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EXHIBIT (p)(4)
Code of Ethics of AXA Investment Managers GS Ltd.
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[LOGO]
CODE OF ETHICS
OF
AXA INVESTMENT MANAGERS GS LIMITED
EFFECTIVE FROM MARCH 1, 2000
PART 1 - INTRODUCTION
PURPOSE
As an investment manager and adviser, AXA Investment Managers GS Ltd ("AXA IM
GS") and its employees have fiduciary obligations to place the interests of
clients before their own. AXA IM GS and its employees are also subject to the
securities laws and regulatory requirements of the countries where it operates.
AXA Investment Managers ("AXA IM") expects its employees to adhere to high
ethical standards as well as to all applicable legal requirements.
This code of ethics has been adopted by the board of AXA IM GS, to take effect
from March 1, 2000, to secure these objectives and to fulfil its obligations
under the amended Rule 17j-1 which became effective, subject to transitional
provisions, on October 29, 1999.
RULE 17j-1
AXA IM GS is registered as an investment adviser with the US Securities and
Exchange Commission ("SEC"), and serves as investment adviser or sub-adviser to
US registered investment companies ("FUNDS").
As an investment adviser to US registered investment companies, AXA IM GS is
subject to Rule 17j-1 under the US Investment Company Act of 1940 ("THE
1940 ACT"), which addresses the conflicts of interest that arise from personal
trading activities of investment personnel. This in part requires each
investment adviser of a Fund to adopt a written code of ethics containing
provisions reasonably necessary to prevent its Access Persons from engaging in
the following unlawful actions in relation to the purchase or sale, directly or
indirectly, of a Security Held or to be Acquired by the Fund:
(1) To employ any device, scheme or artifice to defraud the Fund;
(2) To make any untrue statement of a material fact to the Fund or omit to
state a material fact necessary in order to make the statements made to the
Fund, in light of the circumstances under which they are made, not
misleading;
(3) To engage in any act, practice or course of business that operates or
would operate as a fraud or deceit on the Fund; or
(4) To engage in any manipulative practice with respect to the Fund.
For this purpose, a SECURITY HELD OR TO BE ACQUIRED by a Fund means any Covered
Security which, within the most recent 15 days (A) is or has been held by the
Fund; or
(B) is being or has been considered by the Fund or its investment
adviser for purchase by the Fund; and any option to purchase or sell, and any
security convertible into or exchangeable for, a Covered Security as described
above.
The board of directors of a Fund, including a majority of independent
directors, must approve the code of ethics of each investment adviser, and any
material changes within 6 months of adoption, having first received
certification from the investment adviser that it has adopted procedures
reasonably necessary to prevent Access persons form violating its code.
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PART 2 - SCOPE
APPLICATION TO ACCESS PERSONNEL
THIS CODE OF ETHICS APPLIES TO ALL AXA INVESTMENT MANAGERS ("AXA IM") GROUP
PERSONNEL WHO ARE DESIGNATED AS ACCESS PERSONS BECAUSE OF THE ACTIVITIES WHICH
THEY UNDERTAKE FOR AXA IM GS.
Applying the definition in Rule 17j-1, AXA IM GS regards the following
categories of person are regarded as ACCESS PERSONS:
- Directors of AXA IM GS;
- INVESTMENT PERSONNEL, being Employees who, in connection with their regular
duties, make, participate in or obtain information regarding the purchase
or sale of investments, or whose functions relate to the making of any
recommendations with respect to such purchases or sales.
COVERED SECURITIES
The definition of COVERED SECURITIES in rule 17j-1 and section 2(a)(36) of the
1940 Act is broadly drawn, and for the purposes of this code includes any
financial investment or security, including derivatives, except:
- Sovereign government bonds;
- Bank cash accounts;
- Open-ended investment funds.
DIRECT AND INDIRECT INTERESTS
The personal trading provisions of this code apply to any Covered Securities in
which an Access Person has a DIRECT OR INDIRECT INTEREST, which for the purposes
of this code includes:
- The Access Person and his/her immediate family, comprising any current
spouse or cohabitation partner, and minor children residing with the Access
Person;
- Any personal or family trust of which any of the above is a beneficiary;
- Any company of which the Access Person, together with his/her immediate
family, directly or indirectly controls 10% or more of the share capital;
- Any trust, charity or company of which the Access Person is a trustee/
director, unless the trustees/directors have appointed external investment
advisers and do not themselves take investment decisions.
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PART 3 - CODE
GENERAL REQUIREMENTS
You must:
- place the interests of clients before your own;
- conduct all personal securities transactions in a manner that avoids any
actual or potential conflict of interest, or any abuse of your position of
responsibility or trust;
- comply with all applicable legal and regulatory requirements, including
those relating to insider trading;
- respect the confidentiality of clients' affairs;
- seek advice from a Compliance Officer if you are in doubt about your
compliance obligations.
You must not:
- take inappropriate advantage of your position;
- solicit any gifts or hospitality from any third party;
- accept any gift of more than de minimis value from any third party;
- accept any business hospitality, the nature or cost of which is
unreasonable, having regard to market practice and the importance of
preserving the good reputation of AXA IM;
- mislead a client by making any untrue statement of a material fact or by
omitting to state a material fact;
- engage in any other act or practice which would defraud a client;
- serve on the board of directors of a publicly traded company without
written approval on behalf of the board of directors of AXA IM GS
PRE-CLEARANCE REQUIREMENTS
You must obtain prior written clearance from a Compliance Officer before
purchasing or selling any Covered Security whatsoever, including particularly
any initial public offering or private placement.
This pre-clearance requirement does not apply to non-volitional transactions
(for example pursuant to a dividend reinvestment plan or the exercise of
pro-rata issued rights), or to AXA or AXA IM shares or options acquired as
remuneration or under a company investment plan.
Compliance Officers will approve or refuse requests for clearance in
accordance with AXA IM personal dealing procedures currently in force, which
are designed to ensure compliance with US and local regulatory requirements.
Where written approval is given this will be valid for a specified period of
time. The decision of a Compliance Officer is final and Compliance Officers
are not required to give any reason where a request is refused.
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REPORTING REQUIREMENTS
YOU MUST SUBMIT THE FOLLOWING REPORTS
<TABLE>
<CAPTION>
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REPORT CONTENT TIMING
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<S> <C> <C>
Initial holdings report - Title, number of shares and - First report due by January 30,
principal amount of all 2001, or for new Access
Covered Securities in which a Persons no later than 10 days
direct or indirect beneficial after becoming an Access
interest is held. Person.
- Name of any broker, dealer or
bank at which a securities
account is held.
- Date report submitted.
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Quarterly transaction reports - Transaction date. - To be submitted no later than
- Security. 10 days after the end of a
- Principal amount of security. calendar quarter.
- Nature (eg purchase or sale). - Nil returns are required.
- Price - First report due by April 10, 2001.
- Name of broker. - AXA IM GS requires this
- Date report submitted. report to be made in addition to
any confirmations of individual
transactions made at the time of
trading.
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Annual holdings report - Title, number of shares and - Holdings as at December 31 to
principal amount of all be submitted no later than the
Covered Securities in which a following January 30.
direct or indirect beneficial - First report as at December 31,
interest is held. 2000 due by January 30, 2001.
- Name of any broker, dealer or
bank at which a securities
account is held.
- Date report submitted.
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Annual verification Annual certification that you - To be submitted annually no
have: later than January 30.
- Read and understood this - First certificate due by January
code and that you are subject 30, 2001.
to it;
- Complied with its provisions;
- Reported all holdings and
transactions required to be
reported.
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</TABLE>
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PART 4 - VIOLATION AND SANCTIONS
THE VIOLATION OF ANY PROVISION OF THIS CODE BY A PERSON SUBJECT TO IT IS A
SERIOUS MATTER, WHICH COULD INVOLVE THAT PERSON ALSO BEING IN VIOLATION OF
FIDUCIARY OBLIGATIONS, US FEDERAL AND DOMESTIC SECURITIES LAWS OR OTHER LEGAL OR
REGULATORY REQUIREMENTS.
Any person suspecting a breach of this code should report this suspicion
immediately to the Compliance Officer.
Any Access Person reasonably believed to have violated this code is subject to
the imposition of any lawful sanction deemed appropriate by his/her management
or by the directors of AXA IM GS, including censure, suspension, termination of
employment and disgorgement of any profits made or losses avoided by reason of
that violation.
The Compliance officer will submit reports to the quarterly meetings of the
board of directors of AXA IM GS identifying all material violations of this
code, and any sanctions imposed.
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