<PAGE>
Exhibit 99.-p(ii)
February, 2000
PERSONAL SECURITIES TRADING
POLICIES AND PROCEDURES
For: Alex. Brown Investment Management ("ABIM")
Investment Company Capital Corp. ("ICC")
----------------------------------------------------------------------------
I. INTRODUCTION
ABIM and ICC ("Asset Management") recognize the desirability
of permitting Employees and members of their immediate
families the opportunity to engage in normal investment
practices for their personal accounts and accounts in which
they have a beneficial interest. The legitimate investment
objectives of Employees, however, must be balanced against the
interests of clients as well as Asset Management's regulatory
responsibilities.
Asset Management's policies and procedures regarding personal
securities trading have been developed in response to various securities laws
and rules and regulations of self-regulatory agencies. These procedures include
many of the recommendations made by a special advisory group formed by the
Investment Company Institute to review practices and standards governing
personal investing. These procedures have been submitted to the Board of
Directors of the Flag Investors Family of mutual funds (the "Funds"), and shall
serve as the Code of Ethics required in connection with Asset Management's
services as investment advisor to the Funds.
Each Employee is expected to adhere to these policies and procedures
so as to avoid any actual or potential conflicts of interest, or situations in
which an individual may be accused of having abused a position of trust and
responsibility. Any questions regarding the application of these policies and
procedures should be directed to your appropriate senior officer or the
designated Asset Management compliance officer.
II. DEFINITIONS
Employee - For purposes of these policies and procedures, the term
Employee will refer to all Employees of Asset Management and members of
their immediate families.
Immediate Family - Immediate Family shall include spouse, minor
children, dependents and other relatives who share the same house and
depend on the Employee for support.
Employee Related Accounts - The term " Employee Related Account" shall
mean any account held in the name of an Employee or in which the
Employee has a Beneficial Interest. In addition, such accounts include
accounts held in the name(s) of any member(s) of the Employee's
Immediate Family as well as any account in which those persons have a
Beneficial Interest.
Beneficial Interest - An Employee or immediate family member shall be
considered to have a beneficial interest in an account if he or she
obtains benefits from the account substantially equivalent to whole or
partial ownership. Employee and immediate family members are also
deemed to have a beneficial interest in accounts in which they have the
power, directly or indirectly, to make investment decisions. Examples
include, but are not limited to, accounts for trusts, partnerships and
corporations in which an Employee or immediate family member maintains
an interest or derives a benefit.
<PAGE>
Discretionary Accounts - An Employee Related Account where full
investment discretion has been granted to an investment manager,
trustee or outside bank where neither the Employee nor a close relative
participates in the investment decisions or is informed in advance of
transactions in the account.
III. POLICIES/PROCEDURES
A. Substantive Restrictions on Personal Investing
1. Initial Public Offerings
Asset Management Employees are prohibited from acquiring shares of an
issuer in an initial public offering.
2. Private Securities Transactions
Asset Management Employees may engage in such transactions
after having obtained the prior written approval of the
appropriate senior officer of their respective business unit
and Mutual Funds Compliance. Attached as Exhibit A is a copy
of the general policy and the appropriate form for making such
request. Among the factors in considering the request by a
senior officer are: 1) whether the opportunity is being made
available to the Employee due to the Employee's position
within Asset Management; 2) whether the transaction would
appear to conflict with clients' interests; and, 3) whether
the security being offered is an appropriate investment to be
made on behalf of clients.
Employees who received approval to engage in a private
securities transaction must disclose that investment in the
event they become involved in any subsequent consideration of
the issuer as a potential investment for the Funds or other
clients. In such circumstances, a final decision to invest on
behalf of clients should be made after independent review by
personnel with no personal interest in the issuer.
3. Blackout Periods
a. Pending Trades - Employees are prohibited from executing a
transaction in an Employee Related Account when Asset
Management clients of their respective business unit have
pending "buy" or "sell" orders in the same security. This
prohibition will remain in effect until such orders are
executed or withdrawn.
b. Fund Trades - Employees are prohibited from trading in a
security for a period of at least seven calendar days
before, and three calendar days after, any transaction by
a Fund Account advised by that respective business unit of
Asset Management in the same security. This blackout
period would be inapplicable where 1) the market
capitalization of the security exceeded $2 billion; and 2)
trades of the respective business unit of Asset Management
do not exceed 10% of the daily average trading volume for
the prior 15 days.
c. Discretionary Accounts - The Blackout Periods described
above do not apply to Discretionary Accounts.
<PAGE>
4. Outside Securities Accounts
a. General
Except in extraordinary circumstances, Asset Management
prohibits the maintenance of Employee Related Accounts
with broker/dealers outside of DBAB. The appropriate
senior officer for their respective business units must
approve any requests by Employees for such accounts.
Attached as Exhibit B, is a copy of the general policy and
the appropriate form for making such request. All such
accounts are subject to prior approval and record keeping
requirements as will be described below.
b. Exceptions
Asset Management has determined that the following outside
accounts are exempt from the prior approval requirements:
(i) accounts maintained directly with an investment
company in which shares of open-end investment
companies only can be purchased; and
(ii) Discretionary Accounts.
c. Transfer
Outside accounts which are not exempt under Section 4.b.
must be transferred to DBAB within forty-five (45) days of
the Employee's hire date.
5. Ban on Short-Term Trading Profits
In addition to the blackout periods noted above, and in the
absence of appropriate extenuating circumstances, Asset
Management Employees are prohibited from profiting in the
purchase and sale, or sale and purchase, of the same (or
equivalent) securities within 60 calendar days. Profits
realized from trades within the proscribed period will be
required to be forfeited to the appropriate Asset Management
business unit. Under limited and appropriate circumstances, an
Employee may request an exception to this restriction. Such
requests may only be made to the appropriate senior officer of
his or her respective business unit.
6. Outside Business Affiliations, Employment or Compensation
Asset Management Employees may not maintain outside
affiliations (e.g. officer or director, governor, trustee,
etc.) without the prior written approval of the appropriate
senior officer of their respective business units. Attached as
Exhibit C is a copy of the general policy and the appropriate
form for making such request. Service on Boards of publicly
traded companies should be limited to a small number of
instances. However, such service may be undertaken based upon
a determination that these activities are consistent with the
interest of Asset Management and its clients. Employees
serving as directors will not be permitted to participate in
the process of making investment decisions on behalf of
clients which involve the subject company.
7. Gifts
Asset Management restricts the making or receiving of gifts
and gratuities to ensure the highest standards of employee
integrity and conduct, and to ensure compliance with rules of
the various self-regulatory organizations. Asset Management
Employees are expected to report and receive prior approval
for any such gifts or gratuities, except for gifts of de
minimis value. De minimis is defined as the annual receipt of
gifts from the same source valued at $100 or less.
<PAGE>
B. Procedures for Personal Investing
1. Transaction Approval
All Asset Management Employees must receive prior approval
of personal securities transactions in Employee Related
Accounts. All prior approval requests must be made in
writing to the appropriate person designated for such
approvals. Approvals of transactions are good for the day
they are given and must be reinstated the next day if not
executed or withdrawn. Attached as Exhibit D is a copy of
the Personal Securities Transaction Approval Form to be
completed by Asset Management Employees. Only after
receiving approval may the Asset Management Employees
contact their registered representative to enter the order.
Requests for approval of trades by ABIM Employees (and the
accompanying approval form) are to be directed to the Chief
Executive Officer, or his designee, and a copy of the
completed form will be maintained centrally at ABIM.
Requests for approval of trades by ICC Employees (and the
accompanying approval form) are to be directed to Mutual
Funds Compliance. After approval, ICC employees must receive
approval from Corporate Compliance and forward the Corporate
pre-clearance number to Mutual Funds Compliance. One copy of
the completed form will be maintained with Mutual Funds
Compliance.
Asset Management has determined that certain securities
transactions are exempt from the prior approval requirements
as follows:
o Trading activity in Discretionary Accounts;
o Shares of open-end investment companies registered
under the Investment Company Act of 1940;
o Shares purchased under an issuer sponsored dividend
reinvestment program;
o Purchases and sales of securities issued or guaranteed
by the U.S. government or its agencies and bank
certificates of deposit;
o To the extent acquired from the issuer, purchases
effected upon the exercise of rights issued pro rata
to holders of a class of securities; and
o Securities purchased under an employer sponsored stock
purchase plan or upon the exercise of employee stock
options. Any sale of securities acquired pursuant to
the exercise of employee stock options remains subject
to the pre-clearance procedures.
<PAGE>
2. Records of Securities Transactions
a. General
Each Asset Management Employee is responsible for
confirming that all Employee Related Accounts are set up
in such a way that designated supervisory personnel
receive records of securities transactions as follows:
(i) In the case of accounts maintained at DBAB, a
report system (the Firm Insider Trade Report
System) has been developed which will provide
designated supervisory personnel a monthly
summary report of securities transactions in
Employee Related Accounts. At the time an account
is approved, Employees must provide the account
name and number to the person in their respective
business unit responsible for maintaining the
report system.
(ii) In the case of outside securities accounts, Asset
Management must receive duplicate copies of
confirmations and statements. Before engaging in
any transactions, the Employee must confirm that:
i) the account has been approved; and, ii) that
firm has been instructed to provide duplicate
confirmations and statements.
b. Exemptions
(i) Accounts maintained directly with an investment
company in which shares of open-end investment
companies only can be purchased are exempt from
the records requirements, provided that the
requisite information regarding the account is
disclosed in the Employee's Initial Holdings
Report and Annual Holdings Report, as described
in paragraph 4.a. below.
(ii) Discretionary Accounts are exempt from the
records requirements, provided that the requisite
information regarding the account is disclosed as
described in paragraph 4.b. below.
3. Post-Trade Monitoring
Asset Management supervisory personnel will conduct periodic reviews of
the trading activities of Asset Management Employees to monitor compliance with
these procedures so as to ensure that the interests of Asset Management and its
clients are not compromised.
4. Certification/Disclosure of Accounts and Holdings
a. Employee Related Accounts
<PAGE>
All Asset Management Employees will, at time of hire and annually
thereafter, be provided with a copy of these policies and procedures and will be
requested to certify annually that they have read and understand them.
(i) Initial Holdings Report
Within 10 days of the Employee's hire date, each
Employee shall make an Initial Holdings Report in the
form of Exhibit E.
(ii) Annual Holdings Report
On an annual basis, each Employee shall make an
Annual Holdings Report in the form of Exhibit E. The
Annual Holdings Report shall contain information
which is current as of a date which is no more than
30 days before the report is submitted.
b. Discretionary Accounts
Each Asset Management Employee with an outside Discretionary
Account will, at the time of hire and annually thereafter,
provide Mutual Funds Compliance with a certification from
their investment manager, trustee or outside bank, as
applicable, as to the discretionary status of the account. The
certification form is attached as Exhibit F.
A. C. Sanctions
Persons violating the provisions of these Personal Trading
Policies and Procedures may be subject to the following
sanctions:
1. Upon the first violation within a one-year period,
the Employee will be subject to a monetary penalty of
$100, or such other penalty as may be determined in
the discretion of the committee referenced in
paragraph 3.
2. Upon the second violation within a one-year period,
the Employee will be subject to a monetary penalty of
$500, or such other penalty as may be determined in
the discretion of the committee referenced in
paragraph 3 (assuming that the first violation was
brought to the Employee's attention).
3. Upon the third violation within a one-year period,
the matter shall be reviewed by a committee
consisting of the Head of the Business Unit, the Head
of Legal and the Head of Compliance. The committee
will determine appropriate sanctions, which may
include (but are not limited to) a letter of censure,
further monetary penalties, restrictions on the
violator's personal securities transactions,
unwinding of the transaction and disgorgement of
profits and suspension or termination of employment.
The proceeds of any monetary penalties recovered in connection
with the sanctions described above shall be donated to the
United Way.
<PAGE>
EXHIBIT A
PRIVATE SECURITIES TRANSACTIONS
Private Securities Transactions are those which are not transacted
through a brokerage firm and/or not reflected on records of accounts maintained
at such brokerage firms. Asset Management Employees and members of their
immediate family may not purchase or sell any security (except those exempt
under these Personal Securities Policies and Procedures) in a private securities
transaction unless the Employee has received the prior written approval of the
senior officer of their respective business unit. Requests for approval must be
made on the Request for Approval of Private Securities Transaction Form (a copy
of which is provided with this Code).
The definition of a private securities transaction should be construed
broadly. Any questions regarding such transactions should be directed to the
senior officer of the respective business unit.
PLEASE SEE THE REQUEST FOR APPROVAL OF PRIVATE SECURITIES TRANSACTION FORM
BEGINNING ON THE FOLLOWING PAGE
<PAGE>
REQUEST FOR APPROVAL OF
PRIVATE SECURITIES TRANSACTION
To: (Branch/Department Manager)
-----------------------------------------------
The undersigned requests approval of the following securities transaction:
Issuer:
Is Issuer a publicly traded company? Yes No
----------
Buy: Sell: Anticipated Date of Transaction:
---------- ----------
Description of Securities:
Number of Shares/Units: Cost/Proceeds
------------------------- -------------
Name of person from whom I propose to purchase or to whom I propose to sell:
Is this person a client of the Firm? Yes No
----------
If yes, what is nature of the client relationship between that person and the
firm?
To your knowledge, is this investment being offered to others? Yes No
------
Are you providing any service or advice to this Issuer? Yes No
------
If yes, please describe the service or advice:
(Name of Person Requesting Approval)
________________________
(Date) (Signature)
...............................................................................
IMPORTANT NOTICE
IT IS THE FIRM'S POLICY THAT EMPLOYEES MAY NOT SOLICIT OR RECOMMEND TO
ANY CLIENT OF THE FIRM THE PURCHASE OF ANY SECURITY UNLESS SUCH PURCHASE IS MADE
THROUGH THE FIRM. MOREOVER, THE RECEIPT BY ANY EMPLOYEE OF A "FINDER'S FEE" OR
OTHER COMPENSATION FROM A PERSON OR COMPANY UNRELATED TO THE FIRM FOR REFERRALS
OF PROSPECTIVE INVESTORS IS PROHIBITED.
To: Mutual Funds Compliance
I have reviewed and approved this request for permission to engage in
the private securities transaction described. In connection with this request, I
have the following comments:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
________________________________________
(Name of Branch/Department Manager)
____________ ________________________________________
(Date) (Signature of Branch/Department Manager)
...............................................................................
To: (Person Requesting Approval)
-----------------------------------------------
Your request for permission to engage in the private securities
transaction described on the front of this form has been approved. If any of the
details of that transaction change, please advise Mutual Funds Compliance before
the transaction is completed.
_________________________
(Date) (Mutual Funds Compliance)
<PAGE>
A. EXHIBIT B
OUTSIDE SECURITIES ACCOUNTS
It is the Firm's policy that all Employee Related Accounts be
maintained at DBAB. Such accounts may be maintained at outside firms only in
extraordinary circumstances. Any such requests for an outside securities account
must be made in writing on a Request for Approval of an Outside Brokerage
Account Form (a copy of which is provided with these procedures) and approved in
advance by the appropriate senior officer of the respective business unit.
Approval will be granted only if:
|X| The other firm offers products of services not available through
DBAB; or,
|X| Other extenuating needs or circumstances exist and are
demonstrated.
PLEASE SEE THE REQUEST FOR APPROVAL OF OUTSIDE BROKERAGE ACCOUNT FORM
BEGINNING ON THE FOLLOWING PAGE
<PAGE>
REQUEST FOR APPROVAL OF AN OUTSIDE BROKERAGE ACCOUNT
To: From:
----------------------------------- ------------------------------
Branch/Department Manager
The undersigned requests approval to maintain the outside brokerage account
described below.
Name & Address
------------------------------------------------------------
of Broker Dealer
------------------------------------------------------------
Investment Representative for A/C:
------------------------------------------
A/C #: A/C Title:
---------------------------- ----------------------
Reason for Request:
---------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
I understand that if my request is approved, I must:
1) Comply with the Firm's procedures requiring prior approval by my
supervisor of All transactions in this account; and
2) Make the necessary arrangements for my supervisor to receive
duplicate confirmations and monthly statements for this account.
____________________________________ _________________________________________
(Name of Person Requesting Approval) (Signature of Person Requesting Approval)
...............................................................................
To: Mutual Funds Compliance Date:
-------------------------
I have reviewed and approved this request for the above outside
brokerage account.
___________________________________ ________________________________________
(Name of Branch/Department Manager) (Signature of Branch/Department Manager)
<PAGE>
EXHIBIT C
OUTSIDE BUSINESS AFFILIATIONS,
EMPLOYMENT AND COMPENSATION
General Policy
No Asset Management Employee may maintain outside affiliations
(directorships, governorships or trusteeships) with business organizations,
outside employment or receive compensation from any source, without the prior
approval of the senior officer of their respective business unit. In addition,
some instances may require approval by the New York Stock Exchange as well.
Requests for approval must be made on the Outside Business Affiliation,
Employment or Compensation Form (a copy of which is provided with these
procedures). Termination of such affiliations must also be reported.
Service on Board of Eleemosynary Organizations
Asset Management Employees are encouraged not only to provide monetary
support to charitable and civic organizations in their communities, but also to
be generous with their time and effort. Asset Management is justifiably proud
that many Employees serve as officers, directors, trustees or fund-raisers for
numerous eleemosynary organizations.
From time to time, such organizations may need to procure, either
directly or indirectly, brokerage or investment management services that DBAB
provides, and the Employee associated with such an organization may expect
either to provide those services on behalf of DBAB, or be compensated by DBAB as
a result of the use of these services, or to be directed business by an
unrelated service provider recommended by the Employee to that organization.
For the benefit of the eleemosynary organization, DBAB and the Asset
Management Employee associated with the eleemosynary organization, the following
guidelines apply whenever DBAB is providing or is expected to provide services,
directly or indirectly, to the organization with which the employee is
associated:
1. The Employee must disclose his or her employment by DBAB; and,
2. If the Employee expects to be compensated by DBAB in connection
with or as a result of, the services provided by DBAB or an
unrelated service provider recommended by the Employee, the
Employee must disclose this fact; and,
3. If the Employee is a member of the body which decides whether to
employ DBAB, the Employee must abstain from participating in the
selection of the service provider; and,
4. All of the foregoing must be memorialized in writing to the
appropriate officer of the board of the eleemosynary organization
or in the minutes of the applicable meeting(s) of the governing
body at which the selection of the service provider is made.
PLEASE SEE THE APPROVAL OF OUTSIDE BUSINESS AFFILIATION, EMPLOYMENT OR
COMPENSATION FORM ON THE FOLLOWING PAGE
<PAGE>
OUTSIDE BUSINESS AFFILIATION, EMPLOYMENT OR COMPENSATION
FIRM POLICY
No Employee may maintain any outside affiliations (e.g. officer or
director, governor, or trustee etc.) with any business organization, outside
employment, or receive compensation from any source without prior approval of
the individual's Branch/Department Manager and Mutual Funds Compliance.
Outside affiliation relationships with non-business organizations (e.g.
church, civic organization, etc.) do not require prior approval unless the
Employee wants to establish and handle an account for the organization.
Generally, Employee's may not serve as trustee for any such accounts while they
also serve as IR.
Please provide the information requested below, sign on the back, and
submit the form to you Branch/Department Manager for approval. You will be
informed if approval is granted.
1. Employee Name:
-------------------------------------------------------------
2. Organization with which you wish to become affiliated, or organization or
person by whom you wish to be employed or compensated:
a. Name:
-------------------------------------------------------------------
b. Address:
----------------------------------------------------------------
c. Nature of Business:
-----------------------------------------------------
d. Does the organization have publicly traded securities?
-----------------
e. If so, where are they traded?
-------------------------------------------
f. Does the organization have a brokerage account at the Firm?
------------
g. If so, what is the account number and who is the IR?
-------------------
3. State the nature of your proposed affiliation or employment, or the nature of
the services for which you will be compensated, and briefly describe your
duties:
----------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
4. On what date will your proposed affiliation, employment or compensation
begin?
---------
5. a. Will you be compensated?
------------------------------------------------
b. If so, how much?
---------------------------------------------------------
6. State the nature and extent of your financial interest, if any, in the
organization:
------------
7. State the amount of time you will devote to the organization's business and
indicate whether you will devote any time to the organization's business
during normal working hours:
------------------------------------------------------------------------
8. State the reasons why you have been asked to become affiliated with the
organization (social contact, knowledge of the industry, etc.)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
<PAGE>
..............................................................................
To: (Branch/Department Manager)
-------------------------------------------
The undersigned requests approval of the outside business affiliation,
employment or compensation described on the reverse side of this request.
_________________________________________
(Name of Person Requesting Approval)
_____________________ _________________________________________
(Date) (Signature of Person Requesting Approval)
..............................................................................
To: Mutual Funds Compliance
I have reviewed and approved this request for the outside business
affiliation, employment or compensation described on the reverse side of this
request. In connection with this request, I have the following comments:
_______________________________________
(Name of Branch/Department Manager)
_______________ _______________________________________
(Date) (Signature of Branch/Department Manager)
...............................................................................
To: (Person Requesting Approval)
----------------------------------------------
The outside business affiliation, employment or compensation described
on the reverse side of this request has been approved. Please advise your
Manager and the Legal/Compliance Department in writing if any of the information
on the reverse side of this request changes materially.
_______________ ___________________________
(Date) (Mutual Funds Compliance)
<PAGE>
IV. EXHIBIT D
ICC EMPLOYEE TRANSACTION APPROVAL FORM
--------------------------------------------------------------------------------
EMPLOYEE NAME
--------------------------------------------------------------------------------
NAME OF SECURITY
--------------------------------------------------------------------------------
BUY or SELL/ # OF SHARES
--------------------------------------------------------------------------------
TRADE DATE
--------------------------------------------------------------------------------
ACCOUNT #
--------------------------------------------------------------------------------
BROKER / BROKERAGE
--------------------------------------------------------------------------------
Are you aware of any fund trades of the securities named above in the past 3
days or of the intention of any fund manager to trade the securities named above
within the next 7 days? o YES o NO
If the transaction described above is a purchase, does it involve the
acquisition of shares of an issuer in an initial public offering? o YES o NO
(Purchases of shares of an issuer in an initial public offering are prohibited.)
If the transaction described above is a transaction for profit, have you held
your position in the securities for more than 60 days? o YES o NO
(If transaction is for profit, position must be held a minimum of sixty (60)
days prior to sale.)
Approval
-----------------------------
Corporate Compliance 212-469-8787 Corporate Pre-Clearance # ____________
___________________________
--------------------------------------------------------------------------------
FOR COMPLIANCE DEPARTMENT USE ONLY
-Market cap: ____ over $2 billion ____ under $2 billion
-Fund trades do not exceed 10% of Issuer's average daily trading volume for
last 15 days: ____ yes ____ no
-Blackout period applies: ____ yes ____ no
_____ Initials
<PAGE>
V. EXHIBIT E
ALEX. BROWN INVESTMENT MANAGEMENT
INVESTMENT COMPANY CAPITAL CORP.
INITIAL/ANNUAL HOLDINGS REPORT
NAME: ________________________
DATE:
I hereby certify that I have read, understand and have complied with the
memorandum entitled: Personal Securities Trading Policies and Procedures.
Furthermore, I am providing/confirming below certain additional information.
IF MORE SPACE IS NEEDED, ATTACH AN ADDITIONAL FORM
1. Provided below is a description of all Employee Related Accounts
(including open-end investment company accounts), as described in these
procedures, which I maintain or in which I have a beneficial interest.
PLEASE ATTACH A COPY OF THE MOST RECENT STATEMENT FOR ALL ACCOUNTS LISTED
BROKER/DEALER OR BANK
ACCOUNT NAME ACCOUNT NUMBER AT WHICH MAINTAINED
------------ -------------- ---------------------
------------ -------------- ---------------------
------------ -------------- ---------------------
------------ -------------- ---------------------
------------ -------------- ---------------------
------------ -------------- ---------------------
------------ -------------- ---------------------
<PAGE>
2. Provided below is a description of securities in which I have any
direct or indirect beneficial interest.
SHARE/
NAME OF CLASS UNIT PRINCIPAL AMOUNT
ISSUER OF SECURITIES AMOUNT (IF DEBT SECURITY)
------ ------------- ------ ------------------
-------------- ------------- ---------- ------------------
-------------- ------------- ---------- ------------------
-------------- ------------- ---------- ------------------
-------------- ------------- ---------- ------------------
-------------- ------------- ---------- ------------------
-------------- ------------- ---------- ------------------
3. I have engaged in the following private securities transactions during
the calendar year.
NAME OF ISSUER DATE OF TRANSACTION NATURE OF INVESTMENT
-------------- ------------------- --------------------
-------------- ------------------- --------------------
-------------- ------------------- --------------------
-------------- ------------------- --------------------
-------------- ------------------- --------------------
-------------- ------------------- --------------------
-------------- ------------------- --------------------
_______________
(Date) (Signature)
------------------------------------------------------------------------------
FOR COMPLIANCE DEPARTMENT USE ONLY
Reviewed by:
Name: ________________________________
Signature: ___________________________
<PAGE>
B. EXHIBIT F
DISCRETIONARY ACCOUNT CERTIFICATION FORM
I, ____________________ hereby certify that I am a representative of
the investment manager, trustee or outside bank at which the account described
below is maintained:
ACCOUNT NAME: ___________________________________________
ACCOUNT NUMBER: ___________________________________________
FIRM AT WHICH
MAINTAINED: ___________________________________________
BENEFICIARY(IES): ___________________________________________
I further certify that neither the Beneficiary named above nor any
close relative of the Beneficiary exercises investment discretion over the
account, participates in investment decisions with respect to the account or is
informed in advance of transactions in the account.
----------------------------------
(Signature)
----------------------------------
(Name)
----------------------------------
(Title)
<PAGE>
May, 2000
Alex. Brown Investment Management ("ABIM")
PERSONAL SECURITIES TRADING
POLICIES AND PROCEDURES
------------------------------------------------------------------------
I. INTRODUCTION
ABIM recognizes the desirability of permitting Employees and
members of their immediate families the opportunity to engage
in normal investment practices for their personal accounts and
accounts in which they have a beneficial interest. The
legitimate investment objectives of Employees, however, must
be balanced against the interests of clients as well as ABIM's
regulatory responsibilities.
ABIM's policies and procedures regarding personal securities trading
have been developed in response to various securities laws and rules and
regulations of self-regulatory agencies. These procedures include many of the
recommendations made by a special advisory group formed by the Investment
Company Institute to review practices and standards governing personal
investing. These procedures have been submitted to the Board of Directors of the
Flag Investors Family of mutual funds (the "Funds"), and shall serve as the Code
of Ethics required in connection with ABIM's services as investment advisor to
the Funds.
Each Employee is expected to adhere to these policies and procedures
so as to avoid any actual or potential conflicts of interest, or situations in
which an individual may be accused of having abused a position of trust and
responsibility. Any questions regarding the application of these policies and
procedures should be directed to the Chief Executive Officer or the designated
ABIM compliance officer.
II. DEFINITIONS
Employee - For purposes of these policies and procedures, the term
Employee will refer to all Employees of ABIM and members of their
immediate families.
Immediate Family - Immediate Family shall include spouse, minor
children, dependents and other relatives who share the same house and
depend on the Employee for support.
Employee Related Accounts - The term " Employee Related Account" shall
mean any account held in the name of an Employee or in which the
Employee has a Beneficial Interest. In addition, such accounts include
accounts held in the name(s) of any member(s) of the Employee's
Immediate Family as well as any account in which those persons have a
Beneficial Interest.
Beneficial Ownership - Beneficial Ownership of a security is to be
determined in the same manner as it is for purposes of Section 16 of
the Securities Exchange Act of 1934. This means that an Employee or
immediate family member should generally consider himself or herself
the beneficial owner of any securities of which he or she shares in the
profits, even if he or she has no influence on voting or disposition of
the securities. Examples include, but are not limited to, accounts for
trusts, partnerships and corporations in which an Employee or immediate
family member maintains an interest or derives a benefit.
Discretionary Accounts - An Employee Related Account where full
investment discretion has been granted to an investment manager,
trustee or outside bank where neither the Employee nor a close relative
participates in the investment decisions or is informed in advance of
transactions in the account.
<PAGE>
III. POLICIES/PROCEDURES
A. Substantive Restrictions on Personal Investing
5. Initial Public Offerings
ABIM Employees are prohibited from acquiring shares of an issuer in an
initial public offering.
6. Private Securities Transactions
ABIM Employees may engage in such transactions after having
obtained the prior written approval of the Chief Executive
Officer or the designated ABIM compliance officer. Attached as
Exhibit A is a copy of the general policy and the appropriate
form for making such request. Among the factors in considering
the request by a senior officer are: 1) whether the
opportunity is being made available to the Employee due to the
Employee's position within ABIM; 2) whether the transaction
would appear to conflict with clients' interests; and, 3)
whether the security being offered is an appropriate
investment to be made on behalf of clients.
Employees who received approval to engage in a private
securities transaction must disclose that investment in the
event they become involved in any subsequent consideration of
the issuer as a potential investment for the Funds or other
clients. In such circumstances, a final decision to invest on
behalf of clients should be made after independent review by
personnel with no personal interest in the issuer.
7. Blackout Periods
a. Pending Trades - Employees are prohibited from executing a
transaction in an Employee Related Account when ABIM
clients of their respective business unit have pending
"buy" or "sell" orders in the same security. This
prohibition will remain in effect until such orders are
executed or withdrawn.
d. Fund Trades - Employees are prohibited from trading in a
security for a period of at least seven calendar days
before, and three calendar days after, any transaction by
a Fund Account advised by ABIM in the same security. This
blackout period would be inapplicable where 1) the market
capitalization of the security exceeded $2 billion; and 2)
trades of the respective business unit of ABIM do not
exceed 10% of the daily average trading volume for the
prior 15 days.
e. Discretionary Accounts - The Blackout Periods described
above do not apply to Discretionary Accounts.
8. Outside Securities Accounts
a. General
Except in extraordinary circumstances, ABIM prohibits the
maintenance of Employee Related Accounts with
broker/dealers outside of DBAB. The Chief Executive
Officer or the designated ABIM compliance officer approves
any requests by Employees for such accounts. If such
outside securities accounts are approved, ABIM must
receive duplicate copies of confirmations and statements.
Before engaging in any transactions, the Employee must
confirm that: i) the account has been approved; and, ii)
that firm has been instructed to provide duplicate
confirmations and statements. Attached as Exhibit B, is a
copy of the general policy and the appropriate form for
making such request. All such accounts are subject to
prior approval and record keeping requirements as will be
described below.
<PAGE>
b. Exceptions
ABIM has determined that the following outside accounts
are exempt from the prior approval requirements:
(i) accounts maintained directly with an investment
company in which shares of open-end investment
companies only can be purchased; and
(iii) Discretionary Accounts.
c. Transfer
Outside accounts which are not exempt under Section 4.b.
must be transferred to DBAB within forty-five (45) days of
the Employee's hire date.
9. Ban on Short-Term Trading Profits
In addition to the blackout periods noted above, and in the
absence of appropriate extenuating circumstances, ABIM
Employees are prohibited from profiting in the purchase and
sale, or sale and purchase, of the same (or equivalent)
securities within 60 calendar days. Profits realized from
trades within the proscribed period will be required to be
forfeited to the appropriate ABIM business unit. Under limited
and appropriate circumstances, an Employee may request an
exception to this restriction. Such requests may only be made
to the appropriate Chief Executive Officer or the designated
ABIM compliance officer.
10. Outside Business Affiliations, Employment or Compensation
ABIM Employees may not maintain outside affiliations (e.g.
officer or director, governor, trustee, etc.) without the
prior written approval of the appropriate senior officer of
their respective business units. Attached as Exhibit C is a
copy of the general policy and the appropriate form for making
such request. Service on Boards of publicly traded companies
should be limited to a small number of instances. However,
such service may be undertaken based upon a determination that
these activities are consistent with the interest of ABIM and
its clients. Employees serving as directors will not be
permitted to participate in the process of making investment
decisions on behalf of clients which involve the subject
company.
11. Gifts
ABIM restricts the making or receiving of gifts and gratuities
to ensure the highest standards of employee integrity and
conduct, and to ensure compliance with rules of the various
self-regulatory organizations. ABIM Employees are expected to
report and receive prior approval for any such gifts or
gratuities, except for gifts of de minimis value. De minimis
is defined as the annual receipt of gifts from the same source
valued at $100 or less.
<PAGE>
B. Procedures for Personal Investing
2. Transaction Approval
All ABIM Employees must receive prior approval of personal
securities transactions in Employee Related Accounts. All
prior approval requests must be made in writing to the
appropriate person designated for such approvals. Approvals
of transactions are good for the day they are given and must
be reinstated the next day if not executed or withdrawn.
Attached, as Exhibit D is a copy of the Personal Securities
Transaction Approval Form to be completed by ABIM Employees.
Only after receiving approval may the ABIM Employees contact
their registered representative to enter the order.
Requests for approval of trades by ABIM Employees (and the
accompanying approval form) are to be directed to the Chief
Executive Officer, or his designee, and a copy of the
completed form will be maintained centrally at ABIM.
ABIM has determined that certain securities transactions are
exempt from the prior approval requirements as follows:
o Trading activity in Discretionary Accounts;
o Shares of open-end investment companies registered
under the Investment Company Act of 1940;
o Shares purchased under an issuer sponsored dividend
reinvestment program;
o Purchases and sales of securities issued or guaranteed
by the U.S. government or its agencies and bank
certificates of deposit;
o To the extent acquired from the issuer, purchases
effected upon the exercise of rights issued pro rata
to holders of a class of securities; and
o Securities purchased under an employer sponsored stock
purchase plan or upon the exercise of employee stock
options. Any sale of securities acquired pursuant to
the exercise of employee stock options remains subject
to the pre-clearance procedures.
<PAGE>
2. Records of Securities Transactions
a. General
Each ABIM Employee is responsible for confirming
that all Employee Related Accounts are set up in such a
way that designated supervisory personnel receive records
of securities transactions as follows:
(ii) In the case of accounts maintained at DBAB, a
report system (the Firm Insider Trade Report
System) has been developed which will provide
designated supervisory personnel a weekly summary
report of securities transactions in Employee
Related Accounts. At the time an account is
approved, Employees must provide the account name
and number to the person in their respective
business unit responsible for maintaining the
report system.
(ii) In the case of outside securities accounts, ABIM
must receive duplicate copies of confirmations
and statements. Before engaging in any
transactions, the Employee must confirm that: i)
the account has been approved; and, ii) that firm
has been instructed to provide duplicate
confirmations and statements.
b. Exemptions
(ii) Accounts maintained directly with an investment
company in which shares of open-end investment
companies only can be purchased are exempt from
the records requirements, provided that the
requisite information regarding the account is
disclosed in the Employee's Initial Holdings
Report and Annual Holdings Report, as described
in paragraph 4.a. below.
(ii) Discretionary Accounts are exempt from the
records requirements, provided that the requisite
information regarding the account is disclosed as
described in paragraph 4.b. below.
3. Post-Trade Monitoring
ABIM supervisory personnel will conduct periodic reviews of the trading
activities of ABIM Employees to monitor compliance with these procedures so as
to ensure that the interests of ABIM and its clients are not compromised.
8. Certification/Disclosure of Accounts and Holdings
a. Employee Related Accounts
<PAGE>
All ABIM Employees will, at time of hire and annually thereafter, be
provided with a copy of these policies and procedures and will be requested to
certify annually that they have read and understand them.
(i) Initial Holdings Report
Within 10 days of the Employee's hire date, each
Employee shall make an Initial Holdings Report in the
form of Exhibit E.
(ii) Annual Holdings Report
On an annual basis, each Employee shall make an
Annual Holdings Report in the form of Exhibit F. The
Annual Holdings Report shall contain information
which is current as of a date which is no more than
30 days before the report is submitted.
b. Discretionary Accounts
Each ABIM Employee with an outside Discretionary Account will,
at the time of hire and annually thereafter, provide Chief
Executive Officer or the designated ABIM compliance officer
with a certification from their investment manager, trustee or
outside bank, as applicable, as to the discretionary status of
the account. The certification form is attached as Exhibit G.
B. C. Sanctions
Persons violating the provisions of these Personal Trading
Policies and Procedures may be subject to the following
sanctions:
When a violation occurs, a committee consisting of ABIM senior
management will review the violation. The committee will
determine appropriate sanctions, which may include (but are
not limited to) a letter of censure, monetary penalties,
restrictions on the violator's personal securities
transactions, unwinding of the transaction and disgorgement of
profits and suspension or termination of employment.
The proceeds of any monetary penalties recovered in connection
with the sanctions described above shall be donated to the
United Way.
<PAGE>
EXHIBIT A
PRIVATE SECURITIES TRANSACTIONS
Private Securities Transactions are those which are not transacted
through a brokerage firm and/or not reflected on records of accounts maintained
at such brokerage firms. ABIM Employees and members of their immediate family
may not purchase or sell any security (except those exempt under these Personal
Securities Policies and Procedures) in a private securities transaction unless
the Employee has received the prior written approval of the senior officer of
their respective business unit. Requests for approval must be made on the
Request for Approval of Private Securities Transaction Form (a copy of which is
provided with this Code).
The definition of a private securities transaction should be construed
broadly. Any questions regarding such transactions should be directed to the
senior officer of the respective business unit.
PLEASE SEE THE REQUEST FOR APPROVAL OF PRIVATE SECURITIES TRANSACTION
FORM BEGINNING ON THE FOLLOWING PAGE
<PAGE>
REQUEST FOR APPROVAL OF
PRIVATE SECURITIES TRANSACTION
To: J. Dorsey Brown, III (Chief Executive Officer)
----------------------
The undersigned requests approval of the following securities transaction:
Issuer:
Is Issuer a publicly traded company? Yes No
----------
Buy: Sell: Anticipated Date of Transaction:
---------- ----------
Description of Securities:
Number of Shares/Units: Cost/Proceeds
----------------------------------
Name of person from whom I propose to purchase or to whom I propose to sell:
Is this person a client of the Firm? Yes No
----------
If yes, what is nature of the client relationship between that person and the
firm?
To your knowledge, is this investment being offered to others? Yes No
----
Are you providing any service or advice to this Issuer? Yes No
-----
If yes, please describe the service or advice:
(Name of Person Requesting Approval)
_____________________
(Date) (Signature)
...............................................................................
IMPORTANT NOTICE
IT IS THE FIRM'S POLICY THAT EMPLOYEES MAY NOT SOLICIT OR RECOMMEND TO
ANY CLIENT OF THE FIRM THE PURCHASE OF ANY SECURITY UNLESS SUCH PURCHASE IS MADE
THROUGH THE FIRM. MOREOVER, THE RECEIPT BY ANY EMPLOYEE OF A "FINDER'S FEE" OR
OTHER COMPENSATION FROM A PERSON OR COMPANY UNRELATED TO THE FIRM FOR REFERRALS
OF PROSPECTIVE INVESTORS IS PROHIBITED.
To: J. Dorsey Brown, III, Chief Executive Officer
I have reviewed and approved this request for permission to engage in
the private securities transaction described. In connection with this request, I
have the following comments:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
J. Dorsey Brown, III
-----------------------------------
(Name of Branch/Department Manager)
---------------- -------------------------------------------
(Date) (Signature of Branch/Department Manager)
..............................................................................
<PAGE>
To: (Person Requesting Approval)
----------------------------------------
Your request for permission to engage in the private securities
transaction described on the front of this form has been approved. If any of the
details of that transaction change, please advise Mutual Funds Compliance before
the transaction is completed.
-----------------------
(Date) J. Dorsey Brown, III, Chief Executive Officer
<PAGE>
C. EXHIBIT B
OUTSIDE SECURITIES ACCOUNTS
It is the Firm's policy that all Employee Related Accounts be
maintained at DBAB. Such accounts may be maintained at outside firms only in
extraordinary circumstances. Any such requests for an outside securities account
must be made in writing on a Request for Approval of an Outside Brokerage
Account Form (a copy of which is provided with these procedures) and approved in
advance by the appropriate senior officer of the respective business unit.
Approval will be granted only if:
|X| The other firm offers products of services not available through
DBAB; or,
|X| Other extenuating needs or circumstances exist and are
demonstrated.
PLEASE SEE THE REQUEST FOR APPROVAL OF OUTSIDE BROKERAGE ACCOUNT
FORM BEGINNING ON THE FOLLOWING PAGE
<PAGE>
REQUEST FOR APPROVAL OF AN OUTSIDE BROKERAGE ACCOUNT
To: J. Dorsey Brown, III From:
---------------------------------- ------------------------------
Branch/Department Manager
The undersigned requests approval to maintain the outside brokerage account
described below.
Name & Address
------------------------------------------------------------
of Broker Dealer
------------------------------------------------------------
Investment Representative for A/C:
------------------------------------------
A/C #: A/C Title:
---------------------------- ----------------------
Reason for Request:
---------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
I understand that if my request is approved, I must:
3) Comply with the Firm's procedures requiring prior approval by my
supervisor of All transactions in this account; and
4) Make the necessary arrangements for my supervisor to receive duplicate
confirmations and monthly statements for this account.
____________________________________ ________________________________________
(Name of Person Requesting Approval) (Signature of Person Requesting Approval)
...............................................................................
To: Mutual Funds Compliance Date:
------------------------
I have reviewed and approved this request for the above outside
brokerage account.
___________________________________ _______________________________________
(Name of Branch/Department Manager) (Signature of Branch/Department Manager)
<PAGE>
EXHIBIT C
OUTSIDE BUSINESS AFFILIATIONS,
EMPLOYMENT AND COMPENSATION
General Policy
No ABIM Employee may maintain outside affiliations (directorships,
governorships or trusteeships) with business organizations, outside employment
or receive compensation from any source, without the prior approval of the Chief
Executive Officer or the designated ABIM compliance officer. In addition, some
instances may require approval by the New York Stock Exchange as well. Requests
for approval must be made on the Outside Business Affiliation, Employment or
Compensation Form (a copy of which is provided with these procedures).
Termination of such affiliations must also be reported.
Service on Board of Eleemosynary Organizations
ABIM Employees are encouraged not only to provide monetary support to
charitable and civic organizations in their communities, but also to be generous
with their time and effort. ABIM is justifiably proud that many Employees serve
as officers, directors, trustees or fund-raisers for numerous eleemosynary
organizations.
From time to time, such organizations may need to procure, either
directly or indirectly, brokerage or investment management services that DBAB
provides, and the Employee associated with such an organization may expect
either to provide those services on behalf of DBAB, or be compensated by DBAB as
a result of the use of these services, or to be directed business by an
unrelated service provider recommended by the Employee to that organization.
For the benefit of the eleemosynary organization, DBAB and the ABIM
Employee associated with the eleemosynary organization, the following guidelines
apply whenever DBAB is providing or is expected to provide services, directly or
indirectly, to the organization with which the employee is associated:
5. The Employee must disclose his or her employment by ABIM; and,
6. If the Employee expects to be compensated by DBAB in connection
with or as a result of, the services provided by DBAB or an
unrelated service provider recommended by the Employee, the
Employee must disclose this fact; and,
7. If the Employee is a member of the body which decides whether to
employ DBAB, the Employee must abstain from participating in the
selection of the service provider; and,
8. All of the foregoing must be memorialized in writing to the
appropriate officer of the board of the eleemosynary organization
or in the minutes of the applicable meeting(s) of the governing
body at which the selection of the service provider is made.
PLEASE SEE THE APPROVAL OF OUTSIDE BUSINESS AFFILIATION, EMPLOYMENT OR
COMPENSATION FORM ON THE FOLLOWING PAGE
<PAGE>
OUTSIDE BUSINESS AFFILIATION, EMPLOYMENT OR COMPENSATION
FIRM POLICY
No Employee may maintain any outside affiliations (e.g. officer or
director, governor, or trustee etc.) with any business organization, outside
employment, or receive compensation from any source without prior approval of
the individual's Branch/Department Manager and Mutual Funds Compliance.
Outside affiliation relationships with non-business organizations (e.g.
church, civic organization, etc.) do not require prior approval unless the
Employee wants to establish and handle an account for the organization.
Generally, Employee's may not serve as trustee for any such accounts while they
also serve as IR.
Please provide the information requested below, sign on the back, and
submit the form to you Branch/Department Manager for approval. You will be
informed if approval is granted.
1. Employee Name:
--------------------------------------------------------------
7. Organization with which you wish to become affiliated, or organization or
person by whom you wish to be employed or compensated:
h. Name:
-------------------------------------------------------------------
i. Address:
----------------------------------------------------------------
j. Nature of Business:
-----------------------------------------------------
k. Does the organization have publicly traded securities?
-----------------
l. If so, where are they traded?
-------------------------------------------
m. Does the organization have a brokerage account at the Firm?
-------------
n. If so, what is the account number and who is the IR?
-------------------
8. State the nature of your proposed affiliation or employment, or the nature of
the services for which you will be compensated, and briefly describe your
duties:
----------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
9. On what date will your proposed affiliation, employment or compensation
begin?
---------
10. a. Will you be compensated?
-----------------------------------------------
b. If so, how much?
-------------------------------------------------------
11. State the nature and extent of your financial interest, if any, in the
organization:
------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------
7. State the amount of time you will devote to the organization's business and
indicate whether you will devote any time to the organization's business
during normal working hours:
--------------------------------------------------------------------------
8. State the reasons why you have been asked to become affiliated with the
organization (social contact, knowledge of the industry, etc.)
--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------
<PAGE>
.............................................................................
To: J. Dorsey Brown, III (Chief Executive Officer)
-------------------------------------------
The undersigned requests approval of the outside business affiliation,
employment or compensation described on the reverse side of this request.
_______________________________________
(Name of Person Requesting Approval)
______________ _______________________________________
(Date) (Signature of Person Requesting Approval)
...............................................................................
To: Mutual Funds Compliance
I have reviewed and approved this request for the outside business
affiliation, employment or compensation described on the reverse side of this
request. In connection with this request, I have the following comments:
--------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
________________________________________
(Name of Branch/Department Manager)
_____________ ________________________________________
(Date) (Signature of Branch/Department Manager)
................................................................................
To: (Person Requesting Approval)
--------------------------------------------
The outside business affiliation, employment or compensation described
on the reverse side of this request has been approved. Please advise your
Manager and the Legal/Compliance Department in writing if any of the information
on the reverse side of this request changes materially.
_______________ ___________________________
(Date) (Mutual Funds Compliance)
<PAGE>
VI. EXHIBIT D
ABIM EMPLOYEE TRANSACTION APPROVAL FORM
--------------------------------------------------------------------------------
EMPLOYEE NAME
--------------------------------------------------------------------------------
NAME OF SECURITY
--------------------------------------------------------------------------------
BUY or SELL/ # OF SHARES
--------------------------------------------------------------------------------
TRADE DATE
--------------------------------------------------------------------------------
ACCOUNT #
--------------------------------------------------------------------------------
BROKER / BROKERAGE
--------------------------------------------------------------------------------
Are you aware of any fund trades of the securities named above in the past 3
days or of the intention of any fund manager to trade the securities named above
within the next 7 days? o YES o NO
If the transaction described above is a purchase, does it involve the
acquisition of shares of an issuer in an initial public offering? o YES o NO
(Purchases of shares of an issuer in an initial public offering are prohibited.)
If the transaction described above is a transaction for profit, have you held
your position in the securities for more than 60 days? o YES o NO
(If transaction is for profit, position must be held a minimum of sixty (60)
days prior to sale.)
Approval
-----------------------
------------------------------------------------------------------------------
FOR COMPLIANCE DEPARTMENT USE ONLY
-Market cap: ____ over $2 billion ____ under $2 billion
-Fund trades do not exceed 10% of Issuer's average daily trading volume for last
15 days: ____ yes ____ no
-Blackout period applies: ____ yes ____ no
_____ Initials
<PAGE>
VII. EXHIBIT E
ALEX. BROWN INVESTMENT MANAGEMENT
INITIAL HOLDINGS REPORT
Name of Reporting Person:
-----------------------------------------------------
Date Person Became an Access Person:
-----------------------------------------
Information in Report Dated As Of:
-------------------------------------------
Date Report Due (within 10 days of becoming an Access Person):
---------------
Date Report Submitted:
-------------------------------------------------------
Securities Holdings
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Name of Issuer and Title of Security Principal Amount, Maturity Date and Interest Rate (if applicable)
<S> <C>
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
</TABLE>
If you have no securities holdings to report, please check here:
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue:
-----------------------------
------------------------------------------------------------------------------
Securities Accounts
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Name(s) and Type of Account
<S> <C>
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
</TABLE>
If you have no securities accounts to report, please check here:____________
I certify that I have included on this report all securities holdings and
accounts required to be reported pursuant to the Code of Ethics of Alex. Brown
Investment Management.
__________________________________ __________________
Signature Date
<PAGE>
VIII. EXHIBIT F
ALEX. BROWN INVESTMENT MANAGEMENT
ANNUAL HOLDINGS REPORT
Name of Reporting Person:
-----------------------------------------------------
Information in Report Dated as have (no more than 30 days before date report
is submitted):
----------------------------------------------------------------
Date Report Due:
-------------------------------------------------------------
Date Report Submitted:
-------------------------------------------------------
Year Ended:
------------------------------------------------------------------
Securities Holdings
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Name of Issuer and Title of Security Principal Amount, Maturity Date and Interest Rate (if applicable)
<S> <C>
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
</TABLE>
If you have no securities holdings to report for the year, please check here:
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue:
-----------------------------
------------------------------------------------------------------------------
Securities Accounts
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Date Account Was Name(s) and Type of Account
Established
<S> <C> <C>
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
</TABLE>
If you have no securities accounts to report for the year, please check
here:____________
I certify that I have included on this report all securities holdings and
accounts required to be reported pursuant to the Code of Ethics of Alex. Brown
Investment Management.
_________________________________ _________________
Signature Date
<PAGE>
EXHIBIT G
DISCRETIONARY ACCOUNT CERTIFICATION FORM
I, ____________________ hereby certify that I am a representative of
the investment manager, trustee or outside bank at which the account described
below is maintained:
ACCOUNT NAME: ___________________________________________
ACCOUNT NUMBER: ___________________________________________
FIRM AT WHICH
MAINTAINED: ___________________________________________
BENEFICIARY(IES): ___________________________________________
I further certify that neither the Beneficiary named above nor any
close relative of the Beneficiary exercises investment discretion over the
account, participates in investment decisions with respect to the account or is
informed in advance of transactions in the account.
----------------------------------
(Signature)
----------------------------------
(Name)
----------------------------------
(Title)
