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I.
Covered Officers/Purpose of the Code
The Code of Ethics (this "Code") of the Investment Company Complex
for the investment companies within the complex (collectively, the "Funds"
and each, a "Fund") applies to the Principal Executive Officer and Principal
Financial Officer of each Fund (the "Covered Officers" each of whom are set
forth in Exhibit A) for the purpose of promoting:
- honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships;
- full, fair, accurate,
timely and understandable disclosure in reports and documents that a Fund
files with, or submits to, the Securities and Exchange Commission
("SEC") and in other public communications made by the Fund;
- compliance with applicable
laws and governmental rules and regulations;
- the prompt internal
reporting of violations of the Code to an appropriate person or persons
identified in the Code; and
- accountability for
adherence to the Code.
Each Covered
Officer should adhere to a high standard of business ethics and should be
sensitive to situations that may give rise to actual as well as apparent
conflicts of interest.
II.
Covered Officers Should Handle Ethically
Actual and Apparent Conflicts of Interest
Overview.
A "conflict of interest" occurs when a Covered Officer's private interest
interferes with the interests of, or his/her service to, the Fund. For example,
a conflict of interest would arise if a Covered Officer, or a member of his
family, receives improper personal benefits as a result of his/her position with
the Fund.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment Company Act")
and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For
example, Covered Officers may not individually engage in certain transactions
(such as the purchase or sale of securities or other property) with the Fund
because of their status as "affiliated persons" of the Fund. The Fund's
and the investment adviser's compliance programs and procedures are designed
to prevent, or identify and correct, violations of these provisions. This Code
does not, and is not intended to, repeat or replace these programs and
procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Fund and the investment adviser of which the Covered Officers are
also officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Fund or for the adviser, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the adviser and the
Fund. The participation of the Covered Officers in such activities is inherent
in the contractual relationship between the Fund and the adviser and is
consistent with the performance by the Covered Officers of their duties as
officers of the Fund. Thus, if performed in conformity with the provisions of
the Investment Company Act and the Investment Advisers Act, such activities will
be deemed to have been handled ethically. In addition, it is recognized by the
Funds' Board of Directors ("Boards") that the Covered Officers may also be
officers or employees of one or more other investment companies covered by this
or other codes.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act. The following list provides examples of
conflicts of interest under the Code, but Covered Officers should keep in mind
that these examples are not exhaustive. The overarching principle is that
personal interest of a Covered Officer should not be placed improperly before
the interest of the Fund.
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Each Covered Officer must:
- not use his/her personal
influence or personal relationships improperly to influence investment
decisions or financial reporting by the Fund whereby the Covered Officer
would benefit personally to the detriment of the Fund;
- not cause the Fund to take
action, or fail to take action, for the individual personal benefit of the
Covered Officer rather than the benefit of the Fund;
- not use material
non-public knowledge of portfolio transactions made or contemplated for the
Fund to trade personally or cause others to trade personally in
contemplation of the market effect of such transactions;
- report at least annually,
affiliations or other relationships related to potential conflicts of
interest set forth in the Fund's Directors and Officers Questionnaire.
There
are some conflict of interest situations that should always be subject to
advance
approval by the Chief Compliance Officer if material. Examples of these
include:
- service as a director on
the board of any public or private company;
- the receipt of any nominal
or non-nominal gifts in excess of $100;
- the receipt of any
entertainment from any company with which the Fund has current or
prospective business dealings unless such entertainment is business-related,
reasonable in cost, appropriate as to time and place, and not so frequent as
to raise any question of impropriety;
- any ownership interest in,
or any consulting or employment relationship with, any of the Fund's
service providers, other than their investment adviser, principal
underwriter, administrator or any affiliated person thereof;
- a direct or indirect
financial interest in commissions, transaction charges or spreads paid by
the Fund for effecting portfolio transactions or for selling or redeeming
shares other than an interest arising from the Covered Officer's
employment, such as compensation or equity ownership.
III. Disclosure and Compliance
- Each Covered Officer
should familiarize himself/herself with the disclosure requirements
generally applicable to the Fund;
- each Covered Officer
should not knowingly misrepresent, or cause others to misrepresent, facts
about the Fund to others, whether within or outside the Fund, including to
the Fund's directors and auditors, and to governmental regulators and
self-regulatory organizations;
- each Covered Officer
should, to the extent appropriate within his/her area of responsibility,
consult with other officers and employees of the Funds and the advisers with
the goal of promoting full, fair, accurate, timely and understandable
disclosure in the reports and documents the Funds file with, or submit to,
the SEC and in other public communications made by the Funds; and
- it is the responsibility
of each covered Officer to promote compliance with standards and
restrictions imposed by applicable laws, rules and regulations.
IV. Reporting
and Accountability
Each Covered Officer must:
- upon adoption of the Code
(or thereafter as applicable, upon becoming a Covered Officer), affirm to
the Board that he/she has received, read, and understands the Code;
- annually thereafter affirm
to the Board that he/she has complied with the requirements of the Code;
- not retaliate against any
other Covered Officer or any employee of the Funds or their affiliated
persons for reports of potential violations that are made in good faith; and
- notify the Chief
Compliance Officer promptly if he/she knows of any violation of this Code.
Failure to do so is itself a violation of this Code
The
Chief Compliance Officer is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. However, any approvals or
waivers sought by a Covered Officer will be considered by the Board of Directors
("Board").
The
Funds will follow these procedures in investigating and enforcing this Code:
·
the Chief Compliance Officer will take all
appropriate action to investigate any potential violation reports to him/her.
·
if, after such investigation, the Chief
Compliance Officer believes that no violation has occurred, the Chief Compliance
Officer is not required to take any further action;
·
any matter that the Chief
Compliance Officer believes is a violation will be reported to the Board;
·
if the Board concurs that a
violation has occurred, it will consider appropriate action, which
may include review of, and appropriate modifications to, applicable policies and
procedures; notification to appropriate
personnel of the investment adviser or its board; or a recommendation to dismiss
the Covered Officer;
V. Other
Policies and Procedures
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, the Funds' adviser, principal
underwriter, or other service providers govern or purport to govern the behavior
or activities of the Covered Officers who are subject to this Code, they are
superceded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The Funds', their investment adviser's and
principal underwriter's codes of ethics under Rule 17 j-1 under the Investment
Company Act are separate requirements applying to the Covered Officers and
others, and are not part of this Code.
VI. Amendments
Any
material changes to this Code must be approved by the Board of Directors,
including a majority of independent directors, of each Fund, no later than six
months after adoption of such material change.
Before approving any such amendment to this Code, the Board of Directors
of each Fund must receive a certification from the Funds that it has adopted
procedures reasonably necessary to prevent Covered Officers from violating the
Code.
VII. Confidentiality
All reports and records prepared or
maintained pursuant to this Code will be considered confidential and shall be
maintained and protected accordingly. Except as otherwise required by law or
this Code, such matters shall not be disclosed to anyone other than the
appropriate Board.
VIII. Internal Use
The Code is intended solely for the
internal use by the Funds and does not constitute an admission, by or on behalf
of any Fund, as to any fact, circumstance, or legal conclusion.
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