AMERICAN SKANDIA INVESTMENT SERVICES, INCORPORATED
CODE OF ETHICS
WHEREAS, AMERICAN SKANDIA INVESTMENT SERVICES, INCORPORATED ("ASISI")
is a registered investment advisor under the Investment Adviser's Act of 1940,
as amended; and
WHEREAS, Rule 17j-1 under the Investment Company Act of 1940, as
amended ("ICA") requires the investment advisor of a registered investment
company to adopt a Code of Ethics; and
WHEREAS, various sub-advisers, rather than ASISI, make portfolio
management decisions with respect to investment companies for which ASISI serves
as Investment Manager, and employees, officers, and directors of ASISI generally
do not learn of such decisions before the execution of transactions effecting
those decisions;
NOW, THEREFORE, ASISI hereby adopt the following Code of Ethics, as
amended, on this 29th day of February, 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
ASISI. The president of ASISI, or his or her designate, will maintain a list of
all Access Persons, 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, or his or her designate, provided, however, if such person is an
Access Person solely because he or she is a director of ASISI, 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 director, officer or employee of ASISI (or of any
entity in a control relationship with ASISI as defined in (d) 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 for a registered investment company under the ICA
("Client Company"), or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and
(ii) any natural person directly or indirectly owning,
controlling, or holding with power to vote, 25% or more of the outstanding
voting securities of a registered investment company for which ASISI is the
investment advisor, or who obtains information (other than publicly available
information) concerning recommendations made by ASISI with regard to the
purchase or sale of a security.
(c) "Affiliated Persons" or "Affiliates" means
(i) any director, officer or employee or Access Person of
ASISI or a Client Company, 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, trustee or otherwise acting 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 director, officer or employee of ASISI or a Client
Company or Access Person of ASISI or a Client Company 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) "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.
(e) "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, pre-organization
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, 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 "security" shall not mean securities issued
by the Government of the United States, bankers' acceptances, bank certificates
of deposit, commercial paper and shares of registered open-end investment
companies.
(f) "Purchase or sale of a security" includes the writing of an option to
purchase or sell a security.
(g) "Security held or to be acquired" by a client means any security which,
within the most recent fifteen (15) days, (i) is or has been held by a Client
Company, or (ii) is being or has been considered by ASISI or a Client Company
for purchase by such company.
(h) "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 trustee 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 direct the voting of such security, and
investment power includes the power to dispose, or to direct the disposition of
such security. A person is the beneficial owner of a security if he has the
right to acquire beneficial ownership of such security at any time within sixty
(60) days.
I. COMPLIANCE WITH GOVERNING LAWS, REGULATIONS AND PROCEDURES
All directors, officers or employees of ASISI 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 director, officer or employee will be given a copy of the Code of
Ethics at the time of his or her employment and each Access Person is required
to submit a statement at least annually 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.
Each director, officer and employee shall comply with all laws and
regulations relating to the use of material non-public information. Trading on
"inside information" of any sort, or passing on such information or
recommendations based on such information, whether obtained in the course of
research activities, through a client relationship, contract owner relationship,
broker relationship, investment advisor relationship or otherwise, is strictly
prohibited.
All directors, officers or employees of ASISI shall comply strictly
with procedures established by ASISI to ensure compliance with applicable
Federal and state laws and regulations governmental agencies and self-regulatory
organizations. The directors, officers or 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 director, officer or 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, ASISI's procedures or the provisions of the Code of
Ethics.
Any director, officer or 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 Directors of
ASISI, or to a person or persons designated by its Board of Directors.
II. CONFIDENTIALITY OF TRANSACTIONS
Information relating to the portfolio of a company for which ASISI is
the investment advisor, including research and statistical studies, is
confidential until publicly available. Whenever statistical information or
research is supplied to or requested by a company for which ASISI is the
investment advisor, such information must not be disclosed to any persons other
than persons designated by the President or the Board of Trustees of the Client
Company. If such company is considering a particular purchase or sale of a
security for such company, this must not be disclosed except to such duly
authorized persons.
Any officer or employee authorized to place orders for the purchase or
sale of securities on behalf of such company shall take all steps reasonably
necessary to provide that all brokerage orders for the purchase and sale of
securities for the account of such company 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 Client Company's
shareholders in the normal course of business.
If any director, officer or employee of ASISI or Access Person should
obtain information concerning the Client Company's portfolios (including, the
consideration by ASISI of acquiring, or recommending any security for the Client
Company'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 ASISI or the Client Company to do so, or such person is specifically
authorized to do so by the President of one of ASISI or the Client Company, nor
shall such person recommend to others the purchase or sale of securities based
on such confidential information.
III. ETHICAL STANDARDS
In making any investment recommendation or taking any investment
action, each director, officer or employee shall exercise diligence and
thoroughness, and shall have a reasonable and adequate basis for any such
recommendations or action.
No director, officer or employee shall undertake independent practice
for compensation in competition with ASISI or a Client Company.
The directors, officers, employees or 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 ASISI or which may
be otherwise detrimental to the interests of ASISI or a Client Company.
No officer, director or employee shall improperly use for such person's
personal benefit any knowledge, whether obtained through such person's
relationship with ASISI or an investment company or otherwise, of any investment
recommendation made or to be made or of any investment action taken or to be
taken by ASISI.
No officer, director or employee shall disclose any non-public
information relating to the such Client Company's portfolio or transactions, nor
make recommendations to others based on such non-public information, nor shall
any officer, director or employee disclose any non-public information relating
to the business or operations of such Client Company unless properly authorized
to do so.
Any director, officer or employee having discretion as to the selection
of broker-dealers to execute securities transactions for ASISI or a Client
Company shall select broker-dealers solely on the basis of the services provided
directly or indirectly by such broker-dealers to ASISI or a Client Company. An
officer or employee shall not, directly or indirectly, receive a fee or
commission or other compensation or value from any source in connection with the
sale or purchase of any security for such Client Company.
In addition, ASISI shall take all actions reasonably calculated to
ensure that it engages broker-dealers to transact business whose partners,
officers and employees, and their respective affiliates, will conduct themselves
in a manner consistent with the provisions of this Section III.
Every director, officer, employee or Access Person of ASISI who own
beneficially, directly or indirectly, 1/2% or more of the stock of any
corporation is required to report such holdings to the Board of Directors of
ASISI.
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 or where an individual has or
may have competing obligations or responsibilities to two or more persons or
entities. In the case of the relationship between ASISI on the one hand, and its
directors, 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 a Client Company and for the account of any affiliated person
or from the purchase or sale of the account of a Client Company of securities in
which an Access Person or employee of a Client Company 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 ASISI or a Client Company.
IV. ACTIVITIES AND TRANSACTIONS OF ACCESS PERSONS
(a) No Access Person shall recommend to, or cause or attempt to cause,
ASISI or a Client Company 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 his or her Board of Directors 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 a Client Company
until a Client Company 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), other than on behalf of ASISI or a
Client Company, held or to be acquired by ASISI or a Client Company, unless such
transaction is:
(i) only remotely potentially harmful to ASISI or a Client Company
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,
disposed of or held by ASISI or a Client Company; or
(iv) in light of all relevant facts and circumstances, otherwise not
disadvantageous to ASISI or a Client Company.
(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 a Client Company (other than on behalf of a
Client Company) without first obtaining the written authorization of the Board
of Directors of ASISI or the designated compliance officer. Such transactions
shall not be authorized by the Board of Directors of ASISI 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 its
effect on the Client Company 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 a Client Company,
first preference and priority must be given to any transactions which involve a
Client Company, and a Client Company 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, an 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 Board of Directors of ASISI 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
believe such person is unable to comply with any such provisions. The Board of
Directors of ASISI 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 Client Company and the failure to grant such
exemptions is likely to cause such Access Person to be unable to render services
to the Client Company. Any Access Person granted an exemption (including, an
exception for an affiliate of such person), pursuant to this Section IV(e)
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 Board of Directors of
ASISI or the designated compliance officer with a written report concerning such
transaction, setting forth the information specified in Section VI(b) hereof.
(g) From time to time, directors, officers or employees of the Client
Company or ASISI may establish special or "insider" relationships with one or
more issuers of securities (i.e., the director, officer or employee may become
an 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 Board
of Directors of ASISI or the designated compliance officer of the Client Company
or ASISI may maintain a restricted list (the "Restricted List") containing the
names of issuers whose securities are not eligible for purchase or sale by the
Client Company or by Access Persons.
V. ACTIVITIES AND TRANSACTIONS OF DIRECTORS, OFFICERS OR EMPLOYEES
(a) Rule 17j-1 under the ICA imposes the following obligations:
(i) No director, officer or employee shall employ any device,
scheme or artifice to defraud a Client Company;
(ii) No director, officer or employee shall make to a Client
Company any untrue statement of a material fact or omit to state to
such Client Company a material fact necessary in order to make the
statements made, in light of the circumstances under which they are
made, not misleading;
(iii) No director, officer or employee shall engage in any act,
practice or course of business which operates or would operate as a
fraud or deceit upon a Client Company; or
(iv) No director, officer or employee shall engage in any
manipulative practice with respect to a Client Company.
VI. REPORTING PROCEDURES
(a) Except as provided by Section VI(c) hereof, every Access Person
shall report to the Board of Directors of ASISI or the designated compliance
officer of ASISI the information described in Section VI(b) hereof with respect
to transactions in any security in which such Access Person has, or by reason of
such transactions acquires, any direct or indirect beneficial ownership in the
security (whether or not such security is a security held or to be acquired by
the Client Company); provided, however, that any 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.
(b) Every report required to be made pursuant to Section VI(a) 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, shall be in the
form of Appendix I hereto, 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 transactions was effected, and
(iv) The name of the broker, dealer or bank with or through whom
the transaction was effected.
(c) Notwithstanding the provisions of Section VI(a) and (b) 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.
(d) All Access Persons and such other persons as the Board of Directors
of ASISI shall determine shall supply the Board of Directors of ASISI or the
designated compliance officer of ASISI with a list, to be updated on a regular
basis, identifying (i) all of their brokerage accounts and all of their
affiliated brokerage accounts at any brokerage firm, bank or other concern, and
(ii) their beneficial ownership, directly or indirectly, of 1/2% or more of the
stock of any corporation.
(e) 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 Board of Directors of ASISI or the designated compliance officer
of ASISI, 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.
VII. REVIEW PROCEDURES
a. The reports submitted by Access Persons pursuant to Section VI(b)
hereof shall be reviewed at least quarterly by the Board of Directors of ASISI
or the designated compliance officer of ASISI, or such other persons or
committees as shall be designated by the Board of Directors of ASISI, in order
to monitor compliance with this Code of Ethics. All failure to comply with this
Code of Ethics shall be reported to and reviewed by the Board of Directors of
ASISI.
b. If it is determined by the Board of Directors of ASISI that a
violation of this Code of Ethics has occurred and that a person violating this
Code of Ethics has purchased or sold a security at a more advantageous price
than that obtained by a Client Company, such person shall be required to offer
to sell or to purchase from the Client Company, as the case may be, such
security at the more advantageous price. If this cannot be consummated, then the
Board of Directors of ASISI shall take such other course of action as it may
deem appropriate. With respect to any violation of this Code of Ethics, ASISI's
directors 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 ASISI and any person subject to this Code of Ethics, the
Board of Directors of ASISI shall consider all of the relevant facts and
circumstances.
VIII. SANCTIONS
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.
IX. RECORDKEEPING REQUIREMENTS
This Code of Ethics, a list of all persons required to make reports
hereunder from time to time, a copy of each report made by an Access Person
hereunder, and a record of each violation hereof and any action taken as a
result of such violation shall be maintained by ASISI as required by Rule 17j-1.
