Exhibit (p)(2)
KEMPER PORTFOLIOS
CODE OF ETHICS
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While affirming its confidence in the integrity and good faith of all
of its officers and directors (references to a "director" apply to a trustee if
the Fund is a business trust), the Fund recognizes that the knowledge of present
or future portfolio transactions and, in certain instances, the power to
influence portfolio transactions which may be possessed by certain of its
officers and directors could place such individuals, if they engage in personal
securities transactions, in a position where their personal interests may
conflict with that of the Fund. In view of this and of the provisions of Rule
17j-1(b)(1) under the Investment Company Act of 1940 ("1940 Act"), the Fund has
determined to adopt this Code of Ethics to specify and prohibit certain types of
personal securities transactions that may create conflicts of interest and to
establish reporting requirements and enforcement procedures.
This Code is divided into three parts. The first part contains
provisions applicable to officers, directors and portfolio managers who are
directors, officers or employees of Scudder Kemper Investments, Inc. (or an
affiliate thereof) which is the investment adviser to the Fund (the "Adviser");
the second part pertains to directors and honorary directors unaffiliated with
the Adviser; and the third part contains record-keeping and other provisions.
The Adviser imposes stringent reporting requirements and restrictions
on the personal securities transactions of its personnel. The Fund has
determined that the high standards established by the Adviser may be
appropriately applied by the Fund to its officers and portfolio managers (all of
whom are affiliated with the Adviser) and those of its directors who are
affiliated with the Adviser and, accordingly, may have frequent opportunities
for knowledge of and, in some cases, influence over, Fund portfolio
transactions.
In the experience of the Fund, directors and honorary directors who are
unaffiliated with the Adviser have comparatively less current knowledge and
considerably less influence over specific purchases and sales of securities by
the Fund. Therefore, this Code contains separate provisions applicable to
unaffiliated directors.
I. Rules Applicable to Fund Officers, Directors and Portfolio Managers
Employed by the Adviser or by an Affiliate thereof.
A. Incorporation of Adviser's Code of Ethics.
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(1) Part 2, Part 6 and Part 10 of the Adviser's Code of
Ethics, which is attached as Appendix A hereto, are hereby
incorporated herein by reference as the Fund's Code of Ethics
applicable to officers, directors and portfolio managers of
the Fund who are directors, officers or employees of the
Adviser or an affiliate thereof.
(2) A violation of Part 2 or Part 6 of the Adviser's Code of
Ethics shall constitute a violation of the Fund's Code.
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B. Reports.
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(1) Officers, directors and portfolio managers of the Fund who
are directors, officers or employees of the Adviser shall file
the reports required under the Adviser's Code of Ethics with a
Fund officer designated from time to time by the board of
directors to receive such reports (the "Review Officer"), who
shall be an officer of the Fund.
(2) The Review Officer shall submit confidential quarterly
reports with respect to his/her personal securities
transactions to an officer designated to receive his/her
reports ("Alternate Review Officer"), who shall act in all
respects in the manner prescribed herein for the Review
Officer.
(3) A report filed with the Review Officer (or in the case of
a report of the Review Officer, with the Alternate Review
Officer) shall be deemed to be filed with each of the
registered investment companies sponsored and/or managed by
the Adviser of which the reporting individual is an officer,
director, trustee or portfolio manager for which such officer
acts as Review Officer.
C. Review.
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(1) The Review Officer shall compare the reported personal
holdings and personal securities transactions with completed
and contemplated portfolio transactions of the Fund to
determine whether a violation of this Code may have occurred.
Before making any determination that a violation has been
committed by any person, the Review Officer shall give such
person an opportunity to supply additional explanatory
material.
(2) If the Review Officer determines that a violation of this
Code has or may have occurred, he/she shall submit his/her
written determination, together with the confidential
quarterly report and any additional explanatory material
provided by the individual to the President of the Fund, who
shall make an independent determination of whether a violation
has occurred.
D. Sanctions.
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(1) If the President finds that a violation has occurred,
he/she shall impose upon the individual such sanctions as he
or she deems appropriate and shall report the violation and
the sanction imposed to the board of directors of the Fund.
The sanctions that may be imposed hereunder include, without
limitation, reversing the improper personal securities
transaction and/or disgorging any profit realized, censure,
imposition of restrictions on personal trading, fines, and
termination of employment.
(2) No person shall participate in a determination of whether
he/she has committed a violation of the Code or of the
imposition of any sanction against himself. If a securities
transaction of the President is under consideration, the
Chairman of the Board or, in the absence of a Chairman of the
Board, the Executive Vice President or, in the absence of an
Executive Vice President, any
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Vice President shall act in all respects in the manner
prescribed herein for the President.
II. Rules Applicable to Unaffiliated Directors and Honorary Directors.
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A. Definitions.
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(1) "Beneficial ownership" shall be interpreted in the same
manner as it would be in determining whether a person is
subject to the provisions of Section 16 of the Securities
Exchange Act of 1934 and the rules and regulations thereunder,
except that the determination of direct or indirect beneficial
ownership shall apply to all securities which an unaffiliated
director has or acquires. Application of this definition is
explained in more detail in the Adviser's Code of Ethics, set
forth as Appendix A hereto.
(2) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides in
general that "control" means the power to exercise a
controlling influence over the management or policies of a
company, unless such power is solely the result of an official
position with such company.
(3) "Disinterested director" means a director or honorary
director of the Fund who is not an "interested person" of the
Fund within the meaning of Section 2(a)(19) of the 1940 Act.
(4) "Purchase or sale of a security" includes, among other
things, the writing of an option to purchase or sell a
security.
(5) "Security" shall have the same meaning as that set forth
in Section 2(a)(36) of the 1940 Act (in effect, all
securities), except that it shall not include direct
obligations issued or guaranteed by the United States,
bankers' acceptances, bank certificates of deposit, commercial
paper, other high quality short-term debt instruments and
shares of registered open-end investment companies. The term
"security" includes any separate security which is convertible
into, exchangeable for or which carries a right to purchase a
security.
(6) "Unaffiliated director" means, for purposes of this Code,
a director or honorary director of the Fund who is not a
director, officer or employee of the Adviser or an affiliate
thereof.
B. Prohibited Purchases and Sales.
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No unaffiliated director shall purchase or sell, 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 at the time of
such purchase or sale:
(1) is being considered for purchase or sale by the Fund or
the Adviser, or was being so considered, within the most
recent 15 days; or
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(2) is being purchased or sold by the Fund or was purchased or
sold by the Fund within the most recent 15 days.
A security will be deemed "being considered for purchase or
sale" when a recommendation formulated by the Adviser to
purchase or sell a security has been communicated to a Fund
portfolio manager.
C. Preclearance.
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Unaffiliated directors are not generally required to preclear
their personal trades. In the event any such director has,
however, within the 15 days prior to the personal trade he/she
is considering, discussed (other than discussions held during
the course of Fund board meetings) a specific security or
company with a Fund officer or other person in a position to
know about contemplated Fund transactions, preclearance with
the Pre-Clearing Officer or Alternate Pre-Clearing Officer is
required prior to trading such security or in any other
security issued by such company.
D. Exempted Transactions.
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The Prohibitions of Section IIB and the procedures designated
in Section C of this Code shall not apply to:
(1) purchases or sales effected in any account over which the
unaffiliated director has no direct or indirect influence or
control;
(2) purchases or sales which are non-volitional on the part of
either the unaffiliated director or the Fund;
(3) purchases which are part of an automatic dividend
reinvestment plan;
(4) 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;
(5) purchases or sales of securities which are not permitted
to be held or acquired by the Fund, provided that the
securities that are the subject of the transaction are not
convertible or exercisable into securities which are permitted
to be held or acquired by the Fund; and
(6) purchases or sales previously approved and confirmed in
writing by the Pre-Clearing Officer or Alternate Pre-Clearing
Officer appointed from time to time by the Board for this
purpose.
If in doubt, directors should discuss their situations with
the Review Officer prior to relying on one of the exceptions
listed above.
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E. Reporting.
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(1) Every unaffiliated director who is not a disinterested
director shall file with the Review Officer a report
containing the information described below in Section IIE(3)
of this Code with respect to transactions in any security in
which such person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership, whether
or not one of the exemptions listed in IID applies; provided,
however, that no person shall be required to make a report
with respect to (i) transactions effected for any account over
which such person does not have any direct or indirect
influence or control, or (ii) transactions in securities which
are not permitted to be held or acquired by the Fund, provided
that the securities that are the subject of the transaction
are not convertible or exercisable into securities which are
permitted to be held or acquired by the Fund. Each such
director shall file with the Review Officer a report
containing the information described in Section IE(6) below.
(2) Disinterested directors do not need to report personal
security transactions except in the circumstances noted in
this paragraph. Every disinterested director shall file with
the Review Officer a report containing the information
described in Section IIE(3) of this Code with respect to
transactions in any security in which such disinterested
director has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership, whether or not one of
the exemptions listed in Section IID applies, 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 Fund, should have known that, during the 15-day period
immediately preceding or after the date of the transaction by
the director: (i) such security was purchased or sold by the
Fund; or (ii) such security was being considered for purchase
or sale by the Fund or the Adviser; provided, however, that a
disinterested director shall not be required to make a report
with respect to (a) transactions effected for any account over
which such person does not have any direct or indirect
influence or control, or (b) transactions in securities which
are not permitted to be held or acquired by the Fund, provided
that the securities that are the subject of the transaction
are not convertible or exercisable into securities which are
permitted to be held or acquired by the Fund.
(3) Every transaction report shall be made not later than 10
days after the end of the calendar quarter in which the
transaction to which the report relates was effected, and
shall contain the following information:
(a) the date of the transaction, the title and the
number of shares, interest rate and maturity (if
applicable) 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;
and
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(d) the name of the broker, dealer or bank with or
through whom the transaction was effected.
(4) Every report concerning a purchase or sale, including
those prohibited under Section IIB hereof, with respect to
which the reporting person relies upon one of the exemptions
provided in Section IID shall contain a brief statement of the
exemption relied upon and the circumstances of the
transaction.
(5) 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/she has any direct or indirect beneficial
ownership in the security to which the report relates.
(6) Within ten (10) days of commencing service as a director,
each unaffiliated director who is not disinterested must
disclose all holdings of securities (as defined above) in
which he has beneficial ownership. Interested directors must
file a report even if they have no holdings. Such report shall
include the title, number of shares and principal amount of
each security. Interested directors shall submit an Annual
Statement of Securities Holdings as part of the annual ethics
questionnaire.
F. Review.
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(1) The Review Officer shall compare the reported personal
holdings and personal securities transactions with completed
and contemplated portfolio transactions of the Fund to
determine whether any transactions ("Reviewable Transactions")
listed in Section IIB (disregarding exemptions provided by
Section IID(1) through (6)) may have occurred.
(2) If the Review Officer determines that a Reviewable
Transaction may have occurred, he/she shall submit the report
and pertinent information concerning completed or contemplated
portfolio transactions of the Fund to counsel for the
unaffiliated directors. Such counsel shall determine whether a
violation of this Code may have occurred, taking into account
all the exemptions provided under Section IID. Before making
any determination that a violation has been committed by an
unaffiliated director, such counsel shall give such person an
opportunity to supply additional information regarding the
transaction in question.
G. Sanctions.
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If such counsel determines that a violation of this Code has
occurred, such counsel shall so advise the President of the
Fund and a committee consisting of the unaffiliated directors,
other than the person whose transaction is under
consideration, and shall provide the committee with the
report, the record of pertinent actual or contemplated
portfolio transactions of the Fund and any additional material
supplied by such person. The committee, at its option, shall
either impose such sanction as it deems appropriate or refer
the matter to the board of directors, which shall impose such
sanctions as are deemed appropriate. The sanctions that may be
imposed hereunder include, without limitation,
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reversing the improper personal securities transaction and/or
disgorging any profit realized, censure, imposition of
restrictions on personal trading and fines.
III. Miscellaneous.
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A. Amendments to Adviser's Code of Ethics.
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Any amendment to Part 2, Part 6 or Part 10 of the Adviser's
Code of Ethics shall be deemed an amendment to Section IA of
this Code provided that any material amendment to the
Adviser's Code of Ethics must be approved by the board of
directors within six (6) months of the change.
B. The officers of the Fund or their designees will report
annually to the board of directors concerning material issues
arising under the Code, existing procedures and any material
changes to those procedures, as well as any instances
requiring significant remedial action during the past year
which related to that Fund. Such report shall be in writing
and include any certification required by law. Such report may
be made jointly with the report provided by the Adviser
pursuant to the Code or, if made separately, need not
duplicate information provided in the Adviser's report.
C. Records.
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The Fund shall maintain records in the manner and to the
extent set forth below, which records may be maintained on
microfilm or such other permitted medium under the conditions
described in Rule 31a-2(f)(1) under the 1940 Act and shall be
available for examination by representatives of the Securities
and Exchange Commission.
(1) A copy of this Code and any other code which is, or at any
time within the past five years has been, in effect shall be
preserved in an easily accessible place;
(2) A record of any violation of such code(s) of ethics and of
any action taken as a result of such violation shall be
preserved in an easily accessible place for a period of not
less than five years following the end of the fiscal year in
which the violation occurs;
(3) A copy of each report made by an officer or director
pursuant to such code(s) of ethics shall be preserved for a
period of not less than five years from the end of the fiscal
year in which it is made, the first two years in an easily
accessible place;
(4) A list of all persons who are, or within the past five
years have been, required to make reports pursuant to such
code(s) of ethics shall be maintained in an easily accessible
place;
(5) A list of names of all persons who are, or within the past
five years, have been responsible for reviewing any
transaction and holdings reports filed pursuant to such
code(s); and
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(6) A copy of each report made to the Fund directors pursuant
to such code(s) must be maintained for at least five (5) years
after the end of the fiscal year in which it was made, the
first two (2) years in an easily accessible place.
D. Confidentiality.
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All reports of securities transactions and any other
information filed with the Fund pursuant to this Code shall be
treated as confidential, except as otherwise provided herein.
E. Interpretation of Provisions.
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The board of directors may from time to time adopt such
interpretations of this Code as it deems appropriate.
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