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EXHIBIT (p)(5)
[JANUS LOGO]
JANUS ETHICS RULES
"ACT IN THE BEST INTEREST OF OUR INVESTORS EARN THEIR
CONFIDENCE WITH EVERY ACTION"
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CODE OF ETHICS
INSIDER TRADING POLICY
GIFT POLICY
OUTSIDE EMPLOYMENT POLICY
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LAST REVISED MARCH 1, 2000
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TABLE OF CONTENTS
DEFINITIONS 1
INTRODUCTION 4
CAUTION REGARDING PERSONAL TRADING ACTIVITIES 4
COMMUNICATIONS WITH OUTSIDE TRUSTEES/DIRECTORS 4
CODE OF ETHICS 5
OVERVIEW 5
GENERAL PROHIBITIONS 5
TRADING RESTRICTIONS 6
EXCLUDED TRANSACTIONS 6
DISCLOSURE OF CONFLICTS 7
PRECLEARANCE 7
TRADING BAN ON PORTFOLIO MANAGERS AND ASSISTANT PORTFOLIO
MANAGERS 8
BAN ON IPOs AND HOT ISSUES 8
60 DAY RULE 8
BLACKOUT PERIOD 8
FIFTEEN DAY RULE 8
SEVEN DAY RULE 9
SHORT SALES 9
HEDGE FUNDS, INVESTMENT CLUBS, AND OTHER INVESTMENTS 9
PRECLEARANCE PROCEDURES 9
GENERAL PRECLEARANCE 9
PRECLEARANCE REQUIREMENTS FOR INVESTMENT PERSONNEL 10
PRECLEARANCE OF COMPANY STOCK 10
PRECLEARANCE OF TENDER OFFERS AND STOCK PURCHASE PLANS11
FOUR DAY EFFECTIVE PERIOD 11
REPORTING REQUIREMENTS 11
ACCOUNT STATEMENTS 11
HOLDINGS REPORTS 12
PERSONAL SECURITIES TRANSACTION REPORTS 12
NON-INFLUENCE AND NON-CONTROL ACCOUNTS 12
OTHER REQUIRED FORMS 13
ACKNOWLEDGMENT OF RECEIPT FORM 13
ANNUAL CERTIFICATION FORM 13
OUTSIDE DIRECTOR/TRUSTEE REPRESENTATION FORM 13
INSIDER TRADING POLICY 14
BACKGROUND INFORMATION 14
WHO IS AN INSIDER? 15
WHEN IS INFORMATION NONPUBLIC? 15
WHAT IS MATERIAL INFORMATION? 15
WHEN IS INFORMATION MISAPPROPRIATED? 15
PENALTIES FOR INSIDER TRADING 16
WHO IS A CONTROLLING PERSON? 16
PROCEDURES TO IMPLEMENT POLICY 16
IDENTIFYING MATERIAL INSIDE INFORMATION 16
REPORTING INSIDE INFORMATION 17
WATCH AND RESTRICTED LISTS 17
PROTECTING INFORMATION 18
RESPONSIBILITY TO MONITOR TRANSACTIONS 19
RECORD RETENTION 19
TENDER OFFERS 19
GIFT POLICY 20
GIFT GIVING 20
GIFT RECEIVING 20
CUSTOMARY BUSINESS AMENITIES 20
OUTSIDE EMPLOYMENT POLICY 21
PENALTY GUIDELINES 22
OVERVIEW 22
PENALTY GUIDELINES 22
SUPERVISORY AND COMPLIANCE PROCEDURES 23
SUPERVISORY PROCEDURES 23
PREVENTION OF VIOLATIONS 23
DETECTION OF VIOLATIONS 23
COMPLIANCE PROCEDURES 24
REPORTS OF POTENTIAL DEVIATIONS OR VIOLATIONS 24
ANNUAL REPORTS 24
RECORDS 24
INSPECTION 25
CONFIDENTIALITY 25
FILING OF REPORTS 25
THE ETHICS COMMITTEE 25
MEMBERSHIP OF THE COMMITTEE 25
COMMITTEE MEETINGS 25
SPECIAL DISCRETION 26
GENERAL INFORMATION ABOUT THE ETHICS RULES 27
DESIGNEES 27
ENFORCEMENT 27
INTERNAL USE 27
FORMS 28
JANUS ETHICS RULES
"ACT IN THE BEST INTEREST OF OUR INVESTORS - EARN THEIR CONFIDENCE
WITH EVERY ACTION"
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DEFINITIONS
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The following definitions are used throughout this document. You are
responsible for reading and being familiar with each definition.
1. "Access Person" shall mean:
1) Any trustee, director, officer or Advisory Person of the Janus
Funds or JCC;
2) Any director or officer of JDI 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 Janus Funds or
for the advisory clients 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 Janus Funds or advisory clients regarding the
purchase or sale of securities; and
3) Any other persons designated by the Ethics Committee as having
access to current trading information.
2. "Advisory Person" shall mean:
1) Any employee of the Janus Funds or JCC (or of any company
in a control relationship to the Janus Funds or JCC) 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 the Funds or for the
account of advisory clients, or whose functions relate to
the making of any recommendations with respect to such
purchases and sales; and
2) Any natural person in a control relationship to the Funds
or JCC who obtains information concerning recommendations
made to the Funds or for the account of Clients with regard
to the purchase or sale of a security.
3. "Beneficial Ownership" shall be interpreted in the same manner
as it would be under Rule 16a-1(a)(2) under the Securities
Exchange Act of 1934 in determining whether a person is subject
to the provisions of Section 16 except that the determination of
direct or indirect Beneficial Ownership shall apply to all
Covered Securities which an Access Person has or acquires. For
example, in addition to a person's own accounts the term
"Beneficial Ownership" encompasses securities held in the name
of a spouse or equivalent domestic partnership, minor children,
a relative sharing your home, or certain trusts under which you
or a related party is a beneficiary, or held under other
arrangements indicating a sharing of financial interest.
4. "Company Stock" is any stock or option issued by Janus, Stilwell
Financial, Inc. ("Stilwell") or Kansas City Southern Industries, Inc.
("KCSI").
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5. "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the 1940 Act.
6. "Covered Persons" are all Directors, Trustees, officers, and
full-time, part-time or temporary employees of Janus, and persons
working at Janus on a contract basis.
7. "Covered Securities" generally include all securities (including
Company Stock), whether publicly or privately traded, and any option,
future, forward contract or other obligation involving a security or
index thereof, including an instrument whose value is derived or
based on any of the above (a "derivative"). The term Covered
Security includes any separate security, which is convertible into or
exchangeable for, or which confers a right to purchase such security.
The following investments are not Covered Securities:
* shares of registered open-end investment companies (e.g., mutual
funds);
* direct obligations of the U.S. government (e.g., Treasury
securities), or any derivative thereof;
* securities representing a limited partnership interest in a real
estate limited partnership;
* high-quality money market instruments, such as certificates of
deposit, bankers acceptances, repurchase agreements, commercial
paper, and U.S. government agency obligations;
* insurance contracts, including life insurance or annuity
contracts;
* direct investments in real estate, business franchises or
similar ventures; and
* physical commodities (including foreign currencies), or any
derivatives thereof.
8. "Designated Compliance Representatives" are David Kowalski and
Ernie Overholt or their designee(s).
9. "Designated Legal Representatives" are Bonnie Howe and Heidi
Walter or their designee(s).
10. "Designated Trading Operations Representatives" are Lesa Finney,
John Porro, and Mark Farrell.
11. "Directors" are directors of JCC.
12. "Executive Committee" is comprised of Thomas Bailey, Jim Craig,
Thomas Early, Steve Goodbarn, Margie Hurd, and Mark Whiston.
13. "Executive Investment Committee" is comprised of Jim Craig, Jim
Goff, Helen Hayes, Warren Lammert, and Scott Schoelzel.
14. "Ethics Committee" is comprised of Thomas Early, Steve Goodbarn,
David Kowalski and Ernie Overholt.
15. "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, 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.
16. "Inside Trustees and Directors" are Trustees and Directors who
are also employed by Janus.
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17. "Investment Personnel" shall mean (i) a person who makes
decisions regarding the purchase or sale of securities by or on
behalf of the Janus Funds or advisory clients and any person such as
an analyst or trader who directly assists in the process, and
(ii) any natural person who controls the Janus Funds or JCC and who
obtains information concerning recommendations made to the Funds
regarding the purchase or sale of Covered Securities by the Funds.
18. "Janus" is Janus Investment Fund, Janus Aspen Series, Janus
Capital Corporation, Janus Service Corporation, Janus Distributors,
Inc., Janus Capital International Ltd., Janus International (UK)
Ltd., Janus Capital Trust Manager Ltd., Janus Universal Funds, and
Janus World Funds Plc.
19. "Janus Funds" are Janus Investment Fund, Janus Aspen Series,
Janus Universal Funds, and Janus World Funds Plc.
20. "JCC" is Janus Capital Corporation, Janus Capital International
Ltd., Janus International (UK) Ltd. and Janus Capital Trust Manager
Ltd.
21. "JDI" is Janus Distributors, Inc.
22. "JDI's Operations Manager" is Dana Stephens and/or her
designee(s).
23. "Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to section
4(2) or section 4(6) or pursuant to rule 504, rule 505 or rule 506
thereunder.
24. "NASD" is the National Association of Securities Dealers, Inc.
25. "Non-Access Person" is any person that is not an Access Person.
26. "Outside Directors" are Directors who are not employed by Janus.
27. "Outside Trustees" are Trustees who are not "interested persons"
of the Janus Funds within the meaning of Section 2(a)(9) of the 1940
Act.
28. "Registered Persons" are persons registered with the NASD by
JDI.
29. "Security Held or to be Acquired" means any Covered Security
which, within the most recent 15 days (i) is or has been held by the
Janus Funds; or (ii) is being or has been considered by the Janus
Funds or JCC for purchase.
30. "SEC" is Securities and Exchange Commission.
31. "Trustees" are trustees of Janus Investment Fund and Janus Aspen
Series.
These definitions may be updated from time to time to reflect changes
in personnel.
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INTRODUCTION
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These Ethics Rules ("Rules") apply to all Covered Persons. The Rules
apply to transactions for your personal accounts and any other accounts
you Beneficially Own. You may be deemed the beneficial owner of any
account in which you have a direct or indirect financial interest.
Such accounts include, among others, accounts held in the name of your
spouse or equivalent domestic partnership, your minor children, a relative
sharing your home, or certain trusts under which you or such persons are
a beneficiary.
The Rules are intended to ensure that you (i) at all times place first the
interests of the Janus Funds, investment companies for which Janus serves
as subadviser, and other advisory clients ("Clients"); (ii) conduct all
personal trading consistent with the Rules and in such a manner as to avoid
any actual or potential conflict of interest or any abuse of your position
of trust and responsibility; and (iii) not use any material nonpublic
information in securities trading. The Rules also establish policies
regarding other matters, such as outside employment and the giving or
receiving of gifts.
You are required to read and retain these Rules and to sign and return the
attached Acknowledgment of Receipt Form to Compliance upon commencement of
employment or other services. On an annual basis thereafter, you will be
required to complete an Annual Certification Form. The Annual Certification
Form confirms that (i) you have received, read and asked any questions
necessary to understand the Rules; (ii) you agree to conduct yourself in
accordance with the Rules; and (iii) you have complied with the Rules during
such time as you have been associated with Janus. Depending on your status,
you may be required to submit additional reports and/or obtain clearances as
discussed more fully below.
Unless otherwise defined, all capitalized terms shall have the same meaning
as set forth in the Definitions section.
CAUTION REGARDING PERSONAL TRADING ACTIVITIES
Certain personal trading activities may be risky not only because of the
nature of the transactions, but also because action necessary to close out
a position may become prohibited for some Covered Persons while the position
remains open. For example, you may not be able to close out short sales and
transactions in derivatives. Furthermore, if JCC becomes aware of material
nonpublic information, or if a Client is active in a given security, some
Covered Persons may find themselves "frozen" in a position. JCC will not bear
any losses in personal accounts resulting from the application of these Rules.
COMMUNICATIONS WITH OUTSIDE TRUSTEES/DIRECTORS
As a regular business practice, JCC attempts to keep Directors and Trustees
informed with respect to its investment activities through reports and other
information provided to them in connection with board meetings and other
events. In addition, Janus personnel are encouraged to respond to inquiries
from Directors and Trustees, particularly as they relate to general strategy
considerations or economic or market conditions affecting Janus. However, it
is JCC's policy not to communicate specific trading information and/or advice
on specific issues to Outside Directors and Outside Trustees (i.e., no
information should be given on securities for which current activity is being
considered for Clients). Any pattern of repeated requests by such Directors
or Trustees should be reported to the Chief Compliance Officer or the
Compliance Manager.
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CODE OF ETHICS
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OVERVIEW
In general, it is unlawful for persons affiliated with investment companies,
their principal underwriters or their investment advisers to engage in personal
transactions in securities held or to be acquired by a registered investment
company, if such personal transactions are made in contravention of rules which
the SEC has adopted to prevent fraudulent, deceptive and manipulative
practices. Such rules require each registered investment company, investment
adviser and principal underwriter to adopt its own written code of ethics
containing provisions reasonably necessary to prevent its employees from
engaging in such conduct, and to maintain records, use reasonable diligence,
and institute such procedures as are reasonably necessary to prevent
violations of such code. This Code of Ethics ("Code") and information reported
hereunder will enable Janus to fulfill these requirements.
GENERAL PROHIBITIONS
The following activities are prohibited for applicable Covered Persons
(remember, if you work at Janus full-time, part-time, temporarily or on a
contract basis, or you are a Trustee or Director, you are a Covered Person).
Persons who violate any prohibition may be required to disgorge any profits
realized in connection with such violation to a charitable organization
selected by the Ethics Committee and may be subject to other sanctions imposed
by the Ethics Committee, as outlined in the Penalty Guidelines.
1. Covered Persons may not cause a Client to take action, or to fail to take
action, for personal benefit, rather than to benefit such Client. For
example, a Covered Person would violate this Code by causing a Client to
purchase a security owned by the Covered Person for the purpose of
supporting or increasing the price of that security or by causing a Client
to refrain from selling a security in an attempt to protect a personal
investment, such as an option on that security.
2. Covered Persons may not use knowledge of portfolio transactions made or
contemplated for Clients to profit, or cause others to profit, by the market
effect of such transactions.
3. Covered Persons may not disclose current portfolio transactions made or
contemplated for Clients as well as any other nonpublic information to
anyone outside of Janus.
4. Covered Persons may not engage in fraudulent conduct in connection with the
purchase or sale of a Security Held or to be Acquired by a Client, including
without limitation:
1) Employing any device, scheme or artifice to defraud any Client;
2) Making to any Client any untrue statement of material fact or omitting
to state to any Client a material fact necessary in order to make the
statements made, in light of the circumstances under which they are made,
not misleading;
3) Engaging in any act, practice or course of business which operates or
would operate as a fraud or deceit upon any Client;
4) Engaging in any manipulative practice with respect to any Client; or
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5) Investing in derivatives to evade the restrictions of this Code.
Accordingly, individuals may not use derivatives to take positions in
securities that would be otherwise prohibited by the Code if the positions
were taken directly.
5. Investment Personnel may not serve on the board of directors of a publicly
traded company without prior written authorization from the Ethics
Committee. No such service shall be approved without a finding by the
Ethics Committee that the board service would not be inconsistent with
the interests of Clients. If board service is authorized by the Ethics
Committee, the Investment Personnel serving as director normally should
be isolated from those makinginvestment decisions with respect to the
company involved through "Chinese Walls" or other procedures.
TRADING RESTRICTIONS
The trading restrictions of the Code apply to all direct or indirect
acquisitions or dispositions of Covered Securities, whether by purchase, sale,
tender offers, stock purchase plan, gift, inheritance, or otherwise. Unless
otherwise noted, the following trading restrictions are applicable to any
transaction in a Covered Security Beneficially Owned by a Covered Person.
Outside Directors and Outside Trustees are exempt from certain trading
restrictions because of their limited access to current information
regarding Client investments.
Any disgorgement of profits required under any of the following provisions
shall be donated to a charitable organization selected by the Ethics
Committee, as outlined in the Penalty Guidelines. However, if disgorgement
is required as a result of trades by a portfolio manager that conflicted with
that manager's own Clients, disgorgement proceeds shall be paid directly to
such Clients. If disgorgement is required under more than one provision, the
Ethics Committee shall determine in its sole discretion the provision that
shall control.^/1/
EXCLUDED TRANSACTIONS
Some or all of the trading restrictions listed below do not apply to the
following transactions; however, these transactions must still be reported to
Compliance (see Reporting Requirements):
* Tender offer transactions are exempt from all trading restrictions except
preclearance.
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/1/Unless otherwise noted, restrictions on personal transactions apply
to transactions involving Covered Securities, including any derivative thereof.
When determining the amount of disgorgement required with respect to a
derivative, consideration will be given to price differences in both the
derivative and the underlying securities, with the lesser amount being used
for purposes of computing disgorgement. For example, in determining whether
reimbursement is required when the applicable personal trade is in a
derivative and the Client transaction is in the underlying security, the amount
shall be calculated using the lesser of (a) the difference between the price
paid or received for the derivative and the closing bid or ask price (as
appropriate) for the derivative on the date of the Client transaction, or
(b) the difference between the last sale price, or the last bid or ask price
(as appropriate) of the underlying security on the date of the derivative
transaction, and the price received or paid by the Client for the underlying
security. Neither preclearance nor disgorgement shall be required if such
person's transaction is to close, sell or exercise a derivative within five
days of its expiration.
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* The acquisition of securities through stock purchase plans are exempt from
all trading restrictions except preclearance, the trading ban on portfolio
managers and assistant portfolio managers, and the seven day rule. (Note:
the sales of securities acquired through a stock purchase plan are subject
to all of the trading restrictions of the Code).
* The acquisition of securities through stock dividends, automatic dividend
reinvestment plans, stock splits, reverse stock splits, mergers,
consolidations, spin-offs, or other similar corporate reorganizations or
distributions generally applicable to all holders of the same class of
such securities are exempt from all trading restrictions. The acquisition
of securities through the exercise of rights issued by an issuer pro rata
to all holders of a class of securities, to the extent the rights were
acquired in the issue are exempt from all trading restrictions.
* Non-discretionary transactions in Company Stock (e.g., the acquisition of
securities through Stilwell or KCSI's Employee Stock Purchase Plan ("ESPP")
or the receipt of options in Company Stock as part of a compensation or
benefit plan) are exempt from all trading restrictions. Discretionary
transactions in Company Stock issued by JCC are exempt from all trading
restrictions. Discretionary transactions in Company Stock issued by
Stilwell or KCSI (e.g., exercising options or selling ESPP Stock) are
exempt from all trading restrictions except preclearance (See procedures
for Preclearance of Company Stock).
* The acquisition of securities by gift or inheritance is exempt from all
trading restrictions. (Note: the sales of securities acquired by gift or
inheritance are subject to all trading restrictions of the Code).
* Transactions in options on and securities based on the following indexes are
exempt from all trading restrictions: S&P 500 Index, S&P MidCap 400 Index,
S&P 100 Index, FTSE 100 Index or Nikkei 225 Index.
DISCLOSURE OF CONFLICTS
If an Investment Person is planning to invest or make a recommendation to
invest in a security for a Client, and such person has a material interest
in the security, such person must first disclose such interest to his or
her manager or the Chief Investment Officer. The manager or Chief Investment
Office shall conduct an independent review of the recommendation to purchase
the security for Clients. The manager or Chief Investment Officer may review
the recommendation only if he or she has no material interest in the security.
A material interest is Beneficial Ownership of any security (including
derivatives, options, warrants or rights), offices, directorships, significant
contracts, or interests or relationships that are likely to affect such
person's judgment.
PRECLEARANCE
Access Persons (except Outside Directors and Outside Trustees) must obtain
preclearance prior to engaging in any personal transaction in Covered
Securities. (See Preclearance Procedures below).
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TRADING BAN ON PORTFOLIO MANAGERS AND ASSISTANT PORTFOLIO MANAGERS
Portfolio managers and their assistants are prohibited from trading
personally in Covered Securities. However, the following types of transactions
are exempt from this policy, but are subject to all applicable provisions of
the Rules, including preclearance:
* Purchases or sales of Company Stock;
* The sale of any security that is not held by any Client; and
* The sale of any security in order to raise capital to fund a significant
life event. For example, purchasing a home or automobile, or paying
medical or education expenses.
BAN ON IPOs AND HOT ISSUES
Covered Persons (except Outside Directors and Outside Trustees) may not
purchase securities in an initial public offering or in a secondary offering
that constitutes a "hot issue" as defined in NASD rules. Such securities may
be purchased or received, however, where the individual has an existing right
to purchase the security based on his or her status as an investor,
policyholder or depositor of the issuer. In addition, securities issued in
reorganizations are also outside the scope of this prohibition if the
transaction involves no investment decision on the part of the Covered Person
except in connection with a shareholder vote.
60 DAY RULE
Access Persons (except Outside Directors and Outside Trustees) shall
disgorge any profits realized in the purchase and sale, or sale and purchase,
of the same or equivalent Covered Securities within sixty (60) calendar days
if a Client held or traded the security during the sixty (60) calendar day
period.
BLACKOUT PERIOD
No Access Person may engage in a transaction in a Covered Security when such
person knows or should have known at the time there to be pending, on behalf
of any Client, a "buy" or "sell" order in that same security. The existence
of pending orders will be checked by Compliance as part of the Preclearance
process. Preclearance may be given when any pending Client order is
completely executed or withdrawn.
FIFTEEN DAY RULE
Any Access Person (except Outside Directors and Outside Trustees) who buys
or sells a Covered Security within fifteen calendar days before such security
is bought or sold on behalf of any Client must disgorge any price advantage
realized. The price advantage shall be the favorable spread, if any, between
the price paid or received by such person and the least favorable price paid
or received by a Client during such period.^/2/ The Ethics Committee has the
authority by unanimous action to exempt any person from the fifteen-day rule
if such person is selling a security to raise capital to fund a significant
life event. For example, purchasing a home or automobile, or paying medical
or education expenses. In order for the Ethics Committee
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/2/Personal purchases are matched only against subsequent Client purchases
and personal sales are matched only against subsequent Client sales for
purposesof this restriction.
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to consider such exemption, the life event must occur within thirty (30)
calendar days of the security transaction, and the person must provide
written confirmation of the event.
SEVEN DAY RULE
Any portfolio manager or assistant portfolio manager who buys or sells a
Covered Security within seven calendar days before or after he or she trades
in that security on behalf of a Client shall disgorge any profits realized
on such transaction.
SHORT SALES
Any Access Person who sells short a Covered Security that such person knows
or should have known is held long by any Client shall disgorge any profit
realized on such transaction. This prohibition shall not apply, however, to
securities indices or derivatives thereof (such as futures contracts on the S&P
500 index). Client ownership of Covered Securities will be checked as part of
the Preclearance process.
HEDGE FUNDS, INVESTMENT CLUBS, AND OTHER INVESTMENTS
No Access Person (except Outside Directors and Outside Trustees) may
participate in hedge funds, partnerships, investment clubs, or similar
investment vehicles, unless such person does not have any direct or indirect
influence or control over the trading. Covered Persons wishing to rely upon
this provision must submit a Certification of Non-Influence and Non-Control
Form to the Compliance Manager for approval. (See Non-Influence and
Non-Control Accounts section below.)
PRECLEARANCE PROCEDURES
Access Persons must obtain preclearance for all applicable transactions in
Covered Securities in which such person has a Beneficial Interest. A
Preclearance Form must be completed and forwarded to Compliance. Compliance
shall promptly notify the person of approval or denial of the transaction.
Notification of approval or denial of the transaction may be given verbally;
however, it shall be confirmed in writing within seventy-two (72) hours of
verbal notification. When preclearance has been approved, the person then
has four business days from and including the day of first notification to
execute the trade.
GENERAL PRECLEARANCE
General preclearance shall be obtained from an authorized person from each
of the following three groups:
* A DESIGNATED LEGAL OR COMPLIANCE REPRESENTATIVE, who will present the
personal investment to the attendees of the weekly investment meeting,
whereupon an opportunity will be given to orally object. An attendee of the
weekly investment meeting shall object to such clearance if such person knows
of a conflict with a pending Client transaction or a transaction known by
such attendee to be under consideration for a Client. Objections to such
clearance should also take into account, among other factors, whether the
investment opportunity should be reserved for a Client. If no objections
are raised, the Designated Legal or Compliance Representative shall so
indicate by signing the Preclearance Form. Such approval shall not be
required for sales of securities not held by any Clients.
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In place of this authorization, Investment Personnel are required to obtain
approvals from all Executive Investment Committee members as noted in the
section below entitled Preclearance Requirements for Investment Personnel.
* A DESIGNATED TRADING OPERATIONS REPRESENTATIVE, who may provide clearance if
such Representative knows at the time of the request of no pending "buy" or
"sell" order in the security on behalf of a Client and no such trades are
known by such person to be under consideration.
* The COMPLIANCE MANAGER, OR A DESIGNATED LEGAL OR COMPLIANCE REPRESENTATIVE IF
THE COMPLIANCE MANAGER IS NOT AVAILABLE, who may provide clearance if no
legal prohibitions are known by such person to exist with respect to the
proposed trade. Approvals for such clearance should take into account, among
other factors, the existence of any Watch List or Restricted List and, to the
extent reasonably practicable, recent trading activity and holdings of
Clients.
No authorized person may preclear a transaction in which such person has a
Beneficial Interest.
PRECLEARANCE REQUIREMENTS FOR INVESTMENT PERSONNEL
Trades by Investment Personnel may not be precleared by presentation at the
weekly investment meeting. Instead, Investment Personnel must obtain the
following management approvals. However, such approvals shall not be required
for sales of securities not held by any Clients:
* TRADES IN EQUITY SECURITIES require prior written approval from all members
of the Executive Investment Committee, Investment Person's manager and either
Ron Speaker or Sandy Rufenacht;
* TRADES IN DEBT SECURITIES require prior written approval from all senior
fixed income portfolio managers, either Jim Craig or two other Executive
Investment Committee members, and Investment Person's manager.
A portfolio manager may not preclear his or her own transaction.
PRECLEARANCE OF COMPANY STOCK
Officers of Janus and certain persons designated by Compliance who wish to
make discretionary transactions in Stilwell or KCSI securities, or derivatives
thereon, must preclear such transactions. A Company Stock Preclearance Form
must be completed and forwarded to Compliance. Compliance shall promptly
notify the person of approval or denial for the transaction. Notification of
approval or denial for the transaction may be given verbally; however, it shall
be confirmed in writing within seventy-two (72) hours of verbal notification.
When preclearance has been approved, the person then has four business days
from and including the day of first notification to execute the trade.
If such persons are subject to the provisions of Section 16(b) of the
Securities Exchange Act of 1934, trading will generally be allowed only in the
ten (10) business day period beginning seventy-two (72) hours after Stilwell or
KCSI files its quarterly results with the SEC (e.g., 10Q or 10K filing, not
earnings release). To preclear the trade, the Compliance Manager or such other
Representative shall discuss the transaction with Janus's General Counsel or
Chief Financial Officer.
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PRECLEARANCE OF TENDER OFFERS AND STOCK PURCHASE PLANS
Access Persons (other than Outside Directors and Outside Trustees) who wish
to participate in a tender offer or stock purchase plan must preclear such
trades only with the Compliance Manager prior to submitting notice to
participate in such tender offer or notice of participation in such stock
purchase plan to the applicable company. To preclear the trade, the Compliance
Manager shall consider all material factors relevant to a potential conflict of
interest between the Access Person and Clients. In addition, any increase of
$100 or more to a pre-existing stock purchase plan must be precleared.
FOUR DAY EFFECTIVE PERIOD
Clearances to trade will be in effect for only four trading/business days
from and including the date of the last Authorized Person's signature (which
may not be provided more than one day after the first Authorized Person's
signature). For tender offers, stock purchase plans, exercise of Company Stock
and similar transactions, the date the request is submitted to the company
processing the transaction will be considered the trade date for purposes of
this requirement. Open orders, including stop loss orders, will generally not
be allowed unless such order is expected to be completed within the four day
effective period. It is necessary to re-preclear transactions not executed
within the four day effective period.
REPORTING REQUIREMENTS
ACCOUNT STATEMENTS
ACCESS PERSONS (other than Outside Trustees) and REGISTERED PERSONS must
notify Compliance of each brokerage account in which they have a Beneficial
Interest and must arrange for their brokers or financial institutions to
provide to Compliance, on a timely basis, duplicate account statements and
confirmations showing all transactions in brokerage or commodities accounts
in which they have a Beneficial Interest. A Personal Brokerage Account
Disclosure Form should be completed for this purpose.
PLEASE NOTE THAT, EVEN IF SUCH PERSON DOES NOT TRADE COVERED SECURITIES IN A
PARTICULAR BROKERAGE OR COMMODITIES ACCOUNT (E.G., TRADING MUTUAL FUNDS IN A
SCHWAB ACCOUNT), THE REPORTING OF DUPLICATE ACCOUNT STATEMENTS AND CONFIRMATIONS
IS STILL REQUIRED. HOWEVER, IF SUCH PERSON ONLY USES A PARTICULAR BROKERAGE
ACCOUNT FOR CHECKING ACCOUNT PURPOSES, AND NOT INVESTMENT PURPOSES, HE OR SHE
MAY IN LIEU OF REPORTING DUPLICATE ACCOUNT STATEMENTS, REPORT DUPLICATE TRADE
CONFIRMATIONS AND MAKE A QUARTERLY REPRESENTATION TO COMPLIANCE INDICATING
THAT NO INVESTMENT TRANSACTIONS OCCURRED IN THE ACCOUNT DURING THE CALENDAR
QUARTER. Reporting of accounts that do not allow any trading in Covered
Securities (e.g., a mutual fund account held directly with the fund sponsor)
is not required.
Covered Persons must notify Compliance of each reportable account at the time
it is opened, and annually thereafter, including the name of the firm and the
name under which the account is carried. A Personal Brokerage Account
Disclosure Form should be completed for this purpose.
Certain transactions might not be reported through a brokerage account, such as
private placements, inheritances or gifts. In these instances, Access Persons
must report these transactions within ten (10) calendar days using a Personal
Securities Transaction Report as noted below.
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| Registered Persons are reminded that they must also inform any brokerage |
| firm with which they open an account, at the time the account is opened, |
| that they are registered with JDI. |
|--------------------------------------------------------------------------|
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NON-ACCESS PERSONS who engage in an aggregate of $25,000 or more of transactions
in Covered Securities within a calendar year must provide Compliance with an
Annual Transaction Report listing all such transactions in all accounts in which
such person has a Beneficial Interest. Compliance will request this information
annually and will spot check all or a portion of such transactions or accounts.
HOLDINGS REPORTS
ACCESS PERSONS (other than Outside Trustees) must, within ten (10) calendar
days after becoming an Access Person, provide Compliance with a Holdings Report
which lists all Covered Securities beneficially held and any brokerage accounts
through which such securities are maintained. In addition, such persons must
provide a brief description of any positions held (e.g., director, officer,
other) with for-profit entities other than Janus. The report must contain
information current as of no more than thirty (30) calendar days from the time
the report is submitted.
PERSONAL SECURITIES TRANSACTION REPORTS
ACCESS PERSONS (other than Outside Trustees) must provide a Personal
Securities Transaction Report within ten (10) calendar days after any month
end showing all transactions in Covered Securities for which confirmations are
known by such person to not have been timely provided to Janus, and all such
transactions that are not effected in brokerage or commodities accounts,
including without limitation non-brokered private placements, and transactions
in securities that are in certificate form, which may include gifts,
inheritances, and other transactions in Covered Securities.
OUTSIDE TRUSTEES need only report a transaction in a Covered Security if
such person, at the time of that transaction, knew or, in the ordinary course
of fulfilling his or her official duties as a Trustee should have known, that,
during the fifteen-day period immediately preceding the date of his or her
personal transaction, such security was purchased or sold by, or was being
considered for purchase or sale on behalf of, any Janus Fund for which such
person acts as Trustee.
SUCH PERSONS MUST PROMPTLY COMPLY WITH ANY REQUEST OF THE COMPLIANCE MANAGER
TO PROVIDE TRANSACTION REPORTS REGARDLESS OF WHETHER THEIR BROKER HAS BEEN
INSTRUCTED TO PROVIDE DUPLICATE CONFIRMATIONS. SUCH REPORTS MAY BE REQUESTED,
FOR EXAMPLE, TO CHECK THAT ALL APPLICABLE CONFIRMATIONS ARE BEING RECEIVED OR
TO SUPPLEMENT THE REQUESTED CONFIRMATIONS WHERE A BROKER IS DIFFICULT TO WORK
WITH OR OTHERWISE FAILS TO PROVIDE DUPLICATE CONFIRMATIONS ON A TIMELY BASIS.
NON-INFLUENCE AND NON-CONTROL ACCOUNTS
The Rules shall not apply to any account, partnership, or similar investment
vehicle over which a Covered Person has no direct or indirect influence or
control. Covered Persons wishing to rely upon this provision are required to
receive approval from the Ethics Committee. In order to request such approval,
a Certification of Non-Influence and Non-Control Form must be submitted to the
Compliance Manager.
Any account beneficially owned by a Covered Person that is managed by JCC in a
discretionary capacity is not covered by these Rules so long as such person has
no direct or indirect influence or control over the account. The employment
relationship between the account-holder and the individual managing the
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account, in the absence of other facts indicating control, will not be
deemed to give such account-holder influence or control over the account.
OTHER REQUIRED FORMS
In addition to the Preclearance Form, Preclearance Form for Company Stock,
Personal Brokerage Account Disclosure Form, Holdings Report, Report of Personal
Securities Transactions, Annual Transaction Report, and Certification of
Non-Influence and Non-Control Form discussed above, the following forms
(available through Lotus Notes) must be completed if applicable to you:
ACKNOWLEDGMENT OF RECEIPT FORM
Each Covered Person must provide Compliance with an Acknowledgment of
Receipt Form within ten (10) calendar days of commencement of employment or
other services certifying that he or she has received a current copy of the
Rules and acknowledges, as a condition of employment, that he or she will
comply with the Rules in their entirety.
ANNUAL CERTIFICATION FORM
Each Covered Person must provide Compliance annually within thirty (30)
calendar days from date of request with an Annual Certification Form
certifying that he or she:
1) Has received, read and understands the Rules;
2) Has complied with the requirements of the Rules; and
3) Has disclosed or reported all open brokerage and commodities accounts,
personal holdings and personal securities transactions required to be
disclosed or reported pursuant to the requirements of the Rules.
OUTSIDE DIRECTOR/TRUSTEE REPRESENTATION FORM
All Outside Directors and Outside Trustees must, upon commencement of
services and annually thereafter, provide Compliance with an Outside Director/
Trustee Representation Form. The Form declares that such persons agree to
refrain from trading in any securities when they are in possession of any
information regarding trading recommendations made or proposed to be made to
any Client by Janus or its officers or employees.
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INSIDER TRADING POLICY
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BACKGROUND INFORMATION
The term "insider trading" is not defined in the federal securities
statutes, but generally is used to refer to the use of material nonpublic
information to trade in securities (whether or not one is an "insider") or to
communications of material nonpublic information to others.
While the law concerning insider trading can be complex and unclear, you
should assume that the law prohibits:
* Trading by an insider, while in possession of material nonpublic information,
* Trading by a non-insider, while in possession of material nonpublic
information, where the information was disclosed to the non-insider (either
directly or through one or more intermediaries) in violation of an insider's
duty to keep it confidential,
* Communicating material nonpublic information to others in breach of a duty
not to disclose such information, and
* Misappropriating confidential information for securities trading purposes,
in breach of a duty owed to the source of the information to keep the
information confidential.
Trading based on material nonpublic information about an issuer does not
violate this policy unless the trader (i) is an "insider" with respect to an
issuer; (ii) receives the information from an insider or from someone that the
trader knows received the information from an insider, either directly or
indirectly, or (iii) misappropriates the nonpublic information or obtains or
misuses it in breach of a duty of trust and confidence owed to the source of
the information. Accordingly, trading based on material nonpublic information
about an issuer can be, but is not necessarily, a violation of this Policy.
Trading while in possession of material nonpublic information relating to a
tender offer is prohibited under this Policy regardless of how such information
was obtained.
Application of the law of insider trading to particular transactions can be
difficult, particularly if it involves a determination about trading based on
material nonpublic information. You legitimately may be uncertain about the
application of this Policy in particular circumstances. If you have any
questions regarding the application of the Policy or you have any reason to
believe that a violation of the Policy has occurred or is about to occur, you
should contact the Chief Compliance Officer or the Compliance Manager.
The following discussion is intended to help you understand the principal
concepts involved in insider trading.
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WHO IS AN INSIDER?
The concept of "insider" is broad. It includes officers, directors and
employees of a company. In addition, a person can be a "temporary insider"
if he or she enters into a special confidential relationship in the conduct
of a company's affairs and as a result is given access to information solely
for the company's purposes. A temporary insider can include, among others, a
company's attorneys, accountants, consultants, bank lending officers, and the
employees of such organizations. In addition, one or more of the Janus
entities may become a temporary insider of a company it advises or for which it
performs other services. To be considered an insider, the company must expect
the outsider to keep the disclosed nonpublic information confidential and/or
the relationship must at least imply such a duty.
WHEN IS INFORMATION NONPUBLIC?
Information remains nonpublic until it has been made public. Information
becomes public when it has been effectively communicated to the marketplace,
such as by a public filing with the SEC or other governmental agency,
inclusion in the Dow Jones "tape" or publication in The Wall Street Journal or
another publication of general circulation. Moreover, sufficient time must
have passed so that the information has been disseminated widely.
WHAT IS MATERIAL INFORMATION?
Trading on inside information is not a basis for liability unless the
information is material. "Material information" generally means information
for which there is a substantial likelihood that a reasonable investor would
consider it important in making his or her investment decisions, or information
that is reasonably certain to have a substantial effect on the price of a
company's securities. Information that should be considered material includes,
but is not limited to: dividend changes, earnings estimates, changes in
previously released earnings estimates, significant merger or acquisition
proposals or agreements, major litigation, liquidation problems, and
extraordinary management developments.
Material information may also relate to the market for a company's
securities. Information about a significant order to purchase or sell
securities may, in some contexts, be deemed material. Similarly, prepublication
information regarding reports in the financial press also may be deemed
material. For example, the Supreme Court upheld the criminal convictions of
insider trading defendants who capitalized on prepublication information about
The Wall Street Journal's "Heard on the Street" column.
WHEN IS INFORMATION MISAPPROPRIATED?
The misappropriation theory prohibits trading on the basis of non-public
information by a corporate "outsider" in breach of a duty owed not to a trading
party, but to the source of confidential information. Misappropriation of
information occurs when a person obtains the non-public information through
deception or in breach of a duty of trust and loyalty to the source of the
information.
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PENALTIES FOR INSIDER TRADING
Penalties for trading on or communicating material nonpublic information
are severe, both for individuals involved in such unlawful conduct and their
employers or other controlling persons. A person can be subject to some or
all of the penalties below even if he or she does not personally benefit from
the violation. Penalties include:
* Civil injunctions
* Treble damages
* Disgorgement of profits
* Jail sentences for up to 10 years
* Fines up to $1,000,000 (or $2,500,000 for corporations and other entities)
* Civil penalties for the person who committed the violation of up to three
times the profit gained or loss avoided, whether or not the person actually
benefited, and
* Civil penalties for the employer or other controlling person of up to the
greater of $1,000,000 or three times the amount of the profit gained or loss
avoided.
In addition, any violation of the law may result in serious sanctions by
Janus, including termination of employment.
WHO IS A CONTROLLING PERSON?
Included as controlling persons are Janus and its Directors, Trustees and
officers. If you are a Director, Trustee or officer, you have a duty to act
to prevent insider trading. Failure to fulfill such a duty may result in
penalties as described above.
PROCEDURES TO IMPLEMENT POLICY
The following procedures have been established to aid the Directors,
Trustees, officers and employees of Janus in avoiding insider trading, and to
aid Janus in preventing, detecting and imposing sanctions against insider
trading.
IDENTIFYING MATERIAL INSIDE INFORMATION
Before trading for yourself or others, including the Janus Funds or other
Clients, in the securities of a company about which you may have potential
inside information, ask yourself the following questions:
* To whom has this information been provided? Has the information been
effectively communicated to the marketplace?
* Has this information been obtained from either the issuer or from another
source in breach of a duty to that source to keep the information
confidential?
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* Is the information material? Is this information that an investor would
consider important in making his or her investment decisions? Is this
information that would affect the market price of the securities if generally
disclosed?
Special caution should be taken with respect to potential inside information
regarding JCC. Although JCC's shares are not publicly traded, JCC's parent,
KCSI, is a publicly traded company. KCSI owns 82% of the stock of JCC. As a
result, potential inside information regarding JCC may affect trading in KCSI
stock and should be reported pursuant to the procedures set forth below. The
following is a non-exclusive list of situations that Investment Personnel
should report immediately pursuant to the procedures below: (i) participation
in private placements; (ii) the receipt of any information from an issuer
pursuant to a confidentiality agreement; (iii) participation on or receipt of
information from a bankruptcy committee of an issuer; and (iv) receipt of
information regarding earnings or sales figures in advance of the public
release of those numbers.
REPORTING INSIDE INFORMATION
If, after consideration of the above, you believe that the information is
material and nonpublic, or if you have questions as to whether the information
is material and nonpublic, you should take the following steps:
* Do not purchase or sell the securities on behalf of yourself or others,
including Clients.
* Do not communicate the information inside or outside of Janus, other than to
the Chief Compliance Officer or the Compliance Manager.
* Immediately advise the Chief Compliance Officer or Compliance Manager of the
nature and source of such information. The Chief Compliance Officer or
Compliance Manager will review the information with the Ethics Committee.
* Depending upon the determination made by the Ethics Committee, or by the
Chief Compliance Officer until the Committee can be convened, you may be
instructed to continue the prohibition against trading and communication and
the Compliance Manager will place the security on a Restricted List or Watch
List, as described below. Alternatively, if it is determined that the
information obtained is not material nonpublic information, you may be allowed
to trade and communicate the information.
WATCH AND RESTRICTED LISTS
Whenever the Ethics Committee or the Chief Compliance Officer determines
that a Director, Trustee, officer or employee of Janus is in possession of
material nonpublic information with respect to a company (regardless of whether
it is currently owned by any Client) such company will either be placed on a
Watch List or on a Restricted List.
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WATCH LIST
If the security is placed on a Watch List, the flow of the information to
other Janus personnel will be restricted in order to allow such persons to
continue their ordinary investment activities. This procedure is commonly
referred to as a "Chinese Wall."
RESTRICTED LIST
If the Ethics Committee or the Chief Compliance Officer determines that
material nonpublic information is in the possession of a Director, Trustee,
officer, or employee of Janus and cannot be adequately isolated through the
use of a Chinese Wall, the company will be placed on the Restricted List.
While a company is on the Restricted List, no Investment Person shall initiate
or recommend any transaction in any Client account, and no Access Person shall
be precleared to transact in any account in which he or she has a beneficial
interest, with respect to the securities of such company. The Ethics Committee
or the Chief Compliance Officer will also have the discretion of placing a
company on the Restricted List even though no "break in the Chinese Wall" has
or is expected to occur with respect to the material nonpublic information
about the company. Such action may be taken by such persons for the purpose
of avoiding any appearance of the misuse of material nonpublic information.
The Ethics Committee or the Chief Compliance Officer will be responsible
for determining whether to remove a particular company from the Watch List or
Restricted List. The only persons who will have access to the Watch List or
Restricted List are members of the Ethics Committee, Designated Legal or
Compliance Representatives and such persons who are affected by the
information. The Watch List and Restricted List are highly confidential and
should, under no circumstances, be discussed with or disseminated to anyone
other than the persons noted above.
PROTECTING INFORMATION
Directors, Trustees, officers and employees of Janus shall not disclose any
nonpublic information (whether or not it is material) relating to Janus or
its securities transactions to any person outside Janus (unless such
disclosure has been authorized by the Chief Compliance Officer). Material
nonpublic information may not be communicated to anyone, including any
Director, Trustee, officer or employee of Janus, except as provided in this
Policy. Access to such information must be restricted. For example, access
to files containing material nonpublic information and computer files
containing such information should be restricted, and conversations containing
such information, if appropriate at all, should be conducted in private.
To insure the integrity of the Chinese Wall and to avoid unintended
disclosures, it is important that all employees take the following steps with
respect to confidential or nonpublic information:
* Do not discuss confidential information in public places such as elevators,
hallways or social gatherings.
* To the extent practical, limit access to the areas of the firm where
confidential information could be observed or overheard to employees with
a business need for being in the area.
* Avoid use of speakerphones in areas where unauthorized persons may overhear
conversations.
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* Avoid use of wireless and cellular phones, or other means of communication,
which may be intercepted.
* Where appropriate, maintain the confidentiality of Client identities by using
code names or numbers for confidential projects.
* Exercise care to avoid placing documents containing confidential information
in areas where they may be read by unauthorized persons and to store such
documents in secure locations when they are not in use.
* Destroy copies of confidential documents no longer needed for a project unless
required to be saved pursuant to applicable record keeping policies or
requirements.
RESPONSIBILITY TO MONITOR TRANSACTIONS
Compliance will monitor transactions of Clients and employees for which
reports are received to detect the existence of any unusual trading activities
with respect to companies on the Watch and Restricted Lists. Compliance will
immediately report any unusual trading activity directly to the Compliance
Manager, and in his or her absence, the Chief Compliance Officer, who will be
responsible for determining what, if any, action should be taken.
RECORD RETENTION
Compliance shall maintain copies of the Watch List and Restricted List for
a minimum of six years.
TENDER OFFERS
Tender offers represent a particular concern in the law of insider trading
for two reasons. First, tender offer activity often produces extraordinary
fluctuations in the price of the target company's securities. Trading during
this time period is more likely to attract regulatory attention (and produces
a disproportionate percentage of insider trading cases). Second, the SEC has
adopted a rule which expressly forbids trading and "tipping" while in
possession of material nonpublic information regarding a tender offer received
from the tender offeror, the target company or anyone acting on behalf of
either. Janus employees and others subject to this Policy should exercise
particular caution any time they become aware of nonpublic information relating
to a tender offer.
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GIFT POLICY
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Gifts may be given (or accepted) only if they are in accordance with
normally accepted business practices and do not raise any question of
impropriety. A question of impropriety may be raised if a gift influences or
gives the appearance of influencing the recipient. The following outlines
Janus's policy on giving and receiving gifts to help us maintain those
standards and is applicable to all Inside Directors and Inside Trustees,
officers and employees of Janus.
GIFT GIVING
Neither you nor members of your immediate family may give any gift, series of
gifts, or other thing of value, including cash, loans, personal services, or
special discounts ("Gifts") in excess of $100 per year to any Client or any one
person or entity that does or seeks to do business with or on behalf of Janus
or any Client (collectively referred to herein as "Business Relationships").
GIFT RECEIVING
Neither you nor members of your immediate family may receive any Gift of
material value from any single Business Relationship. A Gift will be
considered material in value if it influences or gives the appearance of
influencing the recipient.
In the event the aggregate fair market value of all Gifts received by you
from any single Business Relationship is estimated to exceed $250 in any
12-month period, you must immediately notify your manager. Managers that
receive such notification must report this information to the Compliance
Manager if it appears that such Gifts may have improperly influenced the
receiver. If the Gift is made in connection with the sale or distribution of
registered investment company or variable contract securities, the aggregate
fair market value of all such Gifts received by you from any single Business
Relationship may never exceed $100 in any 12-month period.
Occasionally, Janus employees are invited to attend or participate in
conferences, tour a company's facilities, or meet with representatives of a
company. Such invitations may involve traveling and may require overnight
lodging. Generally, Janus must pay for all travel and lodging expenses
provided in connection with such activities. However, if appropriate, and with
prior approval from your manager, you may accept travel related amenities if
the costs are considered insubstantial and are not readily ascertainable.
The solicitation of a Gift is prohibited (i.e., you may not request a Gift,
such as tickets to a sporting event, be given to you).
CUSTOMARY BUSINESS AMENITIES
Customary business amenities are not considered Gifts so long as such
amenities are business related (e.g., if you are accepting tickets to a sporting
event, the offerer must go with you), reasonable in cost, appropriate as to time
and place, and neither so frequent nor so costly as to raise any question of
impropriety. Customary business amenities which you and, if appropriate, your
guests, may accept (or give) include an occasional meal, a ticket to a sporting
event or the theater, greens fees, an invitation to a reception or cocktail
party, or comparable entertainment.
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OUTSIDE EMPLOYMENT POLICY
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No Inside Director, Inside Trustee, officer or employee of Janus shall
accept employment or compensation as a result of any business activity (other
than a passive investment), outside the scope of his relationship with Janus
unless such person has provided prompt written notice of such employment or
compensation to the Chief Compliance Officer (or, for Registered Persons, to
JDI's Operations Manager), and, in the case of securities-related employment or
compensation, has received the prior written approval of the Ethics Committee.
Registered Persons are reminded to update and submit their Outside Business
Activity Disclosure forms as appropriate pursuant to JDI's Written Supervisory
Procedures and applicable NASD rules.
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PENALTY GUIDELINES
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OVERVIEW
Covered Persons who violate any of the requirements, restrictions, or
prohibitions of the Rules may be subject to sanctions imposed by the Ethics
Committee. The following guidelines shall be used by the Compliance Manager
for recommending remedial actions for Covered Persons who violate prohibitions
or disregard requirements of the Rules. Deviations from the Fifteen-Day Rule
are not considered to be violations under the Rules and, therefore, are not
subject to the penalty guidelines.
Upon learning of a potential deviation from, or violation of the Rules, the
Compliance Manager will provide a written recommendation of remedial action to
the Ethics Committee. The Ethics Committee has full discretion to approve such
recommendation or impose other sanctions it deems appropriate. The Ethics
Committee will take into consideration, among other things, whether the
violation was a technical violation of the Rules or inadvertent oversight
(i.e., ill-gotten profits versus general oversight). The guidelines are
designed to promote consistency and uniformity in the imposition of sanctions
and disciplinary matters.
PENALTY GUIDELINES
Outlined below are the guidelines for the sanctions that may be imposed on
Covered Persons who fail to comply with the Rules:
* 1st violation- Compliance will send a memorandum of reprimand to the person,
copying his or her supervisor. The memorandum will generally reinforce the
person's responsibilities under the Rules, educate the person on the
severity of personal trading violations and inform the person of the
possible penalties for future violations of the Rules;
* 2nd violation- Janus's Chief Investment Officer, James Craig, will meet with
the person to discuss the violations in detail and will reinforce the
importance of complying with the Rules;
* 3rd violation- Janus's Chairman of the Board, Thomas Bailey, will meet with
the person to discuss the violations in detail and will reinforce the
importance of complying with the Rules;
* 4th violation- The Executive Committee will impose such sanctions as it deems
appropriate, including without limitation, a letter of censure, fines,
withholding of bonus payments, or suspension or termination of employment or
personal trading privileges.
In addition to the above disciplinary sanctions, such persons may be
required to disgorge any profits realized in connection with such violation.
All disgorgement proceeds collected will be donated to a charitable organization
selected by the Ethics Committee. The Ethics Committee may determine to impose
any of the sanctions set forth in item 4 above, including termination,
immediately and without notice if it determines that the severity of any
violation or violations warrants such action. All sanctions imposed will be
documented in such person's personal trading file maintained by Janus, and will
be reported to the Executive Committee.
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SUPERVISORY AND COMPLIANCE PROCEDURES
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The Chief Compliance Officer and Compliance Manager are responsible for
implementing supervisory and compliance review procedures. Supervisory
procedures can be divided into two classifications: prevention of violations
and detection of violations. Compliance review procedures include preparation
of special and annual reports, record maintenance and review, and
confidentiality preservation.
SUPERVISORY PROCEDURES
PREVENTION OF VIOLATIONS
To prevent violations of the Rules, the Compliance Manager should, in
addition to enforcing the procedures outlined in the Rules:
1. Review and update the Rules as necessary, at least once annually, including
but not limited to a review of the Code by the Chief Compliance Officer, the
Ethics Committee and/or counsel;
2. Answer questions regarding the Rules, or refer the same to the Chief
Compliance Officer;
3. Request from all persons upon commencement of services, and annually
thereafter, any applicable forms and reports as required by the Rules;
4. Identify all Access Persons and notify them of their responsibilities and
reporting requirements;
5. Write letters to the securities firms requesting duplicate confirmations
and account statements where necessary; and
6. With such assistance from the Human Resources Department as may be
appropriate, maintain a continuing education program consisting of the
following:
1) Orienting Covered Persons who are new to Janus to the Rules, and
2) Further educating Covered Persons by distributing memos or other
materials that may be issued by outside organizations such as the
Investment Company Institute discussing the issue of insider trading
and other issues raised by the Rules.
DETECTION OF VIOLATIONS
To detect violations of these Rules, the Compliance Manager should, in
addition to enforcing the procedures outlined in the Rules:
* Implement procedures to review holding and transaction reports,
confirmations, forms and statements relative to applicable restrictions, as
provided under the Code; and
* Implement procedures to review the Restricted and Watch Lists relative to
applicable personal and Client trading activity, as provided under the
Policy.
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Spot checks of certain information are permitted as noted under the Code.
COMPLIANCE PROCEDURES
REPORTS OF POTENTIAL DEVIATIONS OR VIOLATIONS
Upon learning of a potential deviation from, or violation of the Rules, the
Compliance Manager shall report such violation to the Chief Compliance Officer,
together with all documents relating to the matter. The Chief Compliance
Officer shall either present the information at the next regular meeting of the
Ethics Committee, or conduct a special meeting. The Ethics Committee shall
thereafter take such action as it deems appropriate (see Penalty Guidelines).
ANNUAL REPORTS
The Compliance Manager shall prepare a written report to the Ethics
Committee and the Trustees at least annually. The written report to the
Trustees shall include any certification required by Rule 17j-1. This report
shall set forth the following information, and shall be confidential:
* Copies of the Rules, as revised, including a summary of any changes made
since the last report;
* Identification of any material issues arising under the Rules including
material violations requiring significant remedial action since the last
report;
* Identification of any material conflicts that arose since the last report;
and
* Recommendations, if any, regarding changes in existing restrictions or
procedures based upon Janus's experience under these Rules, evolving industry
practices, or developments in applicable laws or regulations.
The Trustees must initially approve these Rules within the time frame
required by Rule 17-1. Any material changes to these Rules must be approved
within six months.
RECORDS
Compliance shall maintain the following records on behalf of each Janus
entity:
* A copy of this Code and any amendment thereof which is or at any time within
the past five years has been in effect.
* A record of any violation of this Code, or any amendment thereof, and of any
action taken as a result of such violation.
* Files for personal securities transaction confirmations and account
statements, all reports and other forms submitted by Covered Persons pursuant
to these Rules and any other pertinent information.
* A list of all persons who are, or have been, required to make reports pursuant
to these Rules.
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* A list of persons who are, or within the last five years have been
responsible for, reviewing transaction and holdings reports.
* A copy of each report made to the Trustees pursuant to this Code.
INSPECTION
The records and reports maintained by Compliance pursuant to the Rules
shall at all times be available for inspection, without prior notice, by any
member of the Ethics Committee.
CONFIDENTIALITY
All procedures, reports and records monitored, prepared or maintained
pursuantn to these Rules shall be considered confidential and proprietary to
Janus and shall be maintained and protected accordingly. Except as otherwise
required by law or this Policy, such matters shall not be disclosed to anyone
other than to members of the Ethics Committee, as requested.
FILING OF REPORTS
To the extent that any report, form acknowledgment or other document is
required to be in writing and signed, such documents may be submitted in by
e-mail or other electronic form approved by Compliance. Any report filed with
the Chief Compliance Officer or Compliance Manager of JCC shall be deemed filed
with the Janus Funds.
THE ETHICS COMMITTEE
The purpose of this Section is to describe the Ethics Committee. The Ethics
Committee is created to provide an effective mechanism for monitoring
compliance with the standards and procedures contained in the Rules and to take
appropriate action at such times as violations or potential violations are
discovered.
MEMBERSHIP OF THE COMMITTEE
The Committee consists of Thomas A. Early, Vice President and General Counsel;
Steven R. Goodbarn, Vice President of Finance, Treasurer and Chief Financial
Officer; David Kowalski, Vice President and Chief Compliance Officer; and
Ernie C. Overholt, Compliance Manager. The Compliance Manager currently serves
as the Chairman of the Committee. The composition of the Committee may be
changed from time to time.
COMMITTEE MEETINGS
The Committee shall generally meet every four months or as often as
necessary to review operation of the compliance program and to consider
technical deviations from operational procedures, inadvertent oversights, or any
other potential violation of the Rules. Deviations alternatively may be
addressed by including them in the employee's personnel records maintained by
Janus. Committee meetings are primarily intended for consideration of the
general operation of the compliance program and substantive or serious
departures from standards and procedures in the Rules.
Such other persons may attend a Committee meeting, at the discretion of the
Committee, as the Committee shall deem appropriate. Any individual whose
conduct has given rise to the meeting also may be called upon, but shall not
have the right, to appear before the Committee.
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It is not required that minutes of Committee meetings be maintained; in
lieu of minutes the Committee may issue a report describing any action taken.
The report shall be included in the confidential file maintained by the
Compliance Manager with respect to the particular employee or employees whose
conduct has been the subject of the meeting.
SPECIAL DISCRETION
The Committee shall have the authority by unanimous action to exempt any
person or class of persons or transaction or class of transactions from all or
a portion of the Rules, provided that:
* The Committee determines, on advice of counsel, that the particular
application of all or a portion of the Rules is not legally required;
* The Committee determines that the likelihood of any abuse of the Rules by
such exempted person(s) or as a result of such exempted transaction is
remote;
* The terms or conditions upon which any such exemption is granted is
evidenced in writing; and
* The exempted person(s) agrees to execute and deliver to the Compliance
Manager, at least annually, a signed Acknowledgment Form, which
Acknowledgment shall, by operation of this provision, include such
exemptions and the terms and conditions upon which it was granted.
The Committee shall also have the authority by unanimous action to impose
such additional requirements or restrictions as it, in its sole discretion,
determines appropriate or necessary, as outlined in the Penalty Guidelines.
Any exemption, and any additional requirement or restriction, may be
withdrawn by the Committee at any time (such withdrawal action is not required
to be unanimous).
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GENERAL INFORMATION ABOUT THE ETHICS RULES
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DESIGNEES
The Compliance Manager and the Chief Compliance Officer may appoint
designees to carry out their functions pursuant to these Rules.
ENFORCEMENT
In addition to the penalties described in the Penalty Guidelines and
elsewhere in the Rules, upon discovering a violation of the Rules, the Janus
entity with which you are associated may impose such sanctions as it deems
appropriate, including without limitation, a letter of censure or suspension
or termination of employment or personal trading privileges of the violator.
All material violations of the Rules and any sanctions imposed with respect
thereto shall be reported periodically to the Directors and Trustees and the
directors of any other Janus entity which has been directly affected by the
violation.
INTERNAL USE
The Rules are intended solely for internal use by Janus and do not
constitute an admission, by or on behalf of such companies, their controlling
persons or persons they control, as to any fact, circumstance or legal
conclusion. The Rules are not intended to evidence, describe or define any
relationship of control between or among any persons. Further, the Rules are
not intended to form the basis for describing or defining any conduct by a
person that should result in such person being liable to any other person,
except insofar as the conduct of such person in violation of the Rules may
constitute sufficient cause for Janus to terminate or otherwise adversely
affect such person's relationship with Janus.
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