<PAGE> 1
CODE OF ETHICS
FOR
SUNAMERICA ASSET MANAGEMENT CORP.
SUNAMERICA CAPITAL SERVICES, INC.
AND
ANCHOR PATHWAY FUND
ANCHOR SERIES TRUST
SUNAMERICA STYLE SELECT SERIES, INC.
SUNAMERICA EQUITY FUNDS
SUNAMERICA INCOME FUNDS
SUNAMERICA MONEY MARKET FUNDS, INC.
SUNAMERICA SERIES TRUST
SUNAMERICA STRATEGIC INVESTMENT SERIES, INC.
SEASONS SERIES TRUST
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C> <C>
I. PURPOSE.......................................................... 1
II. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES........................ 1
III. DEFINITIONS...................................................... 2
A. Adviser..................................................... 2
B. Investment Client........................................... 2
C. Underwriter................................................. 2
D. Access Person............................................... 2
E. Advisory Person............................................. 2
F. Affiliated Company.......................................... 3
G. Affiliated Person........................................... 3
H. Beneficial Ownership........................................ 3
I. Control..................................................... 4
J. Disinterested Director or Trustee........................... 5
K. Interested Person........................................... 5
L. Person...................................................... 5
M. Personal Securities Transaction............................. 5
N. Portfolio Manager........................................... 6
O. Private Placement........................................... 6
P. Public Offerings............................................ 6
Q. Purchase or Sale of a Security.............................. 6
R. Review Officer.............................................. 7
S. Security.................................................... 7
T. Securities Held or to be Acquired........................... 7
IV INCORPORATION OF INVESTMENT SUB-ADVISERS' CODES OF ETHICS........ 8
V. PROHIBITIONS AND RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS 8
VI. EXEMPTED TRANSACTIONS............................................ 11
VII. PRECLEARANCE REQUIREMENTS........................................ 12
VIII. REPORTING REQUIREMENTS........................................... 14
IX. CONFLICTS OF INTEREST............................................ 16
X. DISINTERESTED DIRECTORS OR TRUSTEES.............................. 17
XI. REVIEW BY THE BOARDS OF DIRECTORS OR TRUSTEES.................... 17
XII. AUDIT BY ETHICS COMMITTEE AND/OR REVIEW OFFICER.................. 17
XIII. SANCTIONS........................................................ 18
XIV. CONFIDENTIALITY.................................................. 18
XV. ADDITIONAL DISCLOSURE............................................ 18
</TABLE>
<PAGE> 3
I. PURPOSE
SunAmerica Asset Management Corp. ("SAAMCo") has a fiduciary duty to investment
clients as defined in Section III. B. which requires each employee to act solely
for the benefit of clients. This Code of Ethics (the "Code") has been adopted in
accordance with Section (b) of Rule 17j-1 (the "Rule"), under the Investment
Company Act of 1940, as amended (the "Act"). The Rule generally proscribes
fraudulent or manipulative practices with respect to purchases or sales of
securities held or to be acquired by investment clients, if effected by
associated persons of such companies. The purpose of this Code is to provide
regulations and procedures consistent with the Act and the Rule and is designed
to give effect to the general prohibitions set forth in Section (b) of the Rule,
as follows:
It is unlawful for any affiliated person of or principal underwriter for a
registered investment company, or any affiliated person of an investment adviser
of or principal underwriter for a registered investment company, in connection
with the purchase or sale, directly or indirectly, by such person, of a security
held or to be acquired, as defined in the Rule, by such registered investment
company to:
1. employ any device, scheme or artifice to defraud such
registered investment company;
2. make any untrue statement of a material fact to such
registered investment company or omit to state a material fact
necessary in order to make the statements made to the
registered investment company, in light of the circumstances
under which they are made, not misleading;
3. engage in any act, practice or course of business that
operates or would operate as a fraud or deceit on such
registered investment company;
4. engage in any manipulative practice with respect to such
registered investment company.
In addition, each employee has a duty to act in the best interest of the firm.
It is clearly in our best interest as a professional investment advisory
organization to avoid potential conflicts of interest or even the appearance of
such conflict with respect to the conduct of our officers and employees. While
it is impossible to anticipate all instances of potential conflict, the standard
is clear.
II. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES
In light of our professional and legal responsibilities, we believe it is
appropriate to restate and periodically distribute the firm's Code to all
employees. Our aim is to be as flexible as possible in our organization and our
internal procedures, while simultaneously protecting our organization and our
clients from the damage that could arise from a situation involving a real or
apparent conflict of
-1-
<PAGE> 4
interest. While it is not possible to specifically define and prescribe rules
regarding all possible cases in which conflicts might arise, this Code is
designed to set forth our policy regarding employee conduct in those situations
in which conflicts are most likely to develop. As a general fiduciary principle,
(i) it is imperative that those who work for or on behalf of an investment
client, avoid any such situation that might comprise, or call into question,
their exercise of fully independent judgement in the interests of clients; (ii)
all personal securities transactions must be conducted consistent with the Code
and in such a manner as to avoid any actual or potential conflict of interest or
any abuse of your position of trust and responsibility; and (iii) you should not
take inappropriate advantage of your position. If you have any doubt as to the
propriety of any activity, you should consult SAAMCo's General Counsel, Robert
M. Zakem.
III. DEFINITIONS
A. "ADVISER" means SunAmerica Asset Management Corp. ("SAAMCo").
B. "INVESTMENT CLIENT" means (i) an investment company registered
as such under the Act, any series thereof or any component of
such series for which the Adviser is an investment adviser
("investment company"); or (ii) any private accounts for which
the Adviser is an investment adviser.
C. "UNDERWRITER" means SunAmerica Capital Services, Inc.
D. "ACCESS PERSON" means:
1. any trustee, director, officer, general partner or
advisory person of the investment company or Adviser;
2. any director or officer of the Underwriter who in the
ordinary course of his or her business makes,
participates in or obtains information regarding the
purchase or sale of securities for the investment
client or whose functions or duties as part of the
ordinary course of his or her business relate to the
making of any recommendation to the investment client
regarding the purchase or sale of securities; and
3. any other persons designated by the Review Officer as
having access to current trading information.
E. "ADVISORY PERSON" means:
1. any employee of the Adviser or of any company in a
control relationship to the investment company and/or
Adviser, who in connection with his or her regular
functions or duties, makes, participates in, or
obtains information regarding the purchase or sale of
a security by an investment client; and
-2-
<PAGE> 5
whose functions relate to the making of any
recommendations with respect to such purchases or
sales; and
2. any natural person in a control relationship, or
deemed by the Review Officer to be in a control
relationship, to the investment company or Adviser
who obtains information concerning the
recommendations made to an investment client with
regard to the purchase or sale of a security.
F. "AFFILIATED COMPANY" means a company which is an affiliated
person as set forth below.
G. "AFFILIATED PERSON" means:
(1) any person directly or indirectly owning,
controlling, or holding with power to vote, five per
centum (5%) or more of the outstanding voting
securities or such other person;
(2) any person five per centum (5%) or more of whose
outstanding voting securities are directly or
indirectly owned, controlled, or held with power to
vote, by such other person;
(3) any person directly or indirectly controlling,
controlled by, or under common control with, such
other person;
(4) any officer, director, partner, copartner, or
employee of such other person;
(5) if such other person is an investment company, any
investment adviser thereof or any member of an
advisory board thereof;
(6) if such other person is an unincorporated investment
company not having a board of directors, the
depositor thereof.
H. "BENEFICIAL OWNERSHIP" shall be interpreted in the same manner
as it would be under Rule 16a-1(a)(2) under the Securities
Exchange Act of 1934. Under this Rule, a person is generally
deemed to have Beneficial Ownership of securities if the
person, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has or
shares a direct or indirect pecuniary interest in the equity
securities.
(i) The term "pecuniary interest" means the opportunity,
directly or indirectly, to profit or share in any
profit derived from a transaction in the securities.
(ii) The term "indirect pecuniary interest" includes the
following:
- securities held by members of the person's
immediate family sharing
-3-
<PAGE> 6
the same household; the term "immediate
family" includes 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, as well as
adoptive relationships;
- a general partner's proportionate interest
in the portfolio securities held by a
general or limited partnership;
- a performance-related fee, other than an
asset-based fee, received by any broker,
dealer, bank, insurance company, investment
company, investment adviser, investment
manager, trustee or person or entity
performing a similar function, with
exception;
- a person's right to dividends that is
separated or separable from the underlying
securities;
- a person's interest in securities held by
certain trusts; and
- a person's right to acquire equity
securities through the exercise or
conversion of any derivative security,
whether or not presently exercisable.*
A person who is a shareholder of a corporation or
similar entity is not deemed to have a pecuniary
interest in portfolio securities held by the
corporation or entity, if the shareholder is not a
controlling shareholder of the corporation or the
entity and does not have or share investment control
over the corporation's or the entity's portfolio. The
term "control" means the power to exercise a
controlling influence over management or policies,
unless the power is solely the result of an official
position with the company.
*The term "derivative security" means any option, warrant, convertible security,
stock appreciation right, or similar right with an exercise or conversion
privilege at a price related to an equity security, or similar securities with a
value derived from the value of an equity security.
I. "CONTROL" means:
(1) the power to exercise a controlling influence over
the management or policies of a company, unless such
power is solely the result of an official position
with such company;
(2) any person who owns beneficially, either directly or
through one or more controlled companies, more that
25 per centum (25%) of the voting securities of a
company shall be presumed to control such company;
-4-
<PAGE> 7
(3) any person who does not so own more than 25 per
centum (25%) of the voting securities of any company
shall be presumed not to control such company.
A natural person shall be presumed not to be a controlled
person.
J. "DISINTERESTED DIRECTOR OR TRUSTEE" means a director or
trustee of an investment company who is not an "interested
person" (as described below) of an investment company, and who
would be required to make a report under Section XI of this
Code solely by reason of being a director or trustee of the
investment company.
K. "INTERESTED PERSON" of another person means:
(1) any affiliated person of the investment company;
(2) any member of the immediate family of any natural
person who is an affiliated person of the investment
company;
(3) any interested person of any investment adviser of or
principal underwriter for the investment company;
(4) any person or partner or employee of any person who
at any time since the beginning of the last two
completed fiscal years of the investment company has
acted as legal counsel for the investment company;
(5) any broker or dealer registered under the Securities
Exchange Act of 1934 or any affiliated person of such
a broker or dealer; and
(6) any natural person whom the Securities and Exchange
Commission by order shall have determined to be an
interested person by reason of having had at any time
since the beginning of the last two completed fiscal
years of such company, a material business or
professional relationship with such company or with
the principal executive office of such company or
with any other investment company having the same
investment adviser or principal underwriter or with
the principal executive officer of such other
investment company.
Provided, that no person shall be deemed to be an interested person of an
investment company solely by reason of (i) his/her being a member of its board
of directors or advisory board or an owner of its securities, or (ii) his/her
membership in the immediate family of any person specified in clause (i) of this
provision.
-5-
<PAGE> 8
L. "PERSON" means a natural person or a company.
M. "PERSONAL SECURITIES TRANSACTION" means:
(1) transactions for your own account, including IRA's;
(2) transactions for an account in which you have
indirect beneficial ownership, unless you have 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 you have a
beneficial interest (such as a trust or which you are
an income or principal beneficiary) are included
within the meaning of "indirect beneficial interest";
(3) situations wherein you have a substantial measure of
influence or control over an account, but neither you
nor your family has any direct or indirect beneficial
interest (e.g., a trust for which you are a trustee
but not a direct or indirect beneficiary).(1)
N. "PORTFOLIO MANAGER" means the person (or one of the persons)
primarily responsible for the day-to-day management of the
investment client's portfolios.
O. "PRIVATE PLACEMENT" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to
Section 4(2) or Section 4(6) or Rule 504, Rule 505 or Rule 506
thereunder, or any other offering of securities not registered
with the Securities and Exchange Commissions.
P. "PUBLIC OFFERINGS"
(1) INITIAL PUBLIC OFFERING means an offering of
securities registered under the Securities Act of
1933, the issuer of which, immediately before the
registration, was not subject to the reporting
requirements of Sections 13 or 15(d) of the
Securities Exchange Act of 1934.
(2) SECONDARY OFFERING means an offering of previously
issued securities, registered under the Securities
Act of 1933, held by large investors who resell such
securities at a higher price.
-------------
(1) Such transactions are not subject to the preclearance
requirements in Section VII. However, in all transactions
involving this type of an account, you should conform to the
spirit of this Code and avoid any activity which might appear
to conflict with the investment clients or your position with
the Adviser or Underwriter.
-6-
<PAGE> 9
Q. "PURCHASE OR SALE OF A SECURITY" includes, among other things,
the writing of an option to purchase or sell a security.
R. "REVIEW OFFICER" means the officer of the Adviser designated
from time-to-time by the firm's Ethics Committee(2) to receive
and review reports of purchases and sales of securities made
by Access and Advisory Persons.(3)
S. "SECURITY", as defined in Section 2(a)(36) of the Act, means
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 of the foregoing.
"Security" SHALL NOT include: (i) direct obligations of the
U.S. Government, as described below; (ii) bankers'
acceptances, bank certificates of deposit, commercial paper
and high-quality short-term debt instruments, including
repurchase agreements; (iii) shares issued by registered
open-end investment companies; (iv) futures and options on
futures; and (v) commodities.
- "GOVERNMENT SECURITY" means any security issued or
guaranteed as to principal or interest by the United
States, or by a person controlled or
-------------
(2) The Ethics Committee is comprised of Francis Gannon
(Investments), Peter Harbeck (Executive Administration), James
Nichols (Marketing), Suzanne Onyskow (Human Resources) and
Abbe Stein (Legal). The composition of the Committee may be
changed from time to time.
(3) The Review Officer, Compliance Officer and General Counsel is
Robert M. Zakem in the Legal Department on the Third Floor
(3rd fl.). Mr. Zakem can be reached at ext. 5189.
-7-
<PAGE> 10
supervised by and acting as an instrumentality of the
U.S. Government pursuant to authority granted by the
Congress of the United States; or any certificate of
deposit for any of the foregoing.
T. "SECURITIES HELD OR TO BE ACQUIRED" by an investment client
means:
(1) any security which, within the most recent 15 days:
(a) is or has been held by the investment client; or
(b) is being or has been considered by the investment
client or Adviser for purchase by the investment
client; and
(2) any option to purchase or sell, and any security
convertible into or exchangeable for, a security
described in paragraph (1) above.
IV. INCORPORATION OF INVESTMENT SUB-ADVISERS' CODES OF ETHICS
Those provisions of an Investment Sub-Adviser's Code of Ethics are applicable to
persons who, in connection with their regular functions or duties, make,
participate in, or obtain information regarding the purchase or sale of a
security, or whose functions relate to the making of any recommendation, with
respect to such purchase or sale by registered investment companies managed by
such Investment Sub-Adviser, are hereby incorporated herein by reference as
additional provisions of this Code of Ethics (to the extent such provisions are
in addition to or more restrictive than the provision set forth in this Code)
applicable to those officers, trustees, directors and advisory personnel of the
Adviser or investment client who have direct responsibility of investments of
the investment client, except that approval or disclosure required thereunder
shall be obtained from or made to the officer designated in Section XII. A
violation of an Investment Sub-Adviser's Code of Ethics shall constitute a
violation of this Code.
V. PROHIBITIONS AND RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS
The following activities apply to Advisory and/or Access Persons (as
stated) and accounts for which they have Beneficial Ownership.
A. Prohibited Purchases and Sales - Except as otherwise provided
in Section VI below:
1. ACCESS PERSONS
No Access Person shall:
|_| engage in any act, practice or course of conduct,
which would violate the provisions of the Rule as set
forth above.
|_| purchase or sell, directly or indirectly, any
security in which he/she has, or by
-8-
<PAGE> 11
reason of such transaction acquires, any direct or
indirect beneficial ownership and which to his/her
actual knowledge at the time of such purchase or sale
is being (a) considered for purchase or sale by the
investment client, or (b) purchased or sold by any
portfolio of the investment client.(4)
|_| disclose to other persons the securities activities
engaged in or contemplated for the various portfolios
of the investment client.
|_| recommend any securities transaction by an investment
client without having disclosed his or her interest,
if any, in such securities or the issuer thereof,
including without limitation (a) his or her direct or
indirect beneficial ownership of any securities or
such issuer, (b) any contemplated transaction by such
person in such securities, (c) any position with such
issuer or its affiliates, and (d) any present or
proposed business relationship between such issuer or
its affiliates, on the one hand, and such person or
any party in which such person has a significant
interest, on the other; provided, however, that in
the event the interest of such Access Person in such
securities or issuer is not material to his or her
personal net worth and any contemplated transaction
by such person in such securities cannot reasonably
be expected to have a material adverse effect on any
such transaction by the company or on the market for
the securities generally, such Access Person shall
not be required to disclose his or her interest in
the securities or issuer thereof in connection with
any such recommendation.
|_| execute a securities transaction, other than an
exempted transaction, on a day during which any
investment client in the complex has a pending "buy"
or "sell" order in that same security and execute
such securities transaction until one trading day
after such pending investment client order is
executed or withdrawn. (BLACKOUT PERIODS).
|_| acquire any securities in an INITIAL PUBLIC OFFERING
(IPO) or in a SECONDARY OFFERING, without the prior
approval of the Review Officer. In considering such a
request for approval, the Review Officer will
determine whether the proposed transaction presents a
conflict of interest with any investment clients or
otherwise violates the Code. The Review Officer will
also determine whether the following conditions have
been met, prior to the
----------------
(4) The Adviser, and any and all Access Persons or Advisory
Persons thereof, shall not be deemed to have actual knowledge,
for purposes hereof, of securities transactions effected for
any company, series thereof, or component of such series, for
which the Adviser is the investment adviser, but for which the
portfolio management is performed by an entity which is not an
affiliate of SunAmerica Inc.
-9-
<PAGE> 12
acquisition of any security in an IPO:
- The purchase is made through the Access
Person's regular broker;
- The number of shares to be purchased is
commensurate with the normal size and
activity of the Access Person's account; and
- The transaction otherwise meets the
requirements of the NASD's rules on
FREERIDING, whereby an underwriting
syndicate member withholds a portion of a
new securities issue and later resells it at
a price higher than the initial offering
price and WITHHOLDING, whereby a participant
in a public offering fails to make a bona
fide public offering at the public offering
price.
|_| acquire any securities in a PRIVATE PLACEMENT without
the prior approval of the Review Officer. Approval
will take into account, among other factors, whether
the investment opportunity should be reserved for an
investment client, and whether the opportunity is
being offered to an individual by virtue of his or
her position with the investment client or as a
reward for past transactions. Access/Advisory Persons
who have been authorized to acquire securities in a
private placement should disclose such private
placement investment if he/she plays a material role
in an investment client's subsequent investment
decision regarding the same issuer. In the foregoing
circumstances, the Access/Advisory Person's decision
to purchase the security for an investment client's
account will then be subject to an independent review
by an investment professional with no personal
interest in the transaction.
|_| seek or accept any gift or other thing of more than a
de minimis value ($250) annually from any person or
entity that does business with or on behalf of an
investment client. Gifts shall not include occasional
participation in meals, cocktail parties, sporting
events, the theater or similar gatherings conducted
for business purposes. If an Access Person is unsure
of the appropriateness of any gift, the Review
Officer should be consulted.
|_| serve on the board of directors of a publicly traded
company, absent prior written authorization from the
Review Officer based upon a determination that the
board service would be consistent with the interests
of the investment clients. Where board service is
authorized, Advisory Persons serving as directors
will be isolated from those making investment
decisions regarding the securities of that company
through "Chinese Wall" or other procedures.
-10-
<PAGE> 13
See "Other Conflicts of Interest-Outside Activities."
2. ADVISORY PERSONS
No Advisory Persons shall:
|_| engage in any conduct set forth in Section V.A.1.
|_| purchase or sell a security within at least seven (7)
calendar days before and after he/she trades in that
security on behalf of an investment client(5); or
purchase or sell a security within at least three (3)
days before and after he/she makes recommendations to
any portfolio manager on behalf of an investment
client(6) (BLACKOUT PERIODS).
B. Restricted Purchases and Sales - Except as otherwise provided
above:
1. SHORT-TERM TRADING PROFITS.
|_| Subject to the other provisions of this
Code, while there is no prohibition on
short-term trading profits, the Review
Officer will monitor quarterly reports and
address abuses of short-term trading profits
on a case-by-case basis. NEVERTHELESS, THE
FIRM STRONGLY DISCOURAGES SHORT-TERM TRADING
BY EMPLOYEES.
VI. EXEMPTED TRANSACTIONS
The preclearance requirements of Section VII shall not apply to the
following transactions; however, THESE TRANSACTIONS MUST STILL BE REPORTED TO
THE REVIEW OFFICER (See Reporting Requirements).
A. 500 shares or less, or the equivalent (e.g., 5 options or
less; 500 shares or less of a convertible bond; and 25 or less
fixed rate bonds) of a security of the same issuer;
B. Purchases or sales of securities effected in any account which
is managed on a discretionary basis by a person other than
such Access Person and with respect to which such
Access/Advisory Person does not in fact influence or control
such transactions;
C. Purchases of securities which are not eligible for purchase or
sale by the investment
----------------
(5) Applicable only to Portfolio Managers
(6) Applicable only to Analysts and Traders
-11-
<PAGE> 14
client (e.g., American International Group, Inc.) and which
are not related economically to securities purchased, sold or
held by the investment client;
D. Purchases or sales which are non-volitional on the part of
either the Access/Advisory Person or the investment client.
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.);
E. Purchases which are part of an automatic dividend or
distribution reinvestment plan;
F. Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities,
to the extent such rights were acquired from such issuer, and
sales of such rights so acquired;
G. Purchases or sales approved by a majority vote of those
trustees or directors having no interest in the transaction
upon a showing of good cause. Good cause will be deemed to
exist where unexpected hardship occasions the need for
additional funds. A change in investment objectives will not
be deemed "good cause";
H. The Review Officer can grant exemptions from the personal
trading restrictions in this Code upon determining that the
transaction for which an exemption is requested would not (i)
violate any policy embodied in this Code and (ii) that an
exemption is appropriate to avoid an injustice to the employee
in the particular factual situation presented. 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.
I. Employee Stock Purchase Plan ("ESPP")/401(k) Plan. Employees
participating in the ESPP need not report any purchases of
securities effected through such plan; HOWEVER, any receipt of
shares (at the end of the plan year) or disposition of
securities which were purchased through ESPP/401(k) plan must
be reported on the appropriate form.
-12-
<PAGE> 15
Any employee wishing an exemption should submit a written request to the Review
Officer 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.
VII. PRECLEARANCE REQUIREMENTS
A. Except as specifically exempted in this Section, all Advisory
Persons must obtain preclearance from the firm's Head
Trader,(7) prior to executing any transactions in securities
for any account in which he/she has Beneficial Ownership.(8)
Any portfolio manager wishing to effect a personal securities
transaction which might be viewed as contrary to a position
held in any portfolio for which he/she serves as portfolio
manager must preclear such transaction with the firm's Review
Officer, in addition to the normal preclearance procedure. The
only exceptions to this requirement are automatic dividend
reinvestment plan acquisitions, futures and options on
futures, commodities, automatic employee stock purchase plan
acquisitions, transactions in registered open-end investment
companies, U.S. Government securities, commercial paper,
bankers' acceptances, bank certificate of deposits,
high-quality short-term debt instruments or exempted
transactions. PLEASE NOTE, HOWEVER, THAT MOST OF THESE
EXCEPTIONS MUST BE REPORTED EVEN THOUGH THEY DO NOT HAVE TO BE
PRECLEARED. See Section VIII for reporting requirements.
B. All Access and Advisory Persons are to "preclear" personal
securities transactions of:
1. more than 500 shares or the equivalent (e.g., more
than 5 options; more than 500 shares of a convertible
bond; and more than 25 fixed rate bonds) of a
security of the same issuer, prior to execution,
through the firm's Head Trader. 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. PLEASE NOTE,
HOWEVER, THAT TRANSACTIONS OF SECURITIES IN ANY
AMOUNT MUST BE REPORTED EVEN THOUGH THEY DO NOT HAVE
TO BE PRECLEARED.
2. a security of the same issuer, if such Access Person
exhausted the limit of 500 shares, unless, such
security is purchased or sold after ten business days
from the initial transaction of such security. (For
example, if you buy 501
----------------
(7) The firm's Head Trader must obtain preclearance from the
Review Officer.
(8) If in the case the Head Trader is unavailable, the Assistant
Head Trader is authorized to preclear transactions. If both
the Head Trader and Assistant Head Trader are unavailable, the
Review Officer can preclear such transactions.
-13-
<PAGE> 16
shares of AOL, you will need to obtain preclearance.
However, if you buy 500 shares of AOL on January 1
and 200 shares of AOL on January 3, you will need to
obtain preclearance for the 200 shares. But, if you
buy 500 shares of AOL on January 1 and you buy 200
shares of AOL on January 10, you need not obtain
preclearance.). PLEASE NOTE, HOWEVER, THAT THESE
TRANSACTIONS MUST BE REPORTED, EVEN THOUGH CERTAIN
TRANSACTIONS DO NOT HAVE TO BE PRECLEARED.
C. 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.(9)
VIII. REPORTING REQUIREMENTS
A. INITIAL HOLDINGS REPORTS. No later than 10 days after the
employee becomes an Access or Advisory Person, each Access or
Advisory Person shall report the following information:
|_| the title, number of shares and principal amount of
each security in which the Access or Advisory Person
had any direct or indirect beneficial ownership when
the employee became an Access or Advisory Person;
|_| the name of any broker, dealer or bank with whom the
Access or Advisory Person maintained an account in
which any securities were held for the direct or
indirect benefit of the Access or Advisory Person as
of the date the employee became an Access or Advisory
Person; and
|_| the date that the report is submitted by the Access
or Advisory Person.
B. QUARTERLY TRANSACTION REPORTS. No later than 10 days after the
end of a calendar quarter, each Access or Advisory Person
shall file a quarterly personal securities transaction report
containing the following information:
----------------
(9) The investment companies' trading hours are 9:30 a.m. to 4:00
p.m., Eastern time.
-14-
<PAGE> 17
|_| with respect to any transaction during the quarter in
a security in which the Access or Advisory Person had
any direct or indirect beneficial ownership:
- the date of the transaction, the title, the
interest rate and maturity date (if
applicable), the number of shares and the
principal amount of each security involved;
- the nature of the transaction (i.e.,
purchase, sale or any other type of
acquisition or disposition);
- the price of the security in which the
transaction was effected;
- the name of the broker, dealer or bank with
or through which the transaction was
effected; and
- the date that the report is submitted by the
Access or Advisory Person.
|_| Access and Advisory Persons 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.
Quarterly report forms will be distributed to all employees on the last business
day of each quarter. Completed forms should be sent to the Review Officer or his
or her designee.(10) The forms and transactions in all personal accounts will be
reviewed each quarter on a confidential basis.
NOTE: The quarterly report must include the required information for all
personal securities transactions as defined above, except transactions
in registered open-end investment companies, bankers' acceptances, bank
certificates of deposit, commercial paper, high-quality short-term debt
instruments (including repurchase agreements), U.S. Government
securities, commodities, and futures and options on futures. Except as
noted above, exempted transactions must also be reported and the nature
of the transaction clearly specified in the report.
QUARTERLY REPORTS MUST BE FILED BY ALL EMPLOYEES EVEN IF THERE WERE NO
REPORTABLE TRANSACTIONS DURING THE QUARTER. (WRITE "NONE" AND RETURN WITH YOUR
SIGNATURE.)
C. ANNUAL HOLDINGS REPORTS. Annually, the following information
must be submitted as of December 31 of each year by the
following January 30:
---------------
(10) Currently, Cynthia Chau in the Legal Department is the Review
Officer's designee.
-15-
<PAGE> 18
|_| the title, number of shares and principal amount of
each security in which the Access or Advisory Person
had any direct or indirect beneficial ownership;
|_| the name of any broker, dealer or bank with whom the
Access or Advisory Person maintains an account in
which any securities are held for the direct or
indirect benefit of the Access or Advisory Person;
and
|_| the date that the report is submitted by the Access
or Advisory Person.
D. ANNUAL CERTIFICATION. In addition, each Access and Advisory
Person shall submit to the Review Officer an annual
certification to certify that:
|_| he/she has read and understands this Code and
recognizes that he/she is subject to its
requirements;
|_| he/she has complied with all requirements of this
Code; and
|_| he/she has disclosed or reported all personal
securities transactions required to be disclosed or
reported pursuant to the requirements of this Code.
E. EXCEPTION. An employee need not make a report under this
Section with respect to transactions affected for, and
securities held in, any account over which the employee has no
direct or indirect influence or control. See Section
III.M.(3).
F. DISCLAIMER. The report may also contain a statement declaring
that the reporting or recording of any transaction shall not
be construed as an admission that the employee making the
report has any direct or indirect Beneficial Ownership in the
security to which the report relates.
G. DUPLICATE CONFIRMATIONS AND STATEMENTS. All Access and
Advisory Persons must direct their securities broker to send
to the Review Officer, on a timely basis, (i) duplicate
confirmations of all personal securities transactions; and
(ii) copies of periodic statements for all securities
accounts.
IX. CONFLICTS OF INTEREST
Employees should be aware that areas other than 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.
A. "INSIDE INFORMATION" - Specific reference is made to the
firm's policy of the use of
-16-
<PAGE> 19
"inside information" which applies to personal securities
transactions as well as to client transactions.
B. "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
be treated confidential.
C. "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 gains.
D. "OUTSIDE ACTIVITIES" - All outside relationships such as
directorships or trusteeships of any kind or membership in
investment organizations (e.g., an investment club) should be
discussed with the Review Officer prior to the acceptance of
such 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.
X. DISINTERESTED DIRECTORS OR TRUSTEES
(1) A director or trustee of an investment company who is not an
officer of such investment company or an officer, employee or
director of the Adviser need only report a transaction in a
security if the director or trustee, at the time of that
transaction, knew or, in the ordinary course of fulfilling his
official duties as a director or trustee of the investment
company, should have known that, during the 15-day period
immediately before or after the date of the transaction by the
director or trustee, the security was purchased or sold, or
the security was under active consideration by the investment
company or its Adviser.
(2) The provision in Section IX (D) does not apply to
disinterested Directors/Trustees.
XI. REVIEW BY THE BOARDS OF DIRECTORS OR TRUSTEES
-17-
<PAGE> 20
Management will prepare a written report to the Boards of Directors or Trustees
as follows:
(1) Quarterly to identify any material violations of the Code
during the previous quarter; and
(2) Annually to: (i) report non-material violations of the Code
and to describe issues that arose during the previous year
under the Code or procedures applicable to the Adviser and
Underwriter, including, but not limited to, information about
material code or procedure violations and sanctions imposed in
response to those material violations; and (ii) certify to the
Board that the Adviser and Underwriter have adopted procedures
reasonably necessary to prevent Access and Advisory Persons
from violating the Code.
XII. AUDIT BY ETHICS COMMITTEE AND/OR REVIEW OFFICER
Adherence to the Code is considered a basic condition of employment with the
organization. The Review Officer will (i) review all personal securities
transactions by Access and Advisory Persons to ensure that no conflict exists
with investment client trades; (ii) monitor compliance with the Code and review
such violations of the Code as may occur; and (iii) report, periodically and
upon request, to the Boards of Directors or Trustees of the various investment
companies for which the Adviser serves as investment adviser. The Review Officer
has the authority to re-designate a classification of an employee based on the
employee's trading activity. The Ethics Committee will determine what action or
sanctions are appropriate in the event of a violation.
Again, we emphasize the importance of obtaining prior clearance of all personal
securities transactions (as described above), filing the quarterly reports
promptly and avoiding other situations which might involve even the appearance
of a conflict of interest. Questions regarding interpretation of this policy or
questions related to specific situations should be directed to the Review
Officer and/or the Ethics Committee.
XIII. SANCTIONS
Upon discovering a violation of this Code, the Adviser may impose such sanctions
as it deems appropriate, including, among other things, a letter of censure,
disgorgement of profits, suspension, or termination of employment of the
violator or any other penalty the Review Officer or Ethics Committee deems to be
appropriate.
XIV. CONFIDENTIALITY
All information obtained from any Access or Advisory Persons under this Code
shall be kept in strict
-18-
<PAGE> 21
confidence, except that reports of transactions will be made available to the
Securities and Exchange Commission or any other regulator or self-regulatory
organization to the extent required by law or regulation.
XV. ADDITIONAL DISCLOSURE
Each investment company shall be required to disclose the following information
in its Statement of Additional Information: (i) that the investment company, its
adviser, and underwriter have adopted this Code; (ii) that the Code permits
employees to invest in securities for their own accounts; and (iii) that the
Code is on public file with, and is available from, the Securities and Exchange
Commission.
Dated: September 1, 2000
