Exhibit p
Amended and Restated
Code of Ethics
<PAGE>
PHOENIX INVESTMENT COUNSEL, INC.
AMENDED AND RESTATED
CODE OF ETHICS
1. Statement of Ethical Principles
-------------------------------
When Fund Access Persons covered by the terms of this Code of Ethics
engage in personal securities transactions, they must adhere to the
following general principles as well as to the Code's specific
provisions:
A. At all times, the interests of Fund shareholders
must be paramount;
B. Personal transactions must be conducted consistent
with this Code of Ethics in a manner that avoids any actual or
potential conflict of interest; and
C. No inappropriate advantage should be taken of any
position of trust and responsibility.
2. Definitions
-----------
A. "Fund" means each and every investment company, or
series thereof, or other institutional account managed by the
Adviser, individually and collectively.
B. "Access Person" means any Trustee (other than a
Disinterested Trustee who does not obtain information
concerning recommendations made to the Fund regarding the
purchase or sale of a security), officer, general partner,
Portfolio Manager or Advisory Person of the Fund or (i) any
temporary or permanent employee of the Fund or of any company
in a control relationship to the Fund, who, in connection with
his regular functions or duties, makes, participates in or
obtains information regarding the purchase or sale of a
security by the Fund, 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 Fund who obtains information concerning recommendations
made to the Fund with regard to the purchase or sale of a
security. For purposes of Section 4, "Access Person" shall not
include Advisory Persons nor Portfolio Managers. The
Compliance Officer of each Fund shall maintain a list of the
Fund's Access Persons.
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<PAGE>
C. "Advisory Person" means any Portfolio Manager or
other investment person, such as an analyst or trader, who
provides information and advice to a Portfolio Manager or
assists in the execution of the investment decisions. For
purposes of Section 4, "Advisory Person" shall not include
Portfolio Managers.
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 Advisory
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 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.
F. "Control" shall have the same meaning as that set
forth in Section 2(a)(9) of the Investment Company Act, as
amended.
G. "Disinterested Trustee" means a Trustee of a Fund
who is not an "interested person" of the Fund within the
meaning of Section 2(a)(19) of the Investment Company Act, as
amended.
H. "Initial Public Offering" means a public sale of
an issue not previously offered to the public.
I. "Managed Fund" shall mean those Funds, individually
and collectively, for which the Portfolio Manager makes buy
and sell decisions.
J. "Portfolio Manager" means the person entrusted to
make the buy and sell decisions for a Fund.
K. "Private Placement" shall have the same meaning as
that set forth in Section 4(2) of the Securities Exchange Act.
L. "Purchase or sale of a security" includes inter alia,
the writing of an option or the purchase or sale of a
security that is exchangeable for or convertible into, a
security that is held or to be acquired by a Fund.
M. "Security" shall have the meaning set forth in
Section 2(a)(36) of the Investment Company Act, as amended,
except that it shall not include securities issued by the
Government of the United States, bankers' acceptances, bank
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<PAGE>
certificates of deposit, commercial paper and shares of
registered open-end investment companies.
N. "Short term trading" is buying and then selling or
selling and then buying the same (or equivalent) securities
within seven (7) calendar days (e.g. opening transaction at
"T" and closing transaction at T + 6 calendar days or less).
3. Exempted Transactions
---------------------
The prohibitions of Section 4 of this Code 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 in the reasonable estimation of the Compliance
Officer.
B. Purchases or sales of securities (1) not eligible
for purchase or sale by the Fund; or (2) specified from time
to time by the Trustees, subject to such rules, if any, as the
Trustees shall specify.
C. Purchases or sales which are non-volitional on the
part of either the Access Person or the Fund.
D. Purchases of shares necessary to establish an
automatic dividend reinvestment plan or pursuant to an
automatic dividend reinvestment plan, and subsequent sales of
such securities.
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.
4. Prohibited Activities
---------------------
A. IPO Rule: No Advisory Person or Portfolio Manager may
purchase securities in an Initial Public Offering, except with
the prior approval of the Compliance Officer of the Fund.
B. Private Placement Rule: No Advisory Person or
Portfolio Manager may purchase securities in a Private
Placement unless such purchase has been approved by the
Compliance Officer of the Fund. Any such approved purchase
should be disclosed to the Fund if that issuer's securities
are being considered for purchase or sale by the Fund. Such
consideration for purchase or sale shall be conducted by a
person other than the interested Advisory Person or Portfolio
Manager.
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<PAGE>
C. Preclearance Rule: No Access Person, Advisory Person
nor Portfolio Manager may purchase or sell a security unless
such purchase or sale has been precleared by the Compliance
Officer of the Fund. Preclearance shall be valid through the
business day next following the day preclearance is given.
Exceptions: The following securities transactions are exempt
from the pre-clearance requirement:
1. Purchases or sales of up to 1,000 shares of
securities of issuers ranked within the top
200 of the Standard & Poor's 500 Composite
Stock Index (S&P 500) (the "Large Cap List")
at the time of purchase or sale. The
Compliance Officer of the Fund shall
distribute an updated list of such
securities quarterly.
2. Purchase orders sent directly to the
issuer via mail (other than in connection
with a Private Placement) or sales of such
securities which are redeemed directly by
the issuer via mail.
NOTE: THE COMPLIANCE OFFICER OF THE FUND MAY DENY APPROVAL OF
ANY TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE
RULE, EVEN IF NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS,
IF HE/SHE REASONABLY BELIEVES THAT DENYING PRECLEARANCE IS
NECESSARY FOR THE PROTECTION OF A FUND. ANY SUCH DENIAL MAY BE
APPEALED TO THE FUND'S COUNSEL. THE DECISION OF COUNSEL SHALL
BE FINAL.
D. Open Order Rule: No Access Person, Advisory Person or
Portfolio Manager may purchase or sell, directly or
indirectly, any security in which he has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership, when a Fund has a pending "buy" or "sell" order for
that security of the same type (i.e. buy or sell) as the
proposed personal trade, until the Fund's order is executed or
withdrawn.
Exceptions: The following securities transactions are exempt
from the Open Order Rule:
1. Purchases or sales of up to 1,000
shares of securities of issuer on the Large
Cap List at the time of the transaction.
2. Purchases or sales approved by the
Compliance Officer of the Fund in his/her
discretion.
ANY PROFITS REALIZED ON A PERSONAL TRADE IN VIOLATION OF THIS
SECTION 4D MUST BE DISGORGED.
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<PAGE>
E. Blackout Rule: If a Portfolio Manager's Managed Fund
holds a security that is the subject of a proposed personal
trade by that Portfolio Manager, such personal trade may be
permitted only as follows:
1. If the proposed personal trade is on
the same side as the last Managed Fund
transaction in that security, the personal
trade cannot occur within two days of such
Managed Fund transaction (i.e. neither at T
nor T + 1 calendar day).
2. If the proposed personal trade is on
the opposite side of the last Managed Fund
transaction in that security, the personal
trade cannot occur unless (a) it is more
than two days after the Managed Fund
transaction (i.e. T + 2 calendar days or
later) AND (b) the Preclearance Request, if
required for such personal transaction (i.e.
it is not eligible for the Large Cap List
exception to the Preclearance Rule) sets
forth, to the reasonable satisfaction of the
Compliance Officer, an explanation of the
reasons the Managed Fund is not effecting a
similar transaction.
Transactions permitted under the Blackout Rule must also
satisfy the Short Term Trading Rule, the Open Order Rule, and
the Preclearance Rule if and to the extent the transaction is
not covered by exceptions to those rules.
Note: Read together, the Short Term Trading Rule and the
Blackout Rule generally will require that a Portfolio Manager
must hold a position in a security until the LATER of (a) T +
7 calendar days ( T = his/her Opening Transaction); and (b) T
+ 2 (T = the Managed Fund's last transaction in that
security).
ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL
TRADE IN VIOLATION OF THIS SECTION 4E MUST BE DISGORGED.
F. Short Term Trading Rule: No Advisory Person or
Portfolio Manager may engage in Short Term Trading for profit.
Exceptions:
----------
1. Advisory Persons may effect Closing
Transactions (i.e. a sale after a purchase
or a purchase after a sale of the same
security) within 7 calendar days of the
Opening Transaction in that security (i.e.
within T + 6 calendar days or less) (a) if
there are no Fund trades in that security
within that period; or (b) if there are Fund
trades in that security within that period,
there are no Fund trades in that security on
the opposite side of the proposed personal
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<PAGE>
Closing Transaction occurring prior to the
proposed personal Closing Transaction. This
Short Term Trading Exception does not
constitute a waiver of either the Open Order
Rule or the Preclearance Rule.
2. Portfolio Managers may effect Closing
Transactions within 7 calendar days of the
Opening Transaction in that security (i.e.
within T + 6 calendar days or less (a) if
there are no Fund trades in that security
within that period; or (b) if there are Fund
trades in that security within that period,
(i) there are no trades in that security in
any of his/her Managed Funds occurring prior
to the proposed personal Closing
Transaction, and (ii) no trades in that
security for any other Fund on the opposite
side of the proposed personal Closing
Transaction occurring prior to the proposed
personal Closing Transaction. This Short
Term Trading Exception does not constitute a
waiver of any of the Open Order Rule, the
Blackout Rule or the Preclearance Rule.
Note: Read together, the Short Term Trading Rule and the
Blackout Rule generally will require that a Portfolio Manager
must hold a position in a security until the LATER of (a) T +
7 calendar days ( T = his/her Opening Transaction); and (b) T
+ 2 (T = the Managed Fund's last transaction in that
security).
ANY PROFITS REALIZED ON SHORT TERM TRADING IN CONTRAVENTION OF
THIS POLICY MUST BE DISGORGED.
G. No Advisory Person shall accept any gift or other
item of more than de minimis value from any person or entity
that does business with or on behalf of the Fund.
H. No Advisory Person shall serve on the board of
directors of a publicly traded company without prior
authorization by the President or the Compliance Officer of
the Fund. If board service is authorized, such Advisory Person
shall have no role in making investment decisions with respect
to the publicly traded company.
5. Compliance Procedures
---------------------
A. All Access Persons shall direct their brokers to
supply, at the same time that they are sent to the Access
Person, a copy of the confirmation for each personal
securities trade and a copy of each periodic account statement
to the Fund's Compliance Officer.
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<PAGE>
B. Every Access Person shall report to the Fund the
information described in Section 5D 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.
C. A Disinterested Trustee of the Fund need only report
a transaction in a security if such Trustee, at the time of
that transaction knew or, in the ordinary course of fulfilling
his official duties as a Trustee of the Fund, should have
known that, (1) during the 7-day period immediately preceding
or after the date of the transaction by the Trustee, such
security was purchased or sold by the Fund or (2) such
security was being considered for purchase or sale by the
Fund.
D. Every report required pursuant to Section 5B above
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:
(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;
(iv) The name of the broker, dealer or bank with
or through whom the transaction was effected; and
(v) The date of approval of the transaction and
the person who approved it as required by Section 4B
or C above.
E. Each Access Person and Disinterested Trustee shall
submit a report listing all personal securities holdings to
the Compliance Officer upon the commencement of service and
annually thereafter. This annual report shall include a
certification by the Access Person that he or she has read and
understood the Code of Ethics and has complied with the Code's
requirements.
F. Any report made under this Section 5 may contain a
statement that the report shall not be construed as an
admission by the person making such report that he or she has
any direct or indirect beneficial ownership in the security to
which the report relates.
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<PAGE>
G. The Compliance Officer shall submit an annual report
to the Fund's Board of Trustees that summarizes the current
Code of Ethics procedures, identifies any violations requiring
significant remedial action, and recommends appropriate
changes to the Code, if any.
H. Any Access Person or Disinterested Trustee shall
immediately report any potential violation of this Code of
which he or she becomes aware to the Fund's Compliance
Officer.
6. Sanctions
---------
Upon discovering a violation of this Code, the Board of Trustees of the
Fund may impose such sanctions as it deems appropriate, including inter
alia, a letter of censure or suspension or termination of employment,
or suspension of personal trading privileges for such period as it may
deem appropriate.
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<PAGE>
AMENDED AND RESTATED
CODE OF ETHICS (MAY 31, 2000)
PHOENIX FUNDS
PHOENIX-DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
PHOENIX-ABERDEEN SERIES FUND
PHOENIX - ENGEMANN FUNDS
PHOENIX-SENECA FUNDS
PHOENIX-ZWEIG FUNDS
1. Statement of Ethical Principles
-------------------------------
These principles are applicable to employees of Phoenix Investment
Partners, Ltd. and its related advisory and broker-dealer subsidiaries,
including Phoenix Investment Counsel, Inc., Duff & Phelps Investment
Management Co, National Securities & Research Corporation,
Phoenix-Aberdeen International Advisors, LLC, Roger Engemann &
Associates, Inc., Seneca Capital Management LLC, Phoenix/Zweig Advisers
LLC, Phoenix Equity Planning Corporation, and PXP Securities
Corporation. Our subsidiaries may impose further limitations on
personal trading subject to notifying Counsel and the Compliance
Officer of Phoenix Investment Partners, Ltd.
When Fund Access Persons covered by the terms of this Code of Ethics
engage in personal securities transactions, they must adhere to the
following general principles as well as to the Code's specific
provisions:
A. At all times, the interests of Fund shareholders
must be paramount;
B. Personal transactions must be conducted consistent
with this Code of Ethics in a manner that avoids any actual
or potential conflict of interest; and
C. No inappropriate advantage should be taken of any
position of trust and responsibility.
2. Definitions
-----------
A. "Fund" means each and every investment company, or
series thereof, or other institutional account managed by the
Adviser, individually and collectively.
B. "Access Person" means any Trustee (other than a
Disinterested Trustee who does not obtain information
concerning recommendations made to the Fund regarding the
purchase or sale of a security), officer, general partner,
Portfolio Manager or Advisory Person of the Fund or (i) any
temporary or permanent employee of the Fund or of any company
in a control relationship to the Fund, who, in connection with
his regular functions or duties, makes, participates in or
obtains information regarding the purchase or sale of a
security by the Fund, 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 Fund who obtains information concerning recommendations
made to the Fund with regard to the purchase or sale of a
security. The Compliance Officer of each Fund shall maintain a
list of the Fund's Access Persons.
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<PAGE>
C. "Advisory Person" means any Portfolio Manager or
other investment person, such as an analyst or trader, who
provides information and advice to a Portfolio Manager or
assists in the execution of the investment decisions. For
purposes of Section 4, "Advisory Person" shall not include
Portfolio Managers.
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 Advisory 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
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.
F. "Control" shall have the same meaning as that set
forth in Section 2(a)(9) of the Investment Company Act, as
amended.
G. "Disinterested Trustee" means a Trustee of a Fund who
is not an "interested person" of the Fund within the meaning
of Section 2(a)(19) of the Investment Company Act, as amended.
H. "Initial Public Offering" means a public sale of an
issue not previously offered to the public.
I. "Managed Fund" shall mean those Funds, individually
and collectively, for which the Portfolio Manager makes buy
and sell decisions.
J. "Portfolio Manager" means the person entrusted to
make the buy and sell decisions for a Fund.
K. "Private Placement" shall have the same meaning as
that set forth in Section 4(2) of the Securities Exchange
Act.
L. "Purchase or sale of a security" includes inter alia,
the writing of an option or the purchase or sale of a security
that is exchangeable for or convertible into, a security that
is held or to be acquired by a Fund.
M. "Security" shall have the meaning set forth in
Section 2(a)(36) of the Investment Company Act, as amended,
except that it shall not include securities issued by the
Government of the United States, bankers' acceptances, bank
certificates of deposit, commercial paper and shares of
registered open-end investment companies.
3. Exempted Transactions
---------------------
The prohibitions of Section 4 of this Code shall not apply to:
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<PAGE>
A. Purchases or sales effected in any account over which
the Access Person has no direct or indirect influence or
control in the reasonable estimation of the Compliance
Officer.
B. Purchases or sales of securities (1) not eligible for
purchase or sale by the Fund; or (2) specified from time to
time by the Trustees, subject to such rules, if any, as the
Trustees shall specify.
C. Purchases or sales which are non-volitional on the
part of either the Access Person or the Fund.
D. Purchases of shares necessary to establish an
automatic dividend reinvestment plan or pursuant to an
automatic dividend reinvestment plan, and subsequent sales of
such securities.
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. Purchase or sale of securities issued by Phoenix
Investment Partners, Ltd. unless otherwise restricted.
4. Prohibited Activities
---------------------
A. IPO Rule: No Access Person, Advisory Person or
Portfolio Manager may purchase securities in an Initial Public
Offering, except with the prior approval of the Compliance
Officer of the Fund. This rule also applies to IPO's offered
through the Internet.
B. Private Placement Rule: No Access Person,
Advisory Person or Portfolio Manager may purchase securities
in a Private Placement unless such purchase has been
approved by the Compliance Officer of the Fund. Any such
approved purchase should be disclosed to the Fund if that
issuer's securities are being considered for purchase or sale
by the Fund.
C. Preclearance Rule: No Access Person, Advisory
Person or Portfolio Manager may purchase or sell a security
unless such purchase or sale has been precleared by the
Compliance Officer of the Fund. Preclearance is required prior
to executing a trade through a personal Internet brokerage
account. It is also required for trades in securities valued
at $5.00 or less, and for option trades, including but not
limited to puts, calls and well-known stock indices (e.g. the
S&P 500). Preclearance is valid through the business day next
following the day preclearance is given.
Exceptions: The following securities transactions do not
require preclearance:
1. Purchases or sales of up to 500 shares of
securities of issuers ranked in the Standard
& Poor's 500 Composite Stock Index (S&P 500)
at the time of purchase or sale. The
Compliance Officer of the Fund shall
distribute an updated list of such
securities quarterly. A copy of the list
will be
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<PAGE>
maintained on the Intranet web site
for Phoenix Investment Partners, Ltd. and
will be updated quarterly.
2. Purchase orders sent directly to the issuer
via mail (other than in connection with a
Private Placement) or sales of such
securities which are redeemed directly by
the issuer via mail.
NOTE: THE COMPLIANCE OFFICER OF THE FUND MAY DENY APPROVAL OF
ANY TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE
RULE, EVEN IF NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS,
IF HE/SHE REASONABLY BELIEVES THAT DENYING PRECLEARANCE IS
NECESSARY FOR THE PROTECTION OF A FUND. ANY SUCH DENIAL MAY BE
APPEALED TO THE FUND'S COUNSEL. THE DECISION OF COUNSEL SHALL
BE FINAL.
D. Open Order Rule: No Access Person, Advisory Person or
Portfolio Manager may purchase or sell, directly or
indirectly, any security in which he has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership, when a Fund has a pending "buy" or "sell" order for
that security of the same type (i.e. buy or sell) as the
proposed personal trade, until the Fund's order is executed or
withdrawn.
Exceptions: The following securities transactions are
exempt from the Open Order Rule:
1. Purchases or sales of up to 500 shares of
securities of issuers in the S&P 500 at the
time of the transaction.
2. Purchases or sales approved by the
Compliance Officer of the Fund in his/her
discretion.
ANY PROFITS REALIZED ON A PERSONAL TRADE IN VIOLATION OF THIS
SECTION 4D MUST BE DISGORGED.
E. Blackout Rule: If a Portfolio Manager's Managed Fund
holds a security that is the subject of a proposed personal
trade by that Portfolio Manager, such personal trade may be
permitted only as follows:
1. If the proposed personal trade is on the
same side as the last Managed Fund
transaction in that security, the personal
trade cannot occur within two days of such
Managed Fund transaction (i.e. neither at T
nor T + 1 calendar day).
2. If the proposed personal trade is on the
opposite side of the last Managed Fund
transaction in that security, the personal
trade cannot occur unless (a) it is more
than two days after the Managed Fund
transaction (i.e. T + 2 calendar days or
later) AND (b) the Preclearance Request, if
required for such personal transaction (i.e.
it is not eligible for the exception of
securities listed in the S&P 500 to the
Preclearance Rule), sets forth, to the
reasonable satisfaction of the Compliance
Officer, an explanation of the reasons the
Managed Fund is not effecting a similar
transaction.
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<PAGE>
Transactions permitted under the Blackout Rule must also
satisfy the Open Order Rule and the Preclearance Rule if and
to the extent the transaction is not covered by exceptions to
those rules.
ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL
TRADE IN VIOLATION OF THIS SECTION 4E MUST BE DISGORGED.
F. Holding Period Rule: Access Persons, Advisory Persons
and Portfolio Managers must hold each Security, for a period
of not less than sixty (60) days, whether or not the purchase
of such Security was an exempt transaction under any other
provision of Section 4.
ANY PROFITS REALIZED ON TRADING IN CONTRAVENTION OF THIS
POLICY MUST BE DISGORGED.
G. No Access Person, Advisory Person or portfolio
manager shall annually accept any gift or other item of more
than $100 in value from any person or entity that does
business with or on behalf of the Fund.
H. No Advisory Person shall serve on the board of
directors of a publicly traded company without prior
authorization by the President or the Compliance Officer of
the Fund. If board service is authorized, such Advisory Person
shall have no role in making investment decisions with respect
to the publicly traded company.
5. Compliance Procedures
---------------------
A. All Access Persons shall direct their brokers to
supply, at the same time that they are sent to the Access
Person, a copy of the confirmation for each personal
securities trade and a copy of each periodic account statement
to the Fund's Compliance Officer.
B. Every Access Person shall report to the Fund the
information described in Section 5D 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.
C. A Disinterested Trustee of the Fund need only report
a transaction in a security if such Trustee, at the time of
that transaction knew or, in the ordinary course of fulfilling
his official duties as a Trustee of the Fund, should have
known that, (1) during the 7-day period immediately preceding
or after the date of the transaction by the Trustee, such
security was purchased or sold by the Fund or (2) such
security was being considered for purchase or sale by the
Fund.
D. Every report required pursuant to Section 5B above
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:
(i) The date of the transaction, the title and
the number of shares, and the principal amount of
each security involved;
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<PAGE>
(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;
(iv) The name of the broker, dealer or bank with
or through whom the transaction was effected; and
(v) The date of approval of the transaction and
the person who approved it as required by Section 4B
or C above.
E. Each Access Person shall submit a report listing all
personal securities holdings to the Compliance Officer upon
the commencement of service and annually thereafter. The
annual report shall be as of December 31 and include a
certification by the Access Person that he or she has read and
understood the Code of Ethics and has complied with the Code's
requirements. The annual report and certification will be
submitted to the Compliance Officer by January 30.
F. Any report made under this Section 5 may contain a
statement that the report shall not be construed as an
admission by the person making such report that he or she has
any direct or indirect beneficial ownership in the security to
which the report relates.
G. The Compliance Officer shall submit an annual
report to the Fund's Board of Trustees that summarizes the
current Code of Ethics procedures, identifies any violations
requiring significant remedial action, and recommends
appropriate changes to the Code, if any.
H. Any Access Person or Disinterested Trustee shall
immediately report any potential violation of this Code of
which he or she becomes aware to the Fund's Compliance
Officer.
6. Sanctions
---------
Upon discovering a violation of this Code, the Board of Trustees of the
Fund may impose such sanctions as it deems appropriate, including inter
alia, a letter of censure or suspension or termination of employment,
or suspension of personal trading privileges for such period as it may
deem appropriate.
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<PAGE>
ROGER ENGEMANN & ASSOCIATES, INC.
================================================================================
Amended and Restated
Statement of Policy
on
Personal Trading
and Confidential Information
================================================================================
As a registered investment adviser under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), with substantial responsibility to it's
advisory clients, ROGER ENGEMANN & ASSOCIATES, INC. (the "Company") has an
obligation to implement and maintain a meaningful policy governing the personal
trading and use of confidential and material nonpublic information by it's
officers, directors and employees. The purpose of this Statement of Policy is to
minimize conflicts of interest (including the appearance of such conflicts), as
well as to comply with the Insider Trading and Securities Fraud Transaction Act
of 1988, as amended ("ITSFEA") and the Advisers Act. In addition, this Statement
of Policy is designed to provide a program for educating, detecting and
preventing insider trading by, the officers, directors and employees of the
Company.
INSIDER TRADING
---------------
A. BACKGROUND
1. INSIDER TRADING. It is unlawful to engage in "insider
trading." This means, in general, that no "insider" may (i)
purchase or sell a security on the basis of material,
nonpublic information or (ii) communicate material, nonpublic
information to another where the communication leads to, or is
intended to lead to, a purchase or sale of securities.
Although the insider trading prohibitions extend to the
activities of each employee of the Company, it is not
anticipated that such persons will routinely receive "inside
information." However, to educate the Company's employees,
<PAGE>
more information describing "insider trading" and the
penalties for such trading is set forth below. Compliance
procedures regarding the use of inside information, if any,
obtained by any of the Company's employees also are described.
2. OTHER CONFIDENTIAL INFORMATION. Certain information obtained
by the Company that does not constitute "inside" information
still constitutes confidential information that must be
protected by the Company and it's employees. Compliance
procedures regarding the use and treatment of all confidential
information are set forth below.
3. CONFLICTS OF INTEREST. Because the Company is a fiduciary to
it's clients, each employee of the Company must avoid actual
and apparent conflicts of interest with the Company's clients.
Such conflicts of interest could arise if securities are
bought or sold for personal accounts in a manner that would
significantly compete with the purchase or sale of securities
for clients or if securities are bought or sold for client
accounts in a manner that is advantageous to such personal
accounts. More information describing such conflicts of
interest and the compliance procedures for avoiding such
conflicts of interest are set forth below.
B. INSIDER TRADING
1. INSIDER TRADING DEFINED. The term "insider trading" is
generally used to refer to (i) a person's use of material,
nonpublic information in connection with transactions in
securities and (ii) certain communications of material,
nonpublic information.
The laws concerning insider trading generally prohibit:
o The purchase or sale of securities by an insider, on the basis
of material, nonpublic information;
o The purchase or sale of securities by a non-insider, on the
basis of material, nonpublic information if the information
was disclosed to the non-insider in violation of an insider's
duty to keep the information confidential or was
misappropriated; or
o The communication of material, nonpublic information in
violation of a confidentiality obligation where the
information leads to a purchase or sale of securities.
a. WHO IS AN INSIDER? The concept of "insider" is broad. It
includes the officers, directors, employees and majority
shareholders of a company. In addition, a person can be
considered a "temporary insider" of a company if he or she
enters into a confidential relationship in the conduct of the
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company's affairs and, as a result, is given access to company
information that is intended to be used solely for company
purposes. A temporary insider can include, among others, a
company's attorneys, accountants, consultants, investment
bankers, commercial bankers and the employees of such
organizations. In order for a person to be considered a
temporary insider of a particular company, the company must
expect that the person receiving the information will keep the
information confidential and the relationship between the
company and the person must at least imply such a duty.
Analysts are usually not considered insiders of the company
that they follow, although if an analyst is given confidential
information by a company's representative in a manner in which
the analyst knows or should know to be a breach of that
representative's duties to the company, the analyst may become
a temporary insider.
b. WHAT IS MATERIAL INFORMATION? Trading on inside information is
not a basis for liability unless the information is
"material." "Material" information is generally defined as
information that a reasonable investor would likely consider
important in making his or her investment decision, or
information that is reasonably certain to have a substantial
effect on the price of a company's securities. Information
that should be considered material includes, but is not
limited to: dividend changes, earnings estimates, changes in
previously released earnings estimates, significant merger or
acquisition proposals or agreement, major litigation,
liquidity problems and extraordinary management developments.
Material information does not have to relate to a company's
business, it can be significant market information. (For
example, a reporter for The Wall Street Journal was found
criminally liable for disclosing to others the dates on which
reports on various companies would appear in The Wall Street
Journal and whether or not those reports would be favorable.)
c. WHAT IS NONPUBLIC INFORMATION? Information is nonpublic unless
it has been effectively communicated to the market place. For
information to be considered public, one must be able to point
to some fact to show that the information has been generally
disseminated to the public. For example, information found in
a report filed with the SEC or appearing in Dow Jones, Reuters
Economic Services, The Wall Street Journal or another
publication of general circulation is considered public.
Market rumors are not considered public information.
2. PENALTIES FOR INSIDER TRADING. Penalties for trading on or
communicating material, nonpublic information are severe, both
for the individuals involved in the unlawful conduct and for
its employers. A person can be subject to some or all of the
penalties set forth below even if he or she does not
personally benefit from the violation. Penalties include:
2
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o civil injunctions;
o disgorgement of profits;
o jail sentences;
o fines for the person who committed the violation of up to
three times the profit gained or loss avoided (per violation,
or illegal trade), whether or not the person actually
benefited from the violation; and
o fines for the employer or other controlling person of the
person who committed the violation of up to the greater of
$1,000,000 or three times the amount of the profit gained or
loss avoided per violation, or illegal trade.
In addition, any violation of the procedures set forth in this
Statement of Policy can be expected to result in serious
sanctions by the Company, including dismissal of the persons
involved.
3. PROCEDURES REGARDING THE RECEIPT OF MATERIAL NONPUBLIC
INFORMATION. Because the Company does not have an investment
banking division or affiliate, it does not anticipate it's
officers, directors and employees routinely being in receipt
of material, nonpublic information. However, such persons may
from time-to-time receive such information. If any such person
receives any information which may constitute such material,
nonpublic information, such person (i) should not buy or sell
any securities (including options or other securities
convertible into or exchangeable for such securities) for a
personal account or a client account, (ii) should not
communicate such information to any other person (other than
the Compliance Officer) and (iii) should discuss promptly such
information with the Compliance Officer. Under no
circumstances should such information be shared with any
persons not employed by the Company, including family members
and friends.
C. OTHER CONFIDENTIAL INFORMATION
1. GENERALLY. In addition to material, nonpublic information, the
Company or it's employees may receive other confidential
information from it's clients, issuers of securities or other
third parties. Such confidential information may include,
among other things, (i) proprietary information that is
important to the client, issuer or other party, but that is
not "material" or (ii) information that could be embarrassing
for the client, issuer or third party if disclosed. Even
information that appears commonplace, such as the name of a
client, issuer or third party may, either alone or when
coupled with other available information, constitute
proprietary, sensitive or
3
<PAGE>
confidential information. Therefore, all information that an
employee obtains through the Company should be considered
confidential unless that information is specifically available
to the public.
2. PROCEDURES REGARDING USE AND TREATMENT OF CONFIDENTIAL INFORMATION.
a. NO PERSONAL USE. All confidential information, whatever the
source, may be used only in the discharge of the employee's
duties with the Company. Confidential information may not be
used for any personal purpose, including the purchase or sale
of securities.
b. TREATMENT OF CONFIDENTIAL INFORMATION. The Company encourages
each of it's employees to be aware of, and sensitive to, such
employee's treatment of confidential information. Each
employee is encouraged not to discuss such information unless
necessary as part of his or her duties and responsibilities
with the Company, not to store confidential information in
plain view where anyone entering the room may see it, and to
remove confidential information from conference rooms,
reception areas or other areas where third parties may
inadvertently see it. Particular care should be exercised if
confidential information must be discussed in public places,
such as elevators, taxicabs, trains or airplanes, where such
information may be overheard. Under no circumstances may
confidential information be shared with any person, including
the spouse or other family member, who is not an employee of
the Company.
PERSONAL TRADING
----------------
D. CONFLICTS OF INTEREST INVOLVING TRADING FOR PERSONAL ACCOUNTS
1. FIDUCIARY DUTY TO AVOID CONFLICTS OF INTEREST. As noted above,
because the Company is a fiduciary to it's clients, the
Company and each of it's employees must avoid actual and
apparent conflicts of interest with the Company's clients. In
addition, non-employee "access persons" with respect to the
mutual funds advised by the Company are covered by this
section of the Statement of Policy.
2. WHO IS COVERED. The following persons are subject to this
section of this Statement of Policy: all employees of the
Company (also referred to as "Associates") and all
non-employee "access persons" as that term is defined in Rule
17j-1 under the Investment Company Act of 1940. Directors of
the Company and Trustees of the Investment Company directly
advised by the Company are non-employee access persons. Such
non-employee access persons include both interested mutual
fund Trustees and independent (or disinterested) mutual fund
Trustees. All non-employee Directors of the Company and
interested mutual fund
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Trustees are referred to herein as reporting non-employee
access persons. Independent mutual fund Trustees are referred
to as non-reporting non-employee access persons.
3. PERSONAL ACCOUNT DEFINED. The "personal account" of an
employee of the Company or non-employee access person shall
include each and every account for which such employee or
non-employee access person, directly or indirectly, influences
or controls the investment decisions of such account. This
would include any account of (i) any employee or non-employee
access person, (ii) the spouse of such employee or
non-employee access person, (iii) any children under the age
of 22 of such employee or non-employee access person, and/or
(iv) any other person residing in the same household of such
employee or non-employee access person. Each account shall be
deemed a personal account of the employee or non-employee
access person UNLESS such employee or non-employee access
person certifies in writing to the Compliance Department for
each applicable personal account that: (x) the certifying
employee or non-employee access person does not influence the
investment decisions for such account, and (y) the person or
persons making the investment decisions for such account do
not make such decisions, in whole or in part, based upon any
information provided by the certifying employee or
non-employee access person. (For example, if an employee or
non-employee access person has established an account with an
investment adviser or broker/dealer and has signed a written
contract giving the investment adviser or broker/dealer full
discretion over the account.)
4. SECURITIES DEFINED. The term "security" shall have the same
meaning as that set forth in Section 2(a)(36) of the
Investment Company Act of 1940, as amended, except that it
shall not include securities issued by the Government of the
United States, bankers' acceptances, bank certificates of
deposit, commercial paper and shares of registered open-end
investment companies.
E. PROCEDURES REGARDING CONFLICTS OF INTEREST INVOLVING PERSONAL ACCOUNTS
1. LIMITATIONS ON CERTAIN PERSONAL TRANSACTIONS. We take the
subject of personal trading extremely seriously. In order to
avoid any conflict of interest, or the appearance of any
conflict of interest, the following rules have been adopted by
the Company.
2. PRECLEARANCE RULE: All employees of the Company are required
to obtain written approval from Portfolio Management and the
Compliance Officer before a security transaction may be
executed for the employee's personal account (as defined in
Section D3).
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<PAGE>
a. EXEMPT PRECLEARANCE RULE TRANSACTIONS: The following
securities transactions are exempt from the pre-clearance
rule:
1. Purchase or sale of up to 500 shares per day of any
security listed on the Standard & Poor's 500 Composite Stock
Index list (the "S&P 500 list"). The Compliance Department
will maintain, update and distribute, at the beginning of each
quarter, a list of securities that are currently ranked within
the S&P 500 as of the beginning of each calendar quarter.
2. Purchase of a security as part of an automatic dividend
reinvestment plan;
3. Purchase and/or redemption of open-end investment company
securities (open-end mutual funds);
4. Purchase or sale of securities issued by the Government
of the United States (U.S Treasury Notes or Bonds);
5. Purchase or sale of any banker's acceptances, bank
certificates of deposit and commercial paper; and
6. Purchase or sale of any security effected in any account
over which the employee has no direct or indirect influence
and/or control (for example: a full discretionary account).
7. Purchase or sale of securities issued by Phoenix
Investment Partners, Ltd. unless otherwise restricted.
3. PROHIBITED TRANSACTIONS: No employee may:
a. purchase any security in an initial public offering;
b. purchase or sell any precleared security within two (2)
calendar days before and after any executed trade has taken
place for a client or shareholders account in that same
security. Further, if the trade is being made by a portfolio
manager and is on the opposite side of the last trade made by
the clients accounts and/or mutual funds managed by REA, the
pre-approval form must set forth, to the reasonable
satisfaction of the Compliance Officer, an explanation of the
reasons the clients accounts and/or mutual funds are not
effecting a similar transaction. (Blackout Period)
c. sell within sixty (60) days of purchasing or acquiring
any security, except for those described in 2 through 6 of
Section E2A above, for their personal account; (Short-term
trading)
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<PAGE>
d. purchase privately offered securities without prior
written approval from Portfolio Management and the Compliance
Officer;
e. receive any gift or other item of more than $100 in value
from any person or entity that does business with the Company;
f. serve as a director of any publicly traded company,
unless a determination has been made that service would be
consistent with the interests of the clients and shareholders
and prior authorization is given; and
g. buy or sell a security on the basis of material,
nonpublic information, or communicate such information to
another.
F. REPORTS OF PERSONAL TRANSACTIONS.
1. SUBMISSION OF QUARTERLY REPORTS. In order for the Company to
monitor compliance with it's insider trading and conflict of
interest policies and procedures, and to comply with SEC Rule
204-2(a)(12) under the Advisers Act and Rule 17j-1 under the
Investment Company Act, every employee and reporting
non-employee access person shall be required to sign, date and
submit to the Compliance Department a "Personal Securities
Transaction and Regulatory Report" no later than 10 days after
the end of each calendar quarter reporting any security
transactions, except for transactions listed in F2 below, that
were executed during such calendar quarter for any personal
account in which the employee or non-employee access person
had any direct or indirect beneficial influence and/or
control. Independent Trustees of mutual funds advised by the
Company, as non-reporting non-employee access persons, are not
required to file such reports unless (i) they have actual
knowledge of the trading activity being engaged in on behalf
of the mutual funds and (ii) they wish to trade in the
same securities within 15 days of the mutual funds' trades.
2. EXEMPT REPORTING TRANSACTIONS. The following securities
transactions are exempt from the reporting requirement:
1. Purchase of a security as part of an automatic dividend
reinvestment plan;
2. Purchase and/or redemption of open-end investment company
securities (open-end mutual funds);
3. Purchase or sale of securities issued by the Government
of the United States (U.S Treasury Notes or Bonds);
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<PAGE>
4. Purchase or sale of any banker's acceptances, bank
certificates of deposit and commercial paper; and
5. Purchase or sale of any security effected in any account
over which the employee has no direct or indirect
influence and/or control (for example: a full
discretionary account).
6. Purchase or sale of securities issued by Phoenix
Investment Partners, Ltd. unless otherwise required.
3. REVIEW AND RETENTION OF QUARTERLY REPORTS. The Compliance
Department shall be responsible for ensuring that all
employees and reporting non-employee access persons submit
such reports in a timely manner as described in section G-1
above. A consistent failure to submit timely reports shall be
communicated to the President of the Company for appropriate
action. The Compliance Department shall review each such
report as soon as practicable to determine that this Statement
of Policy has been complied with and shall maintain such
quarterly reports for each employee and reporting non-employee
access person as part of the books and records required by the
Advisers Act and the Investment Company Act and the rules
promulgated thereunder. No person shall review his or her own
report.
4. SANCTIONS. If the Compliance Officer determines that a
violation of this Policy has or may have occurred, he/she
shall submit a written determination and any additional
explanatory material provided by the employee, to the
President of the Company, who shall make an independent
determination of whether any non-complying transaction has
occurred. If it is determined by the President that a
violation has occurred, the President may impose such
sanctions as he deems appropriate, including dismissal from
the Company, and/or a disgorging of any profits made by the
violator.
G. SUMMARY
1. IMPORTANCE OF ADHERENCE TO PROCEDURES. It is very important
that all employees and non-employee access persons adhere
strictly to this Statement of Policy on Personal Trading and
Confidential Information. Any violations of such policies and
procedures may result in serious sanctions, including
dismissal from the Company.
2. QUESTIONS. Any questions regarding the Company's policies and
procedures regarding insider trading, confidential information
and conflicts of interest should be referred directly to the
Compliance Officer.
July 13, 2000
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ACKNOWLEDGMENT
To: Compliance Department
This will acknowledge that I have read and understand the Statement of
Policy on Personal Trading and Confidential Information for Roger Engemann &
Associates, Inc., dated July 13, 2000.
--------------------------
Signature
--------------------------
Name of Associate
Date: ---------------------
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DUFF & PHELPS INVESTMENT MANAGEMENT CO.
---------------------------------------
AMENDED AND RESTATED CODE OF ETHICS
-----------------------------------
June 30, 2000
1. Statement of Ethical Principles
-------------------------------
When Adviser Access Persons covered by the terms of this Code of Ethics
engage in personal securities transactions, they must adhere to the
following general principles as well as to the Code's specific
provisions:
A. At all times, the interests of Adviser Clients must be
paramount;
B. Personal transactions must be conducted consistent
with this Code of Ethics in a manner that avoids any actual or
potential conflict of interest; and
C. No inappropriate advantage should be taken of any position
of trust and responsibility.
2. Definitions
-----------
A. "Access Person" means any director, officer, general
partner, Portfolio Manager or Advisory Person of the Adviser or
(i) any temporary or permanent employee of the Adviser or of any
company in a control relationship to the Adviser, who, in
connection with his regular functions or duties, makes,
participates in or obtains information regarding the purchase or
sale of a security by the Adviser for the Client, 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 recommendations made to the Client with regard to the
purchase or sale of a security. For purposes of Section 4,
"Access Person" shall not include Advisory Persons nor Portfolio
Managers. The Adviser's Compliance Officer shall maintain a list
of the Adviser's Access Persons.
B. "Adviser" means Duff & Phelps Investment Management Co.
C. "Advisory Person" means any Portfolio Manager or other
investment person, such as an analyst or trader, who provides
information and advice to a Portfolio Manager or assists in the
execution of the investment decisions. For purposes of Section 4,
"Advisory Person" shall not include Portfolio Managers.
D. A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated
<PAGE>
and, with respect to the Advisory 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 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.
F. Client means each and every investment company, or series
thereof, or other account managed by the Adviser, individually
and collectively.
G. "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the Investment Company Act, as amended.
H. "Initial Public Offering" means a public sale of an issue
not previously offered to the public.
I. "Managed Fund" shall mean those Clients, individually and
collectively, for whom the Portfolio Manager makes buy and sell
decisions.
J. "Portfolio Manager" means the person entrusted to make the
buy and sell decisions for a Client.
K. "Private Placement" shall have the same meaning as that set
forth in Section 4(2) of the Securities Exchange Act.
L. "Purchase or sale of a security" includes inter alia, the
writing of an option or the purchase or sale of a security that
is exchangeable for or convertible into, a security that is held
or to be acquired for a Client.
M. "Security" shall have the meaning set forth in Section
2(a)(36) of the Investment Company Act, as amended, except that
it shall not include securities issued by the Government of the
United States, bankers' acceptances, bank certificates of
deposit, commercial paper and shares of registered open-end
investment companies.
3. Exempted Transactions
---------------------
The prohibitions of Section 4 of this Code 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 in
the reasonable estimation of the Compliance Officer.
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<PAGE>
B. Purchases or sales of securities (1) not eligible for
purchase or sale by the Client; or (2) specified from time to
time by the Directors, subject to such rules, if any, as the
Directors shall specify.
C. Purchases or sales which are non-volitional on the part of
either the Access Person or the Client.
D. Purchases of shares necessary to establish an automatic
dividend reinvestment plan or pursuant to an automatic dividend
reinvestment plan, and subsequent sales of such securities.
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.
4. Prohibited Activities
---------------------
A. IPO Rule: No Advisory Person or Portfolio Manager may
purchase securities in an Initial Public Offering, except with
the prior approval of the Compliance Officer of the Adviser.
B. Private Placement Rule: No Advisory Person or Portfolio
Manager may purchase securities in a Private Placement unless
such purchase has been approved by the Compliance Officer of the
Adviser. Any such approved purchase should be disclosed to the
Client if that issuer's securities are being considered for
purchase or sale by the Client. Such consideration for purchase
or sale shall be conducted by a person other than the interested
Advisory Person.
C. Preclearance Rule: No Access Person, Advisory Person nor
Portfolio Manager may purchase or sell a security unless such
purchase or sale has been precleared by the Compliance Officer of
the Adviser. Preclearance shall be valid through the business day
next following the day preclearance is given.
Exceptions: The following securities transactions are exempt from
the pre-clearance requirement:
1. Purchases or sales of up to 500 shares of
securities of issuers ranked in the Standard & Poor's
500 Composite Stock Index (S&P 500) at the time of
purchase or sale. The Compliance Officer of the Adviser
shall distribute an updated list of such securities
quarterly.
2. Purchase orders sent directly to the issuer via mail
(other than in
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connection with a Private Placement) or sales of such
securities which are redeemed directly by the issuer
via mail.
NOTE: THE COMPLIANCE OFFICER OF THE ADVISER MAY DENY APPROVAL OF
ANY TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE
RULE, EVEN IF NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS, IF
HE/SHE REASONABLY BELIEVES THAT DENYING PRECLEARANCE IS NECESSARY
FOR THE PROTECTION OF THE ADVISER. ANY SUCH DENIAL MAY BE
APPEALED TO THE ADVISER'S COUNSEL. THE DECISION OF COUNSEL SHALL
BE FINAL.
D. Open Order Rule: No Access Person, Advisory Person or
Portfolio Manager may purchase or sell, directly or indirectly,
any security in which he has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership, when the
Client has a pending "buy" or "sell" order for that security of
the same type (i.e. buy or sell) as the proposed personal trade,
until the Client's order is - executed or withdrawn.
Exceptions: The following securities transactions are exempt from
the Open Order Rule:
1. Purchases or sales of securities of issuers
in the S&P 500 at the time of the transaction.
2. Purchases or sales approved by the Compliance
Officer of the Adviser in his/her discretion.
ANY PROFITS REALIZED ON A PERSONAL TRADE IN VIOLATION OF THIS
SECTION 4D MUST BE DISGORGED.
E. Blackout Rule: If a Portfolio Manager's Managed Fund
holds a security that is the subject of a proposed personal trade
by that Portfolio Manager, such personal trade may be permitted
only as follows:
1. If the proposed personal trade is on the same side
as the last Managed Fund transaction in that security,
the personal trade cannot occur within two days of such
Managed Fund transaction (i.e. neither at T nor T + 1
calendar day).
2. If the proposed personal trade is on the opposite
side of the last Managed Fund transaction in that
security, the personal trade cannot occur unless (a) it
is more than two days after the Managed Fund
transaction (i.e. T + 2 calendar days or later) AND (b)
the Preclearance Request, if required for such personal
transaction (i.e. it is not eligible for the exception
of securities listed in the S&P
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500 to the Preclearance Rule) sets forth, to the
reasonable satisfaction of the Compliance Officer, an
explanation of the reasons the Managed Fund is not
effecting a similar transaction.
Transactions permitted under the Blackout Rule must also satisfy
the Open Order Rule and the Preclearance Rule if and to the
extent the transaction is not covered by exceptions to those
rules.
ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL TRADE
IN VIOLATION OF THIS SECTION 4E MUST BE DISGORGED.
F. Holding Period Rule: Each Security, other than those
described in Section 3B. (securities (1) not eligible for
purchase or sale by the Client; or (2) specified from time to
time by the Directors, subject to such rules, if any, as the
Directors shall specify) must be held for a period of not less
than sixty (60) days, whether or not the purchase of such
Security was an exempt transaction under any other provision of
Section 4.
ANY PROFITS REALIZED ON TRADING IN CONTRAVENTION OF THIS POLICY
MUST BE DISGORGED.
G. No Access Person, Advisory Person or portfolio manager shall
accept any gift or other item of more than $100 in value from any
person or entity that does business with or on behalf of the
Client or the Adviser.
H. No Advisory Person shall serve on the board of directors of
a publicly traded company without prior authorization by the
President or the Compliance Officer of the Adviser. If board
service is authorized, such Advisory Person shall have no role in
making investment decisions with respect to the publicly traded
company.
5. Compliance Procedures
A. All Access Persons shall direct their brokers to supply, at
the same time that they are sent to the Access Person, a copy of
the confirmation for each personal securities trade and a copy of
each periodic account statement to the Adviser's Compliance
Officer.
B. Every Access Person shall report to the Adviser the
information described in Section 5C 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
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<PAGE>
influence.
C. Every report required pursuant to Section 5B above 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:
(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;
(iv) The name of the broker, dealer or bank with or
through whom the transaction was effected; and
(v) The date of approval of the transaction and the
person who approved it as required by Section 4B or C above.
E. Each Access Person shall submit a report listing all
personal securities holdings to the Compliance Officer upon the
commencement of service and annually thereafter. The annual
report shall be as of December 31 and include a certification by
the Access Person that he or she has read and understood the Code
of Ethics and has complied with the Code's requirements. The
annual report and certification will be submitted to the
Compliance Officer by January 30.
F. Any report made under this Section 5 may contain a statement
that the report shall not be construed as an admission by the
person making such report that he or she has any direct or
indirect beneficial ownership in the security to which the report
relates.
G. The Compliance Officer shall submit an annual report to the
Adviser's Board of Directors that summarizes the current Code of
Ethics procedures, identifies any violations requiring
significant remedial action, and recommends appropriate changes
to the Code, if any.
H. Any Access Person shall immediately report any potential
violation of this Code of which he or she becomes aware to the
Adviser's Compliance Officer.
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6. Sanctions
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Upon discovering a violation of this Code, the Board of Directors of
the Adviser may impose such sanctions as it deems appropriate,
including inter alia, a letter of censure or suspension or termination
of employment, or suspension of personal trading privileges for such
period as it may deem appropriate.
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