Company to specify a code of
conduct for certain types of personal securities transactions which might
involve conflicts of interest or an appearance of impropriety, and to
establish reporting requirements and enforcement procedures.
II. LEGAL REQUIREMENT
Rule 17j-1(b) (the "Rule") of The Investment Company Act of 1940 (the
"Act"), makes it unlawful for any access person of the Company in
connection with the purchase or sale, directly or indirectly, by such
access person of a security "held or to be acquired" by an Investment
Company:
1. To employ any device, scheme or artifice to defraud the
Investment Company;
2. To make to the Company any untrue statement of a material fact
or omit to state to the Company a material fact necessary in
order to make the statements made, in light of the
circumstances under which they were made, not misleading;
3. To engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon the
Company; or
4. To engage in any manipulative practice with respect to any
Trust's investment portfolios.
III. DEFINITIONS
(a) "Underwriter" means ALPS Mutual Funds Services, Inc.
(b) "Investment Company" means a company registered as such
under the Investment Company Act of 1940 and for which the
Underwriter is the principal underwriter.
(c) "Access Person" means any director, officer, general
partner, registered person, or employee, of the
Underwriter, if in connection with his/her regular
functions is in communication or contact with portfolio
managers and advisory staff of an
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Investment Company of the Underwriter or otherwise has
access to current information about portfolio transactions
for an Investment Adviser in the course of his/her duties,
attends Board Meetings or visits to the investment advisory
location.
(d) A security is "being considered for purchase or sale" when
a recommendation to purchase or sell a security has been
made and communicated and, 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 it would be in determining whether a person is
subject to the provisions of Section 16 of the Securities
Act of 1934 and the rules and regulations thereunder,
except that the determination of direct or indirect
beneficial ownership shall apply to all securities which an
access person has or acquires.
(f) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the Investment Company Act.
(g) "Security" shall have the meaning set forth in Section
2(a)(36) of the Investment Company Act.
(h) "Exempt Security" shall include securities issued by the
Government of the United States, short-term debt securities
which are "government securities" within the meaning of
Section 2(a)(16) of the Investment Act, bankers'
acceptances, bank certificates of deposit or commercial
paper, shares of registered open-end investment companies,
and high quality short-term debt instruments, including
repurchase agreements.
(i) "Security held or to be acquired" by the Investment Company
means: (1) Any Covered Security as defined in the Rule
which, within the most recent 15 days: (a) is or has been
held by the Investment Company; or (b) is being or has been
considered by the Investment Company for purchase by the
Investment Company; and (2) Any option to purchase or sell,
and any security convertible into or exchangeable for, a
Covered Security described in paragraph (III)(i)(1) of this
definitions section.
(j) "Exempt Transactions" shall mean:
1. Purchases or sales effected in any account over which
the Access Person has no direct or indirect influence
or control.
2. Purchases or sales of securities issued by any company
included in the Standard & Poor's 500 Stock Index and
in an amount less than $10,000.
3. Purchases which are part of an automatic dividend
reinvestment plan.
4. 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.
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IV. POLICIES OF THE COMPANY REGARDING PERSONAL SECURITIES TRANSACTIONS
1. GENERAL
No Access Person of the Company shall engage in any act, practice
or course of business that would violate the provisions of Rule
17j-1(b) set forth above, or in connection with any personal
investment activity, engage in conduct inconsistent with this
Code.
2. SPECIFIC POLICIES
No Access Person shall purchase or sell, directly or indirectly,
any security in which he or she has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership
and which he or she knows or should have known at the time of
such purchase or sale:
(a) is being considered for purchase or sale by an
Investment Company; or
(b) is being purchased or sold by an Investment Company
3. PRE-APPROVAL OF INVESTMENTS IN IPOs AND LIMITED OFFERINGS.
Investment Personnel of an Investment Company or its
investment adviser must obtain approval from the Investment
Company or the Investment Company's investment adviser before
directly or indirectly acquiring beneficial ownership in any
securities in an Initial Public Offering or in a Limited
Offering.
V. REPORTING PROCEDURES
The Compliance Officer of the Company shall notify each person (annually in
January of each year), who may be considered an Access Person of the Investment
Company who may be required to make reports pursuant to this Code, that such
person is subject to this reporting requirement. Additionally, the compliance
officer shall deliver a copy of this Code to such Access Person. In order to
provide the Company with information to enable it to determine with reasonable
assurance whether the provisions of this Code are being observed, every Access
Person of the Company and every Access Person of an investment adviser of or
principal underwriter for the Company, must report to the Company, investment
adviser or principal underwriter the following:
(A) Initial Holdings Reports. Every Access Person must report no
later than 10 days after the person becomes and Access Person,
the following information:
(1) The title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct
or indirect beneficial ownership when the person became an
Access Person;
(2) The name of any broker, dealer or bank with whom the Access
Person maintained an 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; and
(3) The date that the report is submitted by the Access Person.
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(B) Quarterly Transaction Reports. Every Access Person must report no
later than 10 days after the end of a calendar quarter, the
following information:
(1) With respect to any transaction during the quarter in a
Covered Security in which the Access Person had any direct
or indirect beneficial ownership:
(a) The date of the transaction, the title, the interest
rate and maturity date (if applicable), the number of
shares, and the principal amount of each Covered
Security involved;
(b) The nature of the transaction (i.e., purchase, sale or
any other type of acquisition or disposition);
(c) The price of the Covered Security at which the
transaction was effected;
(d) The name of the broker, dealer or bank with or through
whom the transaction was effected; and
(e) The date that the report is submitted by the Access
Person.
(2) With respect to any account established by the Access Person
in which any securities were held during the quarter for the
direct or indirect benefit of the Access Person:
(a) The name of the broker, dealer or bank with whom the
Access Person established the account;
(b) The date the account was established; and
(c) The date that the report is submitted by the Access
Person.
(C) Annual Holdings Reports. Every Access Person must report
annually, the following information (which information must be
current as of a date no more than 30 days before the report is
submitted):
(1) The title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct
or indirect beneficial ownership;
(2) The name of any broker, dealer or bank with whom the Access
Person maintains an account in which any securities are held
for the direct or indirect benefit of the Access Person; and
(3) The date that the report is submitted by the Access Person.
(D) A designated compliance person of the Company shall review the
reports received, maintain a record of the names of the persons
responsible for reviewing these reports, and as appropriate,
compare the reports with this Code, and report to the Company's
senior management:
1. any transaction that appears to evidence a possible
violation of this Code; and
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2. apparent violations of the reporting requirements stated
herein.
(E) Senior management shall consider reports made to them hereunder
and shall determine whether the policies established in Sections
IV and V of this Code have been violated, and what sanctions, if
any, should be imposed on the violator, including but not limited
to a letter of censure, suspension or termination of the
employment of the violator or termination of the violator's
license with the underwriter, or the unwinding of the transaction
and the disgorgement of any profits.
Senior management and the board of directors of the Company shall
review the operation of this Code at least annually. All material
violations of this Code and any sanctions imposed with respect
thereto shall periodically be reported to the board of trustees
of the Investment Company with respect to the securities of that
investment company.
VI. CERTIFICATION
Each Access Person will be required to certify annually that he or she has
read and understood this Code, and will abide by them. Each Access Person
will further certify that they have disclosed or reported all personal
securities transactions required to be disclosed or reported under the
Code. A form of such certification is attached hereto as Exhibit B.
Before the Board of Directors may approve the code of ethics, the
Investment Company must submit to the Board of Directors (or trustees) a
certification that they have adopted procedures reasonably necessary to
prevent Access Persons from violating their codes. Such certification shall
be submitted to the Board of Directors at least annually thereafter.
Dated: May, 1994
Revised: March, 2000
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