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12/99
VALUE LINE, INC.
VALUE LINE DISTRIBUTION CENTER, INC.
VALUE LINE PUBLISHING, INC.
VALUE LINE SECURITIES, INC.
COMPUPOWER CORPORATION
VALUE LINE FUNDS
CODE OF ETHICS REGARDING
SECURITIES TRANSACTIONS
AND INSIDER TRADING POLICY
This organization is one of the most complex in the investment advisory
business. The diversity of its activities, including the publication of The
Value Line Investment Survey and other services, and the management of mutual
funds and asset management accounts, raises special problems regarding areas in
which conflicts of interest may arise between the overall organization and its
directors, officers and employees and shareholders on the one hand, and
subscribers to the services, shareholders of the funds, and asset management
clients, on the other.
Ethics and law place a heavy burden on an investment adviser and its
officers, directors and employees. They are, together, in a position of trust in
which the highest standards of integrity at all times must be maintained. It is
the duty of management to take all steps to ensure that the private financial or
other transactions of all employees are conducted so as not to conflict with the
interest of subscribers, shareholders and clients with whom the organization is
in a relationship of trust. The interests of such subscribers and investors are
specially protected by the Securities and Exchange Commission and other
governmental authorities and the consequences of the discovery of an improper
transaction by an employee are most serious for both the employee and the
employer.
It is the duty of management to protect both Value Line and its
officers, directors and employees by establishing procedures to be followed by
all personnel in their private transactions. Much thought has been given to
working out solutions that are practical and realistic. The rules and procedures
that have been established are similar to those that have been adopted by a
number of other firms in the securities business.
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This Code of Ethics Regarding Securities Transactions and Insider Trading Policy
is applicable to all officers, directors and employees of Value Line, Inc. and
its subsidiaries ("Value Line") and of the Value Line Funds.
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1. CONFIDENTIALITY; INSIDER TRADING RULES APPLICABLE TO OFFICERS,
DIRECTORS AND EMPLOYEES
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Management wishes to emphasize, in the strongest possible manner, the
paramount necessity for exercising the greatest discretion in divulging
confidential information. Depending on their functions in the organization,
officers, directors and employees have access to, or may become aware of,
confidential information to a greater or lesser degree. It is not possible to
give an exhaustive list of what material is confidential, and common sense must
be applied to the circumstances, but the following matters must ALWAYS be
treated as strictly confidential:
(a) the name of a Stock Highlight prior to the time when
subscribers to a Value Line Service have had a reasonable time
to act on a recommendation;
(b) the name of a Special Situation after selection for
publication in a Value Line Service and prior to the time when
subscribers to that Service have had a reasonable time to act
on the recommendation;
(c) any information regarding, or connected with, buying and
selling operations conducted, or proposed to be conducted, in
respect of the security portfolios of any of the Value Line
Funds or of any asset management client;
(d) any information privately tendered to any person in the Value
Line organization that, if or when publicly known, would be
likely to affect the price of a security.
All officers, directors and employees must not use, reveal or discuss
any confidential information with any person outside Value Line unless they are
specifically authorized to do so for a particular business reason; and officers,
directors and employees must not disclose confidential information to any other
member of the organization unless it is clearly necessary for such person to be
informed. Any information relating to Value Line, Inc., its subsidiaries or the
Value Line Funds prior to its release to the public must be considered to be
confidential information.
OFFICERS, DIRECTORS AND EMPLOYEES MUST NOT BUY, SELL, TIP, RECOMMEND OR
SUGGEST THAT ANYONE ELSE BUY, SELL OR RETAIN, THE SECURITIES OF ANY COMPANY
(INCLUDING VALUE LINE, INC.) WHILE IN POSSESSION OF INSIDE INFORMATION REGARDING
SUCH COMPANY. THIS PROHIBITION ON INSIDER TRADING APPLIES NOT ONLY TO PERSONAL
TRANSACTIONS, BUT ALSO BARS TRADING FOR CLIENT ACCOUNTS OR FOR FAMILY MEMBERS OR
FRIENDS WHEN IN POSSESSION OF INSIDE INFORMATION. IN SHORT, "INSIDE INFORMATION"
MEANS NON-PUBLIC INFORMATION (INFORMATION WHICH IS NOT AVAILABLE TO INVESTORS
GENERALLY) THAT A REASONABLE INVESTOR WOULD CONSIDER TO BE IMPORTANT IN DECIDING
WHETHER TO BUY, SELL, OR RETAIN A SECURITY.
THE UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INSIDE INFORMATION IS
ALWAYS WRONG AND MAY HAVE THE MOST SERIOUS CONSEQUENCES. ANY BREACH OF THIS RULE
WILL BE REGARDED
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AS A SERIOUS CONTRAVENTION OF COMPANY REGULATIONS.
2. TRADING AND OTHER RULES APPLICABLE TO OFFICERS AND EMPLOYEES
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(a) Employees, including officers, are:
(1) forbidden to act as investment advisers, to operate
any security account management service, or to give
any investment advice to any person for profit or
benefit, whether direct or indirect, without the
express prior written authorization of the Chief
Executive Officer or President of Value Line, Inc.
(2) forbidden to trade against the interest of
subscribers to any of the Value Line Services, asset
management clients, or any Value Line Funds, for
their own account or benefit, whether direct or
indirect, or for the account or benefit, whether
direct or indirect, of any other person.
(3) forbidden to recommend any securities transaction to
any Value Line Fund or asset management account
without having disclosed in writing his interest, if
any, in the securities or the issuer thereof to the
Company's Compliance Officer or Legal Counsel.
(4) forbidden from serving on the Board of Directors of
any publicly traded company without the express prior
written authorization of the Chief Executive Officer
or President of Value Line, Inc.
(5) forbidden from purchasing or selling any security
until 7 calendar days AFTER all transactions for a
Value Line Fund or asset management account have been
completed for that security. A portfolio manager may
not purchase or sell a security for his or her own
account within 7 calendar days BEFORE or AFTER all
transactions for a Value Line Fund or asset
management account have been completed for that
security if he acts as a portfolio manager for that
Fund or account or is a member of the portfolio
management team for that Fund or account.
(6) forbidden from PURCHASING or SELLING any security
that has been selected or is about to be recommended
as a special recommendation or stock highlight by any
of the Value Line Services or if its rank is being
upgraded by one of the Services until at least 1
business day after publication of the Service.
(7) forbidden from SELLING any security if its rank is
being downgraded or if a Value Line Service is
recommending that it be sold until at least 1
business day after publication.
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("Publication" refers to the date of publication
appearing on a Service or the date of such
publication's release to the public, whichever is
appropriate.)
(8) prohibited from participating in initial public
offerings. Purchases of new issues are allowed only
in the secondary markets.
(9) prohibited from acquiring securities in a private
placement without the express prior written
authorization of the Chief Executive Officer or
President of Value Line, Inc.
(10) expected to seek to avoid day-trades and should be
prepared to hold securities for at least 60 calendar
days in order to avoid any conflict of interest.
(11) prohibited without the express prior written
authorization of the Chief Executive Officer or
President of Value Line, Inc., from accepting any
offer made by any person whereby the officer or that
person would be enabled to purchase or sell any
security at a price, or under other conditions, more
favorable than those obtainable at the time by the
general public.
(12) prohibited from receiving any gift other than of a
minor value from any person that does business with
Value Line, any of its subsidiaries or any of the
Value Line Funds.
IN ADDITION, AS SET FORTH IN SECTION 3, WITH RARE
EXCEPTIONS, ALL TRANSACTIONS MUST BE CLEARED IN
ADVANCE BY THE TRADING DEPARTMENT.
3. PRE-CLEARANCE OF TRADES APPLICABLE TO OFFICERS AND EMPLOYEES
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NO OFFICER OR EMPLOYEE MAY ENGAGE IN ANY TRANSACTION IN ANY SECURITY
WITHOUT ADVANCE NOTIFICATION TO AND CLEARANCE BY THE TRADING DEPARTMENT, EXCEPT
AS SET FORTH BELOW. IF CLEARANCE IS DENIED, THIS FACT SHOULD BE CONSIDERED AS
CONFIDENTIAL INFORMATION AND MUST NOT BE DISCLOSED. In addition, the acquisition
of securities in a private placement or the purchase or sale of any security at
a price more favorable than that which is ascertainable at the time by the
general public also requires the express written authorization of the Chief
Executive Officer or President of Value Line, Inc.
The fullest assistance will always be given to any employee who is in
doubt as to whether a particular transaction would CONTRAVENE EITHER THE GENERAL
PROHIBITIONS SET OUT IN SECTION 1 OR ANY OF THE SPECIFIC RULES SET FORTH IN
SECTION 2. Employees and officers are
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urged in any case where they have the slightest doubt as to the propriety of a
transaction, to refer it to the Company's Compliance Officer or Legal Counsel.
Provided the standards of Sections 1 and 2 are met, the following
transactions are exempted from the pre-clearance requirement:
(a) transactions effected in any account in which the employee has
no direct or indirect influence or control or beneficial
interest;
(b) transactions in securities that are direct obligations of the
United States;
(c) purchases of shares in automatic dividend reinvestment
programs;
(d) transactions in the shares of any registered open-end
investment company (mutual fund);
(e) transactions in banker's acceptances, bank certificates of
deposit, commercial paper and high quality short-term debt
instruments, including repurchase agreements.
4. REPORTING OBLIGATIONS APPLICABLE TO OFFICERS, DIRECTORS AND EMPLOYEES
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THE SECURITIES AND EXCHANGE COMMISSION REQUIRES VALUE LINE, INC. AND
OTHER INVESTMENT ADVISERS TO OBTAIN FROM OFFICERS, DIRECTORS AND EMPLOYEES, AND
TO MAINTAIN RECORDS OF, PARTICULARS OF THEIR SECURITIES TRANSACTIONS AND OF
OTHER TRANSACTIONS IN SECURITIES IN WHICH THEY MAY BE CONSIDERED TO HAVE A
BENEFICIAL INTEREST.
(a) OFFICERS AND EMPLOYEES
IN ORDER TO COMPLY WITH THE REPORTING REQUIREMENTS, OFFICERS AND
EMPLOYEES MUST (i) INSTRUCT THE BROKER DEALER OR BANK WITH OR THROUGH WHOM A
SECURITY TRANSACTION IS EFFECTED IN WHICH SUCH PERSON HAS, OR BY REASON OF SUCH
TRANSACTION, ACQUIRES ANY DIRECT OR INDIRECT BENEFICIAL OWNERSHIP OF A SECURITY
TO FURNISH DUPLICATE COPIES OF TRANSACTION CONFIRMATIONS AND STATEMENTS OF
ACCOUNT AT THE SAME TIME THAT SUCH STATEMENTS ARE SENT TO THE OFFICER OR
EMPLOYEE AND (ii) REPORT BY MAY 30 OF EACH CALENDAR YEAR TO THE COMPLIANCE
DEPARTMENT THAT SUCH PERSON HAS EITHER FORWARDED ALL BROKERAGE STATEMENTS WITH
RESPECT TO TRANSACTIONS OR HAD NO TRANSACTIONS DURING THE PREVIOUS HALF-YEAR.
(i) The foregoing requirements relate to all securities
transactions (purchases, sales, or other acquisitions
or dispositions) effected by or on behalf of the
officer, employee, his/her spouse, minor child, other
household members, accounts subject to the officer's
or employee's discretion and control and other
accounts in which the employee has a beneficial
interest.
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(ii) Every such transaction is to be reported, whether or
not it is effected directly or indirectly. Examples
of transactions in securities that indirectly benefit
a person mentioned in subparagraph (i) above include
transactions that entitle such person to any of the
rights or benefits of ownership even though he or she
is not the owner of record. In addition to the family
situations mentioned above, beneficial ownership may
also occur where such person acquires or disposes of
securities in the capacity of trustee, executor,
pledgee, agent or in any similar capacity, or where
any such person has a beneficial interest in the
securities under a trust, will, partnership or other
arrangement, or through a closely held corporation.
(b) DIRECTORS
(1) DIRECTORS OTHER THAN OUTSIDE FUND DIRECTORS. All Directors
other than outside Value Line Fund directors, must either comply with Section
4(a) as if it applied to such directors or file a report with the Compliance
Department within 10 days of the end of any calendar quarter covering every
transaction in which the director had, or by reason of the transaction,
acquired, any direct or indirect beneficial ownership of a security which
contains the following information: (a) the date of the transaction, title and
number of shares or interest rate, maturity and principal amount of each
security involved; (b) the nature of the transaction (i.e., a purchase, sale,
gift); (c) the price; (d) the name of the broker, dealer or bank through whom
the transaction was effected; and (e) the date the report is submitted to the
Compliance Department.
(2) OUTSIDE FUND DIRECTORS. The Securities and Exchange
Commission requires that any Director of the Value Line Funds (who is not an
interested person of a Fund or otherwise an officer, director or employee of
Value Line) must file a report with the Compliance Department within 10 days of
the end of any calendar quarter if such director knew, or "in the ordinary
course of fulfilling his or her official duties as a Fund director, should have
known," that during the 15 days BEFORE or AFTER the date of a transaction by the
director, the security is or was purchased or sold by a Value Line Fund, or was
being considered by a Value Line Fund or Value Line, Inc. for purchase or sale.
Ordinarily, reports would need to be filed only if an outside director actually
knows of a Fund transaction since, generally, outside directors would not be
expected to be in a position in which they "should have known" of a Fund
transaction.
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(c) ACCESS PERSONS*
(1) INITIAL REPORTING REQUIREMENTS. No later than 10 days
after a person becomes an Access Person, such person must file a report with the
Compliance Department which contains the following information: (a) the title
and number of shares or principal amount of each security in which such person
has any direct or indirect beneficial ownership; (b) the name of the broker,
dealer or bank with whom such person maintains an account in which the
securities are held; and (c) the date the report is submitted to the Compliance
Department.
(2) ANNUAL REPORTING REQUIREMENTS. No later than May 30 of
each calendar year, each Access Person must file a report with the Compliance
Department which contains the following information: (a) the title and number of
shares or principal amount of security in which such person has any direct or
indirect beneficial ownership; (b) the name of the broker, dealer or bank with
whom such person maintains an account in which the securities are held; and (c)
the date the report is submitted to the Compliance Department.
* * *
The provisions of this Policy Statement must be strictly observed.
Violations of this policy will be grounds for appropriate disciplinary action,
including, in the case of officers and employees, dismissal. Pre-clearance and
reporting of personal securities transactions do not relieve anyone from
responsibility for compliance with the proscriptions against insider trading and
tipping described in Section 1.
The Legal and Compliance Departments shall be responsible for the
interpretation and enforcement of this Policy Statement and Code of Ethics.
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* You are an Access Person if you are a director, officer or employee of
a Value Line Fund or of Value Line (or of any company in a control
relationship to Value Line) who, in connection with your regular
functions or duties, makes, participates in, or obtains information
regarding the purchase or sale of securities by the Fund, or whose
functions relate to the making of any recommendation to the Fund with
respect to the purchase or sale of securities. If you are in doubt as
to your status, you should check with the Legal Department.
