EX-99.CERT 11(a)(1)
REICH & TANG FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This code of ethics (the "Code") applies to the Principal Executive Officer and
Principal Financial Officer (the "Covered Officers," each of whom are set forth
in Exhibit A) of the Reich & Tang Funds listed in Exhibit B (each a "Fund" and
collectively, the "Funds") for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by the Funds;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF
INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his service to, a Fund. For
example, a conflict of interest would arise if a Covered Officer, or a member of
his family, receives improper personal benefits as a result of his position with
the Fund.
Certain conflicts of interest arise out of the relationships between Covered
Officers and the Funds and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment Company Act") and
the Investment Advisers Act of 1940 ("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 Funds because of
their status as "affiliated persons" of the Funds. The Funds' and the investment
adviser's compliance programs and procedures are designed to prevent, or
identify and correct, violations of these provisions. This Code does not, and is
not intended to, repeat or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal benefit,
conflicts arise from, or as a result of, the contractual relationship between
the Funds and the investment adviser, of which the Covered Officers are also
officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Funds or for the adviser, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the adviser and the
Funds. The participation of the Covered Officers in such activities is inherent
in the contractual relationship between the Funds and the adviser and is
consistent with the performance by the Covered Officers of their duties as
officers of the Funds. Thus, if performed in conformity with the provisions of
the Investment Company Act and the Investment Advisers Act, such activities will
be deemed to have been handled ethically. In addition, it is recognized by the
Funds' Boards of Directors/Trustees (the "Boards") that the Covered Officers may
also be officers of one or more other investment companies covered by this or
other codes.
Other conflicts of interest are covered by the Code, even if such conflicts of
interest are not subject to provisions in the Investment Company Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of a Fund.
* * * *
Each Covered Officer must:
o not use his personal influence or personal relationships
improperly to influence investment decisions or financial
reporting by the Fund whereby the Covered Officer would benefit
personally to the detriment of the Fund;
o not cause the Fund to take action, or fail to take action, for
the individual personal benefit of the Covered Officer rather
than the benefit of the Fund; and
o not use material non-public knowledge of portfolio transactions
made or contemplated for the Fund to trade personally or cause
others to trade personally in contemplation of the market effect
of such transactions.
There are some potential conflict of interest situations that should be
discussed with Fund counsel in order to determine whether these situations pose
a material risk of causing detriment to the Funds. Examples of these include:
o service as a director on the board of any public or private
company;
o the receipt of any non-nominal gifts from any company with which
a Fund has current or prospective business dealings, to the
extent the situation is not addressed by a Fund's 17j-1 Code of
Ethics or the investment adviser's Code of Ethics;
o the receipt of any entertainment from any company with which a
Fund has current or prospective business dealings unless such
entertainment is business-related, reasonable in cost,
appropriate as to time and place, and not so frequent as to raise
any question of impropriety, to the extent the situation is not
addressed by a Fund's 17j-1 Code of Ethics or the investment
adviser's Code of Ethics;
o any ownership interest in, or any consulting or employment
relationship with, any of the Funds' service providers, other
than its investment adviser, principal underwriter, administrator
or any affiliated person thereof; and
o a direct or indirect financial interest in commissions,
transaction charges or spreads paid by the Funds for effecting
portfolio transactions or for selling or redeeming shares other
than an interest arising from the Covered Officer's employment,
such as compensation or equity ownership.
III. DISCLOSURE AND COMPLIANCE
o Each Covered Officer should familiarize himself with the
disclosure requirements generally applicable to the Funds;
o each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Funds to others, whether
within or outside the Funds, including to the Fund's directors
and auditors, and to governmental regulators and self-regulatory
organizations;
o each Covered Officer should, to the extent appropriate within his
area of responsibility, consult with other officers and employees
of the Funds and the adviser with the goal of promoting full,
fair, accurate, timely and understandable disclosure in the
reports and documents the Funds file with, or submit to, the SEC
and in other public communications made by the Funds;
o each Covered Officer should comply with his or her obligations
under the Funds' Disclosure Controls and Procedures and
certification requirements relating to the reports on Form N-CSR
(certified shareholder reports) and on Form N-Q (quarterly
schedule of portfolio holdings) that the Funds are required to
file; and
o it is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by
applicable laws, rules and regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of the Code (or thereafter as applicable, upon
becoming a Covered Officer), affirm in writing to the Board that
he has received, read, and understands the Code;
o annually thereafter affirm to the Board that he has complied with
the requirements of the Code;
o not retaliate against any other Covered Officer or any employee
of the Funds or their affiliated persons for reports of potential
violations that are made in good faith; and
o notify the Audit Committee promptly if he knows of any violation
of this Code. Failure to do so is itself a violation of this
Code.
Fund counsel is responsible for applying this Code to specific situations in
which questions are presented under it and has the authority to interpret this
Code in any particular situation. Any approvals or waivers(1) sought by the
Covered Officers must be considered Fund counsel.
The Funds will follow these procedures in investigating and enforcing this Code:
o Fund counsel will take all appropriate action to investigate any
potential violations reported to it;
o if, after such investigation, Fund counsel believes that no
violation has occurred, Fund counsel is not required to take any
further action;
o if Fund counsel determines that a violation has occurred it will
inform and make a recommendation to the full Board, which will
consider appropriate action, which may
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(1) Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant of
a material departure from a provision of the code of ethics" and "implicit
waiver," which must also be disclosed, as "the registrant's failure to take
action within a reasonable period of time regarding a material departure from a
provision of the code of ethics that has been made known to an executive
officer" of the registrant.
include (i) review of, and appropriate modifications to,
applicable policies and procedures; (ii) notification to
appropriate personnel of the investment adviser or its board; or
(iii) a recommendation to dismiss the Covered Officer;
o Fund counsel will be responsible for granting waivers, as
appropriate; and
o any changes to or waivers of this Code will, to the extent
required, be disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Funds for purposes of
Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to
registered investment companies thereunder. Insofar as other policies or
procedures of the Funds, the Funds' adviser, principal underwriter, or other
service providers govern or purport to govern the behavior or activities of the
Covered Officers who are subject to this Code, they are superseded by this Code
to the extent that they overlap or conflict with the provisions of this Code.
The Funds' and their investment adviser's and principal underwriter's codes of
ethics under Rule 17j-l under the Investment Company Act, and any other codes of
conduct applicable to such entities, are separate requirements applying to the
Covered Officers and others, and are not part of this Code.
VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibits A or B, must be
approved or ratified by a majority vote of the Boards.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code will be
considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than Fund counsel and the Board of Directors (and its
counsel) of a Fund where such reports or records pertain to a Covered Officer of
such Fund.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.
Adopted: July 31, 2003, as amended July 22, 2004.
EXHIBIT A
Persons Covered by this Code of Ethics
Steven W. Duff
Principal Executive Officer (all funds except Pax World Money Market Fund, Inc.)
Thomas W.Grant
Principal Executive Officer (Pax World Money Market Fund, Inc. only)
Anthony Pace
Principal Financial Officer
EXHIBIT B
California Daily Tax Free Income Fund, Inc.
Connecticut Daily Tax Free Income Fund, Inc.
Daily Tax Free Income Fund, Inc.
Delafield Fund, Inc.
Florida Daily Municipal Income Fund
Institutional Daily Income Fund, Inc.
New Jersey Daily Municipal Income Fund, Inc.
Pax World Money Market Fund, Inc.
Short Term Income Fund, Inc.