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EXHIBIT 99.p(11)
WALL STREET ASSOCIATES
CODE OF ETHICS AND STATEMENT OF
POLICY AND PROCEDURES REGARDING PERSONAL
SECURITIES TRANSACTIONS
July 10, 2000
1) Definitions
The following definitions apply for purposes of the Code and Statement in
addition to the definitions contained elsewhere herein.
a) "Access Person" means any director, officer or employee of Wall
Street Associates ("WSA") and any Advisory Person.
b) "Advisory Person" means any Employee, who, in connection with his
or her regular functions or duties, makes, participates in, or
obtains information regarding the purchase or sale of a security
by a Client, or whose functions relate to the making of any
recommendations with respect to such purchases or sales.
c) "Client" means any person or entity, including an investment
company, for which WSA serves as investment manager, adviser or
sub-adviser.
d) "Compliance Officer" refers to Jeff Jeffery, or the current
appointed Officer or his successor Compliance Officer.
e) "Employee" refers to a person who is an employee of WSA.
f) "Investment Personnel" refers to any Employee who is a Portfolio
Manager, or Access Persons, such as Securities Analysts and order
placement personnel, or those who assist in executing the
Portfolio Manager's decisions.
g) "Personal Account" refers to a brokerage account in which an
individual subject to this Code and Statement has any beneficial
ownership and a brokerage account maintained by or for:
i) such an individual's spouse (other than a legally separated
or divorced spouse),
ii) any person who resides with an Employee, or
iii) any other account (except a Client Account) with respect to
which the individual has investment discretion.
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h) "Security" has the meaning as set forth in Section 2 (a) (36) of
the Company Act and any derivative thereof, commodities, options
or forward contracts, except that it shall not include securities
issued by the Government of the United States, short-term debt
securities that are government Securities within the meaning of
Section 2(a)16 of the Company Act, bankers' acceptances, bank
certificates of deposit, commercial paper, and such other money
market instruments as are designated by the Compliance Officer.
i) "Insider Trading" refers to a person's reliance upon material
information regarding a publicly traded company in making the
determination to purchase or sell shares in that company that is
not otherwise made known to the investing public and which is
received from an officer, director or employee for the company or
individual who owns a controlling interest in the company.
2) PURPOSE
a) As a registered investment adviser and a fiduciary, WSA,
hereinafter sometimes "WSA," owes an undivided duty of loyalty to
its clients for which it serves as investment manager, adviser or
sub-adviser. WSA must avoid even the appearance of a conflict that
may compromise the trust clients have placed in WSA and must
insist on strict adherence to fiduciary standards and compliance
with all applicable federal and state Securities laws. Adherence
to this Code of Ethics and Statement of Policy and Procedures
Regarding Personal Securities Transactions (the "Code and
Statement") is a fundamental condition of service with WSA.
b) The Code and Statement is intended to comply with Rule 17j-1 under
the Investment Company Act of 1940, as amended, which requires WSA
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 WSA, itself as adviser or
sub-adviser of these companies with respect to purchases or sales
of securities held or to be acquired by the client(s), is
prohibited. As set forth in Section 3 below, this Code and
Statement applies to all Employees and all other individuals who
are Access Persons. The Code and Statement is also intended to
comply with the provisions of Rule 204-2 under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), which
requires WSA to maintain records of securities transactions in
which its personnel have any beneficial ownership.
c) This Code and Statement is intended to ensure that Personal
Account transactions are conducted in accordance with the
following principles:
i) a duty at all times to place first the interests of
Clients;
ii) the requirement that all Personal Account transactions be
conducted consistent with this Code and Statement and in a
manner that avoids any actual or potential conflict of
interest or any abuse of an individual's responsibility and
position of trust; and
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iii) the fundamental standard that WSA personnel not take
inappropriate advantage of their positions.
d) In addition to the specific prohibitions on certain Personal
Account transactions as set forth below, all Access Persons are
prohibited, in connection with the purchase or sale, directly or
indirectly, by such persons of a security held or to be acquired
by a Client, from:
i) employing any device, scheme or artifice to defraud any
Client; making to a Client any untrue statement of a
material fact or omitting to state to such Client a
material fact necessary in order to make the statements
made, in light of the circumstances under which they are
made, not misleading;
ii) engaging in any act, practice or course of business which
operates or would operate as a fraud or deceit upon any
Client;
iii) engaging in any manipulative practice with respect to any
Client; or
iv) revealing to any other person (except in the normal course
of his or her duties on behalf of a Client) any information
regarding securities transactions by any Client or the
consideration by any Client or of WSA of any such
securities transactions; or
v) serving on any board of directors, as trustees, or in any
other management capacity of any private or public company
without prior written authorization from the Compliance
Officer based upon a determination that such service would
not be inconsistent with the interests of any Client; or
vi) receiving any gift or other thing of more than de minimis
value from any person or entity that does business with WSA
on behalf of a Client, provided, however, that receipt of
the following shall not be prohibited:
- an occasional meal, reception, event or
entertainment that is not so frequent, so costly,
or so extensive as to raise any question of
impropriety;
- a meal, reception or event in conjunction with a
bona fide business meeting.
3) PROHIBITED PURCHASES AND SALES
a) ALL ACCESS PERSONS It is the responsibility of each Access Person
to ensure that a particular securities transaction being
considered for his or her Personal Account is not subject to a
restriction contained in this Code and Statement or otherwise
prohibited by any applicable laws. Personal Account transactions
for Access Persons may be effected only in a Personal Account and
in accordance with the following provisions:
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i) No Access Person may purchase or sell a security in a
Personal Account if, at the time of the transaction, the
Access Person has actual knowledge that the security is
being considered for purchase or sale for a Client, is
being purchased or sold for a Client. This restriction is
applicable to all Personal Accounts, including one for
which the Access Person has investment discretion, but no
beneficial ownership.
ii) No Access Person may purchase or sell, directly or
indirectly, any security in which the Access Person has (or
after such transaction would have) any direct or indirect
beneficial ownership unless such Access Person obtains the
prior written approval of the transaction by both a Senior
Member of the Portfolio Management Staff and the Senior
Trader on the Trading Desk. The Senior Member of the
Portfolio Management Staff and the Senior Trader (having no
personal interest in the subject transaction) may approve
the transaction if they conclude that the transaction is
not likely to have any adverse economic impact on a Client,
or on the ability to purchase or sell securities of the
same or similar class of Securities of the issuer involved.
A request for pre-clearance must be made in writing in
advance of the contemplated transaction and must state:
(a) the name of the security involved,
(b) the date or dates on which such securities are to
be acquired or sold, and
(c) an explanation of the reason(s) the Employee or
Access Person is not proposing to purchase or sell
the security or securities on behalf of the
Clients, as well.
iii) No Access Person shall profit from the purchase and sale,
or sale and purchase, of the same (or an equivalent)
Security in a Personal Securities Transaction within sixty
calendar days.
iv) No Access Person may execute or cause the execution of a
transaction in a security in which the Access Person has
(or by reason of such transaction would have) any direct or
indirect beneficial ownership, for at least seven (7) days
prior to, and seven (7) days following the day on which any
Client has a pending "buy" or "sell" order in that same or
related security until that order is executed or withdrawn.
However, if the Client's pending "sell" order in the same
or related securities disposes of all of the Client's
interest in that security, an Access Person is allowed to
sell his or her direct or beneficial interest in that
security twenty-four (24) hours after the sale of Client's
entire interest in that security has been finalized
b) INVESTMENT PERSONNEL In addition to the prohibitions set forth in
paragraph (a) of this Section, Investment Personnel shall not:
(i) acquire any direct or indirect Beneficial
Ownership in any securities in any initial public
offering.
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(ii) acquire any Beneficial Ownership in any securities
in any private placement of securities unless the
Compliance Officer and Senior Portfolio Management
Team have given express prior written approval.
Investment Personnel so authorized to acquire
securities in a private placement must disclose
that investment when they play a part in any
Client's subsequent consideration for an
investment in the issuer, and in such a case, the
decision to purchase securities of that issuer for
a Client will be subject to an independent review
by Investment Personnel with no personal interest
in such issuer;
The Compliance Officer, in determining whether
approval should be given, will take into account,
among other factors, whether the investment
opportunity should be reserved for a Client and
whether the opportunity is being offered to the
individual by virtue of his or her position with
WSA.
c) PORTFOLIO MANAGERS In addition to the requirements set forth in
paragraphs (a) and (b) of this Section, a Portfolio Manager of a
Client account shall not buy or sell a security for his Personal
Account within seven (7) days before and after that Client's
account trades in that security unless the Client's trade in the
security disposes of all of the Clients' interest in that
security, in which event the Portfolio Manager may sell the
security twenty-four (24) hours after the sale of Clients' entire
interest in that security.
4) REPORTING
a) ALL EMPLOYEES All employees must file with the Compliance Officer
a listing of all securities in which they have Beneficial
Ownership, and upon commencement of employment with WSA and while
so employed maintain on a current basis, a list of all of their
Personal Accounts. They also must direct their brokers to submit
to the Compliance Officer a duplicate copy of the confirmation of
each securities transaction in a Personal Account and a copy of
the monthly statements for each Personal Account. Any employee who
has not engaged in any reportable transaction during a quarter
shall, within ten (10) days of the end of the quarter, so certify
to the Compliance Officer in writing. In addition, each employee
shall file an annual holding report regardless of whether any
transactions occurred during the year. This is to include any
securities held by any broker, dealer or bank with whom the access
person maintains an account.
b) The Compliance Officer shall maintain the confirmations, trade
authorization sheets and periodic statements required by paragraph
(a) above and such other records, if any, as are required by Rule
17j-1 under the Company Act and Rule 204-2 under the Advisers Act.
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All reports furnished pursuant to this Section will be kept
confidential, subject to the rights of inspection by the
Compliance Officer, the Securities and Exchange Commission and by
other third parties pursuant to applicable law.
c) Each person subject to this Code and Statement must certify upon
commencement of employment that he or she has read and understands
this Code and Statement as amended, recognizes that he or she is
subject thereto and has complied with its provisions and disclosed
or reported all Personal Account transactions required to be
disclosed or reported by this Code and Statement.
5) SANCTIONS
Upon discovery of a violation of this Code and Statement, WSA, with the
advice of the Compliance Officer and the Company's expert counsel, may
impose such sanctions as it deems appropriate, including, but not
limited to, censure, suspension or termination of service. Individuals
subject to this Code and Statement who fail to comply with this Code
and Statement may also be violating the federal Securities laws and
other federal and state laws. Any such person who is suspected of
violating this Code and Statement should be reported immediately the
Compliance Officer.
