Code of business ethics for principal executive officer and senior financial officers
This Code of Business Ethics (the "Code") is adopted in accordance with rules implemented by the Securities and Exchange Commission (the "SEC") pursuant to Section 406 of the Sarbanes-Oxley Act of 2002. The Code is applicable to the principal executive officer, the principal financial officer and comptroller or principal accounting officer or persons performing similar functions (collectively, the "Officers") for the Delaware Funds by Macquarie® and the Optimum Fund Trust (collectively, the "Funds").
The purpose of the Code is provide written standards that are reasonably designed to deter wrongdoing and to promote:
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
full, fair, accurate, timely, and understandable disclosure in reports and documents that the Funds file with, or submit to, the SEC and in other public communications made by the Funds;
compliance with applicable governmental laws, rules, and regulations;
the prompt internal reporting of violations of the Code; and
accountability for adherence to the Code.
Only by conducting business in accordance with the highest ethical, legal and moral standards can the Funds achieve their goals. Since corporate behavior begins with individual behavior by Officers, we have adopted the Code so that Officers may know the individual ethical, legal and moral standards expected of them by the Funds. All activities of Officers should be guided by and adhere to these standards.
We urge each Officer, no matter how long or how short a time he or she may have been affiliated with the Funds, to study this Code and to review it periodically. Abiding by its letter and its spirit is important to each Officer's personal success and to the collective success of the Funds.
Honest and ethical conduct; conflicts of interest
The success of the Funds depends on the public's confidence in the integrity and professionalism of their Officers. Each Officer owes a duty to the Funds to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity.
To reinforce the confidence of the investing public, Officers must avoid situations that might interfere with making decisions in the best interest of the Funds. In business, a conflict of interest is generally defined as a single person or entity having two or more interests which are inconsistent. Officers should avoid placing the Funds or themselves in a position that gives rise to a conflict of interest. A conflict of interest may occur when you allow any interests, activity or influence outside of the Funds to:
influence your judgment when acting on behalf of the Funds;
cause you to compete against the Funds in any business activity; or
harm or impair the Funds' reputation.
Each Officer is expected to:
avoid conflicts of interest wherever possible;
handle any actual or apparent conflict of interest ethically;
not use his or her personal influence or personal relationships to influence investment decisions or financial reporting by a Fund whereby the Officer would benefit personally to the detriment of the Fund;
not cause a Fund to take action, or fail to take action, for the personal benefit of the Officer rather than the benefit of the Fund;
not use knowledge of portfolio transactions made or contemplated for a Fund to profit, or cause others to profit, by the market effect of such transactions; and
as described in more detail below, discuss any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest with the General Counsel or the Chief Compliance Officer.
Officers are expected to carefully consider the following as potential conflicts of interest:
any outside business activity;
service as a director on the board of any other company;
receipt of gifts in excess of a nominal amount;
receipt of entertainment that is not reasonable in cost or appropriate as to time, place and frequency;
influence on hiring, evaluation or compensation of any family member; and
any direct or indirect financial interest from the Funds or their service provider vendors.
Certain conflicts of interest covered by this Code arise out of the relationships between Officers and the Funds' service providers that already are subject to conflict of interest provisions in the Investment Company Act of 1940 and the Investment Advisers Act of 1940. For example, Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Funds because of their status as "affiliated persons" of the Funds. Therefore, as to the existing statutory and regulatory prohibitions on individual behavior this Code will not apply. Officers must in all cases comply with applicable statutes and regulations.
As to conflicts arising from, or as a result of, the contractual relationship between the Funds and the service providers of which the Officers are also officers or employees, it is recognized by the Funds that, subject to the service provider's fiduciary duties to the Funds, the Officers will in the normal course of their duties be involved in establishing policies and implementing decisions which will have different effects on the service providers and the Funds. The Funds recognize that the participation of Officers in such activities is inherent in the contractual relationship between the Funds and the service providers and is consistent with the expectation of the Funds of the performance by the Officers of their duties as officers of the Funds. In addition, it is recognized by the Funds that Officers may also be officers or employees of other investment companies advised by the same adviser, and that the codes of those investment companies will apply to the Officers acting in such capacities.
Whenever a question arises dealing with ethical standards or potential conflicts of interest, it is the responsibility of Officers to raise the question with the Legal or Compliance Departments to resolve the issue. Officers are expected to call the Chief Compliance Officer or the General Counsel with any questions or for clarification on conflicts of interest issues.
Much of our business is dependent on information and the handling of that information. The reporting, management and communication of appropriate information internally and to the public are critical to the Funds' continued success.
Officers are responsible for reporting data, preparing reports and documents that the Funds file with, or submit to, the SEC, documents that are sent to Fund shareholders, or information that is publicly disseminated in any fashion. Officers making such communications on behalf of the Funds must ensure that reporting of information is a full and fair presentation of the facts. Disclosures, reports and documents should be accurate, timely and understandable.
All public statements, oral as well as written, about the Funds' business must be accurate and complete. Such statements should summarize the relevant facts, not make general pronouncements which could be interpreted in different ways. Officers must not knowingly misrepresent, or cause others to misrepresent, facts about the Funds to others, including the Funds' internal auditors, independent Trustees/Directors, governmental regulators, self-regulatory organizations and the investing public.
Officers are responsible for compliance with the Disclosure Controls and Procedures applicable to the Funds' filings under the Securities Exchange Act of 1934. Officers should periodically review and familiarize themselves with such procedures and ensure that they are followed.
Compliance with laws, rules and regulations
Officers are required to follow the laws, rules, regulations and policies governing the Funds and their service providers (e.g., the investment adviser, transfer agent, distributor). These laws, policies and practices include, but are not limited to, guidelines on Information Handling (including privacy policies to protect the confidentiality of shareholders' personal information), Disclosure Controls and Procedures, Insider Trading, Human Resources, Information Technology, Political Contributions and Accounting and Reporting. Officers are asked to use sound judgment in their business dealings and to follow not only the letter of the policies that are adopted by the Funds and their service providers, but also the spirit and intent of these policies. Because the Funds' reputation is an important asset and because the Funds are judged by the conduct of their Officers, Officers must avoid not only actual impropriety but also the appearance of impropriety.
Reporting of violations
Each Officer is expected to discharge his or her responsibilities in full compliance with this Code. Each Officer is responsible for the prompt reporting of any existing or potential violations of the Code to the General Counsel or the Chief Compliance Officer of the Funds. Failure to do so is itself a violation of the Code. No Officer shall retaliate against any other Officer for reports of potential violations that are made in good faith. Any such retaliation would, in itself, be considered a violation of the Code.
Accountability for implementation
Any infraction of applicable law or of this Code will subject an Officer to disciplinary actions up to and including termination. In addition, disciplinary measures will apply to any Officer who directs or approves of any infraction, or who has or should have knowledge of any infraction and does not act promptly to report it or correct it.
The General Counsel is responsible for applying the Code to specific situations in which questions arise and has the authority to interpret the Code in any particular situation. The General Counsel shall have authority to take action that she/he considers appropriate to investigate any actual or potential violations reported under the Code. The General Counsel is responsible for granting waivers from the provisions of the Code and for determining sanctions for violations of the Code. With respect to these matters, the General Counsel may consult, as appropriate, with the Chief Compliance Officer, the chairperson of the Audit Committee of the Funds' Board, counsel to the Funds and counsel to the Independent Trustees/Directors. The General Counsel shall report findings of material violations of the Code to the Audit Committee of the Board.
Waiver; amendments to the Code
Any amendment to a provision of this Code will be specifically approved by the Funds' Board of Trustees/Directors. Any waivers from the provisions of this Code shall be made in writing by the General Counsel. Copies of this Code, any amendments thereto, and information on any waivers granted from the Code's provisions will be made publicly available in a manner consistent with the applicable rules of the SEC.