COUNTRY ASSET ALLOCATION FUND, INC.
COUNTRY GROWTH FUND, INC.
COUNTRY TAX EXEMPT BOND FUND, INC.
COUNTRY TAXABLE FIXED INCOME SERIES FUND, INC.
CODE OF ETHICS
1. This Code of Ethics (Code) has been adopted as a guide to all those,
including Directors, officers and other employees of the above-referenced
registered investment companies (together with any series thereof, collectively
and individually referred to herein as the "Company") and their Investment
Adviser, who might, by reason of their Company duties, find themselves in a
position where their personal interests could conflict with those of the Company
and with their duty to the interests of Company's shareholders. It is vitally
important that both the fact and the appearance of conflicting interests be
avoided.
2. The purpose of this Code is to assist persons connected with the
Company to avoid any actual or potential conflicts of interest or any abuse of
an individual's position of trust and responsibility. The Code also is intended
to indicate procedures whereby any possible conflicting interests which may
arise from time to time will be disclosed so that, if necessary, corrective
action may be taken.
3. The following definitions shall apply throughout this Code:
(a) "Access Person" means any Director or officer of the Company and
its Investment Adviser and (i) any employee of these
organizations, who, in connection with his/her regular functions
or duties, makes, participates in, or obtains information
regarding the purchase or sale of a security by the Company or
whose functions relate to the making of any recommendations with
respect to such purchases or sales; and (ii) any natural person
in a Control relationship to the Company who obtains information
concerning recommendations made to the Company with regard to
the purchase or sale of a security.
(b) A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated and, with respect to the person making the
recommendation, when such person seriously considers making such
a recommendation.
(c) "Beneficial Ownership" shall be interpreted in the same manner
as it would be under Rule 16a-1 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.
(d) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the Investment Company Act.
(e) "Independent Director" means a Director of the Company who is
not an "interested person" of the Company within the meaning of
Section 2(a)(19) of the Investment Company Act.
(f) "Investment Personnel" means:
(i) Any employee of the Company or its Investment Adviser
(or of any company in a Control relationship to the
Company or Investment Adviser) who, in connection
with his or her regular functions or duties, makes
or participates in making recommendations regarding
the Purchase or Sale of Securities by the Company;
and
(ii) Any natural person who Controls the Company or
Investment Adviser and who obtains information
concerning recommendations made to the Company
regarding the Purchase or Sale of Securities by the
Company.
"Investment Personnel" includes investment portfolio managers,
investment analysts and security traders of the Investment
Adviser providing services to this Company, and members of the
Investment Adviser's investment committee for this Company.
(g) "Purchase or Sale of a Security" includes, among other things,
the writing of an option to purchase or sell a security.
(h) "Security" shall have the meaning set forth in Section 2(a)(36)
of the Investment Company Act, except that it shall not include
direct obligations of the Government of the United States or of
federal agencies and bankers' acceptances, bank certificates of
deposit, commercial paper, high quality short-term debt
instruments, including repurchase agreements (and such other
money market instruments as may be designated from time to time
by the Company's Board of Directors), and shares of registered
open-end investment companies.
4. The prohibitions of Section 5 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.
(b) Purchases or Sales of Securities which are not eligible for
purchase or sale by the Company.
(c) Purchases or sales which are non-volitional on the part of
either the Access Person or the Company.
(d) Purchases which are part of an automatic dividend reinvestment
plan.
(e) Purchases effected upon the exercise of rights issued by an
issuer PRO RATA to all holders of a class of its Securities, to
the extent such rights were acquired from such issuer, and sales
of such rights so acquired.
(f) Purchases or sales which receive the prior approval of the
Treasurer because they are only remotely potentially harmful to
the Company because they would be very unlikely to affect a
highly institutional market, or because they clearly are not
related economically to the Securities to be purchased, sold or
held by the Company.
5. No Access Person shall purchase or sell, directly or indirectly, any
security in which he/she has, or by reason of such transactions acquires, any
direct or indirect Beneficial Ownership and which to his/her actual knowledge at
the time of such purchase or sale:
(a) is being considered for Company's purchase or sale; or
(b) is being purchased or sold by the Company.
An Access Person shall refrain from transmitting any information
regarding Company's purchase or sale or potential purchase or sale of any
security to any person other than in connection with the discharge of his/her
Company responsibilities.
6. No Investment Personnel of Company or its Investment Adviser subject
to this Code of Ethics shall:
(a) Purchase, directly or indirectly, any security in which he/she
has, or by reason of such transaction acquires, any direct or
indirect Beneficial Ownership and which to his/her actual
knowledge is:
(i) A security which is being offered as part of an initial
public offering of Securities, unless such purchase
receives the prior written approval of the Treasurer.
(ii) A security being sold as part of a limited offering
(such as a private placement), unless such purchase
receives the prior written approval of the Treasurer. A
person who receives approval to purchase a security as
part of a limited offering shall not participate in any
subsequent consideration of the purchase of the
security by this Company.
(b) Serve on the Board of Directors of a publicly traded company
without the prior written approval of the Treasurer that such
service would be consistent with the interests of this Company
and it shareholders.
7. The portfolio manager or managers assigned to Company by its
Investment Adviser shall not:
(a) Buy or sell a security within at least seven (7) calendar days
before and after this Company trades in the security. Any
profits realized by the portfolio manager within the proscribed
period shall be required to be disgorged, less any applicable
taxes.
(b) Profit from the purchase and sale or sale and purchase of the
same or equivalent Securities within sixty (60) calendar days of
the purchase or sale of such Securities by the Company.
8. Company will not purchase or retain Securities of any company if
persons affiliated with the Company or its Investment Adviser, as a group,
beneficially own more than one per cent (1%) of the Securities of such company.
Each Access Person shall promptly report to the Treasurer with respect to any
corporation or unincorporated enterprise in which he/she has a beneficial
interest and which to his/her knowledge has in the past engaged, or may
reasonably be expected in the future to engage, in transactions with, or compete
with, this Company, and all such interests shall be listed on all reports or
disclosures required to be made pursuant to Section 12(e) of this Code.
9. Any Access Person whose duties may involve dealings with a
corporation, in any of whose Securities he/she may have an interest shall
disclose such interest to the Treasurer, even though such Access Person and all
other persons affiliated with Company or its Investment Adviser do not, as a
group, beneficially own more than one per cent (1%) of the Securities of such
corporation. Disclosure procedures under this Section may be required by the
Treasurer for persons other than Access Persons as deemed appropriate.
10. Access Persons and other employees and members of their families
should avoid the receipt of payments, benefits, gifts, entertainment or other
favors which go beyond common courtesies of a de minimis value usually
associated with accepted business practices, and which thereby might be regarded
as placing such persons under some obligation to a third party dealing or
desiring to deal with the Company.
11. Access Persons are encouraged to take part in educational, cultural,
charitable and civic activities of the community in which they reside. Such
persons should, however, avoid outside employment or activities which take time
and attention from duties required by Company. Outside employment or activities
which may involve obligations which in any way compete or conflict with the
interests of the Company should not be undertaken without prior approval by the
President or his/her designee.
If at any time an Access Person (including any member of his
immediate family) finds that he/she has, or is considering the assumption of a
financial interest or outside relationship which might involve a conflict of
interest, or if he/she is in doubt as to the proper application of this Code,
he/she should immediately make all facts known to the President or Treasurer and
be guided by the instructions he/she receives. Except as otherwise directed by
those instructions, he/she should refrain from exercising responsibility in any
matter which might reasonably be thought to be affected by his/her adverse
interest.
12. Reports shall be made under this Code as follows:
(a) INITIAL HOLDINGS REPORTS. Every Access Person shall provide
an initial holdings report to the Company no later than ten
(10) days after he or she becomes an Access Person, containing:
(i) The title, number of shares and principal amount of
each Security in which the Access Person had any
direct or indirect Beneficial Ownership when the
person became an Access Person;
(ii) The name of any broker, dealer or bank with whom the
Access Person maintained an account in which any
Securities were held for the direct or indirect
benefit of the Access Person as of the date the
person became an Access Person; and
(iii) The date that the report is submitted by the Access
Person.
(b) QUARTERLY TRANSACTION REPORTS. Every Access Person shall report
to the Company, not later than ten (10) days after the end of
the calendar quarter in which the transaction to which the
report relates was effected, the following information:
(i) With respect to any transaction during the quarter in
a Security in which the Access Person had any direct
or indirect Beneficial Ownership:
(a) The date of the transaction, the title, the
interest rate and maturity date (if
applicable), the number of shares, and the
principal amount of each Security involved;
(b) The nature of the transaction (i.e.,
purchase, sale or any other type of
acquisition or disposition);
(c) The price at which the transaction was
effected;
(d) The name of the broker, dealer or bank with
or through whom the transaction was
effected; and
(e) The date that the report is submitted.
(ii) With respect to any account established by the Access
Person in which any Securities were held during the
quarter for the direct or indirect benefit of the
Access Person:
a. The name of the broker, dealer or bank with
whom the Access Person established the
account;
b. The date the account was established; and
c. The date that the report is submitted by the
Access Person.
(c) ANNUAL HOLDINGS REPORTS. All Access Persons shall be required to
certify annually to the Treasurer:
(i) That they have read and understand the Code of Ethics
and recognize that they are subject thereto, that
they have complied with the requirements of this Code
of Ethics and that they have disclosed or reported
all personal Securities transactions required to be
disclosed or reported pursuant to the requirements of
this Code;
(ii) The title, number of shares and principal amount of
each Security in which the Access Person had any
direct or indirect Beneficial Ownership;
(iii) The name of any broker, dealer or bank with whom the
Access Person maintains an account in which any
Securities are held for the direct or indirect
benefit of the Access Person; and
(iv) The date that the report is submitted by the Access
Person.
(d) Execeptions:
(i) An Access Person need not make a report under this
paragraph 12 with respect to transactions effected
for, and Securities held in, any account over which
the person has no direct or indirect influence or
Control.
(ii) A Independent Director of the Company need not file
an initial holdings report or annual holdings reports
and 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/her
official duties as a Director of the Company, should
have known that, during the fifteen (15) day period
immediately preceding or after the date of the
transaction by the Director, such security was
purchased or sold by the Company or was being
considered for purchase or sale by its Investment
Adviser.
(e) The Treasurer shall identify all Access Persons who are required
to make reports under this Paragraph 12 and shall inform such
Access Persons of their reporting obligation. The Treasurer
shall review all reports required to be filed under this
Paragraph 12, except his or her own reports. The Treasurer's
reports shall be reviewed by the Chief Executive Officer.
(f) A supplemental report letter shall also be submitted by any
Access Person promptly after he/she becomes involved in any
conflict of interest situation which he/she has not previously
reported and which is required to be reported under this Code.
(g) Reports required by Sections 8 and 9 of this Code shall be
made in accordance with procedures established by the
Treasurer.
13. As to any transaction set forth in this Code requiring an Access or
Investment Person to receive the prior written approval of the Treasurer, the
Treasurer shall be required to receive the prior written approval of the Chief
Executive Officer of the Investment Adviser before engaging in any similar
transaction.
14. Any report required to be made by this Code may contain a statement
that the report shall not be construed as an admission by the person making such
report that he/she has any direct or indirect Beneficial Ownership in the
security to which the report relates. All information disclosed under this Code
shall be treated on a confidential basis except as to any disclosure required by
law and except to the extent necessary for the protection of the Company.
15. Upon discovering a violation of this Code, the Treasurer shall
immediately report such to the Compliance Committee and to the Board of
Directors no later than its next scheduled meeting. The Board of Directors of
the Company may impose such sanctions as it deems appropriate, including, among
other things, a letter of censure or suspension or termination of the employment
of the violator.
16. The Treasurer shall prepare an annual report to the Board of
Directors which:
(a) Describes any issues arising under the Code of Ethics or
procedures since the last report to the Board of Directors,
including, but not limited to, information about material
violation of the Code or procedures and sanctions imposed in
response to the material violations during the past year; and
(b) Certifies that the Company has adopted procedures reasonably
necessary to prevent Access Persons from violating the Code.
17. The Treasurer shall maintain a record of the appoval of, and
rationale supporting, any direct or indirect acquisition by Investment Personnel
of a beneficial interest in Securities in an initial public offering or private
placement, pursuant to paragraph 6 (a).
18. Any material change to this Code must be appoved by the Board of
Directors, including a majority of Directors who are not interested persons.
