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Exhibit 99 - p(1)
Flag Investors Funds
Deutsche Banc Alex. Brown Cash Reserve Fund
Consolidated Code of Ethics
I. General
Rule 17j-1 under the Investment Company Act of 1940 (the "1940 Act")
makes it unlawful for investment company personnel and other "Access Persons" to
engage in "fraudulent, deceptive or manipulative" practices in connection with
their personal transactions in securities when those securities are held or to
be acquired by an investment company. The Rule also requires every investment
company, the investment company's investment advisor and, in certain cases, the
investment company's principal underwriter, to adopt a Code of Ethics containing
provisions "reasonably necessary to prevent" such prohibited practices.
This document constitutes the Code of Ethics required by Rule 17j-1 for
the "Funds", as defined in Appendix A. Appendix A also provides certain other
definitions for entities which are referenced in this Code of Ethics.
II. Definitions
For purposes of this Code, the following terms have the meanings set
forth as follows:
A. "Access Person" means:
1. Any director, trustee or officer of a Fund, Advisor or
Sub-Advisor(2);
2. Every "Advisory Person" of a Fund, Advisor or Sub-Advisor. An
"Advisory Person" is:
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(2) If an Advisor or Sub-Advisor is primarily engaged in a business other than
advising funds or advisory clients within the meaning of Section (a)(1)(B) of
Rule 17j-1 under the 1940 Act, "Access Person" means any director, officer or
Advisory Person of an Advisor or Sub-Advisor who, with respect to a Fund for
which such entity acts as Advisor or Sub-Advisor, makes any recommendation,
participates in the determination of which recommendation shall be made, or
whose principal function or duties relate to the determination of which
recommendation shall be made or who, in connection with his or her duties,
obtains any information concerning securities recommendations being made by such
investment advisor or sub-advisor to the Fund.
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(a) 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 Fund, or whose functions relate to the making of any
recommendations with respect to such Purchases or Sales; and
(b) any natural person in a Control relationship to a Fund,
Advisor or Sub-Advisor who obtains information concerning
recommendations made to the Fund with regard to the Purchase
or Sale of a Security by the Fund; and
3. Any director, trustee or officer of the Distributor who in the
ordinary course of his or her business makes, participates in or obtains
information regarding the Purchase or Sale of Securities for the Funds or whose
functions or duties as part of the ordinary course of his or her business relate
to the making of any recommendation to the Funds regarding any Purchase or Sale
of Securities.
B. "Beneficial Ownership" of a Security is to be determined in the same
manner as it is for purposes of Section 16a1-(a)(2) of the
Securities Exchange Act of 1934. This means that a person should
generally consider himself or herself the beneficial owner of any
securities of which he or she shares in the profits, even if he or
she has no influence on voting or disposition of the securities.
C. "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the 1940 Act. Section 2(a)(9) defines "control" as the
power to exercise a controlling influence over the management or
policies of a company, unless such power is solely the result of an
official position with such company. Ownership of 25% or more of a
company's outstanding voting securities is presumed to give the
holder thereof control over the company. Such presumption may be
countered by the facts and circumstances of a given situation.
D. "Covered Persons" means any officer, director, trustee or employee
of the Funds, Advisor, Sub-Advisors or Distributor.
E. "Disinterested Director" means a director or trustee of a Fund who
is not an "interested person" of the Fund within the meaning of
Section 2 (a)(19) of the Investment Company Act of 1940.
F. "Purchase or Sale of a Security" means obtaining or disposing of
"Beneficial Ownership" of that Security and includes, among other
things, the writing of an option to purchase or sell a Security.
G. "Security" shall have the same meaning as that set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include direct
obligations of the Government of the United States, bankers'
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acceptances, bank certificates of deposit, commercial paper and high
quality short-term debt instruments (including repurchase
agreements) and shares issued by registered, open-end investment
companies.
IV. General Principles Applicable to Covered Persons
A. Introduction
Although certain provisions of this Code of Ethics apply only to Access
Persons, all Covered Persons are subject to the prohibitions of Rule
17j-1 against fraudulent, deceptive and manipulative practices and to
the general fiduciary principles as set forth in III.B. and III.C.
below.
Every Covered Person should appreciate the need to behave in an ethical
manner with respect to the Funds. In particular, all Covered Persons
who are involved in any way with the activities of a Fund should be
wary of any potential conflicts between their duty of loyalty to a Fund
and their own financial interests, particularly with respect to their
own securities trading activities. Covered Persons should take care to
preserve the confidentiality of the Funds' business affairs. Covered
Persons who are not "Access Persons" but who become aware of proposed
fund securities transactions should not engage in transactions in those
same securities without the permission of the Secretary of the Fund.
Otherwise, Covered Persons who are not Access Persons are not limited
in their personal securities transactions by this Code, but such
Covered Persons are encouraged to consult with the Secretary of the
Funds if they have any doubts about the applicability of the Code of
Ethics to any proposed transaction.
B. Statement of General Fiduciary Principles
The following principles are the policy of the Funds and are the
obligations of all Covered Persons:
1. It is the duty of all Covered Persons at all times to place the
interests of Fund shareholders first.
2. All personal securities transactions must be conducted in such
manner as to avoid any actual or potential conflict of interest
or any abuse of an individual's position of trust and
responsibility.
3. Covered Persons must not take inappropriate advantage of their
positions or the information they acquire, with or on behalf of a
Fund, Advisor, Sub-Advisor and/or Distributor, to the detriment
of shareholders of the Funds.
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C. Fraudulent Practices
Rule 17j-1 makes it unlawful for any Covered Person, in connection with
a Fund with which such Covered Person has a relationship, to:
1. employ any device, scheme or artifice to defraud a Fund;
2. make to a Fund any untrue statement of a material fact or omit to
state to the Fund a material fact necessary in order to make the
statements made, in light of the circumstances under which they
are made, not misleading;
3. engage in any act, practice or course of business which operates
or would operate as a fraud or deceit upon a Fund; or
4. engage in any manipulative practice with respect to a Fund.
IV. Requirements Applicable to Disinterested Directors
A. Exceptions to Quarterly Transaction Report Requirement. Not
withstanding the provisions of IV.B., a Disinterested Director is
required to complete a Quarterly Transaction Report only if the
Disinterested Director knew or, in the ordinary course of fulfilling
his official duties as a Fund director or trustee should have known,
that during the 15-day period immediately before or after the
director's or trustee's transaction, such Security is or was
Purchased or Sold, or considered for Purchase or Sale, by a Fund.3
B. Quarterly Transaction Reports. Subject to the exception set forth in
IV.A., no later than 10 days following the end of the calendar
quarter to which such report relates, each Disinterested Director
shall report to the Secretary of the Funds the following information
on the form attached as Appendix B to this Code:
With respect to transactions in any Security in which such Disinterested
Director has, or by reason of such transaction acquires, any direct or indirect
Beneficial Ownership in the Security:
o the date of the transaction, title, interest rate (if applicable),
number of shares and principal amount of each Security involved;
o the type of transaction (i.e., purchase, sale or any other type of
acquisition or disposition);
o the price of the Security at which the transaction was effected;
o the name of the broker, dealer or bank with or through whom the
transaction was effected;
o the date the report was submitted.
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(3) This reporting requirement shall not be applicable to trading activity in
passively managed index funds
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V. Requirements Applicable to Advisor, Sub-Advisor and Distributors
A. The requirements of this Code of Ethics are not applicable to any
Access Person who is subject to a separate Code of Ethics adopted by
an Advisor, Sub-Advisor or Distributor of a Fund (as such terms are
defined in Appendix A), provided that:
1. such Code of Ethics complies with the requirements of Rule 17j-1
and has been approved by the Board of Directors or Trustees of
the Fund; and
2. such Advisor, Sub-Advisor or Distributor has certified to the
Board of Directors or Trustees of the Fund that it has adopted
procedures reasonably necessary to prevent Access Persons from
violating such Code of Ethics.
B. Each Advisor, Sub-Advisor and Distributor shall:
1. submit to the Fund a copy of its Code of Ethics adopted pursuant
to Rule 17j-1;
2. promptly report to the Fund in writing any material amendments
to such Code;
3. furnish to the Fund upon request (and in any event no less than
quarterly) written reports which:
a. describe any issues arising under its Code of Ethics or
procedures during the period specified including (but not
limited to) information about material violations of the
Code or procedures and sanctions imposed in response to
material violations; and
b. certify that it has adopted procedures reasonably necessary
to prevent Access Persons from violating its Code.
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APPENDIX A
ENTITY DEFINITIONS
"Fund" shall mean each of the following and any series of the following
hereafter designated:
Flag Investors Communications Fund, Inc. ("Communications")
Flag Investors Emerging Growth Fund, Inc. ("Emerging Growth")
Flag Investors Short Intermediate Income Fund, Inc. ("Short-Intermediate")
Flag Investors Value Builder Fund, Inc. ("Value Builder")
Flag Investors Real Estate Securities Fund, Inc. ("Real Estate")
Flag Investors Equity Partners Fund, Inc. ("Equity Partners")
Flag Investors Series Funds, Inc., on behalf of its Series:
Flag Investors International Equity Fund
Flag Investors Funds, Inc., on behalf of each of its Series:
Top 50 World
Top 50 Europe
Top 50 Asia
Top 50 US
European Mid-Cap Fund
Japanese Equity Fund
Flag Investors Portfolios Trust ("Portfolios Trust"), on behalf of each of its
Portfolios:
Top 50 World Portfolio
Top 50 Europe Portfolio
Top 50 Asia Portfolio
Top 50 US Portfolio
Provesta Portfolio
Japanese Equity Portfolio
Communications Portfolio
Equity Partners Portfolio
Deutsche Banc Alex. Brown Cash Reserve Fund, Inc. ("Cash Reserve"), on
behalf of each of its Series:
Prime Series
Treasury Series
Tax-Free Series
Investment Company Capital Corp. (an "Advisor") is the investment advisor to
Communications, Emerging Growth, Short-Intermediate, Value Builder, Real Estate,
Equity Partners, Portfolios Trust, on behalf of the Communications and Equity
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Partners Portfolios, and Cash Reserve, on behalf of the Prime, Treasury and
Tax-Free Series. Deutsche Funds Management (an "Advisor") is the investment
advisor to Portfolios Trust, on behalf of the Top 50 World, Top 50 Europe, Top
50 Asia, Top 50 US, Provesta and Japanese Equity Portfolios.
Alex. Brown Investment Management ("ABIM") is the sub-advisor to Communications,
Value Builder and Equity Partners and to Portfolios Trust, on behalf of the
Communications and Equity Partners Portfolios; Brown Investment Advisory & Trust
Company ("BIA") is the sub-advisor to Emerging Growth and Short-Intermediate;
LaSalle Investment Management (Securities) L.P. ("LaSalle") is the sub-advisor
to Real Estate; DWS International Portfolio Management GmbH ("DWS") is a
sub-advisor to Portfolios Trust, on behalf of the Top 50 World, Top 50 Europe,
Top 50 Asia, Provesta and Japanese Equity Portfolios. Deutsche Asset Management,
Inc. ("DAMI") is a sub-advisor to Portfolios Trust, on behalf of the Top 50 US
Portfolio. ABIM, BIA, LaSalle, DWS, and DAMI are referred to herein as the
Sub-Advisors.
ICC Distributors, Inc. ("the Distributor") is the principal underwriter for each
of the Funds.
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APPENDIX B
QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT FOR DISINTERESTED DIRECTORS
A Disinterested Director is required to complete this report ONLY IF the
Director knew or, in the ordinary course of fulfilling his official duties as a
Fund director or trustee should have known, that during the 15-day period
immediately before or after the director's or trustee's transaction, such
Security is or was Purchased or Sold, or considered for Purchase or Sale, by a
Fund. Reports are due within 10 calendar days after the end of the calendar
quarter.*
Name of Reporting Person:_______________________________________________________
Calendar Quarter Ended:_________________________________________________________
<TABLE>
<CAPTION>
Securities Transactions
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Number of
Shares, Name of Disclaim
Principal Broker, Beneficial
Name of Amount, Maturity Dealer or Ownership?
Date of Issuer and Date and Bank (indicate by
Transaction Title of Interest Rate Type of Effecting "X")
Security (if applicable) Transaction Price Transaction **
<S> <C> <C> <C> <C> <C> <C>
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</TABLE>
I certify that I have included on this report all securities transactions
required to be reported pursuant to the Code of Ethics.
______________________________ ______________________________
Signature Date
Please return this form to Felicia Emry, Deutsche Asset Management Mutual Funds
Compliance, One South Street, Baltimore, Maryland 21202. Questions should be
directed to Felicia Emry at 410-895-3826.
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* This reporting requirement shall not be applicable to trading activity in
passively managed index funds
** If you do not want this report to be construed as an admission that you have
Beneficial Ownership of a particular security, please indicate this by marking
an "X" in the box.
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