Exhibit 99.(a)(1)
CODE OF ETHICS
FOR
PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
PURPOSE OF THE CODE; COVERED OFFICERS
This code of ethics (the "Code") for the RiverSource Funds (collectively, the
"Funds," and each a "Fund")(1) applies to the Funds' Principal Executive Officer
and Principal Financial Officer (the "Covered Officers," each of whom is
identified in Exhibit A) for the purpose of promoting, in connection with his or
her duties:
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 Fund files with, or submits to, the Securities and
Exchange Commission ("SEC") and in other public communications made by the
Funds;
compliance with laws and governmental rules and regulations applicable to
the conduct of the Funds' business and their financial reporting;
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.
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.
COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF
INTEREST
A "conflict of interest" occurs when a Covered Officer's private interest
interferes with the interests of, or his or her service to, the Funds. For
example, a conflict of interest would arise if a Covered Officer, or a member of
his or her family, receives improper personal benefits as a result of his or her
position with the Funds.
Certain conflicts of interest arise out of the relationships between Covered
Officers and the Funds and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment Company Act") and
the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example,
Covered Officers may not individually
- ----------
(1) For purposes of this Code, the Seligman Funds (including each of the
Seligman branded registered investment companies and the separate series
thereof) are considered part of the RiverSource Complex of Funds.
engage in certain transactions, such as the purchase or sale of securities or
other property, with the Funds because of their status as "affiliated persons"
of the Funds. The compliance programs and procedures of the Funds and of
Ameriprise Financial, Inc. and its affiliates ("Ameriprise") are designed to
prevent, or identify and correct, violations of these provisions. This Code does
not, and is not intended to, repeat or replace these programs and procedures,
and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal benefit,
conflicts arise from, or as a result of, the contractual relationship between
the Funds and Ameriprise, of which the Covered Officers are also officers or
employees. As a result, this Code recognizes that the Covered Officers will, in
the normal course of their duties, whether formally for the Funds or for
Ameriprise, or for both, be involved in establishing policies and implementing
decisions that will have different effects on Ameriprise and the Funds. The
participation of the Covered Officers in such activities is inherent in the
contractual relationship between the Funds and Ameriprise and is consistent with
the performance by the Covered Officers of their duties as officers of the
Funds.
Thus, if performed in conformity with the provisions of the Investment Company
Act and the Investment Advisers Act, such activities will be deemed to have been
handled ethically.
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 Funds.
Each Covered Officer must:
not use his or her personal influence or personal relationships improperly
to influence investment decisions or financial reporting by the Funds
whereby the Covered Officer would benefit personally to the detriment of
the Funds;
not cause the Funds to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the benefit
of the Funds; and
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.
DISCLOSURE AND COMPLIANCE
Each Covered Officer
should familiarize himself or herself with the disclosure requirements
generally applicable to the Funds;
should not knowingly misrepresent, or cause others to misrepresent, facts
about the Funds to others, whether within or outside the Funds, including
any member of the Board of Directors or Board of Trustees of any Fund
("Boards"), auditors, governmental regulators, and representatives of
self-regulatory organizations;
should, to the extent appropriate within his or her area of responsibility,
consult with other officers and employees of the Funds and Ameriprise with
the goal of promoting full, fair, accurate, timely, and understandable
disclosure in the reports and documents the Funds file with, or submit to,
the SEC and in other public communications made by the Funds; and
It is the responsibility of each Covered Officer to promote compliance with
the standards and restrictions imposed by applicable laws, rules, and
regulations.
REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
- upon adoption of the Code (or thereafter as applicable, upon becoming
a Covered Officer), affirm in writing to the Boards that he or she has
received, read, and understands the Code;
- annually thereafter affirm to the Boards that he or she has complied
with the requirements of the Code;
- not retaliate against any other Covered Officer or any employee of
Ameriprise for reports of potential violations that are made in good
faith; and
- notify the Funds' General Counsel promptly if he or she knows of any
violation of this Code. Failure to do so is itself a violation of this
Code.
APPLYING THE CODE
The Funds' General Counsel is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. Any approvals or waivers sought
by a Covered Officers will be considered by each Board or appropriate committee
of the Board.
The Funds' General Counsel
- shall notify the Boards whenever any evidence of a material violation
has been reported, it being understood that the Funds' General Counsel
may determine
whether to provide such notice immediately or at the next meetings of
the Boards based on the nature of the violation;
- will take all appropriate action to investigate such reported
violations;
- shall make a determination after the investigation, and
if the Funds' General Counsel believes that no violation has occurred,
the Boards will be so notified and no further action is required;
if the Funds' General Counsel believes a violation has occurred, the
matter shall be reported to the Boards or the committees of the Funds
affected by the potential violation for further determination;
if the Boards or the committees determine that a violation has
occurred the Boards will consider appropriate action, which may
include: a review of applicable policies and procedures; the
appropriate modifications to such policies and procedures; the
notification to appropriate personnel of the investment adviser or its
board; or a recommendation to dismiss the Covered Officer;
will cause to be made such disclosures as are required by SEC rules if
any changes to or waivers of this Code is made by the Boards; and
shall maintain a record of each reported evidence of material
violation, the response thereto, and all related correspondence for a
period of not less than 10 years.
OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Funds for purposes of
Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to
registered investment companies thereunder. Insofar as other policies or
procedures of the Funds or Ameriprise govern or purport to govern the activities
of the Covered Officers, they are superseded by this Code to the extent that
they overlap or conflict with the provisions of this Code. Ameriprise's code of
ethics under Rule 17j-1 under the Investment Company Act is a separate
requirement applying to the Covered Officers and others, and is not part of this
Code.
AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of each Fund's Board, including a
majority of its independent directors.
Adopted: July 9, 2003; Amended: April 12, 2006; (As Proposed to be Amended)
November 13, 2008
EXHIBIT A
Persons Covered by this Code of Ethics:
Patrick T. Bannigan
President
Jeffrey P. Fox
Treasurer (RiverSource Brand Registered Investment Companies, Including Separate
Series Thereof)
Larry Vogel
Treasurer (Seligman Brand Registered Investment Companies, Including Separate
Series Thereof)