EX-99.CODE ETH
MORGAN KEEGAN SELECT FUND, INC.
REGIONS MORGAN KEEGAN SELECT FUNDS
RMK ADVANTAGE INCOME FUND, INC.
RMK HIGH INCOME FUND, INC.
RMK STRATEGIC INCOME FUND, INC.
CODE OF ETHICS FOR
PRINCIPAL EXECUTIVE AND
PRINCIPAL FINANCIAL OFFICERS
I. Covered Officers/Purpose of the Code
This code of ethics (this "Code") of Morgan Keegan Select Fund, Inc., Regions
Morgan Keegan Select Funds, RMK Advantage Income Fund, Inc., RMK High Income
Fund, Inc. and RMK Strategic Income Fund, Inc. (each, a "Fund" and collectively,
the "Funds") applies to each Fund's Principal Executive Officer ("President")
and Principal Financial Officer ("Treasurer") (the "Covered Officers" each of
whom are set forth in Attachment A) 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 the Fund files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by the Fund;
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, the 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 Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 (the "Investment Company Act")
and the Investment Advisers Act of 1940 (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. Each Covered
Officer is an officer or employee of the investment adviser or a service
provider ("Service Provider") to the Fund. The Fund's, the investment adviser's
and the Service Provider'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 Fund and the investment adviser and the Service Provider 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 Fund, for the investment adviser or for the Service
Provider), be involved in establishing policies and implementing decisions which
will have different effects on the investment adviser, the Service Provider and
the Fund. The participation of the Covered Officers in such activities is
inherent in the contractual relationship between the Fund and the investment
adviser and the Service Provider and is consistent with the performance by the
Covered Officers of their duties as officers of the Fund. Thus, if such
participation is performed in conformity with the provisions of the Investment
Company Act and the Investment Advisers Act, it will be deemed to have been
handled ethically. In addition, it is recognized by the Fund's Board of
Directors/Trustees (the "Board") that the Covered Officers may also be officers
or employees 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 the Fund.
* * * *
2
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 for
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 conflict of interest situations that may be discussed, if
material, with the Fund's Compliance Officer for the Code. Examples of these
include:
o service as a director/trustee on the board of any public or
private company;
o the receipt of any non-nominal gifts;
o the receipt of any entertainment from any company with which the
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 (or other formulation as the Fund already uses in
another code of conduct);
o any ownership interest in, or any consulting or employment
relationship with, any of the Fund's service providers, other than
its investment adviser, any sub-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 Fund 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 & Compliance
o Each Covered Officer should familiarize himself with the
disclosure requirements generally applicable to the Fund;
o Each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Fund to others, whether
within or outside the Fund, including to the Fund's
directors/trustees 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 Fund and the Fund's adviser or any sub-adviser with the
goal of promoting full, fair, accurate, timely and understandable
disclosure in the reports and documents the Fund files with, or
submit to, the SEC and in other public communications made by the
Fund; 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.
3
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 employee or Covered Officer or their
affiliated persons for reports of potential violations that are
made in good faith;
o notify the Fund's Compliance Officer promptly if he knows of any
violation of this Code. Failure to do so is itself a violation of
this Code; and
o report at least annually any change in his affiliations from the
prior year.
The Fund's Compliance Officer 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. However, any approvals or
waivers sought by the Principal Executive Officer will be considered by the
Fund's Board or a designated committee thereof (the "Committee").
The Fund will follow these procedures in investigating and enforcing this Code:
o the Fund's Compliance Officer will take all appropriate action to
investigate any potential violations reported to him;
o if, after such investigation, the Compliance Officer believes that
no violation has occurred, the Compliance Officer is not required
to take any further action;
o any matter that the Compliance Officer believes is a violation
will be reported to the Committee;
o if the Committee concurs that a violation has occurred, it will
make a recommendation to the Board, which will consider
appropriate action, which may include review of, and appropriate
modifications to, applicable policies and procedures; notification
to appropriate personnel of the Service Provider or the investment
adviser or its board; or a recommendation to dismiss the Covered
Officer;
o the Committee 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 of 2002 and the rules and forms applicable
to registered investment companies thereunder. Insofar as other policies or
procedures of the Funds, the Funds' adviser, any sub-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
superceded by this Code to the extent that they overlap or conflict with the
4
provisions of this Code. The Funds and their investment advisers' and principal
underwriters' codes of ethics under Rule 17j-1 under the Investment Company Act
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 Exhibit A, must be
approved or ratified by a majority vote of the Fund's Board, including a
majority of independent directors/trustees.
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 the appropriate Board and its counsel, the
investment adviser and the respective Service Providers.
5
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.
Revised: November 3, 2004
6
EXHIBIT A
PERSONS COVERED BY THIS CODE OF ETHICS
(REVISED NOVEMBER 3, 2004)
For Morgan Keegan Select Fund, Inc.
- -----------------------------------
Principal Executive Officer and President - Carter E. Anthony
Principal Financial Officer and Treasurer - Joseph C. Weller
For Regions Morgan Keegan Select Funds
- --------------------------------------
Principal Executive Officer and President - Carter E. Anthony
Principal Financial Officer and Treasurer - Joseph C. Weller
For RMK Advantage Income Fund, Inc.
- -----------------------------------
Principal Executive Officer and President - Carter E. Anthony
Principal Financial Officer and Treasurer - Joseph C. Weller
For RMK High Income Fund, Inc.
- ------------------------------
Principal Executive Officer and President - Carter E. Anthony
Principal Financial Officer and Treasurer - Joseph C. Weller
For RMK Strategic Income Fund, Inc.
- -----------------------------------
Principal Executive Officer and President - Carter E. Anthony
Principal Financial Officer and Treasurer - Joseph C. Weller