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EXHIBIT (p)(iv)
(updated February 21, 2000)
CODE OF ETHICS
Provident Distributors, Inc.
BlackRock Distributors, Inc.
Offit Funds Distributor, Inc.
Northern Funds Distributor, LLC.
(collectively, "Distributors")
This Code of Ethics (the "Code") establishes rules of conduct for
persons who are associated with the Distributors referred to above. The Code
governs their personal investments and other investment-related activities.
The basic rule is very simple: put the client's interests first.
Officers, directors and employees owe a fiduciary duty to, among others, the
shareholders of each of the funds for which the Distributors serve as principal
underwriters ("the Funds") to conduct their personal securities transactions in
a manner which does not interfere with fund portfolio transactions or otherwise
take unfair advantage of their relationships with the Funds. Further, all
personal Securities transactions must be conducted in such a manner as to avoid
any actual or potential conflict of interest or any abuse of an individual's
position of trust and responsibility. Persons covered by the Code must adhere to
these general principles as well as comply with the Code's specific provisions.
This Code is intended to assist persons associated with the
Distributors in fulfilling their obligations under the law. The first part lays
out who the Code applies to, the second part deals with personal investment
activities, the third part deals with other sensitive business practices, and
subsequent parts deal with reporting and administrative procedures.
The Code is very important to the Distributors and persons associated
with the Distributors. Violations may not only cause the Distributors
embarrassment, loss of business, legal restrictions, fines and other punishments
but for persons governed by this Code, demotion, suspension, firing, ejection
from the securities business and very large fines.
I. APPLICABILITY
(A) The Code applies to each of the following:
1. The Distributors referred to at the top of page one of the
Code.
2. Any officer, director, employee, or associated person of
any of the Distributors who, in the ordinary course of
business, makes, participates in or obtains information
regarding the purchase or sale of Covered Securities (as
defined herein) by the Funds for which the Distributors
act as a principal underwriter or whose function or duties
in the ordinary course of business relate to the making of
any recommendation to a Fund regarding the purchase or
sale of covered securities. This includes the formulation
and making of investment recommendations and decisions,
the purchase and sale of securities for the Funds and the
utilization of information about investment
recommendations, decisions and trades.
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3. Any other officer, director, employee, or associated
person of any of the Distributors not described in (A)2
above.
(B) DEFINITIONS
1. ACCESS PERSONS. The persons described in items (A)2 above.
2. ACCESS PERSON ACCOUNT. Includes all advisory, brokerage,
bank, trust or other accounts or forms of direct or
indirect beneficial ownership in which one or more Access
Person and/or one or more members of an Access Person's
immediate family have an economic interest. Immediate
family includes an Access Person's spouse and minor
children living with the Access Person. Investment
partnerships and similar indirect means of ownership are
also included.
3. AFFILIATES OF THE FUNDS. The Distributors.
4. COMPLIANCE OFFICER. The compliance officer of the
Distributors.
5. COVERED PERSONS. The Distributors, the Access Persons and
the persons described in item (A)3 above.
6. REGISTERED INVESTMENT ADVISER EMPLOYER. A registered
investment adviser that employees a Covered Person under
this code.
7. COVERED SECURITY. Means a security as defined in section
2(a)(36) of the Investment Company Act of 1940, as
amended. Generally, this definition encompasses any
financial instrument treated as a security for investment
purposes and any related instrument such as futures,
forward or swap contract entered into with respect to one
or more securities, a basket of or an index of securities
or components of securities. However, the term Covered
Security does not include direct obligations of the
Government of the United States, bankers' acceptances,
bank certificates of deposit, commercial paper and high
quality short-term debt instruments, including repurchase
agreements or shares of registered open-end investment
companies. Furthermore, the term Covered Security does not
include: (i) securities purchased or sold in any account
over which the Access Person has no direct or indirect
influence or control; (ii) securities purchased or sold in
a transaction which is non-volitional on the part of
either the Access Person or the Fund; (iii) securities
acquired as a part of an automatic dividend reinvestment
plan; and (iv) securities acquired 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.
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8. SECURITY HELD OR TO BE ACQUIRED BY A FUND. Any Covered
Security, which, within the most recent 15 days:
(a) is or has been held by a Fund;
(b) is being or has been considered by the Fund or its
investment adviser for purchase by the fund and
Any option to purchase or sell, and any security
convertible into or exchangeable for, a Covered Security.
9. LIMITED OFFERING. Means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to
Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule
505, or Rule 506 under the Securities Act of 1933.
10. INITIAL PUBLIC OFFERING. Means an offering of securities
registered under the Securities Act of 1933, the issuer of
which, immediately before the registration, was not
subject to the reporting requirements of Sections 13 or
15(d) of the Securities Exchange Act of 1934.
11. PURCHASE OR SALE OF A COVERED SECURITY includes, among
other things, the writing of an options to purchase or
sell a Covered Security.
II. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES
(A) FRAUDULENT OR DECEPTIVE PRACTICES
No Covered Person shall, in connection with the purchase or sale,
directly or indirectly, by such person of a Covered Security Held
or to be Acquired by the Funds:
(1) employ any device, scheme or artifice to defraud the
Funds;
(2) make to the Funds any untrue statement of a material fact
or omit to state to the Funds a material fact necessary in
order to make the statement made, in light of the
circumstances under which they are made, not misleading;
(3) engage in any act, practice or course of business which
would operate as a fraud or deceit upon the Funds;
(4) engage in any manipulative practice with respect to the
Funds;
(5) trade while in possession of material non-public
information for personal or other investment accounts, or
disclosing such information to others in or outside the
Distributors who have no need for this information.
It is a violation of federal securities laws to buy or sell
securities while in possession of material non-public information
and illegal to communicate such information to a third party who
buys or sells.
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(B) BASIC RESTRICTION ON INVESTING ACTIVITIES
If a purchase or sale order is pending or under active
consideration for any Fund, neither the same Covered Security nor
any related Covered Security (such as an option, warrant or
convertible security) may be bought or sold for any Access Person
Account.
(C) INITIAL PUBLIC OFFERINGS
No Security may be acquired in an Initial Public Offering for any
Covered Person.
(D) PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS
The Distributors will obtain copies of the Codes of Ethics of
Registered Investment Adviser employers to determine whether they
are designed to adequately protect fund shareholders. The
Distributors will rely on the Registered Investment Advisers to
enforce their Codes of Ethics, particularly as the Codes relate
to the pre-clearance of personal securities transactions.
No Security may be bought or sold for an Access Person Account
unless the Access Person complies with the Code of Ethics adopted
by his Registered Investment Adviser employer.
Covered persons not associated with an investment adviser are not
required to pre-clear transactions.
(E) LIMITED OFFERING
No Limited Offering may be purchased for an Access Person Account
unless the Access Person complies with the Code of Ethics adopted
by his Registered Investment Adviser employer.
An Access Person who is not subject to a Code of Ethics of a
Registered Investment Adviser must preclear private placement
transactions with the Distributors.
III. OTHER INVESTMENT-RELATED RESTRICTIONS
(A) GIFTS
No Person shall accept any gift or other item of more than $100
in value from any person or entity that does business with or on
behalf of any Fund or is seeking to do business with or on behalf
of any fund.
(B) SERVICE AS A DIRECTOR
No Access Person shall commence service on the Board of Directors
of a publicly traded company or any company in which any Fund has
an interest without prior authorization from his Registered
Investment Adviser employer.
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IV. REPORT AND ADDITIONAL COMPLIANCE PROCEDURES
(A) The Compliance Officer shall notify each Covered Person who may
be required to make reports pursuant to this Code that such
person is subject to the reporting requirements and shall deliver
a copy of this Code to each such person.
(B) Every Covered Person must submit a report (a form of which is
appended as Exhibit A) containing the information set forth in
paragraph (C) below with respect to transactions in any Security
in which such Covered Person has or by reason of such
transactions acquires, any direct or indirect beneficial
ownership (as defined in Exhibit B) in the Covered Security.
These reports will be reviewed by the Compliance Director.
A Covered Person will be deemed to have complied with the
requirements of this Article IV insofar as the Compliance Officer
receives in a timely fashion duplicate monthly or quarterly
brokerage statements on which all transactions required to be
reported hereunder are described.
(C) A Covered Person must submit the report required by this Article
to the Compliance Officer no later than 10 days after the end of
the calendar quarter in which the transaction to which the report
relates was effected. A report must contain the following
information:
1. The date of the transaction, the title, the interest rate
and maturity date (if applicable) and number of shares and
the principal amount of each Security involved;
2. The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
3. The price of the Covered Security at which the transaction
was effected;
4. The name of the broker, dealer or bank with or through whom
the transaction was effected; and
5. The date that the report is submitted by the Covered Person.
(D) Any report submitted to comply with the requirements of this
Article IV may contain a statement that the report shall not be
construed as an admission by the person making such report that
he has any direct or indirect benefit ownership in the Security
to which the report relates.
(E) Within 10 days of commencement of employment and/or registration
with any of the Distributors, or within 10 days of subsequently
becoming an Access Person each Access Person shall be required to
disclose all current personal Covered Securities holdings
contained in any Access Person Account in which such Access
Person has an interest. These holding reports will be reviewed by
the Compliance Officer.
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A holdings report (a form of which is appended as Exhibit C) must
contain the following information:
1. The title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct
or indirect beneficial ownership when the person became an
Access Person.
2. The date that the report is submitted by the Access
Person.
(F) Annually each Access Person must submit a report listing all
securities beneficially owned by the Access Person that will be
current as of a date not more that 30 days before the report is
submitted. These holding reports will be reviewed by the
Compliance Officer. A holding report (the form of which is
appended as Exhibit C) must contain the following information:
1. The title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct
or indirect beneficial ownership when the person became
and Access Person.
2. The name of any broker, dealer or bank with whom the
Access Person maintains an account in which any securities
are held for the direct or indirect benefit of the Access
Person.
3. The date that the report is submitted by the Access
Person.
(G) Annually each Covered Person must certify on a report (the form
of which is appended as Exhibit D) that he has read and
understood the Code and recognizes that he is subject to such
Code. In addition, annually each Covered Person must certify that
he has disclosed or reported all personal Securities transactions
required to be disclosed or reported under the Code and that he
is not subject to any regulatory disability.
(H) At least annually (or quarterly in the case of Items 3 and 4
below), each Distributor shall report to the Boards of Directors
of the Funds for which they provide underwriting services:
1. All existing procedures concerning Covered Persons'
personal trading activities and reporting requirements and
any procedural changes made during the past year;
2. Any recommended changes to the Distributors' Codes of
Ethics or procedures;
3. A summary of any material violations of this Code which
occurred during the past quarter and the nature of any
remedial action taken; and
4. Any exceptions to any provisions of this Code of Ethics as
determined under Article VI below.
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V. SANCTIONS
Upon discovering that a Covered Person has not complied with the
requirements of this Code, the Compliance Officer in consultation with the
officers of the relevant Distributor may impose whatever sanctions within
its power they deem appropriate, including, among other things, suspension
or termination of employment and/or registration. Material violations of
requirements of this Code by Covered Persons and any sanctions imposed in
connection therewith shall be reported not less frequently than quarterly
to the Board of Directors of any relevant Fund.
VI. EXCEPTIONS
The Compliance Officer in consultation with the officers of the relevant
Distributors reserves the right to decide, on a case-by-case basis,
exceptions to any provisions under this Code. Any exceptions made
hereunder will be maintained in writing by the Compliance Officer and
presented to the Board of Directors of any relevant Fund at its next
scheduled meeting.
VII. PRESERVATION OF DOCUMENTS
This Code, a copy of each report by a Covered Person, a record of any
violation of this Code and of any action taken as a result of the
violation, any written report made hereunder by the Compliance Officer or
Distributors and lists of all persons required to make reports or review
reports shall be preserved with the records of the relevant Distributor
for a five year period in an easily accessible place.
VIII. OTHER LAWS, RULES AND STATEMENTS OF POLICY
Nothing contained in this Code shall be interpreted as relieving any
Covered Person from acting in accordance with the provision of any
applicable law, rule or regulation or any other statement of policy or
procedure governing the conduct of such person adopted by the
Distributors.
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Exhibit A
EXAMPLE ONLY
PROVIDENT DISTRIBUTORS, INC.
OFFIT FUNDS DISTRIBUTOR, INC.
BLACKROCK DISTRIBUTORS, INC.
NORTHERN FUNDS DISTRIBUTOR, LLC
Securities Transactions Report For the Calendar Quarter Ended:
-----------
To the Compliance Officer:
During the quarter referred to above, the following transactions were
effected in Covered Securities of which I had, or by reason of such transaction
acquired, direct or indirect beneficial ownership, and which are required to be
reported pursuant to the Code of Ethics adopted by the Firm.
<TABLE>
<CAPTION>
No. of NATURE OF
SHARES or TRANSACTION
Principal DOLLAR AMOUNT OF (Purchase, Sale, BROKER/DEALER OR BANK
SECURITY DATE OF TRANSACTION Amount TRANSACTION Other) PRICE THROUGH WHOM EFFECTED
-------- ------------------- --------- ---------------- --------------- ----- ----------------------
<S> <C> <C> <C> <C> <C> <C>
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</TABLE>
During the quarter referred to above, I established the following
account in which securities were held during the quarter for my direct or
indirect benefit:
1. The name of the broker, dealer or bank with whom you established the
account____________________________________
2. The date the account was established___________________
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transactions not
required to be reported, and (iii) is not an admission that I have or had any
direct or indirect beneficial ownership in the securities listed above.
Except as noted on the reverse side of this report, I hereby certify
that I have no knowledge of the existence of any personal conflict of interest
relationship which may involve the Firm's clients, such as the existence of any
economic relationship between my transactions and securities held or to be
acquired by the Firm for any of its clients.
NOTE: Do NOT report transactions in direct obligations of the U. S.
Government, bankers' acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments including repurchase agreements and
open-end mutual funds. [_] No transactions to report.
Date: Signature:
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Exhibit B
BENEFICIAL OWNERSHIP
For purposes of the attached Code of Ethics, "beneficial ownership"
shall be 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, except the determination of
direct or indirect beneficial ownership shall apply to all securities that a
Covered Person has or acquires. The term "beneficial ownership" of securities
would include not only ownership of securities held by a Covered Person for his
own benefit, whether in bearer form or registered in his name or otherwise, but
also ownership of securities held for his benefit by others (regardless of
whether or how they are registered) such as custodians, brokers, executors,
administrators, or trustees (including trusts in which he has only a remainder
interest), and securities held for his account by pledges, securities owned by a
partnership in which he is a member if he may exercise a controlling influence
over the purchase, sale of voting of such securities, and securities owned by
any corporation or similar entry in which he owns securities if the shareholder
is a controlling shareholder of the entity and has or shares investment control
over the entity's portfolio.
Ordinarily, this term would not include securities held by executors or
administrators in estates in which a Covered Person is a legatee or beneficiary
unless there is a specified legacy to such person of such securities or such
person is the sole legatee or beneficiary and there are other assets in the
estate sufficient to pay debts ranking ahead of such legacy, or the securities
are held in the estate more than a year after the decedent's death.
Securities held in the name of another should be considered as
"beneficially" owned by a Covered Person where such person enjoys "financial
benefits substantially equivalent to ownership." The Securities and Exchange
Commission has said that although the final determination of beneficial
ownership is a question to be determined in the light of the facts of the
particular case, generally a person is regarded as the beneficial owner of
securities held in the name of his or her spouse and their minor children.
Absent special circumstances such relationship ordinarily results in such person
obtaining financial benefits substantially equivalent to ownership, e.g.,
application of the income derived from such securities to maintain a common
home, or to meet expenses that such person otherwise would meet from other
sources, or the ability to exercises a controlling influence over the purchase,
sale or voting of such securities.
A Covered Person also may be regarded as the beneficial owner of
securities held in the name of another person, if by reason of any contract,
understanding, relationship, or other agreement, he obtains therefrom financial
benefits substantially equivalent to those of ownership.
A Covered Person also is regarded as the beneficial owner of securities
held in the name of a spouse, minor children or other person, even though he
does not obtain therefrom the aforementioned benefits of ownership, if he can
vest or revest title in himself at once or at some future time.
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Exhibit C
EXAMPLE ONLY
PROVIDENT DISTRIBUTORS, INC.
OFFIT FUNDS DISTRIBUTOR, INC.
BLACKROCK DISTRIBUTORS, INC.
NORTHERN FUNDS DISTRIBUTOR, LLC
HOLDINGS REPORT
For the Year/Period Ended
--------------------------------
(month/day/year)
Check Here if this is an Initial Holdings Report
To the Compliance Officer:
As of the calendar year/period referred to above, I have a direct or
indirect beneficial ownership interest in the securities listed below which are
required to be reported pursuant to the Code of Ethics of the Fund:
<TABLE>
<CAPTION>
Security Name Number of Shares Principal Amount
------------- ---------------- ----------------
<S> <C> <C>
</TABLE>
The name of any broker, dealer or bank with whom I maintain an account
in which my securities are held for my direct or indirect benefit are as
follows:
This report excludes securities with respect to which I had no direct
or indirect influence or control and excludes other transactions not required to
be reported.
Date: Signature:
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Print Name:
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ANNUAL CERTIFICATION OF CODE OF ETHICS
A. I (a Covered Person) hereby certify that I have read and
understood the Code of Ethics, and recognize that I am subject to
its provisions. In addition, I hereby certify that I have
complied with the requirements of the Code of Ethics and that I
have disclosed or reported all personal Securities transactions
required to be disclosed or reported under the Code of Ethics;
B. Within the last ten years there have been no complaints or
disciplinary actions filed against me by any regulated securities
or commodities exchange, any self-regulatory securities or
commodities organization, any attorney general, or any
governmental office or agency regulating insurance securities,
commodities or financial transactions in the United States, in
any state of the United States, or in any other country;
C. I have not within the last ten years been convicted of or
acknowledged commission of any felony or misdemeanor arising out
of my conduct as an employee, salesperson, officer, director,
insurance agent, broker, dealer, underwriter, investment manager
or investment advisor; and
D. I have not been denied permission or otherwise enjoined by
order, judgment or decree of any court of competent jurisdiction,
regulated securities or commodities exchange, self-regulatory
securities or commodities organization or other federal or state
regulatory authority from acting as an investment advisor,
securities or commodities broker or dealer, commodity pool
operator or trading advisor or as an affiliated person or
employee of any investment company, bank, insurance company or
commodity broker, dealer, pool operator or trading advisor, or
from engaging in or continuing any conduct or practice in
connection with any such activity or the purchase or sale of any
security.
Print Name:
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Signature:
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Date:
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