EXHIBIT EX99(P)(14)
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POLICIES AND GE Asset Legal Operation Number
PROCEDURES g Management 10.4J
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Code of Ethics: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AND Issued by: Executive Vice President, General Counsel & Secretary
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SECURITIES TRANSACTIONS Effective Date: June 1, 2000
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I. I. NEED FOR POLICY
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GE Asset Management (GEAM) is committed to ensuring compliance with all laws and
General Electric Company (GE or the Company) Policy 20.13, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and
Stock Tipping. In addition, as a registered investment adviser, GEAM and its
employees have additional ethical and legal obligations which must be fulfilled
in order to maintain the confidence and trust of our clients and to protect the
assets entrusted to us.
The purpose of this Policy is to state the Company's requirement that all
employees comply fully with the laws prohibiting ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and tipping,
and to set forth additional requirements and guidelines relating to employee's
personal securities transactions. This Policy is designed to avoid even the
appearance of impropriety, but is not, however, intended to set legal standards
or to result in the imposition of criminal liability, or civil liability to
third parties, that would not otherwise exist in the absence of the Policy.
II. II. PENALTIES FOR VIOLATION
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Disciplinary action, up to and including discharge, may be taken against
employees who violate this Policy. Violation of the laws prohibiting ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ and tipping could both damage ▇▇▇▇'s reputation and subject the Company,
as a "controlling person" under applicable securities laws, to significant civil
liability and fines. Additionally, employees violating the laws could face
individual criminal penalties.
III. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, TIPPING AND CONFIDENTIAL INFORMATION
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It is the policy of GEAM that employees:
. Must not buy, sell or recommend or suggest that anyone else buy, sell, or
retain, the securities of any company (including GE) while in possession of
inside information regarding such company. This prohibition on ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ applies not only to your personal transactions, but also bars
trading for client accounts when in possession of insider information.
. Must not disclose inside information to anyone, inside or outside GEAM
(including family members), except to those who have a need to know such
information in order for GEAM to carry on its business properly and
effectively. Also, any permitted disclosure may only be made under
circumstances which make it reasonable to believe that the information will
not be misused or improperly disclosed by the recipient.
. Must use GEAM's confidential information solely for legitimate Company
purposes and must not improperly disclose such information.
. Must use and protect all confidential information received from others
strictly in accordance with the terms of the express or implied agreement
or understanding under which the
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Code of Ethics: Issued by: Executive Vice President, General Counsel & Secretary
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SECURITIES TRANSACTIONS Effective Date: June 1, 2000 Number 10.4
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information was received and with at least the same degree of care that
would be applied to comparable GEAM confidential information.
. If an employee believes that they have come into possession of inside
information, it is recommended that they promptly discuss this information
with ▇▇▇▇'s General Counsel or another member of the GEAM Legal Operation.
It will be the responsibility of the Legal Operation to safeguard the
confidentiality of this information and determine any appropriate action,
such as restricting trading in effected securities, which needs to be
taken.
III. IV. REQUIREMENTS FOR EMPLOYEES' SECURITIES TRANSACTIONS
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GEAM employees are permitted to invest for their own account, provided that such
investment activity must always comply with applicable laws and regulations, and
must be carried out in a manner consistent with GEAM's policy. In addition,
personal securities transactions must avoid even the appearance of conflict of
interest. The procedures and guidelines which follow set forth reporting
obligations and additional rules of conduct which must be adhered to by GEAM's
employees working in GEAM's office facilities and any other persons who may be
determined by the management of GEAM to have potential access to current
portfolio trading information (i.e., knowledge of a purchase or sale of a
security within 15 days following its occurrence and/or knowledge of an intent
to make a purchase or sale of a security within 15 days prior to its
occurrence).
Pre-clearance and reporting of personal securities transactions and other rules
under this policy do not relieve employees from responsibility for compliance
with the proscriptions against ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and tipping set forth above.
All requirements of this policy pertain to each employee's transactions AND
transactions of associated accounts ( Section IV (B) ).
IV. (A) REPORTING REQUIREMENTS AND USE OF CENTRALIZED BROKER All employees
(or other persons subject to this Policy), within 10 days of becoming
employees (or otherwise subject to this Policy), must provide the
Compliance Department with a report or statement of (i) all holdings
(including title of security, number of shares and principal amount) in
which they had any direct or indirect beneficial ownership when they
became employees (or otherwise subject to this Policy), and (ii) the
names of any broker, dealer or bank with whom they maintained an
account in which any securities were held for their direct or indirect
benefit as of the date they became employees (or otherwise subject to
this Policy).
2. All employees are required to use one of the centralized brokers
designated by GEAM. This requirement also applies to Associated
Accounts. An employee may request an exemption from this rule from the
Compliance Department if special circumstances exist. All employees
must authorize the centralized broker to provide duplicate
confirmations and monthly statements to the Compliance Officer.
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Code of Ethics: Issued by: Executive Vice President, General Counsel & Secretary
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SECURITIES TRANSACTIONS Effective Date: June 1, 2000 Number 10.4
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3. Duplicate confirmations and monthly statements are required for exempt
accounts, which are to be mailed directly to the Compliance Officer by
the broker.
4. Duplicate confirmations and monthly statements are required for all
other investment accounts not held with the centralized broker,
including dividend reinvestment plans (DRIP's), and "blind" managed
accounts.
5. Unaffiliated open-end mutual funds shares are exempt from pre-clearance
and reporting.
(B) TRADING AND PRE-CLEARANCE REQUIREMENTS
(Summary Guidelines and Checklist A attached)
1. All employees must receive pre-clearance from the GEAM Trading Room
prior to engaging in a transaction involving any publicly traded equity
security (or any options or futures relating to such a security).
Pre-clearance must be obtained by receiving an approval log number and
may be obtained by e-mail. If clearance is not given, the employee must
NOT proceed with the transaction. The fact that clearance is denied
should be considered confidential information and must not be
disclosed.
2. All GEAM Employees are prohibited from investing in non-public
securities without the prior approval of the EVP of Private Equities.
Private Equities employees must receive pre-clearance from the EVP of
Private Equities prior to engaging in any transaction in a publicly
traded security in GEAM's Private Equities Portfolio or a security
being considered as an addition to the Private Equities Portfolio, in
addition to pre-clearance with the Trading Room.
3. Transactions in fixed income securities must be cleared by an
appropriate department portfolio manager (i.e. Taxable, Tax-Exempt)
prior to engaging in a transaction. A pre-clearance log number may be
obtained in person or by calling the department. If clearance is not
given, the employee must NOT proceed with the transaction. The fact
that clearance is denied should be considered confidential information
and must not be disclosed.
4. Employees must provide the ticker, security name, and type of order
(market, limit, buy/sell) to the Trading Room and Clearing Managers.
Clearance will not be granted if there is a pending buy or sell order
for a managed account.
5. Transactions not effected the day clearance is granted must be re-
cleared. Clearance expires at 9:00 AM the next business day after
clearance is granted.
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Code of Ethics: Issued by: Executive Vice President, General Counsel & Secretary
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SECURITIES TRANSACTIONS Effective Date: June 1, 2000 Number 10.4
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6. All transactions for the employee, his/her spouse, minor child, other
household members, accounts subject to your discretion and control
(e.g. custodial and trust accounts), other accounts in which you have a
beneficial interest and ability to influence transactions (e.g. joint
accounts, co-trustee accounts, partnerships, investment clubs,
associated accounts) must be pre-cleared in accordance with this
policy.
7. Employees are prohibited from participation in initial public offerings
(IPO's). Any purchases of new issues are allowed only in the secondary
markets.
8. Any employee directly participating in the decision or recommendation
to buy, sell, or retain a particular security must disclose to the
appropriate Executive Vice President any direct or indirect personal
ownership of the security or any affiliation (including any
directorships) with the issuer which is the subject of the decision or
recommendation.
9. No analyst or portfolio manager may buy or sell a security for his/her
own account within 7 calendar days before or after all transactions for
his/her assigned accounts have been completed for that security. The
client's interests must always take precedence even if it requires the
employee to delay taking action and suffer financial loss.
10. Portfolio managers are required to notify their managers in advance of
any personal transactions in excess of $25,000 in any registered
investment company or investment trust over which they have
discretionary trading authority. Mangers will maintain a written record
of such notification.
11. Orders placed with the Trading Room should be treated with the highest
degree of confidentially. Such orders should not be discussed with
anyone until they have been filled.
12. All information received by an employee as a result of the employee's
employment with ▇▇▇▇ is received in trust for ▇▇▇▇'s clients. Subject
to the restriction on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and tipping, and any requirements
to keep such information confidential, it is the obligation of the
employee to make such information known to other analysts and portfolio
managers whose accounts might be interested in such information and not
to misappropriate such information for the employee's own financial
benefit.
13. Particular attention should be paid to transactions in thinly traded
issues where even small transactions for an employee's account might
affect the market. A similar concern attaches to trading in derivative
securities (options, futures, convertible bonds, etc.) where only a
small movement in a security's price may be significant due to
leverage.
14. In order to avoid the appearance of opportunistic trading in front of
transactions for GEAM accounts, employees should seek to avoid
day-trades and should be prepared to hold investments for a significant
interval. Employees shall not profit from the purchase and sale of the
same (or equivalent) securities within 60 calendar days.
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Code of Ethics: Issued by: Executive Vice President, General Counsel & Secretary
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SECURITIES TRANSACTIONS Effective Date: June 1, 2000 Number 10.4
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15. No employee may solicit or accept any offer made by any person if as a
result the employee would be able to purchase or sell any security at a
price or under conditions more favorable than those offered to GEAM's
clients.
16. Employees are prohibited from selling any security short, except that
short sales may be made "against the box" (the individual already owns
the stock) for tax or hedging purposes with the approval of the
appropriate Executive Vice President.
17. Although GEAM employees may conduct trading for their own account
within the limits of the Policy, trading during working hours should be
limited. Extensive trading that my affect on the job performance may be
considered a violation of this policy and GEAM reserves the right to
restrict trading in such circumstances. In addition, GEAM reserves the
right to prohibit employees from trading in certain securities or
markets.
V. (C) TRANSACTIONS EXEMPT FROM PRE-CLEARANCE
The following transactions are not subject to the pre-clearance procedures:
. All open-end mutual fund shares
. Direct obligations of the U.S. Government
. GE Interest Plus, CDs and Commercial Paper
. Dividend Re-Investment Programs
. "Blind" Managed Accounts
. GE S&S Program Transactions [401 (k) Plan]:
Contributions: Payroll deductions
Changes in contribution percentages
Changes in investment vehicle direction or percentages
Investment vehicle switches (transfers)
All Loan Activity
All Withdrawals
VI. V. RESPONSIBILITY
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1. The provisions of this Policy must be strictly observed by all
employees. An employee's actions with respect to matters governed by
this Policy are significant indications of the individual's judgement,
ethics, and competence.
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Code of Ethics: Issued by: Executive Vice President, General Counsel & Secretary
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SECURITIES TRANSACTIONS Effective Date: June 1, 2000 Number 10.4
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2. Any actions in violation of this Policy will constitute an important
element in the evaluation of the employee for retention, assignment,
and promotion.
3. Violations of this Policy will be grounds for appropriate disciplinary
action. Disciplinary action may include disgorging of profits,
liquidation of holdings, suspension of trading privileges, and
discharge.
4. All Managers are required to take appropriate measures to ensure that
their employees understand and comply with this Policy. Managers shall
maintain educational programs, with the assistance of the Legal and
Compliance Operations, to familiarize employees with laws and
regulations governing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or tipping, and the terms of the
Policy statement.
5. All employees shall acknowledge in writing, when first assigned to GEAM
and annually thereafter, their commitment to comply with this Policy.
6. The Legal Operation and Operational Risk and Compliance shall be
responsible for the interpretation and enforcement of this Policy.
Employees with questions concerning whether conduct is consistent with
the mandates of this Policy shall consult the Legal Operation prior to
engaging in such conduct. Employees who believe any other employee is
engaged in conduct prohibited by this Policy, or that any other person
or firm representing GEAM is engaged in such conduct, will promptly
report such information to the appropriate level of management and the
Legal Operation. The Legal Operation in consultation with Operational
Risk and Compliance will promptly investigate the matter and take
timely and appropriate action.
7. Upon request, employees shall submit copies of brokerage account
statements, confirmations, and other related materials with respect to
their personal and associated accounts to be used to audit compliance
with these reporting and clearance procedures and with the
proscriptions against ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and tipping set forth above.
VII. VI. DEFINITIONS
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For purposes of this Policy:
. "Inside Information" means non-public information (i.e. 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 (e.g., stock; bond; option) including, for example, nonpublic
information relating to a pending merger, acquisition, disposition, joint
venture, contract award or termination, major lawsuit or claim, earnings
announcement or change in dividend policy, significant product development,
or the gain or loss of a significant customer or supplier. Any non-public
information may be inside information regardless or whether it is developed
internally or obtained from others (e.g., the issuer, current or
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Code of Ethics: Issued by: Executive Vice President, General Counsel & Secretary
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SECURITIES TRANSACTIONS Effective Date: June 1, 2000 Number 10.4
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prospective customers, suppliers or business partners) and whether it
relates to GE or any other company or entity. Information is still
considered non-public until the market has had a reasonable time after
public announcement to assimilate and react to the information.
. "Confidential Information" means any non-public information concerning
▇▇▇▇'s activities or developed by GEAM or received by GEAM under an express
or implied agreement or understanding that the information will be treated
in confidence or used only for a limited purpose, regardless of whether or
not it would be considered to be important by investors. Examples of
confidential information include stocks recommended for purchase or sale
for client accounts, details of financial transactions, and identity and
terms of customer accounts.
. "Associated Account" - The provisions of this Policy apply to transactions
in any personal account or "associated account". "Associated account" means
securities and futures accounts of the employee's (i) spouse, (ii) minor
children, (iii) other household members (iv) any other accounts subject to
an employee's discretion or control (e.g. custodial and trust accounts,
etc.), and (v) any other accounts in which the employee has a beneficial
interest and a substantial ability to influence transactions (e.g. joint
accounts, co-trustee accounts, partnerships, investment clubs).
VII. OMBUDSPERSON
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To report possible violations of laws, regulations, or Company policies, you may
also write to the General Electric Corporate Ombudsperson at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or call ▇-▇▇▇-▇▇▇-▇▇▇▇.
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Code of Ethics: Issued by: Executive Vice President, General Counsel & Secretary
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SECURITIES TRANSACTIONS Effective Date: June 1, 2000 Number 10.4
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GE ASSET MANAGEMENT
Personal Trading Guidelines
Who Needs to Comply:
. All GEAM employees and household members for all accounts they have
discretion over (their own account and accounts they control for others)
What is Covered by Policy:
. All Stock, ▇▇▇▇, & Derivatives Transactions (excluding direct obligations
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of the U.S. Gov't)
. GE Stock including options (other than GE Savings & Security)
What is not Covered by Policy 10.4:
. Any Mutual Funds (except portfolio manager transactions in the funds they
manage)
. GE Savings & Security (i.e., switching, withdrawal & loans)
. Accounts in your name managed by others, in which you have no investment
discretion ("Blind" managed accounts)
Requirements:
. Report all holdings and accounts within 10 days of employment
. Do not trade on "inside" information
. Pre-clear all transactions
. Use Centralized Brokers
. No IPO's
. Hold securities for 60 days
Special Requirement for:
Portfolio Manager (including analysts)
. Do not trade in same security within 7 days of personal & business
portfolio
. Discuss and document personal transactions over $25,000 with your manager
prior to executing in the mutual funds you manage
Private Equities Employees
. Additional pre-clearance required by EVP-Private Equities (▇▇▇ ▇▇▇▇▇)
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This is meant as a summary only.
Please refer to the complete policy 10.4 for further explanation of the Policy.
Any Questions call
▇▇▇▇ ▇▇▇▇▇▇▇ (x-2080) or ▇▇▇▇ ▇▇▇▇▇ (x-2313)
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Code of Ethics: Issued by: Executive Vice President, General Counsel & Secretary
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SECURITIES TRANSACTIONS Effective Date: June 1, 2000 Number 10.4
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Personal Trading Checklist
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Equity Trades Taxable Bond Trades
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. Call or e-mail the equity trading room (203 . Call ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (203-326-2387) to
-326-2420) and ask for pre-clearance. If they request pre-clearance. If Bob is not
do not grant pre-clearance, proceed no further. available call ▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇).
If pre-clearance is not granted, proceed no
. If pre-clearance is granted a log number further.
will be issued. . If pre-clearance is granted a log number
will be issued.
. Execute the trade.
. Execute the trade.
. Hold the security for a minimum of 60 days.
. Hold the security for a minimum of 60 days.
. Do not trade the security in your GEAM
portfolio within 7 days of your personal . Do not trade the security in your GEAM
trade.* portfolio within 7 days of your personal trade.*
Private Equities Personnel
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. Call ▇▇▇ ▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇) to request pre-clearance. If Don is not
available call ▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇). If pre-clearance is not
granted, proceed no further.
. If pre-clearance is granted a log number will be issued.
. Call or e-mail the trading room for an equity trade.
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Code of Ethics: Issued by: Executive Vice President, General Counsel & Secretary
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SECURITIES TRANSACTIONS Effective Date: June 1, 2000 Number 10.4
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Mutual Funds, GE Savings & Security and "Blind" managed accounts do
not require preclearance
* Consult department head if changed circumstances make trade for
GEAM portfolio appropriate in less than 7 days.
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Acknowledgement
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After carefully reading each of the following statements, please place your
initials in the space provided to the left of each and sign below as evidence of
your understanding and acknowledgement of the Key Asset Management Code of
Ethics and its requirements.
______I have read and understand the Investment Adviser Code of Ethics
Concerning Personal Securities Transactions (the "Code") as well as the
procedural requirements thereunder as described in the document titled
"Important: Code of Ethics Procedures Effective July 1st, 2000. I certify that I
have complied with the Code and its procedural requirements and will continue to
do so.
______I acknowledge my responsibility to contact my supervisor or a member of
the Compliance Department regarding any portion of the Code or its related
procedures that I do not completely understand.
______I understand that my association with Key Asset Management requires the
Firm to monitor my personal securities activities including transactions in
accounts where I maintain a beneficial ownership.
______I understand that I am solely responsible for complying with the Code and
its requirements. I specifically acknowledge that failure on behalf of KAM
personnel to detect any violation of the Code is not a tacit approval or
ratification of the violation on behalf of the Firm.
______I understand that any violation of the Code may lead to sanctions, up to
and including, monetary assessments and or dismissal from the Firm and its
parent company, KeyCorp.
__________________________________ _______________________
Signature Date
__________________________________
Print Name