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DEUTSCHE ASSET MANAGEMENT
CODE OF ETHICS
MAY, 2000
A Member of the
DEUTSCHE BANK GROUP |/|
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DEUTSCHE ASSET MANAGEMENT
CODE OF ETHICS
I. OVERVIEW.............................................................. 1
II. GENERAL RULE.......................................................... 1
III. DEFINITIONS........................................................... 2
IV. RESTRICTIONS.......................................................... 3
Blackout Period Restrictions.......................................... 3
New Issues (IPOs)..................................................... 3
Short-Term Trading.................................................... 4
Restricted List....................................................... 4
Private Placements.................................................... 4
V. COMPLIANCE PROCEDURES................................................. 4
Designated Brokerage Accounts......................................... 4
Pre-Clearance......................................................... 4
Reporting Requirements................................................ 5
Confirmation of Compliance with Policies.............................. 5
VI. OTHER PROCEDURES/RESTRICTIONS......................................... 5
Service on Boards of Directors........................................ 5
Gifts................................................................. 5
Rules for Dealing with Governmental Officials and Political Candidates 7
Confidentiality....................................................... 8
VII. SANCTIONS ............................................................ 8
VIII. INTERPRETATIONS AND EXCEPTIONS........................................ 8
APPENDIX:
|_| Acknowledgement Form............................................. 9
|_| Initial (and Annual) Holdings Report............................. 10
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DEUTSCHE ASSET MANAGEMENT - U.S.
CODE OF ETHICS
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I. OVERVIEW
This Code of Ethics ("Code") sets forth the specialized rules for
business conduct and guidelines for the personal investing activities
that generally are required of employees involved in the United States
investment management areas of the Deutsche Bank Group and its affiliates
(collectively "Deutsche Asset Management" or "DeAM").(1)
The provisions of this Code are effective May 26, 2000, and shall apply
to all employees deemed to be "Access Persons" (SEE DEFINITION ON NEXT
PAGE) and such other employees as the Compliance Department
("Compliance") may determine from time to time. This Code supplements the
Deutsche Bank CODE OF PROFESSIONAL CONDUCT, and GLOBAL MASTER COMPLIANCE
MANUAL (available at http://compliance.cc.db.com) on the intranet. Each
Access Person must observe those policies, as well as abide by the
additional principles and rules set forth in this Code.
II. GENERAL RULE
DeAM employees will, in varying degrees, participate in or be aware of
fiduciary and investment services provided to registered investment
companies, institutional investment clients, employee benefit trusts and
other types of investment advisory accounts. The fiduciary relationship
mandates adherence to the highest standards of conduct and integrity.
Accordingly, personnel acting in a fiduciary capacity must carry out
their duties for the EXCLUSIVE BENEFIT of the client accounts. Consistent
with this fiduciary duty, the interests of DeAM clients take priority
over the investment desires of DeAM and DeAM personnel. All DeAM
personnel must conduct themselves in a manner consistent with the
requirements and procedures set forth in this Code.
DeAM employees may also be required to comply with other policies
imposing separate requirements. Specifically, they may be subject to laws
or regulations that impose restrictions with respect to personal
securities transactions, including, but not limited to, Section 17(j) and
Rule 17j-1 under the Investment Company Act of 1940 (the "Act"). The
purpose of this Code of Ethics is to ensure that, in connection with his
or her personal trading, no Access Person shall conduct any of the
following acts upon a client account:
* To employ any device, scheme or artifice to defraud;
* To make any untrue statement of a material fact, or omit to state a
material fact necessary in order to make the statement not misleading;
* To engage in any act, practice or course of business that operates or
would operate as a fraud or deceit; or
* To engage in any manipulative practice.
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1 Deutsche Asset Management is the marketing name for the asset management
activities of Deutsche Bank AG, Deutsche Funds Management, Bankers Trust
Company, DB Alex.Brown LLC, Deutsche Asset Management Inc. (formerly Morgan
Grenfell Inc.), and Deutsche Asset Management Investment Services Limited.
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III. DEFINITIONS
A. "ACCESS PERSON" SHALL MEAN:
(i) All employees of DeAM, including investment personnel, traders
and portfolio managers who, in connection with their regular
functions or duties, participate in making decisions or obtain
information regarding the purchase or sale of a security by
any client accounts, or whose functions relate to the making
of any recommendations with respect to such purchases or
sales;
(ii) All natural persons in a control relationship to DeAM who
obtain information concerning investment recommendations made
to any client account. The term "control" shall have the same
meaning as that set forth in Section 2(a)(9) of the Act; and
(iii) Any other personnel with asset management responsibilities or
frequent interaction with Access Persons as determined by
Compliance (e.g., Legal, Compliance, Risk, Operations, Sales
& Marketing, as well as long-term temporary employees and
consultants).
B. "ACCOUNTS" SHALL MEAN all securities accounts, whether brokerage or
otherwise, and securities held directly outside of accounts, but
shall not include open-end mutual fund accounts in which securities
transactions cannot be effected.
C. "EMPLOYEE RELATED ACCOUNT" OF ANY PERSON SUBJECT TO THIS CODE SHALL
MEAN:
(i) The employee's own Accounts;
(ii) The employee's spouse's Accounts and the Accounts of minor
children and other members of the household (whether by
marriage or similarly committed status) living in the
employee's home;
(iii) Accounts in which the employee, his/her spouse/domestic
partner, minor children or other persons living in their home
have a beneficial interest (i.e., share in the profits even if
there is no influence on voting or disposition of the shares);
and
(iv) Accounts (including corporate Accounts and trust Accounts)
over which the employee or his/her spouse/domestic partner
exercises investment discretion or control.
NOTE: ANY PERSON SUBJECT TO THIS CODE IS RESPONSIBLE FOR COMPLIANCE
WITH THESE RULES WITH RESPECT TO ANY EMPLOYEE RELATED ACCOUNT,
AS APPLICABLE.
D. "SECURITIES" SHALL INCLUDE equity or debt securities, derivatives of
securities (such as options, warrants, and ADRs), closed-end mutual
funds, futures, commodities and similar instruments, but DO NOT
INCLUDE:
(i) Shares of open-end mutual funds (unless otherwise directed by
Compliance);
(ii) Direct obligations of the United States government; or
(iii) Bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements.
IV. RESTRICTIONS
A. BLACKOUT PERIOD RESTRICTIONS
(i) Access Persons shall not knowingly effect the purchase or sale
of a Security for an Employee Related Account on a day during
which any client account has a "buy" or "sell" order for the
same Security, until that order is executed or withdrawn;
(ii) Access Persons shall not effect the purchase or sale of a
Security for an Employee Related Account within SEVEN CALENDAR
DAYS BEFORE OR SEVEN CALENDAR DAYS AFTER the same Security is
traded (or contemplated to be traded) by a client account with
which the Access Person is associated.
(iii) RUSSELL RECONSTITUTION OF THE INDEX: Effective every June
30th, the Frank Russell Company reconstitutes the various
Russell Indices. Several weeks prior to that date, Frank
Russell announces the changes to the indices (the
"Announcement"). A significant portion of the portfolios which
DeAM advise utilize strategies involving securities included
in the various Russell indices, and thus DeAM trades heavily
in these securities. Therefore, for the period commencing on
the day of the Announcement, and continuing until seven
business days after June 30th, all Access Persons are
prohibited from transacting in any Security that is added to
or deleted from the Russell 3000 Index.
(iv) DEUTSCHE BANK SECURITIES: During certain times of the year,
all Deutsche Bank employees are prohibited from conducting
transactions in the equity and debt securities of Deutsche
Bank, which affect their beneficial interest in the firm.
Compliance generally imposes these "blackout" periods around
the fiscal reporting of corporate earnings. Blackouts
typically begin two days prior to the expected quarterly or
annual earnings announcement, and end two days after earnings
are released publicly. Additional restricted periods may be
required for certain individuals and events, and Compliance
will announce when such additional restricted periods are in
effect.
(v) EXCEPTIONS TO BLACKOUT PERIODS (ABOVE ITEMS I, II, AND III
ONLY) The following are exempt from the specified blackout
periods:
* Securities that are within the S&P 100 Index;
* Futures and options transactions on indexes;
* ETF's (Exchange Traded Funds - e.g., SPDRs or "Spiders"
(S&P 500 Index), DIAs or "Diamonds" (Dow Jones
Industrial Average), etc.);
* Shares purchased under an issuer sponsored Dividend
Reinvestment Plan ("DRIPs"), other than optional purchases;
* To the extent acquired from the issuer, purchases effected
upon the exercise of rights issued pro rata to holders of a
class of securities; and
* Securities purchased under an employer sponsored stock
purchase plan or upon the exercise of employee stock
options.
B. NEW ISSUES (IPOS)
Access Persons are prohibited from purchasing or subscribing for
Securities pursuant to an initial public offering. This prohibition
applies even if Deutsche Bank (or any affiliate of Deutsche Bank) has
no underwriting role and/or is not involved with the distribution.
C. SHORT -TERM TRADING
Access Persons are prohibited from transacting in the purchase and
sale, or sale and purchase, of the same (or equivalent) Securities
within 30 calendar days. The following are exempted from this
restriction:
* Futures and options transactions on indexes;
* ETF's (Exchange Traded Funds - e.g., SPDRs or "Spiders" (S&P
500 Index), DIAs or "Diamonds" (Dow Jones Industrial Average),
etc.);
* Shares purchased under an issuer sponsored Dividend Reinvestment
Plan ("DRIPs"), other than optional purchases;
* To the extent acquired from the issuer, purchases effected upon
the exercise of rights issued pro rata to holders of a class of
securities; and
* Securities purchased under an employer sponsored stock purchase
plan.
D. RESTRICTED LIST
All Deutsche Bank employees, including all Access Persons, are
prohibited from buying or selling any securities that are included on
the Corporate Restricted List (available on the intranet) and/or
other applicable departmental restricted lists.
E. PRIVATE PLACEMENTS
Prior to effecting a transaction in private securities (i.e.,
Securities not requiring registration with the Securities and
Exchange Commission, and sold directly to the investor), all Access
Persons must first obtain the approval of his/her supervisor and then
pre-clear the transaction with the Compliance Department, including
completing a questionnaire. Any person who has previously purchased
privately-placed Securities must disclose such purchases to the
Compliance Department before he or she participates in a Fund's or an
advisory client's subsequent consideration of an investment in the
Securities of the same or a related issuer.
NOTE: Transactions in Securities in derivative instruments, including
warrants, convertible Securities, futures and options, etc. shall
be restricted in the same manner as the underlying Security.
V. COMPLIANCE PROCEDURES
A. DESIGNATED BROKERAGE ACCOUNTS
All Access Persons are required to open and maintain their Employee
Related Accounts in accordance with the Deutsche Bank EMPLOYEE
TRADING AND PRE-CLEARANCE POLICY, as well as additional
division-specific requirements, if any.
B. PRE-CLEARANCE
Proposed Securities transactions must be pre-cleared with the
Compliance Department in accordance with the Deutsche Bank EMPLOYEE
TRADING AND PRE-CLEARANCE POLICY. The following are exempted from
this restriction:
* Futures and options transactions on indexes;
* ETF's (Exchange Traded Funds - e.g., SPDRs or "Spiders" (S&P
500 Index), DIAs or "Diamonds" (Dow Jones Industrial Average),
etc.);
* Shares purchased under an issuer sponsored Dividend Reinvestment
Plan ("DRIPs"), other than optional purchases;
* To the extent acquired from the issuer, purchases effected upon
the exercise of rights issued pro rata to holders of a class of
securities; and
* Securities purchased under an employer sponsored stock purchase
plan.
C. REPORTING REQUIREMENTS
(i) DISCLOSURE OF EMPLOYEE RELATED ACCOUNTS/PROVISION OF
STATEMENTS
Upon joining Deutsche Bank, new employees are required to
disclose all of their Employee Related Accounts to Compliance,
and must carry out the instructions provided to conform such
accounts, if necessary, to Deutsche Bank policies. In
addition, pursuant to Rule 17j-1 of the Act, no later than ten
days after an individual becomes an Access Person, he or she
must complete and return an "Initial Holdings Report" (see
Appendix).
(ii) QUARTERLY PERSONAL SECURITIES TRADING REPORTS ("PSTS")
Pursuant to Rule 17j-1 of the Act, within ten (10) days of the
end of each calendar quarter, all Access Persons must sign and
return to Compliance a PST report, unless exempted by a
division-specific requirement, if any. All PSTs that have
reportable personal Securities transactions for the quarter
will be reviewed by the appropriate supervisory and/or
compliance person.
(iii) ANNUAL HOLDINGS REPORT
Once each year, at a date to be specified by Compliance, each
Access Person must provide to Compliance an Annual Holdings
Report (see Appendix) current as of a date not more than 30
days prior to the date of the report.
D. CONFIRMATION OF COMPLIANCE WITH POLICIES
Annually, each Access Person is required to sign a statement
acknowledging that he or she has received this Code, as amended or
updated, and confirm his or her adherence to it.
VI. OTHER PROCEDURES/RESTRICTIONS
A. SERVICE ON BOARDS OF DIRECTORS
Employees may not maintain outside business affiliations (e.g.,
officer or director, governor, trustee, part-time employment, etc.)
without the prior written approval of the appropriate senior officer
of their respective business units. Service on Boards of publicly
traded companies should be limited to a small number of instances.
However, such service may be undertaken based upon a determination
that these activities are consistent with the interests of DeAM and
its clients. Employees serving as directors will not be permitted to
participate in the process of making investment decisions on behalf
of clients which involve the subject company.
B. GIFTS
(i) ACCEPTING GIFTS
Employees are prohibited from soliciting or accepting any
personal payment or gift to influence, support or reward any
service, transaction or business involving Deutsche Bank, or
that appears to be made or offered in anticipation of any
future service, transaction or business opportunity. A payment
or gift includes any fee, compensation, remuneration or thing
of value.(2) However, subject to the prerequisites of honesty,
absolute fulfillment of fiduciary duty to Deutsche Bank,
relevant laws and regulations, and reasonable conduct on the
part of the employee, the acceptance of some types of
reasonable business gifts received by employees may be
permissible, and the rules are as follows:
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2 UNDER THE BANK BRIBERY ACT AND OTHER APPLICABLE LAWS AND REGULATIONS, SEVERE
PENALTIES MAY BE IMPOSED ON ANYONE WHO OFFERS OR ACCEPTS SUCH IMPROPER
PAYMENTS OR GIFTS. IF YOU RECEIVE OR ARE OFFERED AN IMPROPER PAYMENT OR GIFT,
OR IF YOU HAVE ANY QUESTIONS AS TO THE APPLICATION OR INTERPRETATION OF
DEUTSCHE BANK'S RULES REGARDING THE ACCEPTANCE OF GIFTS, YOU MUST BRING THE
MATTER TO THE ATTENTION OF THE COMPLIANCE DEPARTMENT.
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* Cash gifts of any amount are prohibited. This includes cash
equivalents such as gift certificates, bonds, securities or
other items that may be readily converted to cash.
* Acceptance of non-cash gifts, souvenirs, tickets for
sporting or entertainment events, and other items with a
value less than U.S. $100 or its equivalent is generally
permitted, when it is clear that they are unsolicited,
unrelated to a transaction and the donor is not attempting
to influence the employee.
* Acceptance of gifts, other than cash, given in connection
with special occasions (e.g., promotions, retirements,
weddings, holidays), that are of reasonable value in the
circumstances are permissible.
* Employees may accept reasonable and conventional business
courtesies, such as joining a customer or vendor in
attending sporting events, golf outings or concerts,
provided that such activities involve no more than the
customary amenities.
* The cost of working session meals or reasonable related
expenses involving the discussion or review of business
matters related to Deutsche Bank may be paid by the
customer, vendor or others, provided that such costs would
have otherwise been reimbursable to the employee by
Deutsche Bank in accordance with its travel and
entertainment and expense reimbursement policies.
(ii) GIFT GIVING (TO PERSONS OTHER THAN GOVERNMENT OFFICIALS)
In appropriate circumstances, it may be acceptable and
customary for DeAM to extend gifts to customers or others who
do business with Deutsche Bank. Employees should be certain
that the gift will not give rise to a conflict of interest, or
appearance of conflict, and that there is no reason to believe
that the gift will violate applicable codes of conduct of the
recipient. Employees with appropriate authority to do so may
make business gifts at DeAM's expense, provided that the
following requirements are met:
* Gifts in the form of cash or cash equivalents may not be
given regardless of amount.
* The gift must be of reasonable value in the circumstances,
and should not exceed a value of U.S. $100 unless the
specific prior approval of the appropriate Managing
Officer(3) is obtained.
* The gift must be lawful and in accordance with generally
accepted business practices of the governing jurisdictions.
* The gift must not be given with the intent to influence or
reward any person regarding any business or transaction
involving DeAM.
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3 FOR PURPOSES OF THIS POLICY, "MANAGING OFFICER" IS DEFINED AS AN OFFICER OF
AT LEAST THE MANAGING DIRECTOR LEVEL TO WHOM THE EMPLOYEE DIRECTLY OR
INDIRECTLY REPORTS, WHO IS IN CHARGE OF THE EMPLOYEE'S UNIT (E.G., A
DEPARTMENT HEAD, DIVISION HEAD, FUNCTION HEAD, GROUP HEAD, GENERAL MANAGER,
ETC).
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(iii) GIFTS TO GOVERNMENT OFFICIALS
The Compliance Department must be contacted prior to making
any gift to a governmental employee or official. Various
governmental agencies, legislative bodies and jurisdictions
may have rules and regulations regarding the receipt of gifts
by their employees or officials. In some cases, government
employees or officials may be prohibited from accepting any
gifts. (SEE NEXT SECTION FOR ADDITIONAL RULES REGARDING
POLITICAL CONTRIBUTIONS.)
C. RULES FOR DEALING WITH GOVERNMENTAL OFFICIALS AND POLITICAL
CANDIDATES
(i) CORPORATE PAYMENTS OR POLITICAL CONTRIBUTIONS
No corporate payments or gifts of value may be made to any
outside party, including any government official or political
candidate or official, for the purpose of securing or
retaining business for Deutsche Bank, or influencing any
decision on its behalf.
* The Federal Election Campaign Act prohibits corporations
and labor organizations from using their general treasury
funds to make contributions or expenditures in connection
with federal elections, and therefore DEUTSCHE BANK
DEPARTMENTS MAY NOT MAKE CONTRIBUTIONS TO U.S. FEDERAL
POLITICAL PARTIES OR CANDIDATES.
* Corporate contributions to political parties or candidates
in jurisdictions not involving U.S. Federal elections are
permitted only when such contributions are made in
accordance with applicable local laws and regulations, and
the prior approval of a member of the DeAM Executive
Committee has been obtained, and the Deutsche Bank Americas
Regional Cost Committee has been notified.
UNDER THE FOREIGN CORRUPT PRACTICES ACT, BANK BRIBERY LAW,
ELECTIONS LAW AND OTHER APPLICABLE REGULATIONS, SEVERE
PENALTIES MAY BE IMPOSED ON DEUTSCHE BANK AND ON
INDIVIDUALS WHO VIOLATE THESE LAWS AND REGULATIONS. SIMILAR
LAWS AND REGULATIONS MAY ALSO APPLY IN VARIOUS COUNTRIES
AND LEGAL JURISDICTIONS WHERE DEUTSCHE BANK DOES BUSINESS.
(ii) PERSONAL POLITICAL CONTRIBUTIONS
No personal payments or gifts of value may be made to any
outside party, including any government official or political
candidate or official, for the purpose of securing business
for Deutsche Bank or influencing any decision on its behalf.
Employees should always exercise care and good judgment to
avoid making any political contribution that may give rise to
a conflict of interest, or the appearance of conflict. For
example, if a DeAM business unit engages in business with a
particular governmental entity or official, DeAM employees
should avoid making personal political contributions to
officials or candidates who may appear to be in a position to
influence the award of business to Deutsche Bank.
(iii) ENTERTAINMENT OF GOVERNMENT OFFICIALS
Entertainment and other acts of hospitality toward government
or political officials should never compromise or appear to
compromise the integrity or reputation of the official or
Deutsche Bank. When hospitality is extended, it should be with
the expectation that it will become a matter of public
knowledge.
D. CONFIDENTIALITY
Access Persons must not divulge contemplated or completed securities
transactions or trading strategies of DeAM clients to any person,
except as required by the performance of such person's duties, and
only on a need-to-know basis. In addition, the Deutsche Bank policies
on confidential information, which are contained within the CODE OF
PROFESSIONAL CONDUCT must be observed.
VII. SANCTIONS
Any Access Person who violates this Code may be subject to disciplinary
actions, including possible dismissal. In addition, any Securities
transactions executed in violation of this Code, such as short-term
trading or trading during blackout periods, may subject the employee to a
financial penalty, including but not limited to, unwinding the trade
and/or disgorging of the profits. Finally, violations and suspected
violations of criminal laws will be reported to the appropriate
authorities as required by applicable laws and regulations.
VIII. INTERPRETATIONS AND EXCEPTIONS
Compliance shall have the right to make final and binding interpretations
of this Code, and may grant an exception to certain of the above
restrictions, as long as no abuse or potential abuse is involved. Each
Access Person must obtain approval from the Compliance Department before
taking action regarding such an exception. Any questions regarding the
applicability, meaning or administration of this Code shall be referred
in advance of any contemplated transaction, to Compliance.
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DEUTSCHE ASSET MANAGEMENT
ACKNOWLEDGEMENT
In connection with my employment with one or more of the legal entities which
make up Deutsche Asset Management, I acknowledge that I have received, read and
understand the Deutsche Asset Management CODE OF ETHICS issued May, 2000, and
agree to adhere to and abide by its provisions.
I understand that any violation(s) of this Code of Ethics is grounds for
immediate disciplinary action up to, and including, dismissal.
Signature _______________________________
Print Name _______________________________
Legal Entity _______________________________
Date _______________________________
PLEASE RETURN THIS FORM TO DEAM COMPLIANCE AT
130 LIBERTY STREET, 17TH FLOOR (MAIL STOP 2172).
A Member of the
DEUTSCHE BANK GROUP |/|
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DEUTSCHE ASSET MANAGEMENT
TO: "Access Person"
FROM: DeAM Compliance
RE: Initial/Annual Holdings Report - Personal Securities Accounts
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In conformance with Securities and Exchange Commission Rule 17j-1 pursuant to
the Investment Company Act of 1940 you are required to provide Compliance with
this "Initial Holdings Report" within 10 days of joining Deutsche Asset
Management ("DeAM"), and annually thereafter.
Accordingly, please fill in the following requested information (or attach a
copy of your most recent statement) for all securities(4) either held directly
or held in your Employee-Related Accounts(5).
BROKER/ACCT.# NAME OF ISSUER NO. OF SHARES PRINCIPAL AMOUNT
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Signature: _______________________________ Date: _________________________
Print Name: _______________________________ Expense Code: _________________
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4 "Securities" includes equity or debt securities (both privately and publicly
offered), derivatives of securities (such as options, warrants, indexes and
ADRs), futures, commodities and similar instruments, BUT DOES NOT INCLUDE:
(i) shares of open-end mutual funds (unless otherwise directed by compliance)
or (ii) direct obligations of the United States government.
5 "Employee Related Accounts" include (i) employee's own accounts; (ii) the
employee's spouse's accounts and the accounts of minor children and other
members of the household (whether by marriage or similarly committed status)
living in the employee's home; (iii) accounts in which the employee, his/her
spouse/domestic partner, minor children or other persons living in their home
have a beneficial interest (i.e., share in the profits even if there is no
influence on voting or disposition of shares); and (iv) accounts (including
corporate accounts and trust accounts) over which the employee or his/her
spouse/domestic partner exercises investment discretion or control.
**PLEASE COMPLETE AND RETURN TO COMPLIANCE AT MAIL STOP 2172**
