[ALGER LOGO]
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.
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;
(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
(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 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:
(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;
(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.
(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.
(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.
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;
(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.
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.
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;
(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);
(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:
they have read and understood the Code;
they understand and acknowledge they are subject to the Code;
they have complied with the requirements of the Code; and
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.