EXHIBIT 10 (B)(1)
TRANSAMERICA INCOME SHARES, INC.
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
Approved by the Board of Directors
as of December 2, 2003
In accordance with the Sarbanes-Oxley Act of 2002 ("Act") and the rules
promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC"),
Transamerica Income Shares, Inc. (the "Fund") is required to file reports
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
must disclose whether it has adopted a code of ethics that is applicable to
certain specified senior officers and that addresses certain matters specified
in the Act and related SEC Rules (a "Sarbanes-Oxley Code"). The Fund's Board of
Directors ("Board"), including a majority of the Directors that are not
interested persons of the Fund, as defined in Section 2(a)(19) of the Investment
Company Act of 1940 ("Investment Company Act"), has approved the Fund's
Sarbanes-Oxley Code.
I. COVERED OFFICERS/PURPOSE OF THE CODE
This Code of Ethics ("Code") of the Fund applies to the Fund's principal
executive officer, chief financial officer and chief accounting officer, or
persons performing similar functions ("Covered Officers," each of whom is set
forth in Exhibit A), for the purpose of promoting:
- honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
- full, fair, accurate, timely and understandable disclosure in
reports and documents that a registrant files with, or submits to,
the SEC and in other public communications made by the Fund;
- compliance with applicable laws and governmental rules and
regulations;
- the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
- accountability for adherence to the Code.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF
INTEREST
GENERAL POLICY: 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. Each Covered Officer has a
duty to exercise his or her authority and responsibility for the benefit of the
Fund and its shareholders, to place the interests of the Fund and its
shareholders first, and to refrain from having outside interests that conflict
with the interests of the Fund and its shareholders. Each Covered Officer must
avoid any circumstances that might adversely affect, or appear to affect, his or
her duty of loyalty to the Fund and its shareholders in discharging his or her
responsibilities, including the protection of confidential information and
corporate integrity.
A "conflict of interest" occurs when a Covered Officer's private interest
interferes with the interests of, or his or her service to, the Fund. For
example, a conflict of interest would arise if a Covered Officer receives
improper personal benefits as a result of his or her position with the Fund.
Certain conflicts of interest may 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 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 Fund because of their status as "affiliated persons" of
the Fund. The Fund's and certain of its service providers' 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 the parameters of
this Code.
Although typically not presenting an opportunity for improper personal benefit,
conflicts may arise from, or as a result of, the contractual relationship
between the Fund and its investment adviser, AEGON/Transamerica Fund Advisers,
Inc. ("ATFA"), of which the Covered Officers may be officers or employees. As a
result, this Code recognizes that the Covered Officers will, in the normal
course of their duties (whether for the Fund or ATFA), be involved in
establishing policies and implementing decisions that will have different
effects on ATFA and the Fund. The participation of the Covered Officers in such
activities is inherent in the contractual relationships between the Fund and
ATFA and is consistent with the performance by the Covered Officers of their
duties as officers of the Fund. Thus, if performed in conformity with the
provisions of the Investment Company Act and the Investment Advisers Act, such
activities normally will be deemed to have been handled ethically. In addition,
it is recognized by 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 of ethics.
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.
Each Covered Officer must:
- not use his or her 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;
- 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;
- 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; and
- report at least annually the information elicited in the Fund's
Director and Officer Questionnaire relating to potential conflicts
of interest.
There are some conflict of interest situations that must be discussed with the
Fund's Compliance Officer if material. Some examples of such situations include:
- service as a director on the board of any company (public or
private), other than a management investment company;
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- the receipt of any non-nominal gifts from someone or a company that
has current or prospective business dealings with the Fund;
- 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;
- any ownership interest in, or any consulting or employment
relationship with, any of the Fund's service providers, other than
ATFA or any affiliated person thereof; and
- 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 AND COMPLIANCE
Each Covered Officer:
- should familiarize himself or herself with the disclosure
requirements generally applicable to the Fund;
- should not knowingly misrepresent, or cause others to misrepresent,
facts about the Fund to others, whether within or outside the Fund,
including to the Directors and auditors, governmental regulators or
self-regulatory organizations;
- should, to the extent appropriate within his or her area of
responsibility, consult with other officers and employees of the
Fund, ATFA, and other service providers, with the goal of promoting
full, fair, accurate, timely and understandable disclosure in the
reports and documents the Fund files with, or submits to, the SEC
and in other public communications made by the Fund; and
- has the responsibility to promote compliance with the standards and
restrictions imposed by applicable laws, rules and regulations.
IV. REPORTING AND ACCOUNTABILITY BY COVERED OFFICERS
Each Covered Officer must:
- upon adoption of the Code (or thereafter as applicable, upon
becoming a Covered Officer), affirm in writing (in the form attached
hereto as Exhibit B) to the Board that he or she has received, read,
and understands the Code;
- annually thereafter affirm (in the form attached hereto as Exhibit
B) to the Board that he or she has complied with the requirements of
the Code;
- not retaliate against any other Covered Officer or any employee or
agent of an affiliated person of the Fund for reports of potential
violations that are made in good faith; and
- notify the Fund's Compliance Officer promptly if he or she knows of
any violation of this Code. Failure to do so is itself a violation
of this Code.
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V. ENFORCEMENT
The Fund's Board has appointed a Compliance Officer to be responsible for
applying this Code to specific situations in which questions are presented under
it, and who has the authority to interpret this Code in any particular
situation. The Compliance Officer is authorized to consult, as appropriate, with
counsel to the Fund. Any approvals or waivers sought by a Covered Officer will
be considered by the Compliance Officer.
The Fund will follow these procedures in investigating and enforcing this Code:
- The Compliance Officer will take all appropriate action to
investigate any potential violations reported to the Compliance
Officer;
- if, after such investigation, the Compliance Officer believes that
no violation has occurred, the Compliance Officer is not required to
take any further action;
- any matter that the Compliance Officer believes is a material
violation will be promptly reported to the Board. The Directors
shall take such actions as they consider appropriate, including
imposition of any sanctions that they consider appropriate;
- no person shall participate in a determination of whether he or she
has committed a violation of this Code or in the imposition of any
sanction against himself or herself.
- the Compliance Officer will be responsible for granting waivers, as
appropriate; and
- any amendments to or waivers of this Code will, to the extent
required, be disclosed as provided by SEC rules.
VI. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Fund for purposes of
Section 406 of the Act and the rules and forms applicable to registered
investment companies thereunder. Insofar as other policies or procedures of the
Fund, ATFA 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 Fund's and ATFA's codes of ethics under Rule 17j-1
of the Investment Company Act and ATFA's more detailed policies and procedures
set forth in the Code of Ethics and Insider Trading Policy are separate
requirements applying to the Covered Officers and others, and are not part of
this Code.
VII. AMENDMENT; INTERPRETATION OF PROVISIONS
The Directors may from time to time amend this Code of Ethics or adopt such
interpretations of this Code of Ethics as they deem appropriate. In connection
with any amendment to the Code, a brief description of the amendment will be
prepared so that the necessary disclosure may be made with the next Form N-CSR
to be filed, or otherwise disclosed in accordance with applicable law.
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VIII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code shall be
treated as confidential and shall not be disclosed to any one other than the
Board, the Covered Officers and Fund counsel, except as otherwise requested by
applicable law.
IX. INTERNAL USE
The Code is intended solely for the internal use by the Fund and does not
constitute an admission, by or on behalf of the Fund, as to any fact,
circumstance, or legal conclusion.
X. SANCTIONS
Compliance by Covered Officers with the provisions of the Code is required.
Covered Officers should be aware that in response to any violation, the Fund
will take whatever action is deemed necessary under the circumstances,
including, but not limited to, the imposition of appropriate sanctions. These
sanctions may include, among others, the reversal of trades, reallocation of
trades to client accounts, fines, disgorgement of profits, suspension or
termination.
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EXHIBIT A
PERSONS COVERED BY
TRANSAMERICA INCOME SHARES, INC.
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
("Covered Officers")
NAME TITLE
- -------------- ---------------------------
Brian C. Scott Chief Executive Officer
Kim D. Day Principal Financial Officer
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EXHIBIT B
INITIAL AND ANNUAL CERTIFICATION OF
COMPLIANCE WITH
TRANSAMERICA INCOME SHARES, INC.
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
TO: THE BOARD OF DIRECTORS
/s/BCS [Initial] I hereby certify that I have received Transamerica Income
Share, Inc.'s Code of Ethics for Principal Executive and Senior Financial
Officers adopted pursuant to the Sarbanes-Oxley Act of 2002 (the "Code") and
that I have read and understood the Code. I further certify that I am subject to
the Code and will comply with each of the Code's provisions to which I am
subject.
/s/BCS [Annual] I hereby certify that I have received Transamerica Income Share,
Inc.'s Code of Ethics for Principal Executive and Senior Financial Officers
adopted pursuant to the Sarbanes-Oxley Act of 2002 (the "Code") and that I have
read and understood the Code. I further certify that I have complied with and
will continue to comply with each of the provisions of the Code to which I am
subject.
s/ Brian C. Scott
---------------------------------------------
(Signature)
Name: Brian C. Scott, Chief Executive Officer
Date: May 21, 2004
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EXHIBIT B
INITIAL AND ANNUAL CERTIFICATION OF
COMPLIANCE WITH
TRANSAMERICA INCOME SHARES, INC.
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
TO: THE BOARD OF DIRECTORS
/s/ KDD [Initial] I hereby certify that I have received Transamerica Income
Share, Inc.'s Code of Ethics for Principal Executive and Senior Financial
Officers adopted pursuant to the Sarbanes-Oxley Act of 2002 (the "Code") and
that I have read and understood the Code. I further certify that I am subject to
the Code and will comply with each of the Code's provisions to which I am
subject.
/s/ KDD [Annual] I hereby certify that I have received Transamerica Income
Share, Inc.'s Code of Ethics for Principal Executive and Senior Financial
Officers adopted pursuant to the Sarbanes-Oxley Act of 2002 (the "Code") and
that I have read and understood the Code. I further certify that I have complied
with and will continue to comply with each of the provisions of the Code to
which I am subject.
/s/ Kim D. Day
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(Signature)
Name: Kim D. Day, Senior Vice President & Treasurer
Date: May 21, 2004
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