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EXHIBIT o.20
AGC INVESTMENT ADVISER/
INVESTMENT COMPANY
CODE OF ETHICS
I. APPLICABILITY
This Code of Ethics (the "Code") is applicable to all persons designated as
"Access Persons" of the subsidiary firms of American General Corporation ("AGC")
that are registered as investment advisers ("AGC Investment Advisers") with the
Securities and Exchange Commission (the "SEC"), and officers, directors,
trustees and Access Persons of any Investment Company (collectively, "Covered
Persons"). This Code is supplemented by a number of other AGC published
compliance policies, including the Insider Trading Policy as discussed below.
II. OVERVIEW OF REGULATORY FRAMEWORK
The AGC Investment Advisers supervise the investment portfolios of registered
investment company accounts ("Investment Companies") and other investment
advisory client accounts (collectively, "Advisory Clients"). Pursuant to
investment advisory agreements with the Advisory Clients, the AGC Investment
Advisers are authorized to take all actions necessary and appropriate to carry
out the investment objectives and investment policies established for each
Advisory Client, including, but not limited to, the purchase and sale of
securities on each Advisory Client's behalf. In carrying out these contractual
obligations, the AGC Investment Advisers acknowledge that they have a fiduciary
duty to the Advisory Clients and that this duty is recognized under federal
securities laws and regulations. In particular, the Investment Advisers Act of
1940, as amended (the "Advisers Act"), establishes as a matter of federal law
the fiduciary status of investment advisers and regulates the relationship
between investment advisers and their advisory clients. The Advisers Act, among
other things, prohibits advisers from engaging in practices that constitute
fraud or deceit upon advisory clients, including the practice of an adviser or
an employee of an adviser trading privately in securities for personal benefit
at the same time that its advisory clients are caused to trade in the same
securities.
The Investment Company Act of 1940, as amended (the "1940 Act"), regulates and
controls the relationship between the AGC Investment Advisers and the Investment
Companies that they manage. The 1940 Act specifically prohibits certain types of
financial transactions, either directly or indirectly, involving both the
Investment Company and the Investment Adviser, or officers and employees of the
adviser, unless prior written approval is obtained from the SEC. The 1940 Act
also requires every investment company and each investment adviser for such
investment company to adopt a written code of ethics.
The AGC Investment Advisers and each Investment Company have adopted this Code
in compliance with both the Advisers Act and the 1940 Act. This Code, together
with the compliance policies of the AGC Investment Advisers, is designed to
detect and prevent violations of the Adviser's Act and the 1940 Act.
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The Insider Trading and Securities Fraud Enforcement Act of 1988 (the "Insider
Trading Act") requires all investment advisers to establish, maintain and
enforce written policies and procedures designed to detect and prevent both
insider trading and the misuse of material, nonpublic information. The AGC
Investment Advisers have adopted policies and procedures designed to detect and
prevent insider trading pursuant to the Insider Trading Act. Covered Persons
should examine this Code in conjunction with the provisions of the Insider
Trading Policy adopted by the AGC Investment Advisers.
All personal securities transactions must be conducted consistent with the Code
of Ethics and in a manner to avoid any actual or potential conflict of interest
or any abuse of a Covered Person's position of trust and responsibility. In
conducting personal securities transactions, Covered Persons must not take
inappropriate advantage of their positions and must at all times place the
interest of Advisory Clients first.
Although the AGC Investment Advisers respect the personal freedom and privacy of
their Covered Persons, they believe that, in the regulatory environment in which
they operate, these considerations are outweighed in certain circumstances by
the need to carry out their fiduciary duties to the fullest extent possible.
Therefore, the AGC Investment Advisers have adopted the standards outlined below
to prevent potential conflicts of interest between Covered Persons' personal
business activities and the investment activities of Advisory Clients.
III. DEFINITIONS
The following definitions are applicable to terms used in the Code:
1. Access Person. The term "Access Person" means any individual affiliated with
an AGC Investment Adviser or its Advisory Client in a control relationship who,
in connection with his or her regular functions or duties, makes, participates
in, or obtains information regarding the purchase or sale of a Security for an
Advisory Client, or whose functions relate to the making of any recommendations
with respect to these purchases or sales.
2. Beneficial Ownership. The term "Beneficial Ownership" includes accounts of a
spouse or domestic partner, minor children and relatives living in an Access
Person's home, as well as accounts of any other person if by reason of any
contract, understanding, relationship, agreement or other arrangement the Access
Person obtains benefits substantially equivalent to those of ownership,
including benefits associated with survivorship or inheritance. For purposes of
this Code, a prohibition or requirement applicable to any Access Person applies
also to transactions in securities for any account for which the Access Person
has a Beneficial Ownership, including transactions executed by the Access
Person's spouse or relatives living in the Access Person's household, unless
such account is specifically exempted from such requirement by the Chief
Compliance Officer. A copy of a Release issued by the SEC on the meaning of the
term "Beneficial Ownership" is available upon request, and should be studied
carefully by any Access Person concerned with this definition before preparing
any report.
3. Compliance Officer. The term "Compliance Officer" means a member of the
Compliance Department of an AGC Investment Adviser who is responsible for
monitoring compliance with regulatory requirements and this Code of Ethics, and
any
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person designated by the Chief Compliance Officer who assists in performing
the above described duties.
4. Considered for Purchase or Sale. A security is being Considered for Purchase
or Sale when a recommendation to purchase or sell the security has been made and
communicated by an authorized Access Person in the course of his or her duties.
With respect to the person making the recommendation, a security is being
Considered for Purchase or Sale when the person seriously considers making such
a recommendation.
5. Control. The term "Control" has the same meaning as in Section 2(a)(9) of the
1940 Act (i.e., 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). Any person who owns beneficially,
either directly or through one or more controlled companies, more than 25% of
the voting securities of a company shall be presumed to control such company.
6. Exempt Officers, Directors and Trustees. The phrase "Exempt Officers,
Directors and Trustees" means an officer, director or trustee who is not an
"interested person" of an Investment Company within the meaning of Section
2(a)(19) of the 1940 Act. The determination as to the exempt status of any
officer, director, or trustee shall be made by the Chief Compliance Officer.
7. Investment Company. The term "Investment Company" means an investment company
affiliate of AGC which is registered with the SEC.
8. Investment Personnel. The term "Investment Personnel" includes those
employees who are authorized to make investment decisions or to recommend
securities transactions on behalf of clients, research analysts, and employees
who work directly with portfolio managers and traders in an assistant capacity.
9. Portfolio Manager. The term "Portfolio Manager" means a person with the
direct responsibility and authority to make investment decisions affecting an
Advisory Client, including, but not limited to, private placement, Investment
Company and private account Portfolio Managers.
10. Security or Securities. The term "Security" shall have the same meaning as
set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include
shares of registered open-end investment companies, securities issued or
guaranteed by the U.S. Government, banker's acceptances, bank certificates of
deposit, and commercial paper. Any prohibition or reporting obligation relating
to a Security shall apply equally to any option, warrant or right to purchase or
sell the Security and to any Security convertible into or exchangeable for such
Security (i.e., a "Related Security").
IV. STANDARDS OF CONDUCT
1. No Covered Person may engage, directly or indirectly, in any business
transaction or arrangement for personal profit that is inconsistent with the
best interests of Advisory Clients; nor shall he or she make use of any
confidential information gained by reason of his or her affiliation with the AGC
Investment Advisers or their affiliates in order to derive a personal profit for
himself or herself or for any beneficial interest, in violation of the fiduciary
duty owed by the AGC Investment Advisers and their affiliates to Advisory
Clients.
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2. No Access Person shall purchase or sell, directly or indirectly, any
Security (or Related Security) in which he or she has, or by reason of the
transaction acquires, any direct or indirect beneficial ownership and that he or
she knows or should have known, at the time of purchase or sale: (i) is being
Considered for Purchase or Sale for an Advisory Client; or (ii) is being
purchased or sold for an Advisory Client. Securities purchased or sold through
basket trades for index-based accounts may be exempted from this prohibition
with the approval of a Compliance Officer.
3. Access Persons and any other AGC employee may not trade in market options
(puts or calls), warrants or other derivative instruments of AGC securities.
Options granted to employees by AGC are not considered market options.
4. Access Persons who are senior officers (i.e., senior vice presidents and
above) of an AGC Investment Adviser may not engage in market transactions
involving AGC securities (including stock and stock options) from the last day
of each fiscal quarter until three business days after AGC releases its earnings
for that quarter.
5. When a Security in which a Portfolio Manager has Beneficial Ownership is
recommended to his/her client for purchase, the Portfolio Manager's interest
(including dates of acquisition and costs) must be disclosed to a Compliance
Officer prior to the recommendation being made. Securities purchased or sold
through basket trades for index-based accounts may be exempted from this
requirement with the approval of a Compliance Officer.
6. No Covered Person may use material, nonpublic information when engaging in
Securities transactions. For example, Covered Persons who are directors of
closed-end Investment Companies may not purchase the closed-end Investment
Company's Securities prior to a dividend distribution of which he or she has
knowledge. Any Access Person who obtains material, confidential information
(a) by reason of his or her employment;
(b) by entering into a special confidential relationship in the conduct of
his or her duties; or
(c) inadvertently, shall immediately report the receipt of such information to a
Compliance Officer.
7. Without obtaining prior written approval from a Compliance Officer, no Access
Person shall dispense any reports, recommendations, or other information
concerning Securities holdings or Securities transactions for Advisory Clients
to anyone outside or inside the AGC Investment Advisers, unless such persons
have a business need for this information as a part of their normal duties and
activities. However, Access Persons may disclose this information
(a) where there is a public report containing the same information;
(b) when the information is dispensed in accordance with compliance procedures
established to prevent conflicts of interest between the AGC Investment Advisers
and their Advisory Clients; or
(c) when the information is reported to directors or trustees of Advisory
Clients or to administrators or other fiduciaries of Advisory Clients and when
these persons receive the information in the course of carrying out their
fiduciary duties.
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Note: No such information may be dispensed without the prior approval of a
Compliance Officer.
8. No Access Person shall accept directly or indirectly from a broker/dealer or
any other person who transacts business with the AGC Investment Advisers or
their Advisory Clients gifts, gratuities, preferential treatment, valuable
consideration or favors that are excessive in value or frequency which might
reasonably be expected to interfere with or influence the exercise of
independent and objective judgment in carrying out such Access Person's duties
as a fiduciary. Additional limitations and prohibitions on the receipt of gifts
or entertainment can be found in AGC's Gift and Entertainment Policy.
9. No Access Person shall join an investment club, or enter into an investment
partnership (including hedge funds) without obtaining prior written approval
from a Compliance Officer.
10. Portfolio Managers are prohibited from buying or selling a Security,
directly or indirectly, within seven calendar days before and after any Advisory
Client trades in that same Security. All Access Persons are prohibited from
buying or selling a Security, directly or indirectly, within seven calendar days
after any Advisory Client trade and seven calendar days before any anticipated
trade for an Advisory Client in that same Security. With the prior written
approval of the Chief Compliance Officer, securities purchased or sold through
basket trades for index-based accounts may be exempted from this prohibition.
11. Access Persons are prohibited from profiting, directly or indirectly, in the
purchase and sale, or sale and purchase, of the same (or equivalent) Securities
within 60 calendar days. Securities exempted from the prior clearance
requirement as outlined in Section 1 of Article V below are also exempt from
this prohibition.
12. Access Persons shall not purchase, directly or indirectly, any Securities,
or by reason of a transaction, acquire direct or indirect beneficial ownership
of Securities, in an initial public offering.
13. Research Analysts are required to obtain prior approval from a Compliance
Officer prior to purchasing or selling an equity Security in an industry he or
she follows unless the analyst has communicated his or her idea to the
appropriate Portfolio Manager or Trader.
Note: The prohibitions outlined in sections 2, 10, 11, and 12 above do not apply
to accounts over which a broker or Power of Attorney has full investment
discretion, although the Compliance Department must be notified of such accounts
in writing and must receive duplicate account statements and confirmations.
V. PRIOR CLEARANCE REQUIREMENTS
1. No Access Person shall purchase or sell any Security without obtaining prior
written clearance from a Compliance Officer. This includes direct or indirect
purchases of the Security (e.g., purchases by an Access Person's spouse,
purchases for investment club accounts, etc.). The following Securities are
exempt from the prior clearance requirements (but not from personal trading
reporting requirements): commodities and commodity futures, DRIPs or stock
purchase plans sponsored by AGC or USLIFE Income Fund, Inc., other corporate
DRIPs, index-based securities, transactions for thrift and/or incentive plans
sponsored by AGC and (subject to applicable blackout periods)
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common stock of AGC. Any Exempt Officer, Director or Trustee may at his or her
option request preclearance for any proposed purchase or sale.
2. Preclearance is effective only until the close of trading on the day it is
granted, although "after-hours" Internet trades are permitted with proper
pre-clearance, provided that the transaction is effected prior to midnight on
the day it is granted.
3. Limit Orders must be pre-cleared on the day the order is placed with a
broker, prior to the opening of the order. Limit orders are required to be
pre-cleared on subsequent days so long as the order remains open.
4. No Access Person shall acquire directly or indirectly any Beneficial
Ownership of Securities in a private placement without obtaining prior written
approval of the Chief Compliance Officer.
5. No Access Person shall serve on the board of directors of a publicly traded
company without obtaining prior written clearance from a Compliance Officer.
6. No Access Person shall: (i) act as an investment adviser to any other person
or entity for compensation; or (ii) obtain a significant interest in a
broker/dealer.
VI. EXEMPT PURCHASES AND SALES
The prohibitions of Section 1 of Article IV and Section 1 of Article V shall not
apply to:
1. Purchases or sales effected in any account over which the Access Person has
no direct or indirect influence or control.
2. Transactions in employee benefit plans or employer-sponsored investment
programs.
3. Purchases which are part of an automatic dividend reinvestment plan.
4. Purchases or sales effected upon the exercise of rights issued by the issuer
pro rata to all holders of a class of its Securities, to the extent the rights
were acquired from such issuer.
5. Purchases or sales effected for accounts for which a broker or Power of
Attorney has full investment discretion. The Compliance Department must be
notified of such accounts in writing and must receive duplicate account
statements and confirmations.
6. Other purchases or sales which are non-volitional (e.g., inherited securities
or Corporate Actions).
VII. EXCEPTIONS
1. Exceptions to this Code of Ethics will be granted only in rare circumstances,
and then only with the prior written approval of the Chief Compliance Officer.
Exceptions may be granted only when the Chief Compliance Officer believes that
the potential for conflict is remote. Copies of all written approvals will be
maintained by the Compliance Department and will describe the circumstances
surrounding and the justification for granting the exception. For exceptions
involving Covered Persons of an Investment Company, the Board of Directors of
the Investment Company will be notified at least annually regarding any
exceptions that have been granted pursuant to this provision.
2. The exceptions to the policies and procedures described in this Code of
Ethics should not be viewed as necessarily applicable to the other codes or
written standards of business conduct adopted by AGC or its subsidiaries which
may also be applicable to Access
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Persons covered under this Code. Exceptions to these other requirements must be
obtained independently.
VIII. REPORTING
1. Reporting Obligation. Every Access Person shall report to a Compliance
Officer the information described in Section 3 below 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 (e.g., purchases or sales by an Access Person's spouse).
2. Exempt Officers, Directors and Trustees. An Exempt Officer, Director or
Trustee shall report a transaction in a Security if such Officer, Director or
Trustee, at the time of the transaction, knew or, in the ordinary course of
fulfilling his or her official duties as an Exempt Officer, Director or Trustee,
should have known that, during the 15-day period immediately preceding or after
the date of the transaction in a Security by the Officer, Director or Trustee,
such Security was purchased or sold for an Advisory Client or was considered by
such Advisory Client for purchase or sale.
3. Form of Report. Quarterly reports of securities transactions shall be made no
later than 10 calendar 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 issuer's name and the number of shares,
and/or the principal amount of the shares 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
(d) the name of the broker, dealer or bank with or through whom the transaction
was affected.
All reports shall be made on an appropriate form, as distributed by the
Compliance Department. Originals (not copies) of brokerage statements may be
attached to a signed report in lieu of setting forth the information otherwise
required.
4. Disclaimer of Beneficial Ownership. Quarterly reports of securities
transactions shall not be construed as an admission by the person making the
report that he or she has any direct or indirect Beneficial Ownership in the
Security to which the report relates.
5. Notification of Reporting Obligation. The quarterly report of securities
transactions is designed to comply with the requirements of the SEC under the
Advisers Act and the 1940 Act. Every Access Person has a continuing obligation
to file such reports in a timely manner. Information supplied on the reports is
available for inspection by the SEC at any time.
6. Disclosure of Personal Holdings. All Access Persons must disclose all
personal Securities holdings upon commencement of employment and thereafter on
an annual basis.
7. Disclosure of Interest in Transaction. No Covered Person shall recommend any
securities transaction for any Advisory Client without having disclosed his or
her interest, if any, in such Securities or the issuer thereof, including
without limitation: (a) his or her direct or indirect Beneficial Ownership of
any Securities of such issuer; (b) any
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contemplated transaction by such person in such Securities; (c) any position
with the issuer or its affiliates; (d) any present or proposed business
relationship between the issuer or its affiliates and such person or any party
in which such person has a significant interest; and (e) any factors about the
transaction that are potentially relevant to a conflicts of interest analysis.
8. Confidentiality. All information obtained from any Covered Persons hereunder
shall be kept in strict confidence, except that reports of securities
transactions will be made available to the SEC or any other regulatory or
self-regulatory organization to the extent required by law or regulation.
IX. CERTIFICATIONS
1. All Access Persons, within 10 days of becoming an Access Person, shall
certify that they have: (a) received a copy of this Code; (b) read and
understood the provisions of this Code; and (c) agreed to serve the Advisory
Clients in accordance with the terms of this Code.
2. All Access Persons shall annually certify that they have: (a) read and
understood this Code; (b) complied with the principles of this Code; and (c)
disclosed or reported all personal securities transactions which are required by
the Code to be disclosed or reported.
X. RECORDS OF SECURITIES TRANSACTIONS
Every Access Person shall direct his or her broker to supply the Chief
Compliance Officer, on a timely basis, with duplicate copies of confirmations of
all personal Securities transactions and copies of periodic statements for
brokerage accounts.
XI. SANCTIONS
1. Any violation of this Code of Ethics shall be reported to and considered by
the Chief Compliance Officer and, in his or her discretion, by senior management
of the relevant AGC Investment Adviser. Such individuals or bodies shall impose
sanctions as deemed appropriate in the circumstances, and may include disgorging
of profits and termination of employment of the violator.
2. With respect to any Investment Company, the Chief Compliance Officer shall
furnish annually to the Investment Company's Board of Directors/Trustees a
report regarding the administration of this Code of Ethics, including any
material violations, and summarizing any reports filed hereunder. If the report
indicates that any changes are advisable, the Board of Directors/Trustees shall
make an appropriate recommendation to the Chief Compliance Officer.
