Wellington Management Company, LLP
Wellington Trust Company, NA
Wellington Management International, LLP
Wellington International Management Company
Pte Ltd.
Code of Ethics
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SUMMARY
Wellington Management Company, llp and its affiliates have a fiduciary duty to
investment company and investment counseling clients which requires each
employee to act solely for the benefit of clients. Also, each employee has a
duty to act in the best interest of the firm. In addition to the various laws
and regulations covering the firm's activities, it is clearly in the firm's best
interest as a professional investment advisory organization to avoid potential
conflicts of interest or even the appearance of such conflicts with respect to
the conduct of the firm's employees. Wellington Management's personal trading
and conduct must recognize that the firm's clients always come first, that the
firm must avoid any actual or potential abuse of our positions of trust and
responsibility, and that the firm must never take inappropriate advantage of its
positions. While it is not possible to anticipate all instances of potential
conflict, the standard is clear.
In light of the firm's professional and legal responsibilities, we believe it is
appropriate to restate and periodically distribute the firm's Code of Ethics to
all employees. It is Wellington Management's aim to be as flexible as possible
in its internal procedures, while simultaneously protecting the organization and
its clients from the damage that could arise from a situation involving a real
or apparent conflict of interest. While it is not possible to specifically
define and prescribe rules regarding all possible cases in which conflicts might
arise, this Code of Ethics is designed to set forth the policy regarding
employee conduct in those situations in which conflicts are most likely to
develop. If an employee has any doubt as to the propriety of any activity, he or
she should consult the President or Regulatory Affairs Department.
The Code reflects the requirements of United States law, Rule 17j-1 of the
Investment Company Act of 1940, as amended on October 29, 1999, as well as the
recommendations issued by an industry study group in 1994, which were strongly
supported by the SEC. The term "Employee" includes all employees and Partners.
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POLICY ON PERSONAL
SECURITIES TRANSACTIONS
Essentially, this policy requires that all personal securities transactions
(including acquisitions or dispositions other than through a purchase or sale)
by all Employees must be cleared prior to execution. The only exceptions to this
policy of prior clearance are noted below.
DEFINITION OF "PERSONAL SECURITIES
TRANSACTIONS"
The following transactions by Employees are considered "personal" under
applicable SEC rules and therefore subject to this statement of policy:
1. Transactions for an Employee's own account, including XXX's.
2 Transactions for an account in which an Employee has indirect beneficial
ownership, unless the Employee has no direct or indirect influence or control
over the account. Accounts involving family (including husband, wife, minor
children or other dependent relatives), or accounts in which an Employee has a
beneficial interest (such as a trust of which the Employee is an income or
principal beneficiary) are included within the meaning of "indirect beneficial
interest".
If an Employee has a substantial measure of influence or control over an
account, but neither the Employee nor the Employee's family has any direct or
indirect beneficial interest (e.g., a trust for which the Employee is a trustee
but not a direct or indirect beneficiary), the rules relating to personal
securities transactions are not considered to be directly applicable. Therefore,
prior clearance and subsequent reporting of such transactions are not required.
In all transactions involving such an account an Employee should, however,
conform to the spirit of these rules and avoid any activity which might appear
to conflict with the investment company or counseling clients or with respect to
the Employee's position within Wellington Management. In this regard, please
note "Other Conflicts of Interest", found later in this Code of Ethics, which
does apply to such situations.
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PRECLEARANCE
REQUIRED
EXCEPT AS SPECIFICALLY EXEMPTED IN THIS SECTION, ALL EMPLOYEES MUST CLEAR
PERSONAL SECURITIES TRANSACTIONS PRIOR TO EXECUTION. This includes bonds, stocks
(including closed end funds), convertibles, preferreds, options on securities,
warrants, rights, etc., for domestic and foreign securities, whether publicly
traded or privately placed. The only exceptions to this requirement are
automatic dividend reinvestment and stock purchase plan acquisitions,
broad-based stock index and US government securities futures and options on such
futures, transactions in open-end mutual funds, US Government securities,
commercial paper, or non-volitional transactions. Non-volitional transactions
include gifts to an Employee over which the Employee has no control of the
timing or transactions which result from corporate action applicable to all
similar security holders (such as splits, tender offers, mergers, stock
dividends, etc.). Please note, however, that most of these transactions must be
reported even though they do not have to be precleared. See the following
section on reporting obligations. Clearance for transactions must be obtained by
contacting the Director of Global Equity Trading or those personnel designated
by him for this purpose. Requests for clearance and approval for transactions
may be communicated orally or via email. The Trading Department will maintain a
log of all requests for approval as coded confidential records of the firm.
Private placements (including both securities and partnership interests) are
subject to special clearance by the Director of Regulatory Affairs, Director of
Enterprise Risk Management or the General Counsel, and the clearance will remain
in effect for a reasonable period thereafter, not to exceed 90 days.
CLEARANCE FOR PERSONAL SECURITIES TRANSACTIONS FOR PUBLICLY TRADED SECURITIES
WILL BE IN EFFECT FOR ONE TRADING DAY ONLY. THIS "ONE TRADING DAY" POLICY IS
INTERPRETED AS FOLLOWS:
IF CLEARANCE IS GRANTED AT A TIME WHEN THE PRINCIPAL MARKET IN WHICH THE
SECURITY TRADES IS OPEN, CLEARANCE IS EFFECTIVE FOR THE REMAINDER OF THAT
TRADING DAY UNTIL THE OPENING OF THAT MARKET ON THE FOLLOWING DAY.
IF CLEARANCE IS GRANTED AT A TIME WHEN THE PRINCIPAL MARKET IN WHICH THE
SECURITY TRADES IS CLOSED, CLEARANCE IS EFFECTIVE FOR THE NEXT TRADING DAY UNTIL
THE OPENING OF THAT MARKET ON THE FOLLOWING DAY.
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FILING OF REPORTS
Records of personal securities transactions by Employees will be maintained. All
Employees are subject to the following reporting requirements:
1. Duplicate Brokerage Confirmations
All Employees must require their securities brokers to send duplicate
confirmations of their securities transactions to the Regulatory Affairs
Department. Brokerage firms are accustomed to providing this service. Please
contact Regulatory Affairs to obtain a form letter to request this service. Each
employee must return to the Regulatory Affairs Department a completed form for
each brokerage account that is used for personal securities transactions of the
Employee. Employees should NOT send the completed forms to their brokers
directly.
The form must be completed and returned to the Regulatory Affairs Department
prior to any transactions being placed with the broker. The Regulatory Affairs
Department will process the request in order to assure delivery of the confirms
directly to the Department and to preserve the confidentiality of this
information. When possible, the transaction confirmation filing requirement will
be satisfied by electronic filings from securities depositories.
2. Filing of Quarterly Report of all "Personal Securities Transactions"
SEC rules require that a quarterly record of all personal securities
transactions be submitted by each person subject to the Code's requirements and
that this record be available for inspection. To comply with these rules, every
Employee must file a quarterly personal securities transaction report within 10
calendar days after the end of each calendar quarter. Reports are filed
electronically utilizing the firm's proprietary Personal Securities Transaction
Reporting System (PSTRS) accessible to all Employees via the Wellington
Management Intranet.
At the end of each calendar quarter, Employees will be notified of the filing
requirement. Employees are responsible for submitting the quarterly report
within the deadline established in the notice.
Transactions during the quarter indicated on brokerage confirmations or
electronic filings are displayed on the Employee's reporting screen and must be
affirmed if they are accurate. Holdings not acquired through a broker submitting
confirmations must be entered manually. All Employees are required to submit a
quarterly report, even if there were no reportable transactions during the
quarter.
Employees must also provide information on any new brokerage account established
during the quarter including the name of the broker, dealer or bank and the date
the account was established.
IMPORTANT NOTE: The quarterly report must include the required information for
all "personal securities transactions" as defined above, except transactions in
open-end mutual funds, money market securities, US Government securities, and
futures and options on futures on US government securities. Non-volitional
transactions and those resulting from corporate actions must also be reported
even though preclearance is not required and the nature of the transaction must
be clearly specified in the report.
3. Certification of Compliance
As part of the quarterly reporting process on PSTRS, Employees are required to
confirm their compliance with the provisions of this Code of Ethics.
4. Filing of Personal Holding Report
Annually, all Employees must file a schedule indicating their personal
securities holdings as of December 31 of each year by the following January 30.
SEC Rules require that this report include the title, number of shares and
principal amount of each security held in an Employee's personal account, and
the name of any broker, dealer or bank with whom the Employee maintains an
account. "Securities" for purposes of this report are those which must be
reported as indicated in the prior paragraph. Newly hired Employees are required
to file a holding report within ten (10) days of joining the firm. Employees may
indicate securities held in a brokerage account by attaching an account
statement, but are not required to do so, since these statements contain
additional information not required by the holding report.
5. Review of Reports
All reports filed in accordance with this section will be maintained and kept
confidential by the Regulatory Affairs Department. Reports will be reviewed by
the Director of Regulatory Affairs or personnel designated by her for this
purpose.
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RESTRICTIONS ON
"PERSONAL SECURITIES
TRANSACTIONS"
While all personal securities transactions must be cleared prior to execution,
the following guidelines indicate which transactions will be prohibited,
discouraged, or subject to nearly automatic clearance. The clearance of personal
securities transactions may also depend upon other circumstances, including the
timing of the proposed transaction relative to transactions by our investment
counseling or investment company clients; the nature of the securities and the
parties involved in the transaction; and the percentage of securities involved
in the transaction relative to ownership by clients. The word "clients" refers
collectively to investment company clients and counseling clients. Employees are
expected to be particularly sensitive to meeting the spirit as well as the
letter of these restrictions.
Please note that these restrictions apply in the case of debt securities to the
specific issue and in the case of common stock, not only to the common stock,
but to any equity-related security of the same issuer including preferred stock,
options, warrants, and convertible bonds. Also, a gift or transfer from you (an
Employee) to a third party shall be subject to these restrictions, unless the
donee or transferee represents that he or she has no present intention of
selling the donated security.
1. No Employee may engage in personal transactions involving any securities
which are:
being bought or sold on behalf of clients until one trading day after such
buying or selling is completed or canceled. In addition, no Portfolio Manager
may engage in a personal transaction involving any security for 7 days prior to,
and 7 days following, a transaction in the same security for a client account
managed by that Portfolio Manager without a special exemption. See "Exemptive
Procedures" below. Portfolio Managers include all designated portfolio managers
and others who have direct authority to make investment decisions to buy or sell
securities, such as investment team members and analysts involved in Research
Equity portfolios. All Employees who are considered Portfolio Managers will be
so notified by the Regulatory Affairs Department.
the subject of a new or changed action recommendation from a research analyst
until 10 business days following the issuance of such recommendation;
the subject of a reiterated but unchanged recommendation from a research analyst
until 2 business days following reissuance of the recommendation
actively contemplated for transactions on behalf of clients, even though no buy
or sell orders have been placed. This restriction applies from the moment that
an Employee has been informed in any fashion that any Portfolio Manager intends
to purchase or sell a specific security. This is a particularly sensitive area
and one in which each Employee must exercise caution to avoid actions which, to
his or her knowledge, are in conflict or in competition with the interests of
clients.
2. The Code of Ethics strongly discourages short term trading by Employees.
In addition, no Employee may take a "short term trading" profit in a security,
which means the sale of a security at a gain (or closing of a short position at
a gain) within 60 days of its purchase, without a special exemption. See
"Exemptive Procedures". The 60 day prohibition does not apply to transactions
resulting in a loss, nor to futures or options on futures on broad-based
securities indexes or US government securities.
3. No Employee engaged in equity or bond trading may engage in personal
transactions involving any equity securities of any company whose primary
business is that of a broker/dealer.
4. Subject to preclearance, Employees may engage in short sales, options, and
margin transactions, but such transactions are strongly discouraged,
particularly due to the 60 day short term profit-taking prohibition. Any
Employee engaging in such transactions should also recognize the danger of being
"frozen" or subject to a forced close out because of the general restrictions
which apply to personal transactions as noted above. In specific case of
hardship an exception may be granted by the Director of Regulatory Affairs or
her designee upon approval of the Ethics Committee with respect to an otherwise
"frozen" transaction.
5. No Employee may engage in personal transactions involving the purchase of
any security on an initial public offering. This restriction also includes new
issues resulting from spin-offs, municipal securities and thrift conversions,
although in limited cases the purchase of such securities in an offering may be
approved by the Director of Regulatory Affairs or her designee upon determining
that approval would not violate any policy reflected in this Code. This
restriction does not apply to open-end mutual funds, U. S. government issues or
money market investments.
6. EMPLOYEES MAY NOT PURCHASE SECURITIES IN PRIVATE PLACEMENTS UNLESS
APPROVAL OF THE DIRECTOR OF REGULATORY AFFAIRS, DIRECTOR OF ENTERPRISE RISK
MANAGEMENT OR THE GENERAL COUNSEL HAS BEEN OBTAINED. This approval will be based
upon a determination that the investment opportunity need not be reserved for
clients, that the Employee is not being offered the investment opportunity due
to his or her employment with Wellington Management and other relevant factors
on a case-by-case basis. If the Employee has portfolio management or securities
analysis responsibilities and is granted approval to purchase a private
placement, he or she must disclose the privately placed holding later if asked
to evaluate the issuer of the security. An independent review of the Employee's
analytical work or decision to purchase the security for a client account will
then be performed by another investment professional with no personal interest
in the transaction.
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GIFTS AND OTHER
SENSITIVE PAYMENTS
Employees should not seek, accept or offer any gifts or favors of more than
minimal value or any preferential treatment in dealings with any client,
broker/dealer, portfolio company, financial institution or any other
organization with whom the firm transacts business. Occasional participation in
lunches, dinners, cocktail parties, sporting activities or similar gatherings
conducted for business purposes are not prohibited. However, for both the
Employee's protection and that of the firm it is extremely important that even
the appearance of a possible conflict of interest be avoided. Extreme caution is
to be exercised in any instance in which business related travel and lodgings
are paid for other than by Wellington Management, and prior approval must be
obtained from the Regulatory Affairs Department.
Any question as to the propriety of such situations should be discussed with the
Regulatory Affairs Department and any incident in which an Employee is
encouraged to violate these provisions should be reported immediately. An
explanation of all extraordinary travel, lodging and related meals and
entertainment is to be reported in a brief memorandum to the Director of
Regulatory Affairs.
Employees must not participate individually or on behalf of the firm, a
subsidiary, or any client, directly or indirectly, in any of the following
transactions:
1. Use of the firm's funds for political purposes.
2. Payment or receipt of bribes, kickbacks, or payment or receipt of any
other amount with an understanding that part or all of such amount will be
refunded or delivered to a third party in violation of any law applicable to the
transaction.
3. Payments to government officials or employees (other than disbursements in
the ordinary course of business for such legal purposes as payment of taxes).
4. Payment of compensation or fees in a manner the purpose of which is to
assist the recipient to evade taxes, federal or state law, or other valid
charges or restrictions applicable to such payment.
5. Use of the funds or assets of the firm or any subsidiary for any other
unlawful or improper purpose.
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OTHER CONFLICTS
OF INTEREST
Employees should also be aware that are as other than personal securities
transactions or gifts and sensitive payments may involve conflicts of interest.
The following should be regarded as examples of situations involving real or
potential conflicts rather than a complete list of situations to avoid.
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"INSIDE INFORMATION"
Specific reference is made to the firm's policy on the use of "inside
information" which applies to personal securities transactions as well as to
client transactions.
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USE OF INFORMATION
Information acquired in connection with employment by the organization may not
be used in any way which might be contrary to or in competition with the
interests of clients. Employees are reminded that certain clients have
specifically required their relationship with us to be treated confidentially.
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DISCLOSURE OF INFORMATION
Information regarding actual or contemplated investment decisions, research
priorities or client interests should not be disclosed to persons outside our
organization and in no way can be used for personal gain.
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OUTSIDE ACTIVITIES
All outside relationships such as directorships or trusteeships of any kind or
membership in investment organizations (e.g., an investment club) must be
cleared by the Director of Regulatory Affairs prior to the acceptance of such a
position. As a general matter, directorships in unaffiliated public companies or
companies which may reasonably be expected to become public companies will not
be authorized because of the potential for conflicts which may impede our
freedom to act in the best interests of clients. Service with charitable
organizations generally will be authorized, subject to considerations related to
time required during working hours and use of proprietary information.
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EXEMPTIVE PROCEDURE
The Director of Regulatory Affairs, the Director of Enterprise Risk Management,
the General Counsel or the Ethics Committee can grant exemptions from the
personal trading restrictions in this Code upon determining that the transaction
for which an exemption is requested would not result in a conflict of interest
or violate any other policy embodied in this Code. Factors to be considered may
include: the size and holding period of the Employee's position in the security,
the market capitalization of the issuer, the liquidity of the security, the
reason for the Employee's requested transaction, the amount and timing of client
trading in the same or a related security, and other relevant factors.
Any Employee wishing an exemption should submit a written request to the
Director of Regulatory Affairs setting forth the pertinent facts and reasons why
the employee believes that the exemption should be granted. Employees are
cautioned that exemptions are intended to be exceptions, and repetitive
exemptive applications by an Employee will not be well received.
Records of the approval of exemptions and the reasons for granting exemptions
will be maintained by the Regulatory Affairs Department.
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COMPLIANCE WITH THE
CODE OF ETHICS
Adherence to the Code of Ethics is considered a basic condition of employment
with our organization. The Ethics Committee monitors compliance with the Code
and reviews violations of the Code to determine what action or sanctions are
appropriate.
Violations of the provisions regarding personal trading will presumptively be
subject to being reversed in the case of a violative purchase, and to
disgorgement of any profit realized from the position (net of transaction costs
and capital gains taxes payable with respect to the transaction) by payment of
the profit to any client disadvantaged by the transaction, or to a charitable
organization, as determined by the Ethics Committee, unless the Employee
establishes to the satisfaction of the Ethics Committee that under the
particular circumstances disgorgement would be an unreasonable remedy for the
violation.
Violations of the Code of Ethics may also adversely affect an Employee's career
-with Wellington Management with respect to such matters as compensation and
advancement.
Employees must recognize that a serious violation of the Code of Ethics or
related policies may result, at a minimum, in immediate dismissal. Since many
provisions of the Code of Ethics also reflect provisions of the US securities
laws, Employees should be aware that violations could also lead to regulatory
enforcement action resulting in suspension or expulsion from the securities
business, fines and penalties, and imprisonment.
Again, Wellington Management would like to emphasize the importance of obtaining
prior clearance of all personal securities transactions, avoiding prohibited
transactions, filing all required reports promptly and avoiding other situations
which might involve even an apparent conflict of interest. Questions regarding
interpretation of this policy or questions related to specific situations should
be directed to the Regulatory Affairs Department or Ethics Committee.
Revised: March 1, 2000
