EXHIBIT 99.p
EXHIBIT 23(P)
CODE OF ETHICS
TRANSAMERICA INVESTMENT MANAGEMENT, LLC
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_______________________________________________________________________________
TRANSAMERICA INVESTMENT MANAGEMENT, LLC
TRANSAMERICA INVESTMENT SERVICES, INC
CODE OF CONDUCT
INSIDER TRADING POLICY
GIFT POLICY
OUTSIDE EMPLOYMENT POLICY
________________________________________________________________________________
LAST REVISED MARCH 24, 2000
________________________________________________________________________________
DEFINITIONS____________________________________________________________________3
INTRODUCTION, STATEMENT OF PURPOSE AND APPLICATION_____________________________5
CAUTION REGARDING PERSONAL TRADING ACTIVITIES_______________________________6
COMMUNICATIONS WITH OUTSIDE DIRECTORS_______________________________________6
CODE OF CONDUCT________________________________________________________________7
OVERVIEW____________________________________________________________________7
EXCLUSIONS APPLICABLE TO OUTSIDE DIRECTORS__________________________________7
GENERAL PROHIBITIONS________________________________________________________8
TRADING RESTRICTIONS________________________________________________________9
PRE-CLEARANCE____________________________________________________________9
SHORT SALES______________________________________________________________9
HEDGE FUNDS, INVESTMENT CLUBS, AND OTHER GROUPS__________________________9
EXCLUDED TRANSACTIONS___________________________________________________10
BLACKOUT PERIODS________________________________________________________10
PENDING ORDERS__________________________________________________________10
SEVEN DAY RULE__________________________________________________________11
FIFTEEN DAY WINDOW______________________________________________________11
60 DAY RULE_____________________________________________________________11
PRE-CLEARANCE PROCEDURES___________________________________________________11
GENERAL PRE-CLEARANCE___________________________________________________11
TRANSACTIONS IN TRANSAMERICA SECURITIES_________________________________12
PRE-CLEARANCE REQUIREMENTS FOR INVESTMENT PERSONNEL_____________________12
PRE-CLEARANCE OF TENDER OFFERS AND STOCK PURCHASE PLANS_________________12
TWO BUSINESS DAY EFFECTIVE PERIOD_______________________________________12
REPORTING TRANSACTIONS AND ACCOUNTS________________________________________12
MONTHLY TRANSACTION REPORTS_____________________________________________13
PASSIVE ACCOUNTS________________________________________________________13
OTHER REQUIRED FORMS_______________________________________________________14
ACKNOWLEDGEMENT FORMS___________________________________________________14
INVESTMENT PERSONNEL REPRESENTATION FORM________________________________14
OUTSIDE DIRECTOR REPRESENTATION FORM____________________________________14
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INSIDER TRADING POLICY________________________________________________________15
BACKGROUND INFORMATION_____________________________________________________15
WHO IS AN INSIDER?______________________________________________________15
WHEN IS INFORMATION NONPUBLIC?__________________________________________15
WHAT IS MATERIAL INFORMATION?___________________________________________15
WHEN IS INFORMATION MISAPPROPRIATED_____________________________________16
PENALTIES FOR INSIDER TRADING___________________________________________16
WHO IS A CONTROLLING PERSON?____________________________________________16
PROCEDURES TO IMPLEMENT POLICY_____________________________________________17
IDENTIFYING MATERIAL INSIDE INFORMATION_________________________________17
REPORTING INSIDE INFORMATION____________________________________________17
WATCH AND RESTRICTED LISTS______________________________________________17
PROTECTING INFORMATION__________________________________________________18
TRANSAMERICA CORPORATE DEVELOPMENT DEPARTMENT___________________________19
RESPONSIBILITY TO MONITOR TRANSACTIONS__________________________________19
TENDER OFFERS___________________________________________________________19
GIFT POLICY___________________________________________________________________20
GIFT GIVING________________________________________________________________20
GIFT RECEIVING_____________________________________________________________20
CUSTOMARY BUSINESS AMENITIES_______________________________________________20
OUTSIDE EMPLOYMENT POLICY_____________________________________________________22
SUPERVISORY AND COMPLIANCE PROCEDURES_________________________________________23
SUPERVISORY PROCEDURES_____________________________________________________23
PREVENTION OF VIOLATIONS________________________________________________23
DETECTION OF VIOLATIONS_________________________________________________23
COMPLIANCE PROCEDURES______________________________________________________24
REPORTS OF POTENTIAL DEVIATIONS OR VIOLATIONS___________________________24
ANNUAL REPORTS__________________________________________________________24
RECORDS_________________________________________________________________24
INSPECTION______________________________________________________________24
CONFIDENTIALITY_________________________________________________________24
THE ETHICS COMMITTEE_______________________________________________________25
MEMBERSHIP OF THE COMMITTEE_____________________________________________25
COMMITTEE MEETINGS______________________________________________________25
SPECIAL DISCRETION______________________________________________________25
GENERAL INFORMATION ABOUT THE CODE OF CONDUCT_________________________________26
ENFORCEMENT_____________________________________________________________26
INTERNAL USE____________________________________________________________26
FORMS_________________________________________________________________________26
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_______________________________________________________________________________
DEFINITIONS
________________________________________________________________________________
The following definitions are used throughout this document. Unless
otherwise defined, all capitalized terms used in this document shall have the
same meaning as set forth in this section.
1) "Access Persons" are Investment Personnel, Directors and officers of
Transamerica Investment Services, Inc. ("TISI"), Transamerica Investment
Management, LLC ("TIM") (collectively, "TISI/TIM") and other designated
persons deemed by the Ethics Committee to have access to current trading
information.
2) "Beneficial Ownership" shall be interpreted in the same manner as it would
be in determining whether a person is subject to the provisions of Section
16 of the Securities Exchange Act of 1934 and the rules and regulations
thereunder. For example, in addition to a person's own accounts, the term
"Beneficial Ownership" encompasses securities held in the name of a spouse
or equivalent domestic partner, minor children, a relative sharing your
home, or certain trusts under which you or a related party is a
beneficiary, or held under other arrangements indicating a sharing of
financial interest.
3) "Covered Securities" generally includes all securities, whether publicly or
privately traded, and any option, future, forward contract or other
obligation involving a security or index of securities, including an
instrument whose value is derived or based on any of the above (a
"derivative"). The following are NOT Covered Securities:
o Shares of open-end investment companies (i.e., mutual funds);
o Direct obligations of the U.S. or Canadian government (e.g.,
Treasury securities), any Canadian Provincial government, or any
derivative thereof;
o Obligations of agencies and instrumentalities of the U.S. or
Canadian government with a remaining term to maturity of one year
or less, or any derivative thereof;
o Securities representing a limited partnership interest in a real
estate limited partnership;
o Money market instruments, such as certificates of deposit,
bankers' acceptances, repurchase agreements, and commercial paper;
o Insurance contracts, including life insurance or annuity
contracts;
o Direct investments in real estate, business franchises or similar
ventures; and
o Physical commodities (including foreign currencies), or any
derivatives thereof.
o Securities issued by Transamerica Corporation or its subsidiaries.
Note, however, that special statutory provisions regarding these
securities apply to directors of investment companies who are not
interested persons, to officers of Transamerica Corporation and
designated key employees, and to employees who are in possession
of material nonpublic information about Transamerica.
4) "Designated Compliance Representatives" are TISI/TIM's Compliance Manager
and TISI/TIM's Chief Financial Officer and/or such persons' designee(s).
5) "Designated Legal Representative" is Transamerica Corporation's General
Counsel or such person's designee(s).
6) "Directors" are directors of TISI/TIM.
7) "Equity Review Committee" is comprised of TISI/TIM's President and
TISI/TIM's Executive Vice President.
8) "Ethics Committee" is comprised of TISI/TIM's Compliance Manager,
TISI/TIM's Chief Financial Officer and TISI/TIM's President.
9) "Inside Directors" are Directors who are interested persons, as defined in
the Investment Company Act of 1940, of TISI/TIM or of the Managed Accounts.
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10) "Investment Personnel" refers to portfolio managers, research analysts,
trading department personnel and any other persons who provide information
and advice directly or indirectly to any advisory client of TISI/TIM, or
who assist in executing the portfolio managers' decisions.
11) "NASD" is the National Association of Securities Dealers, Inc.
12) "Outside Directors" are Directors who are not interested persons, as
defined in the Investment Company Act of 1940, of TISI/TIM or of the
Managed Accounts.
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________________________________________________________________________________
INTRODUCTION, STATEMENT OF PURPOSE AND APPLICATION
________________________________________________________________________________
TISI/TIM provides investment advisory services to various clients and
accounts, some of which are investment companies registered under the Investment
Company Act of 1940 (the "Company Act"). Persons designated as Access Persons of
TISI/TIM, and certain persons employed by other Transamerica companies which
provide services to the investment companies and other managed accounts
(collectively the "Managed Accounts") or who have access to information about
their activities, owe an undivided duty of loyalty to such Managed Accounts, and
must therefore adhere to the highest ethical and professional standards of
conduct. It is the objective of all persons subject to this Code of Conduct
("Code") to maintain the highest standards of integrity and conduct in order to
meet their respective duties and obligations to TISI/TIM and the Managed
Accounts. These standards, as contained in this Code, are based on the
requirements of the Company Act, the Investment Advisers Act of 1940 (the
"Advisers Act"), the Insider Trading and Securities Fraud Enforcement Act
("ITSFEA"), and the laws governing the management of investment accounts.
The Code is intended to ensure that you (i) at all times place first the
interests of the Managed Accounts, (ii) conduct all personal trading consistent
with the Code and in such a manner as to avoid any actual or potential conflict
of interest or any abuse of your position of trust and responsibility, and (iii)
not use any material nonpublic information in securities trading. The Code also
establishes policies regarding other matters, such as outside employment and the
giving or receiving of gifts.
The Code is intended to comply with Rule 17j-1 under the Company Act, as
amended, which requires TISI/TIM to adopt a code of ethics containing provisions
reasonably necessary to prevent specified individuals from engaging in certain
conduct. Under Rule 17j-1(a), certain conduct by "access persons" (as defined in
the Rule) of investment companies managed by TISI/TIM, of TISI/TIM itself as
adviser to these companies, and of the principal underwriter of the investment
companies, with respect to purchases or sales of securities held or to be
acquired by the investment companies is prohibited. TISI/TIM understands that
each such investment company has adopted a code of ethics with respect to access
persons of the investment companies themselves. The Code is also intended to
comply with the provisions of Rule 204-2 under the Advisers Act, which requires
TISI/TIM to maintain records of securities transactions in which certain of its
personnel have any Beneficial Ownership.
The Code applies to all Investment Personnel, Directors and officers of
TISI/TIM, and to all other individuals who are Access Persons. The Code applies
to transactions for your personal accounts and any other accounts over which you
have Beneficial Ownership. You may be deemed the Beneficial Owner of any account
in which you have a direct or indirect financial interest. Such accounts
include, among others, accounts held in the name of your spouse or equivalent
domestic partner, your minor children, a relative sharing your home, or certain
trusts under which you or such persons are a beneficiary.
In addition to the other requirements outlined in this Code, Investment
Personnel are expected to comply with the Code of Ethics and Standards of
Professional Conduct of the Institute of Chartered Financial Analysts, a copy of
which is attached.
The requirements of this Code are subject to special provisions regarding
the directors, officers and employees of Transamerica Occidental Life Insurance
Company ("Occidental"), in that Occidental is primarily engaged in business
other than advising registered investment companies and other advisory clients.
Accordingly, only those directors, officers and employees of Occidental who are
defined as "access persons" by paragraph (e)(1)(iii) of Rule 17j-1 under the
Company Act are subject to this Code and its requirements.
You are required to read and retain this Code and to sign and return the
attached Acknowledgment Form to the Compliance Department ("Compliance") upon
commencement of employment or other services, and on an annual basis thereafter.
The Acknowledgment Form confirms that (i) you have received, read and asked any
questions necessary to
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understand the Code, (ii) you agree to conduct yourself in accordance with the
Code, and (iii) you have complied with the Code during such time as you have
been associated with TISI/TIM. Depending on your status, you may be required to
submit additional reports and/or obtain clearances as discussed more fully
below.
Adherence to this Code is a fundamental condition of service with TISI/TIM,
and Directors, officers and other Access Persons of TISI/TIM bear full
responsibility for ensuring that they and members of their immediate families
and personal households comply with the provisions and intent of this Code. Only
by careful adherence to the requirements outlined in the Code can we protect our
reputation and avoid legal difficulties.
CAUTION REGARDING PERSONAL TRADING ACTIVITIES
Certain personal trading activities may be risky not only because of the
nature of the transactions, but also because action necessary to close out a
position may, for some Access Persons, become prohibited while the position
remains open. For example, closing out short sales and transactions in
derivatives. Furthermore, if TISI/TIM becomes aware of material nonpublic
information, or if a Managed Account is active in a given security, some Access
Persons may find themselves "frozen" in a position. TISI/TIM will not bear any
losses in personal accounts resulting from the application of this Code.
COMMUNICATION WITH OUTSIDE DIRECTORS
As a regular business practice, TISI/TIM attempts to keep the Directors
informed with respect to its investment activities through reports and other
information provided to them in connection with board meetings and other events.
In addition, TISI/TIM personnel are encouraged to respond to inquiries from
Directors, particularly as they relate to general strategy considerations or
economic or market conditions affecting TISI/TIM. However, it is TISI/TIM's
policy not to communicate specific trading information and/or advice on specific
issues to the Outside Directors (i.e., no information should be given on
securities for which current activity is being considered for Managed Accounts).
Any pattern of repeated requests by such Directors should be reported to the
Compliance Manager.
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_______________________________________________________________________________
CODE OF CONDUCT
________________________________________________________________________________
OVERVIEW
In general, it is unlawful for persons affiliated with investment
companies, their principal underwriters or their investment advisers to engage
in personal transactions in securities which are held or are to be acquired by a
registered investment company, if such personal transactions are made in
contravention of rules which the Securities and Exchange Commission (the "SEC")
has adopted to prevent fraudulent, deceptive and manipulative practices. Such
rules require each registered investment company, investment adviser and
principal underwriter to adopt its own written code of ethics containing
provisions reasonably necessary to prevent its access persons from engaging in
such conduct, and to maintain records, use reasonable diligence, and institute
such procedures as are reasonably necessary to prevent violations of such code.
This Code and information reported hereunder will enable TISI/TIM to fulfill
these requirements.
EXCLUSIONS APPLICABLE TO OUTSIDE DIRECTORS
Because they have limited access to information regarding trading activity
for the Managed Accounts, certain of the prohibitions discussed in this section
are not made applicable to the Outside Directors. Specifically, Outside
Directors are excluded from the following:
1. The pre-clearance requirements prior to engaging in any personal
transaction in Covered Securities. See Pre-Clearance, on page 9.
2. The prohibition against participation in hedge funds, investment clubs, or
similar investment groups except as a passive investor. See Hedge Funds,
Investment Clubs and Other Groups on page 9.
3. The requirement to disgorge any price advantage realized if a personal
securities transaction in a Covered Security coincides with a transaction
in the same security executed by TISI/TIM on behalf of any Managed Account
within fifteen calendar days after the personal trade. See Fifteen Day
Window on page 11.
4. The requirement to disgorge any profits realized in the purchase and sale,
or sale and purchase, of the same or equivalent Covered Securities within
60 calendar days if a Managed Account held or traded the security during
the 60 day period. See 60-Day Rule on page 11.
5. The requirement to pre-clear participation in a tender offer or stock
purchase plan prior to submitting notice to participate in such tender
offer or notice of participation in such stock purchase plan to the
applicable company. See Pre-Clearance of Tender Offers and Stock Purchase
Plans on page 12.
6. The requirement to arrange for provision of duplicate account statements
and confirmations showing all transactions in brokerage or commodities
accounts in which the Outside Director has a beneficial interest. See
Reporting Transactions and Accounts on page 12. Note, however, that Outside
Directors must report a transaction in a Covered Security if such person,
at the time of that transaction, knew, or in the ordinary course of
fulfilling his or her official duties as a director should have known,
that, during the fifteen-day period immediately preceding the date of his
or her personal transaction, such security was purchased or sold by, or was
being considered for purchase or sale on behalf of, any registered
investment company for which such person acts as director.
7. The requirement to provide a Monthly Transaction Report within 10 days
after any month end showing all transactions in Covered Securities for
which confirmations are known by such person to not have been timely
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provided, and all such transactions that are not effected in securities or
commodities accounts, including without limitation non-brokered private
placements, gifts, inheritances, and other transactions in Covered
Securities. See Monthly Transaction Reports on page 13.
GENERAL PROHIBITIONS
The following are prohibited for Access Persons. Persons who violate any of
the following prohibitions shall disgorge any profits realized in connection
with such violation.
1. Purchasing, in an initial public offering, Covered Securities (see
Definitions section) for which no public market in the same or similar
securities of that issuer has previously existed. No securities may be
purchased in an offering that constitutes a "hot issue" as defined in NASD
rules. Such securities may be purchased, however, where the individual has
an existing right to purchase the security based on his or her status as an
investor, policyholder or depositor of the issuer. In addition, securities
issued in reorganizations are also outside the scope of this prohibition if
the transaction involves no investment decision on the part of the employee
except in connection with a shareholder vote.
2. Causing a Managed Account to take action, or to fail to take action, for
personal benefit, rather than to benefit such Managed Account. For example,
an Access Person would violate this Code by causing a Managed Account to
purchase a security owned by the Access Person for the purpose of
supporting or increasing the price of that security, or by causing a
Managed Account to refrain from selling a security in an attempt to protect
a personal investment, such as an option on that security.
3. Using, for personal profit, knowledge of portfolio transactions made or
contemplated for the Managed Accounts, or causing others to profit by the
market effect of such transactions.
4. Disclosing current portfolio transactions made or contemplated for the
Managed Accounts, as well as any other nonpublic information, to anyone
outside of TISI/TIM.
5. Engaging in fraudulent conduct in connection with the purchase or sale of a
security held or to be acquired by a Managed Account, including without
limitation:
a) Employing any device, scheme or artifice to defraud any Managed
Account;
b) Making to any Managed Account any untrue statement of material fact or
omitting to state to such Managed Account a material fact necessary in
order to make the statements made, in light of the circumstances under
which they are made, not misleading;
c) Engaging in any act, practice or course of business which operates or
would operate as a fraud or deceit upon any Managed Account; or
d) Engaging in any manipulative practice with respect to any Managed
Account.
6. Investing in derivatives to evade the restrictions of this Code.
Accordingly, individuals may not use derivatives to take positions in
securities which the Code would prohibit if the positions were taken
directly.
7. No Investment Personnel may serve on the board of directors of a publicly
traded company without prior written authorization by the Chief Executive
Officer of Transamerica Corporation. No such service shall be approved
without a finding that the board service would not be inconsistent with the
interests of the Managed Accounts. If board service is authorized, the
Investment Personnel serving as director normally should be isolated from
those making investment decisions with respect to the company involved
through "Chinese Walls" or other procedures.
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8. If an Investment Person is planning to invest or make a recommendation to
invest in a security for a Managed Account, and such person has a material
interest in the security, such person must first disclose such interest to
the Chief Investment Officer and obtain his consent. The Chief Investment
Officer may only grant consent if he has no material interest in the
security, and must immediately inform the Ethics Committee in writing of
the granting of such consent. A material interest is Beneficial Ownership
of any securities (including derivatives, options, warrants or rights),
offices, directorships, significant contracts, or interests or
relationships that are likely to affect such person's judgment.
9. No Investment Person may do or cause to be done on behalf of any Managed
Account, any business with a broker-dealer in which that Investment Person
holds any material financial interest, unless such material financial
interest is first disclosed to the Compliance Manager, and trading with the
subject broker-dealer is approved by the Chief Investment Officer in
consultation with the Ethics Committee.
10. Any Investment Person who acquires Beneficial Ownership of securities in a
private placement must disclose that investment when such Investment Person
plays a part in the decision of TISI/TIM to purchase securities of that
issuer for a Managed Account. Such investment decision will be subject to
an independent review by Investment Personnel with no personal interest in
the subject issuer.
TRADING RESTRICTIONS
PRE-CLEARANCE
Access Persons (except Outside Directors) must obtain pre-clearance prior
to engaging in any personal transaction in Covered Securities. Pre-clearance
procedures, as well as special procedures for pre-clearing transactions in
tender offers and stock purchase plans, are set forth below.
Trading activity, although pre-cleared and otherwise permitted under this
Code, must not be excessive in terms of time spent during your normal working
hours. The trading restrictions of the Code apply to all direct or indirect
acquisitions or dispositions of Covered Securities, whether by purchase, sale,
tender, stock purchase plan, gift, inheritance, or otherwise. Unless otherwise
noted, the following trading restrictions are applicable to any transaction in a
Covered Security Beneficially Owned by an Access Person. Outside Directors are
exempt from certain trading restrictions, as noted, because of their limited
access to current information regarding Managed Account investments.
SHORT SALES
Any Access Person (except Outside Directors) who sells short a Covered
Security that such person knows is held long by any Managed Account shall
disgorge any profit realized on such transaction. This prohibition shall not
apply, however, to securities indices or derivatives thereof (such as futures
contracts on the S&P 500 Index). Managed Account ownership of Covered Securities
will be checked as part of the pre-clearance process referenced above.
HEDGE FUNDS, INVESTMENT CLUBS, AND OTHER GROUPS
No Access Person (except Outside Directors) may participate in hedge funds,
investment clubs, or similar investment groups except as a passive investor.
Such passive investments are not subject to these trading restrictions, but must
be reported to Compliance as noted under Reporting Transactions and Accounts,
below.
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EXCLUDED TRANSACTIONS
Some or all of the trading restrictions listed below do not apply to the
following transactions. However, these transactions must still be reported to
Compliance (see Reporting Transactions and Accounts):
1. Tender offer transactions are exempt from all trading restrictions
except pre-clearance.
2. Stock purchase plans are exempt from all trading restrictions except
pre-clearance and the seven-day rule.
3. 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 such securities are exempt from all trading restrictions.
4. The acquisition of securities through the exercise of rights issued by
an issuer pro rata to all holders of a class of the issuer's
securities, to the extent such rights were acquired from the issuer,
and sales of such rights so acquired, are exempt from all trading
restrictions.
5. The acquisition of securities by gift or inheritance is exempt from
all trading restrictions.
BLACKOUT PERIODS
If any Access Person engages in a transaction in a Covered Security which
violates any of the restrictions detailed below (the "Blackout Periods"), or is
determined to be in conflict with transactions made on behalf of the Managed
Accounts, such transaction must, upon notice from the Compliance Manager, be
immediately cancelled or reversed, or profits must be disgorged.1 This applies
to all securities transactions, even those which were made in good faith, were
pre-cleared and the violation is one that was either inadvertent or was
determined after the fact by a review of trading data.
Any disgorgement of profits required under any of the following provisions
shall be donated to a charitable organization, unless otherwise prescribed by
law. The specific charitable organization shall be selected by the Ethics
Committee. However, if disgorgement is required as a result of trades by a
portfolio manager that conflicted with that manager's own Managed Accounts,
disgorgement proceeds shall be paid directly to such Managed Accounts. If
disgorgement is required under more than one provision, the Ethics Committee
shall determine in its sole discretion the provision that shall control.
PENDING ORDERS
No Access Person may engage in a transaction in a Covered Security when
there is a buy or sell order pending, on behalf of any Managed Account, in that
same security. The existence of pending orders will be checked as part of the
pre-clearance process referenced above. Pre-clearance may be given only
consistent with the Blackout Periods detailed in this section, or after any
pending Managed Account order is withdrawn.
SEVEN DAY RULE
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(1) Unless otherwise noted, restrictions on personal transactions apply to
transactions involving Covered Securities, including any derivatives thereof.
When determining the amount of disgorgement required with respect to a
derivative, consideration will be given to price differences in both the
derivative and the underlying securities, with the lesser amount being used for
purposes of computing disgorgement. For example, in determining whether a
reimbursement is required when the applicable personal trade is in a derivative
and the Managed Account transaction is in the underlying security, the amount
shall be calculated using the lesser of (a) the difference between the price
paid or received for the derivative and the closing bid or ask price (as
appropriate) for the derivative on the date of the Managed Account transaction,
or (b) the difference between the last sale price, or the last bid or ask price
(as appropriate) of the underlying security on the date of the derivative
transaction, and the price received or paid by the Managed Account for the
underlying security. Neither pre-clearance nor disgorgement shall be required if
such person's transaction is to close, sell or exercise a derivative within five
days of its expiration.
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Any Portfolio Manager who buys or sells a Covered Security within seven
calendar days before or after he or she trades in that security on behalf of a
Managed Account shall disgorge any profits realized on such transaction.
FIFTEEN DAY WINDOW
No personal securities transaction will be pre-cleared if a transaction was
made by TISI/TIM on behalf of any Managed Account during the fifteen calendar
days immediately preceding the request for pre-clearance.
If a personal securities transaction in a Covered Security is properly
pre-cleared, and within fifteen calendar days after the personal trade, a
transaction in the same security is executed by TISI/TIM on behalf of any
Managed Account, the Access Person (except Outside Directors) must disgorge any
price advantage realized.2 The price advantage shall be the favorable spread, if
any, between the price paid or received by such person and the least favorable
price paid or received by a Managed Account during such period.
60 DAY RULE
Access Persons (except Outside Directors) shall disgorge any profits
realized in the purchase and sale, or sale and purchase, of the same or
equivalent Covered Securities within 60 calendar days if a Managed Account held
or traded the security during the 60 day period.
PRE-CLEARANCE PROCEDURES
Pre-clearance must be obtained by Access Persons for all applicable
transactions in Covered Securities in which such person has a beneficial
interest. Access Persons shall obtain clearance for themselves and members of
their immediate families and households before purchasing, selling or pledging
either the debt or equity securities of any publicly-traded company. If the
transaction is approved, the Access Person has two business days from the date
of notification to execute the trade. The Designated Compliance Representative
is not required (and may not be at liberty) to specify the reasons for the
decision regarding pre-clearance.
GENERAL PRE-CLEARANCE
All requests for pre-clearance shall be made using the Pre-Clearance Form
appended to this Code. Pre-Clearance Forms may be submitted via electronic mail
to TISI/TIM's Compliance Manager. Pre-clearance requests will be processed once
per day. Every request that is received in the Los Angeles office before 10:00
a.m. will receive a response no later than 12:00 noon on the same day. Requests
received after 10:00 a.m. will be processed on the following day.
A Designated Compliance Representative will present the personal investment
request to specified Investment Personnel from each of the major areas of
TISI/TIM, who will be given an opportunity to object. Investment Personnel shall
object to pre-clearance if any such person knows of a conflict with a pending
Managed Account transaction or a transaction known by such person to be under
consideration for a Managed Account. Consideration of pre-clearance should also
take into account, among other factors, whether the investment opportunity
should be reserved for a Managed Account. If no objections are raised, the
Designated Compliance Representative shall notify the requestor and sign the
Pre-clearance Form. Such approval shall not be required for sales of securities
not held by any Managed Account.
No Designated Compliance Representative may pre-clear a transaction in
which such person has a beneficial interest.
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(2) Note that, for the purposes of this restriction, personal purchases are
matched only against subsequent Managed Account purchases, and personal sales
are matched only against subsequent Managed Account sales.
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TRANSACTIONS IN TRANSAMERICA SECURITIES
TISI/TIM officers who are members of the Transamerica Senior Management
Council, including any such person's spouse or equivalent domestic partner,
minor children or other relatives sharing such person's home, must obtain
pre-clearance before purchasing or selling securities issued by a Transamerica
entity. This requirement extends to any purchase (including the exercise of
stock options) or sale of such securities whether the transaction is for any
such person's own account, one over which he or she exercises control or one in
which he or she has a beneficial interest. If, for example, a TISI/TIM officer
and his or her adult child live in the same house, there is a statutory
presumption that they share information. Thus, transactions in securities issued
by a Transamerica entity by the child must be pre-cleared regardless of whether
or not the funds used are the child's own property. This is also the case with
respect to other family members sharing any such person's home (including shares
purchased by a spouse or equivalent domestic partner, with that person's
separate property).
Pre-clearance is not required for investments in mutual funds that may hold
debt or equity securities issued by a Transamerica entity. It is also not
necessary to pre-clear any change in the percentage of an Access Person's income
that is withheld under the Transamerica Corporation Employees Stock Savings Plan
or Stock Savings Plan Plus. However, pre-clearance is required for entry into or
exit from the Transamerica stock funds under such Plans.
PRE-CLEARANCE REQUIREMENTS FOR INVESTMENT PERSONNEL
Trades by Investment Personnel are subject to the following special
requirements:
o Any purchase of an equity security for a personal account, which
equity security is not owned by any Managed Account, must first be
submitted as a potential investment to the President or Chief
Investment Officer of TISI/TIM. The President or Chief Investment
Officer must make a determination that the security in question is not
an appropriate investment for any Managed Account before pre-clearance
for such security may be requested.
o Upon approval by the President or Chief Investment Officer, the
Pre-clearance Form shall be presented to a Designated Compliance
Representative for signature.
o A request for pre-clearance regarding a private placement which is an
investment asset in which the Managed Accounts might invest, or
managed or sponsored by broker-dealers with whom the Managed Accounts
presently do business or may in the future do business, or is being
offered in any way because of an Investment Person's position with
TISI/TIM, will normally be declined.
PRE-CLEARANCE OF TENDER OFFERS AND STOCK PURCHASE PLANS
Access Persons (other than Outside Directors) who wish to participate in a
tender offer or stock purchase plan must pre-clear such trades only with the
Compliance Manager prior to submitting notice to participate in such tender
offer or notice of participation in such stock purchase plan to the applicable
company. To pre-clear the trade, the Compliance Manager shall consider all
material factors relevant to a potential conflict of interest between the Access
Person and Managed Accounts. In addition, any increase of $100 or more to a
pre-existing stock purchase plan must be pre-cleared.
TWO BUSINESS DAY EFFECTIVE PERIOD
Clearance to trade will be effective for two business days from the date of
the last signature on the Pre-clearance Form. Open orders, including stop loss
orders, will generally not be allowed, due to the two day effective period. It
will be necessary to repeat the pre-clearance process for transactions not
executed within the two day effective period.
REPORTING TRANSACTIONS AND ACCOUNTS
Access Persons (other than Outside Directors) must arrange for their
brokers or financial institutions to provide to Compliance, on a timely basis,
duplicate account statements and confirmations showing all transactions in every
brokerage or commodities account in which they have a beneficial interest.
PLEASE NOTE THAT, EVEN IF SUCH PERSON
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DOES NOT TRADE COVERED SECURITIES IN A PARTICULAR BROKERAGE OR COMMODITIES
ACCOUNT (E.G., TRADING MUTUAL FUNDS IN A SCHWAB ACCOUNT), THE PROVISION OF
DUPLICATE ACCOUNT STATEMENTS AND CONFIRMATIONS IS STILL REQUIRED. Reporting of
accounts that do not allow any trading in Covered Securities (e.g., a mutual
fund account held directly with the fund sponsor) is not required.
Access Persons must notify Compliance of each reportable account at the
time it is opened, and annually thereafter, including the name of the firm and
the name under which the account is carried. An Account Information Form should
be completed for this purpose.
Certain transactions, such as private placements, inheritances or gifts,
might not be reported through a securities account. In these instances, Access
Persons must report these transactions using a Monthly Transaction Report as
noted below.
Outside Directors need only report a transaction in a Covered Security if
such person, at the time of the transaction, knew, or in the ordinary course of
fulfilling his or her official duties as a director should have known, that,
during the fifteen-day period immediately preceding the date of his or her
personal transaction, such security was purchased or sold by, or was being
considered for purchase or sale on behalf of, any registered investment company
for which such person acts as director.
MONTHLY TRANSACTION REPORTS
Access Persons (other than Outside Directors) must provide a Monthly
Transaction Report within 10 days after any month end showing all transactions
in Covered Securities for which confirmations are known by such person to not
have been timely provided, and all such transactions that are not effected in
securities or commodities accounts, including without limitation non-brokered
private placements, gifts, inheritances, and other transactions in Covered
Securities.
Access Persons must promptly comply with any request by the Compliance
Manager to provide monthly reports regardless of whether their broker has been
instructed to provide duplicate confirmations. Such reports may be requested,
for example, to check that all applicable confirmations are being received or to
supplement the requested confirmations where a broker is difficult to work with
or otherwise fails to provide duplicate confirmations on a timely basis.
PASSIVE ACCOUNTS
The Code shall not apply to purchases or sales effected in any account over
which there is no direct or indirect influence or control. Access Persons
relying upon this provision will be required to file a Certification of
Non-Influence and Non-Control Form with the Compliance Manager regarding any
such accounts.
Any account beneficially owned by an Access Person that is managed by
TISI/TIM in a discretionary capacity is not covered by this Code so long as such
person has no direct or indirect influence or control over the account. The
employment relationship between the account-holder and the individual managing
the account, in the absence of other facts indicating control, will not be
deemed to give such account-holder influence or control over the account.
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OTHER REQUIRED FORMS
In addition to the Account Information Form, Monthly and Annual Transaction
Reports, and Certification of Non-Influence and Non-Control Form discussed
above, the following forms must be completed if applicable to you:
ACKNOWLEDGEMENT FORMS
Each Access Person must, upon commencement of services and annually
thereafter, provide Compliance with an Acknowledgment Form stating that he or
she has reviewed and complied with the Code and has disclosed or reported all
applicable securities transactions.
INVESTMENT PERSONNEL REPRESENTATION FORM
Investment Personnel must, upon commencement of services, provide
Compliance with an Investment Personnel Representation Form which lists all
Covered Securities beneficially held. In addition, such persons must provide a
brief description of any positions held (e.g., director, officer, other) with
for-profit entities other than TISI/TIM.
OUTSIDE DIRECTOR REPRESENTATION FORM
All Outside Directors must, upon commencement of services and annually
thereafter, provide Compliance with an Outside Director Representation Form. The
Form declares that such persons agree to refrain from trading in any securities
when they are in possession of any information regarding trading recommendations
made or proposed to be made to any Managed Account by TISI/TIM or its officers
or employees.
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_______________________________________________________________________________
INSIDER TRADING POLICY
_______________________________________________________________________________
BACKGROUND INFORMATION
TISI/TIM seeks to foster a reputation for integrity and professionalism,
and that reputation is a vital business asset. This Insider Trading Policy
("Policy") includes procedures to deter the misuse of material nonpublic
information. By adopting this Policy, TISI/TIM seeks to exceed the stringent
requirements of the federal securities laws. The Policy reinforces TISI/TIM's
commitment to avoiding even the appearance of impropriety.
The term "insider trading" is not defined in the federal securities
statutes, but generally is used to refer to the use of material nonpublic
information to trade in securities (whether or not one is an "insider"), or to
communication of material nonpublic information to others. The law concerning
insider trading can be complex and unclear; an individual legitimately may be
uncertain about the application of this Policy. Often, a simple question may
forestall disciplinary action or complex legal difficulties. If you have any
questions regarding the application of this Policy or you have any reason to
believe that a violation of this Policy has occurred or is about to occur, you
should contact the Compliance Manager. You may assume that the law regarding
insider trading operates to prohibit:
o Trading by an insider, while in possession of material nonpublic
information;
o Trading by a non-insider, while in possession of material nonpublic
information, where the information was disclosed to the non-insider
(directly or through one or more intermediaries) in violation of an
insider's duty to keep such information confidential;
o Communicating material nonpublic information to others in breach of a
duty not to disclose such information; and
o Misappropriating confidential information for securities trading
purposes, in breach of a duty owed to the source of the information to
keep the information confidential.
WHO IS AN INSIDER?
The concept of "insider" is broad. It includes officers, directors and
employees of a company. In addition, a person can be a "temporary insider" if he
or she enters into a special confidential relationship in the conduct of a
company's affairs and as a result is given access to information solely for the
company's purposes. A temporary insider can include, among others, a company's
attorneys, accountants, consultants, bank lending officers, and the employees of
such organizations. In addition, one or more of the Transamerica entities may
become a temporary insider of a company it advises or for which it performs
other services. To be considered an insider, the company must expect the
outsider to keep the disclosed nonpublic information confidential and/or the
relationship must at least imply such a duty.
WHEN IS INFORMATION NONPUBLIC?
Information should be treated as being nonpublic unless a reasonable period
of time has passed since it has been distributed by means likely to result in a
general public awareness of the information. Such awareness would result, for
example, from publication of the information in a daily newspaper. As a general
rule, information may be considered to be public on the third business day after
it has been broadly distributed to the general public.
WHAT IS MATERIAL INFORMATION?
In general, "material information" is information for which there is a
substantial likelihood that a reasonable investor would consider it important in
making his or her investment decisions, or information that is reasonably
certain to have a substantial effect on the price of a company's securities.
Information that should be considered material includes, but is not limited to,
dividend changes, earnings estimates, changes in previously released earnings
estimates, significant
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merger or acquisition proposals or agreements, major litigation, liquidation
problems, and extraordinary management developments.
Material information may also relate to the MARKET for a company's
securities. Information about a significant order to purchase or sell securities
may, in some contexts, be deemed material. Similarly, prepublication information
regarding reports in the financial press also may be deemed material. For
example, the U.S. Supreme Court upheld the criminal convictions of insider
trading defendants who capitalized on prepublication information about THE WALL
STREET JOURNAL'S "Heard on the Street" column.
WHEN IS INFORMATION MISAPPROPRIATED?
The misappropriation theory prohibits trading on the basis of non-public
information by a corporate "outsider" in breach of a duty owed not to a trading
party, but to the source of confidential information. Misappropriation of
information occurs when a person obtains the non-public information through
deception or in breach of a duty of trust and loyalty to the source of the
information.
PENALTIES FOR INSIDER TRADING
Insider trading is a serious legal concern for TISI/TIM and its personnel.
The trading of securities of publicly-traded companies while in possession of
material, nonpublic information relating to those companies may subject TISI/TIM
and its personnel to penalties under federal law. Penalties for trading on or
communicating material nonpublic information are severe, both for individuals
involved in such unlawful conduct and their employers or other controlling
persons. A person can be subject to some or all of the penalties below even if
he or she does not personally benefit from the violation. Penalties may include:
o Civil injunctions;
o Treble damages;
o Disgorgement of profits;
o Jail sentences of up to 10 years;
o Fines up to $1,000,000 (or $2,500,000 for corporations and other
entities);
o Civil penalties for the person who committed the violation of up to
three times the profit gained or loss avoided, whether or not the
person actually benefited; and
o Civil penalties for the employer or other controlling person of up to
the greater of $1,000,000 or three times the amount of the profit
gained or loss avoided.
With separate tiers of penalties for employers and personnel, there may be
situations in which the concerns of these groups diverge. This contrasts with
routine litigation in which an employer typically reinforces the actions of its
senior personnel. Consequently, PERSONNEL WHO TRADE ON MATERIAL, NONPUBLIC
INFORMATION SHOULD BE AWARE THAT TISI/TIM MAY NOT BE ABLE TO PROTECT THEIR
INTERESTS. In addition, any violation of the law may result in serious sanctions
by TISI/TIM, including termination of employment.
WHO IS A CONTROLLING PERSON?
Included as controlling persons are TISI/TIM and its Directors and
officers. If you are a Director or officer, you have a duty to act to prevent
insider trading. Failure to fulfill such a duty may result in penalties as
described above.
PROCEDURES TO IMPLEMENT POLICY
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The following procedures have been implemented to aid the Directors,
officers and other Access Persons of TISI/TIM in avoiding insider trading, and
to aid TISI/TIM in preventing, detecting and imposing sanctions against insider
trading.
IDENTIFYING MATERIAL INSIDE INFORMATION
Before trading for yourself or others, including Managed Accounts, in the
securities of a company about which you may have potential inside information,
ask yourself the following questions:
o To whom has this information been provided? Has the information been
effectively communicated to the marketplace?
o Has this information been obtained from either the issuer or from
another source in breach of a duty to that source to keep the
information confidential?
o Is the information material? Is this information that an investor
would consider important in making his or her investment decisions? Is
this information that would affect the market price of the securities
if generally disclosed?
Special caution should be taken with respect to potential inside
information regarding any Transamerica entity. Potential inside information
regarding Transamerica may affect trading in Transamerica stock and should be
reported pursuant to the procedures set forth below.
REPORTING INSIDE INFORMATION
If, after consideration of the above, you believe that the information you
possess is material and nonpublic, or if you have questions as to whether the
information is material and nonpublic, you should take the following steps:
o Do not purchase or sell the securities on behalf of yourself or
others, including Managed Accounts.
o Do not communicate the information inside or outside of TISI/TIM,
other than to the Compliance Manager.
o Immediately advise the Compliance Manager of the nature and source of
such information. The Compliance Manager will review the information
with the Ethics Committee.
o Depending upon the determination made by the Ethics Committee, or by
the Compliance Manager until the Committee can be convened, you may be
instructed to continue the prohibition against trading and
communication and the Compliance Manager will place the security on a
restricted list or watch list, as described below. Alternatively, if
it is determined that the information obtained is not material
nonpublic information, you may be allowed to trade and communicate the
information.
WATCH AND RESTRICTED LISTS
Whenever the Ethics Committee or the Compliance Manager determines that a
Director, officer or other Access Person of TISI/TIM is in possession of
material nonpublic information with respect to a company (regardless of whether
it is currently owned by any Managed Account), such company will either be
placed on a watch list or on a restricted list.
Watch List. If the security is placed on a watch list, the flow of the
information to other TISI/TIM personnel will be restricted in order to allow
such persons to continue their ordinary investment activities. This procedure is
commonly referred to as a "Chinese Wall."
Restricted List. If the Ethics Committee or the Compliance Manager
determines that material nonpublic information is in the possession of a
Director, officer, or other Access Person of TISI/TIM and cannot be adequately
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isolated through the use of a Chinese Wall, the company will be placed on a
restricted list. While a company is on the restricted list, no Investment Person
shall initiate or recommend any transaction in any Managed Account, and no
Access Person will be pre-cleared to transact in any account in which he or she
has a beneficial interest, with respect to the securities of such company. The
Ethics Committee or the Compliance Manager will also have the discretion of
placing a company on a restricted list even though no "break in the Chinese
Wall" has or is expected to occur with respect to the material nonpublic
information about the company. Such action may be taken by such persons for the
purpose of avoiding any appearance of the misuse of material nonpublic
information.
The Ethics Committee or the Compliance Manager will be responsible for
determining whether to remove a particular company from the watch list or
restricted list. The only persons who will have access to the watch list or
restricted list are members of the Ethics Committee, Designated Legal or
Compliance Representatives and such persons who are affected by the information.
The watch list and restricted list are highly confidential and should under no
circumstances be discussed with or disseminated to anyone other than the persons
noted above.
PROTECTING INFORMATION
Directors, officers and other Access Persons of TISI/TIM shall not disclose
any nonpublic information (whether or not it is material) relating to TISI/TIM,
its securities transactions or securities positions of any Managed Account to
any person outside TISI/TIM (unless such disclosure has been authorized by
TISI/TIM). Material nonpublic information may not be communicated to anyone,
including any Director, officer or other Access Person of TISI/TIM, except as
provided in this Policy. Access to such information must be restricted. For
example, access to files containing material nonpublic information and computer
files containing such information should be restricted, and conversations
containing such information, if appropriate at all, should be conducted in
private.
Directors, officers and other Access Persons of TISI/TIM must refrain from
communicating any information not publicly published about any Managed Account's
investment transactions or financial situation to anyone unless absolutely
necessary and authorized by TISI/TIM as a part of the regular course of
business. Performance information, use of the Managed Accounts as a reference,
and release of other information about the Managed Accounts is permitted only
when a properly authorized representative of the applicable Managed Account
expressly agrees. Equal care and discretion must be used in discussing or
distributing information regarding investment strategies, reports or
recommendations.
To insure the integrity of the Chinese Wall and to avoid unintended
disclosures, it is important that all Access Persons take the following steps
with respect to confidential or nonpublic information:
o Do not discuss confidential information in public places such as
elevators, hallways or social gatherings.
o To the extent practical, limit access to the areas of the firm where
confidential information could be observed or overheard to persons
with a business need for being in the area.
o Avoid use of speaker phones in areas where unauthorized persons may
overhear conversations.
o Avoid use of wireless and cellular phones, or other means of
communication which may be intercepted.
o Where appropriate, maintain the confidentiality of Managed Account
identities by using code names or numbers for confidential projects.
o Exercise care to avoid placing documents containing confidential
information in areas where they may be read by unauthorized persons
and to store such documents in secure locations when they are not in
use.
o Destroy copies of confidential documents no longer needed for a
project unless required to be saved pursuant to applicable record
keeping policies or requirements.
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o Refer to the Compliance Manager without comment all inquiries
involving nonpublic information possessed by TISI/TIM from persons
outside of TISI/TIM, including the news media, arbitrageurs, financial
analysts and the general public.
TISI/TIM personnel who become aware of a leak, whether deliberate or
otherwise, of nonpublic information relating to TISI/TIM or any Transamerica
entity, or to any company about which TISI/TIM or its personnel have acquired
such nonpublic information, shall report the leak immediately to the Compliance
Manager. For purposes of this section, a "leak" is defined to include any
unauthorized disclosure of nonpublic information about TISI/TIM or any company
about which TISI/TIM or its personnel have acquired information. A leak exists
when such disclosure has been made to a person or entity outside of TISI/TIM, or
to an unauthorized person within TISI/TIM.
TRANSAMERICA CORPORATE DEVELOPMENT DEPARTMENT
The Corporate Development Department at Transamerica Corporation may have
inside information regarding public companies. It is imperative that this
information neither be learned nor used in any way by TISI/TIM personnel.
If for any reason contact must be made with the Corporate Development
Department, notify the Compliance Manager, so that such contact can be
approached in a manner that prevents your exposure to inside information. In the
event you believe that the separation required by this Policy has been breached,
notify the Compliance Manager so that appropriate compliance procedures can be
implemented.
RESPONSIBILITY TO MONITOR TRANSACTIONS
Compliance will monitor transactions of Managed Accounts and Access Persons
for which reports are received to detect the existence of any unusual trading
activities with respect to companies on the watch and restricted lists.
Compliance will immediately report any unusual trading activity directly to the
Ethics Committee, who will be responsible for determining what, if any, action
should be taken.
TENDER OFFERS
Tender offers represent a particular concern in the law of insider trading
for two reasons. First, tender offer activity often produces extraordinary
fluctuations in the price of the target company's securities. Trading during
this time period is more likely to attract regulatory attention (and produces a
disproportionate percentage of insider trading cases). Second, the SEC has
adopted a rule which expressly forbids trading and "tipping" while in possession
of material nonpublic information regarding a tender offer received from the
tender offeror, the target company or anyone acting on behalf of either. Persons
subject to this Policy should exercise particular caution any time they become
aware of nonpublic information relating to a tender offer.
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_______________________________________________________________________________
GIFT POLICY
_______________________________________________________________________________
All goods and services purchased by TISI/TIM shall be obtained from
suppliers who offer the best price consistent with required standards of
service, quality, timeliness and reliability. To avoid any actual or perceived
conflict with this policy, the acceptance from any supplier of gifts or other
consideration of significant value by any Director, officer or other Access
Person of TISI/TIM is prohibited. This prohibition includes donations of cash,
goods or services for meetings, picnics or other similar gatherings, costly
entertainment or any other gift which could reasonably cause the donor to expect
to be favored as a supplier or influence TISI/TIM to so favor the donor. The
following outlines TISI/TIM's policy on giving and receiving gifts to help us
maintain these standards. Any person who is subject to the Transamerica
Corporation Gift Policy shall not be subject to any of the following guidelines,
to the extent that such guidelines are in conflict with the Corporation's Gift
Policy.
GIFT GIVING
Neither you nor members of your immediate family may give any gift, series
of gifts, or other thing of value, including cash, loans, personal services, or
special discounts ("Gifts") in excess of $100 per year to any Managed Account,
or any one person or entity that does or seeks to do business with or on behalf
of TISI/TIM or any Managed Account (collectively referred to herein as "Business
Relationships").
Gifts of substantial value between employees are also discouraged. Such
gifts are prohibited in those instances in which they might be interpreted as
attempts to influence personnel decisions. TISI/TIM's money may not be spent on
gifts between employees.
GIFT RECEIVING
The solicitation of a Gift is prohibited (I.E., YOU MAY NOT REQUEST THAT A
GIFT, SUCH AS TICKETS TO A SPORTING EVENT, BE GIVEN TO YOU BY A BUSINESS
RELATIONSHIP).
Neither you nor members of your immediate family may receive any Gift of
material value from any single Business Relationship. A Gift will be considered
material in value if it influences or gives the appearance of influencing the
recipient.
In the event the aggregate fair market value of all Gifts received by you
from any single Business Relationship is estimated to exceed $250 in any
12-month period, you must immediately notify your manager. Managers who receive
such notification must report this information to the Compliance Manager if it
appears that such Gifts may have improperly influenced the recipient.
Occasionally, TISI/TIM personnel are invited to attend or participate in
conferences, tour a company's facilities, or meet with representatives of a
company. Such invitations may involve traveling and may require overnight
lodging. Generally, all travel and lodging expenses provided in connection with
such activities must be paid for by TISI/TIM. However, if appropriate, and with
prior approval from your manager, you may accept travel-related amenities if the
costs are considered insubstantial or are not readily ascertainable.
CUSTOMARY BUSINESS AMENITIES
Customary business amenities are not considered Gifts so long as such
amenities are BUSINESS RELATED (E.G., IF YOU ARE ACCEPTING TICKETS TO A SPORTING
EVENT, THE OFFEROR MUST GO WITH YOU), reasonable in cost, appropriate as to time
and place,
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and neither so frequent nor so costly as to raise any question of impropriety.
Customary business amenities which you and, if appropriate, your guests, may
accept (OR GIVE) include an occasional meal, a ticket to a sporting event or the
theater, green fees, an invitation to a reception or cocktail party, or
comparable entertainment.
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_______________________________________________________________________________
OUTSIDE EMPLOYMENT POLICY
_______________________________________________________________________________
No Inside Director, officer or other Access Person of TISI/TIM shall accept
employment or compensation as a result of any business activity (other than a
passive investment), outside the scope of his or her relationship with TISI/TIM
unless such person has provided prompt written notice of such employment or
compensation to the Compliance Manager, and, in the case of securities-related
employment or compensation, has received the prior written approval of the
Ethics Committee.
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_______________________________________________________________________________
SUPERVISORY AND COMPLIANCE PROCEDURES
_______________________________________________________________________________
Supervisory procedures can be divided into two classifications; (i)
prevention of violations and (ii) detection of violations. Compliance review
procedures include preparation of special and annual reports, record maintenance
and review, and confidentiality preservation.
SUPERVISORY PROCEDURES
PREVENTION OF VIOLATIONS
To prevent violations of the Code, the Compliance Manager should, in
addition to enforcing the procedures outlined in the Code:
1. Review and update the Code as necessary, at least once annually, including
but not limited to a review of the Code by the Ethics Committee and/or
counsel;
2. Answer questions regarding the Code;
3. Request from all persons upon commencement of services, and annually
thereafter, any applicable forms and reports as required by the Code; and
4. With such assistance from the Human Resources Department as may be
appropriate, maintain a continuing education program consisting of the
following:
a) Orienting Directors, officers, and other Access Persons who are new to
TISI/TIM to the Code, and
b) Further educating Directors, officers, and employees by distributing
memos or other materials that may be issued by outside organizations
such as the Investment Company Institute discussing the issue of
insider trading and other issues raised by the Code.
DETECTION OF VIOLATIONS
To detect violations of the Code, the Compliance Manager should, in
addition to enforcing the procedures outlined in the Code:
o Review reports, confirmations, and statements relative to applicable
restrictions, as provided under the Code;
o Review the restricted and watch lists relative to applicable personal
and Managed Account trading activity, as provided under the Code;
o Conduct spot checks of certain information as noted under the Code.
COMPLIANCE PROCEDURES
REPORTS OF POTENTIAL DEVIATIONS OR VIOLATIONS
Upon learning of a potential deviation from, or violation of, the Code, the
Compliance Manager shall prepare a written report to the Ethics Committee
providing full details and recommendations for further action. The Ethics
Committee shall thereafter take such action as it deems appropriate.
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ANNUAL REPORTS
The Compliance Manager shall prepare, at least annually, a written report
for the Ethics Committee. This report shall contain the following information,
and shall be confidential.
o Copies of the Code, as revised, including a summary of any changes
made during the past year;
o A summary of any violations requiring significant remedial action
during the past year; and
o Recommendations, if any, regarding changes in existing restrictions or
procedures based upon TISI/TIM's experience under the Code, evolving
industry practices, or developments in applicable laws or regulations.
The Compliance Manager will report to the TISI/TIM Board of Directors with
respect to any of the above items to the extent that any Managed Account is
materially affected thereby.
RECORDS
Compliance shall maintain the following records:
o Files for personal securities transaction confirmations and account
statements, all reports and other forms submitted by Access Persons
pursuant to the Code and any other pertinent information. Such files
shall be stored in a secure location;
o A copy of each pre-clearance;
o A list of all persons who are, or have been, required to make reports
pursuant to the Code.
INSPECTION
The records and reports maintained by Compliance pursuant to the Code shall
at all times be available for inspection, without prior notice, by any member of
the Ethics Committee.
CONFIDENTIALITY
All procedures, reports and records monitored, prepared or maintained
pursuant to the Code shall be considered confidential and proprietary to
TISI/TIM and shall be maintained and protected accordingly. Except as otherwise
required by law or the Code, such matters shall not be disclosed to anyone other
than to members of the Ethics Committee, as requested.
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THE ETHICS COMMITTEE
The Ethics Committee ("Committee") was formed to provide an effective
mechanism for monitoring compliance with the standards and procedures contained
in the Code and to take appropriate action at such times as violations or
potential violations are discovered.
MEMBERSHIP OF THE COMMITTEE
The Ethics Committee currently consists of senior compliance,
administration and investment staff. The composition of the Committee may be
changed from time to time.
COMMITTEE MEETINGS
The Committee shall generally meet quarterly or as often as necessary to
review operation of the compliance program and to consider technical deviations
from operational procedures, inadvertent oversights, or any other potential
violation of the Code. At such time as the Compliance Manager learns of a
potential violation, he shall either present the information at the next regular
meeting of the Committee, or convene a special meeting.
Deviations alternatively may be addressed by including them in the Access
Person's personnel records maintained by TISI/TIM. Committee meetings are
primarily intended for consideration of the general operation of the compliance
program and substantive or serious departures from standards and procedures in
the Code.
A Committee meeting may be attended, at the discretion of the Committee, by
such other persons as the Committee shall deem appropriate. Any individual whose
conduct has given rise to the meeting may also be called upon, but shall not
have the right to appear before the Committee.
It is not required that minutes of Committee meetings be maintained; in
lieu of minutes the Committee may issue a report describing issues reviewed and
any action taken. Any such report shall be included in the confidential file
maintained by the Compliance Manager with respect to the particular person or
persons whose conduct has been the subject of the meeting.
SPECIAL DISCRETION
The Committee shall have the authority by unanimous action to exempt any
person or class of persons from all or a portion of the Code, provided that:
o The Committee determines, on advice of counsel, that the particular
application of all or a portion of the Code is not legally required;
o The Committee determines that the likelihood of any abuse of the Code
by such exempted person(s) is remote;
o The terms or conditions upon which any such exemption is granted is
evidenced in a written instrument; and
o The exempted person(s) agrees to execute and deliver to the Compliance
Manager, at least annually, a signed Acknowledgment Form, which shall,
by operation of this provision, include a discussion of such exemption
and the terms and conditions upon which it was granted.
The Committee shall also have the authority by unanimous action to impose
such additional requirements or restrictions as it, in its sole discretion,
determines appropriate or necessary.
25
<PAGE>
_______________________________________________________________________________
GENERAL INFORMATION ABOUT THE CODE OF CONDUCT
_______________________________________________________________________________
ENFORCEMENT
In addition to the penalties described elsewhere in the Code, upon
discovering a violation of the Code, the Transamerica entity with which you are
associated may impose such sanctions as it deems appropriate, including without
limitation, a letter of censure or suspension or termination of employment or
personal trading privileges of the violator. All material violations of the Code
and any sanctions imposed with respect thereto shall be reported periodically to
the Directors and the directors of any other Transamerica entity which has been
directly affected by the violation.
INTERNAL USE
The Code is intended solely for internal use by TISI/TIM and does not
constitute an admission by or on behalf of such companies, their controlling
persons or persons they control, as to any fact, circumstance or legal
conclusion. The Code is not intended to evidence, describe or define any
relationship of control between or among any persons. Further, the Code is not
intended to form the basis for describing or defining any conduct by a person
that should result in such person being liable to any other person, except
insofar as the conduct of such person in violation of the Code may constitute
sufficient cause for TISI/TIM to terminate or otherwise adversely affect such
person's relationship with TISI/TIM.
_______________________________________________________________________________
FORMS
_______________________________________________________________________________
Attached are blank forms for use in complying with the Code. These forms
may be revised from time to time, as the Ethics Committee shall determine.
Please contact Compliance if you need additional forms or if you have any
questions.
26
<PAGE>
TRANSAMERICA INVESTMENT SERVICES, INC. CODE OF CONDUCT
ACKNOWLEDGEMENT FORM
This form must be completed by all Access Persons upon commencement of
services and annually thereafter.
ACKNOWLEDGEMENT
I hereby acknowledge that I have received and reviewed the Transamerica
Investment Services, Inc. Code of Conduct and that I understand its provisions
and its applicability to me. Furthermore, I acknowledge that, since the
commencement of my employment or other services with Transamerica Investment
Services, Inc. or the date of my last certification, I have complied with the
Code of Conduct and have disclosed or reported all applicable securities
transactions required thereunder.
INVESTMENT PERSONNEL:
All Investment Personnel must attach a completed Investment Personnel
Representation Form as of the date this acknowledgment is signed. Generally,
Investment Personnel include portfolio managers, research analysts, trading
department personnel, and other employees whose duties are to manage any client
account. See the Code of Conduct for a more complete definition of Investment
Personnel.
OUTSIDE DIRECTORS:
All Outside Directors must attach a completed Outside Director
Representation Form as of the date this acknowledgment is signed.
SIGNATURE
_________________________
Name (PLEASE PRINT)
_________________________ _____________
Signature Date
27
<PAGE>
TRANSAMERICA INVESTMENT SERVICES, INC. CODE OF CONDUCT
INVESTMENT PERSONNEL REPRESENTATION FORM
This form must be completed by all Investment Personnel upon commencement
of services. It should be attached to the Acknowledgment Form. Generally,
Investment Personnel include portfolio managers, research analysts, trading
department personnel, and other employees whose duties are to manage any client
account. If this is your initial submission, complete parts one and two;
otherwise, complete part one only.
Please Provide the Following Information:
1. List ALL positions held (director, officer, other) with for-profit
entities other than TISI/TIM:
---------------------------------- ---------------------------------------------
ENTITY NAME POSITION
================================== =============================================
---------------------------------- ---------------------------------------------
---------------------------------- ---------------------------------------------
--------------------------------------------------------------------------------
2. List ALL Covered Securities Beneficially Owned (SEE THE CODE OF CONDUCT
FOR EXPLANATIONS OF THE TERMS COVERED SECURITY AND BENEFICIAL OWNERSHIP). Note
that Covered Securities do not include mutual funds, U.S. government securities,
money market instruments (e.g., CDs, commercial paper), Exempt Investments
(e.g., life insurance or annuity contracts) and physical commodities:
<TABLE>
<CAPTION>
----------------------------------------------- --------------------------- ----------------
SECURITY NAME AND TYPE SHARES HELD SECURITY NAME AND TYPE SHARES HELD
----------------------------------------------- --------------------------- ----------------
<S> <C> <C>
1) 6)
----------------------------------------------- --------------------------- ----------------
2) 7)
----------------------------------------------- --------------------------- ----------------
3) 8)
----------------------------------------------- --------------------------- ----------------
4) 9)
----------------------------------------------- --------------------------- ----------------
5) 10)
----------------------------------------------- --------------------------- ----------------
</TABLE>
I have complied with the Investment Personnel information disclosure
provision of the Code of Conduct by including all of the information requested
above, if applicable.
SIGNATURE
Name (PLEASE PRINT):_________________________
Signature:______________________________ Date:_____________
28
<PAGE>
TRANSAMERICA INVESTMENT SERVICES, INC. CODE OF CONDUCT
OUTSIDE DIRECTOR REPRESENTATION FORM
This form must be completed by all Outside Directors upon commencement of
services and annually thereafter. It should be attached to the Acknowledgment
Form.
REPRESENTATION
The undersigned serves as an Outside Director of Transamerica Investment
Services, Inc. In addition to complying with all applicable provisions of the
Code of Conduct, I agree that I will refrain from trading in any securities when
I am in possession of information regarding trading recommendations made or
proposed to be made to any client by TISI/TIM or its officers or employees with
respect to such securities.
SIGNATURE
Name (PLEASE PRINT):__________________________
Signature:_______________________________ Date:______________
29
<PAGE>
TRANSAMERICA INVESTMENT SERVICE, INC. CODE OF CONDUCT
ACCOUNT INFORMATION FORM
FOR ACCESS PERSONS
The following account information must be completed at least annually by
all Access Persons, and updated whenever a new account is opened or an existing
account is closed. For further explanation of the terms Access Person, Covered
Security and Exempt Investment, or for additional information on existing
account notification procedures, see the applicable section(s) in the Code of
Conduct. Note that Covered Securities do NOT include mutual funds, U.S.
government securities, money market instruments (e.g., CDs, commercial paper),
Exempt Investments (e.g., life insurance or annuity contracts) and physical
commodities.
PLEASE CHECK ONE OF THE FOLLOWING BOXES REGARDING YOUR BROKERAGE ACCOUNTS:
[ ] No, I do not have any open brokerage or commodity accounts.
[ ] Yes, I do have open brokerage or commodity accounts. With regard to
securities firms holding accounts for which I may be deemed a Beneficial
Owner, I agree to authorize TISI/TIM to request and receive directly,
duplicate trade confirmations and duplicate account statements. I ALSO
AGREE TO NOTIFY COMPLIANCE IN THE EVENT THAT A NEW ACCOUNT IS OPENED OR AN
EXISTING ACCOUNT IS closed. All such Beneficially Owned accounts are listed
below.
------------------------- -------------------- --------------------------
FIRM ACCOUNT REGISTRATION ADDRESS
AND ACCOUNT NUMBER
========================= ==================== ==========================
1)
------------------------- -------------------- --------------------------
2)
------------------------- -------------------- --------------------------
3)
------------------------- -------------------- --------------------------
4)
------------------------- -------------------- --------------------------
5)
------------------------- -------------------- --------------------------
If you do not exercise any direct or indirect influence or control over the
trading in any of the above account(s), you may exempt such account(s) from the
provisions of the Code of Conduct by completing the Certification Of
Non-Influence and Non-Control Form.
SIGNATURE
Name (PLEASE PRINT):__________________________
Signature:_______________________________ Date:______________
30
<PAGE>
TRANSAMERICA INVESTMENT SERVICES, INC. CODE OF CONDUCT
CERTIFICATION OF NON-INFLUENCE AND NON-CONTROL FORM
================================================================================
The provisions of the Transamerica Investment Services, Inc. Code of
Conduct shall not apply to purchases or sales effected in any account(s) over
which you have no direct or indirect influence or control.
Listed below are my Beneficially Owned accounts which I certify are not
subject to the Code of Conduct because I do not have any direct or indirect
influence or control over the trading in such account(s). I further certify that
I have had no communications with the person(s) responsible for management of
the account(s) that may have influenced an investment to be made or not to be
made for the account(s).
<TABLE>
<CAPTION>
------------------------------- ------------------------ ----------------------------------- ---------------------------------
ACCOUNT REGISTRATION ACCOUNT NUMBER(S) ACCOUNT TYPE (E.G., TRUST, SECURITIES FIRM ADDRESS
HEDGE FUND, ETC.)
=============================== ======================== =================================== =================================
<S> <C> <C> <C>
------------------------------- ------------------------ ----------------------------------- ---------------------------------
------------------------------- ------------------------ ----------------------------------- ---------------------------------
------------------------------- ------------------------ ----------------------------------- ---------------------------------
</TABLE>
Briefly describe below the reason you do not have direct or indirect
influence or control (e.g., independently managed trust, etc.):
SIGNATURE
Name (PLEASE PRINT):__________________________
Signature:_______________________________ Date:______________
31
<PAGE>
TRANSAMERICA INVESTMENT SERVICES, INC. CODE OF CONDUCT
OUTSIDE EMPLOYMENT FORM
All Inside Directors, officers and other Access Persons of TISI/TIM must
provide prompt written notice of outside employment or compensation from any
other person as a result of any business activity, other than a passive
investment. IN THE CASE OF SECURITIES-RELATED EMPLOYMENT OR COMPENSATION, PRIOR
WRITTEN APPROVAL MUST BE RECEIVED FROM THE ETHICS COMMITTEE.
COMPANY OR BUSINESS INFORMATION
Name:__________________________________________________________
Address:_______________________________________________________
_______________________________________________________
Nature of Business:____________________________________________
POSITION INFORMATION
Title, position or role:________________________________________
Describe your responsibilities or role: ________________________
Beginning date:_____________________, to present.
TIME COMMITMENT
Amount of time devoted monthly:____________________________
SIGNATURE
Name (PLEASE PRINT):__________________________
Signature:_______________________________ Date:______________
32
<PAGE>
TRANSAMERICA INVESTMENT SERVICES, INC. CODE OF CONDUCT
PRE-CLEARANCE FORM
Access Persons must complete this Pre-clearance Form prior to engaging in any
personal transaction (acquisition or disposition) in Covered Securities.
SECURITY INFORMATION
<TABLE>
<CAPTION>
___________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
SECURITY TYPE (please circle): CMN PFD DEBT (indicate issue)___ DERIVATIVE (indicate type)______________
SECURITY ISSUER: _______________________________________________ TICKER/CUSIP:____________________
DOES THE ISSUER DERIVE ANY INCOME FROM BROKER-DEALER OPERATIONS? YES______ NO______
___________________________________________________________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
___________________________________________________________________________________________________________________
TRANSACTION INFORMATION
TRANSACTION TYPE (please circle): BUY SELL SHORT SALE ANY ADDITIONAL FACTORS RELEVANT TO A CONFLICT
<S> <C> <C>
QUANTITY: _______________________________ OF INTEREST ANALYSIS:____________________________________
ESTIMATED PRICE:_________________________ _________________________________________________________
BROKER/DEALER:___________________________ ACCOUNT REGISTRATION:___________________________________
BRANCH:__________________________________ _________________________________________________________
ACCOUNT NUMBER:__________________________ _________________________________________________________
_________________________________________________________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
<S>
COMPLETE NEXT SECTION IF YOU ARE AN INVESTMENT PERSON (NOT REQUIRED IF SELLING A SECURITY THAT IS NOT HELD BY MANAGED ACCOUNTS)
_________________________________________________________________________________________________________________
INDICATE THE PRIMARY REASON(S) WHY THE ABOVE TRANSACTION IS NOT APPROPRIATE FOR MANAGED ACCOUNTS AT THIS TIME:
<C>
[ ] INVESTMENT IS TOO RISKY FOR CLIENTS. REASON:
[ ] CLIENTS/FUNDS ARE ALREADY EXPOSED TO INDUSTRY
[ ] PERSONAL SPECULATION NOT APPROPRIATE FOR CLIENTS. REASON:
[ ] INSUFFICIENT INFORMATION ABOUT THE ISSUER OR AVAILABLE INFORMATION IS NOT FAVORABLE
[ ] INVESTMENT IS OUTSIDE OF CLIENTS'/FUNDS' PERMITTED POLICIES (E.G. SHORT SELLING)
[ ] DUE TO THE NATURE OF MY RESPONSIBILITIES, I AM NOT IN A POSITION TO RECOMMEND THIS SECURITY TO CLIENTS.
[ ] OTHER:
_________________________________________________________________________________________________________________
</TABLE>
PLEASE COMPLETE AND SIGN THE BACK PAGE
33
<PAGE>
<TABLE>
<CAPTION>
AUTHORIZED SIGNATURES
_________________________________________________________________________________________________________________
Analyst's Representation: I have discussed this transaction with my
supervisor and I am not recommending this investment for purchase or sale by any
Managed Accounts, or my prior recommendation was rejected.
Access Person's Representation (including Analysts): My trading in this
security is not based on any material nonpublic information. I understand that
pre-clearance will only be in effect for TWO BUSINESS DAYS from the date of the
last signature below.
<S> <C> <C>
______________________________________ _________________________ __________
Employee Name (please print Employee Signature Date
______________________________________ _________
Designated Compliance Representative Date
______________________________________ _________
Equity Review Committee Representative Date
(Investment Personnel Only)
______________________________________ _________
Ethics Committee Representative Date
(If required)
_________________________________________________________________________________________________________________
</TABLE>
34
<PAGE>
TRANSAMERICA INVESTMENT SERVICES, INC. CODE OF CONDUCT
MONTHLY TRANSACTION REPORT
MONTHLY ACCESS PERSON REPORT FOR UNREPORTED TRANSACTIONS
<TABLE>
<CAPTION>
-------- ------------------- -------------------- ---------------------------- ------- --------------
DATE SECURITY NAME SHARES/ PRINCIPAL TRANSACTION TYPE (BUY/SELL) PRICE BROKER
======== =================== ==================== ============================ ======= ==============
<S> <C> <C> <C> <C> C>
-------- ------------------- -------------------- ---------------------------- ------- --------------
-------- ------------------- -------------------- ---------------------------- ------- --------------
-------- ------------------- -------------------- ---------------------------- ------- --------------
-------- ------------------- -------------------- ---------------------------- ------- --------------
-------- ------------------- -------------------- ---------------------------- ------- --------------
-------- ------------------- -------------------- ---------------------------- ------- --------------
-------- ------------------- -------------------- ---------------------------- ------- --------------
-------- ------------------- -------------------- ---------------------------- ------- --------------
</TABLE>
