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Exhibit No. 15(n)
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 your independent judgement. The
receipt of investment opportunities, perquisites, or gifts of more
than de minimis value from persons seeking business
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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 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
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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
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.
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(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.
(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.
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(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
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,
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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
