Document/Exhibit Description Pages Size
1: 486BPOS Post-Effective Amendment to an N-2 111 646K
2: EX-99.A CHARTER Miscellaneous Exhibit 3± 12K
3: EX-99.E UNDR CONTR Miscellaneous Exhibit 24± 91K
4: EX-99.G CUST AGREEMT Miscellaneous Exhibit 23± 88K
5: EX-99.H OTH MAT CONT Miscellaneous Exhibit 7± 29K
6: EX-99.I LEGAL OPININ Miscellaneous Exhibit 1 8K
7: EX-99.J OTHER OPININ Miscellaneous Exhibit 1 6K
8: EX-99.M 12B-1 PLAN Miscellaneous Exhibit 22± 84K
9: EX-99.N 18F-3 PLAN Miscellaneous Exhibit 6± 26K
10: EX-99.P CODE ETH Miscellaneous Exhibit 7± 27K
CODE OF CONDUCT
All of us within the Capital organization are responsible for maintaining the
very highest ethical standards when conducting business. In keeping with these
standards, we must never allow our own interests to be placed ahead of our
shareholders' and clients' interests.
Over the years we have earned a reputation for the highest integrity.
Regardless of lesser standards that may be followed through business or
community custom, we must observe exemplary standards of honesty and integrity.
REPORTING VIOLATIONS
If you know of any violation of our Code of Conduct, you have a responsibility
to report it. Deviations from controls or procedures that safeguard the
company, including the assets of shareholders and clients, should also be
reported.
You can report confidentially to:
- Your manager or department head
- CGC Audit Committee:
Walter P. Stern - Co-Chairman
Thomas M. Rowland - Co-Chairman
Eugene D. Barron
James M. Brown
Larry P. Clemmensen
Roberta A. Conroy
Thomas J. Hamblin
J. Dale Harvey
Lee Ann Jarrell
Solomon M. Kamm
Ida Levine
John V. McLaughlin
Donald D. O'Neal
John Smet
Antonio Vegezzi
Catherine M. Ward
J. Kelly Webb
William Hurt - Emeritus
- Mike Downer or any other lawyer in the CGC Legal Group
- Don Wolfe of Deloitte & Touche LLP (CGC's auditors)
CGC GIFTS POLICY - CONFLICTS OF INTEREST
A conflict of interest occurs when the private interests of associates
interfere or could potentially interfere with their responsibilities at work.
Associates must not place themselves or the company in a position of actual or
potential conflict. Associates may not accept gifts worth more than $100,
excessive business entertainment, loans, or anything else involving personal
gain from those who conduct business with the company. In addition, a business
entertainment event exceeding $200 in value should not be accepted unless the
associate receives permission from the Gifts Policy Committee. Finally, in
soliciting political or charitable donations from various people in the
business community, associates must never allow the present or anticipated
business relationships of CGC or any of its affiliates to be a factor in
soliciting such contributions.
REPORTING
Although the limitations on accepting gifts applies to ALL associates as
described above, some associates will be asked to fill out quarterly reports.
If you receive a reporting form, you must report any gift exceeding $50
(although it is recommended that you report ALL gifts received) and business
entertainment in which an event exceeds $75.
GIFTS POLICY COMMITTEE
The Gifts Policy Committee oversees administration of and compliance with the
Policy.
INSIDER TRADING
Antifraud provisions of the federal securities laws generally prohibit persons
while in possession of material nonpublic information from trading on or
communicating the information to others. Sanctions for violations can include
civil injunctions, permanent bars from the securities industry, civil penalties
up to three times the profits made or losses avoided, criminal fines and jail
sentences.
While investment research analysts are most likely to come in contact with
material nonpublic information, the rules (and sanctions) in this area apply to
all CGC associates and extend to activities both within and outside each
associate's duties.
PERSONAL INVESTING POLICY
As an associate of the Capital Group companies, you may have access to
confidential information. This places you in a position of special trust.
You are associated with a group of companies that is responsible for the
management of many billions of dollars belonging to mutual fund shareholders
and other clients. The law, ethics and our own policy place a heavy burden on
all of us to ensure that the highest standards of honesty and integrity are
maintained at all times.
There are several rules that must be followed to avoid possible conflicts of
interest in personal securities transactions.
ALL ASSOCIATES
Information regarding proposed or partially completed plans by CGC companies to
buy or sell specific securities must not be divulged to outsiders. In
addition, associates who receive information about recommendations to purchase
or sell securities or impending fund or client account transactions should
refrain from trading personally on the information. Favors or preferential
treatment from stockbrokers may not be accepted.
Associates may not subscribe to ANY initial public offering (IPO). Generally,
this prohibition applies to spouses of associates and any family member
residing in the same household. However, an associate may request that the
Personal Investing Committee consider granting an exception under special
circumstances.
COVERED PERSONS
Associates who have access to investment information in connection with their
regular duties are generally considered "covered persons." If you receive a
quarterly personal securities transactions report form, you are a covered
person.
Covered persons must conduct their personal securities transactions in such a
way that they do not conflict with the interests of the funds and client
accounts. This policy also includes securities transactions of family members
living in the covered person's household and any trust or custodianship for
which the associate is trustee or custodian. A conflict may occur if you, a
family member in the same household, a trust or custodianship for which you are
trustee or custodian have a transaction in a security when the funds or client
accounts are considering or concluding a transaction in the same security.
Additional rules apply to "investment associates" including portfolio
counselors/managers, research analysts, traders, portfolio control associates,
and investment administration personnel (see below).
PRE-CLEARANCE OF SECURITIES TRANSACTIONS
Before buying or selling securities, covered persons must check with the staff
of the Personal Investing Committee. You will generally receive a response
within one business day. Unless a shorter period is specified, clearance is
good for two trading days (including the day you check). If you have not
executed your transaction within this period, you must again pre-clear your
transaction. Note that investments in private placements and venture capital
partnerships must be pre-cleared and reported and are subject to special
review.
Covered persons must PROMPTLY submit quarterly reports of certain transactions.
You will receive reporting forms each quarter that are due no later than 10
days after the end of the quarter. Transactions of securities (including
fixed-income securities) or options must be pre-cleared as described above and
reported except as outlined below:
REPORT ONLY (NO NEED TO PRE-CLEAR):
- gifts or bequests (either receiving or giving) of securities (note that sales
of securities received as a gift must be both pre-cleared and reported)
- debt instruments rated "A" or above by at least one national rating service
- sales pursuant to tender offers
- dividend reinvestments
- options or futures on currencies
- options or futures or purchases or sales of certain index funds. See
attached pre-approved list (Appendix A)
DO NOT PRE-CLEAR OR REPORT:
- open-end investment companies (mutual funds)
- money market instruments with maturities of one year or less
- direct obligations of the U.S. Government
- bankers' acceptances, CDs or other commercial paper
- commodities
- transactions in accounts that you have completely turned over investment
decision-making authority to a professional money manager (see "Professionally
Managed Accounts" below)
PROHIBITED TRANSACTIONS:
- IPO investments
- writing puts and calls on securities that are subject to pre-clearance
- short sales of securities that are subject to pre-clearance
PERSONAL INVESTING SHOULD BE VIEWED AS A PRIVILEGE, NOT A RIGHT. AS SUCH,
LIMITATIONS MAY BE PLACED ON THE NUMBER OF PRE-CLEARANCES AND/OR TRANSACTIONS
AS DEEMED APPROPRIATE BY THE PERSONAL INVESTING COMMITTEE.
SECURITIES ACCOUNTS
1. DISCLOSURE OF ACCOUNTS
The following types of accounts must be disclosed:
- accounts currently holding securities that are subject to pre-clearance or
reporting
- accounts that have the ability to hold securities that are subject to
pre-clearance or reporting
- accounts where you (or immediate family members residing with you) has
completely turned over investment decision-making authority to a professional
money manager
You do not need to disclose accounts that can only hold open-end mutual funds
or cash or cash equivalents.
2. DUPLICATE ACCOUNT STATEMENTS AND TRADE CONFIRMATIONS
Covered persons should inform their investment broker-dealers that they are
employed by an investment organization. U.S. broker-dealers are subject to
certain rules designed to prevent favoritism toward such accounts. Associates
may not accept negotiated commission rates or any other terms that they believe
may be more favorable than the broker-dealer grants to accounts with similar
characteristics.
In addition, covered persons must direct their broker-dealers to send copies of
all trade confirmations and account statements for all new or existing accounts
on a timely basis to: The Legal Group of The Capital Group Companies, Inc. ALL
DOCUMENTS RECEIVED ARE KEPT STRICTLY CONFIDENTIAL./1/
/1/ Information about particular transactions may be provided to an
associate's supervisor or appropriate human resources manager by Personal
Committee staff where the transactions are in violation of the Policy, may
impact the associate's job performance, or raise conflict of interest-related
issues.
Associates with securities accounts outside the U.S. where the broker is unable
to provide duplicate statements and trade confirmations directly, should
provide copies to the appropriate locations.
3. PROFESSIONALLY MANAGED ACCOUNTS
Transactions and holdings in accounts where you have COMPLETELY turned over
decision making authority to a professional money manager (who is not covered
by our policy) do not need to be disclosed in quarterly transaction and annual
holding reporting forms. HOWEVER:
- the existence of the account and account number must be disclosed on the
Securities Account Disclosure form
- you should have a signed "Professionally Managed Account Exception Memo" on
file with the staff of the Personal Investing Committee (except PIM accounts)
- Investment associates should still disclose securities held in professionally
managed accounts when completing the quarterly disclosure form for securities
held both personally and professionally and/or securities held personally
within an analyst's research responsibility
ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS
Covered persons will be required to disclose all personal securities holdings
upon commencement of employment (or upon becoming a covered person) and
thereafter on an annual basis. Reporting forms will be supplied for this
purpose.
ANNUAL RECERTIFICATION
All covered persons will be required to certify annually that they have read
and understood the Personal Investing Policy. Further, covered persons are
required to certify at least annually that they have complied with the
requirements of the code of ethics and that they have disclosed or reported all
personal securities transactions required to be disclosed or reported pursuant
to the requirements of the code.
ADDITIONAL POLICIES FOR "INVESTMENT ASSOCIATES"
1. INVESTMENT ASSOCIATES
Unless otherwise specified, the term "investment associates" includes portfolio
managers/counselors, research analysts, traders, associates in investment
administration, and associates in portfolio control.
2. DISCLOSURE OF PERSONAL OWNERSHIP OF RECOMMENDED SECURITIES
Ownership of securities that are held professionally as well as personally will
be reviewed on a periodic basis by the staff of the Personal Investing
Committee and may also be reviewed by the applicable Investment Sub-Committees
or other appropriate CGC Committee. In addition, to the extent that disclosure
has not already been made to the Personal Investing Committee (by including
information on the quarterly form), any associate who is in a position to
recommend the purchase or sale of securities by the fund or client accounts
that s/he personally owns should FIRST disclose such ownership either in
writing (in a company write-up) or orally (when discussing the company at
investment meetings) prior to making a recommendation./2/ If you have any
questions, you should contact the staff of the Personal Investing Committee.
/2/ Note that this disclosure requirement is consistent with both AIMR
standards as well as the ICI Advisory Group Guidelines.
3. BLACKOUT PERIOD
Investment associates may not buy or sell a security during a period beginning
seven calendar days before and ending seven calendar days after a fund or
client account that is managed by the company(ies) with which the individual
has investment responsibility transacts in that security. If a fund or client
account transaction takes place in the seven calendar days following a
pre-cleared transaction by an investment associate, the personal transaction
will be reviewed by the Personal Investing Committee to determine the
appropriate action, if any. For example, the Committee may recommend that the
associate be subject to a price adjustment to ensure that he or she has not
received a better price than the fund or client account.
4. BAN ON SHORT-TERM TRADING PROFITS
Investment associates are generally prohibited from profiting from the purchase
and sale or sale and purchase of the same (or equivalent) securities within 60
days. THIS RESTRICTION APPLIES TO THE PURCHASE OF AN OPTION AND THE EXERCISE
OF THE OPTION WITHIN 60 DAYS.
5. SERVICE AS A DIRECTOR
Investment associates must obtain prior authorization of the Investment
Committee or Investment Sub-Committee of the appropriate management company or
CGC committee before serving on the boards of directors of publicly traded
companies. Also, prior to serving on the board of a private company,
investment personnel must notify the Legal Group; in certain circumstances
these matters may be referred to the appropriate management or investment
committee for approval.
In addition, other CGC associates should notify the Legal Group prior to
serving on the board of a public or private company.
PERSONAL INVESTING COMMITTEE
Any questions or hardships that result from these policies or requests for
exceptions should be referred to CGC's Personal Investing Committee by calling
the staff of the Personal Investing Committee.
APPENDIX A
BROAD-BASED INDEX FUNDS
[Download Table]
Symbol NAME
DIA The Dow Industrials DIAMONDS
QQQ Nasdaq-100 Index Tracking Stock
SPY Standard & Poor's Depositary Receipts
MDY Standard & Poor's MidCap 400 Depositary Receipts
IJH iShares S&P MidCap 400 Index Fund
IVV iShares S&P 500 Index Fund
IWB iShares Russell 1000 Index Fund
IWF iShares Russell 1000 Growth Index Fund
IWD iShares Russell 1000 Value Index Fund
IWM iShares Russell 2000 Index Fund
IWV iShares Russell 3000 Index Fund
IVW iShares S&P 500/BARRA Growth Index Fund
IVE iShares S&P 500/BARRA Value Index Fund
IJR iShares S&P SmallCap 600 Index Fund
IYY iShares Dow Jones U.S. Total Market Index Fund
IKC iShares S&P/TSE 60 Index Fund
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