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Exhibit (p)(5)
LAZARD ASSET MANAGEMENT
A Division of
Lazard Freres & Co. LLC. ("LAM")
Code of Ethics
Set forth below is LAM's policy on personal securities transactions. As a
general rule, LAM personnel are reminded that the interests of LAM clients take
priority over the investment desires of LAM personnel. All LAM personnel must
conduct themselves in a manner consistent with LAM's requirements as set forth
in this Code of Ethics and the respective Codes of Ethics of The Lazard Funds,
Inc. and Lazard Retirement Series, Inc. as well as the Compliance Manual of
Lazard Freres & Co. LLC ("LF&Co" or the "Firm") then in effect. Please review
this Code of Ethics carefully and contact the Compliance Department if there are
any questions.
Messrs. Norman Eig and Herbert Gullquist shall appoint a Compliance Officer who
shall be responsible for the implementation of this Code of Ethics and all
record-keeping functions mandated hereunder, including the review of all initial
and annual holding reports as well as the quarterly transactions reports
described below. The Compliance Officer shall promptly report to Messrs. Eig and
Gullquist all violations of, or deviations from, this Code of Ethics.
Personal Securities Accounts Covered
The restrictions set forth below apply to trading for all "Personal Securities
Accounts." These include:
- Accounts in the Managing Director's or employee's name or accounts in which
the Managing Director or employee or any Related Person has a direct or
indirect beneficial interest other than an account which is managed by
another manager, or by other LAM portfolio managers, for a fee;
- Accounts in the name of the Managing Director's or employee's spouse;
- Accounts in the name of children under the age of 21, whether or not living
with the Managing Director or employee, and relatives or other individuals
living with the Managing Director or employee or for whose support the
Managing Director or employee is wholly or partially responsible (together
with the Managing Director's or employee's spouse, "Related Persons");
- Accounts in which the Managing Director or employee or any Related Person
directly or indirectly controls, participates in, or has the right to
control or participate in, investment decisions, except for trades where
the Managing Director or employee or Related Person does not provide input.
Restrictions
The following restrictions apply to trading for Personal Securities Accounts of
LAM personnel, all of which are subject to certain de minimus provisions and may
be waived upon consent of LAM's or; to the extent applicable, LF&Co's compliance
personnel:
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1. No transactions for a Personal Securities Account may be made in a security
that is on the Firm's Restricted List;
2. No security may be purchased or sold for a Personal Securities Account:
(a) if the security is currently being considered for purchase or sale for
an LAM client; or
(b) if the security is being purchased or sold for an LAM client on that
day or has been purchased or sold for an LAM client within the
immediately preceding 15 calendar day period;
3. No purchase and sale, or sale and purchase, of a security for a Personal
Securities Account may occur within any 60-day period without prior
approval of Norman Eig, Herb Gullquist or David Osunkwo;
4. No transaction for a Personal Securities Account may be made in securities
offered pursuant to a public offering. Securities offered pursuant to a
private placement may not be purchased for Personal Securities Accounts
without the approval of Norman Eig, Herb Gullquist or the Compliance
Officer. In connection with any decision by any of the aforesaid persons to
approve transactions by a LAM personnel acquiring direct or indirect
beneficial ownership in any securities offered pursuant to a private
placement, the Compliance Officer will prepare a report of the decision
that takes into account, among other factors, whether the investment
opportunity should be reserved for LAM clients, and whether the opportunity
is being offered to the individual by virtue of his or her position with
LAM. Any LAM personnel receiving approval to acquire securities in a
private placement must disclose that investment when they participate in a
LAM client's subsequent consideration of an investment in such issuer and
any decision by or made on behalf of the LAM client to invest in such
issuer will be subject to an independent review by investment personnel of
LAM with no personal interest in the issuer.
5. No transaction for a Personal Securities Account may be made in "deal" or
"rumor" securities, which are defined as securities of companies that are
the subject of reports or rumors of actual or anticipated extraordinary
corporate transactions or other corporate events;
6. Absent approval from the appropriate compliance personnel, Managing
Directors and employees are prohibited from engaging in the trading of
options or futures and from engaging in speculative trading as opposed to
investment activity. When such approval is given and Managing Directors and
employees effect opening transactions in options, the resulting closing
transaction will be considered effected on the day that the opening
transaction was effected for compliance purposes. The Managing Director or
employee must wait 60 days from the date of the opening transaction before
effecting the closing transaction. Managing Directors and employees are
prohibited from engaging in short sales of any security.
7. No transaction may be made in violation of the Material Non-Public
Information Policies and Procedures as outlined in Chapter X of LF&Co's
Compliance Manual; and
8. All transactions for Personal Securities Accounts must be approved by a
Managing Director of LAM, preferably the Managing Director to whom the
employee reports, and pre-cleared by Don Klein or David Osunkwo, or their
respective representatives. These approvals should be written on the trade
ticket. In addition, each Managing Director or employee should complete and
deliver to David Osunkwo, prior to the transaction, the attached personal
securities transaction form. The procedure for pre-clearing a personnel
trade is explained in greater detail below.
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Reporting
(a) Within 10 days of receiving this Code of Ethics, all LAM personnel must
submit to the Compliance Officer a statement of all securities in which
such LAM personnel has any direct or indirect beneficial ownership. This
statement must include (i) the title, number of shares and principal amount
of each security, (ii) the name of any broker, dealer or bank with whom the
LAM personnel maintained an account in which any securities were held for
the direct or indirect benefit of such LAM personnel and (iii) the date of
submission by the LAM personnel. This statement also must be submitted by
all new LAM personnel no later than 10 days from the commencement of their
employment with LAM.
(b) Subject to the restriction on Outside Accounts as provided below, when a
LAM personnel opens an Outside Account, as that term is defined in this
Code of Ethics, such personnel is required to send a written notification
of such fact to the Compliance Officer before engaging in any personal
securities transactions through such account. A letter will be sent to the
broker-dealer involved, allowing such LAM personnel to maintain the account
and directing that duplicate account statements and confirmations of
transactions in the account be sent to the Compliance Officer.
(c) Every LAM personnel shall report to the Compliance Officer the information
described below with respect to any Outside Account transactions in any
security in which such personnel has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership in the security;
provided, however, that a LAM personnel shall not be required to, make a
report with respect to transactions effected in any account over which such
person does not have any direct or indirect influence or control or in any
account which is managed on a discretionary basis by a person other than
such LAM personnel and with respect to which such LAM personnel does not in
fact influence or control such transactions. Every such report shall be in
writing and shall be delivered not later than 10 days after the end of the
calendar quarter in which a transaction to which the report relates was
effected, and shall contain the following information:
(1) The date of the transaction, the title and the number of shares and
the principal amount of each security involved;
(2) The nature of the transaction (i.e., purchase, sale or any other type
of acquisition or disposition);
(3) The price at which the transaction was effected; and
(4) The name of the broker, dealer or bank with or through whom the
transaction was effected.
(d) Each LAM personnel shall submit an annual report to the Compliance Officer
showing as of a date no more than 30 days before the report is submitted
(1) all holdings in securities in which the person had any direct or
indirect beneficial ownership and (2) the name of any broker, dealer or
bank with whom the person maintains an account in which any securities are
held for the direct or indirect benefit of the LAM personnel.
(e) 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 or she
has any direct or indirect beneficial ownership in the security to which
the report relates.
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(f) All reports furnished pursuant to this Section will be kept confidential,
subject to the rights of inspection by, or at the direction of, Messrs. Eig
or Gullquist and by the Securities and Exchange Commission or any other
regulatory organization with proper jurisdiction.
(g) All LAM personnel are required to certify annually to the Compliance
Officer that they have (i) read and understand this Code of Ethics and
recognize that they are subject to its terms and conditions, (ii) complied
with the requirements of this Code of Ethics and (iii) disclosed or
reported all personal securities transactions required to be disclosed or
reported pursuant to this Code of Ethics.
Sanctions
Upon discovering a violation of this Code of Ethics, Messrs. Eig or Gullquist
may impose such sanctions as they deem appropriate, including, among other
things, a letter of censure, fine or suspension or termination of the employment
of the violator
Exemptions
The restrictions and prohibitions contained in this Code shall not apply to:
(a) Purchases or sales of securities which receive the prior approval of either
Norman Eig or Herbert W. Gullquist and David Osunkwo (the approving officer
having no personal interest in such purchases or sales) because such
purchases or sales are not likely to have any economic impact on any client
account managed or advised by LAM
(b) Any securities transaction, or series of related transactions during any
30-day period, involving 500 shares or less in the aggregate of any
security, if the issuer has a market capitalization (outstanding shares
multiplied by the current price per share) greater than US $1 billion ("de
minimus exemption"). This provision does not provide an exemption from the
60-day holding period.
Other Items
1. LAM personnel may not serve on the board of directors of any corporation
(other than a not-for-profit corporation or a related Lazard entity) without the
prior approval of Norman Eig or Herb Gullquist;
2. All LAM personnel must complete quarterly Personal Security Account
transaction reports. By law, these reports must be returned to Compliance by-the
tenth day following the end of the quarter. To ensure strict compliance with
these requirements, the forms should be returned by the seventh day following
the end of the quarter; and
3. Each LAM Managing Director and employee must annually certify compliance with
the LAM Code of Ethics with respect to all Personal Securities Accounts.
Securities Covered
LAM's policies and procedures regarding personal securities trading set forth
herein apply to transactions involving all equity and debt securities, including
common and preferred stock, investment and non-investment grade debt securities,
investments convertible into or exchangeable for stock or debt securities, or
any derivative instrument relating to any such security or securities index,
including options, warrants and futures, or any interest in a partnership or
other entity that invests in any of the foregoing. Investments in mutual funds,
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certificates of deposit and federal government obligations are not covered by
these policies and procedures. Any other exception to personal securities
trading policies and procedures must be approved.
Transaction Approval Procedures
Internal Accounts
To pre-clear a transaction being made in a Personal Securities Account held at
the Firm (an "Internal Account"), LAM personnel must:
1. Electronically complete and "sign" a "New Equity Order" or "New Bond Order"
trade ticket located in the Firm's Lotus-Notes e-mail application under the
heading "Employee Trades." The ticket should be directed to the employee's
supervising Managing Director, or, in the absence of the supervising Managing
Director, to another LAM Managing Director or one of the LAM Directors
designated in the database.
2. Upon review of the ticket by the designated supervisor, the employee should
receive an automatic e-mail notification informing her/him that the trade has
been approved or rejected.
3. Following the supervisor's approval, the ticket is transmitted to the
Compliance Department where it is processed and, if approved, is routed to the
trading desk for execution, provided the employee had selected the "Direct
Execution" button when completing the ticket.
The cut-off time for receipt of supervisor-approved tickets in the Compliance
Department is 9.30 a.m. each trading day. Any ticket received after this time
will be processed for execution the next trading day. It is the responsibility
of each employee to ensure that tickets sent to a supervisor for approval
receive the supervisor's timely attention.
NOTE
In completing a new ticket, if the employee de-selects the "Direct Execution!
'button, the ticket will be returned to her/him after Compliance approval for
submission to the trading desk. In such case, the trade must be submitted within
2 days or it will expire and be null and void.
To assist each employee with monitoring the status of a trade ticket submitted
for approval, the system is designed to generate an e-mail notification to the
employee every time the ticket is reviewed or acted upon by the supervisor,
compliance department or the trading desk. Additionally, every supervisor's
assistant is set up to receive a summary of the each approval request sent to
the supervisor so that in the absence of the supervisor, the assistant would
advise the employee to re-rout the trade to another supervisor. For more details
on the set-up and use of the Employee Trades database, please contact David
Osunkwo at ext. 6065.
Outside Accounts
LAM personnel may not maintain a securities or commodities account (including a
foreign securities account) at any other broker or dealer or bank (an "Outside
Account") without the prior written consent of the Firm. Where such consent is
given, employees must provide the Firm with the name of the broker-dealer firm
with whom they carry their personal accounts and must request that the
broker-dealer send to Lazard, to the attention of both Donald Klein and David
Osunkwo, copies of monthly account statements and all trade confirmations. These
same principles apply to establishing an account at another brokerage house
where the employee has control over the trading in that account (such as a
discretionary account, a nominee account, an account for a
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general or limited partnership, a trust account), or an account of a corporation
where trading is controlled or influenced by the LAM employee. If you already
have an Outside Account, please notify David Osunkwo as soon as possible to
facilitate the distribution and review of your monthly account statements and
trade confirmations.
Managing Directors and employees are required to report promptly to Donald Klein
and David Osunkwo any change in status or location of any account in which they
have a beneficial interest as defined above. With respect to a trust account of
which a Managing Director or employee or member of his immediate family is a
beneficiary, the Firm policy requires that the Firm receive duplicate
confirmations and monthly account statements for each such account. Similarly,
Managing Directors and employees are required to report private securities and
commodities transactions effected by or for (i) themselves, (ii) spouses and
unemancipated family members, (iii) accounts over which the employee has control
as described above, or (iv) accounts of which the employee or a member of his
family is a beneficiary, or (v) accounts of family members including accounts of
in-laws where introduced or carried by an employee or Managing Director's member
organization. Deviations from the foregoing policies will be permitted only with
the prior written approval of an appropriate individual with compliance
responsibilities.
To pre-clear a transaction being made in an outside account, LAM personnel must
follow the "Transaction Approval Procedures" relating to Internal Accounts.
NOTE:
Once a Managing Director or employee receives approval, the LAM personnel must
transmit appropriate trade instructions to their outside broker within two days,
or the approval will become null and void.
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