AMERICAN SKANDIA TRUST
CODE OF ETHICS
WHEREAS, AMERICAN SKANDIA TRUST (the "Trust") is a registered
investment company under the Investment Trust Act of 1940, as amended (the
"ICA"); and
WHEREAS, Rule 17j-i under the ICA requires the Trust, the investment
advisor, and the distributor of the Trust to adopt a Code of Ethics.
NOW, THEREFORE, the Trust hereby adopts the following Code of Ethics,
as amended, this 1st day of June, 2000.
DEFINITIONS
For the purposes of this Code of Ethics the following terms shall have
the meanings set forth below:
(a) "Access Person" means any director, officer, or advisory person of
the Trust; provided, however, that any persons who are access persons of the
investment adviser or distributor for the Trust, and who reports his or her
securities transactions to such investment adviser or distributor in accordance
with Rule 17j-i of the ICA, shall not be deemed an access person of the Trust
required to report pursuant to this Code of Ethics. The President of the Trust
will maintain a list of all access persons (and of all persons who would be
access persons but for the exception set forth above regarding access persons of
other companies), and will notify each access person in writing that such person
is an access person. Once a person has been so identified he or she shall
continue to be an access person until otherwise notified in writing by the
President provided, however, if such person is an access person solely because
he or she is a director of the Trust, such person shall cease to be an access
person at the time such person ceases to be a director. Each access person shall
receive a copy of this Code.
(b) "Advisory Person" means
(i) any employee of the Trust, its investment advisor or
distributor (or of any entity in a control relationship with the Trust, its
investment advisor or distributor, as defined in (e) hereof) who, in connection
with his or her regular functions or duties, makes, participates in, or obtains
information (other than publicly available information) regarding the purchase
or sale of a security by the Trust, or whose functions relate to the making of
any recommendation with respect to such purchases or sales; and
(ii) any natural person who controls the Trust or its
investment adviser and who obtains information (other than publicly available
information) concerning recommendations made to the Trust with regard to the
purchase or sale of securities.
(c) "Affiliated Persons" or "Affiliates" means
(i) any employee or access person of the Trust, and any member
of the immediate family (defined as spouse, child, mother, father, brother,
sister, in-law or any other relative) of any such person who lives in the same
household as such person or who is financially dependent upon such person;
(ii) any account for which any of the persons described in
(c)(i) hereof is a custodian, director or otherwise acting in a fiduciary
capacity, or with respect to which any such person either has the authority to
make investment decisions or from time to time gives investment advice; and
(iii) any partnership, corporation, joint venture, trust or
other entity in which any employee of the Trust or access person of the Trust
directly or indirectly, in the aggregate, has a 10% or more beneficial interest
or for which any such person is a general partner or an executive officer.
(d) "Beneficial ownership of a security" by any person includes
securities held by: (a) a spouse, minor children or relatives who share the same
home with such person; (b) an estate for such person's benefit; (c) a trust, of
which (i) such person is a director or such person or members of such person's
immediate family have a vested interest in the income or corpus of the trust, or
(ii) such person owns a vested beneficial interest, or (iii) such person is the
settlor and such person has the power to revoke the trust without the consent of
all the beneficiaries; (d) a partnership in which such person is a partner; (e)
a corporation (other than with respect to treasury shares of the corporation) of
which such person is an officer, Director or 10% stockholder; (f) any other
person if, by reason of contract, understanding, relationship, agreement or
other arrangement, such person obtains therefrom benefits substantially
equivalent to those of ownership; or (g) such person's spouse or minor children
or any other person, if, even though such person does not obtain therefrom the
above-mentioned benefits of ownership, such person can vest or revest title in
himself at once or at some future time. A beneficial owner of a security also
includes any person who directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has or shares voting
power and/or investment power with respect to such security. Voting power
includes the power to vote, or includes the power to dispose, or to direct the
disposition of such security.
(e) "Control" means the power to exercise a controlling influence over
the management or policies of a corporation. Any person who owns beneficially,
either directly or through one or more controlled corporations, more than 25% of
the voting securities of a corporation shall be presumed to control such
corporation.
(f) "Covered Security" means any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest or participation in
any profit-sharing agreement, collateral-trust certificate, reorganization
certificate or subscription, transferable share, investment contract,
voting-trust certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas, or other mineral rights, any put, call,
straddle, option, or privilege on any security (including a certificate of
deposit) or on any group or index of securities (including any interest therein
or based on the value thereof), or any put, call, straddle, option, or privilege
entered into on a national securities exchange relating to foreign currency, or,
in general, any interest or instrument commonly known as a "security," or any
certificate of interest or participation in, temporary or interim certificate
for, receipt for, guarantee of, or warrant or right to subscribe to or purchase,
any of the foregoing, provided, however, that "covered security" shall not mean
securities issued or guaranteed by the Government of the United States, bankers'
acceptances, bank certificates of deposit, commercial paper, high quality
short-term debt instruments (including repurchase agreements), and shares of
registered open-end investment companies.
(g) "Investment Personnel" means an employee of the Trust (or of any
entity in a control relationship with the Trust as defined in (e) hereof) who in
connection with his or her regular functions and duties, makes or participates
in making recommendations regarding the purchase or sale of securities by the
Trust; and any natural person who controls the Trust and who obtains information
concerning recommendations regarding the purchase or sale of securities by the
Trust.
(h) "Initial Public Offering" means an offering of securities registered under
the Securities Act of 1933 ("Securities Act"), the issuer of which, immediately
before the registration, was not subject to the reporting requirements of
Sections 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act").
(i) "Limited Offering" is an offering that is exempt from registration
under the Securities Act pursuant to Section 4(2) or Section 4(6) or pursuant to
Rule 504, Rule 505, or Rule 506 under the Securities Act.
(j) "Purchase or sale of a covered security" includes the writing of an
option to purchase or sell a security.
(k) "Security held or to be acquired" by the Trust means any covered
security which, within the most recent fifteen (15) days, (i) is or has been
held by the Trust, or (ii) is being or has been considered by the Trust for
purchase by the Trust.
I. Compliance with Governing Laws, Regulations and Procedures
All employees of the Trust and the investment advisor and distributor
to the Trust shall have and maintain knowledge of and shall comply strictly with
all applicable Federal and state laws and all rules and regulations of any
governmental agency or self-regulatory organization governing his or her
activities.
Each employee will be given a copy of the Code of Ethics at the time of
his or her employment.
Each employee shall comply with all laws and regulations relating to
the use of material non-public information. Trading on "inside information" of
any sort, whether obtained in the course of research activities, through a
client relationship or otherwise, is strictly prohibited.
All employees shall comply strictly with procedures established by the
Trust to ensure compliance with applicable Federal and state laws and
regulations adopted by governmental agencies and self-regulatory organizations.
The employees shall not knowingly participate in, assist, or condone any acts in
violation of any statute or regulation governing securities matters, nor any act
which would violate any provision of this Code of Ethics, or any rules adopted
thereunder.
Each employee having supervisory responsibility shall exercise
reasonable supervision over employees subject to his or her control, with a view
to preventing any violation by such persons of applicable statutes or
regulations, the Trust's procedures or the provisions of the Code of Ethics.
Any employee encountering evidence that acts in violation of applicable
statutes or regulations or provisions of the Code of Ethics have occurred shall
report such evidence to the Board of Trustees (the "Trustees") of the Trust.
While the employees of the various sub-advisors to the Trust are not
subject to this Code of Ethics generally, each sub-advisor will provide to the
Trust and its investment advisor a copy of the sub-advisor's code of ethics, and
will notify the Trust and its investment advisor, no less frequently than
quarterly, of any material violations of such code of ethics.
II. Confidentiality of Transactions
Information relating to the Trust's portfolio and research and studies
activities is confidential until publicly available. Whenever statistical
information or research is supplied to or requested by the Trust, such
information must not be disclosed to any persons other than persons designated
by the President of the Trust or the Trustees. If the Trust is considering a
particular purchase or sale of a security for the Trust, this must not be
disclosed except to such duly authorized persons.
Any employee authorized to place orders for the purchase or sale of
securities on behalf of the Trust shall take all steps reasonably necessary to
provide that all brokerage orders for the purchase and sale of securities for
the account of the Trust will be so executed as to ensure that the nature of the
transactions shall be kept confidential until the information is reported to the
Securities and Exchange Commission or the Trust's shareholders in the normal
course of business.
If any employee of the Trust or access person should obtain information
concerning the Trust's portfolio (including, the consideration by the investment
advisor of acquiring, or recommending any security for the Trust's portfolio),
whether in the course of such person's duties or otherwise, such person shall
respect the confidential nature of this information and shall not divulge it to
anyone unless it is properly part of such person's services to the Trust to do
so or such person is specifically authorized to do so by the President of the
Trust.
III. Ethical Standards
Every officer and employee, in making any investment recommendation or
taking any investment action, shall exercise diligence and thoroughness, and
shall have a reasonable and adequate basis for any such recommendations or
action.
No officer or employee shall undertake independent practice for
compensation in competition with the Trust.
The officers, employees and access persons and their respective
affiliates, shall conduct themselves in a manner consistent with the highest
ethical standards. They shall avoid any action, whether for personal profit or
otherwise, that results in an actual or potential conflict of interest, or the
appearance of a conflict of interest, with the Trust or which may be otherwise
detrimental to the interests of the Trust.
No officer, director or employee shall improperly use for such person's
personal benefit any knowledge, whether obtained through such person's
relationship with any adviser or administrator to the Trust, or otherwise, of
any investment recommendation made or to be made or of any investment action
taken or to be taken by the Trust.
No officer, director or employee shall disclose any non-public
information relating to the Trust's portfolio or transactions, nor shall any
officer, director or employee disclose any non-public information relating to
the business or operations of the Trust unless properly authorized to do so.
Any officer or employee having discretion as to the selection of
broker-dealers to execute securities transactions for the Trust shall select
broker-dealers solely on the basis of the services provided directly or
indirectly by such broker-dealers to the Trust. An officer or employee shall
not, directly or indirectly, receive a fee or commission from any source in
connection with the sale or purchase of any security for the Trust.
In addition, the Trust shall take all actions reasonably calculated to
ensure that it engages broker-dealers to transact business with the Trust whose
partners, officers and employees, and their respective affiliates, will conduct
themselves in a manner consistent with the provisions of this Section III.
Conflicts of interest generally result from a situation in which an
individual has personal interests in a matter that is or may be competitive with
his responsibilities to another person or entity (such as the Trust) or where an
individual has or may have obligations or responsibilities to two or more
persons or entities. In the case of the relationship between the Trust on the
one hand, and its employees and access persons and their respective affiliates,
on the other hand, such conflicts may result from the purchase or sale of
securities for the account of the Trust and for the account of any affiliated
person or from the purchase or sale for the account of the Trust of securities
in which an access person or employee of the Trust or his or her affiliates has
an interest. In these cases, all potential or actual conflicts must be disclosed
and the first preference and priority must be to avoid such conflicts of
interest wherever possible and, where they unavoidably occur, to resolve them in
a manner not disadvantageous to the Trust.
IV. Activities and Transactions of Access Persons
(a) No access person shall recommend to, or cause or attempt to cause,
the Trust to acquire, dispose of, or hold any security (including, any option,
warranty or other right or interest relating to such security) which such access
person or an affiliate of such access person has direct or indirect beneficial
ownership unless the access person shall first disclose in writing to the
Trustees all facts reasonably necessary to identify the nature of the ownership
of such access person or his or her affiliate in such security.
(b) No access person shall knowingly purchase or sell any security
which said person intends to recommend for purchase or sale by the Trust until
the Trust has completed all of its intended trades in said security.
(c) No access person or affiliate of such access person shall engage in
a purchase or sale of a security (including any option, warrant or other right
or interest relating to such security) held or to be acquired by the Trust,
other than on behalf of the Trust unless such transaction is:
(i) only remotely potentially harmful to the Trust because it would be
unlikely to affect trading in or the market value of the security; or
(ii) non-volitional on the part of the access person; or
(iii) clearly not related economically to a security to be acquired,
dispose of or held by the Trust; or
(iv) in light of all relevant facts and circumstances, otherwise not
disadvantageous to the Trust.
(d) In order to ensure compliance with Section IV(c) hereof, but
subject to the exceptions set forth in Section IV(f) hereof, no access person or
affiliate of an access person shall knowingly engage in a purchase or sale of a
security held or to be acquired by the Trust (other than on behalf of the Trust)
without first obtaining the written authorization of the Trustees or the
designated compliance officer. Such transactions shall not be authorized by the
Trustees or the designated compliance officer, unless it or he shall determine,
in its or his discretion, that such transactions would be permissible under
Section IV(c) in terms of their effect on the Trust or are non-volitional on the
part of the access person.
(e) If, in compliance with the limitations and procedures set forth in
this Section IV, any access person or an affiliate of such person shall engage
in a purchase or sale of a security held or to be acquired by the Trust, first
preference and priority must be given to any transactions which involve the
Trust, and the Trust must have the benefit of the best price obtainable on
acquisition and the best price obtainable on disposition of such securities.
(f) If, as a result of fiduciary obligations to other persons or
entities, and access person believes that such person or an affiliate of such
person is unable to comply with certain provisions of the Code, such access
person shall so advise the Trustees or the designated compliance officer in
writing, setting forth with reasonable specificity the nature of such fiduciary
obligations and the reasons why such access person believes such person is
unable to comply with any such provisions. The Trustees or the designated
compliance officer may, in its or his discretion, exempt such access person or
an affiliate of such person from any such provisions, if it/he shall determine
that the services of such access person are valuable to the Trust and the
failure to grant such exemptions is likely to cause such access person to be
unable to render services to the Trust. Any access person granted an exemption
(including, an exception for an affiliate of such person), pursuant to this
Section IV(f) shall, within three business days after engaging in a purchase or
sale of a security held or to be acquired by a client, furnish the Trustees or
the designated compliance officer with a written report concerning such
transaction, setting forth the information specified in Section V(c) hereof.
(g) From time to time, trustees, officers or employees of the Trust may
establish special or "insider" relationships with one or more issuers of
securities (i.e., the director, officer or employee may become and officer or
director of an issuer, a member of a creditors committee which engages in
material negotiations with an issuer, etc.). In such cases, the Trustees or the
designated compliance officer of the Trust may include such issues on a
restricted list containing the names of issuers whose securities are not
eligible for purchase or sale by the Trust or by access persons.
V. Reporting Procedures
(a) Except as provided in Section V(e) hereof, each person shall within
ten days of their initially being identified as an access person report to the
Trustees or the designated compliance officer the information described in
Section V(d) hereof with respect to all Covered Securities in which such access
person had any direct or indirect beneficial ownership as of the date of such
identification (whether or not any such Covered Security is a security held or
to be acquired by the Trust) ("Initial Report"); provided, however, that such
Initial Report may contain a statement that the report shall not be construed as
an admission by the person making such report that he has any direct or indirect
beneficial ownership in the security to which the report relates.
(b) Except as provided by Section V(e) hereof, every access person
shall report to the Trustees or the designated compliance officer the
information described in Section V(c) hereof with respect to transactions in any
Covered Security in which such access person has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership in the
security (whether or not such security is a covered security held or to be
acquired by the Trust); provided, however, that such report may contain a
statement that the report shall not be construed as an admission by the person
making such report that he has any direct or indirect beneficial ownership in
the security to which the report relates; and, provided, however, that no report
is required if such person is not an "interested person" of the Trust within the
meaning of Section 2(a)(19) of the ICA, and would be required to make such
report solely by reason of being a Director and except where such Director knew
or, in the ordinary course of fulfilling his official duties as a Director of
the Trust, should have known that during the 15-day period immediately preceding
or after the date of the transaction in a security by the Director, such
security is or was purchased or sold, or considered for purchase or sale by the
Trust.
(c) Every report required to be made pursuant to Section V(b) hereof
shall be made not later than ten days after the end of the calendar quarter in
which the transaction to which the report relates was effected, and shall
contain the following information:
(i) The date of transaction, the title and the number of shares, and
the principal amount of each security involved;
(ii) The nature of the transaction (i.e., purchase sale or any other
type of acquisition or disposition);
(iii) The price at which the transaction was effected; and
(iv) The name of the broker, dealer or bank with or through whom the
transaction was effected.
(d) Each access person shall report to the Trustees or the designated compliance
officer annually the following information, which information must be current as
of a date no more than 30 days before the report is submitted:
(i) The title, number of shares and principal amount of each Covered
Security in which the access person had any direct or indirect beneficial
ownership; and
(ii) The name of any broker, dealer or bank with whom the access
person maintains an account in which any securities are held for the direct
or indirect benefit of the access person.
(iii) A statement that he or she (1) has reviewed and understands the
Code of Ethics, (2) recognizes that he or she is subject to it, and (3) if
such access person was subject to the Code of Ethics during the past year,
has complied with its requirements, including the requirements regarding
reporting of personal securities transactions.
(e) Notwithstanding the provisions of Section V(b) and (c) hereof, no
person shall be required to make a report with respect to transactions effected
for any account over which such person does not have any direct or indirect
influence or control.
(f) All access persons shall direct any brokerage firm, bank or other
concern at which the access person has a brokerage account or affiliated
brokerage account to supply the Trustees or the designated compliance officer,
on a timely basis, duplicate copies of the confirmation of all securities
transactions in such account and copies of all periodic statements for such
account. All access persons, except a Director of the Trust who is not an
"interested person" of the Trust within the meaning of Section 2(a)(19) of the
ICA and would not be required to make reports under this Section V solely by
reason of being a Director (unless such Director knew or, in the ordinary course
of fulfilling his official duties as Director, should have known that during the
15-day period immediately preceding or after the date of the transaction in a
security by the Director, such security is or was purchased or sold, or
considered for purchase or sale by the Trust), and such other persons as the
Trustees shall determine shall promptly inform the Trustees or the designated
compliance officer of any newly established brokerage account or affiliated
brokerage account at any brokerage firm, bank or other concern.
VI. Pre-approval Procedures
(a) Investment Personnel, if any, must obtain prior approval before directly or
indirectly acquiring any beneficial ownership in securities (such securities not
being limited to Covered Securities) in an Initial Public Offering ("IPO") or a
Limited Offering ("LO").
(b) All requests for pre-approval shall be directed to the Trustees or to the
designated compliance officer to determine whether purchasing securities in IPOs
or LOs raise the types of conflicts of interest that Rule 17j-1 under the ICA is
designed to address. Such requests for pre-approval shall not be unreasonably
withheld if it is determined that no such conflicts of interest exist in
connection with the purchase.
VII. Review Procedures
(a) The reports submitted by access persons pursuant to Sections V(a),
(b) and (d) hereof shall be reviewed by the Trustees or the designated
compliance officer, or such other persons or committees as shall be designated
by the Trustees, in order to monitor compliance with this Code of Ethics. All
failures to comply with this Code of Ethics shall be reported to and reviewed by
the Trustees.
(b) With respect to any violation of this Code of Ethics, the Trustees
may take any preventive, remedial or other action which it may deem appropriate.
In determining whether or not there has been, or may be, a conflict of interest
between the Trust and any person subject to this Code of Ethics, the Trustees
shall consider all of the relevant facts and circumstances.
VIII. Sanctions
(a) Persons violating the provisions of this Code of Ethics or any rules
thereunder may be subject to sanctions, which may include, among other things,
restrictions on such person's personal securities transactions, a letter of
censure, or suspension or termination of the employment of such person.
(b) If it is determined by the Trustees that a violation of this Code
of Ethics has occurred and that the person violating this Code of Ethics has
purchased or sold a security at a more advantageous price than that obtained by
the Trust, the Trust shall be entitled to the more advantageous price. The price
adjustment paid by such person to the Trust shall be limited to the lesser of
the number of shares purchased or sold by the person or the number of shares
purchased or sold by the Trust. If this cannot be consummated, then the Trustees
shall take such other course of action as it may deem appropriate.
