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Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
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SUMMARY Wellington Management Company, llp and its affiliates
have a fiduciary duty to investment company and
investment counseling clients which requires each
employee to act solely for the benefit of clients. Also,
each employee has a duty to act in the best interest of
the firm. In addition to the various laws and
regulations covering the firm's activities, it is
clearly in the firm's best interest as a professional
investment advisory organization to avoid potential
conflicts of interest or even the appearance of such
conflicts with respect to the conduct of the firm's
employees. Wellington Management's personal trading and
conduct must recognize that the firm's clients always
come first, that the firm must avoid any actual or
potential abuse of our positions of trust and
responsibility, and that the firm must never take
inappropriate advantage of its positions. While it is
not possible to anticipate all instances of potential
conflict, the standard is clear.
In light of the firm's professional and legal
responsibilities, we believe it is appropriate to
restate and periodically distribute the firm's Code of
Ethics to all employees. It is Wellington Management's
aim to be as flexible as possible in its internal
procedures, while simultaneously protecting the
organization and its clients from the damage that could
arise from a situation involving a real or apparent
conflict of interest. While it is not possible to
specifically define and prescribe rules regarding all
possible cases in which conflicts might arise, this Code
of Ethics is designed to set forth the policy regarding
employee conduct in those situations in which conflicts
are most likely to develop. If an employee has any doubt
as to the propriety of any activity, he or she should
consult the President or Regulatory Affairs Department.
The Code reflects the requirements of United States law,
Rule 17j-1 of the Investment Company Act of 1940, as
amended on October 29, 1999, as well as the
recommendations issued by an industry study group in
1994, which were strongly supported by the SEC. The term
"Employee" includes all employees and Partners.
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POLICY ON PERSONAL Essentially, this policy requires that all personal
SECURITIES securities transactions (including acquisitions or
TRANSACTIONS dispositions other than through a purchase or sale) by
all Employees must be cleared prior to execution. The
only exceptions to this policy of prior clearance are
noted below.
DEFINITION OF "PERSONAL SECURITIES TRANSACTIONS"
The following transactions by Employees are considered
"personal" under applicable SEC rules and therefore
subject to this statement of policy:
1
Transactions for an Employee's own account, including
IRA's.
2
Transactions for an account in which an Employee has
indirect beneficial ownership, unless the Employee has
no direct or indirect influence or control over the
account. Accounts involving family (including husband,
wife, minor children or other dependent relatives), or
accounts in which an Employee has a beneficial interest
(such as a trust of which the Employee is an income or
principal beneficiary) are included within the meaning
of "indirect beneficial interest".
If an Employee has a substantial measure of influence or
control over an account, but neither the Employee nor
the Employee's family has any direct or indirect
beneficial interest (e.g., a trust for which the
Employee is a trustee but not a direct or indirect
beneficiary), the rules relating to personal securities
transactions are not considered to be directly
applicable. Therefore, prior clearance and subsequent
reporting of such transactions are not required. In all
transactions involving such an account an Employee
should, however, conform to the spirit of these rules
and avoid any activity which might appear to conflict
with the investment company or counseling clients or
with respect to the Employee's position within
Wellington Management. In this regard, please note
"Other Conflicts of Interest", found later in this Code
of Ethics, which does apply to such situations.
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PRECLEARANCE EXCEPT AS SPECIFICALLY EXEMPTED IN THIS SECTION, ALL
REQUIRED EMPLOYEES MUST CLEAR PERSONAL SECURITIES TRANSACTIONS
PRIOR TO EXECUTION. This includes bonds, stocks
(including closed end funds), convertibles, preferreds,
options on securities, warrants, rights, etc., for
domestic and foreign securities, whether publicly traded
or privately placed. The only exceptions to this
requirement are automatic dividend reinvestment and
stock purchase plan acquisitions, broad-based stock
index and US government securities futures and options
on such futures, transactions in open-end mutual funds,
US Government securities, commercial paper, or
non-volitional transactions. Non-volitional transactions
include gifts to an Employee over which the Employee has
no control of the timing or transactions which result
from corporate action applicable to all similar security
holders (such as splits, tender offers, mergers, stock
dividends, etc.). Please note, however, that most of
these transactions must be reported even though they do
not have to be precleared. See the following section on
reporting obligations.
Clearance for transactions must be obtained by
contacting the Director of Global Equity Trading or
those personnel designated by him for this purpose.
Requests for clearance and approval for transactions may
be communicated orally or via email. The Trading
Department will maintain a log of all requests for
approval as coded confidential records of the firm.
Private placements (including both securities and
partnership interests) are subject to special clearance
by the Director of Regulatory Affairs, Director of
Enterprise Risk Management or the General Counsel, and
the clearance will remain in effect for a reasonable
period thereafter, not to exceed 90 days.
CLEARANCE FOR PERSONAL SECURITIES TRANSACTIONS FOR
PUBLICLY TRADED SECURITIES WILL BE IN EFFECT FOR ONE
TRADING DAY ONLY. THIS "ONE TRADING DAY" POLICY IS
INTERPRETED AS FOLLOWS:
* IF CLEARANCE IS GRANTED AT A TIME WHEN THE PRINCIPAL
MARKET IN WHICH THE SECURITY TRADES IS OPEN,
CLEARANCE IS EFFECTIVE FOR THE REMAINDER OF THAT
TRADING DAY UNTIL THE OPENING OF THAT MARKET ON THE
FOLLOWING DAY.
* IF CLEARANCE IS GRANTED AT A TIME WHEN THE PRINCIPAL
MARKET IN WHICH THE SECURITY TRADES IS CLOSED,
CLEARANCE IS EFFECTIVE FOR THE NEXT TRADING DAY UNTIL
THE OPENING OF THAT MARKET ON THE FOLLOWING DAY.
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FILING OF REPORTS Records of personal securities transactions by Employees
will be maintained. All Employees are subject to the
following reporting requirements:
1
Duplicate Brokerage Confirmations
All Employees must require their securities brokers to
send duplicate confirmations of their securities
transactions to the Regulatory Affairs Department.
Brokerage firms are accustomed to providing this
service. Please contact Regulatory Affairs to obtain a
form letter to request this service. Each employee must
return to the Regulatory Affairs Department a completed
form for each brokerage account that is used for
personal securities transactions of the Employee.
Employees should NOT send the completed forms to their
brokers directly.
The form must be completed and returned to the
Regulatory Affairs Department prior to any transactions
being placed with the broker. The Regulatory Affairs
Department will process the request in order to assure
delivery of the confirms directly to the Department and
to preserve the confidentiality of this information.
When possible, the transaction confirmation filing
requirement will be satisfied by electronic filings from
securities depositories.
2
Filing of Quarterly Report of all "Personal Securities
Transactions"
SEC rules require that a quarterly record of all
personal securities transactions be submitted by each
person subject to the Code's requirements and that this
record be available for inspection. To comply with these
rules, every Employee must file a quarterly personal
securities transaction report within 10 calendar days
after the end of each calendar quarter. Reports are
filed electronically utilizing the firm's proprietary
Personal Securities Transaction Reporting System (PSTRS)
accessible to all Employees via the Wellington
Management Intranet.
At the end of each calendar quarter, Employees will be
notified of the filing requirement. Employees are
responsible for submitting the quarterly report within
the deadline established in the notice.
Transactions during the quarter indicated on brokerage
confirmations or electronic filings are displayed on the
Employee's reporting screen and must be affirmed if they
are accurate. Holdings not acquired through a broker
submitting confirmations must be entered manually. All
Employees are required to submit a quarterly report,
even if there were no reportable transactions during the
quarter.
Employees must also provide information on any new
brokerage account established during the quarter
including the name of the broker, dealer or bank and the
date the account was established.
IMPORTANT NOTE: The quarterly report must include the
required information for all "personal securities
transactions" as defined above, except transactions in
open-end mutual funds, money market securities, US
Government securities, and futures and options on
futures on US government securities. Non-volitional
transactions and those resulting from corporate actions
must also be reported even though preclearance is not
required and the nature of the transaction must be
clearly specified in the report.
3
Certification of Compliance
As part of the quarterly reporting process on PSTRS,
Employees are required to confirm their compliance with
the provisions of this Code of Ethics.
4
Filing of Personal Holding Report
Annually, all Employees must file a schedule indicating
their personal securities holdings as of December 31 of
each year by the following January 30. SEC Rules require
that this report include the title, number of shares and
principal amount of each security held in an Employee's
personal account, and the name of any broker, dealer or
bank with whom the Employee maintains an account.
"Securities" for purposes of this report are those which
must be reported as indicated in the prior paragraph.
Newly hired Employees are required to file a holding
report within ten (10) days of joining the firm.
Employees may indicate securities held in a brokerage
account by attaching an account statement, but are not
required to do so, since these statements contain
additional information not required by the holding
report.
5
Review of Reports
All reports filed in accordance with this section will
be maintained and kept confidential by the Regulatory
Affairs Department. Reports will be reviewed by the
Director of Regulatory Affairs or personnel designated
by her for this purpose.
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RESTRICTIONS ON While all personal securities transactions must be
"PERSONAL SECURITIES cleared prior to execution, the following guidelines
TRANSACTIONS" indicate which transactions will be prohibited,
discouraged, or subject to nearly automatic clearance.
The clearance of personal securities transactions may
also depend upon other circumstances, including the
timing of the proposed transaction relative to
transactions by our investment counseling or investment
company clients; the nature of the securities and the
parties involved in the transaction; and the percentage
of securities involved in the transaction relative to
ownership by clients. The word "clients" refers
collectively to investment company clients and
counseling clients. Employees are expected to be
particularly sensitive to meeting the spirit as well as
the letter of these restrictions.
Please note that these restrictions apply in the case of
debt securities to the specific issue and in the case of
common stock, not only to the common stock, but to any
equity-related security of the same issuer including
preferred stock, options, warrants, and convertible
bonds. Also, a gift or transfer from you (an Employee)
to a third party shall be subject to these restrictions,
unless the donee or transferee represents that he or she
has no present intention of selling the donated
security.
1
No Employee may engage in personal transactions
involving any securities which are:
* being bought or sold on behalf of clients until one
trading day after such buying or selling is completed
or canceled. In addition, no Portfolio Manager may
engage in a personal transaction involving any
security for 7 days prior to, and 7 days following, a
transaction in the same security for a client account
managed by that Portfolio Manager without a special
exemption. See "Exemptive Procedures" below.
Portfolio Managers include all designated portfolio
managers and others who have direct authority to make
investment decisions to buy or sell securities, such
as investment team members and analysts involved in
Research Equity portfolios. All Employees who are
considered Portfolio Managers will be so notified by
the Regulatory Affairs Department.
* the subject of a new or changed action recommendation
from a research analyst until 10 business days
following the issuance of such recommendation;
* the subject of a reiterated but unchanged
recommendation from a research analyst until 2
business days following reissuance of the
recommendation
* actively contemplated for transactions on behalf of
clients, even though no buy or sell orders have been
placed. This restriction applies from the moment that
an Employee has been informed in any fashion that any
Portfolio Manager intends to purchase or sell a
specific security. This is a particularly sensitive
area and one in which each Employee must exercise
caution to avoid actions which, to his or her
knowledge, are in conflict or in competition with the
interests of clients.
2
The Code of Ethics strongly discourages short term
trading by Employees. In addition, no Employee may take
a "short term trading" profit in a security, which means
the sale of a security at a gain (or closing of a short
position at a gain) within 60 days of its purchase,
without a special exemption. See "Exemptive Procedures".
The 60 day prohibition does not apply to transactions
resulting in a loss, nor to futures or options on
futures on broad-based securities indexes or US
government securities.
3
No Employee engaged in equity or bond trading may engage
in personal transactions involving any equity securities
of any company whose primary business is that of a
broker/dealer.
4
Subject to preclearance, Employees may engage in short
sales, options, and margin transactions, but such
transactions are strongly discouraged, particularly due
to the 60 day short term profit-taking prohibition. Any
Employee engaging in such transactions should also
recognize the danger of being "frozen" or subject to a
forced close out because of the general restrictions
which apply to personal transactions as noted above. In
specific case of hardship an exception may be granted by
the Director of Regulatory Affairs or her designee upon
approval of the Ethics Committee with respect to an
otherwise "frozen" transaction.
5
No Employee may engage in personal transactions
involving the purchase of any security on an initial
public offering. This restriction also includes new
issues resulting from spin-offs, municipal securities
and thrift conversions, although in limited cases the
purchase of such securities in an offering may be
approved by the Director of Regulatory Affairs or her
designee upon determining that approval would not
violate any policy reflected in this Code. This
restriction does not apply to open-end mutual funds, U.
S. government issues or money market investments.
6
EMPLOYEES MAY NOT PURCHASE SECURITIES IN PRIVATE
PLACEMENTS UNLESS APPROVAL OF THE DIRECTOR OF REGULATORY
AFFAIRS, DIRECTOR OF ENTERPRISE RISK MANAGEMENT OR THE
GENERAL COUNSEL HAS BEEN OBTAINED. This approval will be
based upon a determination that the investment
opportunity need not be reserved for clients, that the
Employee is not being offered the investment opportunity
due to his or her employment with Wellington Management
and other relevant factors on a case-by-case basis. If
the Employee has portfolio management or securities
analysis responsibilities and is granted approval to
purchase a private placement, he or she must disclose
the privately placed holding later if asked to evaluate
the issuer of the security. An independent review of the
Employee's analytical work or decision to purchase the
security for a client account will then be performed by
another investment professional with no personal
interest in the transaction.
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GIFTS AND OTHER Employees should not seek, accept or offer any gifts or
SENSITIVE PAYMENTS favors of more than minimal value or any preferential
treatment in dealings with any client, broker/dealer,
portfolio company, financial institution or any other
organization with whom the firm transactS business.
Occasional participation in lunches, dinners, cocktail
parties, sporting activities or similar gatherings
conducted for business purposes are not prohibited.
However, for both the Employee's protection and that of
the firm it is extremely important that even the
appearance of a possible conflict of interest be
avoided. Extreme caution is to be exercised in any
instance in which business related travel and lodgings
are paid for other than by Wellington Management, and
prior approval must be obtained from the Regulatory
Affairs Department.
Any question as to the propriety of such situations
should be discussed with the Regulatory Affairs
Department and any incident in which an Employee is
encouraged to violate these provisions should be
reported immediately. An explanation of all
extraordinary travel, lodging and related meals and
entertainment is to be reported in a brief memorandum to
the Director of Regulatory Affairs.
Employees must not participate individually or on behalf
of the firm, a subsidiary, or any client, directly or
indirectly, in any of the following transactions:
1
Use of the firm's funds for political purposes.
2
Payment or receipt of bribes, kickbacks, or payment or
receipt of any other amount with an understanding that
part or all of such amount will be refunded or delivered
to a third party in violation of any law applicable to
the transaction.
3
Payments to government officials or employees (other
than disbursements in the ordinary course of business
for such legal purposes as payment of taxes).
4
Payment of compensation or fees in a manner the purpose
of which is to assist the recipient to evade taxes,
federal or state law, or other valid charges or
restrictions applicable to such payment.
5
Use of the funds or assets of the firm or any subsidiary
for any other unlawful or improper purpose.
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OTHER CONFLICTS Employees should also be aware that areas other than
OF INTEREST personal securities transactions or gifts and sensitive
payments may involve conflicts of interest. The
following should be regarded as examples of situations
involving real or potential conflicts rather than a
complete list of situations to avoid.
"INSIDE INFORMATION"
Specific reference is made to the firm's policy on the
use of "inside information" which applies to personal
securities transactions as well as to client
transactions.
USE OF INFORMATION
Information acquired in connection with employment by
the organization may not be used in any way which might
be contrary to or in competition with the interests of
clients. Employees are reminded that certain clients
have specifically required their relationship with us to
be treated confidentially.
DISCLOSURE OF INFORMATION
Information regarding actual or contemplated investment
decisions, research priorities or client interests
should not be disclosed to persons outside our
organization and in no way can be used for personal
gain.
OUTSIDE ACTIVITIES
All outside relationships such as directorships or
trusteeships of any kind or membership in investment
organizations (e.g., an investment club) must be cleared
by the Director of Regulatory Affairs prior to the
acceptance of such a position. As a general matter,
directorships in unaffiliated public companies or
companies which may reasonably be expected to become
public companies will not be authorized because of the
potential for conflicts which may impede our freedom to
act in the best interests of clients. Service with
charitable organizations generally will be authorized,
subject to considerations related to time required
during working hours and use of proprietary information.
EXEMPTIVE PROCEDURE
The Director of Regulatory Affairs, the Director of
Enterprise Risk Management, the General Counsel or the
Ethics Committee can grant exemptions from the personal
trading restrictions in this Code upon determining that
the transaction for which an exemption is requested
would not result in a conflict of interest or violate
any other policy embodied in this Code. Factors to be
considered may include: the size and holding period of
the Employee's position in the security, the market
capitalization of the issuer, the liquidity of the
security, the reason for the Employee's requested
transaction, the amount and timing of client trading in
the same or a related security, and other relevant
factors.
Any Employee wishing an exemption should submit a
written request to the Director of Regulatory Affairs
setting forth the pertinent facts and reasons why the
employee believes that the exemption should be granted.
Employees are cautioned that exemptions are intended to
be exceptions, and repetitive exemptive applications by
an Employee will not be well received.
Records of the approval of exemptions and the reasons
for granting exemptions will be maintained by the
Regulatory Affairs Department.
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COMPLIANCE WITH THE Adherence to the Code of Ethics is considered a basic
CODE OF ETHICS condition of employment with our organization. The
Ethics Committee monitors compliance with the Code and
reviews violations of the Code to determine what action
or sanctions are appropriate.
Violations of the provisions regarding personal trading
will presumptively be subject to being reversed in the
case of a violative purchase, and to disgorgement of any
profit realized from the position (net of transaction
costs and capital gains taxes payable with respect to
the transaction) by payment of the profit to any client
disadvantaged by the transaction, or to a charitable
organization, as determined by the Ethics Committee,
unless the Employee establishes to the satisfaction of
the Ethics Committee that under the particular
circumstances disgorgement would be an unreasonable
remedy for the violation.
Violations of the Code of Ethics may also adversely
affect an Employee's career with Wellington Management
with respect to such matters as compensation and
advancement.
Employees must recognize that a serious violation of the
Code of Ethics or related policies may result, at a
minimum, in immediate dismissal. Since many provisions
of the Code of Ethics also reflect provisions of the US
securities laws, Employees should be aware that
violations could also lead to regulatory enforcement
action resulting in suspension or expulsion from the
securities business, fines and penalties, and
imprisonment.
Again, Wellington Management would like to emphasize the
importance of obtaining prior clearance of all personal
securities transactions, avoiding prohibited
transactions, filing all required reports promptly and
avoiding other situations which might involve even an
apparent conflict of interest. Questions regarding
interpretation of this policy or questions related to
specific situations should be directed to the Regulatory
Affairs Department or Ethics Committee.
Revised: March 1, 2000
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Wellington Management Company, llp
