1. CODE OF ETHICS
1.1. PURPOSE
This Code of Ethics has been adopted by Deutsche Asset Management Investment
Services Limited ("DAMIS") in accordance with Rule 17j - l(b) under the
Investment Company Act of 1940 (the "Investment Company Act"). Rule 17j - l
under the Investment Company Act generally proscribes fraudulent or manipulative
practices with respect to purchases or sales of securities held or to be
acquired by investment companies, if effected by associated persons of such
companies. The purpose of this Code of Ethics is to provide regulations and
procedures consistent with the Investment Company Act and Rule 17j - l designed
to give effect to the general prohibitions set forth in Rule 17j - l (a) as
follows:
a) It shall be unlawful for any affiliated person of or principal
underwriter for a registered investment company, or any affiliated
person of an investment adviser of or principal underwriter for a
registered investment company in connection with the purchase or
sale, directly or indirectly, by such person of a security held or
to be acquired, as defined in this section, by such registered
investment company:-
b) To employ any device, scheme or artifice to defraud such
registered investment company;
c) To make to such registered investment company any untrue statement
of a material fact or omit to state to such registered investment
company a material fact necessary in order to make the statements
made, in light of the circumstances under which they are made, not
misleading;
d) To engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon any such
registered investment company; or
e) To engage in any manipulative practice with respect to such
registered investment company.
1.2. DEFINITIONS
a) "Adviser" means Deutsche Asset Management Investment Services
Limited.
b) "Investment Company" means a company registered as such under the
Investment Company Act or any series thereof for which the Adviser
is the investment adviser.
c) "Access person" means any director, officer, general partner of
advisory as well as all individuals who manage or deal on behalf
of US Investment Company e.g. the MGIT funds.
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d) "Advisory person" means (i) any employee of the Adviser or any
company in a control relationship to the Adviser, 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 an investment company, or whose functions
relate to the making of any recommendations with respect to such
purchases or sales; and (ii) any natural person in a control
relationship to the Adviser who obtains information concerning the
recommendations made to an investment company with regard to the
purchase or sale of a security.
e) 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 make such a
recommendation.
f) "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 Exchange 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.
g) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Investment Company Act.
h) "Disinterested director" means a director of an investment company
who is not an "interested person" of an investment company within
the meaning of Section 2(a)(19) of the Investment Company Act.
i) "Purchase or sale of a security" includes, among other things, the
writing of an option to purchase or sell a security.
j) "Review Officer" means the officer of the Adviser designated from
time to time by the Adviser to receive and review reports of
purchases and sales by access persons.
k) "Security" shall have the meaning set forth in Section 2(a)(36) of
the Investment Company Act, except that it shall not include
shares of registered open-end investment companies, 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 Company Act, bankers'
acceptances, bank certificates of deposit and commercial paper.
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1.3. EXEMPTED TRANSACTIONS
The Prohibitions of Section 1.4 of this Code shall not apply to:
a) Purchases of sales effected in any account over which the access
person has no direct or indirect influence or control.
b) Purchases or sales of securities which are not eligible for
purchase or sale by an investment company.
c) Purchases or sales which are non-volitional on the part of either
the access person or an investment company.
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 such rights were acquired from such issuer, and sales of
such rights so acquired.
f) Purchases or sales which receive the prior approval of the Review
Officer because they are only remotely potentially harmful to an
investment company as 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 the investment company.
1.4. PROHIBITED PURCHASES AND SALES
a) No access person shall purchase or sell, directly or indirectly,
any security in which he or she has, or by reason of such
transaction would acquire, any direct or indirect beneficial
ownership and which to his or her actual knowledge at the time of
such purchase or sale:
i) is being considered for purchase or sale by an investment
company; or
ii) is being purchased or sold by an investment company.
b) No access person shall reveal to any other person (except in the
normal course of his or her duties on behalf of an investment
company) any information regarding securities transactions by an
investment company or consideration by an investment company or
the Adviser or any such securities transaction.
c) No access person shall recommend any securities transaction by an
investment company without having disclosed his or her interest,
if any, in such
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securities or the issuer thereof, including without limitation (i)
his or her direct or indirect beneficial ownership of any
securities or 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 between such issuer or its affiliates, on the one
hand, and such person or any party in which such person has a
significant interest, on 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 the company 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.
1.5. PERSONAL INVESTMENT RESTRICTIONS
It is the policy of DAMIS that its clients' interests come first in
relation to all investment decisions, thereby requiring all employees
affiliated with the management and operations of its clients' assets to
adhere to the procedures stated below, regarding trading in their
personal accounts.
a) Deutsche Asset Management Personal Account Dealing Rules
All members of staff are subject to the Deutsche Asset Management
Personal Account Dealing Rules. The following procedures are
either additional requirements necessary because of the extra
territorial requirements of US regulation or reminders of points
especially pertinent to DAMIS.
b) Disclosure Of Holdings
All access persons must disclose, upon request, all personal
securities holdings upon commencement of employment and thereafter
on an annual basis.
Shares received on a pro rata basis to existing holdings and/or
received in lieu of dividends must be notified to DAMIS
Compliance.
DAMIS Compliance must be notified immediately a shareholding
interest in any company (public, limited and non-trading) reaches
3% of the issued share capital.
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c) Approvals
All personal securities transactions must be undertaken only with
the approval of an officer duly authorised to give such approval
by the Company.
d) Connected Persons
Restrictions on personal investment apply not only to all members
of staff but also to "connected persons", as defined in the
Deutsche Asset Management Personal Account Dealing Rules.
e) Client-Order Priority
All staff are prohibited from executing security transactions in
which any client orders are placed in those securities, until the
clients' orders have either been executed or cancelled.
f) Blackout Periods
All portfolio managers are prohibited from placing any trade in a
security within seven calendar days, either before or after, he /
she has placed a trade in that security for his / her client
accounts Any such cases must be examined by the DAMIS Compliance
Officer or designated alternate.
g) Short-Term Trading
All staff should refrain from short-term trading activity, which
is strongly discouraged for all personnel of the Deutsche Asset
Management Group. Unless specific exemption has been granted prior
to dealing (such exemption will only be granted on a case-by-case
basis by DAMIS Compliance personnel) the individual will be
required to disgorge short-term trading profits for securities
held for less than 60-days. The method of disgorgement will be
determined by a Committee to be organised by the Directors.
h) Initial Public Offerings
Staff are not permitted to participate in Initial Public Offerings
distributed in the United States of America.
i) Other Public Offers For Sale Outside The United States
Staff are permitted to apply for such public new issues and offers
for sale, subject to the Deutsche Asset Management Personal
Account Dealing Rules and to all the disclosure, approval,
short-term trading and customer-order priority prohibitions
outlined above. Multiple applications are not permitted.
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j) Public Offers For Sale Involving Affiliated Group Companies
In the case of a public new issue or offer for sale where an
affiliated Group company is the sole or joint primary underwriter
or offerer (or, in the case of an international issue, the lead or
co-lead manager) the following special rules apply:
i) any application by a member of staff for a "Group" issue
must be made through DAMIS designated dealers by completing
an application form which must be lodged, together with a
copy of the application form and a supporting cheque for
the full amount payable on application, with the DAMIS
designated dealers not later than 12 noon on the business
day before the latest date for the submission of
applications;
ii) no sale of or other dealing in (e.g. the sale of a call
option) any securities allotted or allocated in respect of
any such application will be permitted within a period of
three months after the date of commencement of dealings in
such securities, except with the specific prior written
approval of the Deutsche Asset Management Compliance
Director or one of his designated alternates. Any such
permission will only be granted in exceptional
circumstances.
k) Placings
No member of staff may allow his or her name to be put on a list
of prospective placees in any listed or unlisted security and must
not, in any circumstance, accept stock in any placing without the
specific prior written consent of the Deutsche Asset Management
Compliance Director, or one of his designated alternates. Such
consent will be withheld if it would place the member of staff in
conflict with the interests of a client or with the interests of
the Deutsche Asset Management Group itself, or if it might be
considered in any other way to be improper for the placing to be
accepted.
l) Gifts
Any staff receiving gifts or entertainment, other than normal
business lunches and dinners, must report these to DAMIS
Compliance. All gifts with a value of more than an agreed de
minimis sum (currently set at (pound)10) must surrender these
gifts into the safekeeping of DAMIS Compliance. . No cash or cash
equivalent gift may be offered or accepted.
m) Outside Interests
Any Director or member of staff wishing to accept an outside
directorship or assume an outside business interest is subject to
the requirements of the Compliance Manual.
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In particular, any interest involving investments or giving advice
on investments (for example, being a member of the finance
committee of a charity or trust) must not only have prior approval
but this must be renewed thereafter on an annual basis.
n) Contributions To Political Campaigns
DAMIS directors and staff are not permitted to make contributions
to the political campaigns of its clients, prospective clients or
their officers and employees. All requests for such contributions
must be reported to DAMIS Compliance.
o) Reporting
The access persons (including connected parties) who are required
to make reports hereunder are as follow:
o Directors and Officers of DAMIS
o All individuals who manage or deal on behalf of US
Investment Companies e.g. the MGIT funds
Every access person shall report to DAMIS Compliance the
information described in Section 5(e) of this Code with respect to
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; provided, however, that an
access person shall not be required to make a report with respect
to transactions effected for any account over which such person
does not have any direct or indirect influence.
Notwithstanding Section 5(b) of this Code, an access person need
not make a report where the report would duplicate information
recorded pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the
Investment Advisers Act of 1940.d). A disinterested director of an
investment company need only report a transaction in a security if
such director, at the time of that transaction, knew or, in the
ordinary course of fulfilling his official duties as a director of
the investment company, should have known that, during the 15-day
period immediately preceding the date of the transaction by the
director, such security was purchased or sold by the investment
company or was being considered by the investment company or its
investment adviser for purchase or sale by the investment company.
Every report shall be made not later than 10 days after the end of
the calendar quarter in which the transaction to which the report
relates was effected, and shall contain the following information:
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i) The date of the transaction, the title and the number of
shares, and the principal amount of each security involved;
ii) The nature of the transaction (i.e. purchase, sale or any
other type of acquisition or disposition);
iii) The price at which the transaction was effected; and,
iv) the name of the broker, dealer or bank with or through whom
the transaction was effected.
Any such report may contain a statement that the report shall not
be construed as an admission by the person making such report that
he has any direct or indirect beneficial ownership in the security
to which the report relates.
Each individual will also, upon request by DAMIS Compliance, be
required to supply a list of their personal holdings at the time
they are notified they are an access person and again on an annual
basis.
2. SANCTIONS
Upon discovering a violation of this Code, the Adviser 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. All material violations of this Code
and any sanctions imposed with respect thereto shall be reported
periodically to the board of directors of the investment company
with respect to which the violation occurred.
April 99
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