New Star Asset Management Group

Personal Account Dealing/Code of Ethics

EX-99.B(p)(17)

1 Introduction

New Star has adopted a Code of Ethics (the “Code”), revised effective as of September 30, 2004, that complies with the regulations of the U.K. Financial Services Authority (“FSA”) and the regulations of the U.S. Securities and Exchange Commission (“SEC”) relating to personal securities transactions of New Star personnel.

Personal account dealing by employees of New Star is governed by the Code of Ethics. This sets out the requirements and procedures to be followed by staff.

New Star is required to manage potential conflicts of interest between itself, staff members and its customers and to organise and control its internal affairs responsibly and effectively. These requirements are especially important to ensure that none of the group’s customers are disadvantaged in any way by the personal dealings of any of the group’s employees.

The Code of Ethics has 2 levels reflecting the differing standards and requirements under the FSA’s and the SEC regulations

Level 1

This relates to the requirements of the FSA regulations. As such, it relates to all staff employed by the New Star Group.

Level 2

As it relates to the SEC regulations, the Level 2 requirements governs directors, officers and “advisory persons” of New Star (collectively “Access Persons”). For this purpose, the term “advisory person” means:

1. any employee of New Star 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 New Star for the account of any U.S. mutual fund managed by New Star (a “Fund”), or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

2. any natural person who controls New Star and who obtains information concerning recommendations made by New Star to Fund clients with regard to the purchase or sale of a security by such Funds.

Accordingly, advisory persons include all Fund management staff, all dealers and relevant back office staff. The Code permits Access Persons to buy and sell securities for their own accounts, including securities that may be purchased and sold for the accounts of Fund clients, subject to certain restrictions.

Please note that staff that are subject to the level 2 requirements are still subject to the level 1 requirements.

Violations

Any violations of the policies discussed below should be reported to Compliance (Lorraine Hunt or Chessy Martin) as soon as they are identified. In addition, please contact Compliance if you have any queries on how the policies relate to yourself.

New Star Asset Management Group

Personal Account Dealing/Code of Ethics

2 Level 1 Policy

As noted above, New Star is required under FSA regulations to maintain and apply a code of conduct in relation to personal securities transactions of staff within New Star.

The FSA regulations require New Star to manage conflicts of interest fairly between itself and its customers and to organise and control its internal affairs responsibly and effectively. These requirements are especially important to ensure that none of the firm’s customers are disadvantaged by the personal dealings of any of the firm’s employees.

2.1 Definitions

In addition to the definitions set forth under the heading “Introduction” above, for purposes of the Level 1 Policy, the following terms shall be defined as set forth below:

• The term “closely connected person” of an employee includes:

• the employee’s spouse, person cohabiting with the employee as a spouse and, if under the age of 18, any child, stepchild and adopted child of either party;

• any company in which the employee and/or any closely connected person is interested, directly or indirectly, in 15% or more of the equity capital;

• any estate or trust where the employee is a personal representative of that estate or a trustee of that trust, if the employee holds, or may hold, a significant interest or such an interest is held, or may be held, by anyone whose relationship with the employee might reasonably be expected to give rise to a community of interest between them which may involve a conflict of interest in dealings with a third party;

• any estate or trust where the employee is a personal representative of that estate or a trustee of that trust, whatever his interest, if the employee is not relying entirely on the advice of another person from whom it is appropriate to seek advice in the circumstances; and

• any other person connected to the employee by reason of a domestic or business relationship (other than as arises solely because that person is a customer of the firm), such that the employee has material influence over that person’s judgement in respect of his dealings.

This definition is not exhaustive and may, in individual circumstances, be extended to apply to persons who can, otherwise than as specified above, reasonably be deemed to fall within an employee’s sphere of influence.

Under no circumstances may employees deal for unconnected friends or acquaintances on their personal account or on the account of a closely connected person if such persons would not qualify under these definitions.

For the purpose of this Code:

• ‘Securities’ means all types of investment, including their derivatives except for life policies, unit trusts, mutual funds and subscriptions through investment trust or unit trust savings schemes. It covers UK and foreign securities, both listed and unlisted. Included are the following: stocks and shares in UK or foreign companies; debenture stock, loan stock, bonds, notes, certificates of deposit, commercial paper or other debt instruments, including government, public agency, municipal and corporate issues; warrants; depository receipts; traded and conventional options; financial, currency and commodity futures; contracts for differences, e.g. FTSE, S&P 500 or other contracts on indices.

For the avoidance of doubt, ‘securities’ does not include spot foreign exchange dealing for delivery of the currency. Forward or ‘roll-over’ contracts are, however, included. Spread betting on non-financial products is allowed and does not need approval but this activity should be kept to a minimum during business hours. No prior approval is required for OEICS, unit trusts, government bonds and life policies.

• ‘Dealing’ means the application for, and the acquisition or disposal of, securities, either on a regulated market or over the counter whether in the UK or overseas. It does not include decisions to take up or allow to lapse rights, scrip dividends, options and warrants, any gifts of securities or acceptance of formal take-over or merger offers.

2.2 General policy

Please note that New Star Employees whose personal dealings breach the letter or the spirit of the level 1 policy requirements set forth below will render themselves liable to disciplinary action up to and including dismissal.

The requirements of the Level 1 Policy are as follows:

2.2.1  Avoiding conflicts of interest

Each New Star Employee is responsible for maintaining the highest ethical standards when conducting business. More specifically this means;

1. Each employee has a duty at all times to place the interests of our clients first;

2. No New Star Employee may effect a personal account transaction that will, or may, conflict with the firm’s duties to its customers and all such transactions must comply with this Code.

3. No New Star Employee should take inappropriate advantage of his/her position or engage in any fraudulent or manipulative practice with respect to our clients’ accounts.

4. No New Star Employee may effect a personal account transaction with any customer of the firm, subject to certain exceptions, except on an arms length basis under standard business terms.

New Star Asset Management Group

Personal Account Dealing/Code of Ethics

2.2.2 Pre-clearance/pre-approval of transactions

All personal account transactions must be approved by someone within the Compliance Department. If no one from Compliance is available, the CIO or one of the Deputy CIOs may also sign off transactions. Transactions should be placed within 24 hours of obtaining authorisation.

Certain deals, including those listed below, may require sign off by the Compliance Director or CEO.

• For any transaction which is likely to exceed £25,000 in gross value (for derivatives the market exposure will be the determining factor); and

• For any transaction (regardless of value) bought or sold within seven days of another transaction in the same security by New Star

• Note: Subject to a deminimus of £15,000, if an individual buys a security at a lower price, or sells at a higher price than that obtained by a New Star client who buys or sells the same security within seven days, the difference in price will be given to the client; i.e. the purchase price obtained by the individual will be the same as for the client.

The Compliance Director has discretion to waive the above in special circumstances such as if the individual can demonstrate, without doubt, that they would not have had any prior knowledge or say in the client transaction.

The following types of transaction do not require pre-approval:

1. purchase of a mutual fund (with the exception of a US Mutual fund that we are sub-adviser to), a government or other public security or life policies

2. purchases or sales effected in any account over which the employee has no direct influence or control (even though they may have a beneficial interest)

3. purchases or sales which are not voluntary on the part of the employee (i.e. stock splits, recapitalizations, and mergers)

4. purchases which are part of an automatic dividend reinvestment plan (although in the case of Access Persons, the establishment of the plan should be notified to Compliance)

5. purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from the issuer, and sales of such rights so acquired; and

6. gifts of securities to charitable organizations.

Where a New Star Employee has been precluded from effecting a personal account transaction, they must not procure another person to enter into such a transaction or communicate any information or opinion to another person if they know, or ought to know, that the person will, as a result, enter into such a transaction, or counsel or procure some other person to do so.

2.2.3  Mutual funds

Transactions in mutual funds (with the exception of a US Mutual fund that we are sub-adviser to) do not require pre-approval by Compliance. However Access Persons should read and understand the reporting requirements for mutual funds detailed in the Level 2 policy below.

2.2.4  Holding periods

Speculative, short term trading of securities should not be undertaken by New Star Employees. New Star Employees are therefore required to hold securities, including funds, for a minimum period of 3 months. All investment decisions made by employees should be made on the basis that the shares will be held for the medium to long term.

There may be certain circumstances when securities bought in the previous 3 months may need to be sold within that period to meet liabilities (e.g., unexpected bills requiring settlement). In such cases, the reasons for the sale must be given in an attachment to the Personal Dealing authorization form and must be approved by the Head of Compliance or the Compliance Director.

2.2.5  Prohibited Dealings

No Employees, either on their own account or that of any Connected Person, may:

• deal in securities on the basis of unpublished price sensitive information (inside information);

• deal in securities where unpublished price sensitive information relevant to those securities is held by New Star;

• take a financial interest in transactions entered into by New Star;

• make multiple applications for new issues;

• take speculative positions which they are unable to settle;

• accept credit, other financial accommodation or preferential terms of business

Dealing on inside information

New Star Employees are reminded about the insider dealing provisions contained in Part V of the Criminal Justice Act 1993 making it a criminal offence, with a maximum penalty of 7 years imprisonment and an unlimited fine, for an individual who has non-public information to deal in price-affected securities. There is also a similar offense under the FSA’s Market Conduct Sourcebook. This applies to trading undertaken on behalf of New Star and personal account transactions.

New Star Asset Management Group

Personal Account Dealing/Code of Ethics

New Star maintains a restricted list of securities on which it has non-public information. No personal share dealing will be permitted in such companies.

2.2.6  Rights Issues, Takeovers etc.

Please note that these rules extend to making any formal or informal offer to buy, sell or take up rights on a rights issue and exercising conversion or subscription rights and exercising an option. The rules also extend to buying or selling an investment under any offer, including a takeover or tender offer, which is made to the public or all (or substantially all) the holders of the investment concerned. Authorisation would still need to be sought in these instances.

2.2.7  Non-discretionary portfolios

Pre-approval is not required on transactions executed on behalf of any New Star Employee who is the beneficiary of a portfolio or trust but has no direct influence over the management of the portfolio. In these cases, staff are required to provide details of the portfolio. The manager of the portfolio will be required to provide an annual statement that the relevant New Star Employee has not exercised any influence over the management of the Fund in the relevant time period. In the case of access persons, we also require an annual statement of holdings and transaction.

Influence can include:

• Deciding asset allocation

• Directing a manager to invest in in-house funds

In all cases, non-discretionary portfolios should be discussed with Compliance, to ensure that the definition of influence is understood.

2.2.8  Contract notes

Staff are required to provide New Star with copies of contract notes of all personal account transactions. Where staff are establishing an on-going brokerage relationship/account, please request that the broker sends a copy of any contract note direct to the Compliance Department.

2.2.9  Periodic statements

Each employee shall sign an annual statement of purchases and sales of all investments.

Nominated discretionary fund managers will be asked to provide an annual statement of purchases and sales (at calendar year end).

2.2.10  Consequence of breaches of this policy

New Star reserves the right to require a New Star Employee to unwind or cancel any personal account transaction or require any profit made to be given to a charity of New Star’s choosing.

New Star Employees who are subject to the Level 1 Policy will be asked to submit an annual confirmation of all the transactions undertaken in the period. New Star Employees should consult the Compliance Department if they are in any doubt as to whether or not an instrument is a security for the purpose of the Level 1 Policy.

New Star Asset Management Group

Personal Account Dealing/Code of Ethics

3 Level 2 Policy

Because New Star acts as a sub-adviser of a US mutual fund, New Star is subject to the requirements of Rule 17j-1 under the Investment Company Act of 1940 and in relation to all US Clients to Rule 204A-1 under the Advisers Act (collectively “the Rules”). These Rules govern the personal account dealing activities of New Star staff.

The Rules prohibit New Star and its affiliates from engaging in fraud, deceit or manipulative practices with respect to any US Client managed by New Star. Accordingly, this Level 2 Policy has been adopted by New Star to prevent Access Persons (as defined above) from

(1) serving their own personal interests ahead of a client;

(2) taking inappropriate advantage of their position with New Star and

(3) engaging in any actual or potential conflicts of interest.

Access Persons will be given a copy of this Code annually and will be required to certify in writing to New Star that they have read and understand the Level 2 Policy contained herein as it relates to them, and have complied with it in all material respects.

3.1 Definitions

In addition to the definitions set forth under the heading “Introduction” above, for purposes of the Level 2 Policy, the following terms shall be defined as set forth below:

• The term “beneficial ownership” refers to situations where a person has the right to direct the disposition of a security or possess voting power over the security or enjoys some economic benefit from the ownership of the security. This will include indirect ownership, e.g. through ownership by a closely connected person. Please also see the explanatory note on “Exemptions from Reporting Requirements” below.

• The term “securities” means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. The term does not include:

(1) direct obligations of the U.S. government

(2) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (e.g., repurchase agreements), or

(3) shares issued by open-end investment companies registered with the SEC under the 1940 Act (i.e., U.S. mutual funds) – please note that this exemption does not extend to UK funds although pre-approval on UK funds is not required. Please also refer to the explanatory note below on New Star managed funds.

3.2 General

The requirements of the Level 2 Policy are as follows:

3.2.1  Prohibited Transactions

Subject to a deminimus of £15,000, Access Persons may not purchase or sell any security that, within the preceding 7 days, is or has been traded by a US client, or is being or has been considered for purchase or sale by a US Client, unless the transaction is executed at the same or worse price as that received by the US Client.

This prohibition will be monitored by the Compliance Department through a review of trading after all personal account dealing. Access Persons may be required to unwind or cancel any personal account transaction if it is believed that the transaction has breached these procedures.

3.2.2 Pre-Approval Requirements

Access persons are required to have all personal securities transactions pre-approved by someone within the Compliance Department in accordance with the requirements under the Level I procedures.

Notwithstanding the foregoing, access persons must obtain the approval of someone within the Compliance Department before directly or indirectly acquiring beneficial ownership in any securities issued in an initial public offering in the U.S. or in a private placement transaction in the U.S. Once the transaction is completed the number of shares purchased during an IPO or private placement must be reported to Compliance.

3.2.3  Initial and Annual Holdings Reports

No later than 30 days after a person becomes an Access Person, Access Persons must report the following information to the Compliance Department:

1. the title, number of shares and principal amount of each security, including UK unit trusts or OEICs, in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person, and

2. the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person.

From 1 October 2004, this information is required to be broken down into the following groups;

• Direct holdings in securities/stocks (which would include debentures, bonds etc).

New Star Asset Management Group

Personal Account Dealing/Code of Ethics

• Details of any personal portfolios or pensions over which the Access Person exercises discretion. In such cases, staff will be required to provide details of holding in such portfolios/plans;

• Investments in New Star funds; and

• Investment in non-New Star funds.

In addition, the same information must be reported to the Compliance Department on an annual basis. New Star has set an annual confirmation date of 30 September. With regard to the annual report, the information provided must be current as of a date no more than 30 days before the report is submitted.

3.2.4  Quarterly Transaction Reports

No later than 30 days after the end of each calendar quarter, Access Persons must report the following information to the Compliance Department:

(a) with respect to any personal dealing transaction during the quarter in a security over which the Access Person had any direct or indirect influence,

• the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each security involved,

• the nature of the transaction (i.e., purchase or sale),

• the price of the security at which the transaction was effected, and

• the name of the broker, dealer or bank with or through whom the transaction was effected.

(b) with respect to any account established by the Access Person in which securities were held during the quarter for the direct or indirect benefit of the Access Person,

• the name of the broker, dealer or bank with whom the Access Person established the account, and

• the date the account was established. The quarterly report must be submitted to the Head of Compliance or Compliance Director by each Access Person even if such person did not effect any securities transactions during the quarter.

3.2.5  Exceptions to Reporting Requirements

No direct or indirect influence

An Access Person need not submit the initial, annual or quarterly reports discussed above with respect to transactions effected for, and securities held in, any account over which the person has no direct or indirect influence or control.

In the case of pension plans or personal portfolios where the Access Person does not exercise discretion, the Access Person is only required to provide the name of the operator or manager of the plan. In the case of personal portfolios, we will request that the firm managing the portfolio provides an annual statement that the Access Person has not influenced the management and an annual statement of holdings and transaction.

Please note that if the Access Person may chose an allocation between funds, this information will need to be reported, along with any changes in the allocation.

Duplication of information

In addition, an Access Person need not submit the quarterly reports discussed above if the report would duplicate information contained in broker trade confirmations or account statements submitted to the Compliance Department by the Access Person in lieu of the reports. Please note that this exemption only applies if it has been specifically agreed with the Compliance Department.

3.2.6  Mutual Fund reporting

New Star mutual funds

New Star has previously reviewed the trading in mutual funds by New Star Employees. This indicated that the level of trading was very low, with those staff who are purchasing shares/units in our funds holding them as longer term investments. We therefore have not imposed any holding period requirements on New Star mutual funds.

Access Persons are not required to seek pre-approval of purchases in mutual funds. This exemption may be removed if it is believed that any staff are short term trading in New Star funds.

On a quarterly basis, Compliance will obtain transaction details from the funds administrator, which will be included in each Access Person’s personal dealing records.

Other mutual fund investments

Investments in the shares/units of other mutual funds do not require pre-approval. However access persons are required to notify Compliance as follows:

• On at least a quarterly basis, notify of new investments or establishment of any new regular savings plan;

• On at least a quarterly basis, notify of any changes to allocation of existing investments (i.e. switches), of changes in the allocation of regular saving plans, or of any redemptions; and

New Star Asset Management Group

Personal Account Dealing/Code of Ethics

• Semi-annually (in line with fund operators reporting schedule), provide copies of semi-annual statements issued by the operator.

3.2.7  Pension plans

The reporting requirements for pension plans depends on the type of plan that is being used. Below are three types of plan and the relevant reporting requirements. If any Access Person is not clear which category their plan falls into, they should contact Compliance.

Non-discretionary pension plans

These are plans were the New Star Employee does not exercise any discretion over the management of the plan or the selection of investments in the plan. For these type of plans, staff are only required to provide New Star with the name of the plan.

Self-selected asset allocation pension plans

Typically in this category of plans, a plan holder can select which markets or funds the plan will invest in but has no discretion over the selection of underlying investments. The New Star Pension Plan falls into this category of plan.

For this type of plan, Access Persons are required to provide New Star with the name of the plan, details of the manager and the asset allocation (including names of funds if mutual funds are used). Thereafter, Access Persons are required to report to any changes in the allocation.

For New Star Pension Plans, this information will be sought directly from the plan manager.

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Personal Account Dealing/Code of Ethics

Self-invested or self-managed pensions

Access Persons who actively manage their own pension plans should follow the standard pre-approval procedures for any investments that they make and include details of the portfolio and transactions in their reporting under the SEC Rules.

3.2.8  Review of Reports

The Compliance Department shall be responsible for reviewing the initial, annual and quarterly reports of Access Persons in order to detect violations of the Level 2 Policy. In the event a violation is detected, the Compliance Director, in conjunction with other senior management personnel, shall determine what sanctions, if any, shall be imposed on the violator, including reprimands, fines or assessments, removal from office, or suspension or termination of employment.

3.2.9  Reports to Fund Board of Directors

No less frequently than annually, New Star will furnish to the board of New Star Institutional Managers Limited and to the board of directors of any Fund it manages a written report that

1. describes any issues arising under the Level 2 Policy since the last report to the board, including information about material violations of the Level 2 Policy and sanctions imposed in response thereto, and

2. certifies that New Star has adopted procedures reasonably necessary to prevent Access Persons from violating the Level 2 Policy.

3.2.10 Recordkeeping

New Star will maintain records relating to the Level 2 Policy, as required by the Rules.