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 Neuberger Berman Management Inc. ("NB Management") and Neuberger
Berman, LLC ("NB") with respect to the services of each as the sub-adviser of
one or more registered investment companies or series thereof (the "Fund") for
which neither NB Management nor NB nor any of their affiliates is investment
manager, investment adviser, administrator or distributor.
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
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 Person ........................................... 6
Legal and Compliance Department ................................... 7
Related Issuer ............................................... 7
Trading Desk ................................................. 7
3. Required Compliance Procedures ................................ 7
3.1 All Securities Transactions through Neuberger Berman........... 7
3.2 Preclearance of Securities Transactions by NB 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 ........................................... 12
4.6 Gifts .................................................... 12
4.7 Service as Director of Publicly Traded Companies.............. 13
5. Procedures with Regard to Dissemination of Information............. 13
6. Reports of Holdings by NB Access Persons ........................ 13
6.1 Initial Report ........................................ 13
6.2 Annual Report ............................................. 14
6.3 Exceptions ............................................... 14
7. Quarterly Reports of Transactions by NB Access Persons............. 14
7.1 General Requirement............................................ 14
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7. 2 Contents ................................................. 15
7. 3 Exceptions ............................................... 15
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8. Quarterly Reports by NB Access Persons
Regarding Securities Accounts...................................... 16
9 Annual Report to Board of Trustees ............................ 16
10. Implementation ................................................ 17
10.1 Violations .................................................. 17
10.2 Sanctions ................................................... 17
10.3 Forms ................................................... 17
10.4 Exceptions .............................................. 17
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1. General Prohibitions
No person associated with the 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 the Trust or Fund, shall:
Employ any device, scheme or artifice to defraud such Fund;
Make to such Fund any untrue statement of a material fact or omit to
state to such 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 Fund;
Engage in any manipulative practice with respect to such 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 Fund, 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 Fund, NB Management or NB (or of
any company in a control relationship to the Trust, NB or 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
the Fund 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 the Fund, 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
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.
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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; 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 Person - Any employee of NB Management or NB (or of any
company in a control relationship to 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 the Fund; and
any natural person who controls NB Management or NB and who obtains information
concerning recommendations made to such Fund regarding the purchase or sale of
securities by such Fund. 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.
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.
3. Required Compliance Procedures
3.1 All Securities Transactions through Neuberger Berman.
(a) Every Access Person who is an employee of NB Management or NB or of
any company in a control relationship to NB Management or NB (hereinafter "NB
Access Person") is required to execute through 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. Every Investment Person is
also required to provide the Legal and Compliance Department with duplicate
copies of confirmations of all transactions in Covered Securities held in the
name of members of his or her Immediate Family or in which such members have a
Beneficial Interest.
(b) 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.
(c) 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.
(d) 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 NB 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) Obtaining preclearance approval does not constitute a waiver of any
prohibitions, restrictions, or disclosure requirements in this Code of Ethics.
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3.3 Post-Trade Monitoring of Precleared Transactions.
After the Trading Desk has granted preclearance to an NB 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 NB 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 NB Access Persons 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 Persons 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.
(b) Prior approval shall take into account, among other factors, whether
the investment opportunity should be reserved for a 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 Fund.
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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 Fund. In any such circumstances, the decision
to purchase securities of the issuer for a 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 Fund in a Related Issuer. In any such circumstances, the
decision to purchase securities of the Related Issuer for a Fund is subject to
an independent review by an Investment Person 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 NB 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.
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4.5 Price Switches.
(a) Same Day Price Switch
(i) If any employee of NB Management or NB or of any company in a
control relationship to 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 NB Management or NB or of any company in a
control relationship to 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
or sold by the Investment Company or Fund, as the case may be, whichever is
smaller.
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(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 NB 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.
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4.7 Service as Director of Publicly Traded Companies.
Investment Persons are prohibited from serving on the Boards of
Directors of publicly traded companies.
5. Procedures with Regard to Dissemination of Information
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 NB Access Persons
6.1 Initial Report.
No later than 10 days after a person becomes an NB Access Person, such person
shall report to NB Management or NB:
(a) The title, number of shares and principal amount of each Covered
Security in which the NB Access Person had a direct or indirect
beneficial ownership when the person became an NB Access Person;
(b) The name of any broker, dealer or bank with whom the NB Access Person
maintained an account in which any securities were held for the
direct or indirect benefit of the NB Access Person as of the date the
person become an Access Person; and
(c) The date that the report is submitted by the NB Access Person.
6.2
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Annual Report.
Annually, each NB 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 NB Access Person had a direct or indirect
beneficial ownership;
(b) The name of any broker, dealer or bank with whom the NB Access Person
maintains an account in which any securities are held for the direct
or indirect benefit of the NB Access Person; and
(c) The date that the report is submitted by the NB Access Person.
6.3 Exceptions.
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.
7. Quarterly Reports of Transactions by NB Access Persons
7.1 General Requirement.
Every NB 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 NB Access
Person has, or by reason of such transaction acquires, any direct or indirect
Beneficial Interest.
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7.2 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.
7.3 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.
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8. Quarterly Reports by NB Access Persons Regarding Securities Accounts.
(a) Every NB Access Person shall report, or cause to be reported, to the
Legal and Compliance Department, the information regarding any securities
account established by the NB 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;
(ii) The date the account was established; and
(iii) The date that the report is submitted by the NB 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. Annual Report to Board of Trustees.
No less frequently than annually and concurrently with reports to the Boards of
Trustees of the Neuberger Berman Funds, NB Management and NB shall furnish to
the Board of Trustees of the Fund, 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 NB Management and NB, as applicable, have
adopted procedures reasonably necessary to prevent Access Persons
from violating the Code; and
(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.
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10. Implementation.
10.1 Violations.
Any person who has knowledge of any violation of this Code shall report
said violation to the Legal and Compliance Department.
10.2 Sanctions.
NB Management and NB 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.
10.3 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.
10.4 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.
Amended and Restated as of August 1, 2000
Code of Ethics
