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Exhibit (p)(3)
ORBIMED ADVISERS INC.
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CODE OF ETHICS
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1. STATEMENT OF GENERAL PRINCIPLES
This Code of Ethics ("Code") expresses the policy and procedures of OrbiMed
Advisers Inc. (the "Adviser"), related to any registered investment company that
the Adviser manages ("Fund"). This Code is designed to ensure that no Access
Person takes advantage of his or her position, or places his or her own
interests above those of a Fund.
Rule 17j-l under the Investment Company Act of 1940, as amended, (the
"Act") makes it unlawful for certain persons in connection with the purchase or
sale of securities to, among other things, engage in any act, practice or course
of business which operates or would operate as a fraud or deceit upon a Fund. In
compliance with Rule 17j-1, this Code contains provisions that are reasonably
necessary to eliminate the possibility of any such conduct.
2. DEFINITIONS
"Access Person" shall mean an Advisory Person, or a director or officer of
the Adviser, or a director, officer or employee of a Fund who is also an
employee or officer of the Adviser.
"Advisory Person" means any employee of 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 a Fund, or whose
functions relate to the making of any recommendations with respect to such
purchases or sales of a Security for a Fund, and shall include any natural
person in a control relationship with a Fund or the Adviser who obtains
information concerning recommendations made regarding the purchase or sale of a
Security for a Fund.
"Beneficial ownership" shall be interpreted in the same manner as it would
be in determining whether any person who has or shares, directly or indirectly,
through any contract, arrangement, understanding, relationship, or otherwise, a
direct or indirect pecuniary interest in a Security. "Pecuniary interest" means
the opportunity, directly or indirectly, to profit or share in any profit
derived from a transaction in the Security. "Indirect pecuniary interest"
includes, but is not limited to, an interest in a Security held by members of
your immediate family who share your household, including your spouse, children
and stepchildren, parents, grandparents, brothers and sisters, and in-laws.
"Board" shall mean the board of directors or board of trustees of the Fund.
"Compliance Officer" shall mean the compliance officer appointed by the
Adviser.
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"Investment Personnel" means the Portfolio Manager and those persons who
provide information and advice to the Portfolio Manager or who help execute the
Portfolio Manager' decisions (e.g. securities analysts and traders).
"Initial Public Offering" means an offering of Securities registered under
the Securities Act by or for an issuer of such Securities which immediately
before the registration, was not subject to the reporting requirements of
Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended.
"Portfolio Manager" shall mean those persons who have direct responsibility
and authority to make investment decisions for a Fund.
"Preclearance List" shall mean the list maintained by the Compliance
Officer of all Securities eligible for purchase or sale by a Fund.
"Private Offering" shall mean a transaction in Securities that is exempt
from registration under Section 5 of the Securities Act pursuant to Section 4(2)
of the Securities Act or Regulation D or Rule 144A promulgated thereunder.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Security" shall mean 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 on any security or index of securities, or generally any interest or
instrument commonly known as a "security" or any certificate of participation,
warrant or right to subscribe or purchase any of the foregoing. Security does
not include securities issued by the U.S. Government, money-market instruments,
or shares of registered open-end investment companies (mutual funds).
The "purchase or sale of a Security" includes, among other things, the
buying, selling, or writing of an option to purchase or sell a Security.
3. PROHIBITED SECURITIES TRANSACTIONS
The prohibitions described below will only apply to a transaction in a
Security in which the designated person has, or by reason of such transaction
acquires or disposes, any direct or indirect beneficial ownership in such
Security ("Securities Transaction").
A. Preclearance
No Access Person shall execute a Securities Transaction in a Security on
the Preclearance List without obtaining the prior written consent of the
Compliance Officer. Furthermore, should written consent be given, Investment
Personnel are required to disclose such investment when participating in the
Fund's subsequent consideration of an investment in Securities of the same
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issuer. In such circumstances, the Fund's decision to purchase Securities of
such issuer should be subject to an independent review by the Compliance Officer
or president of the Adviser.
B. Blackout Trading Periods
(i) Access Persons. No Access Person shall execute a Securities Transaction
in a Security on a day when a Fund has a pending buy or sell order in that
Security until the Fund's order is executed or withdrawn. No Access Person shall
engage in a short sale of a Security in which the Fund holds a position.
(ii) Advisory Persons. Within the seventy-two hour period before a Fund
trades in a Security, no Advisory Person shall execute a Securities Transaction
in that Security. (Recognizing that most Securities Transactions by Advisory
Persons will only inadvertently fall within the seventy-two hour period before a
Fund trades in a Security, such Securities Transactions by Advisory Persons will
not be deemed violations of this Code provided that the Advisory Person complies
with the remedial procedures outlined in this paragraph.) Within the seventy-two
hour period after a Fund trades in a Security, no Advisory Person shall execute
a Securities Transaction in that Security that is opposite to the transaction
executed by that Fund (i.e., Advisory Person buys and Fund sells or Advisory
Person sells and Fund buys). If an Advisory Person executes a Securities
Transaction during the relevant blackout trading periods, such Advisory Persons
shall write a check to the Adviser for the amount of any better price obtained
by the Advisory Person on the Securities Transaction over the price obtained for
the Fund, and the Adviser shall donate such check to charity. If the Advisory
Person executed a Securities Transaction opposite to the transaction executed by
the Fund, the Compliance Officer shall determine an appropriate remedial action,
which may include a monetary fine, rescission of the Securities Transaction or
other suitable action.
C. Securities Offered in an Initial Public Offering or a Private Offering
- Investment Personnel
Investment Personnel may not acquire any securities in an Initial Public
Offering or a Private Offering without the prior written consent of the
Compliance Officer or the president of the Adviser. Furthermore, should written
consent be given, Investment Personnel are required to disclose such investment
when participating in the Fund's subsequent consideration of an investment in
such issuer. In such circumstances, the Fund's decision to purchase securities
of such issuer should be subject to an independent review by the Compliance
Officer or president of the Adviser.
4. EXEMPTED TRANSACTIONS
The prohibitions of Sections 3A and B of this Code shall not apply to:
A. Purchases or sales effected in any account over which the Access Person
or Portfolio Manager has no direct or indirect influence or control, or in any
account of the Access Person or Portfolio Manager which is managed on a
discretionary basis by a person other than such Access Person or Portfolio
Manager and with respect to which such Access Person or Portfolio Manager does
not in fact influence or control such transactions.
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B. Purchase or sale of a Security which is not eligible for purchase or
sale by the Fund.
C. Purchase or sale of a Security which is non-volitional on the part of
the Access Person, Portfolio Manager or 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 such rights were
acquired from such issuer, and sales of such rights so acquired.
F. Any fixed income Securities Transaction involving $50,000 principal
amount or less if the Access Person has no prior knowledge of such Securities
Transaction by the Fund.
5. REPORTING
A. The Compliance Officer shall periodically identify all Access Persons
and inform such Access Persons of their reporting and compliance obligations
under this Code of Ethics. The Compliance Officer shall maintain and update the
Preclearance List and periodically distribute the Preclearance List to Access
Persons. The Compliance Officer shall promptly inform Access Persons of any
changes to the Preclearance List.
B. Each Access Person must report to the Compliance Officer Securities
Transactions in which such Access Person has, or by reason of such transaction
acquires, any direct or indirect Beneficial Ownership in a Security. Such
reports must be made no later than ten business days after the end of the
calendar quarter in which the transaction(s) were effected. Such quarterly
reports must include the following information with respect to Securities
Transactions during the quarter:
(i) the date of the transaction, the name of the Security, and the number
of shares or the principal amount of each Security Transaction;
(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 which the
transaction was effected.
In the alternative, Access Persons may direct their broker(s) to supply to the
Compliance Officer on a timely basis duplicate copies of confirmations of all
personal Securities Transactions and copies of periodic statements for all
securities accounts, whether such accounts are currently existing or established
in the future.
C. Whenever a person designated as Investment Personnel recommends that the
Fund purchase or sell a Security, he or she shall disclose to the person to whom
the recommendation is made, as well as to the Compliance Officer, if he or she
presently owns such Security, or whether he or she is considering the purchase
or sale of such Security.
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D. Not later than ten days after a person becomes an Access Person, and
thereafter on an annual basis Access Persons will disclose all personal
securities holdings and all their accounts with any broker or dealer. On an
annual basis Access Persons will be sent a copy of the list of such Access
Person's securities accounts in which he or she has a beneficial ownership
interest to verify its accuracy and make any necessary additions or deletions.
Access Persons shall immediately notify the Compliance Officer upon establishing
any account with a securities or derivatives dealer or broker.
E. All personal matters relating to this Code discussed with the Compliance
Officer or the president, and all confirmations, account statements and personal
investment reports shall be kept in confidence, but will be available for
inspection by the Board of the Fund, the Adviser and the appropriate regulatory
agencies.
6. ANNUAL CERTIFICATION
On an annual basis Access Persons will be sent a copy of this Code for
their review. Access Persons will be asked to certify that they have read and
understand this Code and recognize that they are subject hereto. Access Persons
will be further asked to certify annually that they read the Code and that they
will comply with the provisions of the Code.
7. CONFIDENTIAL STATUS OF THE FUND'S PORTFOLIO
The current portfolio positions of the Fund and current portfolio
transactions, programs and analyses must be kept confidential. If non-public
information regarding the Fund's portfolio should become known to any Access
Person, whether in the line of duty or otherwise, he or she should not reveal it
to anyone unless it is properly part of his or her employment duties.
8. NON-PUBLIC MATERIAL INFORMATION
No Access Person may purchase or sell any Security, or be involved in any
way in the purchase or sale of a Security, while in possession of material
non-public information about the Security or its issuer, regardless of the
manner in which such information was obtained. This prohibition covers
transactions for clients, as well as Securities Transaction for personal
accounts.
Furthermore, no Access Person possessing material non-public information
may disclose such information to any person other than the Compliance Officer or
president of the Adviser, except to the extent authorized by such person.
Disclosing non-public material information to others is known as "tipping" and
is prohibited.
Non-public information includes corporate information, such as undisclosed
financial information about a corporation, and market information, such as a
soon-to-be-published article about a corporation. Material information is
information which an investor would consider important in making an investment
decision and which would substantially affect the market price of a security if
disclosed.
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9. GIFTS - INVESTMENT PERSONNEL
Investment Personnel shall not receive any gift or other thing of more than
de minimis value from any person or entity that does business with or on behalf
of the Fund. For purposes of this Code, "more than de minimis value" shall mean
any gift in excess of a value of $100. Any gift in excess of $100 shall be
reported to the Compliance Officer. Such policy does not prohibit normal
participation in a business meal or attendance at a sporting event or
entertainment function with such person.
10. SERVICES AS A DIRECTOR IN A PUBLICLY TRADED COMPANY - INVESTMENT PERSONNEL
Investment Personnel shall not serve on the boards of directors of publicly
traded companies, absent prior authorization by the president of the Adviser,
based upon a determination that the board service would be consistent with the
interests of the Fund and its shareholders.
11. OUTSIDE EMPLOYMENT
No Access Person may render investment advice to persons other than the
Adviser's clients, unless the advisory relationship, including the identity of
those involved and any fee arrangements, has been disclosed to and approved by
the Adviser. All Securities Transaction for such outside advisory clients are
also subject to the reporting requirements of this Code by such Access Person.
12. COMPLIANCE REVIEW
The Compliance Officer shall bring any questionable Securities Transactions
or potential violations of this Code to the attention of the president of the
Adviser. Before making any determination that a violation has been committed by
any person, the president shall give such person an opportunity to supply
additional information regarding the Securities Transaction or potential
violation in question.
13. SANCTIONS
The Adviser may impose such sanctions as they deem appropriate, including
inter alia, letter of censure or suspension or termination of employment of the
Access Person or a request for disgorgement of any profits received from a
Securities Transaction done in violation of this Code.
14. BOARD REVIEW
The Compliance Officer shall provide annually to the Board of the Fund a
copy of the existing Code and shall provide periodically any amendments of this
Code. The Compliance Officer shall submit annually to the Board of the Fund a
written report that:
A. Describes any issues arising under this Code or its procedures since the
last report to the Board, including, but not limited to, information about
material violations of this Code or its procedures and sanctions imposed in
response to the material violations; and
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B. Certifies that the Adviser has adopted procedures reasonably necessary
to prevent Access Persons from violating this Code.
15. RECORDKEEPING
The Compliance Officer shall maintain, effective with the adoption of this
Code, at the Adviser's principal place of business, the following records and
shall make these records available to the Securities and Exchange Commission and
its representatives:
A. A copy of each Code in effect during the past five years.
B. A record of any violation and the action taken during the past five
years.
C. A copy of each Access Person's reports.
D. A record of all Access Persons.
E. A copy of the written reports to the Board.
F. A record of the reasons for pre-approving transactions in Initial Public
Offerings or Private Offerings or in Securities on the Preclearance List.
G. A copy of each Preclearance List in effect during the past five years.
(8/00)
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ORBIMED ADVISERS INC.
CODE OF ETHICS
CERTIFICATION
I have read the Code of Ethics of OrbiMed Advisers Inc. in its entirety, and I
agree to fully comply with all of its provisions.
Dated:
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Signed:
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Print Name:
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(8/00)
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