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MARTIN CURRIE INC
CODE OF ETHICS
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CODE OF ETHICS FOR MARTIN CURRIE INC
1. INTRODUCTION
WHO DOES THE CODE APPLY TO?
Under Rule 17j-1(a) of the Investment Company Act investment advisers to
any registered US investment companies are required to have a Code of
Ethics. The codes apply to what are termed "Access Persons". Essentially
this is anyone who in the course of their employment has access to
information concerning the purchase or sale of securities on behalf of, or
anyone who makes recommendations to an investment company. In view of the
low volume of personal dealing and due to the similarity with IMRO's rules
on staff dealing it has been determined that all staff of the Martin
Currie group (including their Related Accounts) other than the non-
executive directors of Martin Currie Limited will be subject to this Code.
2. GENERAL PRINCIPLES
This Code of Ethics ("the Code") is based on the principle that officers,
directors and employees of Martin Currie owe a fiduciary duty to Martin
Currie Inc's clients. Accordingly, you must avoid activities, interests
and relations that might interfere or appear to interfere with making
decisions in the best interests of Martin Currie Inc's clients or
otherwise take unfair advantage of your position. The specific provisions
of the Code must be adhered to as well as the general principles. This
code does not attempt to identify all possible conflicts of interest and
literal compliance with the specific procedures will not shield you from
liability for personal trading or other conduct which violates your
fiduciary duties to Martin Currie Inc's clients. In addition to this code
you are subject to the general requirement not to engage in any practice
that would defraud clients. You are also subject to the IMRO principles,
IMRO's rules on staff dealing and rules on inducements. The requirements
of IMRO are broadly similar to those of the Investment Company Act, but
in the event of there being any conflict the higher standard will
generally prevail. In such circumstances the General Counsel should be
consulted.
At all times you must:
(i) Place the interests of clients first. As a fiduciary, you must
avoid putting your own personal interests ahead of the interests
of Martin Currie Inc's clients. You may not cause a client to take
action, or not to take action, for your personal benefit rather
than the benefit of the client. For example, you would violate
this Code by causing a client to purchase a security you owned for
the purpose of increasing the price of that security. Another
example would be if you invest in a security that may be
appropriate for your clients without first considering that
investment for your clients.
(ii) Avoid taking inappropriate advantage of your position. It is
imperative that you avoid any situation that might compromise, or
call into question the exercise of
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your independent judgement. The receipt of investment
opportunities, perquisites, or gifts of more than de minimis value
from persons seeking business with Martin Currie could call into
question the exercise of your independent judgement. You may not,
for example, use the knowledge of client portfolio transactions to
profit by the market effect of those transactions.
(iii) Conduct all personal securities transactions in full compliance
with this Code. While Martin Currie does not object to personal
investment, you must not take any action which could cause even
the appearance of an unfair or improper action. Accordingly, you
must follow the policies set forth in this Code with respect to
trading on your own or any account which, in your personal
capacity, you have some control/influence over, for example,
children/spouses/relatives accounts ("Related Accounts"). Doubtful
situations should be resolved in favour of clients. Any questions
concerning this Code should be addressed to the General Counsel.
Technical compliance with the Code's procedures will not
automatically insulate from scrutiny any trades that indicate an
abuse of fiduciary duties.
3. PERSONAL SECURITIES TRANSACTIONS
(i) ANNUAL DISCLOSURE OF PERSONAL HOLDINGS
In addition to the trade reporting requirements set out below, you
must disclose on the Personal Securities Holdings Form any
securities you or any related person holds, such disclosure must
be made within 10 days of the commencement of employment, and
annually thereafter as at 31st July. The Form must be returned to
the Compliance Department. The Form does not need to include
details of transactions over which you had no discretion. The Form
must be returned even where you have no securities holdings.
(ii) DEALING BY EMPLOYEES AND ON BEHALF OF RELATED ACCOUNTS
Prior to instructing an order for a securities transaction on
behalf of your own or a Related Account, you must complete, in
writing, a trade authorisation request form and submit the
completed form to the appropriate Authorisation Officer. The
appropriate Authorisation Officer will be the head of the
geographic team in whose geographic area the intended securities
transaction would take place or in their absence the Chief
Investment Officer or the Director of Investment Planning and
Process. Trade authorisation request forms for the head of a
geographic team will be pre-authorised by the Chief Investment
Officer or the Director of Investment Planning and Process.
The Authorisation Officer is responsible for reviewing the
completed trade authorisation request form and they will determine
whether or not to authorise the proposed securities transaction.
No approvals will be granted for employee deals where there is a
pending order for a client or where a transaction is currently
being seriously considered or is likely to be, or has been
executed within 7 days unless is it is determined by the
Authorisation Officer that such transaction in no
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way conflicts with the interests of the Client. This 7 day limit
cannot and is not intended to cover situations which cannot be
predicted, for example, the offering of an unexpected line of
stock which was not being contemplated for purchase prior to that
event. The Authorisation Officer will check that the security is
not on the insider list. The Authorisation Officer will in
considering whether a conflict exists look at the liquidity of the
issue the size of any client deals and the size of any staff
deals. In the case of new issues the Authorisation Officer will
need to ensure that the staff member has not been allocated shares
(in the type of new issues where shares are pre-allocated) on the
basis of their position at Martin Currie and that their acquiring
shares would not reduce the amount of shares available for
clients.
It is unlikely that the firm will be dealing in unquoted
securities for clients but if approval for a transaction in an
unquoted company is sought consideration needs to be given to the
likelihood of that company becoming quoted and if it is likely
that in the future the company may be one that we may invest in on
behalf of clients. If investment staff hold securities in unquoted
securities they are precluded from making any investment decision
on behalf of the clients in these securities. In such
circumstances any decision relating to the securities must be
taken by a disinterested Investment Director or the Chief
Investment Officer. The General Counsel must be notified when such
situations arise.
The authorisation and date and time of the authorisation must be
completed on the trade authorisation request forms. The person
seeking the trade authorisation will take the completed form to
the Private Client Department. No order for a securities
transaction for which authorisation is sought may be placed prior
to the receipt of written authorisation of the transaction showing
the date and time of the authorisation by the relevant
Authorisation Officer. VERBAL APPROVALS ARE NOT PERMITTED. Staff
are expected to execute deals as soon as reasonably practical
following the grant of authorisation.
Trade authorisations are valid until the earlier of (1) the close
of business on the day after the authorisation is granted or (2)
your discovery that the information in the trade authorisation
request form is no longer accurate. If the Authorisation Officer
becomes aware of circumstances which would result in him not
granting approval, he should immediately notify the member of
staff and the Private Client Department who should ensure that the
trade is not carried out. Should the trade have been executed by
the time the Authorisation Officer contacts the Private Client
Department the time at which they were notified should be recorded
on the trade authorisation request form. If the securities
transaction is placed but has not been executed within three
trading days after the authorisation is granted (as, for example,
in the case of a limit order), a new authorisation is unnecessary
unless the person placing the original order for the securities
transaction amends it.
Unless otherwise indicated on the form, all trades will be
instructed by the Private Client Department. They will then pass
the trade authorisation request form and copy contract notes to
the Compliance Department for inclusion in the central Staff
Dealing Register. Where the trade is to be completed by a third
party
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broking firm, it is the responsibility of the employee whose trade
has been authorised to ensure that the trade authorisation forms
and copies of the contract notes are sent to the Compliance
Department. Compliance are responsible for updating the list of
holdings on the Staff Dealings Register and for checking that
trade authorisations have been given for all trades executed by
staff and Related Persons.
(iii) DISCRETIONARY ACCOUNT
Employees are permitted to have discretionary accounts with Martin
Currie or independent investment advisory firms. You are permitted
to have your investments managed on a discretionary basis either
by Martin Currie Private Client Limited or another investment
advisory firm. In such circumstances the Compliance Department
must be notified of the existence of such accounts and a record
will be maintained in the staff dealings records of the existence
of the account and with which firm it is maintained. It is not
necessary to obtain authorisation for transactions in
discretionary accounts. If in terms of the discretionary agreement
or in practice you participate in the investment decision making
for your own or any Related Account then all trades will require
to be authorised in accordance with the procedures of this code.
The Private Clients Department will therefore not execute any
trades for employees' discretionary accounts or their Related
Accounts where the member of staff has had any involvement in
suggesting, recommending or requesting trades unless a completed
Trade Authorisation Form has been received.
(iv) JOINT ACCOUNTS
Investments held jointly with any other person will also be
subject to the authorisation approval requirements.
(v) INVESTMENT CLUBS
Membership of an investment club requires to be approved by the
Compliance Department. It is unlikely that permission to join will
be granted unless all trades are subject to the Company's trade
pre-authorisation requirements.
(vi) TRANSACTIONS EXEMPT FROM TRADE PRE-AUTHORISATION REQUIREMENTS
Certain transactions in an employee or Related Account do not
require approval. These are as follows:-
(a) The purchase of units in any UK authorised unit trust
including any unit trust managed by Martin Currie Unit
Trusts Limited.
(b) Futures or Options contracts on indices.
(c) Government Bonds.
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(d) UK securities issued via open public offer, for which a
general approval has been granted. These would generally
include issues such as Government privatisations.
(e) Corporate action transactions, any acquisition of securities
through stock dividends, dividend reinvestments, stock
splits, mergers consolidations or other similar corporate
reorganisations or distributions generally applicable to all
holders of the same class of securities.
(f) Rights. Any acquisition of securities through the exercise
of rights issued by an issuer pro rota to all holders of a
class of its security to the extent the rights were acquired
in the issue.
(g) Martin Currie Investment Trust Regular Savings, ISA or PEP
Plans. Any transaction in investment trusts' savings ISA or
PEP plans of trusts managed by any Martin Currie Group
company except that no transactions or adjustments to
regular payments may be made during closed periods.
There are certain securities transactions in employee and related
accounts that are prohibited.
(a). Inside information - Securities transactions by any person
while in possession of material non-public information
regarding the securities or the issuer of the security.
(b) Market manipulation transactions intended to raise, lower
or maintain the price of any security or to create a false
appearance of active trading.
(c) Others - Any other securities transactions deemed by the
relevant pre-authorisation officer to involve a conflict of
interest, possible diversion of a corporate opportunity or
the appearance of impropriety. In some cases, trades may be
rejected for a reason that is confidential. The relevant
pre-authorisation officer is not required to give any
explanation for refusing to authorise a securities
transaction.
Review and availability of information provided. All information
supplied in connection with employee or Related Account
transactions will be subject to review by the General Counsel and
the Compliance Department and may form part of compliance reports.
All information supplied will be available for inspection by the
Securities & Exchange Commission, IMRO or any other
self-regulatory organisation of which Martin Currie or any of its
group companies is a member and any state securities commissions.
3. FIDUCIARY DUTIES
(a) CONFIDENTIALITY
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You may not reveal any information relating to the
investment intentions, activities or portfolios of clients
or securities that are being considered for purchase or
sale except to those persons who need to know that
information in order to carry out their duty or provide
advice in relation thereto.
(b) GIFTS
Extraordinary or extravagant gifts are not permissible and
must be declined or returned. Gifts of a de minimus value
and customary business lunches, dinners, entertainment etc
at which both you and the giver are present and promotional
items (e.g. pens, mugs, umbrellas etc) may be accepted.
If you are in any doubt as to whether or not you may accept
a gift you should consult the General Counsel. All gifts
must be recorded in the gifts book which is held in the
Compliance department. Under no circumstances should you
solicit gifts or entertainment. It is permitted to provide
reasonable entertainment to persons associated with
securities or financial organisations or clients provided
that both you and the recipient are present.
(c) UNDUE INFLUENCE
You may not cause or attempt to cause any advisory client
to purchase, sell or hold any security for the purpose of
creating any personal benefit for your, or a Related
Account.
If you or a Related Account stand to benefit materially
from an investment decision for an advisory client that you
are recommending or participating in, you must disclose
that interest to the General Counsel. Disclosure should be
made prior to the investment being made and should be
documented.
(d) SERVICE AS DIRECTOR ON BOARDS OUTSIDE THE GROUP
Investment Staff are prohibited from acting as a director
on the boards of publicly traded companies absent a prior
authorisation from the General Counsel. Such exemption will
only be granted if it is determined that the service would
not be inconsistent with the interests of Martin Currie
Inc's clients.
APRIL 1ST 2000
