JANUS ETHICS RULES
"ACT IN THE BEST INTEREST OF OUR INVESTORS - EARN THEIR CONFIDENCE WITH EVERY
ACTION"
CODE OF ETHICS
INSIDER TRADING POLICY
GIFT POLICY
OUTSIDE EMPLOYMENT POLICY
<PAGE>
definitions 4
introduction 6
CAUTION REGARDING PERSONAL TRADING ACTIVITIES 6
COMMUNICATIONS WITH OUTSIDE TRUSTEES/DIRECTORS 6
code of ethics 7
Overview.............................................................7
General Prohibitions.................................................7
Trading Restrictions.................................................8
Excluded Transactions................................................9
Preclearance.........................................................9
Trading Ban on Portfolio Managers and Assistant Portfolio Managers..........10
60 Day Rule....................................................10
Blackout Period................................................10
Fifteen Day Rule...............................................10
Seven Day Rule.................................................10
Short Sales....................................................10
Hedge Funds, Investment Clubs, and Other Investments...........11
Preclearance Procedures...................................................11
General Preclearance......................................................11
Preclearance Requirements For Investment Personnel..................11
Preclearance of Company Stock.......................................12
Preclearance of Tender Offers and Stock Purchase Plans..........12
Four Day Effective Period.......................................12
Reporting Transactions and Accounts.............................12
Monthly Transaction Reports.....................................13
Non-Influence and Non-Control Accounts..........................14
Other Required Forms............................................14
Acknowledgement Forms...........................................14
Investment Personnel Representation Form........................14
Outside Director/Trustee Representation Form....................14
insider trading policy.....15
BACKGROUND INFORMATION...................................................15
Who is an Insider?.......................................................15
When is Information Nonpublic?...........................................16
What is Material Information?............................................16
When is Information Misappropriated?.....................................16
Penalties for Insider Trading............................................16
Who is a Controlling Person?.............................................17
PROCEDURES TO IMPLEMENT POLICY...........................................17
Identifying Material Inside Information..................................17
Reporting Inside Information.............................................17
Watch and Restricted Lists...............................................18
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..........................................................24
Confidentiality.....................................................24
The Ethics Committee................................................25
Membership of the Committee.........................................25
Committee Meetings..................................................25
Special Discretion..................................................25
General Information About the Ethics Rules 26
Designees.........................................................26
Enforcement.......................................................26
Internal Use......................................................26
forms 26
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JANUS ETHICS RULES
"act in the best interest of our investors - earn their confidence with every
action"
DEFINITIONS
The following definitions are used throughout this document. You are
responsible for reading and being familiar with each definition.
1. "Access Persons" are Investment Personnel, Directors, Trustees, and
officers of JCC and other designated persons deemed by the Ethics
Committee to have access to current trading information. Access Persons
are subject to additional scrutiny and more restrictions because of
their access or potential access to information about current portfolio
holdings and transactions.
2. "Beneficial Ownership" shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions
of Section 16 of the Securities Exchange Act of 1934 and the rules and
regulations thereunder. 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.
3. "Company Stock" is any stock or option issued by Janus or Kansas
City Southern Industries, Inc. ("KCSI").
4. "Covered Securities" generally include all securities, whether
publicly or privately traded (including securities issued by KCSI
or JCC) 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 following investments are not Covered
Securities:
o shares of open-end investment companies (e.g. mutual funds);
o direct obligations of the U.S. government (e.g., Treasury securities), or any
derivative thereof;
o obligations of agencies and instrumentalities of the U.S. government with a
remaining term to maturity of one year or less, or any derivative thereof;
o securities representing a limited partnership interest in a real estate
limited partnership;
o money market instruments, such as certificates of deposit, bankers'
acceptances, repurchase agreements, and commercial paper;
o insurance contracts, including life insurance or annuity contracts;
o direct investments in real estate, business franchises or similar ventures;
and
o physical commodities
(including foreign currencies), or any derivatives thereof.
5. "Designated Compliance Representatives" are Ernie Overholt, Ted Dryden and/or
his designee(s), and Stephen Stieneker and/or his designee(s).
6. "Designated Legal Representatives" are Debby Bielicke-Eades, Stephen
Stieneker, or their designee(s).
7. "Designated Trading Operations Representatives" are Lesa Finney, John Porro,
and Mark Farrell.
8. "Directors" are directors of JCC.
9. "Ethics Committee" is comprised of Ted Dryden, Thomas Early, Steve Goodbarn,
and Stephen Stieneker.
10. "Inside Trustees and Directors" are Trustees and Directors that are also
employed by Janus.
11. "Investment Personnel" are portfolio managers, assistant portfolio managers,
research analysts, trading department personnel and any other employees deemed
by the Compliance Department to be comparable.
12. "Janus" is Janus Investment Fund, Janus Aspen Series, Janus Capital
Corporation, Janus Service Corporation, Janus Distributors, Inc., Janus Capital
International Ltd, and Janus International (UK) Ltd.
13. "Janus Funds" are Janus Investment Fund and Janus Aspen Series.
14. "JCC" is Janus Capital Corporation.
15. "JDI" is Janus Distributors, Inc.
16. "JDI's Operations Manager" is Dana Wagener and/or her designee(s).
17. "NASD" is the National Association of Securities Dealers, Inc.
18. "Non-Access Person" is any person that is not an Access Person.
19. "Outside Directors" are Directors who are not employed by Janus.
20. "Outside Trustees" are Trustees who are not identified as an "interested
person" in the registration statement of the Janus Funds.
21. "Registered Persons" are persons registered with the NASD by JDI.
22. "SEC" is Securities and Exchange Commission.
23. "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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These Ethics Rules ("Rules") apply to all Directors, Trustees, officers,
and employees of Janus ("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 Janus' mutual funds and other 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 Form to the Compliance Department ("Compliance") upon
commencement of employment or other services, and on an annual basis thereafter.
The Acknowledgment 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, for some Covered Persons, become prohibited while the position
remains open. For example, closing 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 the 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 the 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 Director of
Compliance.
<PAGE>
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 which are held or are 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 access persons 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 are prohibited for Covered Persons (remember, if you work at
Janus or you're a Trustee or Director, you're a Covered Person). Persons who
violate any prohibition shall disgorge any profits realized in connection with
such violation to a charitable organization selected by the Ethics Committee,
and may be subject to sanctions imposed by the Ethics Committee, as outlined in
the Penalty Guidelines. 1. Purchasing, in an initial public offering, Covered
Securities (see Definitions section) for which no
public market in the same or similar securities of that issuer has
previously existed. No securities may be purchased in an offering that
constitutes a "hot issue" as defined in NASD rules. Such securities may
be purchased, 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
employee except in connection with a shareholder vote.*
2. Causing a Client to take action, or to fail to take action, for
personal benefit, rather than to benefit such Client. For example, an
employee would violate this Code by causing a Client to purchase a
security owned by the employee 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.
3. Using knowledge of portfolio transactions made or contemplated for Clients to
profit, or cause others to profit, by the market effect of such transactions.
4. Disclosing current portfolio transactions made or contemplated for Clients as
well as any other nonpublic information to anyone outside of Janus.
5. Engaging in fraudulent conduct in connection with the purchase or sale of a
security held or to be acquired by a Client, including without limitation:
a) employing any device, scheme or artifice to defraud any
Client;
b) 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;
c) engaging in any act, practice or course of business which
operates or would operate as a fraud or deceit upon any
Client;
d) engaging in any manipulative practice with respect to any
Client; or
e) investing in derivatives to evade the restrictions of this
Code. Accordingly, individuals may not use derivatives to
take positions in securities which the Code would prohibit
if the positions were taken directly.
6. No Investment Personnel may serve on the board of directors of a
publicly traded company without prior written authorization by the
Ethics Committee. No such service shall be approved without a finding
by the Committee that the board service would not be inconsistent with
the interests of Clients. If board service is authorized by the
Committee, the Investment Personnel serving as director normally should
be isolated from those making investment decisions with respect to the
company involved through "Chinese Walls" or other procedures.**
7. 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 their manager or the Chief Investment Officer and obtain their
consent. The manager or Chief Investment Officer may only grant consent
if they have no material interest in the security. A material interest
is Beneficial Ownership of any securities (including derivatives,
options, warrants or rights), offices, directorships, significant
contracts, or interests or relationships that are likely to affect such
person's judgment.**
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, 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 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 Transactions and Accounts):
o Tender offer transactions are exempt from all Trading Restrictions except
Preclearance. o 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, sales of
such securities are subject to the Trading Restrictions of the Code).
o The acquisition of securities through stock dividends, dividend
reinvestments, 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.
o 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.
o Nondiscretionary transactions in Company Stock (e.g., the acquisition of
securities through 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 KCSI (e.g.,
exercising options or selling ESPP Stock) are exempt from all Trading
Restrictions except Preclearance (See procedures for Preclearance of
Company Stock). o The acquisition of securities by gift or inheritance are
exempt from all Trading Restrictions.
PRECLEARANCE
Access Persons (except Outside Directors and Outside Trustees) must obtain
preclearance prior to engaging in any personal transaction in applicable Covered
Securities. Preclearance procedures, as well as special procedures for
preclearing transactions in KCSI securities, tender offer transactions and stock
purchase plans are set forth below.
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:
o Purchases or sales of securities issued by JCC or KCSI; o The sale of any
security that is not held by any Client; and
o The sale of any security in order to raise cash to meet personal
financial needs (e.g., to purchase a home, automobile, etc.).
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 60 calendar days if a Client
held or traded the security during the 60 day period.
BLACKOUT PERIOD
No Access Person may engage in a transaction in a Covered Security when
such person knows 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 as part of the preclearance process referenced above. Preclearance may
be given when any pending Client order is executed or withdrawn.
FIFTEEN DAY RULE
Any Access Person (except Outside Directors and Outside Trustees) who buys
or sells an applicable 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 SEVEN DAY RULE
Any portfolio manager or assistant portfolio manager who buys or sells an
applicable 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
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 referenced above.
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 relying upon this
provision will be required to file a Certification of Non-Influence and
Non-Control Form with the Director of Compliance.
PRECLEARANCE PROCEDURES
Preclearance must be obtained by Access Persons 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 will notify the person when preclearance has been approved and the
trade then has four days to be executed.
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.
In place of this authorization, Investment Personnel are required to
obtain portfolio manager approvals 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 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 DIRECTOR OF COMPLIANCE, OR A DESIGNATED LEGAL OR COMPLIANCE
REPRESENTATIVE IF THE DIRECTOR OF COMPLIANCE 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.
Except for transactions in KCSI, 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 portfolio management approvals. However, such approval shall not be
required for sales of securities not held by any Clients:
o TRADES IN EQUITY SECURITIES require prior written approval from
all senior equity portfolio managers and either Ron Speaker or
Sandy Rufenacht;
o TRADES IN DEBT SECURITIES require prior written approval from all
senior fixed income portfolio managers plus either Jim Craig or two
other senior equity portfolio managers.
A portfolio manager may not preclear his/her own transaction.
PRECLEARANCE OF COMPANY STOCK
Officers of Janus and certain persons designated by Compliance who wish to
make discretionary transactions in KCSI securities, or derivatives thereon, must
preclear such transactions only with the Director of Compliance or other
Designated Legal or Compliance Representative. 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 10 business day period beginning 72 hours
after KCSI files its quarterly results with the SEC (e.g., 10Q or 10K filing,
not earnings release). To preclear the trade, the Director of Compliance or such
other Representative shall discuss the transaction with Janus' General Counsel
or Chief Financial Officer.
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 Director of Compliance 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 Director of
Compliance 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 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
will be necessary to re-preclear transactions not executed within the four day
effective period.
REPORTING TRANSACTIONS AND ACCOUNTS
ACCESS PERSONS (other than Outside Trustees) 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. 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, they may in-lieu of reporting
duplicate account statements, report duplicate 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.
Access 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. An Account Information Form should
be completed for this purpose.
Certain transactions, such as private placements, inheritances or gifts,
might not be reported through a securities account. In these instances, Access
Persons must report these transactions using a Monthly Transaction Report as
noted below.
Any REGISTERED PERSON, whether or not an Access Person, must notify
Compliance of each brokerage account in which they have a beneficial interest,
including the name of the firm and the name under which the account is carried.
An Account Information Form should be completed for this purpose. Such persons
are also required to authorize Janus to request and receive directly, duplicate
trade confirmations and duplicate account statements for each account.
Compliance may, from time to time, request and spot check such information for
all or a portion of such transactions or accounts.
NON-
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 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 such reports.
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.
MONTHLY TRANSACTION REPORTS
ACCESS PERSONS (other than Outside Trustees) must provide a Monthly
Transaction Report within 10 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 securities or commodities accounts, including without limitation
nonbrokered private placements, gifts, inheritances, and other transactions in
Covered Securities.
Such persons must promptly comply with any request of the Director of
Compliance to provide monthly 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.
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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 relying upon this provision will be
required to file a Certification of Non-Influence and Non-Control Form with the
Director of Compliance.
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 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 Account Information Form, Monthly and Annual Transaction
Reports, and Certification of Non-Influence and Non-Control Form discussed
above, the following forms must be completed if applicable to you:
ACKNOWLEDGEMENT FORMS
Each Covered Person must, upon commencement of services and annually
thereafter, provide Compliance with an Acknowledgment Form stating that he or
she has reviewed and complied with the Rules and has reported all applicable
securities transactions.
INVESTMENT PERSONNEL REPRESENTATION FORM
Investment Personnel must, upon commencement of services and annually
thereafter, provide Compliance with an Investment Personnel Representation Form
which lists all Covered Securities beneficially held. 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.
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.
<PAGE>
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:
o trading by an insider, while in possession of material nonpublic information,
o 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,
o communicating material nonpublic information to others in breach of a duty not
to disclose such information, and
o 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 Director of Compliance.
The following discussion is intended to help you understand the principal
concepts involved in insider trading.
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.
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:
o civil injunctions
o treble damages
o disgorgement of profits
o jail sentences for up to 10 years
o fines up to $1,000,000 (or $2,500,000 for corporations and other
entities)
o 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
o 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:
o To whom has this information been provided? Has the information been
effectively communicated to the marketplace?
o 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?
o 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.
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:
o Do not purchase or sell the securities on behalf of yourself or others,
including Clients. o Do not communicate the information inside or outside
of Janus, other than to the Chief Compliance
Officer or the Director of Compliance.
o Immediately advise the Chief Compliance Officer or Director of
Compliance of the nature and source of such information. The Chief
Compliance Officer or Director of Compliance will review the
information with the Ethics Committee.
o 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 Director of Compliance 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.
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:
o Do not discuss confidential information in public places such as
elevators, hallways or social gatherings.
o 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.
o Avoid use of speakerphones in areas where unauthorized persons may
overhear conversations. o Avoid use of wireless and cellular phones, or
other means of communication which may be intercepted. o Where appropriate,
maintain the confidentiality of Client identities by using code names or
numbers for
confidential projects.
o 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.
o Destroy copies of confidential documents no longer needed for a project
unless required to be saved pursuant to applicable recordkeeping
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 Director of
Compliance, 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
Copies of the Watch List and Restricted List shall be maintained by the
Director of Compliance 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.
<PAGE>
Gifts may only be given (or accepted) 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'
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 Director of Compliance 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, all travel and lodging expenses provided in connection with
such activities must be paid for by Janus. 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, green fees, an invitation to a reception or cocktail
party, or comparable entertainment.
<PAGE>
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.
<PAGE>
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 Director of Compliance
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 or violation from the Rules, the
Director of Compliance will provide a written recommendation of remedial action
to the Ethics Committee. The Ethics Committee has full discretion to approve
such recommendations 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:
o 1st violation - Compliance will send a memorandum of reprimand to
the person, copying his/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 failure
to comply with the Rules;
o 2nd violation - Janus' Chief Investment Officer, James P. Craig, will
meet with the person to discuss the violations in detail and will
reinforce the importance of complying with the Rules;
o 3rd violation - Janus' Chairman of the Board, Thomas H. Bailey, will
meet the person to discuss the violations in detail and will reinforce
the importance of complying with the Rules;
o 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. All sanctions imposed will be documented in
such person's personal trading file maintained by Janus, and will be reported to
the Executive Committee.
<PAGE>
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 Director of Compliance 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. write letters to the securities firms requesting duplicate confirmations and
account statements where necessary; and
5. with such assistance from the Human Resources Department as may be
appropriate, maintain a continuing education program consisting of the
following:
a) orienting Directors, Trustees, officers, and employees who are new to Janus
to the Rules, and
b) further educating Directors, Trustees, officers, and employees 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 Director of Compliance should, in
addition to enforcing the procedures outlined in the Rules:
Review reports, confirmations, and statements relative to applicable
restrictions, as provided under the Code; Review the Restricted and Watch Lists
relative to applicable personal and Client trading activity, as provided under
the Policy;
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 or violation of the Rules, the
Director of Compliance should prepare a written report providing full details
and a recommendation of remedial action to the Ethics Committee. The Ethics
Committee shall thereafter take such action as it deems appropriate (see Penalty
Guidelines).
ANNUAL REPORTS
The Director of Compliance should prepare at least annually a written
report for the Ethics Committee. This report shall set forth the following
information, and shall be confidential.
o Copies of the Rules, as revised, including a summary of any changes made
during the past year; o Identification of any violations requiring
significant remedial action during the past year; and o Recommendations, if
any, regarding changes in existing restrictions or procedures based upon
Janus'
experience under these Rules, evolving industry practices, or
developments in applicable laws or regulations.
The Ethics Committee will annually report to the Trustees with respect to
any of the above items to the extent that the Janus Funds are materially
affected thereby.
RECORDS
Compliance should maintain the following records:
o 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. Such files
shall be stored in a secure location;
o A copy of each preclearance;
A list of all persons who are, or have been, required to make reports
pursuant to these Rules.
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
pursuant 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.
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 Steven R. Goodbarn, Vice President of Finance,
Treasurer and Chief Financial Officer; Thomas A. Early, Vice President and
General Counsel; Stephen L. Stieneker, Vice President of Compliance, Chief
Compliance Officer and Assistant General Counsel; and Ted S. Dryden, Director of
Compliance. The Director of Compliance 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. At such time as the Director of
Compliance learns of a potential violation, he or she 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 Committee, or convene a special meeting.
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.
A Committee meeting may be attended, at the discretion of the Committee, by
such other persons as the Committee shall deem appropriate. Any individual whose
conduct has given rise to the meeting may also be called upon, but shall not
have the right, to appear before the Committee.
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 Director
of Compliance 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 from all or a portion of the Rules, provided that:
o the Committee determines, on advice of counsel, that the particular
application of all or a portion of the Rules is not legally required;
o the Committee determines that the likelihood of any abuse of the Rules by
such exempted person(s) is remote;
o the terms or conditions upon which any such exemption is granted is
evidenced in a written instrument; and
o the exempted person(s) agrees to execute and deliver to the Director of
Compliance, 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).
DESIGNEES
The Director of Compliance 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.
Attached are blank forms for use in complying with the Rules. These forms
may be revised from time to time, as the Ethics Committee shall determine.
Please contact Compliance if you need additional forms or if you have any
questions.
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INTRODUCTION
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CODE OF ETHICS
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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. Registered Persons, unless they are also Access
Persons, should not arrange to send
duplicate confirms - compliance
will arrange this if desired.
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INSIDER TRADING POLICY
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GIFT POLICY
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OUTSIDE EMPLOYMENT POLICY
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PENALTY GUIDELINES
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SUPERVISORY AND COMPLIANCE PROCEDURES
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GENERAL INFORMATION ABOUT THE ETHICS RULES
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FORMS
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*.. Item 1 is not applicable to Outside Directors and Outside Trustees. **
Items 6 and 7 are applicable to Investment Personnel only.
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 a
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.
2 . Personal purchases are matched only against subsequent Client purchases, and
personal sales are only matched against subsequent Client sales for purposes of
this restriction.
