Exhibit p.3
CODE OF ETHICS
OF
NORTHERN CAPITAL MANAGEMENT, LLC
(Revised Effective August 25, 2000)
I. INTRODUCTION
This Code of Ethics ("Code") is being adopted in
compliance with the requirements of Sections 204A
and 206 of the Investment Advisers Act of 1940 (the
"Advisers Act") and Rule 204-2 thereunder, and
Section 17 (j) of the Investment Company Act of
1940 (the "ICA") and Rule 17j-1 thereunder, to
effectuate the purposes and objectives of these
provisions.
Section 204A of the Advisers Act requires the
establishment and enforcement of policies and
procedures reasonably designed to prevent the
misuse of material nonpublic information by
investment advisors. Such procedures are contained
in this Code. The Code also contains procedures
with respect to personal securities transactions of
all NORTHERN CAPITAL MANAGEMENT, LLC ("NCM")
employees. These procedures cover transactions in
a security in which the employee has a beneficial
interest (as defined herein) or in accounts over
which the employee exercises control as well as
transactions by members of the employee's immediate
family.
Section 206 of the Advisers Act makes it unlawful
for NCM or its agents or employees to employ any
device, scheme, or artifice to defraud any client
or prospective client or to engage in fraudulent,
deceptive, or manipulative practices. Similarly,
Section 17 (j) of the ICA and Rule 17j-1
thereunder, prohibits NCM or an affiliated person
of NCM, in connection with the purchase and sale,
directly or indirectly, by such person of a
security held or to be acquired by a registered
investment company from (i) employing any device,
scheme or artifice to defraud such registered
investment company, (ii) making any untrue
statement of a material fact or omitting to state 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)
engaging in fraudulent, deceptive or manipulative
practices with respect to such registered
investment company. This Code contains provisions
reasonably necessary to prevent persons from
engaging in acts in violation of the above
standards and procedures reasonably necessary to
prevent violations of the Code.
This Code is adopted by NCM's Board of Directors.
It is based upon the principle that the officers,
directors, and employees of NCM
<PAGE>
and certain affiliated persons of NCM owe a fiduciary
duty to, among others, NCM's clients to conduct their
affairs, including their personal securities
transactions, in such manner to avoid (i) serving
their own personal interests ahead of clients,
(ii) taking inappropriate advantage of their
position with NCM, and (iii) any actual or
potential conflicts of interest or any abuse of
their position of trust and responsibility. This
fiduciary duty includes the duty of the Compliance
Officer of NCM, Joan J. Worden, to report
violations of the Code to NCM's Board of Directors
or senior management.
By complying with the Code, NCM's employees can
minimize NCM's and their own personal exposure from
potential violation of laws governing securities
transactions and fiduciary relationships.
Adherence to the Code is a basic condition of
employment by NCM. Any questions about the Code or
its applicability to a particular transaction
should be directed to the Compliance Officer or a
designated officer.
II. POLICY STATEMENT ON INSIDER TRADING
NCM forbids any officer, director, or employee from
trading, either personally or on behalf of others,
including accounts managed by NCM, on material
nonpublic information (as defined herein) or
communicating material nonpublic information to
others in violation of the law. This conduct is
frequently referred to as "insider trading." NCM's
policy applies to every officer, director, and
employee and extends to activities within and
outside their duties at the firm. Any questions
regarding NCM's insider trading safeguards should
be referred to the Compliance Officer.
The term "insider trading" is not defined in the
federal securities laws but generally is used to
refer to the use of material nonpublic information
to trade in securities (whether or not one is an
"insider") or to communications of material
nonpublic information to others.
While the law concerning insider trading is not
static, it is generally understood that the law
prohibits:
1. trading by an insider while in possession of
material nonpublic information; or
2. trading by a non-insider while in possession of
material nonpublic information, where the information
either was disclosed to the non-insider in violation of
an insider's duty to keep it confidential or was
misappropriated; or
3. communicating material nonpublic information to others.
The concept of "insider" is broad. It includes
officers, directors, and employees of a company.
In addition, a person can be a "temporary insider"
if he or she enters into a
<PAGE>
special confidential relationship in the conduct of a
company's affairs and as a result is given access to
information solely for the company's purposes. A temporary
insider can include, among others, a company's
attorneys, accountants, consultants, bank lending
officers, and the employees of such organizations.
NCM may become a temporary insider of a company it
advises or for which it performs other services.
For that to occur, the company must expect NCM to
keep the disclosed nonpublic information
confidential, and the relationship must at least
imply such a duty before NCM will be considered an
insider.
Trading on inside information is not a basis for
liability unless the information is material.
"Material information" generally is defined as
information for which there is a substantial
likelihood that a reasonable investor would
consider it important in making his or her
investment decisions or information that is
reasonably certain to have a substantial effect on
the price of a company's securities. Information
that officers, directors, and employees should
consider material includes, but is not limited to:
dividend changes, earnings estimates, changes in
previously released earnings estimates, significant
merger or acquisition proposals or agreements,
major litigation, liquidation problems, and
extraordinary management developments.
Information is nonpublic until it has been
effectively communicated to the marketplace. One
must be able to point to some fact to show that the
information is generally public. For example,
information found in a report filed with the SEC or
appearing in Dow Jones, Reuters Economic Services,
The Wall Street Journal or other publications of
general circulation would be considered public.
Before trading for yourself or others 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 would substantially
affect the market price of the securities if generally
disclosed?
* Is the information nonpublic?
_ How and from whom has the information been
obtained?
_ To whom has this information been provided?
_ Has the information been effectively communicated
to the marketplace?
<PAGE>
If, after consideration of the above, you believe
that the information is material and nonpublic or
if you have questions concerning whether the
information is material and nonpublic, you should
take the following steps:
1. Report the matter immediately to the Compliance
Officer or a designated officer.
2. Do not purchase or sell the securities on behalf
of yourself or others.
3. Do not communicate the information inside or
outside NCM, other than to the Compliance Officer or a
designated officer.
4. After the Compliance Officer or a designated
officer has reviewed the facts, you will be given
appropriate instructions.
Information in your possession that you identify as
material and nonpublic may not be communicated to
anyone, including persons within NCM, except as
provided above. In addition, care should be taken
so that such information is secure. For example,
files containing material, nonpublic or proprietary
information should be sealed; access to computer
files containing such information should be
restricted.
The role of the Compliance Officer is critical to
the implementation and maintenance of NCM's
policies and procedures against insider trading.
NCM's Compliance Officer's supervisory procedures
can be divided into two classifications: prevention
of insider trading and detection of insider
trading. The strict observance of these procedures
is vital since penalties for trading on or
communicating material nonpublic information can be
severe. Apart from termination of employment with
NCM, an employee can be subject to the following
penalties even if he or she does not personally
benefit from the violation: civil injunctions,
disgorgement of profits, jail sentences,
substantial fines up to three times the profit
gained or loss avoided.
To prevent insider trading, NCM will supplement
this discussion with timely information to
familiarize its employees with current developments
and, when it has been determined that an officer,
director, or employee of NCM has material nonpublic
information, implement measures to prevent
dissemination of such information, and, if
necessary, restrict employees from trading the
securities.
To detect insider trading, the Compliance Officer
will review the personal trading activity reports
(as described below) filed by each officer,
director, and employee and the trading activity of
accounts managed by NCM.
<PAGE>
III. PROHIBITED TRANSACTIONS
1. Certain Conduct.
No employee shall engage in any act, practice,
or course of conduct which would violate the
antifraud provisions of Section 206 of the
Advisers Act or Section 17 (j) of the ICA set
forth above. Nor shall any employee or
affiliate of NCM sell to or purchase from a
client any security or other property, except
securities approved by the Investment Committee.
2. Conflicting Transactions.
No employee shall:
(a) purchase or sell, directly or indirectly, any
security in which he or she has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership and which to his or her actual knowledge at
the time of such purchase or sale:
(i) is "being actively considered for purchase or
sale" by NCM or
(ii) is "being purchased or sold" by any client
portfolio of NCM.
(b) disclose to persons not employed by NCM the
securities activities engaged in or contemplated for
client portfolios of NCM.
For purposes of this prohibition, the italicized
terms have the following meanings:
A security is "being actively considered for
purchase or sale" or is "being purchased or
sold" when a recommendation to purchase or
sell the security has been made and
communicated by the Investment Committee or
other NCM advisory personnel, which includes
when NCM has a pending "buy" or "sell" order
with respect to a security and, with respect
to the person making the recommendation, when
such person seriously considers making such a
recommendation. "Purchase or sale of a
security" includes the writing of an option
to purchase or sell a security.
"Beneficial ownership" shall be as defined
in, and interpreted in the same manner as it
would be in determining whether a person is
subject to the provisions of, Section 16 of
the Securities Exchange Act of 1934 and the
rules and regulations thereunder. These
rules, generally speaking, encompass those
situations where the beneficial owner has the
right to enjoy some economic benefit from the
ownership of the security. A person is
normally regarded as
<PAGE>
the beneficial owner of securities held in
the name of his or her spouse or minor children
living in his or her household.
3. Gifts.
No employee shall accept any gift or other thing
of more than $100 in value from any person or
entity that does, or seeks to do, business with
or on behalf of NCM. Gifts in excess of this
value must either be returned to the donor or
paid for by the recipient. It is not NCM's
intent to prohibit the everyday courtesies of
business life; therefore, employees may accept
an occasional meal, theater ticket,
entertainment, or sporting event that is an
incidental part of a business meeting.
4. Initial Public Offerings.
No employee or any member of his or her
household may acquire any securities in an
initial public offering. This prohibition is
necessary to preclude any possibility of such
person profiting from his or her position with
NCM or NCM's relationships with its brokers.
5. Private Placements.
No employee may purchase any securities in a
private placement, without prior approval of the
Compliance Officer or other designated officer.
NCM must maintain a record of any decision, and
the reasons supporting the decision, to approve
the acquisition by employees for at least five
years after the end of the fiscal year in which
the approval is granted. Any person authorized
to purchase securities in a private placement
shall disclose that investment when they play a
part in any subsequent consideration by NCM of
an investment in the issuer. In such
circumstances, NCM's decision to purchase
securities of the issuer shall be subject to
independent review by advisory personnel with no
personal interest in the issuer.
6. Service as a Director.
No employee shall serve on the board of
directors of any publicly traded company without
prior authorization of NCM's Board of Directors.
Any such authorization shall be based upon a
determination that service on the board would be
consistent with the interests of NCM's clients.
Where board service is approved, NCM shall
implement a "Chinese Wall" or other appropriate
procedures to isolate such person from NCM's
advisory personnel making decisions relating to
that company's securities.
7. United Asset Management Corporation Securities.
No NCM employee shall advise or recommend to
clients the purchase or sale of United Asset
Management Corporation ("UAM") securities. No
employee
<PAGE>
exercising discretion shall purchase or
sell for a client UAM securities, unless such
transaction is entirely unsolicited and the
employee has no role in evaluating the client's
investment decision.
IV. PERSONAL SECURITIES TRANSACTIONS
1. Pre-clearance.
Except as provided below, all NCM employees
shall receive prior written approval from the
Compliance Officer or other designated officer
by the Board of Directors before purchasing or
selling securities. See Exhibit D.
Securities which are not being actively
considered for purchase or sale (as defined in
Section III) by NCM or any client portfolio of
NCM shall generally be entitled to clearance
from the Compliance Officer (assuming the trade
does not violate NCM's insider trading policy).
2. Disclosure of Personal Holdings and
Identification of Brokerage Accounts.
(a) All employees shall disclose to the Compliance
Officer all personal securities holdings upon the later
of commencement of employment or the effective date of
this Code and thereafter on an annual basis as of
December 31. The initial report shall be made on the
form attached as Exhibit A, and the annual report shall
be submitted on Exhibit B to the Compliance Officer
within 10 days of the calendar year-end. All personal
securities transactions which are pre-cleared according
to this Code must be conducted through brokerage
accounts that have been identified to the Compliance
Officer.
(b) Employees must direct their brokers to deliver to
NCM's Compliance Officer copies of all confirmations
and statements related to their brokerage accounts.
3. Reporting of Personal Securities Transactions.
(a) Every employee shall report to the Compliance
Officer the information described in the next paragraph
with respect to transactions in any security in which
such person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership
(as defined in Section III) in the security provided,
however, an employee shall not be required to make a
report with respect to transactions for any account
over which such person does not have any direct
influence.
To assist an employee in determining whether
he or she has a beneficial interest in a
security, please review the examples attached
as Appendix I.
<PAGE>
(b) Reports required to be made under this paragraph
shall be made not later than 10 days after the end of
the calendar quarter in which the transaction was
effected. Every employee shall be required to submit a
report for all periods, including those periods in
which no securities transactions were effected. A
report shall be made on the form attached as Exhibit C.
The form contains the following information:
i. the date of the transaction, the title, the
interest rate and maturity date (if applicable), the
security name, the ticker symbol, and the number of
shares or principal amount of the security; and
ii. the initials of the Compliance Officer or other
designated person who signed the "preclearance request"
form; and
iii. the nature of the transaction (i.e., purchase,
sale, or any other type of acquisition or disposition)
and the security type (stock, bond, option, warrant,
etc.); and
iv. the price at which the transaction was effected
and the aggregate amount of the transaction (shares
multiplied by price); and
v. the name of the broker, dealer, or bank with or
through whom the transaction was effected, and
vi. the date that the report is submitted.
(c) The report may contain a statement that it shall
not be construed as an admission by the person making
such report that he or she has any direct or indirect
beneficial ownership in the security to which the
report relates.
(d) Reports of personal securities transactions
submitted to the Compliance Officer shall be
confidential and shall be provided only to the officers
and directors of NCM and when necessary, NCM's counsel
or to regulatory authorities upon request.
4. Compliance Review of Personal Securities
Transaction Reports.
NCM's Compliance Officer and senior management
shall review the duplicate brokerage statements
and personal securities transactions reports
submitted by employees to determine compliance
with the personal trading restrictions in the
Code.
<PAGE>
5. Short-Term Trading.
Employees should be aware that short-term
trading (i.e. within 60 days) may cause
potential conflicts of interest with NCM
clients. Where such trading indicates a pattern
of abuse or an effort to capitalize on a market
impact caused by a trade in one of NCM's client
portfolios, the Compliance Officer (in
consultation with other officers or counsel, if
necessary) may decline to approve such
transactions.
V. TRANSACTIONS EXEMPTED FROM PRE-CLEARANCE PROCEDURES
The following transactions and securities are
exempt from the pre-clearance procedures described
in Section IV:
1. Purchases or sales effected in any account over
which the employee has no direct influence or control.
2. Purchases or sales which are not voluntary on the
employee's part (i.e., stock splits, recapitalizations,
and mergers).
3. Purchases which are part of an automatic dividend
reinvestment plan.
4. 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 such issuer, and sales of such rights so
acquired.
5. Municipal securities.
6. Listed index options and futures contracts (S&P
500 Index or DJIA).
7. S&P 500 Depository Receipts (synthetic securities
designed to mimic the S&P 500 Index).
8. Gifts to charitable organizations (shares of
stock).
9. U.S. government securities.
10. Bank certificates of deposit or commercial paper.
11. Shares of open-end investment companies (mutual
funds).
VI.CONFLICTS OF INTEREST
Every employee of NCM shall notify the Compliance
Officer of any personal conflict or other
relationship which may involve NCM's clients, such
as the existence of any
<PAGE>
business or economic
relationship between them. Notification should be
made at the time any such conflict arises and in
the Initial Report (Exhibit A) and Annual Report
(Exhibit B) filed with the Compliance Officer.
VII. REPORTING OF VIOLATIONS TO THE BOARD OF DIRECTORS
1. The Compliance Officer of NCM shall promptly
report to the President or the Board of Directors all
apparent violations of this Code and the reporting
requirements thereunder.
2. When the Compliance Officer of NCM finds that a
transaction otherwise reportable to the Board of
Directors under paragraph one of this section could not
reasonably be found to have resulted in a fraud,
deceit, or manipulative practice in violation of
Section 206 of the Advisers Act or Rule 17j-1 under the
ICA, she may, in her discretion, lodge a written
memorandum of such finding and the reasons therefore
with the reports made pursuant to this Code in lieu of
reporting the transaction to the President or Board of
Directors.
3. The Board of Directors shall consider reports made
to it hereunder and shall determine whether or not this
Code has been violated and what sanctions, if any,
should be imposed. The President or Board of Directors
will determine what action is appropriate for any
breach of the Code, and possible actions may include
reprimands, fines or assessments, removal from office,
or suspension or termination of employment.
VIII. ANNUAL REPORTING TO THE BOARD OF DIRECTORS
The Compliance Officer shall prepare an annual
report relating to this Code to the Board of
Directors of NCM and to the Board of Directors of
any investment company for which NCM serves as
investment adviser. Such report shall:
(a) summarize existing procedures concerning personal
investing and any changes in the procedures made during
the past year;
(b) identify any violations requiring significant
remedial action during the past year;
(c) identify any recommended changes in the existing
restrictions or procedures based upon NCM's experience
under its Code, evolving industry practices, or
developments in applicable laws or regulations, and
<PAGE>
(d) certify that NCM has adopted procedures
reasonably necessary to prevent its employees
from violating this code.
IX. RETENTION OF RECORDS
NCM shall maintain this Code, a list of all persons
required to make reports hereunder from time to
time, a copy of each personal securities
transaction report made by an employee, each
memorandum made by the Compliance Officer of NCM
hereunder, and a record of known violations and
actions taken as a result thereof in an easily
accessible place for not less than 5 years.
X. CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
Every NCM employee shall certify annually on
Exhibit B that he or she:
(a) has read and understands the Code and recognizes
that he or she is subject thereto;
(b) has complied with the requirements of the Code;
and
(c) has reported all conflicts of interest
and personal securities transactions required
to be reported pursuant to the requirements of
the Code.
<PAGE>
Appendix I
CODE OF ETHICS
EXAMPLE OF BENEFICIAL OWNERSHIP
For purposes of the Code of Ethics, you will be
deemed to have a beneficial interest in a security
if you have the opportunity, directly or
indirectly, to profit or share in any profit
derived from a transaction in the security.
Examples of beneficial ownership under this
definition include:
* securities you own, no matter how they are
registered, and including securities held for you by
others (for example, by a custodian or broker or by a
relative, executor, or administrator) or that you have
pledged to another (as security for a loan, for
example);
* securities held by a trust of which you are a
beneficiary (except that, if your interest is a
remainder interest and you do not have or participate
in investment control of trust assets, you will not be
deemed to have a beneficial interest in securities held
by the trust);
* securities held by you as trustee or co-trustee,
where either you or any member of your immediate family
(i.e., spouse, children, or descendants, stepchildren,
parents and their ancestors, and stepparents, in each
case treating a legal adoption as blood relationship)
has a beneficial interest (using these rules) in the
trust;
* securities held by a trust of which you are the
settlor, if you have the power to revoke the trust
without obtaining the consent of all the beneficiaries
and have or participate in investment control;
* securities held by any partnership in which you
are a general partner, to the extent of your interest
in partnership capital or profits;
* securities held by a personal holding company
controlled by you alone or jointly with others;
* securities held by (i) your spouse (unless legally
separated) or you and your souse jointly or (ii) your
minor children or any immediate family member of you or
your spouse (including an adult relative), directly or
through a trust, who is sharing your home, even if the
securities were not received from you and the income
from the securities is not actually used for the
maintenance of your household; or
* securities you have the right to acquire (for
example, through the exercise of a derivative
security), even if the right is not presently
exercisable, or securities as to which, through any
other type of arrangement, you obtain benefits
substantially equivalent to those of ownership.
<PAGE>
CODE OF ETHICS
EXAMPLE OF BENEFCIAL OWNERSHIP
You will not be deemed to have beneficial
ownership of securities in the following
situations:
* securities held by a limited partnership in which
you do not have a controlling interest and do not have
or share investment control over the partnership's
portfolio and
* securities held by a foundation of which you are a
trustee and donor, provided that the beneficiaries are
exclusively charitable and you have no right to revoke
the gift.
These examples are not inclusive. There are other
circumstances in which you may be deemed to have a
beneficial interest in a security. Any questions
about whether you have a beneficial interest
should be directed to NCM's Compliance Officer,
Joan J. Worden, or NCM's President and Chief
Investment Officer, Daniel T. Murphy.
<PAGE>
EXHIBIT "A"
CODE OF ETHICS
INITIAL REPORT
To the Compliance Officer:
1. I hereby acknowledge receipt of a copy of the Code
of Ethics of Northern Capital Management, LLC ("NCM").
2. I have read and understand the Code and the policy
concerning material nonpublic information contained
therein and recognize that I am subject to the Code as
an employee of NCM.
3. I have provided to NCM's Compliance Officer the
names and addresses of each investment account that I
have with any broker-dealer, bank, or other firm and
have directed such firms to deliver duplicate
confirmations and statements to NCM.
4. Except as noted below, I hereby certify that I
have no knowledge of the existence of any personal
conflict of interest or relationship which may involve
NCM's clients, such as any economic relationship
between my transactions and securities held or to be
acquired by NCM clients or any other relationship
(business or personal) between myself and any client of
NCM.
5. As of the date below, I have a direct or indirect
beneficial ownership in the following securities
(attach additional sheets if necessary):
Name of Security and Number of Type of Interest
Ticker Symbol Shares Held Account Name (Direct or Indirect)
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Signature: ____________________________
Print Name: ____________________________
Date: ____________________________
*This report must be completed upon the latter of
commencement of employment or the effective date of
the Code and submitted to the Compliance Officer.
<PAGE>
EXHIBIT "A"
Page 2
CODE OF ETHICS
INITIAL REPORT
Name of Security and Number of Type of Interest
Ticker Symbol Shares Held Account Name (Direct or Indirect)
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Signature: ______________________________
Print Name: ______________________________
Date: ______________________________
<PAGE>
EXHIBIT "A"
Page 3
CODE OF ETHICS
INITIAL REPORT
<TABLE>
Requested to Send
Direct or Indirect Duplicate Confirms
Name of Broker, Exact Name & # of Address of Beneficial and Statements
Bank or other firm Account Custodian Ownership Yes/No
<S> <C> <C> <C> <C>
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
____________________________________________________________________________________________________
</TABLE>
Signature: ______________________
Print Name: ______________________
Date: ______________________
<PAGE>
EXHIBIT "B"
CODE OF ETHICS
ANNUAL REPORT
To the Compliance Officer:
1. I have again read and understand the Code and
certify that during the past year I have complied with
the requirements of the Code, and I have reported to
the Compliance Officer all securities transactions
required to be reported under the Code.
2. I have provided to NCM's Compliance Officer the
names and addresses of each investment account that I
have with any broker-dealer, bank, or other firm and
have directed such firms to deliver duplicate
confirmations and statements to NCM.
3. Except as noted below, I hereby certify that I
have no knowledge of the existence of any personal
conflict of interest or relationship which may involve
NCM's clients, such as any economic relationship
between my transactions and securities held or to be
acquired by NCM clients or any other relationship
(business or personal) between myself and any client of
NCM.
4. As of this year-end, I have a direct or indirect
beneficial ownership in the following securities
(attach additional sheets if necessary):
Name of Security and Number of Type of Interest
Ticker Symbol Shares Held Account Name (Direct or Indirect)
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Signature: _____________________________
Print Name: _____________________________
Date: _____________________________
* This report must be completed within 10 days after
the calendar year-end and submitted to the Compliance
Officer.
<PAGE>
EXHIBIT "B"
Page 2
CODE OF ETHICS
ANNUAL REPORT
Name of Security and Number of Type of Interest
Ticker Symbol Shares Held Account Name (Direct or Indirect)
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Signature: __________________________
Print Name: __________________________
Date: __________________________
<PAGE>
EXHIBIT "B"
Page 3
CODE OF ETHICS
ANNUAL REPORT
<TABLE>
Requested to
Send Duplicate
Name of Broker, Exact Name & # of Address of Direct or Indirect Confirms and Statements
Bank or other firm Account Custodian Beneficial Ownership Yes/No
<S> <C> <C> <C> <C>
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
</TABLE>
Signature: ____________________
Print Name: ____________________
Date: ____________________
