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Exhibit (P)(5)
Banc One High Yield Partners, LLC,
Pacholder & Company, LLC
and
Pacholder Associates, LLC
Code of Ethics
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BANC ONE HIGH YIELD PARTNERS, LLC
PACHOLDER & COMPANY, LLC
PACHOLDER ASSOCIATES, INC.
(the "Adviser")
Code of Ethics
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As of October 2000
1. Definitions
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a. The term Security will have the meaning set forth in Section 202 (a)
(18) of the Investment Advisers Act of 1940 (the "Act") (see attached)
but will not include securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, bankers' acceptances,
bank certificates of deposit, or open-end investment companies/mutual
funds. Security includes options, futures and indices.
b. A Security is "being considered for purchase or sale" from the time
when an analyst or portfolio manager in the firm begins to review the
Security with a view towards potential purchase or sale of the Security
until all orders with respect to that Security shall have been filled
or withdrawn.
c. Beneficial Ownership will be determined in the same manner as
beneficial ownership is determined under Section 16 of the Securities
Exchange Act of 1934, but will apply to all securities and not be
limited to securities registered pursuant to Section 12 of said Act
(i.e., applies to securities of private companies). Please note that
Beneficial Ownership includes direct or indirect ownership or pecuniary
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interest by a spouse or dependent child as well as an employee's or
spouse's profit-sharing, 401(k), IRA or similar type of savings or
retirement plan.
d. The Designated Compliance Person is the person designated by the Board
of Directors of the Adviser having the authority and responsibilities
hereinafter set forth. Until further notice, James P. Shanahan, Jr.
will be the Designated Compliance Person and David A. Groshoff will be
the Alternate Compliance Person.
e. The term Related Security with regard to any Security means a Security
of the same issuer (or guarantor) which is of the same type (such as
debt, common stock, or preferred stock) or convertible, exercisable or
exchangeable into a Security of the same type as the subject Security.
2. Statement of General Principles
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The following general fiduciary principles will govern the personal
investment activities of all employees. Each employee will adhere to
the highest ethical standards and will:
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a. at all times, place the interests of clients before his personal
interests;
b. conduct all personal securities transactions in a manner consistent
with this Code, so as to avoid any actual or potential conflicts of
interest, or an abuse of position of trust and responsibility; and
c. not take any inappropriate advantage of his position with or on behalf
of clients.
3. Prohibited Transactions (See Exemptions in Section 5)
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a. No employee may, directly or indirectly, acquire or dispose of any
Beneficial Ownership in a Security if that Security or any Related
Security is being considered for purchase or sale (or recommended for
purchase or sale) by the Adviser for any client portfolio or within
one week before or after a purchase or sale of the Security or any
Related Security by the Adviser for any client portfolio.
b. No employee may acquire or dispose of any Beneficial Ownership,
directly or indirectly, in any Security of an issuer concerning which
the employee has, or has reason to believe he may have, any material
non-public information.
4. Approval of All Securities Transactions (See Exemptions in Section 5)
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a. No employee will purchase or sell any Security in which the employee
has a beneficial ownership without the prior written approval of the
Designated Compliance Person or an Alternate Compliance Person on the
Request for Approval of Personal Securities Transactions, a copy of
which is attached hereto as Exhibit A. If the Designated Compliance
Person and Alternate Compliance Person are unavailable on the day on
which an employee is seeking approval of a trade, William J. Morgan
will act as Alternate Compliance Person. Any such approval will be
valid for the date of such approval and the next trading day. Note
that this two day "window" of approval to execute a trade precludes
any type of order that is open until completed; orders must be filled
or cancelled by the end of the day on which the trading authorization
expires.
b. The Designated Compliance Person may exempt any employee or other
affiliated person from the requirements of this Section 4 provided
that such exempted person is not an "advisory person" as defined in
Regulation 270.17j-1(c)(2). Any such exemption will be documented in a
memorandum setting forth the facts relevant to such determination.
Such exemption will not affect the exempted person's obligations under
any other provision of this Code.
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If you have any questions regarding any Securities transaction you may be
contemplating, please ask the Designated Compliance Person prior to
entering any order with respect to the transaction.
5. Exemptions for Section 3, (Prohibited Transactions) and Section 4,
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(Approval of All Securities Transactions):
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i. purchases or sales effected in any account over which the
employee has no direct or indirect influence or control;
ii. purchases or sales which are non-volitional on the part of either
the employee or a client portfolio;
iii. purchases which are part of an automatic dividend reinvestment
plan.
6. Reporting Requirements
a. Within ten (10) days after the end of each calendar quarter, each
employee is required to submit a written report on the Quarterly
Securities Transaction Report, a copy of which is attached hereto as
Exhibit B, to the Designated Compliance Person containing the
information set forth below with respect to all Securities
transactions occurring during the quarter by which they acquired or
disposed of any Beneficial Ownership in any Security:
i. the date of the transaction, the title and 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; and
iv. the name of the broker, dealer or bank with or through whom the
transaction was effected.
v. Any such report may contain a statement that the report will not
be construed as an admission by the person making such report
that he has any direct or indirect beneficial ownership in the
Security to which the report relates.
Note: ALL securities transactions MUST be reported, including but not limited
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to, purchases under automatic dividend reinvestment plans, maturities, sinking
fund payments, etc. (see attached Section 202(a)(18)).
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b. Each employee must instruct all of his or her broker(s) in writing to
supply duplicate confirmations on all personal Securities transactions
to the Designated Compliance Person.
c. Within ten (10) days after the end of each year, each employee must
provide to the Designated Compliance Person a written report on the
Annual Securities Holding Report, a copy of which is attached hereto
as Exhibit C, of all Securities beneficially owned by the employee as
of the end of each year.
d. Within ten (10) days after the end of each year, each employee must
provide to the Designated Compliance Person a written report on the
Brokerage Account Information Annual Update, a copy of which is
attached hereto as Exhibit D, of all brokerage accounts in which the
employee has a beneficial ownership as of the end of such year.
e. Upon commencement of employment, each employee must provide to the
Designated Compliance Person a written report on the Brokerage Account
Information (New Employees), a copy of which is attached hereto as
Exhibit E, of all brokerage accounts in which the employee has a
beneficial ownership and a written report on the Securities Holding
Report (New Employees), a copy of which is attached hereto as Exhibit
F, of all securities of which the employee is a beneficial owner.
7. Designated Compliance Person
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The Designated Compliance Person will:
a. Furnish a copy of this Code of Ethics to all employees so that they
may be aware of their duties and obligations.
b. Review all reports received pursuant to the foregoing reporting
requirements and/or conduct such investigations as will reasonably be
required to detect and report, with his recommendations, any
violations of this Code of Ethics.
c. Issue personally, or with the advice of counsel as may be appropriate,
interpretations of the scope and effect of this Code of Ethics.
d. Submit to the President of the Adviser quarterly or more frequently as
appropriate, reports of all reported transactions which suggest the
possibility of a violation and any finding or determination made in
respect thereto.
e. Review and approve or disapprove all requests for approval of
securities transactions submitted by any employee. If the Designated
Compliance Person is unavailable, the Alternate Compliance Person will
act in his stead.
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8. Sanctions
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The President and the Designated Compliance Person will have primary
responsibility for determining what sanction, if any, should be imposed on
their respective officers, employees or affiliates but all such sanctions
will be reported to the Board of Directors which may approve or change such
sanctions as may be deemed appropriate. Sanctions may include a letter of
censure as well as suspension or termination of the employment of the
violator. In all cases, sanctions will include disgorgement of any profit
realized as the result of a violation. Violations may be reported to client
or others as appropriate.
9. Records
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The Adviser will keep and maintain in a readily accessible place for a
period of five years from the end of its last fiscal year:
i. a copy of this Code of Ethics and of any amendment thereto;
ii. a record of any violation of such Code of Ethics, and any action
taken as a result thereof; and
iii. a copy of each report made by an employee during such period
except that copies of such reports need only be kept in a readily
accessible place for a period of two years.
10. Gifts
No employee will receive any gift (i.e., anything of more than de minimis
value) from any person or entity that does business with or on behalf of
clients that poses a potential conflict of interest.
11. Transactions Requiring Special Consideration
Certain transactions require special consideration in light of the
potential for conflicts of interest. Such transactions include, but are not
limited to, the following:
i. Private Placements. If a Security is purchased through a private
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placement, the employee must notify the Designated Compliance
Person of that circumstance at the time the employee seeks prior
approval for the transaction as well as the placement agent and any
other relevant circumstance concerning the transaction.
ii. Initial Public Offerings. If a Security is purchased through an
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initial public offering, the employee must notify the Designated
Compliance Person of that circumstance at the time the employee
seeks prior approval for the transaction as well as the underwriter
or broker through whom the securities are to be purchased and any
other relevant circumstance concerning the transaction.
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iii. Short Term Trading. If a transaction involves short term trading
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(purchase and sale of a Security or a Related Security within sixty
days, regardless of which came first) the employee must notify the
Designated Compliance Person of that circumstance and any other
relevant circumstance concerning the transaction at the time the
employee seeks prior authorization for the transaction.
iv. Service as a Director. If a transaction involves a Security issued
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by a Company of which the employee is a director, the employee must
notify the Designated Compliance Person of such circumstance and
any other relevant circumstance concerning the transaction at the
time the employee seeks prior authorization for the transaction.
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