CODE OF ETHICS - AMENDED AND RESTATED
This Code of Ethics ("Code") is adopted pursuant to Rule 17j-1 promulgated by
the Securities and Exchange Commission (the "Rule") under the Investment Company
Act of 1940 by:
Each of the following registered investment companies (each such registered
investment company, a "Trust" and collectively, the "Trusts") on behalf of its
respective series (each such series, a "Fund"):
Equity Managers Trust
Income Managers Trust
Global Managers Trust
Neuberger Berman Advisers Management Trust
Neuberger Berman Equity Funds
Neuberger Berman Equity Trust
Neuberger Berman Equity Assets
Neuberger Berman Equity Series
Neuberger Berman Income Funds
Neuberger Berman Income Trust;
Neuberger Berman Management Inc. ("NB Management"), in its capacity as
investment manager of certain Trusts or as administrator and distributor of
certain Trusts; and
Neuberger Berman, LLC ("NB"), in its capacity as sub-adviser of certain Trusts.
STATEMENT OF GENERAL PRINCIPLES
This Code of Ethics is adopted in recognition of the following principles that
govern personal investment activities of all individuals associated with the
Trust, Fund, NB Management, and NB:
It is their duty at all times to place the interests of Fund
shareholders ahead of their personal interests. Priority must be
given to Fund trades over personal securities trades.
All personal securities transactions must be conducted consistent
with this Code of Ethics and in such a manner as to avoid any actual
or potential conflict of interest or any abuse of an individual's
position of trust and responsibility.
Individuals should not take advantage of their positions to benefit
themselves at the expense of any Fund.
In personal securities investing, individuals should follow a
philosophy of investment rather than trading.
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TABLE OF CONTENTS
1. General Prohibitions ..................................... 4
2. Definitions .............................................. 4
Access Person ............................................ 4
Advisory Person ............................................. 4
Beneficial Interest ...................................... 5
Blind Trust .............................................. 5
Covered Security .......................................... 6
Day ...................................................... 6
Immediate Family ......................................... 6
Investment Company ....................................... 6
Investment Personnel ..................................... 6
Legal and Compliance Department .............................. 7
Related Issuer ........................................... 7
Trading Desk ............................................. 7
3. Required Compliance Procedures ........................... 7
3.1 All Securities Accounts and Positions at
Neuberger Berman ..................... 7
3.2 Preclearance of Securities Transactions by
Access Persons ................................. 8
3.3 Post-Trade Monitoring of Precleared Transactions.......... 9
3.4 Notification of Reporting Obligations..................... 9
3.5 Certification of Compliance with Code of Ethics........... 9
4. Restrictions .......................................... 9
4.1 Initial Public Offerings ............................. 9
4.2 Private Placements ................................... 10
4.3 Related Issuers ...................................... 10
4.4 Blackout Period ........................................ 10
4.5 Price Switches ....................................... 11
4.6 Gifts ................................................ 12
4.7 Service as Director of Publicly Traded Companies.......... 12
5. Procedures with Regard to Dissemination of Information........ 13
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6. Reports of Holdings by Access Persons ....................... 13
6.1 Initial Report ................................... 13
6.2 Annual Report ........................................ 14
6.3 Exceptions ........................................... 14
7. Quarterly Reports of Transactions by Access Persons .......... 14
7.1 General Requirement .................................. 14
7.2 Disinterested Trustees ............................... 14
7.3 Contents ............................................. 15
7.4 Exceptions ........................................... 15
8. Quarterly Reports by Access Persons
Regarding Securities Accounts ............................ 15
9. Code of Ethics Committee ................................. 16
10. Annual Report to Board of Trustees ....................... 16
11. Implementation ........................................... 17
11.1 Violations .......................................... 17
11.2 Sanctions ............................................... 17
11.3 Forms ............................................... 17
11.4 Exceptions .......................................... 17
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1. GENERAL PROHIBITIONS
No person associated with the Trust, any Fund, NB Management, or NB, in
connection with the purchase or sale, directly or indirectly, by such person of
a security held or to be acquired by such Trust or Fund, shall:
Employ any device, scheme or artifice to defraud such Trust or Fund;
Make to such Trust or Fund any untrue statement of a material fact or
omit to state to such Trust or Fund a material fact necessary in
order to make the statements made, in light of the circumstances
under which they are made, not misleading;
Engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon any such Trust or Fund;
Engage in any manipulative practice with respect to such Trust or
Fund;
Engage in any transaction in a security while in possession of
material nonpublic information regarding the security or the issuer
of the security; or
Engage in any transaction intended to raise, lower, or maintain the
price of any security or to create a false appearance of active
trading.
2. DEFINITIONS
The following words have the following meanings, regardless of whether such
terms are capitalized or not in this Code:
ACCESS PERSON - any Trustee, director, officer, or Advisory Person of
the Trust, NB Management or NB. The determination as to whether an individual is
an Access Person shall be made by the Legal and Compliance Department.
ADVISORY PERSON - any employee of the Trust,NB Management or NB (or
of any company in a control relationship to the Trust, NBor NB Management) who,
in connection with his or her regular functions or duties, makes, participates
in, or obtains information regarding the purchase or sale of Covered Securities
by a Fund that is a series of the Trust, or whose functions relate to the making
of any recommendations with respect to such purchases or sales; and any natural
person in a control relationship to such Trust, NB Management or NB who obtains
information concerning recommendations made to such Fund with regard to the
purchase or sale of Covered Securities by such Fund.
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BENEFICIAL INTEREST - a person has a Beneficial Interest in an
account in which he or she may profit or share in the profit from transactions.
Without limiting the foregoing, a person has a Beneficial Interest when the
securities in the account are held:
(i) in his or her name;
(ii) in the name of any of his or her Immediate Family;
(iii) in his or her name as trustee for himself or herself or for
his or her Immediate Family;
(iv) in a trust in which he or she has a Beneficial Interest or
is the settlor with a power to revoke;
(v) by another person and he or she has a contract or an
understanding with such person that the securities held in
that person's name are for his or her benefit;
(vi) in the form of a right to acquisition of such security
through the exercise of warrants, options, rights, or
conversion rights;
(vii) by a partnership of which he or she is a member;
(viii) by a corporation which he or she uses as a personal trading
medium;
(ix) by a holding company which he or she controls; or
(x) any other relationship in which a person would have
beneficial ownership under Rule 16a-1(a)(2) of the
Securities Exchange Act of 1934 and the rules and
regulations thereunder, except that the determination of
direct or indirect Beneficial Interest shall apply to all
securities which an Access Person has or acquires.
Any person who wishes to disclaim a Beneficial Interest in any securities must
submit a written request to the Legal and Compliance Department explaining the
reasons therefor. Any disclaimers granted by the Legal and Compliance Department
must be made in writing. Without limiting the foregoing, if a disclaimer is
granted to any person with respect to shares held by a member or members of his
or her Immediate Family, the provisions of this Code of Ethics applicable to
such person shall not apply to any member or members of his or her Immediate
Family for which such disclaimer was granted, except with respect to
requirements specifically applicable to members of a person's Immediate Family.
BLIND TRUST - a trust in which an Access Person or employee has
Beneficial Interest or is the settlor with a power to revoke, with respect to
which the Legal and Compliance Department has determined that such Access Person
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or employee has no direct or indirect influence or control over the selection or
disposition of securities and no knowledge of transactions therein, PROVIDED,
HOWEVER, that direct or indirect influence or control of such trust is held by a
person or entity not associated with Neuberger Berman or any affiliate of
Neuberger Berman and not a relative of such Access Person or employee.
COVERED SECURITY - (a) any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest or participation on
any profit-sharing agreement, collateral-trust certificate, preorganization
certificate or subscription, transferable share, investment contract,
voting-trust certificate, certificate of trust for a security, fractional
undivided interest in oil, gas, or other mineral rights, any put, call,
straddle, option, or privilege on any security (including a certificate of
deposit) or on any group or index of securities (including any interest therein
or based on the value thereof), or any put, call, straddle, option, or privilege
entered into on a national securities exchange relating to foreign currency, or,
in general, any interest or instrument commonly know as a "security", or any
certificate of interest or participation in, temporary or interim certificate
for, receipt for, guarantee of, or warrant or right to subscribe to or purchase,
any of the foregoing; and (b) any security or instrument related to, but not
necessarily the same as, those held or to be acquired by a particular Fund that
is a series of the Trust; The term Covered Security does not include: direct
obligations of the Government of the United States; bankers' acceptances, bank
certificates of deposit, commercial paper and high quality short-term debt
instruments, including repurchase agreements; and shares of registered open-end
investment companies.
DAY - a calendar day.
IMMEDIATE FAMILY - any of the following relatives sharing the same
household with an individual: child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, sister-in-law, including adoptive
relationships.
INVESTMENT COMPANY - each registered investment company and series
thereof for which NB Management is the investment manager, investment adviser,
sub-adviser, administrator or distributor, or for which NB is the investment
adviser or sub-adviser.
INVESTMENT PERSONNEL - Any employee of the Trust, NB Management or NB
(or of any company in a control relationship to the Trust, NB Management or NB)
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 a Fund that is a series of the Trust; and any natural person who
controls the Trust, NB Management or NB and who obtains information concerning
recommendations made to such Fund regarding the purchase or sale of securities
by such Fund. Each member of this category is individually referred to as an
INVESTMENT PERSON. The determination as to whether an individual is an
Investment Person shall be made by the Legal and Compliance Department.
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LEGAL AND COMPLIANCE DEPARTMENT - NB Legal and Compliance Department.
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RELATED ISSUER - an issuer with respect to which an Investment Person
or his or her Immediate Family: (i) has a business relationship with such issuer
or any promoter, underwriter, officer, director, or employee of such issuer; or
(ii) is related to any officer, director or senior management employee of such
issuer.
TRADING DESK - NB Trading Desk.
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3. REQUIRED COMPLIANCE PROCEDURES
3.1 ALL SECURITIES ACCOUNTS AND POSITIONS AT NEUBERGER BERMAN.
(a) Every Access Person, and every employee of the Trust, NB
Management, or NB is required to execute in an account at Neuberger Berman
("NB") all transactions in Covered Securities held in his or her own name or in
which he or she has a direct or indirect Beneficial Interest. In addition, all
securities and securities accounts in which an Access Person and every employee
of the Trust, NB Management or NB has a beneficial interest must be held in an
account at NB.
(b) Paragraph (a) shall not apply to: (i) any Trustee of the Trust who
is unaffiliated with Neuberger Berman or any of its affiliates (other than by
virtue of serving as a Trustee of one or more investment companies managed or
advised by NB Management or NB); and (ii) Blind Trusts.
(c) Exceptions will only be granted upon a showing of extenuating
circumstances. Any individual seeking an exception to this policy must submit a
written request to the Legal and Compliance Department explaining the reasons
therefor. Any exceptions granted must be made in writing.
(d) Any individual granted an exception is required to direct his or
her broker, adviser or trustee, as the case may be, to supply to the Legal and
Compliance Department, on a timely basis, duplicate copies of confirmations of
all personal securities transactions and copies of periodic statements for all
securities accounts in his or her own name or in which he or she has a
Beneficial Interest.
(e) Individuals are not required to execute through NB transactions in
which they are establishing a dividend reinvestment plan directly through an
issuer. However, individuals must obtain written approval from the Legal and
Compliance Department prior to establishing any such plan and supply to the
Legal and Compliance Department, on a timely basis, duplicate copies of all
confirmations relating to the plan.
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3.2 PRECLEARANCE OF SECURITIES TRANSACTIONS BY ACCESS PERSONS.
(a) Every Access Person must obtain prior approval from the Trading
Desk before executing any transaction in Covered Securities held in his or her
own name or in which he or she has a Beneficial Interest. Before granting such
approval, the Trading Desk shall determine that:
(i) No Investment Company has a pending "buy" or "sell" order
in that security;
(ii) The security does not appear on any "restricted" list of
NB; and
(iii) Such transaction is not short selling or option trading
that is economically opposite any pending transaction for
any Investment Company.
(b) The following securities are exempt from preclearance
requirements:
(i) Securities transactions effected in blind trusts;
(ii) The acquisition of securities through stock dividends,
dividend reinvestments, stock splits, reverse stock
splits, mergers, consolidations, spin-offs, or other
similar corporate reorganizations or distributions
generally applicable to all holders of the same class of
securities;
(iii) The acquisition of securities through the exercise of
rights issued by an issuer PRO RATA to all holders of a
class of securities, to the extent the rights were
acquired in the issue, and sales of such rights so
acquired;
(iv) Options on the Standard & Poor's "500" Composite Stock
Price Index; and
(v) Other securities that may from time to time be so
designated in writing by the Code of Ethics Committee.
(c) A disinterested Trustee of the Trust must obtain prior written
approval from the Legal and Compliance Department regarding a transaction in a
Covered Security held in his or her own name or in which he or she has (or, as a
result of such transaction, will have) a Beneficial Interest only if such
Trustee, at the time of that transaction, knew or, in the ordinary course of
fulfilling his or her official duties as a Trustee of the Trust, should have
known about any security that, during the 15-day period immediately before or
after the date of the transaction by that Trustee, was purchased or sold by a
Fund or was being considered by NB Management for purchase or sale by a Fund.
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(d) Obtaining preclearance approval does not constitute a waiver of any
prohibitions, restrictions, or disclosure requirements in this Code of Ethics.
3.3 POST-TRADE MONITORING OF PRECLEARED TRANSACTIONS.
After the Trading Desk has granted preclearance to an Access Person
with respect to any personal securities transaction, the investment activity of
such Access Person shall be monitored by the Legal and Compliance Department to
ascertain that such activity conforms to the preclearance so granted and the
provisions of this Code.
3.4 NOTIFICATION OF REPORTING OBLIGATIONS.
The Legal and Compliance Department shall identify all Access Persons
who are required to make reports under the Code and inform those Access Persons
of their reporting obligations.
3.5 CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS.
All Access Persons, except Trustees of the Trust who are unaffiliated
with Neuberger Berman or any of its affiliates, are required to certify annually
in writing that they have:
(a) read and understand the Code of Ethics and recognize that they are
subject thereto;
(b) complied with the requirements of the Code of Ethics;
(c) disclosed or reported all personal securities transactions,
holdings and accounts required to be disclosed or reported pursuant to the
requirements of the Code; and
(d) with respect to any blind trusts in which such person has a
Beneficial Interest, that such person has no direct or indirect influence or
control and no knowledge of any transactions therein.
4. RESTRICTIONS
4.1 INITIAL PUBLIC OFFERINGS.
(a) All Investment Personnel are prohibited from acquiring a
Beneficial Interest in any Covered Securities in an initial public offering, in
order to preclude any possibility of their profiting improperly from their
positions on behalf of a Fund. No member of an Immediate Family of an Investment
Person may acquire a Beneficial Interest in an initial public offering without
the prior written consent of the Legal and Compliance Department.
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(b) Prior approval shall take into account, among other factors,
whether the investment opportunity should be reserved for a Trust or Fund and
its shareholders and whether the opportunity is being offered to an individual
by virtue of his or her position or relationship to the Trust or Fund.
4.2 PRIVATE PLACEMENTS.
(a) No Investment Person or member of his or her Immediate Family may
acquire a direct or indirect Beneficial Interest in any Covered Securities in
private placements without prior written approval by the Legal and Compliance
Department.
(b) Prior approval shall take into account, among other factors,
whether the investment opportunity should be reserved for a Trust or Fund and
its shareholders and whether the opportunity is being offered to an individual
by virtue of his or her position or relationship to the Trust or Fund.
(c) An Investment Person who has (or a member of whose Immediate
Family has) acquired a Beneficial Interest in securities in a private placement
is required to disclose that investment to the Legal and Compliance Department
when such Investment Person plays a part in any subsequent consideration of an
investment in the issuer for any Trust or Fund. In any such circumstances, the
decision to purchase securities of the issuer for a Trust or Fund is subject to
an independent review by Investment Personnel with no personal interest in the
issuer. Such independent review shall be made in writing and furnished to the
Legal and Compliance Department.
4.3 RELATED ISSUERS.
Investment Personnel are required to disclose to the Legal and
Compliance Department when they play a part in any consideration of an
investment by a Trust or Fund in a Related Issuer. In any such circumstances,
the decision to purchase securities of the Related Issuer for a Trust or Fund is
subject to an independent review by Investment Personnel with no personal
interest in the Related Issuer. Such independent review shall be made in writing
and furnished to the Legal and Compliance Department.
4.4 BLACKOUT PERIOD.
No Access Person may execute a securities transaction in Covered
Securities held in his or her own name or in which he or she has, or as a result
of such transaction, will have, a direct or indirect Beneficial Interest on a
day during which any Investment Company has a pending "buy" or "sell" order in
that same security until that order is executed or withdrawn; PROVIDED, HOWEVER,
that this prohibition shall apply to a disinterested Trustee only if such
Trustee, at the time of that transaction, knew or, in the ordinary course of
fulfilling his or her official duties as a Trustee of the Trust, should have
known that the security, during the 15-day period immediately before or after
the date of the transaction by that Trustee, was purchased or sold by a Fund or
was being considered by NB Management for purchase or sale by a Fund.
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4.5 PRICE SWITCHES.
(a) SAME DAY PRICE SWITCH
(i)If any employee of the Trust, NB Management or NB purchases a
Covered Security (other than a fixed income security) held, or by
reason of such transaction held, in his or her own name or in
which he or she has a Beneficial Interest and an Investment
Company purchases the same security during the same day, then, to
the extent that the price paid per share by the Investment Company
for such purchase is less favorable than the price paid per share
by such employee, the Investment Company shall have the benefit of
the more favorable price per share.
(ii)If any employee of the Trust, NB Management or NB sells a
Covered Security (other than a fixed income security) held in his
or her own name or in which he or she has a Beneficial Interest
and an Investment Company sells the same security during the same
day, then, to the extent that the price per share received by the
Investment Company for such sale is less favorable than the price
per share received by the employee, the Investment Company shall
have the benefit of the more favorable price per share.
(b) 7-DAY PRICE SWITCH
(i) If any Investment Person purchases a Covered Security (other
than a fixed income security) held, or by reason of such
transaction held, in his or her own name or in which he or she has
a Beneficial Interest and within seven (7) days prior or
subsequent thereto a Fund with respect to which he or she is an
Investment Person has purchased or purchases the same security,
then, to the extent that the price paid per share by such Fund for
such purchase was or is less favorable than the price paid per
share by such Investment Person, such Fund shall have the benefit
of the more favorable price per share.
(ii) If any Investment Person sells a Covered Security (other than
a fixed income security) held in his or her own name or in which
he or she has a Beneficial Interest and within seven (7) days
prior or subsequent thereto a Fund with respect to which he or she
is an Investment Person has sold or sells the same security, then,
to the extent that the price received per share by such Fund for
such sale was or is less favorable than the price received per
share by such Investment Person, such Fund shall have the benefit
of the more favorable price per share.
(c) An amount of money necessary to effectuate the price switch shall
be transferred from the account of the employee or Investment Person subject to
the price switch policies, to the Investment Company's or Fund's account, as the
case may be. The price switch shall be limited to the number of shares purchased
or sold by the employee or Investment Person or the number of shares purchased
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or sold by the Investment Company or Fund, as the case may be, whichever is
smaller.
(d) Notwithstanding the foregoing, price switching shall not apply to:
(i) Securities transactions effected in blind trusts;
(ii) Securities transactions that are non-volitional on the part
of either the employee, Investment Person or the Investment
Company;
(iii) The acquisition of securities through stock dividends,
dividend reinvestments, stock splits, reverse stock splits,
mergers, consolidations, spin-offs, or other similar corporate
reorganizations or distributions generally applicable to all
holders of the same class of securities;
(iv) The acquisition of securities through the exercise of rights
issued by an issuer PRO RATA to all holders of a class of
securities, to the extent the rights were acquired in the issue,
and sales of such rights so acquired;
(v) Options on the Standard & Poor's "500" Composite Stock Price
Index;
(vi)Transactions arising through arbitrage, market making
activities or hedged options trading;
(vii)Transactions in the NB ERISA Profit Sharing and Retirement
Plan;
(viii) Transactions involving odd lots; and
(ix) Other securities that may from time to time be so designated
in writing by the Code of Ethics Committee.
4.6 GIFTS.
All Access Persons and employees are prohibited from giving or
receiving any gift or other thing of more than One Hundred Dollars ($ 100) in
value to or from any person or entity that does business with or on behalf of
the Fund in any one year.
4.7 SERVICE AS DIRECTOR OF PUBLICLY TRADED COMPANIES.
Investment Personnel are prohibited from serving on the Boards of
Directors of publicly traded companies.
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5. PROCEDURES WITH REGARD TO DISSEMINATION OF INFORMATION
(a) NB, NB Management, and the Trust, and their officers, directors,
Trustees and employees, shall not disclose to any disinterested Trustee of the
Trust information regarding the consideration or decision to purchase or sell a
particular security when it is contemplated that such action will be taken
within the next 15 days, unless it is:
(i) requested in writing by a disinterested Trustee of the Trust
or requested through a formal action of the Board of the Trust or
any committee thereof;
(ii)given because it is determined that the disinterested Trustee
should have the information so that he or she may effectively
carry out his or her duties; or
(iii) given so that NB or NB Management may carry out its duties
as investment manager, administrator, distributor or sub-adviser
of a Fund.
(b) If any information regarding transactions contemplated by the Fund
is given to a disinterested Trustee, such disinterested Trustee shall be subject
to the provisions of Sections 3.2, 4.4, and 7.2 of this Code with respect to any
security held or to be acquired by the Fund, as indicated in the information
which has been disclosed, for the next succeeding 15 days.
(c) Subject to Sections 5(a) and 5(b), Access Persons and employees
of NB Management, NB, or the Trust are prohibited from revealing information
relating to current or anticipated investment intentions, portfolio transactions
or activities of Funds except to persons whose responsibilities require
knowledge of the information.
6. REPORTS OF HOLDINGS BY ACCESS PERSONS
6.1 INITIAL REPORT.
No later than 10 days after a person becomes an Access Person, such
person shall report to the Trust. NB Management or NB:
(a) The title, number of shares and principal amount of each Covered
Security in which the Access Person had a direct or indirect beneficial
ownership when the person became an Access Person;
(b) 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 become an Access
Person; and
(c) The date that the report is submitted by the Access Person.
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6.2 ANNUAL REPORT.
Annually, each Access Person shall report the following information,
which must be current as of a date no more than 30 days before the report is
submitted:
(a) The title, number of shares and principal amount of each Covered
Security in which the Access Person had a direct or indirect beneficial
ownership;
(b) 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
(c) The date that the report is submitted by the Access Person.
6.3 EXCEPTIONS.
(a) No report is required with respect to holdings where such report
would duplicate information recorded by NB or NB Management pursuant to Rules
204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of 1940. For
purposes of the foregoing, no report is required with respect to the holdings of
securities in accounts maintained at NB.
(b) A disinterested Trustee of the Trust who is required to make a
report under Section 7.2 need not make an initial holdings report or annual
holdings report.
7. QUARTERLY REPORTS OF TRANSACTIONS BY ACCESS PERSONS
7.1 GENERAL REQUIREMENT.
Every Access Person shall report, or cause to be reported, to the Trust
and Legal and Compliance Department the information described in Section 7.3
with respect to transactions in any Covered Security in which such Access Person
has, or by reason of such transaction acquires, any direct or indirect
Beneficial Interest.
7.2 DISINTERESTED TRUSTEES.
A disinterested Trustee of the Trust 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 or her official duties as a Trustee, should
have known that, during the 15-day period immediately before or after the date
of the transaction in a Covered Security by that Trustee, such Covered Security
was purchased or sold by a Fund or was being considered for purchase or sale by
NB Management.
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7.3 CONTENTS OF QUARTERLY REPORTS OF TRANSACTIONS.
Every report shall be made not later than 10 days after the end of the
calendar quarter and shall contain the following information:
(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 Covered Security involved;
(b) The nature of the transaction (I.E., purchase, sale or any other
type of acquisition or disposition); ----
(c) The price of the Covered Security 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 by the Access Person.
Unless otherwise stated, no report shall be construed as an admission by the
person making such report that he or she has any direct or indirect Beneficial
Interest in the security to which the report relates.
7.4 EXCEPTIONS.
No report is required with respect to transactions where such report
would duplicate information recorded by NB or NB Management pursuant to Rules
204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of 1940. For
purposes of the foregoing, the Legal and Compliance Department maintains (i)
electronic records of all securities transactions effected through NB, and (ii)
copies of any duplicate confirmations that have been provided to the Legal and
Compliance Department under this Code of Ethics with respect to securities
transactions that, pursuant to exceptions granted by the Legal and Compliance
Department, have not been effected through NB; accordingly, no report is
required with respect to such transactions.
8. QUARTERLY REPORTS BY ACCESS PERSONS REGARDING SECURITIES ACCOUNTS.
(a) Every Access Person shall report, or cause to be reported, to the
Trust and Legal and Compliance Department, the information regarding any
securities account established by the Access Person during any quarter. Every
report shall be made not later than 10 days after the end of the calendar
quarter and shall contain the following information:
(i)The name of the broker, dealer or bank with whom the Access
Person established the account;
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(ii) The date the account was established; and
(iii) The date that the report is submitted by the Access Person.
(b) No report is required with respect to securities accounts where
such report would duplicate information recorded by NB or NB Management pursuant
to Rules 204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of 1940.
For purposes of the foregoing, no report is required with respect to securities
accounts at NB.
9. CODE OF ETHICS COMMITTEE.
(a) A Code of EthicsCommittee shall be composed of at least two
members who shall be disinterested Trustees selected by the Board of Trustees of
the Trust.
(b) The Code of Ethics Committee shall consult regularly with the
Legal and Compliance Department, and either the Committee or the Board of
Trustees of the Trust shall meet no less frequently than annually with, the
Legal and Compliance Department regarding the implementation of this Code. The
Legal and Compliance Department shall provide the Code of Ethics Committee with
such reports as are required herein or as are requested by the Code of Ethics
Committee.
(c) A monthly report shall be provided to the Trustees of the Trust
certifying that except as specifically disclosed to the Code of Ethics
Committee, the Legal and Compliance Department knows of no violation of this
Code. A representative of the Legal and Compliance Department shall attend all
regular meetings of the Trustees to report on the implementation of this Code.
10. ANNUAL REPORT TO BOARD OF TRUSTEES.
No less frequently than annually, the Trust, NB Management and NB shall furnish
to the Board of Trustees of the Trust, and the Board must consider, a written
report that:
(i) describes any issues arising under this Code or procedures
concerning personal investing since the last such report,
including, but not limited to, information about material
violations of the Code or procedures and sanctions imposed in
response to the material violations;
(ii) certifies that the Trust, NB Management and NB, as applicable,
have adopted procedures reasonably necessary to prevent Access
Persons from violating the Code; and
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(iii) identifies any recommended changes in existing restrictions or
procedures based upon the Fund's experience under the Code of
Ethics, evolving industry practices, or developments in
applicable laws or regulations.
11. IMPLEMENTATION.
11.1 VIOLATIONS.
Any person who has knowledge of any violation of this Code shall report
said violation to the Legal and Compliance Department.
11.2 SANCTIONS.
NB Management, NB, and the Code of Ethics Committee shall each have
authority to impose sanctions for violations of this Code. Such sanctions may
include a letter of censure, suspension or termination of the employment of the
violator, forfeiture of profits, forfeiture of personal trading privileges,
forfeiture of gifts, or any other penalty deemed to be appropriate.
11.3 FORMS.
The Legal and Compliance Department is authorized, with the advice of
counsel, to prepare written forms for use in implementing this Code. Such forms
shall be attached as an Appendix to this Code and shall be disseminated to all
individuals subject to the Code.
11.4 EXCEPTIONS.
Exceptions to the requirements of this Code shall rarely, if ever, be
granted. However, the Legal and Compliance Department shall have authority to
grant exceptions on a case-by-case basis. Any exceptions granted must be in
writing and reported to the Code of Ethics Committee.
Effective August 1, 2000
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