CODE OF ETHICS
This Code of Ethics ("Code") is adopted by Neuberger Berman Management Inc. ("NB
Management") and Neuberger Berman, LLC (NB") with respect to NB Management's
services as the sub-adviser of one or more registered investment companies or
series thereof ("Fund") for which neither NB Management nor any of its
affiliates is investment manager, investment adviser, administrator or
distributor.
This Code is adopted pursuant to Rule 17j-1 promulgated by the Securities and
Exchange Commission (the "Rule") under the Investment Company Act of 1940.
Statement of General Principles
This Code of Ethics is adopted in recognition of the general fiduciary
principles that govern personal investment activities of all individuals
employed by or associated with NB Management and NB.
It is the duty at all times to place the interests of Fund shareholders
first. Priority must be given to Fund trades over personal securities
trades.
All personal securities transactions must be conducted consistent with
this Code of Ethics and in such a manner as to avoid any actual or
potential conflict of interest or any abuse of an individual's position
of trust and responsibility.
Individuals should not take advantage of their positions.
TABLE OF CONTENTS
1. General Prohibitions ........................................... 4
2. Definitions .................................................... 5
Access Person .................................................. 5
Advisory Person ................................................ 5
Beneficial Interest ............................................ 5
Blind Trust .................................................... 6
Day ............................................................ 6
Immediate Family ............................................... 6
Investment Company ............................................. 6
Investment Personnel ........................................... 6
Legal and Compliance Department ................................ 6
Portfolio Manager .............................................. 6
Related Issuer ................................................. 6
Security ....................................................... 7
Trading Desk ................................................... 7
3. Required Compliance Procedures ............................ 8
3.1 All Securities Transactions through Neuberger & Berman 8
3.2 Preclearance of Securities Transactions by Access Persons 8
3.3 Post-Trade Monitoring of Precleared Transactions 9
3.4 Disclosure of Personal Holdings ......................... 10
3.5 Certification of Compliance with Code of Ethics .... 10
4. Restrictions and Disclosure Requirements ................. 11
4.1 Initial Public Offerings ................................... 11
4.2 Private Placements ......................................... 11
4.3 Related Issuers ............................................ 11
4.4 Blackout Periods ........................................... 12
4.5 Same Day Price Switch ...................................... 13
4.6 Short-Term Trading Profits ................................. 15
4.7 Gifts ...................................................... 16
4.8 Service as Director of Publicly Traded Companies .. 16
5. Procedures with Regard to Dissemination of Information 17
6. Reporting by Access Persons ................................... 18
6.1 General Requirement ........................................ 18
6.2 Contents ................................................... 18
7. Code of Ethics Implementation .................................. 19
8. Reports to Directors of Funds .......................... 20
9. Other Matters .................................................. 21
9.1 Forms ...................................................... 21
9.2 Exceptions ................................................. 21
1. General Prohibitions
No individual associated with NB Management or NB in connection with the
purchase or sale, directly or indirectly, by such person of a security held or
to be acquired by a Fund, shall:
Employ any device, scheme or artifice to defraud such Fund;
Make to such Fund any untrue statement of a material fact or omit to
state to such Fund a material fact necessary in order to make the
statements made, in light of the circumstances under which they are
made, not misleading;
Engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon any such Fund;
Engage in any manipulative practice with respect to such Fund;
Engage in any transaction in a security while in possession of material
nonpublic information regarding the security or the issuer of the
security; or
Engage in any transaction intended to raise, lower, or maintain the
price of any security or to create a false appearance of active
trading.
2. Definitions
The following words have the following meanings, regardless of whether such
terms are capitalized or not in this Code:
Access Person - any principal or employee of NB who is an Advisory
Person and all Trustees, directors, officers, or Advisory Persons of NB
Management. The determination as to whether an individual is an Access Person
shall be made by the Legal and Compliance Department.
Advisory Person - any employee of NB Management (or of any company in a
control relationship to NB or NB Management) or any employee or principal of NB
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 the Fund, or whose functions relate to the making of any
recommendations with respect to such purchases or sales.
Beneficial Interest - a person has a Beneficial Interest in an account
in which he or she may profit or share in the profit from transactions. Without
limiting the foregoing, a person has a Beneficial Interest when the securities
in the account are held:
(i) in his or her name;
(ii) in the name of any of his or her Immediate Family;
(iii)in his or her name as trustee for himself or herself or for his
or her Immediate Family;
(iv) in a trust in which he or she has a Beneficial Interest or is the
settlor with a power to revoke;
(v) by another person and he or she has a contract or an
understanding with such person that the securities held in that
person's name are for his or her benefit;
(vi) in the form of a right to acquisition of such security through
the exercise of warrants, options, rights, or conversion rights;
(vii) by a partnership of which he or she is a member;
(viii) by a corporation which he or she uses as a personal trading
medium;
(ix) by a holding company which he or she controls; or
(x) any other relationship in which a person would have beneficial
ownership under Section 16 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, except that the
determination of direct or indirect Beneficial Interest shall
apply to all securities which an Access Person has or
acquires.
Any person who wishes to disclaim a Beneficial Interest in any securities must
submit a written request to the Legal and Compliance Department explaining the
reasons therefor. Any disclaimers granted by the Legal and Compliance Department
must be made in writing. Without limiting the foregoing, if a disclaimer is
granted to any person with respect to shares held by a member or members of his
or her Immediate Family, the provisions of this Code of Ethics applicable to
such person shall not apply to any member or members of his or her Immediate
Family for which such disclaimer was granted, except with respect to
requirements specifically applicable to members of a person's Immediate Family.
Blind Trust - a trust in which an Access Person or employee has
Beneficial Interest or is the settlor with a power to revoke, with respect to
which the Legal and Compliance Department has determined that such Access Person
or employee has no direct or indirect influence or control over the selection or
disposition of securities and no knowledge of transactions therein, provided,
however, that direct or indirect influence or control of such trust is held by a
person or entity not associated with NB or any affiliate of NB and not a
relative of such Access Person or employee
Legal and Compliance Department - NB Legal and Compliance Department
-------------------------------
Day - a calendar day
---
Immediate Family - any of the following relatives sharing the same
household with an individual: child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, sister-in-law, including adoptive relationships
Investment Company - each registered investment company and series
thereof for which NB Management is the investment manager, investment adviser,
sub-adviser, administrator or distributor, or for which NB is the investment
adviser or sub-adviser.
Investment Personnel - Portfolio Managers, and Access Persons who, in
connection with their regular functions or duties, provide information and
advice to a Portfolio Manager or who help execute a Portfolio Manager's
decisions. Each member of this category is individually referred to as an
Investment Person. The determination as to whether an individual is an
Investment Person shall be made by the Legal and Compliance Department.
Portfolio Manager - an Access Person who has or shares principal
day-to-day responsibility for managing the portfolio of any Fund. The
determination as to whether an individual is a Portfolio Manager shall be made
by the Legal and Compliance Department.
Related Issuer - an issuer with respect to which an Investment Person or
his or her Immediate Family: (i) has a business relationship with such issuer or
any promoter, underwriter, officer, director, or employee of such issuer; or
(ii) is related to any officer, director or employee of such issuer.
Security - any option, stock or option thereon, instrument, bond,
debenture, pre-organization certificate, investment contract, any other interest
commonly known as a security, and any security or instrument related to, but not
necessarily the same as, those held or to be acquired by a Fund; provided,
however, that the following shall not be considered a "security": securities
issued by the United States Government, bankers' acceptances, bank certificates
of deposit, commercial paper, shares of registered open-end investment
companies, commodities, futures, and options on futures.
Trading Desk - NB Trading Desk
3. Required Compliance Procedures
3.1 All Securities Transactions through NB.
(a) Every Access Person, and every employee of NB Management or NB and
principal of NB is required to execute through Neuberger & Berman ("NB") all
transactions in securities held in his or her own name or in which he or she has
a Beneficial Interest. Every Portfolio Manager is also required to provide the
Legal and Compliance Department with duplicate copies of confirmations of all
transactions in securities held in the name of members of his or her Immediate
Family or in which such members have a Beneficial Interest.
(b) Exceptions will only be granted upon a showing of extenuating
circumstances. Any individual seeking an exception to this policy must submit a
written request to the Legal and Compliance Department explaining the reasons
therefor. Any exceptions granted must be made in writing.
(c) Any individual granted an exception is required to direct his or her
broker, adviser or trustee, as the case may be, to supply to the Legal and
Compliance Department, on a timely basis, duplicate copies of confirmations of
all personal securities transactions and copies of periodic statements for all
securities accounts in his or her own name or in which he or she has a
Beneficial Interest.
(d) Individuals are not required to execute through NB transactions in
which they are establishing a dividend reinvestment plan directly through an
issuer. However, individuals must obtain written approval from the Legal and
Compliance Department prior to establishing any such plan and supply to the
Legal and Compliance Department, on a timely basis, duplicate copies of all
confirmations relating to the plan.
3.2 Preclearance of Securities Transactions by Access Persons.
(a) Every Access Person must obtain prior approval from the Trading Desk
before executing any transaction in securities held in his or her own name or in
which he or she has a Beneficial Interest. Before executing any such
transaction, the Trading Desk shall determine that:
(i) No Investment Company has a pending "buy" or "sell" order in that
security;
(ii) The security does not appear on any "restricted" list of NB; and
(iii) Such transaction is not short selling or option trading that is
economically opposite any pending transaction for any Investment
Company.
(b) The following securities are exempt from preclearance
requirements:
(i) Securities transactions effected in blind trusts
(ii) The acquisition of securities through stock dividends, dividend
reinvestments, stock splits, reverse stock splits, mergers,
consolidations, spin-offs, or other similar corporate
reorganizations or distributions generally applicable to all
holders of the same class of securities
(iii) The acquisition of securities through the exercise of rights
issued by an issuer pro rata to all holders of a class of
securities, to the extent the rights were acquired in the issue,
and sales of such rights so acquired
(iv) Repurchase agreements
(v) Options on the Standard & Poor's "500" Composite Stock Price
Index
(vi) Other securities that may from time to time be so designated in
writing by the Code of Ethics Board
(c) Obtaining preclearance approval does not constitute a waiver of
any prohibitions, restrictions, or disclosure requirements in
this Code of Ethics.
3.3 Post-Trade Monitoring of Precleared Transactions.
After the Trading Desk has granted preclearance to an Access Person with
respect to any personal securities transaction, the investment activity of such
Access Person shall be monitored by the Legal and Compliance Department to
ascertain that such activity conforms to the preclearance so granted and the
provisions of this Code.
3.4 Disclosure of Personal Holdings.
All Access Persons are required to disclose all holdings in securities
held in their own names or in which they have a Beneficial Interest to the Legal
and Compliance Department upon commencement of employment and thereafter on an
annual basis.
3.5 Certification of Compliance With Code of Ethics.
All Access Persons are required to certify annually in writing that they
have:
(a) read and understand the Code of Ethics and recognize that they
are subject thereto;
(b) complied with the requirements of the Code of Ethics;
(c) disclosed or reported all personal securities transactions
required to be disclosed or reported pursuant to the requirements
of the Code; and
(d) with respect to any blind trusts in which such person has a
Beneficial Interest, that such person has no direct or indirect
influence or control and no knowledge of any transactions
therein.
4. Restrictions and Disclosure Requirements
4.1 Initial Public Offerings.
All Investment Personnel are prohibited from acquiring a Beneficial
Interest in any securities in an initial public offering, in order to preclude
any possibility of their profiting improperly from their positions on behalf of
a Fund. No member of an Immediate Family of an Investment Person may acquire a
Beneficial Interest in an initial public offering without the prior written
consent of the Legal and Compliance Department.
4.2 Private Placements.
(a) No Investment Person or member of his or her Immediate Family may
acquire a Beneficial Interest in any securities in private placements without
prior written approval by the Legal and Compliance Department.
(b) Prior approval shall take into account, among other factors, whether
the investment opportunity should be reserved for a Fund and its shareholders
and whether the opportunity is being offered to an individual by virtue of his
or her position or relationship to the Fund.
(c) An Investment Person who has (or a member of whose Immediate Family
has) acquired a Beneficial Interest in securities in a private placement is
required to disclose that investment to the Portfolio Manager when such
Investment Person plays a part in any subsequent consideration of an investment
in the issuer for any Fund; provided, however, that if any such Investment
Person is the Portfolio Manager, such Investment Person shall make such
disclosure to the Legal and Compliance Department. In any such circumstances,
the decision to purchase securities of the issuer for a Fund is subject to an
independent review by Investment Personnel with no personal interest in the
issuer. Such independent review shall be made in writing and furnished to the
Legal and Compliance Department.
4.3 Related Issuers.
Investment Personnel are required to disclose to the Portfolio Manager
when they play a part in any consideration of an investment by a Fund in a
Related Issuer; provided, however, that if any such Investment Person is the
Portfolio Manager, such Investment Person shall make such disclosure to the
Legal and Compliance Department. In any such circumstances, the decision to
purchase securities of the Related Issuer for a Fund is subject to an
independent review by Investment Personnel with no personal interest in the
Related Issuer. Such independent review shall be made in writing and furnished
to the Legal and Compliance Department.
4.4 Blackout Periods.
(a) No Access Person may execute a securities transaction in securities
held in his or her own name or in which he or she has a Beneficial Interest on a
day during which any Investment Company has a pending "buy" or "sell" order in
that same security until that order is executed or withdrawn.
(b) No Portfolio Manager or member of his or her Immediate Family may
buy or sell a security held in his or her own name or in which he or she has a
Beneficial Interest within seven (7) Days before or after a Fund that such
Portfolio Manager manages trades in that security, provided, however, that this
prohibition shall not apply to:
(i) Securities transactions effected in blind trusts
(ii) Securities transactions that are non-volitional on the part of
either the Access Person or the Fund
(iii)The acquisition of securities through stock dividends, dividend
reinvestments, stock splits, reverse stock splits, mergers,
consolidations, spin-offs, or other similar corporate
reorganizations or distributions generally applicable to all
holders of the same class of securities
(iv) The acquisition of securities through the exercise of rights
issued by an issuer pro rata to all holders of a class of
securities, to the extent the rights were acquired in the issue,
and sales of such rights so acquired
(v) Repurchase agreements
(vi) Options on the Standard & Poor's "500" Composite Stock Price
Index
(vii)Other securities that may from time to time be so designated in
writing by the Code of Ethics Board
(c) Any securities position established in violation of Section 4.4(b)
shall be closed out as soon as possible consistent with applicable law. Any
profits on trades within the proscribed periods shall be disgorged to the Fund.
(d) The foregoing blackout periods should not operate to the detriment
of any Investment Company. Without limiting the scope or meaning of this
statement, the following procedure is to be implemented under extraordinary
situations:
(i) If a Portfolio Manager of a Fund or member of his or her
Immediate Family has executed a transaction in a security and
within seven (7) Days thereafter such security is considered for
purchase or sale by such Fund, such Portfolio Manager shall
submit a written memorandum to the Legal and Compliance
Department prior to the entering of the purchase or sale order
for the Fund. Such memorandum shall describe the circumstances
underlying the consideration of such transaction for the Fund.
(ii) Based on such memorandum and other factors it deems relevant
under the specific circumstances, the Legal and Compliance
Department shall have authority to determine that the prior
transaction by the Portfolio Manager or member of his or her
Immediate Family shall not be considered a violation of the
provisions of paragraph (b) of this section.
(iii) The Legal and Compliance Department shall make a written record
of any determination made under paragraph (d)(ii) of this
section, including the reasons therefor. The Legal and Compliance
Department shall maintain records of any such memoranda and
determinations.
4.5 Same Day Price Switch.
(a) If any employee of NB Management, or any employee or principal of NB
purchases a security (other than a fixed income security) held, or by reason of
such transaction held, in his or her own name or in which he or she has a
Beneficial Interest and subsequent thereto a Fund purchases the same security
during the same day, then, to the extent that the price paid per share by the
Fund for such purchase is less favorable than the price paid per share by such
principal or employee, the Fund shall have the benefit of the more favorable
price per share.
(b) If any such principal or employee sells a security (other than a
fixed income security) held in his or her own name or in which he or she has a
Beneficial Interest and subsequent thereto a Fund sells the same security during
the same day, then, to the extent that the price per share received by the Fund
for such sale is less favorable than the price per share received by the
principal or employee, the Fund shall have the benefit of the more favorable
price per share.
(c) An amount of money necessary to effectuate the price adjustment
shall be transferred from the account of the principal or employee subject to
the price adjustment policies, to the Fund's account. The price adjustment shall
be limited to the number of shares purchased or sold by the principal or
employee or the number of shares purchased or sold by the Fund, whichever is
smaller.
(d) Notwithstanding the foregoing, price switching shall not apply to:
(i) Securities transactions effected in blind trusts
(ii) Securities transactions that are non-volitional on the part of
either the Access Person or the Fund
(iii)The acquisition of securities through stock dividends, dividend
reinvestments, stock splits, reverse stock splits, mergers,
consolidations, spin-offs, or other similar corporate
reorganizations or distributions generally applicable to all
holders of the same class of securities
(iv) The acquisition of securities through the exercise of rights
issued by an issuer pro rata to all holders of a class of
securities, to the extent the rights were acquired in the issue,
and sales of such rights so acquired
(v) Repurchase agreements
(vi) Options on the Standard & Poor's "500" Composite Stock Price
Index
(vii)Transactions in which the adjustment resulting from the price
switch is less than Five Hundred Dollars ($ 500.00)
(viii) Transactions arising through arbitrage, market making
activities or hedged options trading
(ix) Transactions in the NB ERISA Profit Sharing and Retirement Plan
(x) Transactions involving odd lots
(xi) Other securities that may from time to time be so designated in
writing by the Code of Ethics Board
4.6 Short-Term Trading Profits.
(a) No Investment Person may profit in the purchase and sale, or sale
and purchase, of the same (or equivalent) securities held in his or her own name
or in which he or she has a Beneficial Interest within sixty (60) Days,
provided, however, that this prohibition shall not apply to:
(i) Any security that was neither held, purchased, nor sold by any
Investment Company during such sixty (60) Day period
(ii) Securities transactions effected in blind trusts
(iii)Securities transactions that are non-volitional on the part of
either the Access Person or the Fund
(iv) The acquisition of securities through stock dividends, dividend
reinvestments, stock splits, reverse stock splits, mergers,
consolidations, spin-offs, or other similar corporate
reorganizations or distributions generally applicable to all
holders of the same class of securities
(v) The acquisition of securities through the exercise of rights
issued by an issuer pro rata to all holders of a class of
securities, to the extent the rights were acquired in the issue,
and sales of such rights so acquired
(vi) Repurchase agreements
(vii)Options on the Standard & Poor's "500" Composite Stock Price
Index
(viii) Other securities that may from time to time be so designated in
writing by the Code of Ethics Board
(b) Any profits on trades within the proscribed periods shall be
disgorged to a charity to be determined by the Legal and Compliance Department.
(c) In determining the applicability of this section, determinations
shall be made based upon a last-in, first-out ("LIFO") calculation; provided,
however, that such determinations shall be solely for purposes of this Code of
Ethics and shall not have any applicability for tax or other purposes.
4.7 Gifts.
All Access Persons and employees are prohibited from giving or receiving
any gift or other thing of more than One Hundred Dollars ($ 100) in value to or
from any person or entity that does business with or on behalf of the Fund in
any one year.
4.8 Service as Director of Publicly Traded Companies.
Investment Personnel are prohibited from serving on the Boards of
Directors of publicly traded companies.
5. Procedures with Regard to Dissemination of Information
Access Persons and principals and employees of NB Management or NB are
prohibited from revealing information relating to current or anticipated
investment intentions, portfolio transactions or activities of a Fund except (a)
to persons whose responsibilities require knowledge of the information or (b) to
the investment adviser, administrator, custodian or Board of Directors of such
Fund.
6. Reporting by Access Persons
6.1 General Requirement.
Every Access Person shall report, or cause to be reported to the Legal
and Compliance Department the information described in Section 6.3 with respect
to transactions in any security in which such Access Person has, or by reason of
such transaction acquires, any direct or indirect Beneficial Interest; provided,
however, that no report is required with respect to transactions where such
report would duplicate information recorded by NB or NB Management pursuant to
Rules 204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of 1940.
For purposes of the foregoing (b), the Legal and Compliance Department maintains
(i) electronic records of all securities transactions effected through NB, and
(ii) copies of any duplicate confirmations that have been provided to the Legal
and Compliance Department under this Code of Ethics with respect to securities
transactions that, pursuant to exceptions granted by the Legal and Compliance
Department, have not been effected through NB; accordingly, no report is
required with respect to such transactions.
6.2 Contents.
Every report shall be made not later than 10 days after the end of the
calendar quarter in which the transaction to which the report relates was
effected, and shall contain the following information:
(i) The date of the transaction, the title and the number of shares,
and the principal amount of each security involved;
(ii) The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(iii) The price at which the transaction was effected; and
(iv) The name of the broker, dealer or bank with or through whom the
transaction was effected.
Unless otherwise stated, no report shall be construed as an admission by the
person making such report that he or she has any direct or indirect Beneficial
Interest in the security to which the report relates.
7. Code of Ethics Implementation
A monthly report shall be provided to the Director of Compliance of NB
Management certifying that except as specifically disclosed, the Legal and
Compliance Department knows of no violation of this Code.
NB Management and NB shall have authority to impose sanctions for
violations of this Code. The Legal and Compliance Department shall make
recommendations regarding sanctions to be imposed on Access Persons who violate
this Code. Such recommendations may include a letter of censure, suspension or
termination of the employment of the violator, forfeiture of profits, forfeiture
of personal trading privileges, forfeiture of gifts, or any other penalty the
Legal and Compliance Department deems to be appropriate. All such
recommendations shall be submitted to NB Management and NB.
8. Reports to Board of Directors of Fund.
NB Management shall prepare reports to the Boards of Directors of the Fund that:
(i) summarizes existing procedures concerning personal investing and
any changes in the procedures made during the past year;
(ii) identifies any violations requiring significant remedial action;
or
(iii)provides such other information as shall be requested by the
Board of Directors.
Such reports shall be prepared with such frequency as shall be requested by the
Board of Directors of the Fund.
9. Other Matters
9.1 Forms.
The Legal and Compliance Department is authorized, with the advice of
counsel, to prepare written forms for use in implementing this Code. Such forms
shall be attached as an Appendix to this Code and shall be disseminated to all
individuals subject to the Code.
9.2 Exceptions.
Exceptions to the requirements of this Code shall rarely, if ever, be
granted. However, the Legal and Compliance Department shall have authority to
grant exceptions on a case-by-case basis. Any exceptions granted must be in
writing and reported to the Director of Compliance of NB Management.
Revised January 1999
