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EXHIBIT 99.(P)
CODE OF ETHICS
MERRILL LYNCH INVESTMENT MANAGERS (MLIM)
REGISTERED INVESTMENT COMPANIES
AND THEIR INVESTMENT ADVISERS
AND PRINCIPAL UNDERWRITER
SECTION 1 - BACKGROUND
This Code of Ethics is adopted under Rule 17j-1 under the Investment
Company Act of 1940 ("1940 Act") and Rule 204-2(a) under the Investment Advisers
Act of 1940 and has been approved by the Boards of Directors of each of the MLIM
funds.(1) Except where noted, the Code applies to all MLIM employees.
Section 17(j) under the Investment Company Act of 1940 makes it unlawful
for persons affiliated with investment companies, their principal underwriters
or their investment advisers to engage in fraudulent personal securities
transactions. Rule 17j-1 requires each Fund, investment adviser and principal
underwriter to adopt a Code of Ethics that contains provisions reasonably
necessary to prevent an employee from engaging in conduct prohibited by the
principles of the Rule. The Rule also requires that reasonable diligence be used
and procedures be instituted which are reasonably necessary to prevent
violations of the Code of Ethics.
On August 23, 1999, the SEC adopted amendments to Rule 17j-1 which require
greater board oversight of personal trading practices, more complete reporting
of employee securities trading and preclearance of employee purchases of initial
public offerings and private placements. The amendments require, among other
things, that MLIM provide its fund boards annually a written report that (i)
describes issues that arose during the previous year under the Code, including
information about material code violations and sanctions imposed and (ii)
certifies to the board that MLIM has adopted procedures reasonably necessary to
prevent access persons from violating the Code.
SECTION 2 - STATEMENT OF GENERAL FIDUCIARY PRINCIPLES
The Code of Ethics is based on the fundamental principle that MLIM and its
employees must put client interests first. As an investment adviser, MLIM has
fiduciary responsibilities to its clients, including the registered investment
companies
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(1) As applicable herein, MLIM includes all AMG investment advisory affiliates
and the affiliated principal underwriter of investment companies registered
under the 1940 Act.
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(the "Funds") for which it serves as investment adviser. Among MLIM's fiduciary
responsibilities is the responsibility to ensure that its employees conduct
their personal securities transactions in a manner which does not interfere or
appear to interfere with any Fund transactions or otherwise take unfair
advantage of their relationship to the Funds. All MLIM employees must adhere to
this fundamental principle as well as comply with the specific provisions set
forth herein. It bears emphasis that technical compliance with these provisions
will not insulate from scrutiny transactions which show a pattern of compromise
or abuse of an employee's fiduciary responsibilities to the Funds. Accordingly,
all MLIM employees must seek to avoid any actual or potential conflicts between
their personal interest and the interest of the Funds. In sum, all MLIM
employees shall place the interest of the Funds before personal interests.
SECTION 3 - INSIDER TRADING POLICY
All MLIM employees are subject to MLIM's Insider Trading Policy, which is
considered an integral part of this Code of Ethics. MLIM's Insider Trading
Policy, which is set forth in the MLIM Code of Conduct, prohibits MLIM employees
from buying or selling any security while in the possession of material
nonpublic information about the issuer of the security. The policy also
prohibits MLIM employees from communicating to third parties any material
nonpublic information about any security or issuer of securities. Additionally,
no MLIM employee may use inside information about MLIM activities or the
activities of any Merrill Lynch & Co., Inc. entity to benefit the Funds or to
gain personal benefit. Any violation of MLIM's Insider Trading Policy may result
in sanctions, which could include termination of employment with MLIM. (See
Section 10--Sanctions).
SECTION 4 - RESTRICTIONS RELATING TO SECURITIES TRANSACTIONS
A. GENERAL TRADING RESTRICTIONS FOR ALL EMPLOYEES
The following restrictions apply to all MLIM employees:
1. ACCOUNTS. No employee, other than those employed by Mercury Asset
Management International Ltd. ("MAMI"), may engage in personal
securities transactions other than through an account maintained
with Merrill Lynch, Pierce, Fenner & Smith Incorporated or another
Merrill Lynch broker/dealer entity ("Merrill Lynch") unless written
permission is obtained from the Compliance Director. Similarly, no
MAMI employee may engage in personal securities transactions other
than through an account maintained with Merrill Lynch or The Bank of
New York Europe Limited ("BNYE") unless written permission is
obtained from the Compliance Director.
2. ACCOUNTS INCLUDE FAMILY MEMBERS AND OTHER ACCOUNTS. Accounts of
employees include the accounts of their spouses, dependent
relatives, trustee and custodial accounts or any other account in
which the employee has a financial
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interest or over which the employee has investment discretion.
3. PRECLEARANCE. All employees must obtain approval from the Compliance
Director or preclearance delegatee prior to entering any securities
transaction (with the exception of exempted securities as listed in
Section 5) in all accounts. Approval of a transaction, once given,
is effective only for the business day on which approval was
requested or until the employee discovers that the information
provided at the time the transaction was approved is no longer
accurate.
4. RESTRICTIONS ON PURCHASES. No employee may purchase any security
which at the time is being purchased, or to the employee's knowledge
is being considered for purchase, by any Fund managed by MLIM. This
restriction, however, does not apply to personal trades of employees
which coincide with trades by any MLIM index fund.
5. RESTRICTIONS ON SALES. No employee may sell any security which at
the time is actually being sold, or to the employee's knowledge is
being considered for sale, by any Fund managed by MLIM. This
restriction, however, does not apply to personal trades of employees
which coincide with trades by any MLIM index fund.
6. RESTRICTIONS ON RELATED SECURITIES. The restrictions and procedures
applicable to the transactions in securities by employees set forth
in this Code of Ethics shall similarly apply to securities that are
issued by the same issuer and whose value or return is related, in
whole or in part, to the value or return of the security purchased
or sold or being contemplated for purchase or sale during the
relevant period by the Fund. For example, options or warrants to
purchase common stock, and convertible debt and convertible
preferred stock of a particular issuer would be considered related
to the underlying common stock of that issuer for purposes of this
policy. In sum, the related security would be treated as if it were
the underlying security for the purpose of the pre-clearance
procedures described herein.
7. PRIVATE PLACEMENTS. Employee purchases and sales of "private
placement" securities (including all private equity partnerships,
hedge funds, limited partnership or venture capital funds) must be
precleared directly with the Compliance Director or designee. No
employee may engage in any such transaction unless the Compliance
Director or his designee and the employee's senior manager have each
previously determined in writing that the contemplated investment
does not involve any potential for conflict with the investment
activities of the Funds.
If, after receiving the required approval, an employee has any
material role in the subsequent consideration by any Fund of an
investment in the same or
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affiliated issuer, the employee must disclose his or her interest in
the private placement investment to the Compliance Director and the
employee's department head. The decision to purchase securities of
the issuer by a Fund must be independently reviewed and authorized
by the employee's department head.
8. INITIAL PUBLIC OFFERINGS. As set forth in Paragraph A.3. of this
Section 4, the purchase by an employee of securities offered in an
initial public offering must be precleared. As a matter of policy,
employees will not be allowed to participate in so-called "hot"
offerings as such term may be defined by Merrill Lynch or
appropriate regulators.
9. PROHIBITION ON SHORT-TERM PROFITS. Decision-making employees are
prohibited from profiting on any sale and subsequent purchase, or
any purchase and subsequent sale of the same (or equivalent)
securities occurring within 60 calendars days ("short-term profit").
This holding period also applies to all permitted options
transactions; therefore, for example, a decision-making employee may
not purchase or write an option if the option will expire in less
than 60 days (unless such an employee is buying or writing an option
on a security that the employee has held more than 60 days). In
determining short-term profits, all transactions within a 60-day
period in all accounts related to the decision-making employee shall
be netted regardless of the employee's intentions to do otherwise
(e.g., tax or other trading strategies). Should a decision-making
employee fail to preclear a trade that results in a short-term
profit, the trade would be subject to reversal with all costs and
expenses related to the trade borne by the employee, and the
employee would be required to disgorge the profit. Transactions not
required to be precleared under Section 5 will not be subject to
this prohibition.
B. ADDITIONAL TRADING RESTRICTIONS FOR DECISION-MAKING EMPLOYEES
The following additional restrictions apply to decision-making employees
(i.e., employees who recommend or determine which securities transactions a Fund
undertakes). The Compliance Department will retain and keep current a list of
decision-making employees.
1. NOTIFICATION. A decision-making employee must notify the Compliance
Department or preclearance designee of any intended transactions in
a security for his or her own personal account which is owned or
contemplated for purchase or sale by a Fund for which the employee
has decision-making authority.
2. BLACKOUT PERIODS. A decision-making employee may not buy or sell a
security within 7 CALENDAR DAYS either before or after a purchase or
sale of the same or related security by a Fund or portfolio
management group for which the
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employee has decision-making authority. For example, if a Fund
trades a security on day 0, day 8 is the first day the manager,
analyst or portfolio management group member of that Fund may trade
the security for his or her own account.
3. ESTABLISHING POSITIONS COUNTER TO FUND POSITIONS. No decision-making
employee may establish a long position in a personal account in a
security if a Fund for which the employee is a decision-making
employee holds a put option on such security (aside from a put
purchased for hedging purposes where the fund holds the underlying
security), has written a call option on such security, or otherwise
maintains a position that would benefit from a decrease in the value
of the underlying security (e.g., a short sale other than a short
sale "against-the-box").
No decision-making employee may purchase a put option or write a
call option where a Fund for which such person has decision-making
responsibilities holds a long position in the underlying security.
No decision-making employee may short sell any security where a Fund
for which the employee has decision-making authority holds a long
position in the same security or where such Fund otherwise maintains
a position in respect of which the Fund would benefit from an
increase in the value of the security.
4. PURCHASING AN INVESTMENT FOR A FUND THAT IS A PERSONAL HOLDING. A
decision-making employee may not purchase an investment for a Fund
that is also a personal holding of the employee or any other account
covered by this Code of Ethics, or the value of which is materially
linked to a personal holding, unless the decision-making employee
has obtained prior approval from the employee's senior manager.
5. INDEX FUNDS. The restrictions of this Section 4.B. do not apply to
purchases and sales of securities by decision-making employees which
coincide with trades by any MLIM index fund.
C. TRADING RESTRICTIONS FOR DISINTERESTED DIRECTORS OF THE MLIM FUNDS
The following restrictions apply only to disinterested directors of the
MLIM Funds (i.e., any director who is not an "interested person" of a MLIM fund
within the meaning of Section 2(a)(10) of the 1940 Act):
1. RESTRICTIONS ON PURCHASES. No disinterested director may purchase
any security which, to the director's knowledge at the time, is
being purchased or is being considered for purchase by any Fund
managed by MLIM.
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2. RESTRICTIONS ON SALES. No disinterested director may sell any
security which, to the director's knowledge at the time, is being
sold or is being considered for sale by any Fund managed by MLIM.
3. RESTRICTIONS ON TRADES IN SECURITIES RELATED IN VALUE. The
restrictions applicable to the transactions in securities by
disinterested directors shall similarly apply to securities that are
issued by the same issuer and whose value or return is related, in
whole or in part, to the value or return of the security purchased
or sold by the Fund (see Section 4.A.6.).
SECTION 5 - EXEMPTED TRANSACTIONS/SECURITIES
MLIM has determined that the following securities transactions do not
present the opportunity for improper trading activities that Rule 17j-1 is
designed to prevent; therefore, the restrictions set forth in Section 4 of this
Code (including preclearance, prohibition on short-term profits and blackout
periods) shall not apply.
Exempted transactions/securities may not be executed/held in brokerage
accounts maintained outside of Merrill Lynch.
THE REPORTING REQUIREMENTS LISTED IN SECTION 6 OF THIS CODE, HOWEVER,
SHALL APPLY TO THE SECURITIES AND TRANSACTION TYPES SET FORTH IN PARAGRAPHS F-J
OF THIS SECTION.
A. Purchases or sales in an account over which the employee has no direct or
indirect influence or control (e.g., an account managed on a fully
discretionary basis by an investment adviser or trustee).
B. Purchases or sales of direct obligations of the U.S. Government.
C. Purchases or sales of open-end investment companies (including money
market funds), variable annuities and unit investment trusts. (However,
unit investment trusts traded on a stock exchange (e.g., MITS, SPDRS,
DIAMONDS, NASDAQ 100, etc.) must be precleared.)
D. Purchases or sales of bank certificates, bankers acceptances, commercial
paper and other high quality short-term debt instruments, including
repurchase agreements.
E. Merrill Lynch common stock which is purchased and sold within any Merrill
Lynch employee benefit plan and stock purchased and sold through similar
such employer-sponsored plans in which a spouse of a MLIM employee may
participate.
F. Purchases or sales which are non-volitional on the part of the employee
(e.g., an in-the-money option that is automatically exercised by a broker;
a security that is called away as a result of an exercise of an option; or
a security that is sold by
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a broker, without employee consultation, to meet a margin call not met by
the employee).
G. Purchases which are made by reinvesting cash dividends pursuant to an
automatic dividend reinvestment plan.
H. 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.
I. Purchases or sales of commodities, futures (including currency futures and
futures on broad-based indices), options on futures and options on
broad-based indices. (Currently, "broad-based indices" include only the
S&P 100, S&P 500, FTSE 100 and Nikkei 225.)
J. The receipt of a bona fide gift of securities. (Donations of securities,
however, require preclearance.)
SECTION 6 - REPORTING BY EMPLOYEES
The requirements of this Section 6 apply to all MLIM employees. The
requirements will also apply to all transactions in the accounts of spouses,
dependent relatives and members of the same household, trustee and custodial
accounts or any other account in which the employee has a financial interest or
over which the employee has investment discretion. The requirements do not apply
to securities acquired for accounts over which the employee has no direct or
indirect control or influence. All employees whose accounts are maintained at
Merrill Lynch or BNYE are deemed to have automatically complied with the
requirements of this Section 6 B. and C. as to reporting executed transactions
and personal holdings. Transactions and holdings in such accounts are
automatically reported to the Compliance Department through automated systems.
Employees who have approved accounts outside of Merrill Lynch or BNYE are
deemed to have complied with the requirements of this Section 6 B. and C.
provided that the Compliance Department receives duplicate statements and
confirmations directly from their brokers.
Employees who effect reportable transactions outside of a brokerage
account (e.g., optional purchases or sales through an automatic investment
program directly with an issuer) will be deemed to have complied with this
requirement by preclearing transactions with the Compliance Department and by
reporting their holdings annually on the "Personal Securities Holdings" form, as
required by the Compliance Department.
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A. INITIAL HOLDINGS REPORT. Each new MLIM employee will be given a copy of
this Code of Ethics upon commencement of employment. All new employees
must disclose their personal securities holdings to the Compliance
Department within 10 days of commencement of employment with MLIM.
(Similarly, securities holdings of all new related accounts must be
reported to the Compliance Department within 10 days of the date that such
account becomes related to the employee.) With respect to exempt
securities referred to in Section 5 which do not require
preclearance/reporting, employees must nonetheless initially report those
exempt securities defined in Section 5.F.-J. (This reporting requirement
does not apply to holdings that are the result of transactions in exempt
securities as defined in Section 5.A.-E.) Initial holdings reports must
identify the title, number of shares, and principal amount with respect to
each security holding. Within 10 days of commencement of employment, each
employee shall file an Acknowledgement stating that he or she has read and
understands the provisions of the Code.
B. RECORDS OF SECURITIES TRANSACTIONS. All employees must preclear each
securities transaction (with the exception of exempt transactions in
Section 5) with the Compliance Department or preclearance designee. At the
time of preclearance, the employee must provide a complete description of
the security and the nature of the transaction. As indicated above,
employees whose accounts are maintained at Merrill Lynch or BNYE or who
provide monthly statements directly from their brokers/dealers are deemed
to have automatically complied with the requirement to report executed
transactions.
C. ANNUAL HOLDINGS REPORT. All employees must submit an annual holdings
report reflecting holdings as of a date no more than 30 days before the
report is submitted. As indicated above, employees whose accounts are
maintained at Merrill Lynch or BNYE or who provide monthly statements
directly from their brokers/dealers are deemed to have automatically
complied with this requirement.
With respect to exempt securities referred to in Section 5 which do not
require preclearance/reporting, employees must nonetheless annually report
the holdings of those exempt securities that are defined in Section
5.F.-J. (This reporting requirement, however, does not apply to exempt
securities as defined in Section 5.A.-E.)
D. ANNUAL CERTIFICATION OF COMPLIANCE. All MLIM employees must certify
annually to the Compliance Department that (1) they have read and
understand and agree to abide by this Code of Ethics; (2) they have
complied with all requirements of the Code of Ethics, except as otherwise
notified by the Compliance Department that they have not complied with
certain of such requirements; and (3) they have reported all transactions
required to be reported under the Code of Ethics.
E. REVIEW OF TRANSACTIONS AND HOLDINGS REPORTS. All transactions reports and
holdings reports will be reviewed by appropriate management or compliance
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personnel according to procedures established by the Compliance
Department.
SECTION 7 - REPORTING BY DISINTERESTED DIRECTORS OF MLIM FUNDS
A disinterested director of a Fund need only report a transaction in a
security if the director, at the time of that transaction, knew or, in the
ordinary course of fulfilling the official duties of a director of such Fund,
should have known that, during the 15-day period immediately preceding the date
of the transaction by the director, the security was purchased or sold by the
Fund or was being considered for purchase or sale by the Fund. In reporting such
transactions, disinterested directors must provide: the date of the transaction,
a complete description of the security, number of shares, principal amount,
nature of the transaction, price, commission, and name of broker/dealer through
which the transaction was effected.
As indicated in Section 6.D. for MLIM employees, disinterested directors
are similarly required to certify annually to the Compliance Department that (1)
they have read and understand and agree to abide by this Code of Ethics; (2)
they have complied with all requirements of the Code of Ethics, except as
otherwise reported to the Compliance Department that they have not complied with
certain of such requirements; and (3) they have reported all transactions
required to be reported under the Code of Ethics.
SECTION 8 - APPROVAL AND REVIEW BY BOARDS OF DIRECTORS
The Board of Directors of each MLIM Fund, including a majority of
directors who are disinterested directors, must approve this Code of Ethics.
Additionally, any material changes to this Code must be approved by the Board of
Directors within six months after adoption of any material change. The Board of
Directors must base its approval of the Code and any material changes to the
Code on a determination that the Code contains provisions reasonably necessary
to prevent employees from engaging in any conduct prohibited by Rule 17j-1.
Prior to approving the Code or any material change to the Code, the Board of
Directors must receive a certification from the Fund, the Investment Adviser or
Principal Underwriter that it has adopted procedures reasonably necessary to
prevent employees from violating the Code of Ethics.
SECTION 9 - REVIEW OF MLIM ANNUAL REPORT
At least annually, the Fund, the Investment Adviser and the Principal
Underwriter must furnish to the Fund's Board of Directors, and the Board of
Directors must consider, a written report that (1) describes any issues arising
under this Code of Ethics or procedures since the last report to the Board of
Directors, including, but not limited to, information about material violations
of the Code of Ethics or procedures and sanctions imposed in response to the
material violations and (2) certifies that the Fund, Investment Adviser and
Principal Underwriter have adopted procedures reasonably necessary to prevent
employees from violating this Code of Ethics.
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SECTION 10 - SANCTIONS
Potential violations of the Code of Ethics must be brought to the
attention of the Compliance Director or his designee and are investigated. Upon
completion of the investigation, if necessary, the matter will be reviewed by
the Code of Ethics Review Committee and the employee's senior manager. The Code
of Ethics Review Committee will make a determination as to whether any sanction
should be imposed. Sanctions will include, but are not limited to, a letter of
caution or warning, reversal of a trade, fine or other monetary penalty,
disgorgement of a profit or absorption of costs associated with a trade,
suspension of personal trading privileges, suspension of employment (with or
without compensation), and termination of employment.
SECTION 11 - EXCEPTIONS
An exception to any of the policies, restrictions or requirements set
forth herein may be granted only upon a showing by the employee to the Code of
Ethics Review Committee that such employee would suffer extreme financial
hardship should an exception not be granted. Should the subject of the exception
request involve a transaction in a security, a change in the employee's
investment objectives, tax strategies, or special new investment opportunities
would not constitute acceptable reasons for a waiver.
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