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ALGER CODE OF ETHICS
AMENDED AND RESTATED SEPTEMBER 7, 2005
ALGER CODE OF ETHICS
I. PURPOSE AND CONSTRUCTION
This Code of Ethics (the "Code") is adopted by Fred Alger Management, Inc.
("Alger Management"), Fred Alger & Company, Incorporated ("Alger & Company "),
Alger Shareholder Services, Inc. ("Shareholder Services") and each investment
company for which Alger Management serves as investment adviser (individually
referred to as a "Fund" and collectively referred to as the "Alger Funds") in
compliance with Rule 17j-1 under the Investment Company Act of 1940 to establish
standards and procedures for the detection and prevention of activities by which
persons having knowledge of recommended investments and investment restrictions
of the Alger Funds, other investment companies and other clients for which Alger
Management or its subsidiaries or affiliates act as adviser or sub-adviser
(collectively, "Advisory Clients") may abuse their fiduciary duties and
otherwise to address the conflict of interest situations contemplated by Rule
17j-1.
In general, the fiduciary principals that govern personal investment
activities reflect, at the minimum, the following: (i) the duty at all times to
place the interests of Advisory Clients first; (ii) the requirement that all
personal securities transactions be conducted consistent with the Code of Ethics
and in such a manner as to avoid any actual or potential conflict of interest or
any abuse of an Access Person's position of trust and responsibility; and (iii)
the fundamental standard that Access Persons should not take advantage of their
positions.
Violations of this policy may be grounds for disciplinary action, up to and
including dismissal and, where appropriate, referral to relevant government
authorities and self-regulatory organizations. Any circumvention of this policy
will be treated as a violation.
This Code establishes procedures designed:
(1) to prevent and detect violations of certain provisions of the
Investment Company Act of 1940, as amended (the "1940 Act"), the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and
the rules and regulations thereunder;
(2) to ensure that Access Persons comply with their fiduciary obligations
to Advisory Clients; and
(3) to prevent Access Persons with access to certain information from
engaging in investment activities that might be harmful to the
interests of Advisory Clients or that might enable Access Persons to
profit illicitly from their relationship with Alger Management and
Advisory Clients.
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II. DEFINITIONS
A. "ACCESS PERSON" means:
(1) any director, trustee or officer of the Funds, Alger
Management, Alger & Company or Shareholder Services; and
(2) all other employees of Alger Management, Alger & Company,
and Shareholder Services including; full-time consultants,
full-time contractors and long term temporary workers on
more than a six-month assignment.
B. "ADVISORY PERSON" means:
(1) any Alger Management, Alger & Company, Shareholder Services
or Fund employee (or any employee of a company in a control
relationship with these entities) who, in connection with
his or her regular functions or duties, makes, participates
in or obtains information regarding the purchase or sale of
Securities by an Advisory Client; and
(2) any natural person in a control relationship with Alger
Management, Alger & Company or an Advisory Client who
obtains information concerning recommendations made to an
Advisory Client with regard to the purchase or sale of
Securities by the Advisory Client.
C. "AFFILIATED PERSON" of another person means:
(1) any person directly or indirectly owning, controlling or
holding with power to vote five percent (5%) or more of the
outstanding voting securities of such other person;
(2) any person five percent (5%) or more of whose outstanding
voting securities are directly or indirectly owned,
controlled or held with power to vote by such other person;
(3) any person directly or indirectly controlling, controlled by
or under common control with such other person;
(4) any officer, director, partner, co-partner or employee of
such other person;
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(5) should such other person be an investment company, any
investment adviser thereof or any member of an advisory
board thereof; or
(6) should such other person be an unincorporated investment
company not having a board of directors, the depositor
thereof.
D. "BENEFICIAL OWNERSHIP" shall be determined in accordance with the
definition of "beneficial owner" set forth in Rule 16a-1(a)(2) of
the 1934 Act, I.E., a person must have a "direct or indirect
pecuniary interest" to have "Beneficial Ownership." Although the
following list is not exhaustive, under the Rule and this Code a
person generally would be regarded to be the beneficial owner of
the following securities:
(1) securities held in the person's own name;
(2) securities held with another in joint tenancy, community
property or other joint ownership;
(3) securities held by a bank or broker as nominee or custodian
on such person's behalf or pledged as collateral for a loan;
(4) securities held by members of the person's immediate family
sharing the same household ("immediate family" means any
child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or
sister-in-law, including adoptive relationships);
(5) securities held by a relative not residing in the person's
home if the person is a custodian, guardian or otherwise has
controlling influence over the purchase, sale or voting of
such securities;
(6) securities held by a trust in which the person is a
beneficiary and has or shares the power to make purchase or
sale decisions;
(7) securities held by a trust for which the person serves as a
trustee and in which the person has a pecuniary interest
(including pecuniary interests by virtue of performance fees
and by virtue of holdings by the person's immediate family);
(8) securities held by a general partnership or limited
partnership in which the person is a general partner;
(9) securities owned by a corporation in which the person has a
control position or in which the person has or shares
investment control over the portfolio securities (other than
a registered investment company);
(10) securities in a portfolio giving the person certain
performance-related related fees; or
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(11) securities held by another person or entity pursuant to any
agreement, understanding, relationship or other arrangement
giving the person any direct or indirect pecuniary interest.
E. "CONTROL" means the power to exercise a controlling influence
over the management or policies of a company, unless such power
is solely the result of an official position with such company.
Any person who owns beneficially, either directly or through one
or more controlled companies, more than twenty-five percent (25%)
of the voting securities of a company shall be presumed to
control such company. Any person who does not so own more than
twenty-five (25%) of the voting securities of any company shall
be presumed not to control such company. A natural person shall
be presumed unable to be subject to control, as defined herein.
F. "DISINTERESTED FUND DIRECTOR" means a Fund director/trustee who
is not an officer, director, trustee or employee of Alger
Management or who is not otherwise an "interested person" of such
Fund as defined in the 1940 Act, Section 2(a)(19).
G. "INVESTMENT ANALYST" means a person employed by Alger Management
as a securities analyst, research analyst or in a comparable
position who whose functions relate to providing information,
advice or recommendations to one or more Portfolio Managers.
H. "PERSONAL SECURITIES TRANSACTION" means a transaction in a
Security in which an individual has or thereby acquires
Beneficial Ownership. A person shall be considered to be
"engaging in" or "effecting" a Personal Securities Transaction if
such a Security is involved, regardless of whether the
transaction is effected by that person or by some other person
(such as an immediate family member). However, a person shall not
be considered to be "engaging in" or "effecting" a Personal
Securities Transaction if such transaction is executed through a
pre-established automatic investment plan or dividend
reinvestment plan.
I. "PORTFOLIO MANAGER" means an Alger Management employee entrusted
with the direct responsibility and authority to make investment
decisions with respect to an Advisory Client.
J. "PURCHASE OR SALE OF A SECURITY" includes any contract to
purchase or sell a Security, such as, for example, the writing of
an option to purchase or sell a Security.
K. "SECURITY" has the meaning set forth in the 1940 Act, Section
2(a)(36) (I.E., "any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest or
participation in any profit-sharing agreement, collateral-trust
certificate, pre-organization certificate or subscription,
transferable share, investment contract, voting-trust
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certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas, or other mineral rights, any put,
call, straddle, option, or privilege on any security (including a
certificate of deposit) or on any group or index of securities
(including any interest therein or based on the value thereof),
or any put, call, straddle, option, or privilege entered into on
a national securities exchange relating to foreign currency, or,
in general, any interest or instrument commonly known as a
"security", or any certificate of interest or participation in,
temporary or interim certificate for, receipt for, guarantee of,
or warrant or right to subscribe to or purchase, any of the
foregoing"), except that it shall not include:
(1) direct obligations of the U.S. government;
(2) bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt
instruments, including repurchase agreements; or
(3) shares issued by open-end investment companies other than
those advised or sub-advised by Alger Management, its
subsidiaries or affiliates.
Please note that certain securities may be subject to a
restricted list, in which case purchases and/or sales may be
prohibited.
"SECURITY HELD OR TO BE ACQUIRED" means (a) any Security which, within the most
recent fifteen (15) days (i) is or has been held by the Advisory Client or (ii)
is being considered by the Advisory Client or Alger Management for purchase by
the Advisory Client; or (b) any option to purchase or sell, and any security
convertible into or exchangeable for, any Security that is held or to be
acquired by the Advisory Client. A Security is "being considered for purchase or
sale" from the time an order is either entered by or on behalf of the Portfolio
Manager into the trading system or given by or on behalf of the Portfolio
Manager to the trading desk (in either case, known as an "open order"), until
all orders with respect to that Security are completed or withdrawn.
III. RESTRICTIONS
A. NON-DISCLOSURE OF INFORMATION. An Access Person shall not divulge to
any person contemplated or completed securities transactions of any
Advisory Client, except in the performance of his or her duties,
unless such information previously has become a matter of public
knowledge.
B. PROSCRIBED ACTIVITIES. No Access Person shall engage in any activity
prohibited by the 1940 Act, Rule 17j-1(a). As a general matter, this
provision prohibits Access Persons, in connection with the purchase or
sale, directly or indirectly, by the Access Person of a Security Held
or to be Acquired by an Advisory Client, from:
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(1) using any device, scheme or artifice to defraud any Advisory
Client;
(2) making to any Advisory Client an untrue statement of a material
fact or omitting to state a material fact necessary in order to
make the statements made, in light of the circumstances under
which they were made, not misleading;
(3) engaging in any act, practice or course of business which
operates or would operate as a fraud or deceit upon any Advisory
Client; or
(4) engaging in any manipulative practice with respect to any
Advisory Client.
The foregoing conduct also may violate other antifraud provisions of the
federal securities laws.
C. PROHIBITION ON TRADING WHILE IN POSSESSION OF MATERIAL NON-PUBLIC
INFORMATION. No Access Person may seek any benefit for himself or
herself, a Fund, or anyone else from material, non-public information
about issuers, whether or not the securities of such issuers are held
in Fund portfolios or suitable for inclusion in their portfolios. Any
Access Person who believes he or she is in possession of such
information should contact the Chief Compliance Officer IMMEDIATELY;
not trade the securities on behalf of himself or others, including
Advisory Clients; not communicate the information further inside or
outside the Alger organization; and await instructions from the Chief
Compliance Officer whether to continue the prohibitions against
trading and communication or to permit trading and communication.
Refer to the Alger Inc. Policies and Procedures Designed to Detect and
Prevent Insider Trading for more detail. This prohibition does not
preclude an Access Person from contacting officers and employees of
issuers or other investment professionals in seeking information about
issuers that is publicly available.
D. OBLIGATION TO EXERCISE BEST JUDGMENT. An Advisory Person shall act in
his or her best judgment in effecting or recommending, or deciding not
to effect or recommend any transaction on behalf of an Advisory
Client. An Advisory Person shall not take into consideration his or
her personal financial situation in connection with decisions
regarding portfolio transactions by or on behalf of an Advisory
Client.
E. GENERAL PRINCIPLES OF PERSONAL INVESTING. No Access Person shall
engage in any Personal Securities Transaction that he or she has
reason to believe will be detrimental to the best interests of any
Advisory Client. When engaging in Personal Securities Transactions, an
Access Person shall:
(1) place the interests of the Advisory Clients first;
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(2) conduct such transactions in a manner consistent with the Code
and in such a manner as to avoid any actual, potential or
perceived conflict of interest or abuse of any such person's
position of trust and responsibility as an Access Person; and
(3) not take inappropriate advantage of such person's position in
relationship to the Advisory Clients,
(4) not engage in any transactions with an Advisory Client,
(5) not utilize an excess of the employees time for personal
securities transactions or allow them to otherwise interfere with
the employee's ability to fulfill his or her job responsibilities
in the judgment of the employee's immediate supervisor.
The types of securities to which this Code applies are set forth in the
definition of Security in Section II(J) hereof. Personal Securities Transactions
involving the types of instruments excluded from that definition are not subject
to the provisions of this Code.
F. LIMITATIONS ON PERSONAL SECURITIES TRANSACTIONS.
(1) LIMITATIONS RELATED TO TIMING OF TRANSACTIONS. The timing of
Personal Securities Transactions shall be limited as follows:
A. PRE-CLEARANCE REQUIRED: An Access Person may not execute a
Personal Securities Transaction with actual knowledge that,
at the same time: (i) a Portfolio Manager or Investment
Analyst has issued a recommendation within Alger Management
that the Security be traded which has not yet been acted
upon, (ii) a Portfolio Manager intends to purchase or sell
the Security for an Advisory Client for which he is
responsible, or (iii) the Security is being "considered for
purchase or sale" by an Advisory Client.
B. An Access Person may not recommend any Securities
transaction by an Advisory Client without having disclosed
his or her interest in such Securities or the issuer
thereof, including without limitation:
(i) direct or indirect beneficial ownership of any
Securities of the issuer;
(ii) any position with the issuer or its affiliates; or
(iii) any present or proposed business relationship between
the issuer or its affiliates and such person or any party in
which such person has a significant interest.
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(c) A Portfolio Manager shall not engage in a Personal
Securities Transaction to buy or sell a Security within a
period of seven (7) calendar days before or after an
Advisory Client that he or she manages trades in the same
Security.
(d) An Access Person may not purchase and sell or sell and
purchase a Security in a Personal Securities Transaction
within any sixty (60) day period at a gain.
(e) Any profits realized on trades within the proscribed periods
shall be disgorged to the appropriate Advisory Client, or,
for violations of the 60-day hold requirement under Section
III.F.(1)(d) immediately above, to a charity selected by
Alger Management.
(2) INITIAL PUBLIC OFFERINGS. An Access Person may not acquire any
Securities in an initial public offering.
(3) PRIVATE PLACEMENT LIMITATIONS. An Access Person shall not engage
in any Personal Securities Transaction that involves an offering
of Securities that is exempt from registration under the
Securities Act of 1933 pursuant to section 4(2) or section 4(6)
or pursuant to rule 504, rule 505 or rule 506 (a "private
placement"), without the express prior written approval of the
Chief Compliance Officer.
An Advisory Person who has a Beneficial Ownership interest in any
Securities obtained through a private placement must disclose
this interest to the Chief Compliance Officer if and when he or
she becomes involved in any subsequent consideration of an
investment in the securities of the same issuer for any Advisory
Client. In such case, the decision to invest in the Securities of
such an issuer on behalf of the Advisory Client shall be subject
to the review and approval of an Advisory Person appointed by the
Chief Compliance Officer who has no personal interest in the
issuer.
(4) NO SHORT SALES. No Access Person may sell any Security that he or
he does not own or otherwise engage in "short-selling"
activities.
(5) PROHIBITION ON FUTURES AND OPTIONS. No Access Person may purchase
or sell (write) options or futures in a Personal Securities
Transaction.
(6) TRADING ACCOUNTS. All Access Persons personal securities
transactions shall be subject to monitoring by the Compliance
Department. No Access Person shall open or maintain a brokerage
account without the express prior written approval of the
Compliance Department.
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(7) APPLICATION TO DISINTERESTED FUND DIRECTORS. The restrictions on
Personal Securities Transactions set forth in this Section III(F)
shall not apply to Disinterested Fund Directors.
G. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS. All Access Persons
must pre-clear their Personal Securities Transactions with the trading
desk and with the Chief Compliance Officer or his/her designee as
he/she may instruct.
ANY APPROVAL WILL BE VALID ONLY FOR THE DAY ON WHICH IT IS GRANTED.
PRE-CLEARANCE IS NOT REQUIRED FOR THE FOLLOWING TRANSACTIONS, ALTHOUGH
ALL SUCH TRANSACTIONS ARE SUBJECT TO THE REPORTING REQUIREMENTS OF THE
CODE, INCLUDING SECTION III.H. AND ARTICLE IV:
(1) transactions effected for any account for which an Access Person
has provided a written statement to the Chief Compliance Officer
representing and explaining why he/she does not have any direct
or indirect influence or control over the account, and the Chief
Compliance Officer has provided written approval to the Access
Person that the account is not subject to pre-clearance;
(2) purchases that are part of an automatic dividend reinvestment
plan;
(3) purchases resulting from the exercise of rights acquired from an
issuer as part of a pro rata distribution to all holders of a
class of securities of such issuer;
(4) sales pursuant to tender offers;
(5) transactions pursuant to stock splits and share buy-backs;
(6) gifts or bequests (either receiving or giving) of Securities,
although sales of Securities received as a gift or bequest must
be pre-cleared;
(7) transactions in municipal securities that pay interest exempt
from federal individual income tax; and
(8) transactions in shares of investment companies advised or
sub-advised by Alger Management, Inc. its subsidiaries or its
affiliates.
The pre-clearance requirements set forth in this Section III(G) shall not
apply to Disinterested Fund Directors.
H. COPIES OF BROKERAGE REPORTS. An Access Person is responsible for
directing the Chief Compliance to instruct his/her broker to supply
duplicate copies of all confirmations and periodic account statements
to the attention of the Chief Compliance Officer PRIOR TO TRADING in
any brokerage account in which any securities are held for his or her
direct or indirect benefit.
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IV. REPORTING REQUIREMENTS
A. INITIAL HOLDING REPORT. No later than ten (10) days after a person
becomes an Access Person, he or she shall submit a report to the Chief
Compliance Officer containing the following information:
(1) the title, number of shares and principal amount of each Security
in which the Access Person had any direct or indirect Beneficial
Ownership when he or she became an Access Person;
(1) the name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities were held
for his or her direct or indirect benefit as of the date he or
she became an Access Person; and
(2) the date on which the report is submitted.
B. QUARTERLY REPORT. No later than ten (10) days after the end of each
calendar quarter, each Access Person shall submit a report to the
Chief Compliance Officer containing the following information:
(1) with respect to transactions during the quarter in any Security
in which he or she had any direct or indirect Beneficial
Ownership:
C. the date of the transaction, the title, the interest rate
and maturity date (if applicable), the number of shares, and
the principal amount of each Security involved;
D. the nature of the transaction (I.E. , purchase, sale or any
other type of acquisition or disposition);
E. the price at which the transaction was effected;
F. the name of the broker-dealer or bank with or through whom
the transaction was effected; and
G. the date on which the report is submitted.
(2) with respect to any account established by the Access Person in
which any securities were held during the quarter for his or her
direct or indirect benefit:
(a) the name of the broker-dealer or bank with whom the account
was established;
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(b) the date the account was established; and
(c) the date on which the report is submitted.
C. ANNUAL HOLDING REPORTS. Each Access Person shall submit an annual
report to the Chief Compliance Officer containing the following
information, which must be current as of date no more than thirty (30)
days before the report is submitted:
(1) the title, number of shares and principal amount of each Security
in which the Access Person had any direct or indirect Beneficial
Ownership;
(2) the name of any broker-dealer or bank with whom the Access Person
maintains an account in which any securities are held for his or
her direct or indirect benefit; and
(3) the date on which the report is submitted.
D. LIMITATIONS ON REPORTING REQUIREMENTS. No one shall be required to
make a report under this Article IV:
(1) if such a person is a Disinterested Fund Director, EXCEPT that
such Disinterested Fund Director shall file a quarterly report
pursuant to Section IV (B) hereof in an instance where such
director knew or, in the ordinary course of fulfilling his or her
official duties as a director of a Fund, should have known that
during the fifteen (15) day period immediately before or after
the date of the transaction in a Security by the director, a Fund
purchased or sold the Security or such purchase or sale by a Fund
was considered by the Fund or Alger Management; or
(2) with respect to quarterly transaction reports only, a report
would duplicate information contained in broker trade
confirmations or account statements received by the Chief
Compliance Officer, provided that all of the information required
to be included in the quarterly report must be contained in
broker trade confirmations or account statements, or in the
records of the Funds, Alger Management, Alger & Company, or
Shareholder Services. Regardless, a quarterly report must be
filed with respect to any account established or closed during
the quarter by the Access Person that is subject to reporting
under the Code of Ethics.
E. FILING OF REPORTS. All reports prepared pursuant to this Article IV
shall be filed with the Chief Compliance Officer, except that reports
relating to the Chief Compliance Officer, or to any individual
designated by the Chief Compliance Officer to review reports prepared
pursuant to this Article IV, shall be filed with the President of
Alger Management.
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F. ANNUAL REPORT TO BOARD OF DIRECTORS. The Funds, Alger Management,
Alger & Company and Shareholder Services must furnish to the Funds'
Board of Directors/Trustees an annual report that:
(1) describes any issues arising under the Code of Ethics and
procedures since the last report to the Board of
Directors/Trustees, including, but not limited to, information
about material violations of the Code or procedures and sanctions
imposed in response to the material violations; and
(2) certifies that the Funds, Alger Management, Alger & Company and
Shareholder Services have adopted procedures reasonably necessary
to prevent Access Persons from violating the Code.
V. SANCTIONS
Upon discovering that an Access Person has not complied with the requirements of
this Code, the Board of Directors/Trustees of Alger Management, Alger & Company,
Shareholder Services or of any Fund may impose on that person whatever sanctions
the Board deems appropriate, including, among other things, censure, suspension
or termination of employment.
VI. GIFTS AND DIRECTORSHIPS
A. GIFTS. No Access Person may accept any gift or other thing more than
DE MINIMIS value from any person or entity that does business with
Alger Management, Alger & Company, or Shareholder Services with
respect to any Fund.
B. SERVICE AS DIRECTOR. Access Persons must obtain prior authorization of
the Chief Compliance Officer to serve on the board of directors of a
publicly traded company. Such authorization will be based on
determination that the board service would be consistent with the
interests of the Funds and their shareholders. Should any Access
Person receive such authorization, any transaction by any Fund
involving the securities of any such publicly traded company while
such Access Person is serving as a director will be required to be
approved in advance, in writing, by a Compliance Officer.
C. APPLICATION TO DISINTERESTED FUND DIRECTORS. The restrictions set
forth in Sections VI(A) and (B) above shall not apply to Disinterested
Fund Directors.
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VII. MISCELLANEOUS PROVISIONS
A. IDENTIFICATION OF CODE OF ETHICS CLASSIFICATIONS. Alger Management
shall identify all Access Persons, Advisory Persons, Portfolio
Managers and Investment Analysts and inform them of such
classification under the Code.
B. ADMINISTRATION OF THE CODE OF ETHICS. The Chief Compliance Officer is
responsible for the administration of the Code of Ethics. The Chief
Compliance Officer will designate an appropriate person as the
"Administrator of the Code of Ethics" to perform various monitoring,
review and recordkeeping functions under the Code of Ethics.
The duties of the Administrator of the Code of Ethics designated by
the Chief Compliance Officer include:
(1) Trade pre-clearance as designated by the Chief Compliance Officer
under Section III.G. hereof;
(2) Continuous maintenance of a current list of the names of all
Access Persons with an appropriate description of their title or
employment;
(3) Furnishing all Access Persons a copy of this Code of Ethics and
initially and periodically informing them of their duties and
obligations hereunder;
(4) Designating, as desired, appropriate personnel to review
transaction and holdings reports submitted by Access Persons;
(5) Maintaining or supervising the maintenance of all records
required by the Code of Ethics;
(6) Preparing listings of all transactions effected by any Access
Persons within fifteen (15) days of the trade date on which the
same security was held, purchased or sold by an Advisory Client;
(7) Issuing either personally or with the assistance of counsel as
may be appropriate, any interpretation of this Code of Ethics
which may appear consistent with the objectives of Rule 17j-1 and
this Code of Ethics;
(8) Conducting such inspections or investigations, including scrutiny
of the listings referred to in the subparagraph (6) above, as
shall reasonably be required to detect and report, with his/her
recommendations, any apparent violations of this Code of Ethics
to Alger Management, Alger Inc. and to the directors of the
affected Alger funds or any committee appointed by them to deal
with such information;
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(9) Submitting a quarterly report to the Board of Directors of each
Alger fund potentially affected, containing a description of any
violation and the sanction imposed; transactions which suggest
the possibility of a violation; interpretations issued by and any
exemptions or waivers found appropriate by the Administrator of
the Code of Ethics; and any other significant information
concerning the appropriateness of this Code of Ethics.
(10) Submitting a written report at least annually to the Board of
Directors or Trustees of each Alger fund which:
a) summarizes existing procedures concerning personal investing
and any changes in the procedures made during the past year;
b) identifies any violations requiring significant remedial
action during the past year and describes the remedial
action taken;
c) identifies any recommended changes in existing restrictions
or procedures based upon experience under the Code of
Ethics, evolving industry practices or developments in
applicable laws or regulations;
d) reports with respect to the implementation of this Code of
Ethics through orientation and training programs and
on-going reminders; and
e) certifies that the procedures set forth in this Code of
Ethics were as reasonably necessary to prevent Covered
Persons from violating the Code of Ethics.
(11) Maintaining periodic educational conferences to explain and
reinforce the terms of this Code of Ethics.
C. MAINTENANCE OF RECORDS. Alger Management shall, on its own behalf and
on the behalf of the Funds and Alger & Company, maintain and make
available records with respect to the implementation of the Code in
the manner and for the time required by the federal securities laws,
including without limitation, Rule 17j-1(d) under the 1940 Act.
The Administrator shall maintain the following records for six years,
the first two or five years, as specified, in an easily accessible
place:
(1) A copy of any Code of Ethics that has been in effect during the
past six years (the first five years in an easily accessible
place);
(2) A record of any violation of any such Code of Ethics, and of any
action taken as a result of such violation (the first five years
in an easily accessible place);
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(3) A copy of each report made by an Access Person, as well as trade
confirmations and account statements that contain information not
duplicated in such reports (the first two years in an easily
accessible place);
(4) A copy of each report made by the Administrator of the Code of
Ethics (the first two years in an easily accessible place);
(5) A list of all persons required to make reports pursuant to Rule
17j-1 and this Code of Ethics and a list of those persons
responsible for reviewing these reports (the first five years in
an easily accessible place); and
(6) A record of any decision, and the reasons supporting the
decision, to permit an Advisory Person to invest in a private
placement (the first two years in an easily accessible place).
D. ANNUAL CERTIFICATION OF COMPLIANCE. All Access Persons shall annually
sign a certificate to be presented to the Adviser for that calendar
year certifying that:
o they have read and understood the Code;
o they understand and acknowledge they are subject to the Code;
o they have complied with the requirements of the Code; and
o they have disclosed all Personal Securities Transactions required
to be disclosed under the Code.
E. CONFIDENTIALITY. All information obtained from any Access Person
hereunder shall be kept in strict confidence, except that reports of
securities transactions hereunder will be made available to the
Securities and Exchange Commission or any other regulatory or
self-regulatory organization to the extent required by law or
regulation.
F. OTHER LAWS, RULES AND STATEMENTS OF POLICY. Nothing contained in this
Code shall be interpreted as relieving any Access Person from acting
in accordance with the provisions of any applicable law, rule or
regulation or any other statement of policy or procedure adopted by
Alger Management, Alger & Company, Shareholder Services or an Advisory
Client governing the conduct of such person.
EFFECTIVE DATE: The effective date of this Amended and Restated Code of
Ethics shall be September 7, 2005.
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