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CODE OF ETHICS
EFFECTIVE
1. INTRODUCTION
A. PURPOSE
While the investment advisers listed on Schedule A (hereinafter referred to
as "Adviser") believe that individual investment activities by their officers
and employees should not be prohibited or discouraged, the nature of the
Adviser's fiduciary obligations to shareholders of the registered investment
companies listed on Schedule A (hereinafter referred to as the "Funds") and
other clients (together with the Funds, the "Advisory Clients") for which it
serves as an adviser or subadviser does necessarily result in some
restrictions on the investment activities of the Adviser's directors,
officers and employees and members of their families.
This Code of Ethics (the "Code") is intended to address three fundamental
principles that must guide the personal investment activities of the
Adviser's directors, officers and employees in light of their fiduciary
duties:
1. PLACE THE INTERESTS OF OUR ADVISORY CLIENTS FIRST. As a fiduciary
you must scrupulously avoid serving your own personal interest
ahead of the interests of our Advisory Clients. You may not
cause an Advisory Client to take action, or not to take action,
for your own personal benefit rather than the benefit of the
Advisory Client. For example, you would violate this Code if you
caused an Advisory Client to purchase a Security you owned for
the purpose of increasing the price of that Security.
If you are a portfolio manager or an employee who provides
information or advice to a portfolio manager or helps execute a
portfolio manager's decisions, you would also violate this Code if
you made a personal investment in a Security that might be an
appropriate investment for an Advisory Client without first
considering the Security as an investment for the Advisory Client.
2. AVOID TAKING INAPPROPRIATE ADVANTAGE OF YOUR POSITION. The receipt
of investment opportunities, gifts or gratuities from persons
seeking business with the Adviser directly or on behalf of an
Advisory Client could call into question the independence of your
business judgment. Accordingly, you must comply with the policies
and procedures set forth in this Code under the heading FIDUCIARY
DUTIES. Doubtful situations should be resolved against your
personal interest.
3. PERSONAL INVESTING ACTIVITIES MUST BE CONDUCTED IN SUCH A WAY AS
TO AVOID EVEN THE APPEARANCE OF A CONFLICT OF INTEREST WITH
INVESTMENT ACTIVITIES UNDERTAKEN FOR ADVISORY CLIENTS.
Accordingly, you must comply with the policies and procedures
set forth in this Code under the heading PERSONAL SECURITIES
TRANSACTIONS. Doubtful situations should be resolved against your
personal interest.
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Further, Rule 17j-1 under the Investment Company Act of 1940
(the "Investment Company Act") requires that every investment company
adopt a code of ethics regarding personal investment activities of persons
having access to information about portfolio transactions of the investment
company, and Rule 204-2 under the Investment Advisers Act of 1940
(the "Investment Advisers Act") requires that investment advisers keep certain
records, which must be available for inspection by representatives of the
Securities and Exchange Commission (the "SEC"), regarding personal activities
of advisory personnel.
This Code has been adopted by the Adviser and the boards of directors of the
Funds managed by the Adviser, to address these principles and regulatory
requirements.
B. COMPLIANCE WITH THIS CODE IS A CONDITION OF EMPLOYMENT
Compliance with this Code and the principles described above is a condition
of your employment. A violation of this Code or its principles may be cause
for disciplinary action by the Adviser, including termination of employment.
Other disciplinary actions can include warnings, and periods of "probation"
during which all personal investment activities (except for specifically
approved liquidation of current positions) are prohibited.
PERSONAL INVESTMENT ACTIVITIES OF PERSONS COVERED BY THIS CODE MUST ADHERE TO
THE FUNDAMENTAL PRINCIPLES DESCRIBED ABOVE, AS WELL AS THE SPECIFIC
PROVISIONS OF THE CODE. IT BEARS EMPHASIS THAT TECHNICAL COMPLIANCE WITH THE
LETTER OF THE CODE'S REQUIREMENTS AND PROCEDURES WILL NOT AUTOMATICALLY
INSULATE FROM SCRUTINY, TRANSACTIONS WHICH APPEAR TO INDICATE A PATTERN OF
ABUSE OF AN INDIVIDUAL'S FIDUCIARY DUTIES TO THE ADVISORY CLIENTS OF THE
ADVISER.
EMPLOYEES OF THE ADVISER MAY BE SUBJECT TO POLICIES AND PROCEDURES IN
ADDITION TO THIS CODE, WHICH HAVE BEEN CREATED BY OR ON BEHALF OF AMERICAN
INTERNATIONAL GROUP, INC. (AIG). THIS CODE SHALL NOT SUPERSEDE ANY SUCH
POLICIES OR PROCEDURES ESTABLISHED BY AIG.
C. QUESTIONS
Questions regarding this Code should be directed to your Regional Compliance
Officer.
D. DEFINITIONS
This Code divides directors, officers and employees of the Adviser into
several categories, and imposes varying requirements by category appropriate
to the sensitivity of the positions included in that category.
ACCESS PERSON means any partner, officer, trustee, director and Advisory
Person of the Advisor, and any other person designated by the Director of
Compliance or the Regional Compliance Officer who may be exposed from time to
time to information about Advisory Client investment activities.
ADVISORY PERSON means any employee entrusted with the direct responsibility
and authority, either alone or as part of a co-manager team or group, to make
investment decisions affecting an Advisory Client's investment plans and
interests, as well as other personnel, such as research analysts, trading
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personnel, individuals who provide information or advice to portfolio
managers, and those individuals who execute portfolio manager decisions.
Advisory Person also includes any of the following persons who obtain
information concerning securities recommendations being made by the Adviser
prior to effective dissemination of such recommendations or of the
information concerning such recommendations:
i) any person in a CONTROL relationship to the Adviser or a Fund
listed on Schedule A, or
ii) any Affiliated Person of such controlling person.
AFFILIATED PERSON of another person means:
i) any person directly or indirectly owning, controlling, or holding
with power to vote, 5% or more of the outstanding voting
securities of such other person;
ii) any person 5% or more of whose outstanding voting securities are
directly or indirectly owned, controlled, or held with power to
vote, by such other person;
iii) any person controlled in whole or in part by such other person;
iv) any officer, director, partner, co-partner or employee of such
other person; and
v) if such other person is an investment company, any investment
adviser thereof or any member of an advisory board thereof.
ASSOCIATED PERSON means any individual subject to this Code, including any
Access Person, Nonaccess Person, and Disinterested Director.
CONTROL means the power to exercise a controlling influence over management
or policies of a company, unless such power is solely the result of an
official position with such company. Ownership of 25% or more of a company's
outstanding voting securities is presumed to give the holder thereof control
over the company. Such presumption may be countered by the facts and
circumstances of a given situation.
DISINTERESTED DIRECTOR means a director of any Fund listed on Schedule A who
is not an "interested" person of such Fund within the meaning of Section
2(a)(19) of the Investment Company Act. An interested person is in the
position to INFLUENCE the operations of an Advisory Client.
NONACCESS PERSON means any person designated by the Director of Compliance or
Regional Compliance Officer who, due to his or her substantial duties
unrelated to the investment advisory service for Advisory Clients, is not
exposed from time to time to information about Advisory Client investment
activities. If a Nonaccess Person is exposed to information about Advisory
Client investment activities or his or her duties change, he or she shall no
longer be deemed a Nonaccess Person. In addition, Nonaccess Persons also
include persons who serve as officers or employees of Funds listed in
Schedule A and are subject to codes of conduct at their own financial
institutions which are in compliance with Section 17(j) of the Investment
Company Act, but who are not employees of or otherwise affiliated with the
Adviser. An officer of the Adviser CANNOT be designated a Nonaccess Person.
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II. PERSONAL SECURITIES TRANSACTIONS
A. TRADING IN GENERAL
Unless you are a Disinterested Director or Nonaccess Person, you may not
engage, and may not permit any other person or entity to engage, in the
purchase or sale of Securities (other than Exempt Securities and Securities
which can be sold in Exempt Transactions) of which you have, or by reason of
the transaction will acquire, Beneficial Ownership, and which, within seven
(7) calendar days before and after the transaction:
1. is being considered for purchase or sale by an Advisory Client, or
2. is being purchased or sold by an Advisory Client.
SECURITIES
The following ARE SECURITIES:
Any note, stock, treasury stock, bond debenture, evidence of indebtedness,
certificate of interest or participation in any profit-sharing agreement,
collateral-trust certificate, preorganization certificate or subscription
transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil,
gas, or other mineral rights, any put, call, straddle, option or privilege on
any security (including a certificate of deposit) or on any group or index of
securities (including any interest therein or based on the value thereof), or
any put, call, straddle, option or privilege entered into on a national
securities exchange relating to foreign currency or, in general, any interest
or instrument commonly known as a security or any certificate of interest or
participation in, temporary or interim certificate for, receipt for,
guarantee of, or warrant or right to subscribe to or purchase, any security.
The following ARE NOT SECURITIES:
1. Commodities, futures contracts and options traded on a commodities
exchange, including currency futures. However, futures and options
on any group or index of Securities are Securities.
The following are EXEMPT SECURITIES:
1. Securities which are direct obligations of the U.S. Government
(i.e., U.S. Treasury obligations).
2. Bankers' acceptances, bank certificates of deposit, commercial
paper, and high quality short-term debt instruments, including
repurchase agreements. HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS
ARE INTERPRETED TO MEAN ANY INSTRUMENT THAT HAS A MATURITY AT
ISSUANCE OF LESS THAN 366 DAYS AND THAT IS RATED IN ONE OF THE
TWO HIGHEST RATING CATEGORIES BY A NATIONALLY RECOGNIZED
STATISTICAL RATING ORGANIZATION.
3. Shares of registered open-end investment companies.
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BENEFICIAL OWNERSHIP
You are considered to have Beneficial Ownership of Securities if you have or
share a direct or indirect PECUNIARY INTEREST in the Securities.
You have a Pecuniary Interest in Securities if you have the opportunity,
directly or indirectly, to profit or share in any profit derived from a
transaction in the Securities.
The following are examples of an indirect Pecuniary Interest in Securities:
1. Securities held by members of your IMMEDIATE FAMILY sharing the
same household or for whom you provide investment advice, however,
this presumption may be rebutted by convincing evidence that
profits derived from transactions in these Securities will not
provide you with any economic benefit.
Immediate family means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, and includes any adoptive relationship.
2. Your interest as a general partner in Securities held by a general
or limited partnership.
3. Your interest as manager-member in the Securities held by a
limited liability company.
The following circumstances constitute Beneficial Ownership by you of
Securities held by a trust:
1. Your ownership of Securities as a trustee where either you or
members of your immediate family have a vested interest in the
principal or income of the trust.
2. Your ownership of a vested beneficial interest in a trust.
3. Your status as a settlor of a trust, unless the consent of all
of the beneficiaries is required in order for you to revoke
the trust.
There is the presumption that you can exert some measure of influence or
control over accounts in which you serve as guardian, executor or trustee,
but this presumption may be rebutted if you certify in writing (and annually,
re-certify, as applicable) that you have no such control or influence.
NOTE: THE ABOVE LIST OF EXAMPLES IS NON-EXHAUSTIVE. IF IN DOUBT AS TO WHETHER
YOU HAVE BENEFICIAL OWNERSHIP OF SECURITIES, THE REGIONAL COMPLIANCE OFFICER
SHOULD BE CONSULTED.
EXEMPT TRANSACTIONS
The Compliance Committee may exempt designated classes of transactions from
any of the provisions of this Code except the provisions set forth under
REPORTING. Such designated Exempt Transactions are attached to this Code as
Appendix A.
CIRCUMSTANCES REQUIRING PRECLEARANCE
If you have Beneficial Ownership of a Security which is not an Exempt
Security and which cannot be sold in an Exempt Transaction, such Security may
be purchased or sold only if you obtain
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preclearance from your Regional Compliance Officer. No transactions may be
effected in such Securities by you without such prior approval. The
preclearance requirement does NOT apply to Disinterested Directors and
Nonaccess Persons.
Once granted, preclearance approval is valid for only seven (7) calendar days
(or in the case of a private placement purchase, the closing of the private
placement transaction). An order which is not executed within that time, must
be re-submitted for preclearance approval. In the event that a good till
canceled limit order is not executed within that time the order does NOT need
to be re-submitted for preclearance, provided that no conditions of that
order change (i.e. price, shares). Preclearance approval is requested by
submitting a preclearance form attached to this Code as Appendix E or
transmitting an e-mail, that contains all of the relevant information
included on the preclearance form, to the designated Compliance personnel.
Preclearance will not be given unless a determination is made that the
purchase or sale complies with this Code and the foregoing restrictions.
THE ADVISER RECOGNIZES THAT THE APPLICATION OF THE BLACKOUT PERIOD SEVEN
CALENDAR DAYS AFTER AN ADVISORY CLIENT TRANSACTION POSES CERTAIN PROCEDURAL
DIFFICULTIES AND MAY RESULT IN INADVERTENT VIOLATIONS. IF SUCH VIOLATIONS DO
OCCUR, THE TRANSACTIONS MAY NEED TO BE REVERSED, OR IF REVERSAL IS
IMPRACTICAL OR IMPOSSIBLE, MAY REQUIRE PROFIT REALIZED FROM THE TRANSACTIONS,
NET OF COMMISSIONS BUT BEFORE TAX EFFECT, TO BE DISGORGED.
B. INITIAL PUBLIC OFFERINGS
The purchase of Equity Securities in initial public offerings (IPOs) by
certain Advisory Persons can create an appearance that such personnel have
taken inappropriate advantage of their positions for personal benefit.
Accordingly, such an Advisory Person may not acquire Beneficial Ownership of
any Equity Securities (other than Exempt Securities) in an IPO. Further,
Advisory Persons are prohibited to use the facilities of the Adviser to
secure an IPO equity purchase, directly or indirectly, for any non-Advisory
Client, or to directly or indirectly, (that is, in circumvention of the
Adviser's procedures for allocation of IPO equity purchases among Advisory
Clients) secure an IPO equity issue for any Advisory Client. The Regional
Compliance Officer will determine which Advisory Persons are prohibited from
purchasing an IPO equity issue. A record of the approval of, and rationale
supporting any direct or indirect acquisition by Associated Persons of a
beneficial interest in an IPO will be created and maintained by the Regional
Compliance Officer, who approves the transaction.
If you are an employee, manager, director, officer or partner of a registered
broker/dealer, or if you are a person controlling, controlled by or in
common control with a registered broker/dealer, NASD rules generally prohibit
you from purchasing any securities (both Exempt and non-Exempt Securities) in
a Hot IPO. HOT IPOs are securities of a public offering which trade at a
premium in the secondary market whenever such secondary market begins.
C. PRIVATE PLACEMENTS
If you are an Advisory Person, you may not acquire Beneficial Ownership of
any Securities (other than Exempt Securities) in a private placement, unless
you have received the prior prior written approval
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of the Regional Compliance Officer and Regional Chief Investment Officer.
Approval will not be given unless a determination is made that the investment
opportunity should not be reserved for one or more Advisory Clients, and that
the opportunity to invest has not been offered to you by virtue of your
position. A record of the approval of, and rationale supporting, any direct
or indirect acquisition by Associated Persons of a beneficial interest in a
private placement will be created and maintained by the Regional Compliance
Officer, who approves the transaction.
If you acquired Beneficial Ownership of Securities in a private placement,
you must DISCLOSE your investment when you play a part in any consideration
of an investment by an Advisory Client in the issuer of the Securities, and
any decision to make such an investment must be INDEPENDENTLY reviewed by
your manager or a Managing Director who does not have Beneficial Ownership of
any Securities of the issuer.
If you are an employee, manager, director, officer or partner of AIG Equity
Sales Corp., or if you are a person controlling, controlled by or in common
control with AIG Equity Sales Corp., you are prohibited from engaging in
private placement transactions without the knowledge and CONSENT of AIG
Equity Sales Corp.
D. SHORT-TERM TRADING PROFITS
While there is no prohibition in this Code on short-term trading profits,
the Regional Compliance Officer will monitor reports and address any abuses
of short-term trading profits on a case by case basis. To avoid any doubt,
you are advised to avoid the purchase and sale, or the sale and purchase,
within 60 calendar days, of the same (or equivalent) Securities of which you
have Beneficial Ownership. If an abuse is discovered, you will be required to
disgorge any profits realized on personal trades executed within the above
prescribed period.
You are considered to profit from a short-term trade if Securities of which
you have Beneficial Ownership are sold for more than their purchase price,
even though Securities purchased and the Securities sold are held of record
or beneficially by different persons or entities.
E. REPORTING
DISCLOSURE OF HOLDINGS AND ACCOUNTS
Unless you are a Disinterested Director, you must disclose to your Regional
Compliance Officer within 10 days of commencement of your employment the
existence or non-existence of any securities, commodities, collective
schemes, pooled funds or mutual fund accounts (accounts of unaffiliated funds
do not need to be disclosed) of which you have Beneficial Ownership. In
addition, you are required to provide an Initial Holdings Report of every
security that you beneficially own. The form for this purpose is attached to
this Code as Appendix D. If you subsequently open a new account of which you
have Beneficial Ownership, you are required to give written notice to your
Regional Compliance Officer within 10 days following the opening of such
account.
Unless you are Disinterested Director, you must report the name of any
publicly-traded company (or any company anticipating a public offering of its
equity securities) and the total number of its shares
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you beneficially own if such total ownership is more than 1/2 of 1% of the
company's outstanding shares.
TRANSACTIONS FOR ASSOCIATED PERSONS
Unless you are a Disinterested Director, you must cause each broker-dealer who
maintains an account for Securities of which you have Beneficial Ownership,
to provide to your Regional Compliance Officer, on a timely basis, duplicate
copies of confirmations of all transactions in the account and of periodic
statements for the account.
Unless you are a Disinterested Director, the Regional Compliance Officer will
provide you with the Quarterly Securities Transaction Report. You are
required, within 10 days after the calendar quarter, to provide your Regional
Compliance Officer with a report of any transaction in Securities (other than
Exempt Securities) of which you had, or by reason of the transaction
acquired, Beneficial Ownership. If the broker confirmations attached or the
brokerage accounts indicated on the report do not represent a complete
listing of all beneficially owned brokerage accounts or does not adequately
represent all of the Securities transactions that were effected during the
quarter, you are required to provide your Regional Compliance Officer with a
copy of each missing broker confirmation and/or brokerage account number.
Upon termination of employment with the Adviser, you are required to complete
this report, which indicates all transactions in Securities of which you have
Beneficial Ownership executed from the date of the last report through the
date of termination. In the event that no reportable transactions occurred
during the quarter, the report should be so noted.
TRANSACTIONS FOR DISINTERESTED DIRECTORS
If you are a Disinterested Director, you need not report transactions in
Securities, unless, at the time of a transaction in a Security, you knew or,
in the ordinary course of fulfilling your duties as a Disinterested Director,
should have known that during the 15-day period immediately preceding or
after the date of the transaction, such Security was purchased or sold, or
considered for purchase or sale, on behalf of a Fund listed on Schedule A
with respect to which you serve as a Director. If you are required to report
a transaction in a Security, such report must be provided to the Regional
Compliance Officer within 10 days after the end of each calendar quarter in
which the transaction took place.
EVERY QUARTERLY REPORT SHALL CONTAIN, AT A MINIMUM, THE FOLLOWING INFORMATION:
THE DATE OF THE TRANSACTION; THE NAME AND NUMBER OF SHARES AND THE PRINCIPAL
AMOUNT OF THE SECURITY INVOLVED; THE NATURE OF THE TRANSACTION (I.E.,
PURCHASE, SALE OR OTHER TYPE OF ACQUISITION OR DISPOSITION); THE PRICE AT
WHICH THE TRANSACTION WAS EFFECTED; AND, THE NAME OF THE BROKER, DEALER OR
BANK WITH OR THROUGH THE TRANSACTION WAS EFFECTED. IN THE EVENT NO REPORTABLE
TRANSACTIONS OCCURRED DURING THE QUARTER, THE REPORT SHOULD BE SO NOTED AND
RETURNED, SIGNED AND DATED. THE REGIONAL COMPLIANCE OFFICER WILL PROVIDE
ASSOCIATED PERSONS WITH A QUARTERLY SECURITIES TRANSACTION REPORT FORM PRIOR
TO THE END OF EACH CALENDAR QUARTER.
ANNUAL HOLDINGS REPORT
In addition to the Initial Holdings Report and Quarterly Securities
Transaction Report, each Associated Person, except Disinterested Directors,
must provide their Regional Compliance Officer with an annual report of their
accounts and beneficial holdings. If you are required to report
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annually, you will be provided with a form or e-mail to be returned to your
Regional Compliance Officer within 20 days after receipt.
III. FIDUCIARY DUTIES
A. FRAUDULENT PRACTICES
If you purchase or sell, directly or indirectly, a security (both Exempt and
non-Exempt Securities) which is held or to be acquired by an Advisory Client,
you may not:
1. employ any device, scheme or artifice to defraud such Advisory
Client;
2. make to such Advisory Client any untrue statement of a material
fact or omit to state to such Advisory 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. engage in any act, practice or course of business which would
operate as a fraud or deceit upon such Advisory Client; or
4. engage in any manipulative practice with respect to such
Advisory Client.
B. TRADING WHILE IN POSSESSION OF MATERIAL NON-PUBLIC ("INSIDE") INFORMATION
You should read, understand and comply with the Adviser's Insider Trading
Policy and Procedures which is distributed to you annually by your Regional
Compliance Officer. It bears emphasis that your knowledge of pending Advisory
Client Transactions in a security may be material non-public information, and
that personal trading in such security by you or others in possession of that
information not only would violate this Code, but also could subject the
trader to criminal penalties under securities laws. Accordingly, you may not
reveal, except in the normal course of your duties, any information regarding
securities transactions being considered, recommended or executed on behalf of
Advisory Clients.
C. GIFTS
Unless you are a Disinterested Director, you must obtain prior approval from
your Regional Compliance Officer for any investment opportunity, gift,
gratuity or other thing of more than deminimus value that was either received
from or given to any person or entity that does business, or desires to do
business with the Adviser directly or on behalf of an Advisory Client. Such
approval shall be made on the form attached as Appendix F. Notwithstanding,
you may attend business meals, sporting events and other entertainment events
at the expense of a giver so long as the expense is reasonable. A cash
payment in any amount is prohibited.
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D. PURCHASE OF SECURITIES FROM OR SALE OF SECURITIES TO ADVISORY CLIENTS
You are prohibited, directly or indirectly, from purchasing any security from
or selling any security to an Advisory Client. Such a transaction would pose
a direct conflict with the Adviser's fiduciary duty to the Advisory Client,
and would violate applicable laws.
E. OUTSIDE BUSINESS ACTIVITIES INCLUDING SERVICE AS A DIRECTOR OF A PUBLICLY
TRADED ENTITY
Unless you are a Disinterested Director or Nonaccess person, all your outside
business activities, including service as a partner, officer, director, owner
or trustee, must receive the prior written approval of your Regional
Compliance Officer by completing the form attached as Appendix G. Service as
a partner, officer, director, owner or trustee of a non-profit organization
as a volunteer and without compensation, for example, on the board of a
school, hospital or social organization, does not require approval if there
are no points of conflict.
If you are an Advisory Person, you are prohibited from serving on the board
of directors or other governing board of a publicly traded entity, except
with prior written authorization from your Regional Compliance Officer. In
considering such authorization, the Regional Compliance Officer should
consult with the Director of Compliance concerning the imposition of
appropriate procedures to prevent the misuse of material non-public
information which may be acquired through board service, and other procedures
or investment restrictions which may be required to prevent actual or
potential conflicts of interest.
IV. COMPLIANCE
A. CERTIFICATE OF RECEIPT
You are required to acknowledge receipt of your copy of this Code. A form for
this purpose is attached to the Code as Appendix B. An executed copy of this
form is required to be returned to your Regional Compliance Officer within 10
days of receipt of this Code.
B. CERTIFICATE OF COMPLIANCE
Unless you are a Disinterested Director, you are required to certify upon
commencement of your employment or the effective date of this Code, which
ever occurs later, and annually thereafter, that you have read and understand
this Code and recognize that you are subject to this Code. Each annual
certificates will also state that you have complied with the requirements of
this Code during the prior year, and that you have disclosed, reported, or
caused to be reported all transactions during the prior year in Securities of
which you had or acquired Beneficial Ownership. A form for this purpose is
attached to this Code as Appendix C.
C. REMEDIAL ACTIONS
You are required to report any violations of this Code your Regional
Compliance Officer. Strict compliance with the provisions of this Code is
considered a basic provision of association with the Adviser and any Fund
listed on Schedule A. You may not participate in the determination of
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whether you have committed a violation of the Code or of the imposition of
any sanction against yourself. In the event of a violation of this Code, you
are subject to remedial actions, which may include, but are not limited to,
disgorgement of profits, imposition of a substantial fine, demotion,
suspension or termination.
D. BOARD APPROVAL
The directors of the Adviser and the directors of each Fund listed on
Schedule A are required to make a determination that this Code contains
provisions reasonably necessary to prevent access persons from violating the
anti-fraud provisions of Rule 17j-I under the Investment Company Act.
A majority of the Fund's board, including a majority of the Fund's
independent directors, is required to:
1) approve the Code when the Fund initially engages the Adviser; and
2) approve any subsequent material changes to the Code within six
months of the change.
E. ANNUAL ISSUES AND CERTIFICATION REPORT TO DIRECTORS
Management of the Adviser will provide a written report, at least annually,
to the directors of the Adviser and the director of each Fund listed on
Schedule A with regard to efforts to ensure compliance by the directors,
officers and employees of the Adviser with their fiduciary obligations to our
Advisory Clients.
The report will, at a minimum:
1) Summarize existing procedures regarding personal Securities
transactions, and any changes in such procedures during the
prior year;
2) Describe issues that arose under this Code, including material
violations of this Code, if any, which resulted in remedial
action during the prior year;
3) Describe any significant conflicts of interest that arose
involving personal investment policies of the organization, even
if the conflicts did not result in a violation of the Code;
4) Describe any recommended changes in existing procedures or
restrictions based upon experience with this Code, evolving
industry practices, or developments in applicable laws or
regulations; and
5) Certify to the directors that the organization has adopted
procedures reasonably necessary to prevent Access Persons from
violating the Code.
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F. RECORD KEEPING
The Regional Compliance Officer is responsible for maintaining in an easily
accessible place, for a period of not less than five (5) years:
1. a copy of this Code;
2. a record of any violation and of any action taken as a result of
such violations;
3. a list of all persons who, within the last six (6) years have
been required to make reports pursuant to this Code;
4. a copy of all reports and approvals filed pursuant to this Code.
G. DUTIES OF THE COMPLIANCE OFFICER
1. designated Compliance personnel will review all securities
transactions and holding reports submitted for compliance with
this code, upon receipt;
2. after review of the document is complete, all confirmations and
statements will be initialed, dated, and stored for future
reference. All Advisory Persons' holdings reports (initial,
quarterly and annual) or the summary memo describing the results
of the holdings reports review will be initialed, dated and
stored for future reference.
DESIGNATED COMPLIANCE PERSONNEL ARE LISTED ON SCHEDULE B ATTACHED TO THIS
CODE.
H. CONFIDENTIALITY
All reports of Securities transactions and any other information filed with
your Regional Compliance Officer pursuant to this Code shall, to the greatest
extent practicable, be treated as confidential.
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APPENDIX A
CODE OF ETHICS
EXEMPT TRANSACTIONS
EFFECTIVE
INTRODUCTION
The Adviser's Code of Ethics provides that no Associated Person (other than a
Disinterested Director and Nonaccess Person) may engage, or permit any other
person or entity to engage, in the purchase or sale of a Security (other than
an Exempt Security) of which he or she has, or by reason of the transaction
will acquire, Beneficial Ownership (other than an Exempt Transaction), and
which, within seven calendar days (7) before and after the transaction:
1. is being considered for purchase or sale by an Advisory Client, or
2. is being purchased or sold by an Advisory Client.
The Code further provides that classes of transactions may be designated as
Exempt Transactions by the Compliance Committee.
DESIGNATION OF EXEMPT TRANSACTIONS
In accordance with the Code, the Compliance Committee designated the
following classes of transactions as Exempt Transactions, based upon a
determination that the transactions do not involve any realistic possibility
of a violation of Rule 17j-1 under the Investment Company Act. Unless
otherwise noted, these transactions do not require preclearance, but are
subject to the reporting requirements of the Code:
1. Any transactions in Securities in an account over which you have
no direct or indirect influence or control. Such transactions are
also exempt from the Code's reporting requirements.
2. Transactions in Securities effected in a discretionary brokerage
account which were executed at the sole discretion of a
registered representative and for which you had no direct or
indirect influence or control.
3. Purchases or sales of Securities which are not eligible for
purchase or sale by Advisory Clients.
4. Purchases or sales which are non-volitional on the part of the
Associated Person.
5. Purchases of Securities under dividend reinvestment plans.
13
<PAGE>
6. Purchases of Securities by exercise of rights issued to the holders
of a class of Securities pro rata, to the extent they are issued
with respect to Securities of which you have Beneficial Ownership.
7. Acquisitions or dispositions of Securities as the result of a stock
dividend, stock split, reverse stock split, merger, consolidation,
spin-off or other similar corporate distribution or reorganization
applicable to all holders of a class of Securities of which you
have Beneficial Ownership.
8. Acquisitions of Securities by the exercise of rights which are
granted to borrowers/policyholders of financial institutions which
apply for a public listing of their shares and offer "Free" shares
to existing borrowers/policyholders.
9. Any purchase or sale of fixed-income Securities issued by state
or municipal governments, their agencies, authorities and
instrumentalities.
10. Any purchase or sale of fixed-income Securities issued by agencies
or instrumentalities of, or unconditionally guaranteed by, the
U.S. Government.
11. Any purchases or sales of fixed-income Securities issued by
foreign governments.
12. Purchases of American International Group, Inc. ("AIG") common
stock through AIG's Employee Stock Purchase Plan. Such transactions
are also exempt from the Code's reporting requirements.
13. Any purchases or sales of shares of registered close-end investment
companies.
14. Such other purchases and sales of Securities which receive the
PRIOR WRITTEN APPROVAL of the Regional Compliance
Officer, on the basis that such transactions (i) are not
potentially harmful to any Advisory Client's interest since they
would be unlikely to affect a highly institutional market, and
(ii) because of the circumstances of the proposed transaction, are
clearly not related economically to the Securities to be purchased,
sold or held by an Advisory Client, and (iii) will not cause you to
gain improperly a personal profit as a result of your relationship
with an Advisory Client.
BECAUSE OPTIONS AND OTHER DERIVATIVES MAY INVOLVE LEVERAGE WHICH
MAGNIFIES THE EFFECT OF EVEN SMALL PRICE CHANGES IN THE UNDERLYING
ASSET, PERSONAL INVESTMENT TRANSACTIONS IN OPTIONS AND OTHER
DERIVATIVES REMAIN SUBJECT TO THE PRECLEARANCE REQUIREMENTS OF THIS
CODE. IN ADDITION, YOU MUST COMPLY WITH SPECIFIC TRADING
LIMITATIONS REGARDING AIG OPTIONS SET FORTH UNDER THE HEADING
TRANSACTIONS IN AIG SECURITIES BELOW.
TRANSACTIONS IN AIG SECURITIES
You should keep in mind that while investment in AIG securities is
encouraged, any actions, whether sales or purchases of such securities, that
are based upon knowledge of AIG's affairs which is not public may violate not
only your fiduciary duty to Advisory Clients, but the law as well. To
14
<PAGE>
avoid any actual, potential or perceived conflict of interest, no Associated
Person may, for speculative purposes, engage in options transactions or short
sales of AIG common stock. However, for hedging purposes, such transactions
are permitted.
CAUTION
You should keep in mind the following:
1. Exempt Transactions must be reported to your Regional Compliance
Officer by your broker-dealer.
15
<PAGE>
APPENDIX B
CODE OF ETHICS
ACKNOWLEDGMENT FORM
I hereby acknowledge that I have read and understand the attached Code of Ethics
and agree that as an Associated Person I am subject to and will abide by their
provisions and all amendments thereto. I further undertake to obey the rules of
any regulatory body with which the Adviser may be required to comply either
directly or indirectly prevailing from time to time and any addition, amendment
or replacement that is set out in any notice which is subsequently given to me.
----------------------------------------- ----------------
Signature Date
-----------------------------------------
Print Name
PLEASE RETURN THIS FORM TO YOUR REGIONAL COMPLIANCE OFFICER
16
<PAGE>
APPENDIX C
CODE OF ETHICS
ANNUAL CERTIFICATION OF COMPLIANCE
I hereby certify that I have complied with the requirements of the Code of
Ethics (the "Code"), for the year ended December 31, 20___. Pursuant to the
Code, I have disclosed or reported all personal securities transactions
required to be disclosed or reported thereunder and complied in all other
respects with the requirements of the Code. I also agree to cooperate fully
with any investigation or inquiry as to whether a possible violation of the
foregoing Code has occurred.
----------------------------------------- ----------------
Signature Date
-----------------------------------------
Print Name
PLEASE RETURN THIS FORM TO YOUR REGIONAL COMPLIANCE OFFICER
17
<PAGE>
APPENDIX D
CODE OF ETHICS
INITIAL HOLDINGS REPORT
AS AN ALTERNATIVE TO COMPLETING THE TABLE BELOW, YOU MAY ATTACH A COPY OF YOUR
MOST RECENT BROKERAGE STATEMENTS, PROVIDED THAT THE INFORMATION IS CURRENT,
WITHIN 30 DAYS, AND THE STATEMENTS INDICATE ALL OF YOUR SECURITY HOLDINGS.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
CURRENT
SECURITY SYMBOL/ NUMBER OF PRINCIPAL AMOUNT NAME OF BROKER
NAME STOCK CODE SHARES HELD OF THE SECURITY DEALER OR BANK ACCOUNT #
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
</TABLE>
I, _____________________________, am reporting that I presently (1) DO or (2) DO
NOT (circle one) maintain an investment account registered in my name, the name
of my spouse, minor child (as defined under local law) or any other family
member, or have a beneficial interest, share in the profits, or exercise
discretionary authority for any investment account. Accounts in affiliated
funds/collective schemes are required to be reported.
Furthermore, I acknowledge that I have made arrangements with the carrying
broker-dealer(s) or banks listed above, to furnish duplicate statements and
confirms directly to my Regional Compliance Officer.
I understand that if, in the future, I choose to open an investment account of
which I would have Beneficial Ownership, I will give written notice to my
Regional Compliance Officer within 10 days following the opening of such
account.
-------------------------------------- ---------------
SIGNATURE DATE
---------------------------------
PRINT NAME
18
<PAGE>
APPENDIX E
CODE OF ETHICS
PRECLEARANCE OF SECURITIES TRANSACTION FORM
I, _______________________________, am contemplating the following Securities
transaction(s) for an account in which I have Beneficial Ownership and for
which approval to trade is requested. I understand approval, once obtained, is
valid for a period of seven (7) calendar days, after this time I am required to
seek re-approval. Confirmation of the trade will be provided to my Regional
Compliance Officer.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
IPO/ Market/ Primary
Buy/ Security Symbol/ Maximum Private Limit Exchange
Sell Name Stock Code Amount Placement Order Traded
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
</TABLE>
---------------------------------------------- ---------------------------
SIGNATURE DATE
This form should now be passed on to your Regional Compliance Officer for
approval.
--------------------------------------------------------------------------------
THIS SECTION TO BE COMPLETED BY COMPLIANCE
--------------------------------------------------------------------------------
---------------------------------------------- ---------------------------
Required Signature Date
Regional Compliance Officer
---------------------------------------------- ---------------------------
Signature (needed only for private placements) Date
Regional Chief Investment Officer
Approval certifies that the Regional Compliance Officer has confirmed with the
appropriate Advisory Person(s) that the Securities listed above have not been
and presently are not under consideration for any Advisory Clients and have not
and will not be traded by any Advisory Client within seven (7) calendar days
before or after this transaction, in compliance with the Code of Ethics, unless
the transaction qualifies for exemption as permitted in the Code.
19
<PAGE>
APPENDIX F
CODE OF ETHICS
GIFT AND ENTERTAINMENT FORM
I AM REPORTING THAT I HAVE RECEIVED/GIVEN (CIRCLE ONE) THE FOLLOWING GIFTS OR
ENTERTAINMENT ON _____________________ FROM/TO (CIRCLE ONE)
THE FOLLOWING PERSON:
(ON DATE):
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
NAME OF PERSON(S) COMPANY NAME OF RELATIONSHIP WITH DESCRIPTION OF ACTUAL/EST. VALUE
PERSONS PERSON(S) GIFT/ENTERTAINMENT (IN LOCAL CURRENCY)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
</TABLE>
Signature: Date:
------------------------------------- ----------------
Print Name:
------------------------------------
Reviewed by: Date:
----------------------------------- -----------------
(Regional Compliance Officer)
20
<PAGE> APPENDIX G
CODE OF ETHICS
OUTSIDE BUSINESS ACTIVITY FORM
Not Applicable_____________
Name of the outside organization:______________________________________________
Title of your position in the outside organization:____________________________
Description of the service provided by you:____________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Amount of time the service requires:___________________________________________
Compensation (if any):_________________________________________________________
Description of the relationship with the Adviser (if any):______________________
_______________________________________________________________________________
_______________________________________________________________________________
--------------------------------------- ----------------------
Signature Date
---------------------------------------
Print Name
--------------------------------------- ----------------------
Required Signature Date
Regional Compliance Officer
21
<PAGE>
SCHEDULE A
ADVISERS AND FUNDS TO
WHICH CODE OF ETHICS APPLIES
Adviser Funds
------- -----
AIG/SunAmerica Asset Management Ltd. Alliance Variable Products
Series Fund, Inc. -- Global
AIG Capital Management Corp. Bond Portfolio
AIG Capital Partners, Inc. AIG Money Market Fund
AIG Global Investment Corp.
AIG Global Investment Corp. (Asia) Ltd.
AIG Global Investment Corp. (Canada)
AIG Global Investment Corp. (Europe) Ltd.
AIG Global Investment Corp. (Ireland) Ltd.
AIG Global Investment Corp. (Latin America) S.A.
AIG Global Investment Corp. (Schweiz) AG
AIG Global Investment Trust Services Ltd.
AIMIC Investment Management Ltd.
22
<PAGE>
SCHEDULE B
DESIGNATED COMPLIANCE PERSONNEL
EFFECTIVE DATE: 1/1/2000
<TABLE>
<S><C>
Neil Daniele (1/1/2000) - AIG Global Investment Corp.
Erik Mogavera (1/1/2000) - AIG Capital Management Corp.
Gene Anton (3/6/2000) - AIG Capital Partners, Inc.
AIG Global Investment Corp. (Canada)
AIG Global Investment Corp. (Latin America) S.A.
Dominique Baikoff (1/1/2000) - AIG Global Investment Corp. (Ireland) Ltd.
Cleona Coogan (1/1/2000) - AIG/SunAmerica Asset Management Ltd.
AIG Global Investment Trust Services Ltd.
Christina Fung (1/1/2000) - AIG Global Investment Corp. (Asia) Ltd.
Caroline Stirling (3/1/2000) - AIG Global Investment Corp. (Europe) Ltd.
Kanzo Yamaguchi (3/10/2000) - AIMIC Investment Management Ltd.
Claudia Steinebrunner (4/1/2000) - AIG Global Investment Corp. (Schweiz) A.G.
</TABLE>
23
