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Exhibit 23(p)(v)
STANDISH AYER &WOOD, INC.
STANDISH INTERNATIONAL MANAGEMENT CO., LLC
CODE OF ETHICS
A. STATEMENT OF POLICY.
This Code of Ethics is based upon the principle that the officers,
directors and employees of Standish, Ayer & Wood, Inc. and Standish
International Management Co., LLC (each, the "Adviser") owe a fiduciary
duty to the investment companies registered under the Investment
Company Act of 1940 (each a "Fund") and other clients for which the
Adviser acts as investment adviser or subadviser. Accordingly, each
officer, director and employee of the Adviser should conduct personal
trading activities in a manner that does not interfere with a client's
portfolio transactions or take advantage of a relationship with any
client. Persons covered by this Code of Ethics must adhere to these
general principles as well as the Code's specific requirements.
The fundamental position of the Adviser is that in effecting personal
securities transactions personnel of the Adviser must place at all
times the interests of clients ahead of their own pecuniary interests.
All personal securities transactions by these persons must be conducted
in accordance with this Code of Ethics and in a manner to avoid any
actual or potential conflict of interest or any abuse of any person's
position of trust and responsibility. Further, these persons should not
take inappropriate advantage of their positions with or on behalf of a
client. Without limiting the foregoing, it is the intention of the
Adviser that this Code of Ethics not prohibit personal securities
transactions by the Adviser's personnel made in accordance with the
letter and the spirit of the Code.
B. DEFINITIONS.
For purposes of this Code of Ethics, the following definitions will
apply:
1. ACCESS PERSON. The term "ACCESS PERSON" means any director, officer
or advisory person (as defined below) of the Adviser.
2. ACQUISITION. The term "acquisition" or "acquire" includes the
receipt of any gift of COVERED Securities.
3. ADVISORY PERSON. The term "ADVISORY PERSON" means
(a) Every employee or on-site independent contractor of the
Adviser (or of any company in a control relationship to the
Adviser) who, in connection with his or her regular functions or
duties, makes, participates in, or obtains information regarding,
the purchase or sale of COVERED SECURITIES (as defined below) by
a Fund or other client, or whose functions relate to the making
of any
Dated June 2, 2000
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recommendations concerning the purchase or sale of COVERED
SECURITIES by a Fund or other client; and
(b) Every natural person in a control relationship to the Adviser
who obtains information concerning recommendations made to a Fund
concerning the purchase or sale of a COVERED SECURITY and every
other employee or on-site independent contractor of the Adviser
designated as an ACCESS PERSON by the CODE OF ETHICS SUPERVISOR.
4. BENEFICIAL OWNERSHIP. The term "BENEFICIAL OWNERSHIP" means a direct
or indirect "pecuniary interest" (as defined in subparagraph (a)(2) of
Rule 16a-1 under the Securities Exchange Act of 1934 (the "1934 Act"))
that is held or shared by a person directly or indirectly (through any
contract, arrangement, understanding, relationship or otherwise) in a
security. While the definition of "pecuniary interest" in subparagraph
(a)(2) of Rule 16a-1 is complex, this term generally means the
opportunity directly or indirectly to profit or share in any profit
derived from a transaction in a security. An indirect pecuniary
interest in securities by a person would be deemed to exist as a result
of:
(a) ownership of securities by any of that person's immediate
family members sharing the same household (including a
child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother- or father-in-law,
sister- or brother-in-law, and son- or daughter-in-law);
(b) the person's partnership interest in the portfolio
securities held by a general or limited partnership which
such person controls;
(c) the person's right to receive dividends from a security if
this right is separate or separable from the underlying
securities;
(d) the person's interest in securities held by a trust under
certain circumstances; and
(e) the person's right to acquire securities through the
exercise or conversion of a "derivative security" (which
term excludes (i) a broad-based index option or future, (ii)
a right with an exercise or conversion privilege at a price
that is not fixed, and (iii) a security giving rise to the
right to receive another security only pro rata and by
virtue of a merger, consolidation or exchange offer
involving the issuer of the first security).
5. CODE OF ETHICS SUPERVISOR. The term "CODE OF ETHICS SUPERVISOR"
means the officer of the Adviser designated from time to time by the
Adviser's compliance officer to (a) authorize or deny permission to
purchase or sell COVERED SECURITIES, (b) receive and review reports of
purchases and sales by ACCESS PERSONS and (c) receive and review other
reports that may be required from time to time. The term "ALTERNATIVE
CODE OF ETHICS SUPERVISOR" means the officer of the Adviser designated
from time to time by the Adviser to perform the duties of the CODE OF
ETHICS SUPERVISOR in connection with personal transactions by the CODE
OF ETHICS SUPERVISOR or in the absence of the CODE OF ETHICS
SUPERVISOR.
Dated June 2, 2000 Page 2 of 12
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6. CONFLICTS COMMITTEE. The term "CONFLICTS COMMITTEE" means any
committee designated by the management of the Adviser to resolve
conflicts of interest and oversee and enforce the Adviser's Code of
Ethics (or any successor committee or person that performs
substantially the same functions as the CONFLICTS COMMITTEE).
7. CONTROL. The term "CONTROL" has the same meaning as that set forth
in Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that
CONTROL means the power to exercise a controlling influence over the
management or policies of the Adviser, unless such power is solely the
result of an official position with the Adviser.
8. COVERED SECURITY. The term "COVERED SECURITY" means a security as
defined in Section 2(a)(36) of the 1940 Act, except that it does not
include:
(a) Direct obligations of the government of the United States;
(b) Bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt instruments,
including repurchase agreements;
(c) Shares issued by open-end management investment companies
registered under the 1940 Act; and
(d) Any other security determined by the Securities and Exchange
Commission ("SEC") or its staff to be excluded from the
definition of "COVERED SECURITY" contained in Rule 17j-1 under
the 1940 Act.
9. DISPOSITION. The term "disposition" or "dispose" includes the making
of any personal or charitable gift of COVERED SECURITIES.
10. FAMILY ACCOUNT. The term "FAMILY ACCOUNT" means any brokerage or
other account containing securities (including but not limited to
COVERED SECURITIES) (1) in which an immediate family member of the
ACCESS PERSON not sharing the same household has BENEFICIAL OWNERSHIP
and (2) over which the ACCESS PERSON exercises direct or indirect, sole
or shared, investment control.
11. FUND. The term "Fund" has the meaning designated in the preamble
hereto.
12. INITIAL PUBLIC OFFERING. The term "INITIAL PUBLIC OFFERING" means
an offering of securities registered under the Securities Act of 1933,
as amended (the "1933 Act"), by an issuer, which immediately before
registration, was not subject to reporting requirements of Section 13
or 15(d) of the 1934 Act.
13. INVESTMENT DECISION MAKER. The term "INVESTMENT DECISION MAKER"
means any portfolio manager of the Adviser and any other ADVISORY
PERSON who assists a portfolio manager in making investment decisions
for a Fund or other client, including, but not limited to, all analysts
of the Adviser or of any company in a control relationship to the
Adviser.
Dated June 2, 2000 Page 3 of 12
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14. LIMITED OR PRIVATE OFFERING. The term "LIMITED OR PRIVATE OFFERING"
means an offering that is exempt from registration under Section 4(2)
or 4(6) of the 1933 Act or Rule 504, 505 or 506 thereunder.
15. 1940 ACT. The term "1940 Act" means the Investment Company Act of
1940 and the rules and regulations thereunder, both as amended from
time to time, and any order or orders thereunder which may from time to
time be applicable to any Fund.
16. PURCHASE. The term "purchase" includes the writing of an option to
purchase.
17. SALE. The term "sale" includes a short sale, the writing of an
option to sell and the making of a gift.
18. SECURITY BEING CONSIDERED FOR PURCHASE OR SALE. A security is
"BEING CONSIDERED FOR PURCHASE OR SALE" when a recommendation to
purchase or sell a security has been made and communicated and, with
respect to the person making the recommendation, when such person
seriously considers making such a recommendation.
19. SECURITY TO BE HELD OR ACQUIRED. The phrase "SECURITY HELD OR TO BE
ACQUIRED" means any COVERED Security which, within the most recent 15
days, is or has been held by a Fund or is being or has been considered
by the Adviser for purchase by a Fund or any option to purchase or sell
and any security convertible into, or exchangeable for, such COVERED
SECURITY.
C. PROHIBITED AND RESTRICTED ACTIVITIES.
While the scope of actions which may violate the Statement of Policy
set forth above cannot be exactly defined, these actions would always
include at least the following prohibited activities.
1. COMPETING WITH CLIENT TRADES. No ACCESS PERSON may, directly or
indirectly, purchase or sell securities if the ACCESS PERSON knows, or
reasonably should know, that these securities transactions compete in
the market with actual or considered securities transactions for a
client, or otherwise personally act to injure a client's securities
transactions.
2. PERSONAL USE OF CLIENT TRADING KNOWLEDGE. No ACCESS PERSON may use
the knowledge about securities purchased or sold by a client or
securities being considered for purchase or sale by a client to profit
personally, directly or indirectly, by the market effect of such
transactions.
3. DISCLOSURE OF CLIENT TRADING KNOWLEDGE. No ACCESS PERSON may,
directly or indirectly, communicate to any person who is not an ACCESS
PERSON any non-public information relating to a client including,
without limitation, the purchase or sale or considered purchase or sale
of a security on behalf of a client, except to the extent necessary to
effectuate securities transactions on behalf of a client.
Dated June 2, 2000 Page 4 of 12
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4. INITIAL PUBLIC OFFERINGS. No ACCESS PERSON may, directly or
indirectly, purchase any security sold in an INITIAL PUBLIC OFFERING,
unless the CONFLICTS COMMITTEE exempts the purchase because of special
conditions associated with the purchase.
5. LIMITED OR PRIVATE OFFERINGS. No ACCESS PERSON may, directly or
indirectly purchase any security issued pursuant to a LIMITED OR
PRIVATE OFFERING without obtaining prior written approval from the
CONFLICTS COMMITTEE. ACCESS PERSONS who have received authorization to
purchase securities in a LIMITED OR PRIVATE OFFERING must disclose
their BENEFICIAL OWNERSHIP of these securities when these ACCESS
PERSONS are involved in considering the purchase on behalf of a Fund or
other client of securities of the issuer of the privately placed
securities. A decision to purchase securities of this issuer must be
independently reviewed by an investment person with no personal
interest in that issuer.
6. ACCEPTANCE OF GIFTS. No ACCESS PERSON may accept any gift or other
thing of more than de minimis value from any person or entity that does
business with or on behalf of the Adviser. The CONFLICTS COMMITTEE will
from time to time specify the value which will be considered de minimis
for purposes of this restriction.
7. BOARD SERVICE; OUTSIDE EMPLOYMENT. No ACCESS PERSON may serve on the
board of directors or trustees of any organization, whether publicly
traded or otherwise, absent prior written authorization and
determination by the CONFLICTS COMMITTEE that the board service would
be consistent with the interests of the Funds and other clients of the
Adviser. If board service is authorized, ACCESS PERSONS serving as
directors or trustees of issuers may not take part in an investment
decision on behalf of the Funds or other clients concerning securities
of these issuers. Likewise, no access person may accept any outside
employment absent the prior written authorization of the CONFLICTS
COMMITTEE.
8. TRANSACTIONS DURING BLACKOUT PERIOD. NO INVESTMENT DECISION MAKER
may, directly or indirectly, (a) purchase or sell any COVERED SECURITY
in which he or she has any BENEFICIAL OWNERSHIP or (b) purchase any
COVERED SECURITY if that purchase would cause the INVESTMENT DECISION
MAKER to acquire any BENEFICIAL OWNERSHIP, in each case within a period
of seven (7) calendar days before and after any Fund or other client as
to which he or she is an INVESTMENT DECISION MAKER has purchased or
sold such COVERED SECURITY.
9. SHORT-TERM TRADING. No ACCESS PERSON may purchase and sell, or sell
and purchase, the same (or equivalent) COVERED SECURITIES within a 60
calendar day period. The CONFLICTS COMMITTEE may, upon request, exempt
an ACCESS PERSON from this prohibition if the CONFLICTS COMMITTEE
determines that extenuating circumstances warrant the exemption.
10. DISCLOSURE OF PERSONAL INTEREST. No INVESTMENT DECISION MAKER may
recommend any securities transaction by a Fund or other client without
having previously disclosed any BENEFICIAL OWNERSHIP in these
securities or the issuer thereof to the Adviser, including without
limitation:
Dated June 2, 2000 Page 5 of 12
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(a) That INVESTMENT DECISION MAKER'S BENEFICIAL OWNERSHIP of any
securities of the issuer;
(b) Any contemplated transaction by that INVESTMENT DECISION
MAKER in these securities;
(c) Any position with the issuer or its affiliates; and
(d) Any present or proposed business relationship between the
issuer or its affiliates and that INVESTMENT DECISION MAKER
or any party in which the INVESTMENT DECISION MAKER has a
significant interest.
An interested INVESTMENT DECISION MAKER may not participate in a
decision to purchase and sell securities of the issuer on behalf of a
Fund or any other client.
11. "GOOD UNTIL CANCELLED" OR "LIMIT ORDERS." No ACCESS PERSON may
place any "good until cancelled" or "limit" order that does not expire
on the day preclearance is granted.
D. EXEMPT TRANSACTIONS.
The following transactions are exempt from the preclearance
requirements and substantive prohibitions and restrictions of the Code,
BUT ARE NOT EXEMPT FROM ANY REPORTING REQUIREMENTS THAT MAY APPLY UNDER
SECTION H OF THIS CODE.
1. Purchases or sales for an account over which the ACCESS PERSON has
no direct or indirect influence or control;
2. Purchases or sales which are non-volitional on the part of the
ACCESS PERSON;
3. Purchases which are part of an automatic dividend reinvestment plan,
but only to the extent the access person makes no voluntary adjustment
in the rate or type of investment or divestment;
4. Purchases or sales for which the ACCESS PERSON has received prior
written approval from the CODE OF ETHICS SUPERVISOR. Prior approval
will be granted only if a purchase or sale of COVERED SECURITIES is
consistent with the purposes of this Code of Ethics, Section 17(j) of
the 1940 Act and the rules thereunder;
5. Purchases in an INITIAL PUBLIC OFFERING if (a) the offering is part
of the "demutualization" or similar transaction of a mutual bank,
insurance company or similar issuer and the ACCESS PERSON'S ability to
participate is the direct result of the ACCESS PERSON'S ownership of
insurance policies or deposits issued or maintained by the issuer and
(b) the allocation of shares available for acquisition by the ACCESS
PERSON is based on the ACCESS PERSON'S ownership of these policies or
deposits;
6. Transactions involving the disposition solely of fractional shares
of equity COVERED SECURITIES; and
Dated June 2, 2000 Page 6 of 12
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7. The receipt of any gift of COVERED SECURITIES.
Subject to applicable law, the CONFLICTS COMMITTEE may, upon
consideration of all of the relevant facts and circumstances, grant a
written exemption from provisions of this Code of Ethics with respect
to any transaction based on a determination that the transaction does
not conflict with the interests of any Fund or client.
E. JOINT PARTICIPATION.
A specific provision of the 1940 Act prohibits ACCESS PERSONS, in the
absence of an order of the SEC, from effecting a transaction in which a
Fund is a "joint or a joint and several participant" with that ACCESS
PERSON. Any transaction which suggests the possibility of a question in
this area should be presented to the CODE OF ETHICS SUPERVISOR and
legal counsel for review.
F. DUPLICATE BROKERAGE CONFIRMATIONS AND STATEMENTS.
Each ACCESS PERSON must direct the ACCESS PERSON'S brokers to supply to
the CODE OF ETHICS SUPERVISOR, on a timely basis and not less
frequently than every calendar quarter, duplicate copies of
confirmations of and account statements reflecting all COVERED
SECURITIES transactions and holdings (1) in which the ACCESS PERSON has
or acquires a direct or indirect BENEFICIAL OWNERSHIP interest and (2)
that are included in a FAMILY ACCOUNT, in each case whether or not one
of the exemptions listed in Section D above applies.
G. PRECLEARANCE PROCEDURES FOR TRANSACTIONS IN SECURITIES.
1. Every ACCESS PERSON must request and obtain preclearance from
the CODE OF ETHICS SUPERVISOR before effecting any personal
securities transactions in COVERED SECURITIES in or as to
which the ACCESS PERSON both: (a) has or acquires a BENEFICIAL
OWNERSHIP and (b) has direct or indirect, sole or shared,
investment control, except for exempt transactions described
in Section D above. The ACCESS PERSON must submit to the CODE
OF ETHICS SUPERVISOR a preclearance request on a form
designated by the CODE OF ETHICS SUPERVISOR from time to time
for each purchase or sale of a COVERED SECURITY on behalf of
such ACCESS PERSON prior to the execution of such transaction.
2. The CODE OF ETHICS SUPERVISOR will compare the proposed
transaction to the daily Restricted List maintained by the
Adviser. Preclearance will be denied if: (a) the COVERED
SECURITY is being considered for purchase or sale by a Fund or
other client or (b) there is an order pending for a Fund or
other client with respect to such COVERED SECURITY. The
transaction may not be effected unless the CODE OF ETHICS
SUPERVISOR pre-clears the transaction in writing or orally
(and subsequently confirming the oral preclearance in
writing). Preclearance is valid only for the trading day on
which it is issued.
Dated June 2, 2000 Page 7 of 12
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H. REPORTING REQUIREMENTS.
Every ACCESS PERSON subject to this Section H must submit to the CODE OF ETHICS
SUPERVISOR, on forms designated by the CODE OF ETHICS SUPERVISOR, the following
reports as to (1) all COVERED SECURITIES and brokerage accounts in which the
ACCESS PERSON has, or by reason of a transaction, acquires BENEFICIAL OWNERSHIP,
whether or not the ACCESS PERSON had any direct or indirect control over the
COVERED SECURITIES or accounts and (2) all FAMILY ACCOUNTS, in each case,
including reports covering securities exempted by Section D.
1. Initial Holdings Reports. Not later than 10 days after an ACCESS
PERSON becomes an ACCESS PERSON, the following information:
(a) The title, number of shares and principal amount of each
COVERED SECURITY (i) in which the ACCESS PERSON had any direct or
indirect BENEFICIAL OWNERSHIP and (ii) that was included in a
FAMILY ACCOUNT when the ACCESS PERSON became an ACCESS PERSON;
(b) The name of any broker, dealer or bank with whom the ACCESS
PERSON maintained (i) an account containing securities (including
but not limited to COVERED SECURITIES) in which the ACCESS PERSON
had any direct or indirect BENEFICIAL OWNERSHIP or (ii) a FAMILY
ACCOUNT, each as of the date the ACCESS PERSON became an ACCESS
PERSON; and
(c) The date the report is being submitted by the ACCESS PERSON.
2. Quarterly Transaction Reports. Not later than 10 days after the end
of each calendar quarter, the following information:
(a) COVERED SECURITIES Transactions. With respect to any
acquisition or disposition during the calendar quarter of a
COVERED SECURITY (x) in which the ACCESS PERSON had any direct or
indirect BENEFICIAL OWNERSHIP and (y) that was included in a
FAMILY ACCOUNT:
(i) The date of the acquisition or disposition, the title,
the interest rate and maturity date (if applicable),
the number of shares and the principal amount of each
COVERED SECURITY;
(ii) The nature of the acquisition or disposition (i.e.,
purchase, sale, gift or any other type of acquisition
or disposition);
(iii) The price of the COVERED SECURITY at which the
acquisition or disposition was effected;
(iv) The name of the broker, dealer or bank with or through
which the acquisition or disposition was effected; and
(v) The date the report is submitted by the ACCESS PERSON
to the CODE OF ETHICS SUPERVISOR.
Dated June 2, 2000 Page 8 of 12
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However, if no reportable transactions in any COVERED SECURITIES
were effected during a calendar quarter, the affected ACCESS
PERSON must submit to the CODE OF ETHICS SUPERVISOR, within ten
calendar days after the end of the quarter, a report stating that
no reportable COVERED SECURITIES transactions were effected.
(b) Brokerage Accounts. With respect to (i) any account
established by the ACCESS PERSON containing securities (including
but not limited to COVERED SECURITIES) in which the person had a
direct or indirect BENEFICIAL OWNERSHIP and (ii) a FAMILY ACCOUNT
during the quarter:
(1) The name of the broker, dealer or bank with whom the
ACCESS PERSON established the account;
(2) The date the account was established; and
(3) The date the report is being submitted by the ACCESS
PERSON.
3. Annual Holdings Reports. By a date specified by the CODE OF ETHICS
SUPERVISOR and as of a date within 30 days before this reporting
deadline, the following information:
(a) The title, number of shares and principal amount of each
COVERED SECURITY (i) in which the ACCESS PERSON had any direct or
indirect BENEFICIAL OWNERSHIP and (ii) that was included in a
FAMILY ACCOUNT;
(b) The name of any broker, dealer or bank with whom the ACCESS
PERSON maintained (i) an account containing securities in which
the ACCESS PERSON had any direct or indirect BENEFICIAL OWNERSHIP
and (ii) a FAMILY ACCOUNT; and
(c) The date the report is being submitted by the ACCESS PERSON.
4. Every report concerning a COVERED SECURITIES transaction that would
be prohibited by Section C if an exemption were not available under
Section D must identify the exemption relied upon and describe the
circumstances of the transaction.
5. Notwithstanding subparagraph 2 of this Section H, an ACCESS PERSON
need not make quarterly transaction reports pursuant to this Code of
Ethics if the reported information would duplicate information reported
pursuant to Rule 204-2(a)(12) under the Investment Advisers Act of 1940
(the "Advisers Act").
6. Any report submitted by an ACCESS PERSON in accordance with this
Code may contain a statement that the report will not be construed as
an admission by that person that he or she has any direct or indirect
BENEFICIAL OWNERSHIP in any COVERED SECURITY to which the report
relates. The existence of any report will not by itself be construed as
an admission that any event reported thereon constitutes a violation of
this Code.
7. To the extent consistent with Rule 17j-1 under the 1940 Act, and
Rule 204-2(a)(12) under the Advisers Act, the CODE OF ETHICS SUPERVISOR
may approve other alternative reporting procedures from time to time.
Dated June 2, 2000 Page 9 of 12
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8. With respect to transactions or holdings required to be reported
under Section H.1-3 of this Code of the type described in Section D.1-3
as to reportable information which an ACCESS PERSON does not reasonably
have access to, or which is not known by an ACCESS PERSON, on the date
such report is required to be submitted, such ACCESS PERSON shall
nevertheless:
(a) file the required report in a timely manner;
(b) indicate in the report, to the extent then known to the
ACCESS PERSON, that certain data concerning reportable
transactions or holdings is unavailable or unknown, describing
the circumstances resulting in its being unavailable or unknown;
and
(c) submit a supplemental report containing such information
promptly upon his or her having access to such information.
I. INITIAL AND ANNUAL CERTIFICATION OF COMPLIANCE.
1. Each ACCESS PERSON, within ten (10) days after becoming an
ACCESS PERSON, must certify, on a form designated by the CODE
OF ETHICS SUPERVISOR, that the ACCESS PERSON:
(a) Has received, read and understands this Code of Ethics and
recognizes that the ACCESS PERSON is subject hereto;
(b) Will comply with all the requirements of this Code of
Ethics; and
(c) Has disclosed to the CODE OF ETHICS SUPERVISOR all
holdings of COVERED SECURITIES and all accounts required to be
disclosed pursuant to the requirements of this Code of Ethics.
2. Each ACCESS PERSON must also certify annually (by a date
specified by and on the form designated by the CODE OF ETHICS
SUPERVISOR) that the ACCESS PERSON:
(a) Has received, read and understand this Code of Ethics and
recognizes that the ACCESS PERSON is subject hereto;
(b) Has complied with all the requirements of this Code of
Ethics; and
(c) Has disclosed or reported all personal securities
transactions, holdings and accounts required to be disclosed
or reported in compliance with the requirements of this Code
of Ethics.
J. CONFIDENTIALITY.
All information obtained from any ACCESS PERSON hereunder normally will
be kept in strict confidence by the Adviser, except that reports of
transactions and other information obtained hereunder may be made
available to the Securities and Exchange Commission
Dated June 2, 2000 Page 10 of 12
<PAGE> 11
or any other regulatory or self-regulatory organization or other civil
or criminal authority to the extent required by law or regulation or to
the extent considered appropriate by senior management of the Adviser
in light of all the circumstances. In addition, in the event of
violations or apparent violations of the Code, this information may be
disclosed to affected clients.
K. IDENTIFICATION OF AND NOTICE TO ACCESS PERSONS.
The CODE OF ETHICS SUPERVISOR will identify all persons who are
considered to be "ACCESS PERSONS" and INVESTMENT DECISION MAKERS and
inform these persons of their respective duties and provide these
persons with copies of this Code of Ethics.
L. REVIEW OF REPORTS.
The CODE OF ETHICS SUPERVISOR will review the information to be
compiled under this Code of Ethics in accordance with such review
procedures as the CODE OF ETHICS SUPERVISOR and CONFLICTS COMMITTEE may
from time to time determine to be appropriate in light of the purposes
of this Code of Ethics.
M. SANCTIONS.
Any violation of this Code of Ethics will result in the imposition of
such sanctions as the CONFLICTS COMMITTEE may deem appropriate under
the circumstances, which may include, but are not limited to, a
warning, disgorgement of profits obtained in connection with a
violation, the imposition of fines, suspension, demotion, termination
of employment or referral to civil or criminal authorities.
N. RECORDKEEPING REQUIREMENTS.
The Adviser will maintain and preserve:
1. In an easily accessible place, a copy of this Code of Ethics (and
any prior code of ethics that was in effect at any time during the past
five years) for a period of five years;
2. In an easily accessible place, a record of any violation of this
Code of Ethics (and any prior code of ethics that was in effect at any
time during the past five years) and of any action taken as a result of
such violation for a period of five years following the end of the
fiscal year in which the violation occurs;
3. A copy of each report (or computer printout) submitted under this
Code of Ethics for a period of five years, provided that for the first
two years such reports must be maintained and preserved in an easily
accessible place;
4. In an easily accessible place, a list of all persons who are, or
within the past five years were, required to make or required to
review, reports pursuant to this Code of Ethics;
5. A copy of each report provided to any Fund as required by paragraph
(c)(2)(ii) of Rule 17j-1 under the 1940 Act or any successor provision
for a period of five years
Dated June 2, 2000 Page 11 of 12
<PAGE> 12
following the end of the fiscal year in which the report is made,
provided that for the first two years such record will be preserved in
an easily accessible place; and
6. A written record of any decision, and the reasons supporting any
decision, to approve the purchase by an ACCESS PERSON of any security
in an INITIAL PUBLIC OFFERING or in a LIMITED OR PRIVATE OFFERING for a
period of five years following the end of the fiscal year in which the
approval is granted.
Dated June 2, 2000 Page 12 of 12
