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EXHIBIT (P)(2)
MEYERS CAPITAL MANAGEMENT, LLC
________________________
Policy on Insider Trading and
Other Misuse of Nonpublic Information
1. APPLICABILITY
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This Code of Ethics (the "Code") of Meyers Capital Management, LLC ("MCM"
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or "Meyers Capital"), a California limited liability company, is adopted by
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Meyers Capital, pursuant to Rule 17j-1 under the Investment Company Act of
1940, as amended (the "Act") to establish rules of conduct for "Access Persons"
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(as defined in this Code). Meyers Capital serves as a manager and investment
adviser to mutual funds, institutional investors and individuals. For purposes
of this Code, Access Persons shall include all officers and employees of Meyers
Capital, except those officers who meet the following three criteria: (i) they
do not devote substantially all working time to the activities of MCM; (ii) they
do not, in connection with their regular functions and duties, participate in,
obtain information with respect to, or make recommendations as to, the purchase
and sale of securities; and (iii) they do not have access to information
regarding the day-to-day investment activities of MCM (those officers must,
however, file quarterly transaction reports pursuant to Section 7 below). An
officer or employee on leave is not considered an Access Person hereunder,
provided that during the period such person is on leave, subsections (ii) and
(iii) in the preceding sentence are applicable.
For purposes of this section, a person does not become an Access Person
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solely by reason of (i) normally assisting in the preparation of public reports
or receiving public reports, but not receiving information about current
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recommendations or trading; or (ii) a single instance of obtaining knowledge of
current recommendations or trading activity, or infrequently and inadvertently
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obtaining such knowledge.
2. OBJECTIVE
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The Securities and Exchange Commission's (the "SEC") code of ethics rule
contained in the Act makes it unlawful for certain persons associated with
investment advisers or principal underwriters of investment companies to engage
in conduct which is deceitful, fraudulent, or manipulative, or which involves
false or misleading statements, in connection with the purchase or sale of a
security held or proposed to be acquired by an investment company. In addition,
Section 204A of the Investment Advisers Act of 1940, as amended (the "Investment
Advisers Act") requires investment advisers to establish, maintain and enforce
written policies and procedures designed to prevent misuse of material non-
public information. The objective of this Code is to maintain the behavior of
certain individuals associated with MCM within the general principles set forth
above, as well as to prevent such persons from engaging in conduct proscribed by
the code of ethics rule and Section 204A of the Investment Advisers Act. The
Designated Supervisory Person or Clearing Officer of MCM (as defined below) will
identify all
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Access Persons and notify them of their reporting obligations at the time they
become an Access Person.
The Designated Supervisory Person is designated by the company to monitor
the overall compliance with this Code. As of the date hereof, the Designated
Supervisory Person is Laila Poveda. The Clearing Officer is designated by MCM to
provide final review and approval with respect to the compliance with this Code.
As of the date hereof, the Clearing Officer is Shelly Meyers. The designations
(listed above) made by MCM may be amended from time to time.
3. GROUNDS FOR DISQUALIFICATION FROM EMPLOYMENT
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Pursuant to the terms of Section 9 of the Act, no officer or employee of
MCM may become, or continue to remain an officer or employee, without an
exemptive order issued by the SEC, if such officer or employee is, or becomes:
(a) within the past ten years convicted of any felony or misdemeanor
involving the purchase or sale of any security or arising out of the
officer's or employee's conduct as an affiliated person, salesman or
employee of any investment company, bank, insurance company or entity or
person required to be registered under the Commodity Exchange Act; or
(b) permanently or temporarily enjoined by any court from acting as
an affiliated person, salesman or employee of any investment company, bank,
insurance company or entity or person required to be registered under the
Commodity Exchange Act, or from engaging in or continuing any conduct or
practice in connection with any such activity or in connection with the
purchase or sale of any security.
It is your obligation to immediately report any conviction or injunction to
the Designated Supervisory Person or Clearing Officer of MCM
4. PROHIBITIONS
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A. PERSONAL TRANSACTIONS IN SECURITIES
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1) Prohibited Conduct
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(a) No Access Person shall buy or sell any security for his own
account or for an account in which he has, or as a result of the
transaction acquires, any direct or indirect beneficial ownership (referred
to herein as a "personal transaction") unless:
(i) advance clearance of the transaction has been obtained;
and
(ii) the transaction is reported in writing to MCM in
accordance with the requirements of Section 6 below.
(b) No Access Person shall purchase or sell, directly or indirectly,
any security in which he has, or by reason of such transaction acquires,
any direct or indirect beneficial
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ownership (as defined below) and which he knows or should have known at the
time of such purchase or sale;
(i) is being considered for purchase or sale by any
accounts managed by MCM, its clients or affiliates;
or
(ii) for purposes of this subsection, a security is "being
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considered for purchase or sale" when a
recommendation to purchase or sell a security has
been made and communicated and, with respect to the
person making the recommendation, when such person
seriously considers making such a recommendation; and
(iii) is being purchased or sold by any accounts managed by
MCM, its clients or affiliates.
(c) No Access Person shall recommend any securities transaction by
any accounts managed by MCM, its clients or affiliates without having
disclosed his interest, if any, in such securities or the issuer of the
securities, including without limitation:
(i) his direct or indirect beneficial ownership of any
securities of such issuer;
(ii) any contemplated transaction by such person in such
securities;
(iii) any position with such issuer or its affiliates; and
(iv) any present or proposed business relationships
between such issuer or its affiliates and such person
or any party in which such person has a significant
interest.
(d) No Access Person shall, directly or indirectly in connection with
the purchase or sale of any securities held or to be acquired by any
accounts managed by MCM, its clients or affiliates:
(i) employ any device, scheme or artifice to defraud such
accounts managed by MCM, its clients or affiliates;
(ii) make to any accounts managed by MCM, its clients or
affiliates untrue statement of a material fact or
omit to state to accounts managed by MCM, its clients
or affiliates a material fact necessary in order to
make the statements made, in light of the
circumstances under which they are made, not
misleading; or
(iii) engage in any act, practice or course of business
which operates or would operate as a fraud or deceit
upon any accounts managed by MCM, its clients or
affiliates.
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For purposes of this section, the term "security" shall have the meaning
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set forth in Section 2(a)(36) of the Act, except that it shall not include
securities issued by the Government of the United States, short term securities
which are "government securities" as defined in Section 2(a)(16) of the Act,
bankers' acceptances, bank certificates of deposit, commercial paper, shares of
registered open-end investment companies and such other money market
instruments, as designated by the company.
B. Personal Securities Trading
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Each employee of MCM who engages in securities trades on his or her own
behalf is required to instruct his or her broker(s) to forward copies of all
confirms and account statements within five business days following the date of
such purchase, to the company's Designated Supervisory Person, as an "interested
party." Copies of all such letters to brokers must be forwarded to the
Designated Supervisory Person.
Confirms and statements are required for all accounts in which the employee
may be deemed under law to be the "beneficial owner" (as defined below) in
Section 5.B. of the securities being traded. Following is a list of accounts
which should be included:
. Any relative who shares your household, including but not limited to
your spouse and your children (including minor children);
. A trust in which you have a beneficial interest, unless you have no
direct or indirect control over the trust;
. A trust under which you are a trustee;
. A revocable trust as to which you are a settlor;
. A Corporation (excluding companies affiliated with the company) of
which you are an officer of 10% or greater stockholder; or
. A partnership of which you are a partner (including most investment
clubs) unless you have no direct or indirect control over the
partnership.
In addition to your broker's providing information on trades as set forth
above, each employee must submit a report on the form attached hereto as
Attachment A to the Designated Supervisory Person within 10 days after each
calendar quarter end.
No reports need to be filed with respect to trades in U.S. government or
agency obligations or shares in open-end mutual funds (i.e., those mutual funds
with shares which are freely traded and redeemed). However, the prohibition
against trading while in possession of material, nonpublic information does
apply to these securities.
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C. RESTRICTIONS AND LIMITATIONS ON PERSONAL SECURITIES TRANSACTIONS
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The following restrictions and limitations govern investments and personal
securities transactions by Access Persons. Unless otherwise indicated, all
restrictions and limitations are applicable to all Access Persons:
1. Securities purchased may not be sold at a profit until at least [60] days
from the purchase trade date. In addition, securities sold may not be purchased
at a lower price until at least [60] days from the sale trade date. Any
violation will result in disgorgement of all profits from the transactions.
1) No short sales are permitted.
2) No transactions in options or futures are permitted, except that
listed options may be purchased and covered call written so long as
the expiration date is more than [60] days from the date of purchase.
Any option purchased must be held at least [60] days.
3) Access Person may only acquire a security in an Initial Public
Offering (IPO) with special permission of the Designated Supervisory
Person and Clearing Officer, and if approved, will be subject to
continuous monitoring for possible future conflict. Any Access Person
wishing to request approval for an IPO must complete an Access Person
Preclearance Request Form and submit the form to the Designated
Supervisory Person and Clearing Officer. A copy of the Access Person
Preclearance Request Form which may be revised at any time, is
attached as Attachment E. Where the Designated Supervisory Person and
Clearing Officer approves any acquisition of IPOs, its decision and
reasons for supporting the decision will be documented in a written
report, which is to be kept for five years after the end of the fiscal
year in which the approval was granted.
4a. Private placements of any kind may only be acquired with special
permission of the Designated Supervisory Person and Clearing Officer,
and, if approved, will be subject to continuous monitoring for
possible future conflict. Any Access Person wishing to request
approval for private placements must complete an Access Person
Preclearance Request Form (as described above) and submit the form to
the Designated Supervisory Persons and Clearing Officer. Where the
Designated Supervisory Person and Clearing Officer approves any
acquisition of private placements, its decision and reasons for
supporting the decision will be documented in a written report, which
is to be kept for five years after the end of the fiscal year in which
the approval was granted.
4b. Any Access Person who has a personal position in an issuer through a
private placement must affirmatively disclose that interest if such
Access Person is
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involved in consideration of any subsequent investment decision
regarding any security of that issuer or its affiliate. In such event,
the final investment decision shall be independently reviewed by the
Clearing Officer. Written records of any such circumstance shall be
maintained and sent to the Designated Supervisory Person.
The following restrictions, 5a, 5b and 5c, apply only to portfolio managers
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(and all persons reporting to portfolio managers).
5a. No purchase or sale transactions may be made in any security by any
portfolio manager (or person reporting to a portfolio manager) for a
period of seven (7) days before or after that security is bought or
sold by any fund for which such portfolio manager (or the portfolio
manager to whom such person reports) serves in that capacity.
5b. No purchase or sale transactions may be made in any security traded
through MCM by any person for a period of seven (7) days before or
after that security is bought or sold by any fund.
5c. Any transactions by persons described in (a) and (b) above within such
enumerated period will be required to be reversed, if applicable, and
any profits or, at the discretion of the Designated Supervisory Person
and Clearing Officer, any differential between the sale price of the
individual security transaction and the subsequent purchase or sale
price by a relevant fund during the enumerated period, will be subject
to disgorgement.
Important: Regardless of the limited applicability of Restriction 5, both
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the Designated Supervisory Person and Clearing Officer monitors all transactions
by all Access Persons in order to ascertain any pattern of conduct which may
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evidence conflicts or potential conflicts with the principles and objectives of
this Code, including a pattern of frontrunning. Annually, both the Designated
Supervisory Person and Clearing Officer shall provide to the Boards of Trustees
of the Funds it advises a written report that (i) describes issues that arose
since the preceding report under this Code or its related procedures, including
but not limited to, information about material violations and sanctions imposed
in response to the material violations, and (ii) shall certify to the Board of
Trustees of the Funds it advises, in the form of Attachment D, that MCM has
adopted procedures reasonably necessary to prevent Access Persons from violating
this Code or its related procedures.
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D. ADVANCE CLEARANCE REQUIREMENT
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1) Procedures
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(a) From Whom Obtained
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Subject to the limitations and restrictions of C above, advance clearance
of a personal transaction in a security must be obtained from both the
Designated Supervisory Person and Clearing Officer of MCM. In the case where
Shelly Meyers, the Clearing officer is trading for her own account, Laila
Poveda, the Designated Supervisory Person, shall act in the capacity of Clearing
Officer to clear her trades.
Prior to obtaining the signature of the Clearing Officer, the form must be
approved by the Designated Supervisory Person.
The Clearing Officer will not sign unless the approval of the Designated
Supervisory Officer is indicated on the form. MCM has implemented procedures
reasonably designed to monitor purchases and sales effected pursuant to the
aforementioned pre-clearance procedures.
(b) Time of Clearance
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All approved securities transactions must take place (prior to 4:00 p.m.
EST) within five business days from and including the date on which complete
advance clearance is obtained. If the transaction is not completed on the final
day of clearance, a new clearance must be obtained, including one for any
uncompleted portion. Post-approval is not permitted under the Code of Ethics.
If it is determined that a trade was completed before approval, it will be
considered a violation of the Code of Ethics.
(c) Form
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Clearance must be obtained by completing and signing the Access Person
Preclearance Request Form provided (as described above) for that purpose by MCM
and obtaining signatures as indicated in sub-section D.1(a) above. The form
must also indicate the name of the individual's Financial Advisor and the Branch
Office Number, as well as other required information.
If you have more than one account under your control, indicate on the
approval sheet for which account the trade is intended. Additionally, please
advise your Financial Advisor to send duplicate copies of your confirmation
slips and broker statements to the Designated Supervisory Person for each
account under your control, within five business days following the date of such
purchase.
(d) Filing
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After all required signatures are obtained, the Access Person Preclearance
Request Form must be filed with the Designated Supervisory Person by noon of the
day following execution of such trade, for filing in the respective individual's
Code of Ethics file and a copy forwarded to
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the Clearing Officer for final review and approval, as described below. A copy
is retained by the employee for his or her records. (If a preclearance request
is denied, a copy of the form will be maintained with the Designated Supervisory
Person.)
2) Factors Considered in Clearance of Personal Transactions
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In addition to the limitations and restrictions set forth in this Code, the
Clearing Officer, in keeping with the general principles and objectives of this
Code of Ethics, may refuse to grant clearance of a personal transaction in
his/her sole discretion without being required to specify any reason for the
refusal. Generally, the Clearing Officer will consider the following factors in
determining whether or not to clear a proposed transaction:
(a) Whether the amount or the nature of the transaction or person
making it is likely to affect the price or market of the security.
(b) Whether the individual making the proposed purchase or sale is
likely to benefit from purchases or sales being made or considered on
behalf of any of its clients.
Whether the transaction is non-volitional on the part of the individual.
5. EXEMPT TRANSACTIONS
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A. The Prohibitions Described In This Code, Shall Not Apply To:
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(a) purchases of sales effected in any account over which the Access
Person has no direct or indirect influence or control;
(b) purchases or sales of securities which are not eligible for
purchases or sale by any accounts managed by MCM, its clients or
affiliates;
(c) purchases or sales that are non-volitional on the part of the
Access Person;
(d) purchases that are part of an automatic dividend reinvestment
plan;
(e) 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
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such rights were acquired from the issuer, and sales of such rights so
acquired;
(f) any securities transaction, or series or related transactions,
[involving 500 shares or less in the aggregate, if the issuer has a market
capitalization (outstanding shares multiplied by the current price per
share) greater than $1 billion]; or
(g) purchases or sales for which the Access Person has received prior
approval from the Designated Supervisory Person. Prior approval shall be
granted only if a purchase or sale of securities is consistent with the
purposes of this Code, Rule 17j-1 and Section 17(j) of the Act. To
illustrate, a purchase or sale shall be considered consistent with those
purposes if such purchase or sale is only remotely potentially harmful to
any
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accounts managed by MCM, its clients or affiliates, because such purchase
or sale would be unlikely to affect a highly institutional market, or
because such purchase or sale is clearly not related economically to the
securities held, purchased or sold by the company.
B. ACCOUNTS COVERED
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Advance clearance must be obtained for any personal transaction in a
security by an Access Person if such Access Person has, or as a result of the
transaction acquires, any direct or indirect beneficial ownership in the
security.
The term "beneficial ownership" is defined by rules of the SEC, which will
be applicable in all cases. Generally, under the SEC rules, a person is
regarded as having beneficial ownership of securities held in the name of:
(a) a husband, wife or a minor child; or
--
(b) a relative sharing the same house; or
--
(c) anyone else if the Access Person:
(i) obtains benefits substantially equivalent to ownership of
the securities; or
(ii) can obtain ownership of the securities immediately or at
some future time.
C. EXEMPTION FROM CLEARANCE REQUIREMENT
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Clearance is not required for any account over which the Access Person has
no influence or control. In case of doubt the Access Person may state on the
Transaction/New Account Report of Securities Transaction form that he or she
disclaims any beneficial ownership in the securities involved.
D. Exempt Securities
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(a) The securities listed below are exempt from the restrictions of
Section 4.C(1) through (5), the advance clearance requirement of Section
4.D., and the quarterly and annual reporting requirements of Section 6.
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Therefore, it is not necessary to obtain advance clearance for personal
transactions in any of the following securities nor is it necessary to
report such securities in the quarterly transaction reports or annual
securities holdings list:
(i) U.S. Government Securities;
(ii) Bank Certificates of Deposit;
(iii) Bankers' Acceptances;
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(iv) Commercial Paper;
(v) Purchases which are part of an automatic dividend reinvestment plan
(All employees with dividend reinvestment plans must submit a memorandum to the
Designated Supervisory Person Department and sales must be pre-approved); and
(vi) Open-end investment companies (mutual funds) (Closed-end funds must be
pre-approved).
(b) In addition, the following securities are exempt from the
restrictions of Section 4.C.(1) through (5) and the advance clearance
requirement of Section 4.D., but are subject to the quarterly and annual
reporting requirements of Section 6:
(i) Unit Investment Trusts; and
(ii) Stock Option Grants and other index-type funds.
6. REPORTING
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All Access Persons must submit the reports attached hereto and as set forth
below. Attached hereto as Attachment B, is an Access Person List, which provides
a list of Access Persons of MCM. In addition, a Certification to the Fund Board
as described below must be submitted on Attachment D.
(a) Initial and Annual Holdings Reports (Attachment C)
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All Access Persons must file a completed Initial and Annual Holdings Report
(to be updated by filing a Transaction/New Account Report, in the form of
Attachment C hereto, within ten days of commencement of their employment, or
otherwise becoming subject to this Code, and thereafter on an annual basis
following the end of the calendar year in compliance with Rule 17j-1. The
information must be current as of a date not more than 30 days before the report
is submitted.
New employees will be required to provide a listing of all non-exempt
securities holdings as of the date of commencement of employment as well as a
listing of all outside brokerage accounts.
(b) Transaction/New Account Report (Attachment A)
---------------------------------------------
All Access Persons must file a completed Transaction/New Account Report, in
the form of Attachment A hereto, within ten calendar days after (i) opening an
account with a broker, dealer or bank in which covered securities are held, or
(ii) entering into any personal securities transactions in which an Access
Person has any direct or indirect beneficial ownership.
Access Persons must file a Report when due even if such person made no
purchases or sales of securities during the period covered by the report. Any
officer exempt from preclearance is subject to the quarterly reporting
requirements.
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(c) Quarterly Transaction Reports (Attachment A)
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Rule 17j-1 requires Access Persons to report personal securities
transactions to his or her Rule 17j-1 organization at least quarterly
("quarterly transaction reports") by filing a completed Transaction/New Account
Report. Quarterly transaction reports are required to be submitted no later
than ten days after the end of the calendar quarter.
(d) Access Person Certification Form (Attachment D)
-----------------------------------------------
In accordance with the Access Person Certification Form (the
"Certification"), attached hereto as Attachment D, all officers, Access Persons
and all employees of MCM must certify that they have read thoroughly, understand
and agree to abide by the conditions set forth in the MCM's Code of Ethics.
7. RESPONSIBILITY TO REPORT
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The responsibility for taking the initiative to report is imposed on each
individual required to make a report. Any effort by MCM to facilitate the
reporting process does not change or alter that responsibility.
8. SANCTIONS
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If a determination is made that an Access Person has committed a violation
of this Code, MCM may impose such sanctions as it deems appropriate, or other
actions may be taken, including but not limited to, a letter of caution or
warning, suspension of personal trading rights, suspension of employment (with
or without compensation), fine, civil referral to the SEC, criminal referral,
and termination of the employment of the violator for cause. An Access Person
also may be required to reverse the trade(s) in question and forfeit any profit
or absorb any loss derived therefrom. The amount of profit shall be calculated
and shall be forwarded to a charitable organization. The Clearing Officer of
MCM, in his sole discretion, is authorized to determine the choice of sanctions
to be imposed in specific cases, including termination of employment of any
employee.
In addition to these penalties, violations by employees may lead to both
public embarrassment of the MCM and significant legal liability for it.
9. CONFIDENTIALITY
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All information obtained from any Access Person hereunder shall be kept in
strict confidence, except that reports of securities transactions hereunder will
be made available to the SEC of any other regulatory or self-regulatory
organization to the extent required by law or regulation.
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10. OTHER LAWS, RULES AND STATEMENTS OF POLICY
------------------------------------------
Nothing contained in this Code shall be interpreted as relieving any Access
Person from acting in accordance with the provision of any applicable law, rule
or regulation or any other statement of policy or procedure governing the
conduct of such person adopted by MCM.
11. FURTHER INFORMATION
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If any person has any question with regard to the applicability of the
provisions of this Code, generally or with regard to any securities transaction
or transactions, he should consult the Designated Supervisory Person or in
absence of the Designated Supervisory Person, the Clearing Officer of MCM.
12. EFFECTIVE DATE
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All employees and officers of MCM (whether or not Access Persons) are
required to sign a copy of this Code indicating their agreement to abide by the
terms of this Code.
In addition, all employees and officers of MCM will be required to certify
annually that (i) they have read and understand the terms of this Code of Ethics
and recognize the responsibilities and obligations incurred by their being
subject to this Code, and (ii) they are in compliance with the requirements of
this Code of Ethics, including but not limited to the reporting of all brokerage
accounts, the preclearance for Access Persons and all non-exempt personal
securities transactions in accordance with this Code.
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Attachment A
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CONFIDENTIAL
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MEYERS CAPITAL MANAGEMENT, LLC.
TRANSACTION/NEW ACCOUNT REPORT
FOR THE QUARTER ENDING ______________, 2000
During the quarter referred to above, the following transactions were
effected in securities which are required to be reported by the Code of Ethics
and Rule 17j-1 under the Investment Company Act of 1940, as amended, where I
had, or by reason of such transactions acquired, direct or indirect beneficial
ownership.
Note: In lieu of entering the information requested below, you may attach
a copy of each confirmation statement or monthly account statements from the
broker, dealer, or bank maintaining your securities account(s).
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
Name of Date Trade Date Purchase or No. of Purchase/ Broker
Security/CUSIP Account Sale Shares or Sale price Dealer or
Number Established Principal Bank
Amount of
Security
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
</TABLE>
Fill out all trade details completely. The date should include the month,
day and year. If no reportable transactions have occurred, please answer
"NONE".
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This report excludes (1) transactions over which I had no direct or
indirect influence or control. (2) other transactions not required to be
reported (i.e. U.S. Government securities, commercial paper, bank obligations
and shares in open end investment companies), (3) is not an admission that I
have or had any direct beneficial ownership of the securities listed above.
Date Filed:__________________________ Signature:__________________
Print Name:_________________
Reason for Approval:_________________ Title:______________________
Approval Date:_______________________ Permission Denied:__________
Denial Date:________________
A-1
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Attachment B
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MEYERS CAPITAL MANAGEMENT, LLC.
Access Person List
The following are a list of Access Persons, as defined in Rule 17j-1 of the
Investment Company Act of 1940, as amended ("Access Persons"), under Meyers
Capital Management, LLC Code of Ethics.
Access persons include any officer, general partner or employee of Meyers
Capital Management, LLC, as listed below./1/
Shelly J. Meyers
Joseph (Jay) Bragdon
Laila Poveda
William Sileo
Dated:____________, 2000
________________
/1/ The above list of Access Persons may be amended from time to time as
required.
B-1
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Attachment C
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MEYERS CAPITAL MANAGEMENT, LLC.
Initial and Annual Holdings Report
<TABLE>
<CAPTION>
Name/Address Number of
of Broker Dealer Account Account Security Date Account Securities
or Bank Name Number Description Established Held
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
</TABLE>
Attached are the covered securities beneficially owned by me as of the date
of this Initial and Annual Holdings Report.
______________________ _________________________
Print or Type Name Reason for Approval
______________________ _________________________
Signature Approval Date
______________________ _________________________
Date Approved By (Print Name)
C-1
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Attachment D
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MEYERS CAPITAL MANAGEMENT, LLC
INITIAL ACCESS PERSON CERTIFICATION FORM
Meyers Capital Management, LLC ("MCM") requires that all officers and
employees of MCM ("Access Persons") certify that they have read and thoroughly
understand and agree to abide by the conditions set forth in the MCM Code of
Ethics (the "Code"). If such employees are deemed to be Access Persons under the
Code, they are required to submit Initial and Annual Holdings Reports, as well
as Transaction/New Account Reports, to the Designated Supervisory Person,
listing all personal securities transactions in Covered Securities1 for all such
accounts in which the Access Person has any direct or indirect beneficial
interest within ten(10) days of entering into any such transactions. Access
persons must direct their broker, dealer or bank(s) to send duplicate trade
confirmations and statements of all such personal securities transactions within
five business days following the date of such purchase, directly to the
Designated Supervisory Person who compares them to the required Transaction/New
Account Reports. Additionally, the Designated Supervisory Person undertakes a
quarterly review of all Access Person's personal securities transactions.
I have read and understand the Code of Ethics. I hereby agree to certify on
an annual basis that I have complied with the requirements of the Code and I
have disclosed or reported all personal securities transactions required to be
disclosed or reported pursuant to the requirements of the Code.
_________________________________ ______________
Type or Print Name Date
_________________________________
Signature of Access Person
The undersigned hereby certifies that MCM has adopted procedures designed
to be reasonably necessary to prevent Access Persons from violating MCM's Code
and the required provisions of Rule 17j-1 under the Investment Company Act of
1940, as amended.
, 2000
__________________________________ ----------------
Laila Poveda Date
Designated Supervisory Person
Meyers Capital Management, LLC
__________________
1 Covered Security means a security as defined in section 2(a)(36) of the Act
[15 U.S.C.80a-2(a)(36)], except that it does not include:
(i) Direct obligations of the Government of the United States;
(ii) Bankers' acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments, including repurchase
agreements; and
(iii) Shares issued by open-end funds.
D-1
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Attachment E
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ACCESS PERSON PRECLEARANCE REQUEST FORM
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Designated Supervisory Person:
On each of the dates proposed below, I hereby request permission to effect
a transaction in the securities indicated below on behalf of myself, my
Immediate Family (as defined in the Code of Ethics of Meyers Capital Management,
LLC (the "Code") adopted pursuant to Rule 17j-1 under the Investment Company Act
of 1940, as amended, trusts of which I am trustee or another account in which I
have a Beneficial Interest or legal title, and which are required to be pre-
approved pursuant to the Code.
(Use approximate dates and amounts of proposed transactions.)
<TABLE>
<CAPTION>
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No. of Nature of
Proposed Shares or Dollar Transaction Broker/
Name of Date of Principal Amount of (Purchase, Dealer or
Security Transaction Amount Transaction Sale, Other) Bank Price
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
</TABLE>
Print Name:_____________________
Title:__________________________
Dated Filed:__________________________ Signature:______________________
Reason Permission Granted:____________ Permission Denied
Approval Date:________________________ Denial Date:____________________
E-1
<PAGE>
EXHIBIT A
STATEMENT OF POLICY OF MEYERS CAPITAL MANAGEMENT, LLC
-----------------------------------------------------
REGARDING INSIDER TRADING
-------------------------
No Access Persons of Meyers Capital may trade in (either personally or on
behalf of clients or others) or recommend any securities, at any time that they
are in possession of material, nonpublic information with respect to the issuer
of such securities. In addition, all such persons must maintain in strict
confidence any material, non public information with respect to the issuer of
any securities, in accordance with the procedures set forth in greater detail in
this Policy.
This Policy and the procedures which implement it, supplement, and do not
replace, any other policies and procedures adopted by MCM. Every employee of the
company must read and retain this Policy.
A. PERSONS TO WHOM THIS POLICY APPLIES
--------------------------------------
This Policy applies to all employees of Meyers Capital, as well as to
securities trading activities on behalf of the company and clients of Meyers
Capital. The limitations set forth in this policy on trading in securities
owned directly by employees also apply to securities that such persons may be
considered as a matter of law or regulation to beneficially own, such as those
held by certain family members, trusts or controlled corporations (see
additional sections in this Code for guidelines regarding such beneficial
ownership).
B. WHAT IS MATERIAL INFORMATION?
-------------------------------
In general, information is "material" with respect to trading in a security
if its disclosure would affect or influence investors' decisions to purchase or
sell the security. A nonexhaustive list of situations with respect to which
would likely be considered to be material is set forth below:
. Mergers, acquisitions or takeovers
. Increase or decrease in dividends
. Financial forecasts, especially estimates of earnings
. Changes in previously disclosed financial information
. Proposed issuance of new securities
. Significant changes in operations
. Significant increases or declines in backlog orders or the award of a
significant contract
E-2
<PAGE>
. Significant new products to be introduced; significant discoveries of
oil and gas, mineral or the like
. Extraordinary borrowing
. Major litigation
. Financial liquidity problems
. Significant changes in management
. The purchase or sale of substantial assets
C. WHEN IS INFORMATION "NON-PUBLIC INFORMATION?"
-----------------------------------------------
There is no clear-cut legal standard governing when information has been
disseminated widely enough to be considered public. Information that has been
filed in publicly-available SEC reports, announced in press releases, carried on
leading business wire services, or printed in business publications should be
deemed to be public information. However, it may be advisable for a person in
possession of material, nonpublic information to wait a reasonable period of
time after such information has been published before making or recommending a
trade in the related securities. The duration of this wait may depend upon the
nature of the information disclosed as well as how quickly and thoroughly the
information was disseminated. For example, if the effect of the information on
an investment decision is readily understandable, as in the case of an earnings
decline, the waiting period may be shorter than if the information must be
carefully evaluated before its bearing on investment decisions can de discerned.
In addition, securities purchased or sold, or being considered for purchase
or sale by MCM, when such transactions involve large blocks of securities, may
be considered information, as block transactions may impact the price of the
security.
D. PROCEDURES TO IMPLEMENT MCM POLICY AGAINST INSIDER TRADING
-------------------------------------------------------------
Employees of MCM may at times come into possession of material, nonpublic
information with respect to our clients or other companies. All employees must
refrain from trading in, or recommending any, securities of any company while
they are in possession of such information with respect to such securities.
The following procedures have been established to aid employees of MCM in
avoiding insider trading, and to aid the company in preventing, detecting and
imposing sanctions, including dismissal, substantial personal liability and
criminal penalties. If you have any questions about these procedures, you
should consult with the Designated Supervisory Person.
E. IDENTIFYING INSIDE INFORMATION
----------------------------------
<PAGE>
Before trading for yourself or others - including mutual funds or other
accounts managed by the company (including accounts containing the company's own
assets) - in the securities of a company about which you may have potential
inside information, ask yourself the following questions?
Is the information material? Is this information that an investor would
--------
consider important in making his or her investment decisions? Is this
information that might affect the market price of the securities if generally
disclosed?
Is the information nonpublic? To whom has this information been provided?
---------
Has the information been effectively communicated to the marketplace by
appearing on business news wire services or being published in The Wall Street
---------------
Journal or other publications of general circulation?
-------
If, after consideration of the above, you believe that the information on
which you may make a trading decision is material and nonpublic, or if you have
questions as to whether the information is material and no public, you should
take the following steps:
Report the matter immediately to the Designated Supervisory Person or
Clearing Officer.
Do not purchase or sell the securities on behalf of yourself or others,
including mutual funds or other accounts managed by the company.
Do not communicate the information inside or outside the company, other
than to the Designated Supervisory Person or Clearing Officer.
After the Designated Supervisory Person has reviewed the issue, you will
either be advised to continue the prohibitions against trading and communication
or be allowed to trade on, or communicate, the information.
