Exhibit p
Code of Ethics
<PAGE>
PHOENIX INVESTMENT COUNSEL, INC.
AMENDED AND RESTATED
CODE OF ETHICS
1. Statement of Ethical Principles
-------------------------------
When Fund Access Persons covered by the terms of this Code of Ethics
engage in personal securities transactions, they must adhere to the
following general principles as well as to the Code's specific
provisions:
A. At all times, the interests of Fund shareholders
must be paramount;
B. Personal transactions must be conducted consistent
with this Code of Ethics in a manner that avoids any actual or
potential conflict of interest; and
C. No inappropriate advantage should be taken of any
position of trust and responsibility.
2. Definitions
-----------
A. "Fund" means each and every investment company, or
series thereof, or other institutional account managed by the
Adviser, individually and collectively.
B. "Access Person" means any Trustee (other than a
Disinterested Trustee who does not obtain information
concerning recommendations made to the Fund regarding the
purchase or sale of a security), officer, general partner,
Portfolio Manager or Advisory Person of the Fund or (i) any
temporary or permanent employee of the Fund or of any company
in a control relationship to the Fund, who, in connection with
his regular functions or duties, makes, participates in or
obtains information regarding the purchase or sale of a
security by the Fund, or whose functions relate to the making
of any recommendations with respect to such purchases or
sales; and (ii) any natural person in a control relationship
to the Fund who obtains information concerning recommendations
made to the Fund with regard to the purchase or sale of a
security. For purposes of Section 4, "Access Person" shall not
include Advisory Persons nor Portfolio Managers. The
Compliance Officer of each Fund shall maintain a list of the
Fund's Access Persons.
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C. "Advisory Person" means any Portfolio Manager or
other investment person, such as an analyst or trader, who
provides information and advice to a Portfolio Manager or
assists in the execution of the investment decisions. For
purposes of Section 4, "Advisory Person" shall not include
Portfolio Managers.
D. A security is "being considered for purchase or
sale" when a recommendation to purchase or sell a security has
been made and communicated and, with respect to the Advisory
Person making the recommendation, when such person seriously
considers making such a recommendation.
E. "Beneficial ownership" shall be interpreted in the
same manner as it would be in determining whether a
person is subject to the provisions of Section 16 of the
Securities Exchange Act of 1934 and the rules and regulations
thereunder, except that the determination of direct or
indirect beneficial ownership shall apply to all securities
which an Access Person has or acquires.
F. "Control" shall have the same meaning as that set
forth in Section 2(a)(9) of the Investment Company Act, as
amended.
G. "Disinterested Trustee" means a Trustee of a Fund
who is not an "interested person" of the Fund within the
meaning of Section 2(a)(19) of the Investment Company Act, as
amended.
H. "Initial Public Offering" means a public sale of
an issue not previously offered to the public.
I. "Managed Fund" shall mean those Funds, individually
and collectively, for which the Portfolio Manager makes buy
and sell decisions.
J. "Portfolio Manager" means the person entrusted to
make the buy and sell decisions for a Fund.
K. "Private Placement" shall have the same meaning as
that set forth in Section 4(2) of the Securities Exchange Act.
L. "Purchase or sale of a security" includes inter alia,
the writing of an option or the purchase or sale of a
security that is exchangeable for or convertible into, a
security that is held or to be acquired by a Fund.
M. "Security" shall have the meaning set forth in
Section 2(a)(36) of the Investment Company Act, as amended,
except that it shall not include securities issued by the
Government of the United States, bankers' acceptances, bank
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certificates of deposit, commercial paper and shares of
registered open-end investment companies.
N. "Short term trading" is buying and then selling or
selling and then buying the same (or equivalent) securities
within seven (7) calendar days (e.g. opening transaction at
"T" and closing transaction at T + 6 calendar days or less).
3. Exempted Transactions
---------------------
The prohibitions of Section 4 of this Code shall not apply to:
A. Purchases or sales effected in any account over
which the Access Person has no direct or indirect influence or
control in the reasonable estimation of the Compliance
Officer.
B. Purchases or sales of securities (1) not eligible
for purchase or sale by the Fund; or (2) specified from time
to time by the Trustees, subject to such rules, if any, as the
Trustees shall specify.
C. Purchases or sales which are non-volitional on the
part of either the Access Person or the Fund.
D. Purchases of shares necessary to establish an
automatic dividend reinvestment plan or pursuant to an
automatic dividend reinvestment plan, and subsequent sales of
such securities.
E. Purchases effected upon the exercise of rights issued
by an issuer pro rata to all holders of a class of its
securities, to the extent such rights were acquired from such
issuer, and sales of such rights so acquired.
4. Prohibited Activities
---------------------
A. IPO Rule: No Advisory Person or Portfolio Manager may
purchase securities in an Initial Public Offering, except with
the prior approval of the Compliance Officer of the Fund.
B. Private Placement Rule: No Advisory Person or
Portfolio Manager may purchase securities in a Private
Placement unless such purchase has been approved by the
Compliance Officer of the Fund. Any such approved purchase
should be disclosed to the Fund if that issuer's securities
are being considered for purchase or sale by the Fund. Such
consideration for purchase or sale shall be conducted by a
person other than the interested Advisory Person or Portfolio
Manager.
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C. Preclearance Rule: No Access Person, Advisory Person
nor Portfolio Manager may purchase or sell a security unless
such purchase or sale has been precleared by the Compliance
Officer of the Fund. Preclearance shall be valid through the
business day next following the day preclearance is given.
Exceptions: The following securities transactions are exempt
from the pre-clearance requirement:
1. Purchases or sales of up to 1,000 shares of
securities of issuers ranked within the top
200 of the Standard & Poor's 500 Composite
Stock Index (S&P 500) (the "Large Cap List")
at the time of purchase or sale. The
Compliance Officer of the Fund shall
distribute an updated list of such
securities quarterly.
2. Purchase orders sent directly to the
issuer via mail (other than in connection
with a Private Placement) or sales of such
securities which are redeemed directly by
the issuer via mail.
NOTE: THE COMPLIANCE OFFICER OF THE FUND MAY DENY APPROVAL OF
ANY TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE
RULE, EVEN IF NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS,
IF HE/SHE REASONABLY BELIEVES THAT DENYING PRECLEARANCE IS
NECESSARY FOR THE PROTECTION OF A FUND. ANY SUCH DENIAL MAY BE
APPEALED TO THE FUND'S COUNSEL. THE DECISION OF COUNSEL SHALL
BE FINAL.
D. Open Order Rule: No Access Person, Advisory Person or
Portfolio Manager may purchase or sell, directly or
indirectly, any security in which he has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership, when a Fund has a pending "buy" or "sell" order for
that security of the same type (i.e. buy or sell) as the
proposed personal trade, until the Fund's order is executed or
withdrawn.
Exceptions: The following securities transactions are exempt
from the Open Order Rule:
1. Purchases or sales of up to 1,000
shares of securities of issuer on the Large
Cap List at the time of the transaction.
2. Purchases or sales approved by the
Compliance Officer of the Fund in his/her
discretion.
ANY PROFITS REALIZED ON A PERSONAL TRADE IN VIOLATION OF THIS
SECTION 4D MUST BE DISGORGED.
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E. Blackout Rule: If a Portfolio Manager's Managed Fund
holds a security that is the subject of a proposed personal
trade by that Portfolio Manager, such personal trade may be
permitted only as follows:
1. If the proposed personal trade is on
the same side as the last Managed Fund
transaction in that security, the personal
trade cannot occur within two days of such
Managed Fund transaction (i.e. neither at T
nor T + 1 calendar day).
2. If the proposed personal trade is on
the opposite side of the last Managed Fund
transaction in that security, the personal
trade cannot occur unless (a) it is more
than two days after the Managed Fund
transaction (i.e. T + 2 calendar days or
later) AND (b) the Preclearance Request, if
required for such personal transaction (i.e.
it is not eligible for the Large Cap List
exception to the Preclearance Rule) sets
forth, to the reasonable satisfaction of the
Compliance Officer, an explanation of the
reasons the Managed Fund is not effecting a
similar transaction.
Transactions permitted under the Blackout Rule must also
satisfy the Short Term Trading Rule, the Open Order Rule, and
the Preclearance Rule if and to the extent the transaction is
not covered by exceptions to those rules.
Note: Read together, the Short Term Trading Rule and the
Blackout Rule generally will require that a Portfolio Manager
must hold a position in a security until the LATER of (a) T +
7 calendar days ( T = his/her Opening Transaction); and (b) T
+ 2 (T = the Managed Fund's last transaction in that
security).
ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL
TRADE IN VIOLATION OF THIS SECTION 4E MUST BE DISGORGED.
F. Short Term Trading Rule: No Advisory Person or
Portfolio Manager may engage in Short Term Trading for profit.
Exceptions:
----------
1. Advisory Persons may effect Closing
Transactions (i.e. a sale after a purchase
or a purchase after a sale of the same
security) within 7 calendar days of the
Opening Transaction in that security (i.e.
within T + 6 calendar days or less) (a) if
there are no Fund trades in that security
within that period; or (b) if there are Fund
trades in that security within that period,
there are no Fund trades in that security on
the opposite side of the proposed personal
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Closing Transaction occurring prior to the
proposed personal Closing Transaction. This
Short Term Trading Exception does not
constitute a waiver of either the Open Order
Rule or the Preclearance Rule.
2. Portfolio Managers may effect Closing
Transactions within 7 calendar days of the
Opening Transaction in that security (i.e.
within T + 6 calendar days or less (a) if
there are no Fund trades in that security
within that period; or (b) if there are Fund
trades in that security within that period,
(i) there are no trades in that security in
any of his/her Managed Funds occurring prior
to the proposed personal Closing
Transaction, and (ii) no trades in that
security for any other Fund on the opposite
side of the proposed personal Closing
Transaction occurring prior to the proposed
personal Closing Transaction. This Short
Term Trading Exception does not constitute a
waiver of any of the Open Order Rule, the
Blackout Rule or the Preclearance Rule.
Note: Read together, the Short Term Trading Rule and the
Blackout Rule generally will require that a Portfolio Manager
must hold a position in a security until the LATER of (a) T +
7 calendar days ( T = his/her Opening Transaction); and (b) T
+ 2 (T = the Managed Fund's last transaction in that
security).
ANY PROFITS REALIZED ON SHORT TERM TRADING IN CONTRAVENTION OF
THIS POLICY MUST BE DISGORGED.
G. No Advisory Person shall accept any gift or other
item of more than de minimis value from any person or entity
that does business with or on behalf of the Fund.
H. No Advisory Person shall serve on the board of
directors of a publicly traded company without prior
authorization by the President or the Compliance Officer of
the Fund. If board service is authorized, such Advisory Person
shall have no role in making investment decisions with respect
to the publicly traded company.
5. Compliance Procedures
---------------------
A. All Access Persons shall direct their brokers to
supply, at the same time that they are sent to the Access
Person, a copy of the confirmation for each personal
securities trade and a copy of each periodic account statement
to the Fund's Compliance Officer.
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B. Every Access Person shall report to the Fund the
information described in Section 5D of this Code with respect
to transactions in any security in which such Access Person
has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership in the security; provided,
however, that an Access Person shall not be required to make a
report with respect to transactions effected for any account
over which such person does not have any direct or indirect
influence.
C. A Disinterested Trustee of the Fund need only report
a transaction in a security if such Trustee, at the time of
that transaction knew or, in the ordinary course of fulfilling
his official duties as a Trustee of the Fund, should have
known that, (1) during the 7-day period immediately preceding
or after the date of the transaction by the Trustee, such
security was purchased or sold by the Fund or (2) such
security was being considered for purchase or sale by the
Fund.
D. Every report required pursuant to Section 5B above
shall be made not later than 10 days after the end of the
calendar quarter in which the transaction to which the report
relates was effected, and shall contain the following
information:
(i) The date of the transaction, the title and
the number of shares, and the principal amount of
each security involved;
(ii) The nature of the transaction (i.e.,
purchase, sale, or any other type of acquisition or
disposition);
(iii) The price at which the transaction was
effected;
(iv) The name of the broker, dealer or bank with
or through whom the transaction was effected; and
(v) The date of approval of the transaction and
the person who approved it as required by Section 4B
or C above.
E. Each Access Person and Disinterested Trustee shall
submit a report listing all personal securities holdings to
the Compliance Officer upon the commencement of service and
annually thereafter. This annual report shall include a
certification by the Access Person that he or she has read and
understood the Code of Ethics and has complied with the Code's
requirements.
F. Any report made under this Section 5 may contain a
statement that the report shall not be construed as an
admission by the person making such report that he or she has
any direct or indirect beneficial ownership in the security to
which the report relates.
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G. The Compliance Officer shall submit an annual report
to the Fund's Board of Trustees that summarizes the current
Code of Ethics procedures, identifies any violations requiring
significant remedial action, and recommends appropriate
changes to the Code, if any.
H. Any Access Person or Disinterested Trustee shall
immediately report any potential violation of this Code of
which he or she becomes aware to the Fund's Compliance
Officer.
6. Sanctions
---------
Upon discovering a violation of this Code, the Board of Trustees of the
Fund may impose such sanctions as it deems appropriate, including inter
alia, a letter of censure or suspension or termination of employment,
or suspension of personal trading privileges for such period as it may
deem appropriate.
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AMENDED AND RESTATED
CODE OF ETHICS (MAY 31, 2000)
PHOENIX FUNDS
PHOENIX-DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
PHOENIX-ABERDEEN SERIES FUND
PHOENIX - ENGEMANN FUNDS
PHOENIX-SENECA FUNDS
PHOENIX-ZWEIG FUNDS
1. Statement of Ethical Principles
-------------------------------
These principles are applicable to employees of Phoenix Investment
Partners, Ltd. and its related advisory and broker-dealer subsidiaries,
including Phoenix Investment Counsel, Inc., Duff & Phelps Investment
Management Co, National Securities & Research Corporation,
Phoenix-Aberdeen International Advisors, LLC, Roger Engemann &
Associates, Inc., Seneca Capital Management LLC, Phoenix/Zweig Advisers
LLC, Phoenix Equity Planning Corporation, and PXP Securities
Corporation. Our subsidiaries may impose further limitations on
personal trading subject to notifying Counsel and the Compliance
Officer of Phoenix Investment Partners, Ltd.
When Fund Access Persons covered by the terms of this Code of Ethics
engage in personal securities transactions, they must adhere to the
following general principles as well as to the Code's specific
provisions:
A. At all times, the interests of Fund shareholders
must be paramount;
B. Personal transactions must be conducted consistent
with this Code of Ethics in a manner that avoids any actual
or potential conflict of interest; and
C. No inappropriate advantage should be taken of any
position of trust and responsibility.
2. Definitions
-----------
A. "Fund" means each and every investment company, or
series thereof, or other institutional account managed by the
Adviser, individually and collectively.
B. "Access Person" means any Trustee (other than a
Disinterested Trustee who does not obtain information
concerning recommendations made to the Fund regarding the
purchase or sale of a security), officer, general partner,
Portfolio Manager or Advisory Person of the Fund or (i) any
temporary or permanent employee of the Fund or of any company
in a control relationship to the Fund, who, in connection with
his regular functions or duties, makes, participates in or
obtains information regarding the purchase or sale of a
security by the Fund, or whose functions relate to the making
of any recommendations with respect to such purchases or
sales; and (ii) any natural person in a control relationship
to the Fund who obtains information concerning recommendations
made to the Fund with regard to the purchase or sale of a
security. The Compliance Officer of each Fund shall maintain a
list of the Fund's Access Persons.
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C. "Advisory Person" means any Portfolio Manager or
other investment person, such as an analyst or trader, who
provides information and advice to a Portfolio Manager or
assists in the execution of the investment decisions. For
purposes of Section 4, "Advisory Person" shall not include
Portfolio Managers.
D. A security is "being considered for purchase or sale"
when a recommendation to purchase or sell a security has been
made and communicated and, with respect to the Advisory Person
making the recommendation, when such person seriously
considers making such a recommendation.
E. "Beneficial ownership" shall be interpreted in the
same manner as it would be in determining whether a person is
subject to the provisions of Section 16 of the Securities
Exchange Act of 1934 and the rules and regulations thereunder,
except that the determination of direct or indirect beneficial
ownership shall apply to all securities which an Access Person
has or acquires.
F. "Control" shall have the same meaning as that set
forth in Section 2(a)(9) of the Investment Company Act, as
amended.
G. "Disinterested Trustee" means a Trustee of a Fund who
is not an "interested person" of the Fund within the meaning
of Section 2(a)(19) of the Investment Company Act, as amended.
H. "Initial Public Offering" means a public sale of an
issue not previously offered to the public.
I. "Managed Fund" shall mean those Funds, individually
and collectively, for which the Portfolio Manager makes buy
and sell decisions.
J. "Portfolio Manager" means the person entrusted to
make the buy and sell decisions for a Fund.
K. "Private Placement" shall have the same meaning as
that set forth in Section 4(2) of the Securities Exchange
Act.
L. "Purchase or sale of a security" includes inter alia,
the writing of an option or the purchase or sale of a security
that is exchangeable for or convertible into, a security that
is held or to be acquired by a Fund.
M. "Security" shall have the meaning set forth in
Section 2(a)(36) of the Investment Company Act, as amended,
except that it shall not include securities issued by the
Government of the United States, bankers' acceptances, bank
certificates of deposit, commercial paper and shares of
registered open-end investment companies.
3. Exempted Transactions
---------------------
The prohibitions of Section 4 of this Code shall not apply to:
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A. Purchases or sales effected in any account over which
the Access Person has no direct or indirect influence or
control in the reasonable estimation of the Compliance
Officer.
B. Purchases or sales of securities (1) not eligible for
purchase or sale by the Fund; or (2) specified from time to
time by the Trustees, subject to such rules, if any, as the
Trustees shall specify.
C. Purchases or sales which are non-volitional on the
part of either the Access Person or the Fund.
D. Purchases of shares necessary to establish an
automatic dividend reinvestment plan or pursuant to an
automatic dividend reinvestment plan, and subsequent sales of
such securities.
E. Purchases effected upon the exercise of rights issued
by an issuer pro rata to all holders of a class of its
securities, to the extent such rights were acquired from such
issuer, and sales of such rights so acquired.
F. Purchase or sale of securities issued by Phoenix
Investment Partners, Ltd. unless otherwise restricted.
4. Prohibited Activities
---------------------
A. IPO Rule: No Access Person, Advisory Person or
Portfolio Manager may purchase securities in an Initial Public
Offering, except with the prior approval of the Compliance
Officer of the Fund. This rule also applies to IPO's offered
through the Internet.
B. Private Placement Rule: No Access Person,
Advisory Person or Portfolio Manager may purchase securities
in a Private Placement unless such purchase has been
approved by the Compliance Officer of the Fund. Any such
approved purchase should be disclosed to the Fund if that
issuer's securities are being considered for purchase or sale
by the Fund.
C. Preclearance Rule: No Access Person, Advisory
Person or Portfolio Manager may purchase or sell a security
unless such purchase or sale has been precleared by the
Compliance Officer of the Fund. Preclearance is required prior
to executing a trade through a personal Internet brokerage
account. It is also required for trades in securities valued
at $5.00 or less, and for option trades, including but not
limited to puts, calls and well-known stock indices (e.g. the
S&P 500). Preclearance is valid through the business day next
following the day preclearance is given.
Exceptions: The following securities transactions do not
require preclearance:
1. Purchases or sales of up to 500 shares of
securities of issuers ranked in the Standard
& Poor's 500 Composite Stock Index (S&P 500)
at the time of purchase or sale. The
Compliance Officer of the Fund shall
distribute an updated list of such
securities quarterly. A copy of the list
will be
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maintained on the Intranet web site
for Phoenix Investment Partners, Ltd. and
will be updated quarterly.
2. Purchase orders sent directly to the issuer
via mail (other than in connection with a
Private Placement) or sales of such
securities which are redeemed directly by
the issuer via mail.
NOTE: THE COMPLIANCE OFFICER OF THE FUND MAY DENY APPROVAL OF
ANY TRANSACTION REQUIRING PRECLEARANCE UNDER THIS PRECLEARANCE
RULE, EVEN IF NOMINALLY PERMITTED UNDER THIS CODE OF ETHICS,
IF HE/SHE REASONABLY BELIEVES THAT DENYING PRECLEARANCE IS
NECESSARY FOR THE PROTECTION OF A FUND. ANY SUCH DENIAL MAY BE
APPEALED TO THE FUND'S COUNSEL. THE DECISION OF COUNSEL SHALL
BE FINAL.
D. Open Order Rule: No Access Person, Advisory Person or
Portfolio Manager may purchase or sell, directly or
indirectly, any security in which he has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership, when a Fund has a pending "buy" or "sell" order for
that security of the same type (i.e. buy or sell) as the
proposed personal trade, until the Fund's order is executed or
withdrawn.
Exceptions: The following securities transactions are
exempt from the Open Order Rule:
1. Purchases or sales of up to 500 shares of
securities of issuers in the S&P 500 at the
time of the transaction.
2. Purchases or sales approved by the
Compliance Officer of the Fund in his/her
discretion.
ANY PROFITS REALIZED ON A PERSONAL TRADE IN VIOLATION OF THIS
SECTION 4D MUST BE DISGORGED.
E. Blackout Rule: If a Portfolio Manager's Managed Fund
holds a security that is the subject of a proposed personal
trade by that Portfolio Manager, such personal trade may be
permitted only as follows:
1. If the proposed personal trade is on the
same side as the last Managed Fund
transaction in that security, the personal
trade cannot occur within two days of such
Managed Fund transaction (i.e. neither at T
nor T + 1 calendar day).
2. If the proposed personal trade is on the
opposite side of the last Managed Fund
transaction in that security, the personal
trade cannot occur unless (a) it is more
than two days after the Managed Fund
transaction (i.e. T + 2 calendar days or
later) AND (b) the Preclearance Request, if
required for such personal transaction (i.e.
it is not eligible for the exception of
securities listed in the S&P 500 to the
Preclearance Rule), sets forth, to the
reasonable satisfaction of the Compliance
Officer, an explanation of the reasons the
Managed Fund is not effecting a similar
transaction.
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Transactions permitted under the Blackout Rule must also
satisfy the Open Order Rule and the Preclearance Rule if and
to the extent the transaction is not covered by exceptions to
those rules.
ANY PROFITS REALIZED BY A PORTFOLIO MANAGER ON A PERSONAL
TRADE IN VIOLATION OF THIS SECTION 4E MUST BE DISGORGED.
F. Holding Period Rule: Access Persons, Advisory Persons
and Portfolio Managers must hold each Security, for a period
of not less than sixty (60) days, whether or not the purchase
of such Security was an exempt transaction under any other
provision of Section 4.
ANY PROFITS REALIZED ON TRADING IN CONTRAVENTION OF THIS
POLICY MUST BE DISGORGED.
G. No Access Person, Advisory Person or portfolio
manager shall annually accept any gift or other item of more
than $100 in value from any person or entity that does
business with or on behalf of the Fund.
H. No Advisory Person shall serve on the board of
directors of a publicly traded company without prior
authorization by the President or the Compliance Officer of
the Fund. If board service is authorized, such Advisory Person
shall have no role in making investment decisions with respect
to the publicly traded company.
5. Compliance Procedures
---------------------
A. All Access Persons shall direct their brokers to
supply, at the same time that they are sent to the Access
Person, a copy of the confirmation for each personal
securities trade and a copy of each periodic account statement
to the Fund's Compliance Officer.
B. Every Access Person shall report to the Fund the
information described in Section 5D of this Code with respect
to transactions in any security in which such Access Person
has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership in the security; provided,
however, that an Access Person shall not be required to make a
report with respect to transactions effected for any account
over which such person does not have any direct or indirect
influence.
C. A Disinterested Trustee of the Fund need only report
a transaction in a security if such Trustee, at the time of
that transaction knew or, in the ordinary course of fulfilling
his official duties as a Trustee of the Fund, should have
known that, (1) during the 7-day period immediately preceding
or after the date of the transaction by the Trustee, such
security was purchased or sold by the Fund or (2) such
security was being considered for purchase or sale by the
Fund.
D. Every report required pursuant to Section 5B above
shall be made not later than 10 days after the end of the
calendar quarter in which the transaction to which the report
relates was effected, and shall contain the following
information:
(i) The date of the transaction, the title and
the number of shares, and the principal amount of
each security involved;
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(ii) The nature of the transaction (i.e.,
purchase, sale, or any other type of acquisition or
disposition);
(iii) The price at which the transaction was
effected;
(iv) The name of the broker, dealer or bank with
or through whom the transaction was effected; and
(v) The date of approval of the transaction and
the person who approved it as required by Section 4B
or C above.
E. Each Access Person shall submit a report listing all
personal securities holdings to the Compliance Officer upon
the commencement of service and annually thereafter. The
annual report shall be as of December 31 and include a
certification by the Access Person that he or she has read and
understood the Code of Ethics and has complied with the Code's
requirements. The annual report and certification will be
submitted to the Compliance Officer by January 30.
F. Any report made under this Section 5 may contain a
statement that the report shall not be construed as an
admission by the person making such report that he or she has
any direct or indirect beneficial ownership in the security to
which the report relates.
G. The Compliance Officer shall submit an annual
report to the Fund's Board of Trustees that summarizes the
current Code of Ethics procedures, identifies any violations
requiring significant remedial action, and recommends
appropriate changes to the Code, if any.
H. Any Access Person or Disinterested Trustee shall
immediately report any potential violation of this Code of
which he or she becomes aware to the Fund's Compliance
Officer.
6. Sanctions
---------
Upon discovering a violation of this Code, the Board of Trustees of the
Fund may impose such sanctions as it deems appropriate, including inter
alia, a letter of censure or suspension or termination of employment,
or suspension of personal trading privileges for such period as it may
deem appropriate.
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