EX-99.17.a
CODE OF ETHICS
DELAWARE INVESTMENTS' FAMILY OF FUNDS
CREDO
It is the duty of all Delaware Investments employees, officers and directors to
conduct themselves with integrity, and at all times to place the interests of
Fund shareholders first. In the interest of this credo, all personal Securities
transactions will be conducted consistent with the Code of Ethics and in such a
manner as to avoid any actual or potential conflict of interest or any abuse of
an individual's position of trust and responsibility. The fundamental standard
of this Code is that personnel should not take any inappropriate advantage of
their positions.
Rule 17j-1 (the "Rule") under the Investment Company Act of 1940, as amended
(the "Act"), makes it unlawful for certain persons, including any employee,
officer or director of any Fund, a Fund's investment adviser/sub-adviser, or a
Fund's principal underwriter, in connection with the purchase or sale by such
person of a Security held or to be acquired by a Fund:
(1) To employ any device, scheme or artifice to defraud a Fund;
(2) To make any untrue statement of a material fact to a Fund or omit to state a
material fact necessary in order to make the statements made to a Fund, in light
of the circumstances in which they are made, not misleading;
(3) To engage in any act, practice or course of business that operates or would
operate as a fraud or deceit on a Fund; or
(4) To engage in any manipulative practice with respect to a Fund.
The Rule also requires that each Delaware Investments' Fund and its investment
adviser, sub-adviser, and principal underwriter adopt a written code of ethics
containing provisions reasonably necessary to prevent certain persons from
engaging in acts in violation of the above standard and shall use reasonable
diligence and institute procedures reasonably necessary to prevent violations of
the Code.
This Code of Ethics is being adopted by the Delaware Investments' Family of
Funds, as listed on Appendix A (collectively "Delaware"), in compliance with the
requirements of the Rule to effect the purpose of the Credo set forth above, and
to comply with the recommendations of the Investment Company Institute's
Advisory Group on Personal Investing.
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DEFINITIONS:
"Access Person" means (i) a supervised person who has access to nonpublic
information regarding clients' Securities transactions, is involved in making
Securities recommendations to clients, who has access to such recommendations
that are nonpublic, or who has access to nonpublic information regarding the
portfolio holdings of a Fund; (ii) any director, officer, general partner or
Advisory Person of a Fund or of a Fund's investment adviser; or (iii) any
director, officer or general partner of a Fund principal underwriter who, in the
ordinary course of business, makes, participates in or obtains information
regarding the purchase or sale of Securities by a Fund or whose functions or
duties in the ordinary course of business relate to the making of any
recommendation to a Fund regarding the purchase or sale of its Securities. Those
persons deemed Access Persons will be notified of this designation.
"Advisory Person" means (i) any director, officer, general partner or employee
of a Fund or a Fund's investment adviser (or of any company in a control
relationship to a Fund or its investment adviser) who, in connection with his or
her regular functions or duties makes, participates in, or obtains information
regarding the purchase or sale of Securities by a Fund, or whose functions
relate to the making of any recommendations with respect to such purchase or
sales; or (ii) any natural person in a control relationship to a Fund or an
investment adviser who obtains information concerning recommendations made to
the Fund with regard to the purchase or sale of Securities by a Fund. For
purposes of this definition, "control" has the same meaning as set forth in
Section 2(a)(9) of the Act.
"Affiliated Person" means any officer, director, partner, or employee of a
Delaware Fund or any subsidiary of Delaware Management Holdings, Inc. and any
other person so designated by the Compliance Department.
"Beneficial ownership" shall be as defined in Section 16 of the Securities
Exchange Act of 1934 and the rules and regulations thereunder. Generally
speaking, a person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has or shares a direct or
indirect pecuniary interest in a Security, is a "beneficial owner" of the
Security. For example, a person is normally regarded as the beneficial owner of
Securities held by members of his or her immediate family sharing the same
household. Additionally, ownership of derivative Securities such as options,
warrants or convertible Securities which confer the right to acquire the
underlying Security at a fixed price constitutes Beneficial Ownership of the
underlying Security itself.
"Control" shall mean investment discretion in whole or in part of an account
regardless of Beneficial Ownership, such as an account for which a person has
power of attorney or authority to effect transactions.
"De Minimis Purchases or Sales" shall mean purchases or sales by covered persons
of up to 500 shares of stock in a company that is in the Standard and Poor's 500
Index provided that Delaware has not traded more than 10,000 shares of that same
stock during the last two trading days and there are no open orders for that
stock on the Trading Desk.
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"High Quality Short-Term Debt Instruments" shall mean any instrument that has a
maturity at issuance of less that 366 days and that is rated in one of the two
highest rating categories by a Nationally Recognized Statistical Rating
Organization.
"Interested Director" means a director or trustee of an investment company who
is an interested person within the meaning of Section 2(a)(19) of the Act. A
"Disinterested Director" is a director who is not an interested person under
Section 2(a)(19) of the Act.
"Investment Personnel" means any employee of a Fund, an investment adviser or
affiliated company, other than a Portfolio Manager who, in connection with
his/her regular functions or duties, makes, or participates in the making of,
investment decisions affecting an investment company, and any control person who
obtains information concerning the recommendation of Securities for purchase or
sale by a Fund or an account. Investment Personnel also include the staff who
support a Portfolio Manager including analysts, administrative assistants, etc.
Investment Personnel by definition are Access Persons.
"Managed Accounts" means an account that is professionally managed through a
wrap program. Managed Accounts require pre-approval through the Compliance
Department prior to starting up the account. The Compliance Department will
consider the facts and circumstances of the account, including the functions and
duties of the employees, when approving or denying such accounts. In addition,
preclearance is exempt with Managed Accounts, however, all trades still require
reporting and duplicate statements and confirmations are required to be sent to
the Compliance Department. Preclearance is only exempt for trades initiated by
the wrap manager. All trades initiated by the employee require preclearance.
"Portfolio Manager" means any person who, in connection with his/her regular
functions or duties, makes or participates in, the making of investment
decisions effecting an investment company. Portfolio Managers by definition are
Access Persons.
"Security" shall have the meaning as set forth in Section 2(a)(36) of the Act,
except that it shall not include Securities issued or guaranteed by the
government of the United States or by any of its federal agencies, bankers'
acceptances, bank certificates of deposit, commercial paper, High Quality
Short-Term Debt Instruments including repurchase agreements, shares of open-end
registered investment companies (other than non-money market Funds for which
Delaware Investments is the adviser and sub-adviser, see Appendix A for a list
of these Funds), and municipal fund Securities (i.e. 529 Plans) (other than the
TAP 529 Plan). In addition, the purchase, sale or exercise of a derivative
Security shall constitute the purchase or sale of the underlying Security.
However, the purchase or sale of the debt instrument of an issuer which does not
give the holder the right to purchase the issuer's stock at a fixed price, does
not constitute a purchase or sale of the issuer's stock.
Security being "considered for purchase or sale" or "being purchased or sold"
means when a recommendation to purchase or sell the Security or an option to
purchase or sell a Security has been made and communicated to the Trading Desk
and with respect to the person making the recommendation, when such person
seriously considers making, or when such person knows or should know that
another person is seriously considering making, such a recommendation.
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Security "held or to be acquired" by a Fund means (i) any Security which, within
the most recent fifteen days (a) is or has been held by a Fund; or (b) is being,
or has been, considered by a Fund or its investment adviser for purchase by the
Fund; and (ii) any option to purchase or sell, and any Security convertible into
or exchangeable for a Security.
PROHIBITED ACTIVITIES
I. The following restrictions apply to all Affiliated Persons, Access
Persons, Investment Personnel and Portfolio Managers.
(a) No Affiliated Person, Access Person, Investment Personnel or Portfolio
Manager shall engage in any act, practice or course of conduct, which would
violate the provisions of Rule 17j-1 set forth above.
(b) No Affiliated Person, Access Person, Investment Personnel or Portfolio
Manager shall purchase or sell, directly or indirectly, any Security which to
his/her knowledge is being actively considered for purchase or sale by Delaware;
except that this prohibition shall not apply to:
(A) purchases or sales that are nonvolitional on the part of either the
Person or a Fund;
(B) purchases which are part of an automatic dividend reinvestment plan;
(C) purchases effected upon the exercise of rights issued by an issuer pro
rata to all holders of a class of its Securities, to the extent such rights
were acquired from such issuer, and sales of such rights so acquired;
(D) other purchases and sales specifically approved by the President or
Chief Executive Officer, with the advice of the General Counsel and/or the
Compliance Director, and deemed appropriate because of unusual or
unforeseen circumstances. A list of Securities excepted will be maintained
by the Compliance Department.
(E) purchases or sales made by a wrap manager in an Affiliated Person's or
Access Person's Managed Account, provided that such purchases or sales do
not reflect a pattern of conflict.
(c) Except for trades that meet the definition of de minimis, no Affiliated
Person, Access Person, Investment Personnel or Portfolio Manager may execute a
buy or sell order for an account in which he or she has Beneficial Ownership or
Control until the third trading day following the execution of a Delaware buy or
sell order in that same Security. All trades that meet the definition of de
minimus, however, must first be precleared by the Compliance Department in
accordance with Section I(g) below.
(d) No Affiliated Person or Access Person may purchase an initial public
offering (IPO) without first receiving preclearance.
(e) No Affiliated Person, Access Person, Investment Personnel or Portfolio
Manager may purchase any private placement without express PRIOR written consent
by the Compliance Department. All private placement holdings are subject to
disclosure to the Compliance Department. Any Affiliated Person, Access Person,
Investment Personnel or Portfolio Manager that holds a private placement
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must receive permission from the Compliance or Legal Department prior to any
participation by such person in a Fund's consideration of an investment in the
same issuer. In such circumstances, a Fund's decision to purchase securities of
the issuer will be subject to an independent review by Investment Personnel with
no personal interest in the issuer.
(f) Despite any fault or impropriety, any Affiliated Person, Access Person,
Investment Personnel or Portfolio Manager who executes a buy or sell for an
account in which he/she has Beneficial Ownership or Control either (i) before
the third trading day following the execution of a Delaware order in the same
Security, or (ii) when there are pending orders for a Delaware transaction as
reflected on the open order blotter, shall forfeit any profits made (in the
event of purchases) or loss avoided (in the event of sales), whether realized or
unrealized, in the period from the date of the personal transaction to the end
of the proscribed trading period. Payment of the amount forfeited shall be made
by check or in cash to a charity of the person's choice and a copy of the check
or receipt must be forwarded to the Compliance Department.
(g) Except for Managed Accounts meeting the provisions of Section I(b)(E) above,
each Affiliated Person or Access Person's personal transactions, including
transactions that may be considered de minimus, must be precleared by using the
Personal Transaction System. The information must be submitted prior to entering
any orders for personal transactions. Preclearance is only valid for the day the
request is submitted. If the order is not executed the same day, the
preclearance request must be resubmitted. Regardless of preclearance, all
transactions remain subject to the provisions of (f) above.
(h) Disinterested Directors of the Fund or its investment adviser are not
subject to part (c), (d), (e), (f) or (g) of this section unless the director
knew or, in the ordinary course of fulfilling his or her official duties should
have known, that during the 15 day period immediately before or after the
director's transaction in a covered security, the Fund purchased or sold the
covered security, or the Fund or its investment adviser considered purchasing or
selling the covered security.
(i) All Mutual Funds that are now subject to the Code of Ethics will be required
to be held for a minimum of 60 days before selling the Fund at a profit. Closing
positions at a loss is not prohibited.
II. In addition to the requirements noted in Section I, the following
additional restrictions apply to all Investment Personnel and Portfolio
Managers.
(a) All Investment Personnel and Portfolio Managers are prohibited from
purchasing any initial public offering (IPO).
(b) Short term trading resulting in a profit is prohibited. All opening
positions must be held for a period of 60 days, in the aggregate, before they
can be closed at a profit. Any short term trading profits are subject to the
disgorgement procedures outlined above and at the maximum level of profit
obtained. The closing of positions at a loss is not prohibited.
(c) All Investment Personnel and Portfolio Managers are prohibited from
receiving anything of more than a de minimis value from any person or entity
that does business with or on behalf of any Fund
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or client. Things of value may include, but not be limited to, travel expenses,
special deals or incentives.
(d) All Investment Personnel and Portfolio Managers require PRIOR written
approval from the Legal or Compliance Department before they may serve on the
board of directors of any public company.
III. In addition to the requirements noted in Sections I and II, the following
additional restrictions apply to all Portfolio Managers.
(a) No Portfolio Manager may execute a buy or sell order for an account for
which he/she has Beneficial Ownership within seven calendar days before or after
an investment company or separate account that he/she manages trades in that
Security.
(b) Despite any fault or impropriety, any Portfolio Manager who executes a
personal transaction within seven calendar days before or after an investment
company or separate account that he/she manages trades in that Security, shall
forfeit any profits made (in the event of purchases) or loss avoided (in the
event of sales), whether realized or unrealized, in the period from the date of
the personal transaction to the end of the prescribed trading period. Payment of
the amount forfeited shall be made by check or in cash to a charity of the
person's choice and a copy of the check or receipt must be forwarded to the
Compliance Department.
REQUIRED REPORTS
I. The following reports are required to be made by all Affiliated Persons,
Access Persons, Investment Personnel and Portfolio Managers.
(a) Disclose brokerage relationships at employment and at the time of opening
any new account.
(b) Direct their brokers to supply to the Compliance Department, on a timely
basis, duplicate copies of all confirmations and statements for all Securities
accounts and Managed Accounts. Where possible, such confirmations and statements
should be forwarded electronically to the Compliance Department. The Compliance
Department, from time to time, will compare such confirmations and statements
against precleared transactions in the Personal Transaction System to monitor
compliance with the Code.
(c) All Delaware Investments Mutual Funds and Optimum Fund Trust accounts will
be required to be held in-house.
(d) Each quarter, no later than 20 days after the end of the calendar quarter,
submit to the Compliance Department a personal transaction summary showing all
transactions in Securities in accounts which such person has or acquires any
direct or indirect Beneficial Ownership. Any transactions effected pursuant to
an Automatic Investment Plan, however, need not be reported. Each Disinterested
Director shall submit the quarterly reports only for transactions where at the
time of the transaction the Director knew, or in the ordinary course of
fulfilling his official duties as a Director should have known, that during the
fifteen day period immediately before or after the date
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of the transaction by the Director, such Security was purchased or sold by a
Fund or its investment adviser or was being considered for purchase or sale by a
Fund or its investment adviser.
Every report will contain the following information:
(i) the date of the transaction, the title and type of the Security, the
exchange ticker symbol or CUSIP number, if applicable, the interest rate
and maturity date, if applicable, and the number of shares and the
principal amount of each Security involved;
(ii) the nature of the transaction (i.e., purchase, sale or any other type
of acquisition or disposition);
(iii) the price at which the transaction was effected;
(iv) the name of the broker, dealer or bank effecting the transaction;
(v) for any account established by such person in which any Securities were
held during the quarter for the direct or indirect benefit of such person,
the name of the broker, dealer or bank with whom the account was
established and the date the account was established; and
(vi) the date that the report is submitted to the Compliance Department.
(e) All Affiliated Persons, Access Persons, Investment Personnel and Portfolio
Managers must, initially upon receipt of this Code, upon receipt of any and all
amendments to this Code, and annually, certify that they have received, read,
understand and complied with this Code of Ethics and all disclosure and
reporting requirements contained therein.
II. In addition to the above reporting requirements, all Access Persons,
Investment Personnel and Portfolio Managers (other than Disinterested
Directors) must:
(a) Provide an initial holdings report no later than 10 days upon commencement
of employment that discloses information regarding all personal Securities
holdings, including (i) the title, type, exchange ticker symbol or CUSIP number,
if applicable, the number of shares and the principal amount of each Security;
(ii) the name of any broker, dealer or bank with whom such person maintains an
account in which any Securities were held for the direct or indirect benefit of
such person as of the date of the commencement of employment, and (iii) the date
that the report was submitted to the Compliance Department. This report must be
current as of a date no more than 45 days before the commencement of employment.
(b) Provide an annual holdings report containing information regarding all
personal Securities holdings, including (i) the title, type, exchange ticker
symbol or CUSIP number, if applicable, the number of shares and the principal
amount of each Security; (ii) the name of any broker, dealer or bank with whom
such person maintains an account in which any Securities were held for the
direct or indirect benefit of such person, and (iii) the date that the report
was submitted to the Compliance Department. This report must be current as of a
date no more than 45 days before the report is submitted and must be submitted
at least annually.
III. Access Persons to a Fund's investment adviser need not make a separate
report under this section to the extent that such Access Person has already
submitted a report under the Delaware Investments' Code of Ethics pursuant
to such Access Person's role as an Access Person to an investment adviser
under that Code and provided that such information would be duplicative of
the information already provided in such report.
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SANCTIONS/VIOLATIONS
Strict compliance with the provisions of the Code of Ethics is considered to be
a basic provision of your employment. Any violation of the Code of Ethics by an
employee will be considered serious and may result in disciplinary action, which
may include, but is not limited to unwinding of trades, disgorgement of profits,
warning, monetary fine or censure, suspension of personal trading privileges,
and suspension or termination of employment. Repeated offenses will likely be
subject to additional sanctions of increasing severity.
ADMINISTRATIVE PROCEDURES
(a) The Compliance Department of Delaware will identify all Affiliated Persons,
Access Persons, Investment Personnel and Portfolio Managers and will notify them
of this classification and their obligations under this Code. The Compliance
Department will ensure that all such persons initially receive a copy of the
Code of Ethics and any and all subsequent amendments thereto. The Compliance
Department will also maintain procedures regarding the review of all
notifications and reports required to be made pursuant to Rule 17j-1 under the
Act, Rule 204A-1 under the Investment Advisers Act of 1940, or this Code and the
Compliance Department will review all notifications and reports, such as
portfolio holdings and Securities transaction reports.
(b) All Affiliated Persons, Access Persons, Investment Personnel and Portfolio
Managers shall report any apparent violations of the prohibitions or reporting
requirements contained in this Code of Ethics promptly to the Legal or
Compliance Department. The Legal or Compliance Department shall report any such
apparent violations to the Chief Compliance Officer and the President or Chief
Executive Officer. Such Chief Executive Officer or President, or both, will
review the reports made and determine whether or not the Code of Ethics has been
violated and shall determine what sanctions, if any, should be imposed in
addition to any that may already have been imposed. On a quarterly basis, a
summary report of material violations of the Code and the sanctions imposed will
be made to the Board of Directors or Committee of Directors created for that
purpose. In reviewing this report, the Board will consider whether the
appropriate sanctions were imposed. When the Legal Department finds that a
transaction otherwise reportable above could not reasonably be found to have
resulted in a fraud, deceit or manipulative practice in violation of Rule
17j-1(b), it may, in its discretion, lodge a written memorandum of such finding
in lieu of reporting the transaction.
(c) All material purchases and sales specifically approved by the President or
Chief Executive Officer in accordance with Section (I)(b)(D) of Prohibited
Activities, as described herein, shall be reported to the Board at its next
regular meeting.
(d) The Board of Directors, including a majority of independent Directors, must
approve the Fund's Code, as well as the Code of any adviser and principal
underwriter. If an adviser or underwriter makes a material changes to its Code,
the Board must approve the material change within six months after the adoption
of such change. The Board must base its approval of a Code of ethics, or a
material change to a Code, upon a determination that the Code contains
provisions reasonably necessary to prevent "Access Persons" from violating the
anti-fraud provisions of the Rule 17j-1.
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(e) At least once a year, the Board must be provided a written report from each
Rule 17j-1 organization that describes issues that arose during the previous
year under the Code or procedures applicable to the Rule 17j-1 organization,
including, but not limited to, a summary of the existing procedures and any
changes during the past year, information about material Code or procedure
violations and sanctions imposed in response to those material violations, and
any recommended changes to the Code based on past experience, evolving industry
practice or developments in applicable laws or regulations. In addition,
annually and before the Board approves a material change to the Code, the Board
must be provided with a written report from each Rule 17j-1 organization that
certifies to the Fund's Board that the Rule 17j-1 organization has adopted
procedures reasonably necessary to prevent its Access Persons from violating its
Code of Ethics.
RECORDKEEPING
Please see Procedures Regarding Books and Records To be Kept and Maintained for
Code of Ethics recordkeeping requirements.
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Appendix A - List of Mutual Funds/Collective Investment Vehicles subject to the
Code of Ethics
o All Delaware Investments Family of Funds
o All Optimum Fund Trust Funds
o AssetMark Tax-Exempt Fixed Income Fund
o Consulting Group Capital Markets Funds - Large Capitalization Growth Equity
Investments
o Consulting Group Capital Markets Funds - Small Capitalization Value Equity
Investments
o First Mercantile Trust Preferred Trust Fund
o Lincoln Variable Insurance Product Trusts - LVIP Delaware Bond Fund
o Lincoln Variable Insurance Product Trusts - LVIP Delaware Growth & Income
Fund
o Lincoln Variable Insurance Product Trusts - LVIP Delaware Managed Fund
o Lincoln Variable Insurance Product Trusts - LVIP Money Market Fund
o Lincoln Variable Insurance Product Trusts - LVIP Delaware Social Awareness
Fund
o Lincoln Variable Insurance Product Trusts - LVIP Delaware Special
Opportunities Fund
o MassMutual Select Funds - MassMutual Select Aggressive Growth Fund
o MassMutual Select Funds - MassMutual Select Emerging Growth Fund
o MML Series Investment Fund - MML Emerging Growth Fund
o Mercantile Capital Opportunities Fund
o MetLife Investments Funds - MetLife Investment Small Company Stock Fund
o MLIG Roszel/Delaware Small Cap Portfolio
o MLIG Roszel/Delaware Trend Portfolio
o Russell Investment Company - Select Growth Fund
o Russell Investment Company - Fixed Income I/Russell Multi-Manager Bond Fund
o Russell Investment Company - Fixed Income III Fund
o Russell Investment Company - Multistrategy Bond Fund
o Russell Investment Company - Tax-Exempt Bond Fund
o Russell Trust Company - Russell Common Trust Core Bond Fund
o Russell Trust Company - Russell Concentrated Aggressive Portfolio Fund
o Russell Trust Company - Russell Growth Fund
o Russell Trust Company - Russell International Fund
o Russell Trust Company - Russell Long Duration Fixed Income Fund
o Russell Company Limited - Russell Multi-Strategy Global Bond Fund
o Russell Investments (Cayman) Limited - Russell Investment Company plc - The
U.S. Bond Fund
o Russell Company Limited - Integritas Mutli-Manager Fund plc - U.S. Equity
Fund
o SEI Global Investments Fund plc - US Large Cap Growth Fund
o SEI Global Markets Fund plc - US Small Companies Fund
o SEI Institutional Investments Trust - Large Cap Fund
o SEI Institutional Investments Trust - Large Cap Diversified Alpha Fund
o SEI Institutional Investments Trust - Small Cap Fund
o SEI Institutional Investments Trust - Small/Mid Cap Equity Fund
o SEI Institutional Managed Trust - Large Cap Diversified Alpha Fund
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o SEI Institutional Managed Trust - Large Cap Growth Fund
o SEI Institutional Managed Trust - Small Cap Growth Fund
o SEI Institutional Managed Trust - Tax Managed Large Cap Fund
o SEI Institutional Managed Trust - Tax Managed Small Cap Fund
o SEI Investments Group of Funds - U.S. Large Company Equity Fund
o SEI Tax-Exempt Trust - Institutional Tax-Free Fund
o Wilshire Mutual Funds, Inc. - Large Company Growth Portfolio
