Scudder/DeAM Funds
Principal Executive and Principal Financial Officer Code of Ethics
For the Registered Management Investment Companies
Listed on Appendix A
Effective Date
[January 31, 2005]
Table of Contents
Page Number
I. Overview..................................................................3
II. Purposes of the Officer Code..............................................3
III. Responsibilities of Covered Officers......................................4
A. Honest and Ethical Conduct................................................4
B. Conflicts of Interest.....................................................4
C. Use of Personal Fund Shareholder Information..............................6
D. Public Communications.....................................................6
E. Compliance with Applicable Laws, Rules and Regulations....................6
IV. Violation Reporting.......................................................7
A. Overview..................................................................7
B. How to Report.............................................................7
C. Process for Violation Reporting to the Fund Board.........................7
D. Sanctions for Code Violations.............................................7
V. Waivers from the Officer Code.............................................7
VI. Amendments to the Code....................................................8
VII. Acknowledgement and Certification of Adherence to the Officer Code........8
IX. Recordkeeping.............................................................8
X. Confidentiality...........................................................9
Appendices........................................................................10
Appendix A: List of Officers Covered under the Code, by Board.................10
Appendix B: Officer Code Acknowledgement and Certification Form...............11
Appendix C: Definitions.......................................................13
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I. Overview
This Principal Executive Officer and Principal Financial Officer Code of
Ethics ("Officer Code") sets forth the policies, practices, and values
expected to be exhibited in the conduct of the Principal Executive Officers
and Principal Financial Officers of the investment companies ("Funds") they
serve ("Covered Officers"). A list of Covered Officers and Funds is
included on Appendix A.
The Boards of the Funds listed on Appendix A have elected to implement the
Officer Code, pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 and
the SEC's rules thereunder, to promote and demonstrate honest and ethical
conduct in their Covered Officers.
Deutsche Asset Management, Inc. or its affiliates ("DeAM") serves as the
investment adviser to each Fund. All Covered Officers are also employees of
DeAM or an affiliate. Thus, in addition to adhering to the Officer Code,
these individuals must comply with DeAM policies and procedures, such as
the DeAM Code of Ethics governing personal trading activities, as adopted
pursuant to Rule 17j-1 under the Investment Company Act of 1940.^1 In
addition, such individuals also must comply with other applicable Fund
policies and procedures.
The DeAM Compliance Officer, who shall not be a Covered Officer and who
shall serve as such subject to the approval of the Fund's Board (or
committee thereof), is primarily responsible for implementing and enforcing
this Code. The Compliance Officer has the authority to interpret this
Officer Code and its applicability to particular circumstances. Any
questions about the Officer Code should be directed to the DeAM Compliance
Officer.
The DeAM Compliance Officer and his or her contact information can be found
in Appendix A.
II. Purposes of the Officer Code
The purposes of the Officer Code are to deter wrongdoing and to:
o promote honest and ethical conduct among Covered Officers, including
the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships;
o promote full, fair, accurate, timely and understandable disclosures in
reports and documents that the Funds file with or submit to the SEC
(and in other public communications from the Funds) and that are
within the Covered Officer's responsibilities;
o promote compliance with applicable laws, rules and regulations;
o encourage the prompt internal reporting of violations of the Officer
Code to the DeAM Compliance Officer; and
o establish accountability for adherence to the Officer Code.
Any questions about the Officer Code should be referred to DeAM's
Compliance Officer.
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^1 The obligations imposed by the Officer Code are separate from, and in
addition to, any obligations imposed under codes of ethics adopted pursuant to
Rule 17j-1 under the Investment Company Act of 1940, and any other code of
conduct applicable to Covered Officers in whatever capacity they serve. The
Officer Code does not incorporate any of those other codes and, accordingly,
violations of those codes will not necessarily be considered violations of the
Officer Code and waivers granted under those codes would not necessarily require
a waiver to be granted under this Code. Sanctions imposed under those codes may
be considered in determining appropriate sanctions for any violation of this
Code.
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III. Responsibilities of Covered Officers
A. Honest and Ethical Conduct
It is the duty of every Covered Officer to encourage and demonstrate honest
and ethical conduct, as well as adhere to and require adherence to the
Officer Code and any other applicable policies and procedures designed to
promote this behavior. Covered Officers must at all times conduct
themselves with integrity and distinction, putting first the interests of
the Fund(s) they serve. Covered Officers must be honest and candid while
maintaining confidentiality of information where required by law, DeAM
policy or Fund policy.
Covered Officers also must, at all times, act in good faith, responsibly
and with due care, competence and diligence, without misrepresenting or
being misleading about material facts or allowing their independent
judgment to be subordinated. Covered Officers also should maintain skills
appropriate and necessary for the performance of their duties for the
Fund(s). Covered Officers also must responsibly use and control all Fund
assets and resources entrusted to them.
Covered Officers may not retaliate against others for, or otherwise
discourage the reporting of, actual or apparent violations of the Officer
Code or applicable laws or regulations. Covered Officers should create an
environment that encourages the exchange of information, including concerns
of the type that this Code is designed to address.
B. Conflicts of Interest
A "conflict of interest" occurs when a Covered Officer's personal interests
interfere with the interests of the Fund for which he or she serves as an
officer. Covered Officers may not improperly use their position with a Fund
for personal or private gain to themselves, their family, or any other
person. Similarly, Covered Officers may not use their personal influence or
personal relationships to influence decisions or other Fund business or
operational matters where they would benefit personally at the Fund's
expense or to the Fund's detriment. Covered Officers may not cause the Fund
to take action, or refrain from taking action, for their personal benefit
at the Fund's expense or to the Fund's detriment. Some examples of
conflicts of interest follow (this is not an all-inclusive list): being in
the position of supervising, reviewing or having any influence on the job
evaluation, pay or benefit of any immediate family member who is an
employee of a Fund service provider or is otherwise associated with the
Fund; or having an ownership interest in, or having any consulting or
employment relationship with, any Fund service provider other than DeAM or
its affiliates.
Certain conflicts of interest covered by this Code arise out of the
relationships between Covered Officers and the Fund that already are
subject to conflict of interest provisions in the Investment Company Act
and the Investment Advisers Act. For example, Covered Officers may not
individually engage in certain transactions (such as the purchase or sale
of securities or other property) with the Fund because of their status as
"affiliated persons" of the Fund. Covered Officers must comply with
applicable laws and regulations. Therefore, any violations of existing
statutory and regulatory prohibitions on individual behavior could be
considered a violation of this Code.
As to conflicts arising from, or as a result of the advisory relationship
(or any other relationships) between the Fund and DeAM, of which the
Covered Officers are also officers or employees, it is recognized by the
Board that, subject to DeAM's fiduciary duties to the Fund, the Covered
Officers will in the normal course of their duties (whether formally for
the Fund or for DeAM, or for both) be involved in establishing policies and
implementing decisions which will have different effects on
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DeAM and the Fund. The Board recognizes that the participation of the
Covered Officers in such activities is inherent in the contract
relationship between the Fund and DeAM, and is consistent with the
expectation of the Board of the performance by the Covered Officers of
their duties as officers of the Fund.
Covered Officers should avoid actual conflicts of interest, and appearances
of conflicts of interest, between the Covered Officer's duties to the Fund
and his or her personal interests beyond those contemplated or anticipated
by applicable regulatory schemes. If a Covered Officer suspects or knows of
a conflict or an appearance of one, the Covered Officer must immediately
report the matter to the DeAM Compliance Officer. If a Covered Officer, in
lieu of reporting such a matter to the DeAM Compliance Officer, may report
the matter directly to the Fund's Board (or committee thereof), as
appropriate (e.g., if the conflict involves the DeAM Compliance Officer or
the Covered Officer reasonably believes it would be futile to report the
matter to the DeAM Compliance Officer).
When actual, apparent or suspected conflicts of interest arise in
connection with a Covered Officer, DeAM personnel aware of the matter
should promptly contact the DeAM Compliance Officer. There will be no
reprisal or retaliation against the person reporting the matter.
Upon receipt of a report of a possible conflict, the DeAM Compliance
Officer will take steps to determine whether a conflict exists. In so
doing, the DeAM Compliance Officer may take any actions he or she
determines to be appropriate in his or her sole discretion and may use all
reasonable resources, including retaining or engaging legal counsel,
accounting firms or other consultants, subject to applicable law.^2 The
costs associated with such actions may be borne by the Fund, if
appropriate, after consultation with the Fund's Board (or committee
thereof). Otherwise, such costs will be borne by DeAM or other appropriate
Fund service provider.
After full review of a report of a possible conflict of interest, the DeAM
Compliance Officer may determine that no conflict or reasonable appearance
of a conflict exists. If, however, the DeAM Compliance Officer determines
that an actual conflict exists, the Compliance Officer will resolve the
conflict solely in the interests of the Fund, and will report the conflict
and its resolution to the Fund's Board (or committee thereof). If the DeAM
Compliance Officer determines that the appearance of a conflict exists, the
DeAM Compliance Officer will take appropriate steps to remedy such
appearance. In lieu of determining whether a conflict exists and/or
resolving a conflict, the DeAM Compliance Officer instead may refer the
matter to the Fund's Board (or committee thereof), as appropriate. However,
the DeAM Compliance Officer must refer the matter to the Fund's Board (or
committee thereof) if the DeAM Compliance Officer is directly involved in
the conflict or under similar appropriate circumstances.
After responding to a report of a possible conflict of interest, the DeAM
Compliance Officer will discuss the matter with the person reporting it
(and with the Covered Officer at issue, if different) for purposes of
educating those involved on conflicts of interests (including how to detect
and avoid them, if appropriate).
Appropriate resolution of conflicts may restrict the personal activities of
the Covered Officer and/or his family, friends or other persons.
Solely because a conflict is disclosed to the DeAM Compliance Officer
(and/or the Board or Committee thereof) and/or resolved by the DeAM
Compliance Officer does not mean that the conflict or its resolution
constitutes a waiver from the Code's requirements.
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^2 For example, retaining a Fund's independent accounting firm may require
pre-approval by the Fund's audit committee.
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Any questions about conflicts of interests, including whether a particular
situation might be a conflict or an appearance of one, should be directed
to the DeAM Compliance Officer.
C. Use of Personal Fund Shareholder Information
A Covered Officer may not use or disclose personal information about Fund
shareholders, except in the performance of his or her duties for the Fund.
Each Covered Officer also must abide by the Funds' and DeAM's privacy
policies under SEC Regulation S-P.
D. Public Communications
In connection with his or her responsibilities for or involvement with a
Fund's public communications and disclosure documents (e.g., shareholder
reports, registration statements, press releases), each Covered Officer
must provide information to Fund service providers (within the DeAM
organization or otherwise) and to the Fund's Board (and any committees
thereof), independent auditors, government regulators and self-regulatory
organizations that is fair, accurate, complete, objective, relevant, timely
and understandable.
Further, within the scope of their duties, Covered Officers having direct
or supervisory authority over Fund disclosure documents or other public
Fund communications will, to the extent appropriate within their area of
responsibility, endeavor to ensure full, fair, timely, accurate and
understandable disclosure in Fund disclosure documents. Such Covered
Officers will oversee, or appoint others to oversee, processes for the
timely and accurate creation and review of all public reports and
regulatory filings. Within the scope of his or her responsibilities as a
Covered Officer, each Covered Officer also will familiarize himself or
herself with the disclosure requirements applicable to the Fund, as well as
the business and financial operations of the Fund. Each Covered Officer
also will adhere to, and will promote adherence to, applicable disclosure
controls, processes and procedures, including DeAM's Disclosure Controls
and Procedures, which govern the process by which Fund disclosure documents
are created and reviewed.
To the extent that Covered Officers participate in the creation of a Fund's
books or records, they must do so in a way that promotes the accuracy,
fairness and timeliness of those records.
E. Compliance with Applicable Laws, Rules and Regulations
In connection with his or her duties and within the scope of his or her
responsibilities as a Covered Officer, each Covered Officer must comply
with governmental laws, rules and regulations, accounting standards, and
Fund policies/procedures that apply to his or her role, responsibilities
and duties with respect to the Funds ("Applicable Laws"). These
requirements do not impose on Covered Officers any additional substantive
duties. Additionally, Covered Officers should promote compliance with
Applicable Laws.
If a Covered Officer knows of any material violations of Applicable Laws or
suspects that such a violation may have occurred, the Covered Officer is
expected to promptly report the matter to the DeAM Compliance Officer.
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IV. Violation Reporting
A. Overview
Each Covered Officer must promptly report to the DeAM Compliance Officer,
and promote the reporting of, any known or suspected violations of the
Officer Code. Failure to report a violation may be a violation of the
Officer Code.
Examples of violations of the Officer Code include, but are not limited to,
the following:
o Unethical or dishonest behavior
o Obvious lack of adherence to policies surrounding review and approval
of public communications and regulatory filings
o Failure to report violations of the Officer Code
o Known or obvious deviations from Applicable Laws
o Failure to acknowledge and certify adherence to the Officer Code
The DeAM Compliance Officer has the authority to take any and all action he
or she considers appropriate in his or her sole discretion to investigate
known or suspected Code violations, including consulting with the Fund's
Board, the independent Board members, a Board committee, the Fund's legal
counsel and/or counsel to the independent Board members. The Compliance
Officer also has the authority to use all reasonable resources to
investigate violations, including retaining or engaging legal counsel,
accounting firms or other consultants, subject to applicable law.^3 The
costs associated with such actions may be borne by the Fund, if
appropriate, after consultation with the Fund's Board (or committee
thereof). Otherwise, such costs will be borne by DeAM.
B. How to Report
Any known or suspected violations of the Officer Code must be promptly
reported to the DeAM Compliance Officer.
C. Process for Violation Reporting to the Fund Board
The DeAM Compliance Officer will promptly report any violations of the Code
to the Fund's Board (or committee thereof).
D. Sanctions for Code Violations
Violations of the Code will be taken seriously. In response to reported or
otherwise known violations, DeAM and the relevant Fund's Board may impose
sanctions within the scope of their respective authority over the Covered
Officer at issue. Sanctions imposed by DeAM could include termination of
employment. Sanctions imposed by a Fund's Board could include termination
of association with the Fund.
V. Waivers from the Officer Code
A Covered Officer may request a waiver from the Officer Code by
transmitting a written request for a waiver to the DeAM Compliance
Officer.^4 The request must include the rationale for the request and must
explain how the waiver would be in furtherance of the standards of conduct
described in and underlying purposes of the Officer Code. The DeAM
Compliance Officer will present this information
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^3 For example, retaining a Fund's independent accounting firm may require
pre-approval by the Fund's audit committee.
^4 Of course, it is not a waiver of the Officer Code if the Fund's Board (or
committee thereof) determines that a matter is not a deviation from the Officer
Code's requirements or is otherwise not covered by the Code.
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to the Fund's Board (or committee thereof). The Board (or committee) will
determine whether to grant the requested waiver. If the Board (or
committee) grants the requested waiver, the DeAM Compliance Officer
thereafter will monitor the activities subject to the waiver, as
appropriate, and will promptly report to the Fund's Board (or committee
thereof) regarding such activities, as appropriate.
The DeAM Compliance Officer will coordinate and facilitate any required
public disclosures of any waivers granted or any implicit waivers.
VI. Amendments to the Code
The DeAM Compliance Officer will review the Officer Code from time to time
for its continued appropriateness and will propose any amendments to the
Fund's Board (or committee thereof) on a timely basis. In addition, the
Board (or committee thereof) will review the Officer Code at least annually
for its continued appropriateness and may amend the Code as necessary or
appropriate.
The DeAM Compliance Officer will coordinate and facilitate any required
public disclosures of Code amendments.
VII. Acknowledgement and Certification of Adherence to the Officer Code
Each Covered Officer must sign a statement upon appointment as a Covered
Officer and annually thereafter acknowledging that he or she has received
and read the Officer Code, as amended or updated, and confirming that he or
she has complied with it (see Appendix B: Acknowledgement and Certification
of Obligations Under the Officer Code).
Understanding and complying with the Officer Code and truthfully completing
the Acknowledgement and Certification Form is each Covered Officer's
obligation.
The DeAM Compliance Officer will maintain such Acknowledgements in the
Fund's books and records.
VIII. Scope of Responsibilities
A Covered Officer's responsibilities under the Officer Code are limited to:
(1) Fund matters over which the Officer has direct responsibility or
control, matters in which the Officer routinely participates, and
matters with which the Officer is otherwise involved (i.e.,
matters within the scope of the Covered Officer's
responsibilities as a Fund officer); and
(2) Fund matters of which the Officer has actual knowledge.
IX. Recordkeeping
The DeAM Compliance Officer will create and maintain appropriate records
regarding the implementation and operation of the Officer Code, including
records relating to conflicts of interest determinations and investigations
of possible Code violations.
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X. Confidentiality
All reports and records prepared or maintained pursuant to this Officer
Code shall be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Officer Code, such
matters shall not be disclosed to anyone other than the DeAM Compliance
Officer, the Fund's Board (or committee thereof), legal counsel,
independent auditors, and any consultants engaged by the Compliance
Officer.
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Appendices
Appendix A:
List of Officers Covered under the Code, by Board:
============================== ============================== =========================== ==========================
Fund Board Principal Executive Officers Principal Financial Treasurer
Officers
- ------------------------------ ------------------------------ --------------------------- --------------------------
Boston Julian Sluyters Paul Schubert Charles Rizzo
- ------------------------------ ------------------------------ --------------------------- --------------------------
Chicago Julian Sluyters Paul Schubert Charles Rizzo
- ------------------------------ ------------------------------ --------------------------- --------------------------
Closed End (except Germany) Julian Sluyters Paul Schubert Charles Rizzo
- ------------------------------ ------------------------------ --------------------------- --------------------------
New York Julian Sluyters Paul Schubert Charles Rizzo
- ------------------------------ ------------------------------ --------------------------- --------------------------
MSIS Julian Sluyters Paul Schubert Charles Rizzo
- ------------------------------ ------------------------------ --------------------------- --------------------------
Hedge Strategies Fund Julian Sluyters Alexandra A. Toohey Alexandra A. Toohey
- ------------------------------ ------------------------------ --------------------------- --------------------------
Germany* Julian Sluyters Paul Schubert Charles Rizzo
- ------------------------------ ------------------------------ --------------------------- --------------------------
Topiary BPI Julian Sluyters Alexandra A. Toohey Alexandra A. Toohey
============================== ============================== =========================== ==========================
* Central Europe and Russia, Germany, and New Germany Funds
DeAM Compliance Officer:
Name: Joseph Yuen
DeAM Department: Compliance
Phone Numbers: 212-454-7443
Fax Numbers: 212-468-5033
As of: [September 30], 2004
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Appendix B: Acknowledgement and Certification
Initial Acknowledgement and Certification
of Obligations Under the Officer Code
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Print Name Department Location Telephone
1. I acknowledge and certify that I am a Covered Officer under the
Scudder Fund Principal Executive and Financial Officer Code of Ethics
("Officer Code"), and therefore subject to all of its requirements and
provisions.
2. I have received and read the Officer Code and I understand the
requirements and provisions set forth in the Officer Code.
3. I have disclosed any conflicts of interest of which I am aware to the
DeAM Compliance Officer.
4. I will act in the best interest of the Funds for which I serve as an
officer and have maintained the confidentiality of personal
information about Fund shareholders.
5. I will report any known or suspected violations of the Officer Code in
a timely manner to the DeAM Compliance Officer.
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Signature Date
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Annual Acknowledgement and Certification
of Obligations Under the Officer Code
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Print Name Department Location Telephone
6. I acknowledge and certify that I am a Covered Officer under the
Scudder Fund Principal Executive and Financial Officer Code of Ethics
("Officer Code"), and therefore subject to all of its requirements and
provisions.
7. I have received and read the Officer Code, and I understand the
requirements and provisions set forth in the Officer Code.
8. I have adhered to the Officer Code.
9. I have not knowingly been a party to any conflict of interest, nor
have I had actual knowledge about actual or apparent conflicts of
interest that I did not report to the DeAM Compliance Officer in
accordance with the Officer Code's requirements.
10. I have acted in the best interest of the Funds for which I serve as an
officer and have maintained the confidentiality of personal
information about Fund shareholders.
11. With respect to the duties I perform for the Fund as a Fund officer, I
believe that effective processes are in place to create and file
public reports and documents in accordance with applicable
regulations.
12. With respect to the duties I perform for the Fund as a Fund officer, I
have complied to the best of my knowledge with all Applicable Laws (as
that term is defined in the Officer Code) and have appropriately
monitored those persons under my supervision for compliance with
Applicable Laws.
13. I have reported any known or suspected violations of the Officer Code
in a timely manner to the DeAM Compliance Officer.
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Signature Date
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Appendix C: Definitions
Principal Executive Officer
Individual holding the office of President of the Fund or series of Funds,
or a person performing a similar function.
Principal Financial Officer
Individual holding the office of Treasurer of the Fund or series of Funds,
or a person performing a similar function.
Registered Investment Management Investment Company
Registered investment companies other than a face-amount certificate company
or a unit investment trust.
Waiver
A waiver is an approval of an exemption from a Code requirement.
Implicit Waiver
An implicit waiver is the failure to take action within a reasonable period
of time regarding a material departure from a requirement or provision of
the Officer Code that has been made known to the DeAM Compliance Officer or
the Fund's Board (or committee thereof).
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