EXHIBIT 14
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FRANKLIN RESOURCES, INC.
CODE OF ETHICS AND BUSINESS CONDUCT
This Code of Ethics and Business Conduct (the "Code") has been adopted by the
Board of Directors (the "Board") of Franklin Resources, Inc. in connection with
its oversight of the management and business affairs Franklin Resources, Inc.
1. PURPOSE AND OVERVIEW .
(a) APPLICATION. The Code is applicable to all officers, directors,
employees and temporary employees (each, a "Covered Person") of
Franklin Resources, Inc. and all of its U.S. and non-U.S. subsidiaries
and affiliates (collectively, the "Company").
(b) PURPOSE. The Code summarizes the values, principles and business
practices that guide the business conduct of the Company and also
provides a set of basic principles to guide Covered Persons regarding
the minimum ethical requirements expected of them. The Code
supplements the Company's existing employee policies, including those
specified in the respective U.S. and non-U.S. employee handbooks and
also supplements various other codes of ethics, policies and
procedures that have been adopted by the Company. All Covered Persons
are expected to become familiar with the Code and to apply these
principles in the daily performance of their jobs.
(c) OVERRIDING RESPONSIBILITIES. It is the responsibility of all Covered
Persons to maintain a work environment that fosters fairness, respect
and integrity. The Company requires all Covered Persons to conduct
themselves in a lawful, honest and ethical manner in all of the
Company's business practices.
(d) QUESTIONS. All Covered Persons are expected to seek the advice of a
supervisor, a manager, the Human Resources Department, the Company's
General Counsel or the Legal Compliance Department for additional
guidance or if there is any question about issues discussed in this
Code.
(e) VIOLATIONS. If any Covered Person observes possible unethical or
illegal conduct, such concerns or complaints should be reported as set
forth in Section 16 below.
(f) DEFINITION OF EXECUTIVE OFFICER. For the purposes of this Code, the
term "Executive Officer" shall mean those officers, as shall be
determined by the Board of Directors of Franklin Resources, Inc. from
time to time, who are subject to the reporting obligations of Section
16(a) of the Securities Exchange Act of 1934.
(g) DEFINITION OF DIRECTOR. For purposes of this Code, the term "Director"
shall mean members of the Board of Directors of Franklin Resources,
Inc.
2. COMPLIANCE WITH LAWS, RULES AND REGULATIONS.
(a) COMPLIANCE. All Covered Persons of the Company are required to comply
with all of the applicable laws, rules and regulations of the United
States and other countries, and the states, counties, cities and other
jurisdictions, in which the Company conducts its business. Local laws
may in some instances be less restrictive than the principles set
forth in this Code. In those situations, Covered Persons should comply
with the Code, even if the conduct would otherwise be legal under
applicable laws. On the other hand, if local laws are more restrictive
than the Code, Covered Persons should comply with applicable laws.
(b) INSIDER TRADING. Such legal compliance includes, without limitation,
compliance with the Company's insider trading policy, which prohibits
Covered Persons from trading securities either personally or on behalf
of others, while in possession of material non-public information or
communicating material non-public information to others in violation
of the law. Securities include common stocks, bonds, options, futures
and other financial instruments. Material information includes any
information that a reasonable investor would consider important in a
decision to buy, hold, or sell securities. These laws provide
substantial civil and criminal penalties for individuals who fail to
comply. The policy is described in more detail in the various employee
handbooks and compliance policies. In addition, the Company has
implemented trading restrictions to reduce the risk, or appearance, of
insider trading.
(c) QUESTIONS REGARDING STOCK TRADING. All questions regarding insider
trading or reports of impropriety regarding stock transactions should
be made to the Legal Compliance Department. See also Section 16 below.
3. CONFLICTS OF INTEREST.
(a) AVOIDANCE OF CONFLICTS. All Covered Persons are required to conduct
themselves in a manner and with such ethics and integrity so as to
avoid a conflict of interest, either real or apparent.
(b) CONFLICT OF INTEREST DEFINED. A conflict of interest is any
circumstance where an individual's personal interest interferes or
even appears to interfere with the interests of the Company. All
Covered Persons have a duty to avoid financial, business or other
relationships that might be opposed to the interests of the Company or
might cause a conflict with the performance of their duties.
(c) POTENTIAL CONFLICT SITUATIONS. A conflict can arise when a Covered
Person takes actions or has interests that may make it difficult to
perform his or her Company related work objectively and effectively.
Conflicts also may arise when a Covered Person or a member of his or
her family, receives improper personal benefits as a result of his or
her position in the Company.
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(d) EXAMPLES OF POTENTIAL CONFLICTS. Some of the areas where a conflict
could arise include:
(i) Employment by a competitor, regardless of the nature of the
employment, while employed by the Company.
(ii) Placement of business with any company in which a Covered Person,
or any member of the Covered Person's family, has a substantial
ownership interest or management responsibility.
(iii) Making endorsements or testimonials for third parties.
(iv) Processing a transaction on the Covered Person's personal
account(s), or his or her friend or family members' account(s),
through the Company's internal systems without first submitting
the transaction request to the Company's Customer Service Center.
(v) Disclosing the Company's confidential information to a third
party without the prior consent of senior management.
(e) QUESTIONS REGARDING CONFLICTS. All questions regarding conflicts of
interest and whether a particular situation constitutes a conflict of
interest should be directed to the Legal Compliance Department. See
also Section 16 below.
4. GIFTS AND ENTERTAINMENT.
(a) RATIONALE. The Company's aim is to deter providers of gifts from
seeking or receiving special favors from Covered Persons. Gifts of
more than a nominal value can cause Covered Persons to feel placed in
a position of "obligation" and/or give the appearance of a conflict of
interest.
(b) NO CONDITIONAL GIFTS. Covered Persons may not at any time accept any
item that is conditioned upon the Company doing business with the
entity or person giving the gift.
(c) NO CASH GIFTS. Cash gifts of any amount should never be accepted.
(d) NO NON-CASH GIFTS OVER $100. Covered Persons, including members of
their immediate families, may not, directly or indirectly, take,
accept or receive bonuses, fees, commissions, gifts, gratuities, or
any other similar form of consideration, from any person, firm,
corporation or association with which the Company does or seeks to do
business if the value of such item is in excess of $100.00 on an
annual basis.
(e) NO SOLICITATION FOR GIFTS. Covered Persons should not solicit any
third party for any gift, gratuity, entertainment or any other item
regardless of its value.
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(f) PERMITTED ENTERTAINMENT. Covered Persons, including members of their
immediate families, may accept or participate in "reasonable
entertainment" provided by any person, firm, corporation or
association with which the Company does or seeks to do business.
"Reasonable entertainment" would include, among other things, an
occasional meal, a ticket to a sporting event or the theater, or
comparable entertainment, which is neither so frequent nor so
excessive as to raise any question of propriety; attended by the
entity or person providing the entertainment, meal, or tickets; not
more frequent than once per quarter; and not preconditioned on a "quid
pro quo" business relationship.
(g) NO EXCESSIVE ENTERTAINMENT. Covered Persons are prohibited from
accepting "excessive entertainment" without the prior written approval
of one of the Company's Co-Chief Executive Officers or the Office of
the Chairman. "Excessive entertainment" is entertainment that has a
value greater than $1000.00 or is provided more frequently than once
per quarter.
(h) WHAT TO DO. Covered Persons presented with a gift with a value in
excess of $100.00 or entertainment valued greater than $1000.00 should
politely decline and explain that the Company policy makes it
impossible to accept such a gift. Covered Persons are encouraged to be
guided by their own sense of ethical responsibility, and if they are
presented with such a gift from an individual or company, they should
notify their manager so the gift can be returned.
(i) PERMITTED COMPENSATION. The Company recognizes that this Section 4
does not prohibit Directors who do not also serve in management
positions within the Company from accepting compensation, bonuses,
fees and other similar consideration paid in the normal course of
business as a result of their outside business activity, employment or
directorships.
(j) QUESTIONS REGARDING GIFTS AND ENTERTAINMENT. All questions regarding
gifts and entertainment should be directed to the Legal Compliance
Department. See also Section 16 below.
5. OUTSIDE EMPLOYMENT.
(a) RESTRICTIONS. Subject to any departmental restrictions, Covered
Persons are permitted to engage in outside employment if it is free of
any actions that could be considered a conflict of interest. Outside
employment must not adversely affect a Covered Person's job
performance at the Company, and outside employment must not result in
absenteeism, tardiness or a Covered Person's inability to work
overtime when requested or required. Covered Persons may not engage in
outside employment, which requires or involves using Company time,
materials or resources.
(b) SELF-EMPLOYMENT. For purposes of this policy, outside employment
includes self-employment.
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(c) REQUIRED APPROVALS. Due to the fiduciary nature of the Company's
business, all potential conflicts of interest that could result from a
Covered Person's outside employment should be discussed with the
Covered Person's manager and the Human Resources Department, prior to
entering into additional employment relationships.
(d) OUTSIDE DIRECTORS EXEMPT. The Company recognizes that this Section 5
is not applicable to Directors who do not also serve in management
positions within the Company.
6. CONFIDENTIALITY.
(a) CONFIDENTIALITY OBLIGATION. Covered Persons are responsible for
maintaining the confidentiality of information entrusted to them by
the Company or its customers, except when disclosure is authorized or
legally mandated. The sensitive nature of the investment business
requires that the Company keep its customers' confidence and trust.
Covered Persons must be continuously sensitive to the confidential and
privileged nature of the information to which they have access
concerning the Company, and must exercise the utmost discretion when
discussing any work-related matters with third parties. Each Covered
Person must safeguard the Company's confidential information and not
disclose it to a third party without the prior consent of senior
management.
(b) WHAT IS CONFIDENTIAL INFORMATION. "Confidential information" includes
but is not limited to information, knowledge, ideas, documents or
materials that are owned, developed or possessed by the Company or
that in some other fashion are related to confidential or proprietary
matters of the Company, its business, customers, shareholders, Covered
Persons or brokers. It includes all business, product, marketing,
financial, accounting, personnel, operations, supplier, technical and
research information. It also includes computer systems, software,
documentation, creations, inventions, literary works, developments,
discoveries and trade secrets. Confidential information includes any
non-public information of the Company that might be of use to
competitors, or harmful to the Company or its customers, if disclosed.
(c) ACKNOWLEDGMENT. All employees of the Company are expected to sign an
acknowledgment regarding the confidentiality policy set forth above at
the time they become employed with the Company.
(d) LENGTH OF CONFIDENTIALITY OBLIGATIONS. Covered Persons are expected to
comply with the confidentiality policy not only for the duration of
their employment or service with the Company, but also after the end
of their employment or service with the Company.
(e) CONFIDENTIALITY UNDER THE CODE. All reports and records prepared or
maintained pursuant to this Code shall be considered confidential and
shall be maintained and protected accordingly.
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7. OWNERSHIP OF INTELLECTUAL PROPERTY.
(a) COMPANY OWNERSHIP. The Company owns all of the work performed by
Covered Persons at and/or for the Company, whether partial or
completed. All Covered Persons shall be obligated to assign to the
Company all "intellectual property" that is created or developed by
Covered Persons, alone or with others, while working for the Company.
(b) WHAT IS INTELLECTUAL PROPERTY. "Intellectual Property" includes all
trademarks and service marks, trade secrets, patents and patent
subject matter and inventor rights in the United States and foreign
countries and related applications. It includes all United States and
foreign copyrights and subject matter and all other literary property
and author rights, whether or not copyrightable. It includes all
creations, not limited to inventions, discoveries, developments, works
of authorship, ideas and know-how. It does not matter whether or not
the Company can protect them by patent, copyright, trade secrets,
trade names, trade or service marks or other intellectual property
right. It also includes all materials containing any intellectual
property. These materials include but are not limited to computer
tapes and disks, printouts, notebooks, drawings, artwork and other
documentation. To the extent applicable, non-trade secret intellectual
property constitutes a "work made for hire" owned by the Company, even
if it is not a trade secret.
(c) EXCEPTIONS. The Company will not be considered to have a proprietary
interest in a Covered Person's work product if: (i) the work product
is developed entirely on the Covered Person's own time without the use
or aid of any Company resources, including without limitation,
equipment, supplies, facilities or trade secrets; (ii) the work
product does not result from Covered Person's employment with the
Company; and (iii) at the time a Covered Person conceives or reduces
the creation to practice, it is not related to the Company's business
nor the Company's actual or expected research or development.
(d) REQUIRED DISCLOSURE. All Covered Persons must disclose to the Company
all intellectual property conceived or developed while working for the
Company. If requested, a Covered Person must sign all documents
necessary to memorialize the Company's ownership of intellectual
property under this policy. These documents include but are not
limited to assignments and patent, copyright and trademark
applications.
8. CORPORATE OPPORTUNITIES. Covered Persons are prohibited from (i) taking for
themselves opportunities that are discovered through the use of Company
property, information or position, (ii) using Company property, information
or position for personal gain, and/or (iii) competing with the Company.
9. FAIR DEALING. Each Covered Person should endeavor to deal fairly with the
Company's customers, suppliers, competitors and Covered Persons and not to
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other
unfair dealing practice.
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10. PROTECTION AND USE OF COMPANY PROPERTY. All Covered Persons should protect
the Company's assets and ensure they are used for legitimate business
purposes during employment with the Company. Improper use includes
unauthorized personal appropriation or use of the Company's assets, data or
resources, including computer equipment, software and data.
11. STANDARDS OF BUSINESS CONDUCT.
(a) RESPECTFUL WORK ENVIRONMENT. The Company is committed to fostering a
work environment in which all individuals are treated with respect and
dignity. Each individual should be permitted to work in a
business-like atmosphere that promotes equal employment opportunities.
(b) PROHIBITED CONDUCT. The following conduct will not be tolerated and
could result in disciplinary action, including termination:
(i) Any act which causes doubt about a Covered Person's integrity,
such as the falsifying of Company records and documents,
competing in business with the Company, divulging trade secrets,
or engaging in any criminal conduct.
(ii) Any act which may create a dangerous situation, such as carrying
weapons, firearms or explosives on Company premises or
surrounding areas, assaulting another individual, or disregarding
property and safety standards.
(iii)The use, sale, purchase, transfer, possession, or attempted
sale, purchase or transfer of alcohol or drugs while at work.
Reporting to work while under the influence of alcohol or drugs,
or otherwise in a condition not fit for work.
(iv) Insubordination, including refusal to perform a job assignment or
to follow a reasonable request of a Covered Person's manager, or
discourteous conduct toward customers, associates, or
supervisors.
(v) Harassment of any form including threats, intimidation, abusive
behavior and/or coercion of any other person in the course of
doing business.
(vi) Falsification or destruction of any timekeeping record,
intentionally clocking in on another Covered Person's attendance
or timekeeping record, the knowledge of another Covered Person
tampering with their attendance record or tampering with one's
own attendance record.
(vii) Failure to perform work, which meets the standards/expectations
of the Covered Person's position.
(viii) Excessive absenteeism, chronic tardiness, or consecutive
absence of 3 or more days without notification or authorization.
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(ix) Any act of dishonesty or falsification of any Company records or
documents, including obtaining employment based on false,
misleading, or omitted information.
(c) DISCIPLINARY ACTION. A Covered Person or the Company may terminate the
employment or service relationship at will, at any time, without cause
or advance notice. Thus, the Company does not strictly adhere to a
progressive disciplinary system since each incident of misconduct may
have a different set of circumstances or differ in its severity. The
Company will take such disciplinary action as it deems appropriate and
commensurate with any misconduct of the Covered Person.
12. DISCLOSURE IN REPORTS AND DOCUMENTS.
(a) FILINGS AND PUBLIC MATERIALS. As a public company, it is important
that the Company's filings with the Securities and Exchange Commission
(the "SEC") and other Federal, State, domestic and international
regulatory agencies are full, fair, accurate, timely and
understandable. The Company also makes many other filings with the SEC
and other domestic and international regulatory agencies on behalf of
the funds that its subsidiaries and affiliates manage. Further, the
Company prepares mutual fund account statements, client investment
performance information, prospectuses and advertising materials that
are sent out to its mutual fund shareholders and clients.
(b) DISCLOSURE AND REPORTING POLICY. The Company's policy is to comply
with all applicable disclosure, financial reporting and accounting
regulations applicable to the Company. The Company maintains the
highest commitment to its disclosure and reporting requirements, and
expects all Covered Persons to record information accurately and
truthfully in the books and records of the Company.
(c) INFORMATION FOR FILINGS. Depending on his or her position with the
Company, a Covered Person, may be called upon to provide necessary
information to assure that the Company's public reports and regulatory
filings are full, fair, accurate, timely and understandable. The
Company expects all Covered Persons to be diligent in providing
accurate information to the inquiries that are made related to the
Company's public disclosure requirements.
(d) DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL
REPORTING. Covered Persons are required to cooperate and comply with
the Company's disclosure controls and procedures and internal controls
over financial reporting so that the Company's reports and documents
filed with the SEC and other Federal, State, domestic and
international regulatory agencies comply in all material respects with
applicable laws, and rules and regulations, and provide full, fair,
accurate, timely and understandable disclosure.
13. RELATIONSHIPS WITH GOVERNMENT PERSONNEL. Covered persons should be aware
that practices that may be acceptable in the commercial business
environment (such as providing
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certain transportation, meals, entertainment and other things of nominal
value) may be entirely unacceptable and even illegal when they relate to
government employees or others who act on the government's behalf.
Therefore, Covered Persons are required to comply with the relevant laws
and regulations governing relations between government employees and
customers and suppliers in every country where the Company conducts
business. Covered persons are prohibited from giving money or gifts to any
official or any employee of a governmental entity if doing so could
reasonably be construed as having any connection with the Company's
business relationship. Any proposed payment or gift to a government
official or employee must be reviewed in advance by the Legal Compliance
Department, even if such payment is common in the country of payment.
14. POLITICAL CONTRIBUTIONS. Election laws in many jurisdictions generally
prohibit political contributions by corporations to candidates. Many local
laws also prohibit corporate contributions to local political campaigns. In
accordance with these laws, the Company does not make direct contributions
to any candidates for federal, state or local offices where applicable laws
make such contributions illegal. Contributions to political campaigns must
not be, or appear to be, made with or reimbursed by the Company's funds or
resources. The Company's funds and resources include (but are not limited
to) the Company's facilities, office supplies, letterhead, telephones and
fax machines. Employees may make personal political contributions as they
see fit in accordance with all applicable laws.
15. ACCOUNTABILITY FOR ADHERENCE TO THE CODE.
(a) HONESTY AND INTEGRITY. The Company is committed to uphold ethical
standards in all of its corporate and business activities. All Covered
Persons are expected to perform their work with honesty, truthfulness
and integrity and to comply with the general principles set forth in
the Code. Covered Persons are also expected to perform their work with
honesty and integrity in any areas not specifically addressed by the
Code.
(b) DISCIPLINARY ACTIONS. A violation of the Code may result in
appropriate disciplinary action including the possible termination
from employment with the Company. Nothing in this Code restricts the
Company from taking any disciplinary action on any matters pertaining
to the conduct of a Covered Person, whether or not expressly set forth
in the Code.
(c) ANNUAL CERTIFICATIONS. Directors and Executive Officers will be
required to certify annually, on a form to be provided by the Legal
Compliance Department, that they have received, read and understand
the Code and have complied with the requirements of the Code.
(d) TRAINING AND EDUCATIONAL REQUIREMENTS.
(i) ORIENTATION. New Covered Persons will receive a copy of the Code
during the orientation process conducted by representatives of
the Human Resources Department and shall acknowledge that they
have received,
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read and understand the Code and will comply with the
requirements of the Code.
(ii) CONTINUING EDUCATION. Covered Persons shall be required to
complete such additional training and continuing education
requirements regarding the Code and matters related to the Code
as the Company shall from time to time establish.
16. REPORTING VIOLATIONS OF THE CODE.
(a) QUESTIONS AND CONCERNS. Described in this Code are procedures
generally available for addressing ethical issues that may arise. As a
general matter, if a Covered Person has any questions or concerns
about compliance with this Code he or she is encouraged to speak with
his or her supervisor, manager, representatives of the Human Resources
Department, the Company's General Counsel or the Legal Compliance
Department.
(b) COMPLIANCE AND ETHICS HOT-LINE. If a Covered Person does not feel
comfortable talking to any of the persons listed above for any reason,
he or she should call the Compliance and Ethics Hot-Line at
1-800-636-6592. Calls to the Compliance and Ethics Hot-Line may be
made anonymously.
(c) RESPONSIBILITY TO REPORT VIOLATIONS OF THE CODE AND LAW. As part of
its commitment to ethical and lawful conduct, the Company expects
Covered Persons to promptly report any suspected violations of this
Code or law. Failure to report knowledge of a violation or other
misconduct may result in disciplinary action.
(d) CONFIDENTIALITY AND INVESTIGATION. The Company will treat the
information set forth in a report of any suspected violation of the
Code or law in a confidential manner and will conduct a prompt and
appropriate evaluation and investigation of any matter reported.
Covered Persons are expected to cooperate in any investigations of
reported violations.
(e) PROTECTION OF COVERED PERSONS. By law, the Company may not discharge,
demote, suspend, threaten, harass, or in any other manner discriminate
against an employee in the terms and conditions of employment because
of any lawful act done by the employee to provide information or
otherwise assist in an investigation regarding any conduct which the
employee reasonably believes constitutes a violation of any rule or
regulation of the SEC or any provision of Federal law relating to
fraud against shareholders when the information or assistance is
provided to or the investigation is conducted, by, among others, a
person(s) working for the Company with the authority to investigate,
discover or terminate misconduct. To encourage Covered Persons to
report violations of illegal or unethical conduct, the Company will
not allow retaliation to be taken against any Covered Person who has
made a report under this section in good faith.
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(f) ACCOUNTING/AUDITING COMPLAINTS. The law requires that the Company's
Audit Committee have in place procedures for the receipt, retention
and treatment of complaints concerning accounting, internal accounting
controls, or auditing matters and procedures for Covered Persons to
anonymously submit their concerns regarding questionable accounting or
auditing matters.
Complaints concerning accounting, internal accounting controls or
auditing matters will be directed to the attention of the Audit
Committee, or the appropriate members of that committee. For direct
access to the Company's Audit Committee, please address complaints
regarding accounting, internal accounting controls, or auditing
matters to:
Audit Committee
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, California 94403
Complaints or concerns regarding accounting or auditing matters may
also be made to the Compliance and Ethics Hot-Line at 1-800-636-6592.
Calls to the Compliance and Ethics Hot-Line may be made anonymously.
17. WAIVERS OF THE CODE.
(a) WAIVERS BY DIRECTORS AND EXECUTIVE OFFICERS. Any change in or waiver
of this Code for Directors or Executive Officers of the Company may be
made only by the Board or a committee thereof in the manner described
in Section 17(d) below, and any such waiver (including any implicit
waiver) shall be promptly disclosed to shareholders as required by the
corporate governance listing standards of the New York Stock Exchange
and other applicable laws, rules and regulations.
(b) WAIVERS BY OTHER COVERED PERSONS. Any requests for waivers of this
Code for Covered Persons other than Directors and Executive Officers
of the Company may be made to the Legal Compliance Department in the
manner described in Section 17(e) below.
(c) DEFINITION OF WAIVER. For the purposes of the Code, the term "waiver"
shall mean a material departure from a provision of the Code. An
"implicit waiver" shall mean the failure of the Company to take action
within a reasonable period of time regarding a material departure from
a provision of the Code that has been made known to an Executive
Officer.
(d) MANNER FOR REQUESTING DIRECTOR AND EXECUTIVE OFFICER WAIVERS.
(i) REQUEST AND CRITERIA. If a Director or Executive Officer wishes
to request a waiver of this Code, the Director or Executive
Officer may submit to the Director of Global Compliance or the
Legal Compliance Department a written request for a waiver of the
Code only if he/she can demonstrate that such a waiver:
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(A) is necessary to alleviate undue hardship or in view of
unforeseen circumstances or is otherwise appropriate under
all the relevant facts and circumstances;
(B) will not be inconsistent with the purposes and objectives of
the Code;
(C) will not adversely affect the interests of clients of the
Company or the interests of the Company; and
(D) will not result in a transaction or conduct that would
violate provisions of applicable laws or regulations.
(ii) DISCRETIONARY WAIVER AND RESPONSE. The Legal Compliance
Department will forward the waiver request to the Board or a
committee thereof for consideration. Any decision to grant a
waiver from the Code shall be at the sole and absolute discretion
of the Board or committee thereof, as appropriate. The Secretary
of the Company will advise the Legal Compliance Department in
writing of the Board's decision regarding the waiver, including
the grounds for granting or denying the waiver request. The Legal
Compliance Department shall promptly advise the Director or
Executive Officer in writing of the Board's decision.
(e) MANNER FOR REQUESTING OTHER COVERED PERSON WAIVERS.
(i) REQUEST AND CRITERIA. If a Covered Person who is a non-director
and non-Executive Officer wishes to request a waiver of this
Code, the Covered Person may submit to the Legal Compliance
Department a written request for a waiver of the Code only if
he/she can demonstrate that such a waiver would satisfy the same
criteria set forth in Section 17(d).
(ii) DISCRETIONARY WAIVER AND RESPONSE. The Legal Compliance
Department shall forward the waiver request to the General
Counsel of the Company for consideration. The decision to grant a
waiver request shall be at the sole and absolute discretion of
the General Counsel of the Company. The General Counsel will
advise the Legal Compliance Department in writing of his/her
decision regarding the waiver, including the grounds for granting
or denying the waiver request. The Legal Compliance Department
shall promptly advise the Covered Person in writing of the
General Counsel's decision.
18. INTERNAL USE. The Code is intended solely for the internal use by the
Company and does not constitute an admission, by or on behalf of the
Company, as to any fact, circumstance, or legal conclusion.
19. OTHER POLICIES AND PROCEDURES. The "Code of Ethics and Policy Statement on
Insider Trading" under Rule 17j-1 pursuant to the Investment Company Act
and other policies and procedures adopted by the Company are additional
requirements that apply to Covered Persons.
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