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EX-99.B(p)mbcode
CODE OF ETHICS
Waddell & Reed Financial, Inc.
Waddell & Reed, Inc.
Waddell & Reed Investment Management Company
Austin, Calvert & Flavin, Inc.
Fiduciary Trust Company of New Hampshire
United Group of Mutual Funds
Waddell & Reed Funds, Inc.
Target/United Funds, Inc.
As Revised: February 9, 2000
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1. PREFACE
Rule 17j-1 of the Investment Company Act of 1940 (the "Act") requires
registered investment companies and their investment advisers and
principal underwriters to adopt codes of ethics and certain other
requirements to prevent fraudulent, deceptive and manipulative
practices. Each investment company in the United Group of Mutual Funds,
Waddell & Reed Funds, Inc. and Target/United Funds, Inc. (each a "Fund,"
and collectively the "Funds") is registered as an open-end management
investment company under the Act. Waddell & Reed, Inc. ("W&R") is the
principal underwriter of each of the Funds. Waddell & Reed Investment
Management Company ("WRIMCO") is the investment adviser of the Funds and
may also serve as investment adviser to institutional clients other than
the Funds. Austin, Calvert & Flavin, Inc. ("ACF") is a subsidiary of
WRIMCO and serves as investment adviser to individuals and institutional
clients other than the Funds. Fiduciary Trust Company of New Hampshire
("FTC"), is a trust company and a subsidiary of W&R; Waddell & Reed
Financial, Inc. ("WDR") is the public holding company. Except as
otherwise specified herein, this Code applies to all employees, officers
and directors of W&R, WRIMCO, ACF and the Funds, (collectively, the
"Companies").
This Code of Ethics (the "Code") is based on the principle that the
officers, directors and employees of the Companies have a fiduciary duty
to place the interests of their respective advisory clients first, to
conduct all personal securities transactions consistently with this Code
and in such a manner as to avoid any actual or potential conflict of
interest or any abuse of their position of trust and responsibility, and
to conduct their personal securities transactions in a manner which does
not interfere with the portfolio transactions of any advisory client or
otherwise take unfair advantage of their relationship to any advisory
client. Persons covered by this Code must adhere to this general
principle as well as comply with the specific provisions of this Code.
Technical compliance with this Code will not insulate from scrutiny
trades which indicate an abuse of an individual's fiduciary duties to
any advisory client.
This Code has been approved, and any material change to it must be
approved, by each Fund's board of directors, including a majority of the
Fund's Disinterested directors.
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2. DEFINITIONS
"Access Person" means (i) any employee, director, officer or general
partner of a Fund, WRIMCO or ACF, (ii) any director or officer of W&R,
FTC or WDR or any employee of any company in a control relationship to
the Companies who, in the ordinary course of his or her business, makes,
participates in or obtains information regarding the purchase or sale of
securities for an advisory client or whose principal function or duties
relate to the making of any recommendation to an advisory client
regarding the purchase or sale of securities and (iii) any natural
person in a control relationship to the Companies who obtains
information concerning recommendations made to an advisory client with
regard to the purchase or sale of a security. A natural person in a
control relationship or an employee of a company in a control
relationship does not become an "Access Person" simply by virtue of the
following: normally assisting in the preparation of public reports, but
not receiving information about CURRENT recommendations or trading; or a
single instance of obtaining knowledge of current recommendations or
trading activity, or infrequently and inadvertently obtaining such
knowledge. The Legal Department, in cooperation with department heads,
is responsible for determining who are Access Persons.
"Advisory Client" means any client (including both investment companies
and managed accounts) for which WRIMCO or ACF serves as an investment
adviser, renders investment advice or makes investment decisions.
A security is "being considered for purchase or sale" when the order to
purchase or sell such security has been given to the trading room, or
prior thereto when, in the opinion of the portfolio manager or division
head, a decision, whether or not conditional, has been made (even though
not yet implemented) to make the purchase or sale, or when the
decision-making process has reached a point where such a decision is
imminent.
"Beneficial Ownership" shall be interpreted in the same manner as it
would be under Rule 16a-1(a)(2) under the Securities Exchange Act of
1934 in determining whether a person is the beneficial owner of a
security for purposes of Section 16 of the Securities Exchange Act of
1934. (See Appendix A for a more complete description.)
"Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Act.
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"De Minimis Transaction" means a transaction in an equity security (or
an equivalent security) which is equal to or less than 300 shares, or is
a fixed-income security (or an equivalent security) which is equal to or
less than $15,000 principal amount. Purchases and sales, as the case may
be, in the same security or an equivalent security within 30 days will
be aggregated for purposes of determining if the transaction meets the
definition of a De Minimis Transaction.
"Disinterested Director" means a director who is not an "interested
person" within the meaning of Section 2(a)(19) of the Act.
"Equivalent Security" means any security issued by the same entity as
the issuer of a subject security, including options, rights, warrants,
preferred stock, restricted stock, phantom stock, bonds and other
obligations of that company, or security convertible into another
security.
"Immediate Family" of an individual means any of the following persons
who reside in the same household as the individual:
child grandparent son-in-law
stepchild spouse daughter-in-law
grandchild sibling brother-in-law
parent mother-in-law sister-in-law
stepparent father-in-law
Immediate Family includes adoptive relationships and any other
relationship (whether or not recognized by law) which the Legal
Department determines could lead to possible conflicts of interest,
diversions of corporate opportunity, or appearances of impropriety which
this Code is intended to prevent.
"Investment Personnel" means those employees who provide information and
advice to a portfolio manager or who help execute the portfolio
manager's decisions.
"Large Cap Transaction" means a purchase or sale of securities issued by
(or equivalent securities with respect to) companies with market
capitalization of at least $2.5 billion.
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"Non-Affiliated Director" is a Director that is not an affiliated person
of W&R.
"Portfolio Manager" means those employees entrusted with the direct
responsibility and authority to make investment decisions affecting an
Advisory Client.
"Purchase or sale of a security" includes, without limitation, the
writing, purchase or exercise of an option to purchase or sell a
security, conversions of convertible securities and short sales.
"Security" shall have the meaning set forth in Section 2(a)(36) of the
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 Act, bankers' acceptances,
bank certificates of deposit, commercial paper, high quality short-term
debt instruments, including repurchase agreements, and such other money
market instruments as are designated by the boards of directors of the
Companies.
Security does not include futures contracts or options on futures
contracts (provided these instruments are not used to indirectly acquire
an interest which would be prohibited under this Code), but the purchase
and sale of such instruments are nevertheless subject to the reporting
requirements of this Code.
"Security held or to be acquired" by an Advisory Client means (a) any
security which, within the most recent 15 days, (i) is or has been held
by an Advisory Client or (ii) is being or has been considered for
purchase by an Advisory Client, and (b) any option to purchase or sell,
and any security convertible into or exchangeable into, a security
described in the preceding clause (a).
3. PRE-CLEARANCE REQUIREMENTS
Except as otherwise specified in this Code, all Access Persons, except a
Non-Affiliated Director or a member of his or her Immediate Family,
shall clear in advance through the Legal Department any purchase or
sale, direct or indirect, of any Security in which such Access Person
has, or by reason of such transaction acquires, any direct or indirect
Beneficial Ownership; provided, however, that an Access Person shall not
be required to clear transactions effected for or securities held in any
account over which such Access
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Person does not have any direct or indirect influence or control. The
Legal Department shall retain written records of such clearance
requests. For accounts affiliated with Waddell & Reed, Inc. or any of
its affiliates or related companies ("affiliated accounts"), WRIMCO must
clear in advance purchases of equity securities in initial public
offerings only.
Except as otherwise provided in Section 5, the Legal Department will not
grant clearance for any purchase by an Access Person if the Security is
currently being considered for purchase or being purchased by any
Advisory Client or for sale by an Access Person if currently being
considered for sale or being sold by any Advisory Client. If the
Security proposed to be purchased or sold by the Access Person is an
option, clearance will not be granted if the securities subject to the
option are being considered for purchase or sale as indicated above. If
the Security proposed to be purchased or sold is a convertible security,
clearance will not be granted if either that security or the securities
into which it is convertible are being considered for purchase or sale
as indicated above. The Legal Department will not grant clearance for
any purchase by an affiliated account of any security in an initial
public offering if an Advisory Client is considering the purchase or has
submitted an indication of interest in purchasing shares in such initial
public offering. For all other purchases and sales of securities for
affiliated accounts, no clearance is necessary, but such transactions
are subject to WRIMCO's Procedures for Aggregation of Orders for
Advisory Clients, as amended from time to time.
The Legal Department may refuse to preclear a transaction if it deems
the transaction to involve a conflict of interest, possible diversion of
corporate opportunity, or an appearance of impropriety.
Clearance is effective, unless earlier revoked, until the earlier of (1)
the close of business on the fifth trading day, beginning on and
including the day on which such clearance was granted, or (2) such time
as the Access Person learns that the information provided to the Legal
Department in such Access Person's request for clearance is not
accurate. If an Access Person places an order for a transaction within
the five trading days but such order is not executed within the five
trading days (e.g., a limit order), clearance need not be reobtained
unless the person who placed the original order amends such order in any
way. Clearance may be revoked at any time and is deemed revoked if,
subsequent to receipt of clearance, the Access Person has knowledge that
a Security to which the clearance relates is being considered for
purchase or sale by an Advisory Client.
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4. EXEMPTED TRANSACTIONS
The pre-clearance requirements in Section 3 and the prohibited actions
and transactions in Section 5 of this Code shall not apply to:
(a) Purchases or sales which are non-volitional on the part of either
the Access Person or the Advisory Client.
(b) Purchases which are part of an automatic dividend reinvestment plan.
(c) 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.
(d) Transactions in securities of WDR; however, individuals subject to
the Insider Trading Policy remain subject to such policy. (See
Appendix B).
(e) Purchases or sales by a Non-Affiliated Director or a member of his
or her Immediate Family.
5. PROHIBITED ACTIONS AND TRANSACTIONS
Clearance will not be granted under Section 3 hereof with respect to the
following prohibited actions and transactions. Engaging in any such
actions or transactions by Access Persons will result in sanctions,
including, but not limited to, the sanctions expressly provided for in
this Section.
(a) Except with respect to Large Cap Transactions, Investment
Personnel and Portfolio Managers shall not acquire any security
for any account in which such Investment Personnel or Portfolio
Manager has a beneficial interest, excluding the Funds, in an
initial public offering of that security.
(b) Except with respect to Large Cap Transactions, Access Persons
shall not execute a securities transaction on a day during which
an Advisory Client has a pending buy or sell order in that same
security or an equivalent security until that order is
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executed or withdrawn. An Access Person shall disgorge any profits
realized on trades within such period.
(c) Except for De Minimis Transactions and Large Cap Transactions, a
Portfolio Manager shall not buy or sell a Security within seven
(7) trading days before or after an Advisory Client that the
Portfolio Manager manages trades in that Security or an equivalent
security. A Portfolio Manager shall disgorge any profits realized
on such trades within such period.
(d) Except for De Minimis Transactions and Large Cap Transactions,
Investment Personnel and Portfolio Managers shall not profit in
the purchase or sale, or sale and purchase, of the same (or
equivalent) securities within sixty (60) calendar days. The Legal
Department will review all such short-term trading by Investment
Personnel and Portfolio Managers and may, in its sole discretion,
allow exceptions when it has determined that an exception would be
equitable and that no abuse is involved. Investment Personnel and
Portfolio Managers profiting from a transaction shall disgorge any
profits realized on such transaction. This section shall not apply
to options on securities used for hedging purposes for securities
held longer than sixty (60) days.
(e) Investment Personnel and Portfolio Managers shall not accept from
any person or entity that does or proposes to do business with or
on behalf of an Advisory Client a gift or other thing of more than
de minimis value or any other form of advantage. The solicitation
or giving of such gifts by Investment Personnel and Portfolio
Managers is also prohibited. For purposes of this subparagraph,
"de minimis" means $75 or less if received in the ordinary course
of business.
(f) Investment Personnel and Portfolio Managers shall not serve on the
board of directors of publicly traded companies, absent prior
authorization from the Legal Department. The Legal Department will
grant authorization only if it is determined that the board
service would be consistent with the interests of any Advisory
Client. In the event board service is authorized, such individuals
serving as directors shall be isolated from those making
investment decisions through procedures designed to safeguard
against potential conflicts of interest, such as a Chinese Wall
policy or investment restrictions.
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(g) Except with respect to Large Cap Transactions, Investment Personnel
and Portfolio Managers shall not acquire a security in a private
placement, absent prior authorization from the Legal Department.
The Legal Department will not grant clearance for the acquisition
of a security in a private placement if it is determined that the
investment opportunity should be reserved for an Advisory Client
or that the opportunity to acquire the security is being offered
to the individual requesting clearance by virtue of such
individual's position with the Companies. An individual who has
been granted clearance to acquire securities in a private
placement shall disclose such investment when participating in an
Advisory Client's subsequent consideration of an investment in the
issuer. A subsequent decision by an Advisory Client to purchase
such a security shall be subject to independent review by
Investment Personnel with no personal interest in the issuer.
(h) An Access Person shall not execute a securities transaction while in
possession of material non-public information regarding the
security or its issuer.
(i) An Access Person shall not execute a securities transaction which is
intended to result in market manipulation, including but not
limited to, a transaction intended to raise, lower, or maintain
the price of any security or to create a false appearance(s) of
active trading.
(j) Except with respect to Large Cap Transactions, an Access Person
shall not execute a securities transaction involving the purchase
or sale of a security at a time when such Access Person intends,
or knows of another's intention, to purchase or sell that security
(or an equivalent security) on behalf of an Advisory Client. This
prohibition would apply whether the transaction is in the same
(e.g., two purchases) or the opposite (a purchase and sale)
direction as the transaction of the Advisory Client.
(k) An Access Person shall not cause or attempt to cause any Advisory
Client to purchase, sell, or hold any security in a manner
calculated to create any personal benefit to such Access Person or
his or her Immediate Family. If an Access Person or his or her
Immediate Family stands to materially benefit from an investment
decision for an Advisory Client that the Access Person is
recommending or in which the Access Person is participating, the
Access Person
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shall disclose to the persons with authority to make investment
decisions for the Advisory Client, any beneficial interest that
the Access Person or his or her Immediate Family has in such
security or an equivalent security, or in the issuer thereof,
where the decision could create a material benefit to the Access
Person or his or her Immediate Family or result in the appearance
of impropriety.
6. REPORTING BY ACCESS PERSONS
(a) Each Access Person, except a Non-Affiliated Director or a member of
his or her Immediate Family, shall require a broker-dealer or bank
effecting a transaction 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 to timely send
duplicate copies of each confirmation for each securities
transaction and periodic account statement for each brokerage
account in which such Access Person has a beneficial interest to
Waddell & Reed, Inc., Attention: Legal Department.
(b) Each Access Person, except a Non-Affiliated Director or a member of
his or her Immediate Family, shall report to the Legal Department
no later than 10 days after the end of each calendar quarter the
information described below with respect to transactions during
the quarter in any security in which such Access Person has, or by
reason of such transaction acquired, any direct or indirect
Beneficial Ownership in the security and with respect to any
account established by the Access Person in which securities were
held during the quarter for the direct or indirect benefit of the
Access Person; provided, however, that an Access Person shall not
be required to make a report with respect to transactions effected
for or securities held in any account over which such Access
Person does not have any direct or indirect influence or control:
(i) The date of the transaction, the name, the interest rate and
maturity date (if applicable), the number of shares and the
principal amount of the security;
(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;
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(iv) The name of the broker, dealer or bank with or through whom
the transaction was effected and, with respect to an account
described above in this paragraph, with whom the Access Person
established the account;
(v) The date the account was established; and
(vi) The date the report is submitted.
(c) Upon commencement of employment, or, if later, at the time he or she
becomes an Access Person each such Access Person, except a
Non-Affiliated Director or a member of his or her Immediate
Family, shall provide the Legal Department with a report that
discloses:
(i) The name, number of shares and principal amount of each
security in which the Access Person had any direct or indirect
Beneficial Ownership when he or she became an Access Person;
(ii) The name of any broker, dealer or bank with which the Access
Person maintained an account in which securities were held for
the direct or indirect benefit of the Access Person as of the
date he or she became an Access Person; and
(iii) The date of the report.
Annually thereafter, each Access Person, except a Non-Affiliated
Director or a member of his or her Immediate Family, shall provide
the Legal Department with a report that discloses the following
information (current as of a date no more than 30 days before the
report is submitted):
(i) The name, number of shares and principal amount of each
security in which the Access Person had any direct or indirect
Beneficial Ownership;
(ii) The name of any broker, dealer or bank with which the Access
Person maintains an account in which securities were held for
the direct or indirect benefit of the Access Person; and
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(iii) The date the report is submitted.
However, an Access Person shall not be required to make a report
with respect to securities held in any account over which such
Access Person does not have any direct or indirect influence or
control.
In addition, each Access Person, except a Non-Affiliated Director
or a member of his or her Immediate Family, shall annually certify
in writing that all transactions in any security in which such
Access Person has, or by reason of such transaction has acquired,
any direct or indirect Beneficial Ownership have been reported to
the Legal Department. If an Access Person had no transactions
during the year, such Access Person shall so advise the Legal
Department.
(d) A Non-Affiliated Director or a member of his or her Immediate Family
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 or her official duties as a director, 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 an Advisory Client or was being considered
for purchase or sale by an Advisory Client.
(e) In connection with a report, recommendation or decision of an Access
Person to purchase or sell a security, the Companies may, in their
discretion, require such Access Person to disclose his or her
direct or indirect Beneficial Ownership of such security. 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
or she has any direct or indirect Beneficial Ownership in the
security to which the report relates.
(f) The Legal Department shall identify all Access Persons who are
required to make reports under this section and shall notify those
persons of their reporting obligations hereunder. The Legal
Department shall review, or determine other appropriate personnel
to review, the reports submitted under this section.
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7. REPORTS TO BOARD
At least annually, each Fund, WRIMCO and W&R shall provide the Fund's
board of directors, and the board of directors shall consider, a written
report that:
(a) Describes any issues arising under this Code or the related
procedures instituted to prevent violation of this Code since the
last report to the board of directors, including, but not limited
to, information about material violations of this Code or such
procedures and sanctions imposed in response to such violations;
and
(b) Certifies that the Fund, WRIMCO and W&R, as applicable, has adopted
procedures reasonably necessary to prevent Access Persons from
violating this Code.
In addition to the written report otherwise required by this
section, all material violations of this Code and any sanctions
imposed with respect thereto shall be periodically reported to the
board of directors of the Fund with respect to whose securities
the violation occurred.
8. CONFIDENTIALITY OF TRANSACTIONS AND INFORMATION
Every Access Person shall treat as confidential information the fact
that a security is being considered for purchase or sale by an Advisory
Client, the contents of any research report, recommendation or decision,
whether at the preliminary or final level, and the holdings of an
Advisory Client and shall not disclose any such confidential information
without prior consent from the Legal Department. Notwithstanding the
foregoing, with respect to a Fund, the holdings of the Fund shall not be
considered confidential after such holdings by the Fund have been
disclosed in a public report to shareholders or to the Securities and
Exchange Commission.
Access Persons shall not disclose any such confidential information to
any person except those employees and directors who need such
information to carry out the duties of their position with the Companies.
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9. SANCTIONS
Upon discovering a violation of this Code, the Companies may impose such
sanctions as it deems appropriate, including, without limitation, a
letter of censure or suspension or termination of the employment of the
violator.
10. CERTIFICATION OF COMPLIANCE
Each Access Person, except a Non-Affiliated Director and members of his
or her Immediate Family, shall annually certify that he or she has read
and understands this Code and recognizes that he or she is subject
hereto.
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APPENDIX A TO THE CODE OF ETHICS
"Beneficial Ownership"
For purposes of this Code, "Beneficial Ownership" is interpreted in the same
manner as it would be under Rule 16a-1(a)(2) of the Securities Exchange Act of
1934 in determining whether a person is the beneficial owner of a security for
purposes of Section 16 of the Securities Exchange Act of 1934. In general, a
"beneficial owner" of a security is any person who, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise, has
or shares any direct or indirect pecuniary interest in the security. The
Companies will interpret Beneficial Ownership in a broad sense.
The existence of Beneficial Ownership is clear in certain situations, such as:
securities held in street name by brokers for an Access Person's account, bearer
securities held by an Access Person, securities held by custodians, pledged
securities, and securities held by relatives or others for an Access Person. An
Access Person is also considered the beneficial owner of securities held by
certain family members. The SEC has indicated that an individual is considered
the beneficial owner of securities owned by such individual's Immediate Family.
The relative's ownership of the securities may be direct (i.e., in the name of
the relative) or indirect.
An Access Person is deemed to have Beneficial Ownership of securities owned by a
trust of which the Access Person is the settlor, trustee or beneficiary,
securities owned by an estate of which the Access Person is the executor or
administrator, legatee or beneficiary, securities owned by a partnership of
which the Access Person is a partner, and securities of a corporation of which
the Access Person is a director, officer or shareholder.
An Access Person must comply with the provisions of this Code with respect to
all securities in which such Access Person has a Beneficial Ownership. If an
Access Person is in doubt as to whether she or he has a Beneficial Ownership
interest in a security, the Access Person should report the ownership interest
to the Legal Department. An Access Person may disclaim Beneficial Ownership as
to any security on required reports.
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APPENDIX B
POLICY STATEMENT ON INSIDER TRADING
December 8, 1994
I. PROHIBITION ON INSIDER TRADING
All employees, officers, directors and other persons associated with
the Companies as a term of their employment or association are forbidden to
misuse in violation of Federal securities laws or other applicable laws material
nonpublic information.
This prohibition covers transactions for one's own benefit and also for
the benefit of or on behalf of others, including the investment
companies in the United Group of Mutual Funds, Waddell & Reed Funds,
Inc. and Target/United Funds, Inc. (the "Funds") or other
investment Advisory Clients. The prohibition also covers the unlawful
dissemination of such information to others. Such conduct is frequently
referred to as "insider trading". The policy of the Companies applies
to every officer, director, employee and associated person of the
Companies and extends to activities within and outside their duties at
the Companies. The prohibition is in addition to the other policies and
requirements under the Companies' Code of Ethics and other policies
issued from time to time. It applies to transactions in any securities,
including publicly traded securities of affiliated companies (e.g.,
Waddell & Reed Financial, Inc.(1))
This Policy Statement is intended to inform personnel of the issues so
as to enable them to avoid taking action that may be unlawful or to
seek clearance and guidance from the Legal Department when in doubt. It
is not the purpose of this Policy Statement to give precise and
definitive rules which will relate to every situation, but rather to
furnish enough information so that subject persons may avoid
unintentional violations and seek guidance when necessary.
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(1) Reporting transactions in affiliated corporation securities is in addition
to and does not replace the obligation of certain senior officers to file
reports with the Securities and Exchange Commission.
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All employees, officers and directors of the Companies will be
furnished with or have access to a copy of this Policy Statement. Any
questions regarding the policies or procedures described herein should
be referred to the Legal Department. To the extent that inquiry of
employees reveals that this Policy Statement is not self-explanatory or
is likely to be substantively misunderstood, appropriate personnel will
conduct individual or group meetings from time to time to assure that
policies and procedures described herein are understood.
The term "insider trading" is not defined in the Federal securities
laws, but generally is used to refer to the use of material nonpublic
information to trade in securities (whether or not one is an "insider")
or to communications of material nonpublic information to others. In
addition, there is no definitive and precise law as to what constitutes
material nonpublic information or its unlawful use. The law in these
areas has been developed through court decisions primarily interpreting
basic anti-fraud provisions of the Federal securities laws. There is no
statutory definition, only statutory sanctions and procedural
requirements.
While the law concerning insider trading is not static, it is generally
understood that the law is as follows:
(a) It is unlawful for any person, directly or indirectly, to
purchase, sell or cause the purchase or sale of any security,
either personally or on behalf of or for the benefit of
others, while in the possession of material, nonpublic
information relating thereto, if such person knows or
recklessly disregards that such information has been obtained
wrongfully, or that such purchase or sale would constitute a
wrongful use of such information. The law relates to trading
by an insider while in possession of material nonpublic
information or trading by a non-insider while in possession of
material nonpublic information, where the information either
was disclosed to the non-insider in violation of an insider's
duty to keep it confidential or was misappropriated.
(b) It is unlawful for any person involved in any transaction
which would violate the foregoing to communicate material
nonpublic information to others (or initiate a chain of
communication to others) who purchase or sell the subject
security if such sale or purchase is reasonably foreseeable.
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The major elements of insider trading and the penalties for such
unlawful conduct are discussed below. If, after reviewing this Policy
Statement, you have any questions, you should consult the Legal
Department.
1. WHO IS AN INSIDER? The concept of "insider" is broad. It
includes officers, directors and employees of the company in
possession of nonpublic information. In addition, a person can
be a "temporary insider" if he or she enters into a special
confidential relationship in the conduct of the company's
affairs and as a result is given access to information solely
for the company's purposes. A temporary insider can include,
among others, a company's attorneys, accountants, consultants,
bank lending officers, and certain of the employees of such
organizations. In addition, the Companies may become a
temporary insider of a company it advises or for which it
performs services.
2. WHAT IS MATERIAL INFORMATION? Trading on inside information
is not a basis for liability unless the information is
material. "Material information" includes information that
a reasonable investor would be likely to consider important
in making an investment decision, information that is
reasonably certain to have a substantial effect on the
price of a company's securities if publicly known, or
information which would significantly alter the total mix
of information available to shareholders of a company.
Information that one may consider material includes
information regarding dividends, earnings, estimates of
earnings, changes in previously released earnings
estimates, merger or acquisition proposals or agreements,
major litigation, liquidation problems, new products or
discoveries and extraordinary management developments.
Material information is not just information that emanates
from the issuer of the security, but includes market
information such as the intent of someone to commence a
tender offer for the securities, a favorable or critical
article in an important financial publication or
information relating to a Fund's buying program.
3. WHAT IS NONPUBLIC INFORMATION? Information is nonpublic until
it has been effectively communicated to the marketplace and is
available to
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investors generally. One must be able to point to some fact
to show that the information is generally public. For
example, information found in a report filed with the SEC,
or appearing in THE WALL STREET JOURNAL or other
publications of general circulation would be considered
public.
4. WHEN IS A PERSON IN POSSESSION OF INFORMATION? Once a person
has possession of material nonpublic information, he or she
may not buy or sell the subject security, even though the
person is prompted by entirely different reasons to make the
transaction, if such person knows or recklessly disregards
that such information was wrongfully obtained or will be
wrongfully used. Advisory personnel's normal analytical
conclusions, no matter how thorough and convincing, can
temporarily be of no use if the analyst has material nonpublic
information, which he knows or recklessly disregards is
information which was wrongfully obtained or would be
wrongfully used.
5. WHEN IS INFORMATION WRONGFULLY OBTAINED OR WRONGFULLY USED?
Wrongfully obtained connotes the idea of gaining the
information from some unlawful activity such as theft,
bribery or industrial espionage. It is not necessary that
the subject person gained the information through his or
her own actions. Wrongfully obtained includes information
gained from another person with knowledge that the
information was so obtained or with reckless disregard
that the information was so obtained. Wrongful use of
information concerns circumstances where the person gained
the information properly, often to be used properly, but
instead using it in violation of some express or implied
duty of confidentiality. An example would be the personal
use of information concerning Funds' trades. The employee
may need to know a Fund's pending transaction and may even
have directed it, but it would be unlawful to use this
information in his or her own transaction or to reveal it
to someone he or she believes may personally use it.
6. WHEN IS COMMUNICATING INFORMATION (TIPPING) UNLAWFUL? It is
unlawful for a person who, although not trading himself or
herself, communicates material nonpublic information to
those who make an unlawful transaction if the transaction
is reasonably foreseeable. The reason for tipping the
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information is not relevant. The tipper's motivation is
not of concern, but it is relevant whether the tipper knew
the information was unlawfully obtained or was being
unlawfully used. For example, if an employee tips a friend
about a large pending trade of a Fund, why he or she did so
is not relevant, but it is relevant that he or she had a
duty not to communicate such information. It is unlawful
for a tippee to trade while in possession of material
nonpublic information if he or she knew or recklessly
ignored that the information was wrongfully obtained or
wrongfully communicated to him or her directly or through a
chain of communicators.
II. PENALTIES FOR INSIDER TRADING
Penalties for unlawful trading or communication of material nonpublic
information are severe, both for individuals involved in such unlawful
conduct and their employers. A person can be subject to some or all the
penalties below even if he or she does not personally benefit from the
violation. Penalties include civil injunctions, treble damages,
disgorgement of profits, jail sentences, fines for the person who
committed the violation and fines for the employer or other controlling
person. In addition, any violation of this Policy Statement can be
expected to result in serious sanctions by any or all of the Companies,
including, but not limited to, dismissal of the persons involved.
III. MONITORING OF INSIDER TRADING
The following are some of the procedures which have been established to
aid the officers, directors and employees of the Companies in avoiding
insider trading, and to aid the Companies in preventing, detecting and
imposing sanctions against insider trading. Every officer, director and
employee of the Companies must follow these procedures or risk serious
sanctions, including dismissal, substantial liability and criminal
penalties. If you have any questions about these procedures, you should
consult the Legal Department.
A. IDENTIFYING INSIDE INFORMATION
Before trading for yourself or others in the securities of a
company about which you may have potential inside information,
ask yourself the following questions:
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(1) Is the information material? Is this information that
an investor would consider important in making his or
her investment decisions? Is this information that
would substantially affect the market price of
securities if generally disclosed?
(2) Is the information nonpublic? To whom has this
information been provided? Has the information been
effectively communicated to the marketplace by being
published in a publication of general circulation?
(3) Do you know or have any reason to believe the
information was wrongfully obtained or may be
wrongfully used?
If after consideration of the above, you believe that the
information is material and nonpublic and may have been
wrongfully obtained or may be wrongfully used, or if you have
questions as to whether the information is material or
nonpublic or may have been wrongfully obtained or may be
wrongfully used, you should take the following steps:
(1) Report the matter immediately to the Legal
Department.
(2) Do not purchase or sell the securities on behalf of
yourself or others.
AS REVISED SEPTEMBER 1, 1999, AND
AS REVISED FEBRUARY 9, 2000
