Scudder/DeAM Funds
Principal Executive and Principal Financial Officer Code of Ethics
For the Registered Management Investment Companies
Listed on Appendix A
Effective Date
[October, 2005 v1.0]
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 Principal Financial Treasurer
Officers Officers
- ------------------------------ --------------------- --------------------- --------------------
Boston Vincent Esposito Paul Schubert Paul Schubert
- ------------------------------ --------------------- --------------------- --------------------
Chicago Vincent Esposito Paul Schubert Paul Schubert
- ------------------------------ --------------------- --------------------- --------------------
Closed End (except Germany) Julian Sluyters Paul Schubert Paul Schubert
- ------------------------------ --------------------- --------------------- --------------------
Korea Julian Sluyters Paul Schubert Paul Schubert
- ------------------------------ --------------------- --------------------- --------------------
New York Vincent Esposito Paul Schubert Paul Schubert
- ------------------------------ --------------------- --------------------- --------------------
MSIS Julian Sluyters Paul Schubert Paul Schubert
- ------------------------------ --------------------- --------------------- --------------------
Hedge Strategies Fund Pam Kiernan Marielena Glassman Marielena Glassman
- ------------------------------ --------------------- --------------------- --------------------
Germany* Vincent Esposito Paul Schubert Paul Schubert
- ------------------------------ --------------------- --------------------- --------------------
Topiary BPI Pam Kiernan Marielena Glassman Marielena Glassman
============================== ===================== ===================== ====================
* 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: 212-454-4703
As of: October, 2005
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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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