Exhibit 17
(JANUS CAPITAL GROUP LOGO)
JANUS ETHICS RULES
"Discovering Winning Opportunities for our Investors"
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PERSONAL TRADING CODE OF ETHICS POLICY
GIFT POLICY
OUTSIDE EMPLOYMENT POLICY
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REVISED July 12, 2006
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TABLE OF CONTENTS
DEFINITIONS................................................................ 4
INTRODUCTION............................................................... 7
PERSONAL TRADING CODE OF ETHICS............................................ 8
OVERVIEW................................................................... 8
GUIDING PRINCIPLES......................................................... 8
CAUTION REGARDING PERSONAL TRADING ACTIVITIES.............................. 8
COMMUNICATIONS WITH INDEPENDENT TRUSTEES................................... 9
GENERAL PROHIBITIONS....................................................... 9
TRANSACTIONS IN COMPANY SECURITIES......................................... 10
WINDOW PERIODS FOR COMPANY SECURITY TRADES.............................. 11
PRE-CLEARANCE PROCEDURES FOR COMPANY SECURITIES......................... 11
TRANSACTIONS IN JANUS FUNDS................................................ 11
BAN ON SHORT-TERM TRADING PROFITS....................................... 11
TRANSACTIONS IN COVERED SECURITIES......................................... 13
TRADING RESTRICTIONS.................................................... 13
EXCLUDED TRANSACTIONS................................................... 13
DISCLOSURE OF CONFLICTS................................................. 14
TRADING BAN ON PORTFOLIO MANAGERS....................................... 14
BAN ON IPOS............................................................. 14
BLACKOUT PERIOD......................................................... 14
SEVEN- DAY BLACKOUT PERIOD.............................................. 15
PRECLEARANCE PROCEDURES FOR COVERED SECURITIES............................. 15
PRE-CLEARANCE PROCESS FOR JNS ACCESS PERSONS............................ 15
PRECLEARANCE PROCESS FOR INTECH ACCESS PERSONS.......................... 16
FOUR DAY EFFECTIVE PERIOD............................................... 17
PRE-CLEARANCE OF STOCK PURCHASE PLANS................................... 17
SIXTY DAY RULE -- PROHIBITION ON SHORT-TERM PROFITS..................... 17
180 DAY RULE -- PROHIBITION ON SHORT-TERM PROFITS....................... 17
ONE DAY BEST PRICE RULE................................................. 18
THIRTY DAY BEST PRICE RULE.............................................. 18
SHORT SALES............................................................. 18
HEDGE FUNDS, INVESTMENT CLUBS AND OTHER INVESTMENTS..................... 18
REPORTING REQUIREMENTS..................................................... 18
ACCOUNT STATEMENTS...................................................... 18
HOLDINGS REPORTS........................................................ 19
PERSONAL SECURITIES TRANSACTION REPORTS................................. 19
NON-INFLUENCE AND NON-CONTROL ACCOUNTS.................................. 20
OTHER REQUIRED FORMS....................................................... 20
ACKNOWLEDGMENT OF RECEIPT FORM.......................................... 20
ANNUAL CERTIFICATION FORM............................................... 21
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INVESTMENT PERSONS QUARTERLY TRANSACTION FORM........................... 22
TRUSTEE REPRESENTATION FORM............................................. 22
GIFT AND ENTERTAINMENT POLICY.............................................. 22
GIFT GIVING............................................................. 22
GIFT RECEIVING.......................................................... 22
ENTERTAINMENT........................................................... 23
REPORTING REQUIREMENTS.................................................. 23
REPORTING REQUIREMENTS FOR CERTAIN INVESTMENT PERSONNEL................. 23
GIFT / ENTERTAINMENT POLICY FOR TRUSTEES................................ 23
TRUSTEE REPORTING REQUIREMENTS.......................................... 24
OUTSIDE EMPLOYMENT POLICY.................................................. 24
PENALTY GUIDELINES......................................................... 24
SUPERVISORY AND COMPLIANCE PROCEDURES...................................... 25
SUPERVISORY PROCEDURES..................................................... 26
PREVENTION OF VIOLATIONS................................................ 26
DETECTION OF VIOLATIONS................................................. 26
COMPLIANCE PROCEDURES...................................................... 26
REPORTS OF POTENTIAL DEVIATIONS OR VIOLATIONS........................... 26
ANNUAL REPORTS.......................................................... 27
RECORDS.................................................................... 27
INSPECTION.............................................................. 28
CONFIDENTIALITY......................................................... 28
FILING OF REPORTS....................................................... 28
THE ETHICS COMMITTEE....................................................... 28
MEMBERSHIP OF THE COMMITTEE............................................. 28
COMMITTEE MEETINGS...................................................... 28
SPECIAL DISCRETION...................................................... 29
GENERAL INFORMATION ABOUT THE ETHICS RULES................................. 29
DESIGNEES............................................................... 29
ENFORCEMENT............................................................. 29
INTERNAL USE............................................................ 30
APPENDIX A................................................................. 31
APPENDIX B................................................................. 36
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JANUS ETHICS RULES
DEFINITIONS
The following definitions are used throughout this document. You are responsible
for reading and being familiar with each definition.
1. "Access Person" shall mean:
1) Any Trustee, Director, Officer or Advisory Person of Janus.
2) Any employee of Janus or other person who provides advice on behalf of
Janus and is subject to the supervision and control of Janus who has
access to nonpublic information regarding any Client's purchase or
sale of securities, or nonpublic information regarding the portfolio
holdings of the Janus Funds, or who is involved in making securities
recommendations to Clients, or who has access to such recommendations
that are nonpublic.
3) Any other persons designated by the Ethics Committee as having access
to current trading information.
2. "Advisory Person" shall mean:
1) Any employee of Janus Funds or Janus who in connection with his or her
regular functions or duties, makes, participates in or obtains
information regarding the purchase or sale of a security by the Janus
Funds or for the account of advisory Clients, or whose functions
relate to the making of any recommendations with respect to such
purchases and sales.
2) Any natural person in a control relationship to the Janus Funds or
Janus who obtains information concerning recommendations made to the
Janus Funds or for the account of Clients with regard to the purchase
or sale of securities.
3. "Assistant Portfolio Manager" shall mean any person who, in connection with
his or her regular functions or duties, assists a Portfolio Manager with
the management of a Janus Fund or advisory Client. Assistant Portfolio
Managers generally do not execute any independent investment decisions nor
do they have final responsibilities for determining the securities to be
purchased or sold on behalf of any Janus Fund or advisory Client. If in the
event an Assistant Portfolio Manager has the ability to independently make
investment decisions on behalf of any Janus Fund or advisory Client, then
such person will be considered a Portfolio Manager for purposes of these
Rules.
4. "Beneficial Ownership" shall be interpreted in the same manner as it would
be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934
("Exchange Act") in determining whether a person is subject to the
provisions of Section 16 except that the determination of direct or
indirect Beneficial Ownership shall apply to all Covered Securities which
an Access Person has or acquires. For example, in addition to a person's
own accounts the term "Beneficial Ownership" encompasses securities held in
the name of a spouse or equivalent domestic partner, minor children, a
relative sharing your home, or certain trusts under which you or a related
party is a beneficiary, or held under other arrangements indicating a
sharing of financial interest.
5. "Client(s)" shall mean the Janus Funds and other individual and
institutional advisory clients of Janus.
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6. "Company Security" is any security or option issued by Janus Capital Group
Inc ("JNS").
7. "Control" shall have the same meaning as that set forth in Section 2(a)(19)
of the Investment Company Act of 1940 ("1940 Act").
8. "Covered Persons" are all Trustees, Directors, Officers, and full-time,
part-time or temporary employees of Janus and Enhanced Investment
Technologies LLC (INTECH) and persons working for any of the foregoing on a
contract basis.
9. "Covered Securities" generally include all securities, whether publicly or
privately traded, and any option, future, forward contract or other
obligation involving securities or index thereof, including an instrument
whose value is derived or based on any of the above ("derivative"). Covered
Securities also include securities of the Janus Funds (other than money
market funds). The term Covered Security includes any separate security,
which is convertible into or exchangeable for, or which confers a right to
purchase such security. The following investments are not Covered
Securities:
1) Shares of registered open-end investment companies (e.g., mutual
funds) other than Janus Funds (excluding money market funds) and
shares of unit investment trusts that invest exclusively in registered
open-end investment companies.
2) Shares of offshore open-end mutual funds other than the Janus Funds.
3) Direct obligations of the U.S. government (e.g., Treasury securities)
or any derivative thereof.
4) High-quality short-term debt instruments, such as bank certificates of
deposit, banker's acceptances, repurchase agreements, and commercial
paper.
5) Insurance contracts, including life insurance or annuity contracts.
6) Direct investments in real estate, private business franchises or
similar ventures.
7) Physical commodities (including foreign currencies) or any derivatives
thereof.
10. "Designated Compliance Representatives" are David Kowalski and Susan Wold
or their designee(s).
11. "Director of Research" is Jim Goff.
12. "Ethics Committee" is comprised of John Bluher, Shannon Burkitt, Kelley
Howes, Andy Iseman, David Kowalski, David Martin, Gibson Smith, Susan Wold,
and Andrea Young.
13. "Independent Trustees" are Outside Trustees who are not "interested
persons" of the Janus Funds within the meaning of Section 2(a)(19) of the
1940 Act.
14. "Initial Public Offering" ("IPO") means an offering of securities
registered under the Securities Act of 1933, the issuer of which,
immediately before the registration, was not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act.
15. "Inside Trustees" are Trustees who are employed by Janus.
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16. "Interested Trustees" are Trustees who, due to special circumstances, are
treated by Janus as "interested persons" of the Janus Funds. Interested
Trustees are not employed by Janus.
17. "Investment Personnel" shall mean a person who makes or participates in
making decisions regarding the purchase or sale of securities by or on
behalf of any Client and any person such as an analyst or trader who
directly assists in the process. Such employees shall include, but are not
limited to, Portfolio Managers, Assistant Portfolio Managers, research
analysts, research associates, traders and trade operations personnel. All
Investment Personnel are also deemed Access Persons.
18. "Janus" is Janus Investment Fund, Janus Adviser Series, Janus Aspen Series,
Janus Adviser, Janus Capital Management LLC, Janus Services LLC, Janus
Distributors LLC, Janus Holding Corporation, Janus International Holding
LLC, Janus International Ltd., Janus International (Asia) Ltd., Janus
Capital Trust Manager Ltd., Janus Selection, Janus World Principal
Protected Funds, Janus World Funds Plc, and INTECH.
19. "Janus Funds" are Janus Investment Fund, Janus Adviser Series, Janus Aspen
Series, Janus Adviser, Janus Global Funds SPC, Janus Selection, Janus World
Principal Protected Funds, and Janus World Funds Plc and any other mutual
fund to which Janus or a control affiliate is a sub-adviser.
20. "Limited Offering" means an offering that is exempt from registration under
the Securities Act of 1933, as amended ("1933 Act") pursuant to Section
4(2) or Section 4(6) or pursuant to Rules 504, 505 and 506 thereunder.
Limited offerings are often referred to as "private placements" and many
unregistered investment vehicles such as hedge funds, private equity funds
and venture capital funds are offered pursuant these exemptions.
21. "NASD" is the National Association of Securities Dealers, Inc.
22. "Non-Access Person" is any person that is not an Access Person. If a
Non-Access Person is a spouse or an equivalent domestic partner of an
Access Person, then the Non-Access Person is deemed to be an Access Person.
23. "Operating Committee" is comprised of John Bluher, Craig Brown, Shannon
Burkitt, Jim Bytnar, Heidi Hardin, Mary-Margaret Henke, Kelley Howes, David
Kowalski, Doug Laird, Frank Lao, Kevin Lindsell, John Mari, Tim Markham,
David Martin, Jesper Nergaard, Dan Scherman, Stuart Strepman, and Andrea
Young.
24. "Portfolio Manager" means any person who, in connection with his or her
regular functions or duties, has primary responsibilities for determining
the securities to be purchased or sold on behalf of any Janus Fund or
advisory Client.
25. "Registered Persons" are persons registered with the NASD by JD LLC.
26. "Restricted Personnel" shall mean:
1) Any Independent Director, Interested Trustee or Officer of JNS.
2) Any employee who in the ordinary course of his or her business has
access either directly or indirectly to material non-public
information regarding JNS (such as certain specified members of the
JNS internal audit, finance and legal staffs).
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3) Any other persons determined by the Ethics Committee who potentially
has access to material non-public information regarding JNS.
27. "Security Held or to be Acquired" means any Covered Security which, within
the most recent fifteen (15) days (i) is or has been held by any Client; or
(ii) is being or has been considered by any Client for purchase.
28. "SEC" is Securities and Exchange Commission.
29. "Trustees" are Trustees of Janus Investment Fund, Janus Adviser Series,
Janus Adviser and Janus Aspen Series.
These definitions may be updated from time to time to reflect changes in
personnel.
INTRODUCTION
These Ethics Rules ("Rules") apply to all Covered Persons and require that
Janus' business be conducted in accordance with the highest ethical and legal
standards, and in such a manner as to avoid any actual or perceived conflict of
interest.
The Rules are intended to ensure that you (i) observe applicable legal
(including compliance with applicable state and federal securities laws) and
ethical standards in the performance of your duties and in pursuit of Janus'
goals and objectives; (ii) at all times place the interests of the Janus Funds
and their shareholders, and Clients first; (iii) disclose all actual or
potential conflicts (including those between Janus Fund shareholders and JNS
public stockholders), should they emerge, to the Operating Council or the Chief
Compliance Officer; (iv) adhere to the highest standards of loyalty, candor and
care in all matters relating to our Fund Shareholders and Clients; (v) conduct
all personal trading, including transactions in Janus Funds, Company Securities
and Covered Securities, consistent with the Rules and in such a manner as to
avoid any actual or potential conflict of interest or any abuse of your position
of trust and responsibility; and (vi) not use any material non-public
information in securities trading. The Rules also establish policies regarding
other matters such as outside employment and the giving or receiving of gifts.
The Rules do not cover every issue that may arise, but set out basic principles
to guide all personnel. Adherence to the Code is critical to maintaining the
integrity, reputation and performance of Janus.
You should note that certain portions of the Rules (such as the rules regarding
personal trading) may also apply to others, including certain members of your
family.
You are required to read and retain these Rules and to sign and submit an
Acknowledgment of Receipt Form to Compliance upon commencement of employment or
other services. On an annual basis thereafter, you will be required to complete
an Annual Certification Form. The Annual Certification Form confirms that (i)
you have received, read and asked any questions necessary to understand the
Rules; (ii) you agree to conduct yourself in accordance with the Rules; and
(iii) you have complied with the Rules during such time as you have been
associated with Janus. Depending on your status, you may be required to submit
additional reports and/or obtain clearances as discussed more fully below.
You are also responsible for reporting matters involving violations or potential
violations of the Rules or applicable legal and regulatory requirements by JNS
personnel of which you may become aware. Reports may be made to your supervisor,
Compliance Representative or Legal Representative. You may also make anonymous
reports of possible Code violations by calling 1-800-326-LOSS. An Employee who
in good faith
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reports illegal or unethical behavior will not be subject to reprisal or
retaliation for making the report. Retaliation is a serious violation of this
policy and any concern about retaliation should be reported immediately. Any
person found to have retaliated against an Employee for reporting violations
will be subject to appropriate disciplinary action.
Unless otherwise defined, all capitalized terms shall have the same meaning as
set forth in the Definitions section.
PERSONAL TRADING CODE OF ETHICS
OVERVIEW
In general, it is unlawful for persons affiliated with investment companies,
their principal underwriters or their investment advisers to engage in personal
transactions in securities held or to be acquired by a registered investment
company or in the registered investment company itself if such personal
transactions are made in contravention of rules the SEC has adopted to prevent
fraudulent, deceptive and manipulative practices. Such rules require each
registered investment company, investment adviser and principal underwriter to
adopt its own written code of ethics containing provisions reasonably necessary
to prevent its employees from engaging in such conduct, and to maintain records,
use reasonable diligence, and institute such procedures as are reasonably
necessary to prevent violations of such code. In addition, registered investment
advisers are required to establish, maintain and enforce written codes of ethics
that include certain minimum standards of conduct, including among other things,
reporting of personal securities transactions by Access Persons. This Personal
Trading Code of Ethics ("Code") and information reported hereunder will enable
Janus to fulfill these requirements.
The Code applies to transactions for your personal accounts and any other
accounts you Beneficially Own. You may be deemed the Beneficial Owner of any
account in which you have a direct or indirect financial interest. Such accounts
include, among others, accounts held in the name of your spouse or equivalent
domestic partner, your minor children, a relative sharing your home or certain
trusts under which you or such persons are a beneficiary.
GUIDING PRINCIPLES
Recognizing that certain requirements are imposed on investment companies and
their advisers by virtue of the 1940 Act and the Investment Advisers Act of
1940, considerable thought has been given to devising a code of ethics designed
to provide legal protection to accounts for which a fiduciary relationship
exists and at the same time maintain an atmosphere within which conscientious
professionals may develop and maintain investment skills. It is the combined
judgment of Janus that as a matter of policy a code of ethics should not inhibit
responsible personal investment by professional investment personnel, within
boundaries reasonably necessary to ensure that appropriate safeguards exist to
protect Janus Clients. This policy is based on the belief that personal
investment experience can over time lead to better performance of the
individual's professional investment responsibilities. The logical extension of
this line of reasoning is that such personal investment experience may, and
conceivably should, involve securities, which are suitable for Janus Clients in
question. This policy quite obviously increases the possibility of overlapping
transactions. The provisions of the Code, therefore, are designed to foster
personal investments while minimizing conflicts under these circumstances and
establishing safeguards against overreaching.
CAUTION REGARDING PERSONAL TRADING ACTIVITIES
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Certain personal trading activities may be risky not only because of the nature
of the transactions, but also because action necessary to close a position may
become prohibited for some Covered Persons while the position remains open. For
example, you may not be able to close out short sales and transactions in
derivatives. Furthermore, if Janus becomes aware of material non-public
information, or if a Client is active in a given security, some Covered Persons
may find themselves "frozen" in a position. Janus will not bear any losses in
personal accounts resulting from the application of these Rules.
COMMUNICATIONS WITH INDEPENDENT TRUSTEES
As a regular business practice, Janus attempts to keep the Funds' Trustees
informed with respect to its investment activities through reports and other
information provided to them in connection with board meetings, on a website
dedicated to the Trustees, through meetings between the Chairman of the trustees
and Janus' CIO(s) held in the interim between board meetings and otherwise. In
addition, Janus personnel are encouraged to respond to inquiries from Trustees,
particularly as they relate to general strategy considerations or economic or
market conditions affecting the Funds. With regard to specific holdings
information, however, Janus has adopted mutual fund holdings disclosure policies
and procedures designed to be in the best interest of the Funds, to protect the
confidentiality of the Funds' portfolio holdings and to permit disclosure of
non-public portfolio holdings where such a disclosure is consistent with the
antifraud provisions of the federal laws and a Fund's or Janus' fiduciary
duties. The mutual funds holdings disclosure policy [specifically] provides that
for legitimate business purposes the Trustees may receive non-public portfolio
holdings. Accordingly, the Trustees may receive specific information regarding
trading activities and portfolio holdings during their periodic portfolio
performance reviews and other interim meetings to review investment department
activities and personnel, as referred to above. In addition, the policy
contemplates that, from time to time, the Trustees may receive specific
information in order to perform their duties. Consistent with that mutual funds
holdings disclosure policy, however, it is Janus' general policy not to
communicate specific trading or holdings information and/or advice on specific
issues to Independent Trustees (i.e., not to provide information on securities
for which current activity is being considered for Clients) except as set forth
above and in accordance with the policy. Any pattern of repeated requests for
specific trading information not in accordance with the mutual funds holdings
disclosure policy or as part of their responsibilities by the Funds' Trustees
should be reported to the Chief Compliance Officer or the Vice President of
Compliance.
GENERAL PROHIBITIONS
The following activities are prohibited for applicable Covered Persons
(remember, if you work at Janus full-time, part-time, temporarily, on a contract
basis or you are a Trustee, you are a Covered Person). Persons who violate any
prohibition may be required to disgorge any profits realized in connection with
such violation to a charitable organization selected by the Ethics Committee and
may be subject to other sanctions imposed by the Ethics Committee, as outlined
in the Penalty Guidelines.
Covered Persons may not cause a Client to take action, or to fail to take
action, for personal benefit, rather than to benefit such Client. For example, a
Covered Person would violate this Code by causing a Client to purchase
securities owned by the Covered Person for the purpose of supporting or
increasing the price of that security or by causing a Client to refrain from
selling securities in an attempt to protect a personal investment, such as an
option on that security.
1) Covered Persons may not use knowledge of portfolio transactions made
or contemplated for Clients to profit, or cause others to profit, by
the market effect of such transactions.
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2) Covered Persons have an obligation to safeguard material non-public
information regarding Janus and its Clients. Accordingly, Covered
Persons may not disclose current portfolio transactions made or
contemplated for Clients or any other non-public information to anyone
outside of Janus, except under Janus' Mutual Fund Holdings Portfolio
Disclosure Policy (attached as Exhibit A) and Janus Capital Management
LLC Portfolio Holdings Disclosure Policy for Separately Managed
Accounts and Commingled Portfolios (attached as Exhibit B).
3) Covered Persons may not engage in fraudulent conduct in connection
with the purchase or sale of Securities Held or to be Acquired by a
Client, including without limitation:
(i) Employing any device, scheme or artifice to defraud any Client.
(ii) Making any untrue statement of material fact to any Client or
omitting to state to any Client a material fact necessary in
order to make the statements made, in light of the circumstances
under which they are made, misleading.
(iii) Engaging in any act, practice or course of business which
operates or would operate as a fraud or deceit upon any Client.
(iv) Engaging in any manipulative practice with respect to any Client.
(v) Investing in derivatives to evade the restrictions of this Code.
Accordingly, individuals may not use derivatives to take
positions in securities that would be otherwise prohibited by the
Code if the positions were taken directly.
4) Investment Personnel may not serve on the board of directors of a
publicly traded company without prior written authorization from the
Ethics Committee. No such service shall be approved without a finding
by the Ethics Committee that the board service would not be
inconsistent with the interests of Clients. If board service is
authorized by the Ethics Committee, the Investment Personnel serving
as Director normally should be isolated from those making investment
decisions with respect to the company involved through "Chinese Walls"
or other procedures.
5) Covered Persons are also prohibited from engaging in a pattern of
transactions in Covered Securities, Company Securities and Janus Funds
which are excessively frequent so as to potentially:
(i) Impact their ability to carry out their assigned
responsibilities.
(ii) Increase the possibility of actual or apparent conflicts.
(iii) Violate any provision of the Rules, the Corporate Code of
Conduct and Janus Funds' prospectuses.
TRANSACTIONS IN COMPANY SECURITIES
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WINDOW PERIODS FOR COMPANY SECURITY TRADES
Restricted Personnel and their related parties (your parents, spouse, minor
children and other persons living in your household, as well as you) may,
subject to pre-clearance and other limitations under the insider trading policy
and unless informed to the contrary, only trade in Company Securities during the
Window Period. The Window Period will generally open twenty-four (24) hours
after JNS publicly announces its quarterly earnings and will close 10 calendar
days prior to quarter end. Unless Restricted Personnel have been notified by
Compliance to the contrary, no securities trades may take place outside the
Window Period.
Non-discretionary transactions in Company Securities (e.g., the acquisition of
securities through Janus' ESPP or receiving options in Company Securities as
part of a compensation or benefit plan) do not require pre-clearance.
Covered Persons may not engage in transactions in Company Securities that are
speculative in nature. These transactions include, but are not limited to: (i)
the writing of a call option and the purchase of a put option if the amount of
securities underlying the option exceed the amount of securities you otherwise
own; (ii) "sales against the box" (i.e., selling of borrowed securities when you
own sufficient shares to cover the sale); and (iii) transacting in the
securities of any entity with which Janus is discussing business matters.
INDEPENDENT TRUSTEES ARE PROHIBITED FROM OWNING COMPANY SECURITIES.
PRE-CLEARANCE PROCEDURES FOR COMPANY SECURITIES
To pre-clear a trade, Restricted Persons must submit a Company Securities
Pre-Clearance Form to Compliance through Janus' web-based Personal Trading
Application ("P*Trade"). The Director of Compliance or such other Compliance or
Legal Representative shall discuss the transaction with Janus' General Counsel,
Chief Financial Officer or Chief Compliance Officer. Compliance shall promptly
notify the person of approval or denial for the transaction via email.
Notification of approval or denial for the transaction may be given verbally;
however, it shall be confirmed in writing within seventy-two (72) hours of
verbal notification. Prior clearance is in effect for four business days from
and including the day of first notification to execute the trade unless revoked
by Janus prior to the expiration of the four business day period.
TRANSACTIONS IN JANUS FUNDS
No Covered Person (including Trustees) shall engage in excessive trading or
market timing activities with respect to any Janus Fund (excluding taxable and
tax-exempt money market funds). For the purposes of the foregoing, "market
timing" shall be defined as a purchase and redemption, regardless of size, in
and out of the same Janus Fund in excess of four "round trips" per rolling
12-month period. A "round trip" is a redemption out of a Janus Fund (by any
means) followed by a purchase back into the same Janus Fund (by any means).
COVERED PERSONS are also required to notify Compliance of each Janus Fund
account in which they have Beneficial Ownership (see Reporting Requirements
below). Covered Persons are subject to any redemption fees charged by the Janus
Funds.
BAN ON SHORT-TERM TRADING PROFITS
Covered Persons (including Trustees) shall disgorge any profits realized in the
purchase and sale of the same Janus Fund (excluding taxable and tax-exempt money
market funds) within ninety (90) calendar days. Accordingly, if you sell a Janus
Fund within ninety (90) calendar days of purchasing it, you will be required to
disgorge any profit made. Transactions will be matched with any opposite
transaction within the most recent ninety (90) calendar days. The ninety (90)
day holding period does not apply to written systematic purchase or
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sale plans such as payroll deduction, automatic monthly investment, or 401(k)
contributions. However, it does apply to all other non-systematic transactions
such as periodic rebalancing. Any disgorgement of profits required under this
provision shall be donated to a charitable organization selected by the Ethics
Committee. The Ethics Committee may grant exceptions to this ninety (90) day
holding period as a result of death, disability or other special circumstances.
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TRANSACTIONS IN COVERED SECURITIES
TRADING RESTRICTIONS
The trading restrictions of the Code apply to all direct and indirect
acquisitions and dispositions of Covered Securities, whether by purchase, sale,
stock purchase plan, gift, inheritance or otherwise. Unless otherwise noted, the
following trading restrictions are applicable to any transaction in a Covered
Security (excluding Janus Funds; trading restrictions for Janus Funds are noted
above) Beneficially Owned by a Covered Person. Independent Trustees are exempt
from certain trading restrictions because of their limited access to current
information regarding Janus Funds and Client investments. Any disgorgement of
profits required under any of the following provisions shall be donated to a
charitable organization selected by the Ethics Committee. However, if
disgorgement is required as a result of trades by a portfolio manager that
conflict with that manager's own Clients, disgorgement proceeds shall be paid
directly to such Clients. If disgorgement is required under more than one
provision, the Ethics Committee shall determine in its sole discretion the
provision that shall control.
For trading restrictions applicable to Janus Funds, please see Transactions in
Janus Funds above.
EXCLUDED TRANSACTIONS
Some or all of the trading restrictions listed below do not apply to the
following transactions; however, these transactions must be reported to
Compliance (see Reporting Requirements):
1. Tender offer transactions are exempt from all trading restrictions.
2. The acquisition of Covered Securities through an employer retirement plan
such as 401(k) Plan or stock purchase plans is exempt from all trading
restrictions except pre-clearance, the trading ban on Portfolio Managers,
and the seven day rule. (Note: the sales of securities acquired through a
stock purchase plan are subject to all of the trading restrictions of the
Code.)
3. The acquisition of securities through stock dividends, automatic dividend
reinvestment plans, stock splits, reverse stock splits, mergers,
consolidations, spin-offs or other similar corporate reorganizations or
distributions generally applicable to all holders of the same class of such
securities are exempt from all trading restrictions. The acquisition of
securities through the exercise of rights issued by an issuer pro rata to
all holders of a class of securities, to the extent the rights were
acquired in the issue, is exempt from all trading restrictions.
4. An Approved Non-Influence and Non-Control Account. See Non-Influence and
Non-Control Account section of this Code. PLEASE NOTE THAT THESE ACCOUNTS
ARE SUBJECT TO THE REPORTING REQUIREMENTS and to the pre-clearance
requirements for TRADES IN COMPANY SECURITIES FOR RESTRICTED EMPLOYEES.
5. The acquisition of securities by gift or inheritance is exempt from all
trading restrictions. (Note: the sales of securities acquired by gift or
inheritance are subject to all trading restrictions of the Code.)
6. Transactions in Covered Securities that are gifted (except for gifts
intended as political contributions) to charitable organizations are exempt
from all trading restrictions. Note this exception does not apply to
Company Securities.
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DISCLOSURE OF CONFLICTS
If an Investment Person is planning to invest or make a recommendation to invest
in securities for a Client, and such person has a material interest in the
security or issuer of the security, such person must first disclose such
interest to his or her manager. The manager shall conduct an independent review
of the recommendation to purchase the security for the Client. The manager may
review the recommendation only if he or she has no material interest in the
security or issuer of the security. A material interest is Beneficial Ownership
of any security (including derivatives, options, warrants or rights), offices,
directorships, significant contracts, interests or relationships that are likely
to affect such person's judgment.
Investment Personnel may not fail to timely recommend a suitable security to, or
purchase or sell a suitable security for a Client in order to avoid an actual or
apparent conflict with a personal transaction in that security. Before trading
any security, a research analyst has a duty to provide to Janus any material;
public information that comes from the company about such security in his or her
possession. As a result, Investment Personnel should confirm that a research
note regarding such information is on file prior to trading in the security, or
if not, should disclose the information to his or her manager or the appropriate
portfolio manager.
TRADING BAN ON PORTFOLIO MANAGERS
Portfolio Managers are generally prohibited from trading personally in Covered
Securities. However, the following types of transactions are exempt from this
policy, but are subject to all applicable provisions of the Rules, including
pre-clearance:
1. The purchase or sale of Non-Covered Securities or Company Securities.
2. The sale of any security that is not held by any Client.
3. The sale of any security in order to raise capital to fund a significant
life event. For example, purchasing a home or automobile or paying medical
or education expenses.
4. The purchase or sale of any security that is not a permissible investment
for any Client.
BAN ON IPOS
Covered Persons (except Independent Trustees and Interested Trustees) may not
purchase securities in an IPO (excluding secondary, fixed-income and convertible
securities offerings). Such securities may be purchased or received, however,
when the individual has an existing right to purchase the security based on his
or her status as an investor, policyholder or depositor of the issuer. In
addition, securities issued in reorganizations are also outside the scope of
this prohibition if the transaction involves no investment decision on the part
of the Covered Person except in connection with a shareholder vote. (Note: any
securities or transactions that fall outside the scope of this prohibition are
subject to all applicable trading restrictions.)
BLACKOUT PERIOD
No Access Person may engage in a transaction in a Covered Security when such
person knows or should have known at the time there to be pending, on behalf of
any Client, a "buy" or "sell" order in that same security. The existence of
pending orders will be checked by Compliance as part of the pre-clearance
process. Pre-clearance may be given when any pending Client order is completely
executed or withdrawn.
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SEVEN- DAY BLACKOUT PERIOD
Investment Personnel may not trade in a Covered Security within seven (7)
calendar days after a trade in that security has been made on behalf of any
Janus Fund or Client.
PRECLEARANCE PROCEDURES FOR COVERED SECURITIES
Access Persons (except Independent Trustees) must obtain pre-clearance prior to
engaging in any personal transaction in Covered Securities, unless such
transaction meets one of the Excluded Transactions provisions note above. A
Personal Trading Pre-clearance Form must be submitted to Compliance through
P*Trade. The Pre-clearance Form should indicate securities being purchased in a
Limited Offering Compliance shall promptly notify the person of approval or
denial of the transaction via email. Notification of approval or denial of the
transaction may be given verbally; however, it shall be confirmed in writing
within seventy-two (72) hours of verbal notification. When pre-clearance has
been approved, the person then has four (4) business days from and including the
day of first notification to execute the trade.
Investment personnel who have been authorized to acquire securities in a Limited
Offering or who hold such securities must disclose that investment to the
Director of Research when they are involved in a Client's consideration of an
investment in that issuer, and the Client's decision to purchase such security
must be independently reviewed and approved by the Chief Investment Officer or
Director of Research provided such person have no personal interest in the
issuer.
PRE-CLEARANCE PROCESS FOR JNS ACCESS PERSONS
General pre-clearance shall be obtained by all Access Persons from an authorized
person from each of the following:
1. A designated Legal or Compliance Representative will present the personal
investment to the attendees of the weekly investment meeting, whereupon an
opportunity will be given to orally object. An attendee of the weekly
investment meeting shall object to such clearance if such person knows of a
conflict with a pending Client transaction or a transaction known by such
attendee to be under consideration for a Client. Objections to such
clearance should also take into account, among other factors, whether the
investment opportunity should be reserved for a Client. If no objections
are raised, the Designated Legal or Compliance Representative shall so
indicate on the Pre-clearance Form. Such approval shall not be required for
sales of securities not held by any Clients.
2. A designated Legal or Compliance Representative will verify via P*Trade
that at the time of the request there are no pending "buy" or "sell" orders
in the security on behalf of a Janus Client (excluding INTECH Clients).
3. The Director of Compliance or a designated Legal or Compliance
Representative may provide clearance if no legal prohibitions are known by
such person to exist with respect to the proposed trade. Approvals for such
clearance should take into account, among other factors, the existence of
any Watch List or Restricted List, if it is determined by Compliance that
the proposed trade will not have a material influence on the market for
that security or will take advantage of or hinder client trading, if the
Access Person has completed an Ethics Rules training session, and, to the
extent reasonably practicable, recent trading activity and holdings of
Clients.
4. Trades by Investment Personnel employed by JNS may not be pre-cleared by
presentation at the weekly investment meeting. Instead, Investment
Personnel must obtain the following approvals.
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1) Investment Personnel must send an email to all Portfolio Managers,
Research Analysts and Traders requesting pre-clearance with a detailed
analysis (i.e., describe company's business, valuation and investment
rationale) as to why they are requesting the transaction AND WHY IT IS
NOT APPROPRIATE FOR CLIENTS. This will start the clock for the Seven
(7) Day Blackout Period.
2) If, on the seventh (7th) calendar day after the Investment Person sent
the email to the group and no one objected to the trade and no trades
in that security occurred on behalf of any Janus Fund or Clients, then
the Investment Person must next receive WRITTEN (EMAIL) APPROVAL FROM
THE DIRECTOR OF RESEARCH who will evaluate (i) whether or not there is
any conflict of interest or questions of impropriety and (ii) if the
Investment Person is also a research analyst and at the time of the
request covers the security, the Director of Research shall ensure the
analyst has it rated a "strong buy."
3) If steps one and two above clear, then the Investment Person must
request pre-clearance from Compliance via P*Trade. Compliance will
verify steps one and two have been completed and then check the
Restricted List and trading blotter to ensure no trades are pending.
If steps one, two and three above are all cleared, then pre-clearance will be
granted and the Investment Person will have four (4) business days to execute
the trade.
In addition to the pre-clearance requirements for Investment Personnel,
Assistant Portfolio Managers must obtain prior written approval from the
Portfolio Manager of the Janus Fund or advisory Client for which he or she is
the Assistant Portfolio Manager. Assistant Portfolio Managers are also required
to note on the Pre-clearance Form whether or not the security was recommended to
Portfolio Managers for purchase or sale on behalf of any Janus Fund or advisory
Client, and the reason why the Portfolio Manager decided the transaction was not
appropriate at the time.
NO AUTHORIZED PERSON MAY PRE-CLEAR A TRANSACTION IN WHICH SUCH PERSON HAS
BENEFICIAL OWNERSHIP.
PRECLEARANCE PROCESS FOR INTECH ACCESS PERSONS
General pre-clearance shall be obtained by all INTECH Access Persons from an
authorized person from each of the following:
1. A designated Legal or Compliance Representative will present the personal
investment to INTECH's Chief Compliance Officer ("CCO"), or INTECH's Chief
Operating Officer ("COO") in the absence of the CCO, whereupon they will
have an opportunity to object in writing. INTECH's CCO or INTECH's COO
shall object to such clearance if such person knows of a conflict with a
pending Client transaction or a transaction known to be under consideration
for a Client. Objections to such clearance should also take into account,
among other factors, whether the investment opportunity should be reserved
for a Client. If no objections are raised, the Designated Legal or
Compliance Representative shall so indicate on the Pre-clearance Form.
2. A designated Legal or Compliance Representative will verify via P*Trade
that at the time of the request there are no pending "buy" or "sell" orders
in the security on behalf of an INTECH Client (excluding JNS Clients).
3. The Director of Compliance, or a designated Legal or Compliance
Representative may provide clearance if no legal prohibitions are known by
such person to exist with respect to the proposed trade. Approvals for such
clearance should take into account, among other factors, the existence of
any
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Watch List or Restricted List, if it is determined by Compliance that the
proposed trade will not have a material influence on the market for that
security or will take advantage of or hinder client trading, if the Access
Person has completed an Ethics Rules training session, and, to the extent
reasonably practicable, recent trading activity and holdings of Clients.
NO AUTHORIZED PERSON MAY PRE-CLEAR A TRANSACTION IN WHICH SUCH PERSON HAS
BENEFICIAL OWNERSHIP.
FOUR DAY EFFECTIVE PERIOD
Clearances to trade will be in effect for four (4) trading/business days from
and including the day of first notification of approval. For stock purchase
plans, exercise of Company Securities and similar transactions, the date the
request is submitted to the company processing the transaction will be
considered the trade date for purposes of this requirement. Open orders,
including stop loss orders, will generally not be allowed unless such order is
expected to be completed within the four (4) day effective period. It is
necessary to re-pre-clear transactions not executed within the four-day
effective period.
PRE-CLEARANCE OF STOCK PURCHASE PLANS
Access Persons (except Independent Trustees) who wish to participate in a stock
purchase plan must pre-clear such trades via P*Trade prior to submitting notice
of participation in such stock purchase plan to the applicable company. To
pre-clear the trade, the Director of Compliance shall consider all material
factors relevant to a potential conflict of interest between the Access Person
and Clients. In addition, any increase of $100 or more to a pre-existing stock
purchase plan must be pre-cleared.
SIXTY DAY RULE -- PROHIBITION ON SHORT-TERM PROFITS
Access Persons (except Independent Trustees) shall disgorge any profits realized
in the purchase and sale, or sale and purchase, of the same or equivalent
Covered Securities within sixty (60) calendar days.
180 DAY RULE -- PROHIBITION ON SHORT-TERM PROFITS
Investment Personnel shall disgorge any profits realized in the purchase and
sale, or sale and purchase, of the same or equivalent Covered Securities within
180 calendar days.
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ONE DAY BEST PRICE RULE
Any Access Person (except Independent Trustees) who buys or sells a Covered
Security within one (1) business day before such security is bought or sold on
behalf of any Client must disgorge any price advantage realized. The price
advantage shall be the favorable spread, if any, between the price paid or
received by such Access Person and the least favorable price paid or received by
a Client during such period.(1) The Ethics Committee has the authority by
unanimous action to exempt any person from the one (1) day rule if such person
is selling securities to raise capital to fund a significant life event. For
example, purchasing a home or automobile or paying medical or education
expenses. In order for the Ethics Committee to consider such exemption, the life
event must occur within thirty (30) calendar days of the security transaction,
and the person must provide written confirmation of the event.
THIRTY DAY BEST PRICE RULE
Any Investment Person who buys or sells a Covered Security within thirty (30)
calendar days before such security is bought or sold on behalf of any Client
must disgorge any price advantage realized. The price advantage shall be the
favorable spread, if any, between the price paid or received by such person and
the least favorable price paid or received by a Client during such period.(2)
SHORT SALES
Any Access Person (except Independent Trustees) who sells short a Covered
Security that such person knows or should have known is held long by any Client
shall disgorge any profit realized on such transaction. This prohibition shall
not apply, however, to securities indices or derivatives thereof (such as
futures contracts on the S&P 500 index). Client ownership of Covered Securities
will be checked as part of the pre-clearance process.
HEDGE FUNDS, INVESTMENT CLUBS AND OTHER INVESTMENTS
No Access Person (except Independent Trustees and Interested Trustees) may
participate in hedge funds, investment partnerships, investment clubs or similar
investment vehicles, unless such person does not have any direct or indirect
influence or control over the trading. Covered Persons wishing to rely upon this
provision must submit a Certification of Non-Influence and Non-Control Form to
Compliance for approval. (See Non-Influence and Non-Control Accounts section
below.) Such investments are typically Limited Public Offerings and are subject
to pre-clearance.
REPORTING REQUIREMENTS
ACCOUNT STATEMENTS
All Covered Persons (except Independent Trustees) must notify Compliance of each
brokerage account and Janus Fund account in which they have Beneficial Ownership
and must arrange for their brokers or financial institutions to provide to
Compliance, within thirty (30) calendar days, duplicate account statements and
- ----------
(1) Personal purchases are matched against subsequent Client purchases and
personal sales are matched against subsequent Client sales for purposes of
this restriction. JNS Personnel trades will be matched against JNS Client
trades and INTECH Personnel trades will be matched against INTECH Client
trades.
(2) Personal purchases are matched against subsequent Client purchases and
personal sales are matched against subsequent Client sales for purposes of
this restriction.
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confirmations showing all transactions in brokerage or Janus Fund accounts in
which they have Beneficial Ownership. A Personal Brokerage/Janus Mutual Fund
Account Disclosure Form should be completed for this purpose and submitted via
P*Trade.
PLEASE NOTE THAT EVEN IF SUCH PERSON DOES NOT TRADE COVERED SECURITIES IN A
PARTICULAR BROKERAGE OR COMMODITIES ACCOUNT (E.G., TRADING NON-JANUS MUTUAL
FUNDS IN A SCHWAB ACCOUNT), THE REPORTING OF DUPLICATE ACCOUNT STATEMENTS AND
CONFIRMATIONS IS REQUIRED. Reporting of accounts that do not allow any trading
in Covered Securities (e.g., a mutual fund account held directly with the fund
sponsor) is not required.
Independent Trustees and Interested Trustees must notify Compliance of each
Janus Fund account in which he or she has Beneficial Ownership, including any
brokerage account through which Janus Fund shares are held, and must arrange for
their brokers or financial institutions to provide to Compliance, on a timely
basis, duplicate account statements and confirmations showing all transactions
in brokerage or Janus Fund accounts in which they have Beneficial Ownership. A
Personal Brokerage/Janus Mutual Fund Account Disclosure Form should be completed
for this purpose and submitted via P*Trade.
Covered Persons must immediately report to Compliance the opening of a
reportable account, and certify annually thereafter, including the name of the
firm and the name under which the account is carried. A Personal Brokerage/Janus
Mutual Fund Account Disclosure Form should be completed for this purpose via
P*Trade.
Certain transactions might not be reported through a brokerage account, such as
private placements, inheritances or gifts. In these instances, Access Persons
must report these transactions within ten (10) calendar days after the
transaction using a Personal Securities Transaction Report as noted below.
Registered Persons of JD LLC are reminded that they must also inform any
brokerage firm with which they open an account at the time the account is
opened, that they are registered with JD LLC.
Non-Access Persons who engage in transactions of an aggregate of $25,000 or more
in Covered Securities within a calendar year must provide Compliance with an
Annual Transaction Report listing all such transactions in all accounts in which
such person has Beneficial Ownership. Compliance will request this information
annually via P*Trade and will spot check all or a portion of such transactions
or accounts.
HOLDINGS REPORTS
Access Persons (except Independent Trustees) must submit to the Chief Compliance
Officer or his designee via P*Trade, within ten (10) calendar days after
becoming an Access Person, an Access Person Covered Securities/Janus Mutual Fund
Holdings Disclosure Form which lists all Covered Securities beneficially held
and any accounts through which such securities are maintained. In addition,
persons designated Investment Personnel must provide a brief description of any
positions held (e.g., Director, Officer, other) with for-profit entities other
than Janus by submitting an Investment Person Directorship Disclosure Form.
Every Access Person must submit an annual holdings report at least once each
twelve month period. The reports must contain information current as of no more
than forty-five (45) calendar days from the time the report is submitted.
PERSONAL SECURITIES TRANSACTION REPORTS
Access Persons (other than Independent Trustees) must submit via P*Trade a
Personal Securities Transaction Report to the Chief Compliance Officer or other
persons designated in this Code within ten (10) calendar days
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after any month end showing all transactions in Covered Securities for which
confirmations known by such person were not timely provided to Janus, and all
such transactions that are not effected in brokerage or commodities accounts,
including without limitation non-brokered private placements, and transactions
in securities that are in certificate form, which may include gifts,
inheritances and other transactions in Covered Securities.
Independent Trustees and Interested Trustees must report a transaction in a
Covered Security if such person knew, or in the ordinary course of fulfilling
his or her official duties as a Trustee should have known, that, during the
fifteen (15) day period immediately preceding the date of his or her personal
transaction, such security was purchased or sold by, or was being considered for
purchase or sale on behalf of any Janus Fund for which such person acts as
Trustee.
Such persons must promptly comply with any request of the Director of Compliance
to Provide Transaction reports regardless of whether their broker has been
instructed to provide duplicate confirmations. Such reports may be requested,
for example, to check that all applicable confirmations are being received or to
supplement the requested confirmations when a broker is difficult to work with
or otherwise fails to provide duplicate confirmations on a timely basis.
NON-INFLUENCE AND NON-CONTROL ACCOUNTS
The Rules shall not apply to any account, partnership or similar investment
vehicle over which a Covered Person has no direct or indirect influence or
control. Covered Persons wishing to rely upon this provision are required to
receive prior approval from the Ethics Committee. In order to request such
approval, a Certification of Non-Influence and Non-Control Form must be
submitted to Compliance via P*Trade.
Note: Although a Covered Person may be given an exemption from the Rules for a
certain account, such accounts are prohibited from purchasing securities in an
initial public offering, Limited Public Offerings, and Company Securities except
in accordance with these Rules; and he or she is required to provide Compliance
with duplicate account statements and trade confirmations.
Any account beneficially owned by a Covered Person that is managed by Janus in a
discretionary capacity is not covered by these Rules as long as such person has
no direct or indirect influence or control over the account. The employment
relationship between the account-holder and the individual managing the account,
in the absence of other facts indicating control will not be deemed to give such
account-holder influence or control over the account.
OTHER REQUIRED FORMS
In addition to the Pre-clearance Form, Pre-clearance Form for Company
Securities, Personal Brokerage Account Disclosure Form, Access Person Covered
Securities Disclosure Form, Investment Person Directorship Disclosure Form,
Report of Personal Securities Transactions, Annual Transaction Report and
Certification of Non-Influence and Non-Control Form discussed above, the
following forms (available through P*Trade) must be completed if applicable to
you:
ACKNOWLEDGMENT OF RECEIPT FORM
Each Covered Person must provide Compliance with an Acknowledgment of Receipt
Form within ten (10) calendar days of commencement of employment or other
services certifying that he or she has received a current copy of the Rules and
acknowledges, as a condition of employment, that he or she will comply with the
Rules in their entirety. In addition, Compliance will provide all Covered
Persons with a copy of any amendments to these Rules, and each Covered Persons
must sign an acknowledgement of receipt of any material amendments.
20
ANNUAL CERTIFICATION FORM
Each Covered Person must provide Compliance annually with an Annual
Certification Form certifying that he or she:
1. Has received, read and understands the Rules.
2. Has complied with the requirements of the Rules.
3. Has disclosed or reported all open brokerage account and Janus Fund
accounts, personal holdings and personal securities transactions required
to be disclosed or reported pursuant to the requirements of the Rules.
21
INVESTMENT PERSONS QUARTERLY TRANSACTION FORM
Each Investment Person must provide Compliance within ten (10) business days
after any quarter end with a Quarterly Transaction Form. Investment Persons must
certify whether he or she made directed transactions in Janus Mutual Funds based
on knowledge of material non-public information.
TRUSTEE REPRESENTATION FORM
All Trustees must upon commencement of services and annually thereafter, provide
Compliance with an Independent Trustee/Interested Trustee Representation Form.
The Form declares that such persons agree to refrain from trading in any
securities when they are in possession of any information regarding trading
recommendations made or proposed to be made to any Client by Janus or its
officers or employees.
GIFT AND ENTERTAINMENT POLICY
Gifts may be given (or accepted) only if they are in accordance with Janus' Gift
and Entertainment Policy and do not raise any question of impropriety. A
question of impropriety occurs if a gift influences or gives the appearance of
influencing the recipient. Some Janus business units have supplemental policies
regarding gifts and entertainment, which may require additional reports or
approvals. YOU ARE RESPONSIBLE FOR KNOWING THE POLICIES OF YOUR BUSINESS UNIT
THAT ARE APPLICABLE TO YOU. Only the Chief Compliance Officer, Vice President or
Director of Compliance is authorized to grant waivers of this policy.
The following outlines Janus' general policy on giving and receiving gifts and
entertainment and is applicable to all officers, directors and employees of
Janus.
GIFT GIVING
- IN GENERAL, GIFT GIVING IS LIMITED TO $100.00: Neither you nor members
of your immediate family may give any gift, series of gifts or other
thing of value, ("Gifts") in excess of $100 per year to any Client or
any one person or entity that does or seeks to do business with or on
behalf of Janus or any Client (collectively referred to herein as
"Business Relationships").
- PROHIBITIONS: (i) You are prohibited from giving cash, making loans
and providing personal services or special discounts on behalf of
Janus, even if these fall within the above dollar limits; and (ii) you
are prohibited from giving a gift if the gift could be seen by others
as engaging in bribery or a consideration for a business favor.
- CHARITABLE CONTRIBUTIONS: You are required to receive advance approval
from Compliance before making a charitable contribution on behalf of a
Client or financial intermediary. Approval is granted only when it is
clear that the contribution is being made by Janus.
GIFT RECEIVING
- IN GENERAL, RECEIPT OF GIFTS IS LIMITED TO $100.00: Neither you nor
members of your immediate family may receive any Gift(s) the value of
which are estimated to exceed $100.00 per year from any single
Business Relationship. You may accept a token gift only when the value
involved is not material and clearly will not place you under any real
or perceived obligation to the donor. Gifts are considered material in
value if they influence or gives the appearance of influencing the
recipient. In the event the aggregate fair market value of all Gifts
received by you from any single Business
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Relationship is estimated to exceed $100 in any twelve (12) month
period, you must immediately notify your manager. Managers who receive
such notification must report this information to the Chief Compliance
Officer, Vice President or Director of Compliance.
- PROHIBITIONS: (i) You are prohibited from receiving cash, loans or
personal services or special discounts unless such personal services
or special discounts are available to all Covered Persons (i.e. a
discount coupon from a retail store); and (ii) the solicitation of
Gifts is prohibited (i.e., you may not request a Gift, such as tickets
to a sporting event, be given to you)
- TRAVEL EXPENSES: In general, Janus must pay for all travel and lodging
expenses. For example, when a Janus employee is invited to tour a
company's facilities or meet with representatives of a company, Janus,
and not the company, must pay for your travel and lodging expenses. A
Business Relationship may pay for travel amenities that are not
readily ascertainable or are considered insubstantial (i.e. a shared
cab fare).
- CONFERENCES AND INDUSTRY EVENTS: Janus employees are frequently
requested to speak at industry conferences and events. In some
situations the speech or appearance involves travel, lodging,
entertainment or other customary speaker amenities (Customary Business
Amenities). If the Business Relationship offers to pay for all or a
portion of the Customary Business Amenities, and the amount exceeds
the Gift and Entertainment Policy, you are required to have the
payment pre-approved by your supervisor/manager AND the Chief
Compliance Officer, Vice President or Director of Compliance.
ENTERTAINMENT
In general, entertainment is not considered a Gift so long as such entertainment
is business related (e.g., if you are accepting tickets to a sporting event, the
offerer must go with you), reasonable in cost, appropriate as to time and place
and neither so frequent nor so costly as to raise any question of impropriety.
(Entertainment includes items such as a ticket to a sporting event or the
theater, greens fees, an invitation to a reception or cocktail party or other
comparable entertainment.) Entertainment that you receive requires the offerer's
attendance and is subject to:
1. Max $250 value per employee, and, if applicable, max $500 value for
employee and employee's guest per single outing. The limits apply to
the total market value cost (not face value) of the outing, including
meals, travel (airfare/hotels/cars), sporting events, limo rides, etc.
2. Aggregate value per year of all such benefits may not exceed $1,000
per Business Relationship.
REPORTING REQUIREMENTS
You are required to report gifts/entertainment in excess of $100 from any one
Business Relationship. You are required to certify, at least annually, that any
gifts and/or entertainment received from any one Business Relationship were in
accordance with the policy.
REPORTING REQUIREMENTS FOR CERTAIN INVESTMENT PERSONNEL
Portfolio Managers, Research Analyst and Traders are required to report at least
monthly gifts and/or entertainment received with a value greater than $50 from
any one Business Relationship.
GIFT / ENTERTAINMENT POLICY FOR TRUSTEES
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Trustees may not receive more than $100 in gifts over the course of a calendar
year from Janus. Gifts are things of value received where there was no direct
meeting with Janus, e.g., a bottle of wine.
Trustees are prohibited from soliciting gifts or entertainment from Janus.
Notwithstanding this prohibition, Trustees may pay for attendance at a Janus
event. Trustees may attend Janus hosted events, (such as occasional meals,
sporting events, theater/Broadway shows, golf outings, an invitation to a
reception or cocktail party or comparable entertainment where Janus personnel
are in attendance) subject to:
1. Max $250 value per Trustee, per outing, and, if applicable, max $500
value for Trustee and Trustee's guest PER SINGLE OUTING. The limits
apply to the total market value cost (not face value) of the outing,
including meals, travel (airfare/hotels/cars), sporting events, limo
rides, etc.
2. Aggregate value per year of all such benefits may not exceed $1,000.
The above limitations do not apply to meals served in conjunction with a board
meeting.
TRUSTEE REPORTING REQUIREMENTS
Trustees are required to certify, at least annually, that any gifts and/or
entertainment received from Janus were in accordance with the policy.
OUTSIDE EMPLOYMENT POLICY
No Covered Person (excluding Trustees) shall accept employment or compensation
as a result of any business activity (other than a passive investment), outside
the scope of his relationship with Janus unless such person has provided prompt
written notice of such employment or compensation to Compliance and, in the case
of securities-related employment or compensation, has received the prior written
approval of the Ethics Committee. All requests for approval must be submitted
via P*Trade by submitting an Outside Employment Form. Registered Persons are
reminded that prior approval must be given before any employment outside of
Janus is accepted pursuant to JD LLC's Written Supervisory Procedures and
applicable NASD rules.
PENALTY GUIDELINES
OVERVIEW
Covered Persons who violate any of the requirements, restrictions or
prohibitions of the Rules may be subject to sanctions imposed by the Ethics
Committee. The following guidelines shall be used by the Director of Compliance
for recommending remedial actions for Covered Persons who violate prohibitions
or disregard requirements of the Rules. Deviations from the Five Day, Sixty Day,
Thirty Day and 180 Day Rules are not considered to be violations under the Rules
and, therefore, are not subject to the penalty guidelines.
Upon learning of a potential deviation from, or violation of the Rules, the
Director of Compliance will provide a written recommendation of remedial action
to the Ethics Committee. The Ethics Committee has full discretion to approve
such recommendation or impose other sanctions it deems appropriate. The Ethics
Committee will take into consideration, among other things, whether the
violation was a technical violation of
24
the Rules or an inadvertent oversight (i.e., ill-gotten profits versus general
oversight). The guidelines are designed to promote consistency and uniformity in
the imposition of sanctions and disciplinary matters.
PENALTY GUIDELINES
Outlined below are the guidelines for the sanctions that may be imposed on
Covered Persons who fail to comply with the Rules:
- First Violation: The Chief Compliance Officer will send a memorandum
of reprimand to the person and copy his or her Supervisor and
department Vice President. The memorandum will generally reinforce the
person's responsibilities under the Rules, educate the person on the
severity of personal trading violations, inform the person of the
possible penalties for future violations of the Rules and require the
person to re-take Rules training.
- Second Violation (IF OCCURS BEYOND 2YRS OF 1ST VIOLATION, FIRST
VIOLATION GUIDELINES WILL APPLY): The Ethics Committee will impose
such sanctions as it deems appropriate, including without limitation,
a letter of censure, fines, withholding of bonus payments or
suspension of personal trading privileges for up to sixty (60) days.
In addition, the Vice President of the employee's department, or in
the case of Vice Presidents and above and Investment Personnel, the
Chief Operating Officer, will be required to have an in person meeting
with the employee to reinforce the person's responsibilities under the
Rules, educate the person on the severity of personal trading
violations, inform the person of the possible penalties for future
violations of the Rules and require the person to re-take Rules
training.
- Third Violation (IF OCCURS BEYOND 2 YRS OF 2ND VIOLATION, SECOND
VIOLATION GUIDELINES WILL APPLY): The Ethics Committee will impose
such sanctions as it deems appropriate, including without limitation,
a letter of censure, fines, withholding of bonus payments or
suspension personal trading privileges for up to ninety (90) days or
termination of employment. In addition, the Vice President of the
employee's department and the Chief Operating Officer will be required
to have an in person meeting with the employee to reinforce the
person's responsibilities under the Rules, educate the person on the
severity of personal trading violations, inform the person of the
possible penalties for future violations of the Rules and require the
person to re-take Rules training.
In addition to the above disciplinary sanctions, such persons may be required to
disgorge any profits realized in connection with such violation. All
disgorgement proceeds collected will be donated to a charitable organization
selected by the Ethics Committee. The Ethics Committee may determine to impose
any sanctions, including termination, immediately and without notice if it
determines that the severity of any violation or violations warrants such
action. All sanctions imposed will be documented in such person's personal
trading file maintained by Janus and will be reported to Human Resources.
SUPERVISORY AND COMPLIANCE PROCEDURES
The Chief Compliance Officer and Director of Compliance are responsible for
implementing supervisory and compliance review procedures. Supervisory
procedures can be divided into two classifications: prevention of violations and
detection of violations. Compliance review procedures include preparation of
special and annual reports, record maintenance and review and confidentiality
preservation.
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SUPERVISORY PROCEDURES
PREVENTION OF VIOLATIONS
To prevent violations of the Rules, the Director of Compliance should, in
addition to enforcing the procedures outlined in the Rules:
1. Review and update the Rules as necessary, at least once annually,
including but not limited to a review of the Code by the Chief
Compliance Officer, the Ethics Committee and/or counsel;
2. Answer questions regarding the Rules, or refer the same to the Chief
Compliance Officer;
3. Request from all persons upon commencement of services, and annually
thereafter, any applicable forms and reports as required by the Rules;
4. Identify all Access Persons and notify them of their responsibilities
and reporting requirements;
5. Write letters to the securities firms requesting duplicate
confirmations and account statements where necessary; and
6. With such assistance from the Human Resources Department as may be
appropriate, maintain a continuing education program consisting of the
following:
1) Orienting Covered Persons who are new to Janus and the Rules; and
2) Further educating Covered Persons by distributing memos or other
materials that may be issued by outside organizations such as the
Investment Company Institute which discuss the issue of insider
trading and other issues raised by the Rules.
DETECTION OF VIOLATIONS
To detect violations of these Rules, the Director of Compliance should, in
addition to enforcing the procedures outlined in the Rules:
- Implement procedures to review holding and transaction reports,
confirmations, forms and statements relative to applicable
restrictions, as provided under the Code; and
- Implement procedures to review the Restricted and Watch Lists relative
to applicable personal and Client trading activity, as provided under
the Policy.
Spot checks of certain information are permitted as noted under the Code.
COMPLIANCE PROCEDURES
REPORTS OF POTENTIAL DEVIATIONS OR VIOLATIONS
Upon learning of a potential deviation from or violation of the Rules, the
Director of Compliance shall report such violation to the Chief Compliance
Officer, together with all documents relating to the matter. The Chief
Compliance Officer shall either present the information at the next regular
meeting of the Ethics Committee or
26
conduct a special meeting. The Ethics Committee shall thereafter take such
action as it deems appropriate (see Penalty Guidelines).
ANNUAL REPORTS
The Chief Compliance Officer shall prepare a written report to the Ethics
Committee and the Trustees at least annually. The written report to the Trustees
shall include any certification required by Rule 17j-1. This report shall set
forth the following information and shall be confidential:
- Copies of the Rules, as revised, including a summary of any changes
made since the last report;
- Identification of any material issues arising under the Rules
including material violations requiring significant remedial action
since the last report;
- Identification of any material conflicts arising since the last
report; and
- Recommendations, if any, regarding changes in existing restrictions or
procedures based upon Janus' experience under these Rules, evolving
industry practices, or developments in applicable laws or regulations.
The Trustees must initially approve these Rules within the time frame required
by Rule 17j-1. Any material changes to these Rules must be approved within six
months.
RECORDS
Compliance shall maintain the following records on behalf of each Janus
entity:
- A copy of this Code and any amendment thereof which is or at any time
within the past five years has been in effect;
- A record of any violation of this Code, or any amendment thereof, and
any action taken as a result of such violation;
- Files for personal securities transaction confirmations and account
statements, all reports and other forms submitted by Covered Persons
pursuant to these Rules and any other pertinent information;
- A list of all persons who are, or have been, required to submit
reports pursuant to these Rules;
- A list of persons who are, or within the last five years have been
responsible for, reviewing transaction and holdings reports; and
- A copy of each report submitted to the Trustees pursuant to this Code.
- A record of any decision, and the reasons supporting the decision, to
approve the acquisition by Investment Personnel of securities in
Limited Public Offerings for at least five years after the end of the
fiscal year in which such approval was granted.
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- A record of all Acknowledgements of Receipt for each person who is, or
within the past five years was, a Covered Person.
INSPECTION
The records and reports maintained by Compliance pursuant to the Rules shall at
all times be available for inspection, without prior notice, by any member of
the Ethics Committee.
CONFIDENTIALITY
All procedures, reports and records monitored, prepared or maintained pursuant
to these Rules shall be considered confidential and proprietary to Janus and
shall be maintained and protected accordingly. Except as otherwise required by
law or this Policy, such matters shall not be disclosed to anyone other than to
members of the Ethics Committee, as requested.
FILING OF REPORTS
To the extent that any report, form acknowledgment or other document is required
to be in writing and signed, such documents may be submitted by e-mail or other
electronic form approved by Compliance. Any report filed with the Chief
Compliance Officer or Director of Compliance of Janus shall be deemed filed with
the Janus Funds.
THE ETHICS COMMITTEE
The purpose of this Section is to describe the Ethics Committee. The Ethics
Committee was created to provide an effective mechanism for monitoring
compliance with the standards and procedures contained in the Rules and to take
appropriate action at such times as violations or potential violations are
discovered.
MEMBERSHIP OF THE COMMITTEE
The Committee consists of John Bluher, Executive Vice President, General Counsel
and Chief Public Affairs Officer; Shannon Burkitt, Vice President of Human
Resources; Kelley Howes, Senior Vice President and General Counsel of Janus
Capital Management LLC; Andy Iseman, Senior Vice President of Operations; David
Kowalski, Senior Vice President and Chief Compliance Officer; David Martin,
Executive Vice President and Chief Financial Officer; Gibson Smith, CIO Fixed
Income and Money Market; Susan Wold, Vice President and Director of Compliance;
and Andrea Young, Senior Vice President of Information Technology and Chief
Technology Officer. The Director of Compliance currently serves as the Chairman
of the Committee. The composition of the Committee may be changed from
time-to-time.
COMMITTEE MEETINGS
The Committee shall generally meet every four months or as often as necessary to
review operation of the compliance program and to consider technical deviations
from operational procedures, inadvertent oversights or any other potential
violation of the Rules. Deviations alternatively may be addressed by including
them in the employee's personnel records maintained by Janus. Committee meetings
are primarily intended for consideration of the general operation of the
compliance program and substantive or serious departures from standards and
procedures in the Rules.
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Such other persons may attend a Committee meeting including INTECH personnel, at
the discretion of the Committee, as the Committee shall deem appropriate. Any
individual whose conduct has given rise to the meeting may also be called upon,
but shall not have the right, to appear before the Committee.
It is not required that minutes of Committee meetings be maintained; in lieu of
minutes the Committee may issue a report describing any action taken. The report
shall be included in the confidential file maintained by the Director of
Compliance with respect to the particular employee or employees whose conduct
has been the subject of the meeting.
SPECIAL DISCRETION
The Committee shall have the authority by unanimous action to exempt any person
or class of persons or transaction or class of transactions from all or a
portion of the Rules, provided that:
- The Committee determines, on advice of counsel, that the particular
application of all or a portion of the Rules is not legally required;
- The Committee determines that the likelihood of any abuse of the Rules
by such exempted person(s) or as a result of such exempted transaction
is remote;
- The terms or conditions upon which any such exemption is granted is
evidenced in writing; and
- The exempted person(s) agrees to execute and deliver to the Director
of Compliance, at least annually, a signed Acknowledgment Form, which
Acknowledgment shall, by operation of this provision, describe such
exemptions and the terms and conditions upon which it was granted.
The Committee shall also have the authority by unanimous action to impose such
additional requirements or restrictions as it, in its sole discretion,
determines appropriate or necessary, as outlined in the Penalty Guidelines.
Any exemption, and any additional requirement or restriction, may be withdrawn
by the Committee at any time (such withdrawal action is not required to be
unanimous).
GENERAL INFORMATION ABOUT THE ETHICS RULES
DESIGNEES
The Director of Compliance and the Chief Compliance Officer may appoint
designees to carry out their functions pursuant to these Rules.
ENFORCEMENT
In addition to the penalties described in the Penalty Guidelines and elsewhere
in the Rules, upon discovering a violation of the Rules, the Janus entity in
which a Covered Person is associated may impose such sanctions as it deems
appropriate, including without limitation, a letter of censure or suspension or
termination of employment or personal trading privileges of the violator. All
material violations of the Rules and any sanctions imposed with respect thereto
shall be reported periodically to the Trustees.
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INTERNAL USE
The Rules are intended solely for internal use by Janus and do not constitute an
admission, by or on behalf of such companies, their controlling persons or
persons they control, as to any fact, circumstance or legal conclusion. The
Rules are not intended to evidence, describe or define any relationship of
control between or among any persons. Further, the Rules are not intended to
form the basis for describing or defining any conduct by a person that should
result in such person being liable to any other person, except insofar as the
conduct of such person in violation of the Rules may constitute sufficient cause
for Janus to terminate or otherwise adversely affect such person's relationship
with Janus.
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APPENDIX A
JANUS INVESTMENT FUND
JANUS ASPEN SERIES
JANUS ADVISER SERIES
JANUS WORLD FUNDS
JANUS CAPITAL MANAGEMENT LLC
MUTUAL FUND HOLDINGS DISCLOSURE POLICIES AND PROCEDURES
ADOPTED AND EFFECTIVE MARCH 21, 2005
LAST REVISED SEPTEMBER 20, 2005, DECEMBER 6, 2005, MARCH 14, 2006
1. APPLICABILITY AND STATEMENT OF POLICY
Janus Capital Management LLC's ("Janus") and Janus Investment Fund, Janus
Aspen Series, Janus Adviser Series and Janus World Funds (collectively, the
"Trusts" and each series therof, a "Fund") Mutual Fund Holdings Disclosure
Policies and Procedures ("Policies and Procedures") apply to disclosure of the
Funds' portfolio holdings to all persons, including, without limitation,
individual investors, intermediaries, third-party distributors, consultants,
service providers, data aggregators, Trustees of the Funds, and Janus' and/or
the Funds' affiliates.
"Portfolio holdings" consists of at least a complete list of names of
securities held by a Fund, or any subset thereof.
The Policies and Procedures are designed to be in the best interests of the
Funds, protect the confidentiality of the Funds' portfolio holdings and to
permit disclosure of non-public portfolio holdings where such disclosure is
consistent with the antifraud provisions of the federal securities laws and a
Fund's or adviser's fiduciary duties.
2. POLICIES AND PROCEDURES FOR DISCLOSURE OF PORTFOLIO HOLDINGS
A. PUBLIC DISCLOSURE OF PORTFOLIO HOLDINGS ON JANUS' WEBSITE
Janus generally posts on its website(s) a complete list of the equity and
debt securities (excluding cash investments, derivatives and other investment
positions) held in each Fund and the percentage weighting of each security on a
periodic basis as described below. Janus may exclude from publication all or any
portion of portfolio holdings or change the time periods of disclosure as deemed
necessary to protect the interests of the Fund(s).
i. Non-money market fund portfolio holdings (except for short holding
positions) as of month-end shall generally be publicly available on the
website(s) monthly with a 30 day lag, and shall be posted approximately two
business days after month-end, except as may be permitted as described in
Section 2.B(b).ii, below. Each month's portfolio holdings shall remain available
on the website(s) at least until a Form N-CSR or Form N-Q is filed with the SEC
for the period that includes the date as of which the website portfolio holdings
information is current. In the case of funds subadvised by Enhanced Investment
Technologies LLC ("INTECH") where full portfolio holdings consist of only names
of holdings, top 10 holdings with their respective percentages of the total
portfolio shall remain available on the websites(s) at least until a Form N-CSR
or Form N-Q is filed with the SEC for the period that includes the date as of
which the website portfolio holdings information is current.
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Unless otherwise approved as described in Section 3 below, any
dissemination of non-public portfolio holdings information for a Fund managed by
INTECH may contain only the names of portfolio securities and not number of
shares and percentage weighting of the Fund's portfolio, except for a Fund's top
ten holdings as described in Section 2A.iii., below.
ii. Money market fund portfolio holdings as of month-end shall generally be
publicly available on the website(s) monthly, and shall be posted approximately
six business days after month-end. Each month's portfolio holdings shall remain
available on the website(s) at least until a Form N-CSR or Form N-Q is filed
with the SEC for the period that includes the date as of which the website
information is current.
iii. Except as set forth below, the top 10 portfolio holdings (excluding
any short holding positions) of each Fund in order of position size and as a
percentage of the total portfolio shall be available on the website(s) monthly
with a 30 day lag and quarterly with a 15 day lag, and shall be posted
approximately two business days after the end of the applicable period. Such
portfolio holdings information shall generally remain available on the
website(s) until the following month's or quarter's information is posted, as
applicable (subject to 2.A.i., above, in the case of funds subadvised by
INTECH).
As to the posting of top holdings as described above, only the top 5
holdings shall be available for the following Funds:
Janus Investment Fund:
Janus Twenty Fund
Janus Orion Fund
Janus Global Technology Fund
Janus Global Life Sciences Fund
Janus Adviser Series:
Forty Fund
Orion Fund
Janus Aspen Series:
Forty Portfolio
Global Technology Portfolio
Global Life Sciences Portfolio
Janus World Funds:
Twenty Fund
Global Technology Fund
Global Life Sciences Fund
iv. Security breakdowns (for example, industry, sector, regional, market
capitalization and asset allocation as applicable) for all Funds shall be
available on the website(s) monthly with a 30 day lag and quarterly with a 15
day lag, and shall be posted approximately two business days after the
applicable period. The information shall remain available on the website(s)
until information for the following month's or quarter's information is posted,
as applicable.
v. Specific portfolio level performance attribution information and
statistics for all Funds shall be available to any person monthly upon request
with a 30 day lag. Any release of this information shall not occur prior to the
next day after the posting of complete portfolio holdings to the website(s).
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Portfolio holdings information shall be deemed "public" on the next day
after it is posted to the website or the day it is filed with the Securities and
Exchange Commission ("SEC").
B. DISCLOSURE OF NON-PUBLIC PORTFOLIO HOLDINGS
Release of a Fund's portfolio holdings prior to becoming publicly available
may require pre-approval by the Chief Compliance Officer or Janus' Operating
Committee.
(A) PRE-APPROVAL NOT REQUIRED
The following describes circumstances in which non-public portfolio
holdings information of a Fund may be disclosed to individuals and/or entities
and which do not require pre-approval by the Chief Compliance Officer or Janus'
Operating Committee:
i. Regulatory, Administrative and Judicial Requirements. A Fund's
non-public portfolio holdings may be disclosed in accordance with applicable
securities law requirements, such as periodic disclosure in filings with the
SEC. Janus may also disclose non-public portfolio holdings in response to
requests from state or federal regulators, to comply with valid subpoenas or to
otherwise comply with applicable law, whether or not such disclosures are
required by law.
ii. Certain Service Providers. A Fund's non-public portfolio holdings may
be disclosed for legitimate business purposes to certain persons, including, but
not limited to: (a) persons who are subject to the Janus Ethics Rules (such as
Janus personnel); (b) investment advisers, distributors, administrators,
transfer agents and custodians to a Fund; and (c) accounting firms, auditing
firms, or legal counsel retained by Janus, a Janus affiliate, a Fund or the
Funds' Trustees. Disclosure of portfolio holdings pursuant to this sub-section
shall be subject to such persons' legal duty of confidentiality and legal duty
not to trade on the basis of any material non-public information, as such duties
are imposed by the Janus Ethics Rules, by written agreement, or under applicable
laws, rules and regulations.
iii. Broker-Dealers. Non-public portfolio holdings information and other
investment positions of a Fund may be provided to broker-dealers in connection
with such broker-dealers' trading of the Funds' securities on the Funds' behalf.
(B) PRE-APPROVAL REQUIRED
The following describes circumstances in which non-public portfolio
holdings information of a Fund may be disclosed for legitimate business purposes
to individuals and/or entities and which require pre-approval by the Chief
Compliance Officer or Janus' Operating Committee. Disclosure of non-public
portfolio holdings of a Fund to the persons or entities described below is
subject to a written agreement with such person or entity that imposes a duty of
confidentiality, including a duty not to trade on the basis of any material
non-public information.
i. Other Service Providers. A Fund's non-public portfolio holdings may be
disclosed to parties that provide services to Janus, Janus affiliates and/or the
Funds. Such entities and persons include, but are not limited to rating and
ranking organizations, lenders, trade execution measurement systems providers,
independent pricing services, proxy voting services, the Funds' insurers and
computer systems service providers.
ii. Consultants and Others. A Fund's non-public portfolio holdings may be
disclosed to consultants, data aggregators, and asset allocation services which
calculate information derived from holdings either for use by Janus or by firms
that supply their analyses (but not the holdings themselves) to their clients.
33
iii. Other Transactions. A Fund's non-public portfolio holdings may be
disclosed to certain parties in certain transactions such as mergers and
acquisitions of a Fund and redemptions in kind and to newly hired investment
advisers prior to the time they commence duties to a Fund.
3. APPROVAL AND REPORTING OF DISCLOSURE OF NON-PUBLIC PORTFOLIO HOLDINGS
Section 2.B above describes the circumstances under which non-public
portfolio holdings information for a Fund may be released and the categories of
entities or person that may receive such information, including whether or not
such receipt is subject to pre-approval by the Chief Compliance Officer or
Janus' Operating Committee. In all cases, disclosure of portfolio holdings shall
be subject to monitoring and reporting as described in Section 5 below.
4. FORM OF CONFIDENTIALITY AGREEMENT
Any confidentiality agreements required or deemed appropriate pursuant to
these Policies and Procedures should generally include provisions to the effect
that:
i. portfolio holdings are the confidential property of a Fund (and its
service provider, as applicable) and may not be shared or used
directly or indirectly for any purpose, including trading in Fund
shares, except as provided in the confidentiality agreement;
ii. the recipient of the portfolio holdings agrees to limit access to the
portfolio information to its employees and agents who, on a need to
know basis, are: (i) authorized to have access to the portfolio
holdings; and (ii) subject to confidentiality obligations, including
duties not to trade on nonpublic information; and
iii. upon request, the recipient agrees to promptly return or destroy, as
directed, the portfolio information.
5. MONITORING AND REPORTING
i. Monitoring. The Chief Compliance Officer or designee shall monitor a
list of parties authorized to receive non-public portfolio holdings. The list
shall be updated any time an agreement is entered into with a client to permit
non-public portfolio holdings disclosure. On a periodic basis, the Chief
Compliance Officer or his designee shall monitor appropriate business practices
as deemed necessary to determine compliance with these Policies and Procedures.
The Chief Compliance Officer shall request certifications from service providers
as deemed necessary to determine compliance with these Policies and Procedures.
ii. Reporting. Any potential exceptions to, or violations of, these
Policies and Procedures shall be promptly reported to the Chief Compliance
Officer. If the Chief Compliance Officer deems that such matter constitutes a
"material compliance matter" within the meaning of Rule 38a-1 under the 1940
Act, he shall report the matter to the Trusts' Boards of Trustees in accordance
with Rule 38a-1.
iii. Amendments. Any changes to these Policies and Procedures shall be
approved by the Janus Ethics Committee and material changes shall be approved by
the Trusts' Boards of Trustees.
iv. Records. Janus shall maintain and preserve in an easily accessible
place a copy of these Policies and Procedures (and any amendments thereto) and
documentation supporting their implementation for a period of six years.
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6. COMPENSATION
No Fund, affiliate or any other party shall receive compensation or other
consideration for disclosing a Fund's portfolio holdings.
REVISION DATES:
December 31, 2003
March 21, 2005
July 1, 2005
September 20, 2005
December 6, 2005
March 14, 2006
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APPENDIX B
JANUS CAPITAL MANAGEMENT LLC PORTFOLIO HOLDINGS DISCLOSURE POLICY FOR SEPARATELY
MANAGED ACCOUNTS AND COMMINGLED PORTFOLIOS
ADOPTED AND EFFECTIVE DECEMBER 6, 2005, FEBRUARY 22, 2006
1. APPLICABILITY AND STATEMENT OF POLICY
Janus Capital Management LLC's ("Janus") Separately Managed Account and
Commingled Portfolio Disclosure Policies and Procedures ("Policies and
Procedures") apply to disclosure of separately managed account, commingled
account, wrap-separately managed account and subadvised fund (collectively,
"Account") portfolio holdings information to all persons, including, without
limitation, investors, intermediaries third-party distributors, financial
consultants, service providers and data aggregators.
It is the policy of Janus to protect the confidentiality of Account
portfolio holdings and prevent the selective disclosure of information regarding
Account portfolio holdings that is not otherwise publicly available.
Accordingly, Account portfolio holdings may not be disclosed except in
accordance with these Policies and Procedures.
2. POLICIES AND PROCEDURES FOR DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION
A. DISCLOSURE OF PORTFOLIO HOLDINGS TO CURRENT CLIENTS
i. For existing Account clients (or the consultant representing an
account), portfolio holding information relating to the client's Account shall
be available upon request with no lag. Specific portfolio level attribution
analysis shall be available to such clients or consultants upon request as of
the most recent month-end with no lag.
B. PUBLIC DISCLOSURE OF PORTFOLIO HOLDINGS ON JANUS' WEBSITE AND
DISSEMINATION OF REPRESENTATIVE ACCOUNT PORTFOLIO HOLDINGS
Representative Account portfolio holdings information must be publicly
available prior to dissemination to any party. Representative Account portfolio
holdings information shall be deemed "public" on the next day after full
portfolio holdings information is posted to Janus' website. Janus may exclude
from publication all or any portion of portfolio holdings or change the time
periods of disclosure as deemed necessary.
i. Full portfolio holdings for representative Accounts sub-advised or
advised by Enhanced Investment Technologies LLC ("INTECH") may be disseminated
quarterly with a 60 day lag to consultant databases, other "subscribed" entities
and in RFPs, questionnaires, review books and finals presentations. Unless
otherwise approved as described herein and in Section 3., below, any
dissemination of portfolio holdings information related to Accounts sub-advised
or advised by INTECH may contain only the names of portfolio securities and not
number of shares and percentage weighting of the portfolio, except for top ten
holdings as described in Section 2.B.iii., below.
ii. Full portfolio holdings for representative Accounts may be disseminated
monthly with a 30 day lag to consultant databases, other "subscribed" entities
and in RFPs, questionnaires, review books and finals presentations, except as
may be otherwise permitted as described in Section 2.C.v., below.
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iii. Top 10 holdings with portfolio weightings for representative Accounts
may be disseminated quarterly with a 15 day lag to consultant databases, upon
client request, and in marketing materials, quarterly review books,
questionnaires and RFPs.
iv. Specific portfolio level performance attribution analysis/statistics
for representative Accounts may be disseminated monthly with a 30 day lag to
consultant databases, upon client request, and in quarterly review books,
questionnaires and RFPs.
v. Security breakdowns (for example, industry, sector, regional, market
capitalization and asset allocation breakdowns) for representative Accounts
shall be available on the website(s) quarterly with a 15 day lag, and shall be
posted approximately two business days after the quarter end. The information
shall remain available on the website(s) until information for the following
quarter is posted.
C. OTHER DISCLOSURE OF NON-PUBLIC PORTFOLIO HOLDINGS
The following describes other circumstances in which non-public portfolio
holdings information may be disclosed:
i. Regulatory, Administrative and Judicial Requirements. Portfolio holdings
may be disclosed in response to requests from state or federal regulators, to
comply with valid subpoenas or to otherwise comply with applicable law, whether
or not such disclosures are required by law.
ii. Certain Service Providers. Portfolio holdings may be disclosed for
legitimate business purposes to certain persons, including, but not limited to:
(a) persons who are subject to the Janus Ethics Rules (such as Janus personnel);
(b) investment advisers, distributors, administrators, transfer agents and
custodians; and (c) accounting firms, auditing firms, or legal counsel retained
by Janus or a Janus affiliate. Disclosure of portfolio holdings pursuant to this
section 2.B.ii. shall be subject to such persons' legal duty of confidentiality
and legal duty not to trade on the basis of any material non-public information,
as such duties are imposed by the Janus Ethics Rules, by written agreement, or
under applicable laws, rules and regulations.
iii. Other Service Providers. Janus may disclose portfolio holdings for
legitimate business purposes to parties that provide services to Janus or Janus
affiliates. Such entities and persons include, but are not limited to, rating
and ranking organizations, lenders, trade execution measurement systems
providers, independent pricing services, proxy voting services, insurers and
computer systems service providers. Disclosure of portfolio holdings to a
service provider shall be subject to a written agreement imposing a duty of
confidentiality, including a duty not to trade on the basis of any material
non-public information.
iv. Broker-Dealers. Portfolio holdings information and other investment
positions may be provided to broker-dealers in connection with such
broker-dealers' trading of portfolio securities.
v. Consultants and Others. Disclosure of non-public portfolio holdings may
be provided to consultants, data aggregators, and asset allocation services
which calculate information derived from holdings either for use by Janus or by
firms that supply their analyses (but not the holdings themselves) to their
clients. Disclosure of such portfolio holdings shall be subject to a written
agreement imposing a duty of confidentiality, including a duty not to trade on
the basis of any material non-public information.
37
vi. Other Transactions. Disclosure of portfolio holdings may be made to
certain parties in certain transactions such as redemptions in kind. Disclosure
of portfolio holdings in such transactions shall be subject to a written
agreement imposing a duty of confidentiality, include a duty not to trade on the
basis of any material non-public information.
3. APPROVAL AND REPORTING OF DISCLOSURE OF NON-PUBLIC PORTFOLIO HOLDINGS
Except for categories of disclosure contemplated by Section 2.B.i.,ii. iii
and iv., above, disclosure of non-public portfolio holdings in all other cases
must be pre-approved by the Chief Compliance Officer or Janus' Operating
Committee and may be permitted if there exists a legitimate business purpose,
consistent with these policies and procedures. Such disclosure shall be subject
to a written agreement imposing a duty of confidentiality, including a duty not
to trade on the basis of any material non-public information. The Chief
Compliance Officer or Janus' Operating Committee may permit disclosure of
non-public portfolio holdings provided the above referenced written agreement is
either in place or in the process of being negotiated. In all cases, disclosure
of portfolio holdings shall be subject to monitoring and reporting as described
in Section 5, below.
4. FORM OF CONFIDENTIALITY AGREEMENT
Any confidentiality agreements required or deemed appropriate pursuant to
these Policies and Procedures should generally include provisions to the effect
that:
i. portfolio holdings are the confidential property of Janus (and its
service provider, as applicable) and may not be shared or used directly or
indirectly for any purpose, including trading in Account shares, except as
provided in the confidentiality agreement;
ii. the recipient of the portfolio holdings agrees to limit access to the
portfolio information to its employees and agents who, on a need to know basis,
are: (i) authorized to have access to the portfolio holdings; and (ii) subject
to confidentiality obligations, including duties not to trade on nonpublic
information; and
iii. upon request, the recipient agrees to promptly return or destroy, as
directed, the portfolio information.
5. MONITORING AND REPORTING
i. Monitoring. The Chief Compliance Officer or designee shall monitor a
list of parties authorized to receive non-public portfolio holdings. The list
shall be updated any time an agreement is entered into with a client to permit
non-public portfolio holdings disclosure. On a periodic basis, the Chief
Compliance Officer or his designee shall monitor appropriate business practices
as deemed necessary to determine compliance with these Policies and Procedures.
The Chief Compliance Officer shall request certifications from service providers
as deemed necessary to determine compliance with these Policies and Procedures.
ii. Reporting. Any potential exceptions to, or violations of, these
Policies and Procedures shall be promptly reported to the Chief Compliance
Officer.
iii. Amendments. Any changes to these Policies and Procedures shall be
approved by the Janus Ethics Committee.
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iv. Records. Janus shall maintain and preserve in an easily accessible
place a copy of these Policies and Procedures (and any amendments thereto) and
documentation supporting their implementation for a period of six years.
6. COMPENSATION
Janus, affiliates or any other party shall not receive compensation or
other consideration for disclosing Account portfolio holdings.
REVISION DATES:
December 31, 2003
March 21, 2005
July 1, 2005
September 20, 2005
December 6, 2005
February 22, 2006
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