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GROUPAMA ASSET MANAGEMENT N.A.
CODE OF ETHICS
FOR
PERSONAL TRANSACTIONS
I. INTRODUCTION.
All Covered Persons (as defined below) of Groupama Asset Management N.A.
("GAMNA"), in conducting their personal securities transactions, owe a fiduciary
duty to each investment company ("Fund") for which GAMNA serves as investment
adviser. The fundamental standard to be followed in personal securities
transactions is that Covered Persons may not take inappropriate advantage of
their positions. All personal securities transactions by Covered Persons must be
conducted in such a manner as to avoid any actual or potential conflict of
interest between the Covered Person's interest and the interests of each Fund,
or any abuse of a Covered Person's position of trust and responsibility.
Potential conflicts arising from personal investment activities could include
buying or selling securities based on knowledge of a Fund's trading position or
plans (sometimes referred to as front-running), and acceptance of personal
favors that could influence trading judgments on behalf of a Fund. In addition
to the foregoing, this Code of Ethics is intended to prevent Covered Persons
from engaging in any act, practice or course of business prohibited by Rule
17j-1 under the Investment Company Act of 1940 (the "Act"). Rule 17j-1 prohibits
directors, officers and advisory personnel of an investment adviser, in
connection with the purchase or sale by any such person of a security held or to
be acquired by an investment company, from engaging in manipulative practices or
employing any scheme to defraud the investment company, from making any untrue
statements to the investment company and from failing to disclose to the
investment company material information.
While this Code of Ethics is designed to address identified conflicts and
potential conflicts, it cannot possibly be written broadly enough to cover all
potential situations. In this regard, Covered Persons are expected to adhere not
only to the letter, but also the spirit, of the policies contained herein. For
example, the restrictions contained herein on the purchase or sale of a security
would include the purchase or sale of an equivalent security, such as the
writing of an option to purchase or sell a security.
The restrictions contained in this Code of Ethics apply to all
securities in which a Covered Person has any direct or indirect "beneficial
ownership" (1) and may encompass transactions in securities that are not
effected in employee accounts such as transactions effected for the account
of another individual or entity if the Covered Person may share in the profit
from the transaction.
In furtherance of the above principles, this Code of Ethics contains
certain restrictions on personal securities transactions by Covered Persons,
certain restrictions on other activities of
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(1) For this purpose, "beneficial owner" is any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise has or shares a direct or indirect pecuniary interest in the
securities, as further described in Rule 16a-1(a)(2) of the Securities Exchange
Act of 1934, a copy of which is attached as Appendix 1 to this Code of Ethics.
"Pecuniary interest" generally is the opportunity, directly or indirectly, to
profit or share in any transaction in securities.
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Covered Persons when an actual or potential conflict of interest between a
Covered Person and a Fund may exist, and certain reporting requirements to
enable GAMNA to ensure compliance with this Code of Ethics. In addition, this
Code of Ethics contains a pre-approval process for personal securities
transactions by Related Persons (as defined below) of a particular Fund. Any
questions regarding the application or scope of the restrictions and reporting
requirements contained herein should be directed to the Compliance Officer.
All of the restrictions and reporting requirements contained herein apply
generally to each Covered Person (as defined below). Certain additional
restrictions apply to Portfolio Managers (as defined below).
II. DEFINITIONS.
In order to understand how this Code of Ethics applies to particular
persons and transactions, familiarity with the key terms and concepts used in
this Code of Ethics is necessary. Those key terms and concepts are:
1. "Control" has the meaning set forth in Section 2(a)(9) of the Act.
2. "Covered Person" means any director, officer or employee of GAMNA. A
list of Covered Persons is attached as Appendix 2 to this Code of
Ethics and will be updated from time to time.
3. "Covered Security" has the meaning set forth in Section 2(a)(36) of the
Act, except that it shall 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; and shares issued by
registered open-end investment companies. A high-quality short-term
debt instrument is one with a maturity at issuance of less than 366
days and that is rated in one of the two highest rating categories by a
nationally recognized statistical rating organization.
4. "Fund" means any investment company registered under the Investment
Company Act of 1940, as amended, for which GAMNA serves as investment
adviser.
5. "IPO" means an offering of securities registered under the Securities
Act of 1933, the issuer or which, immediately before the registration,
was not subject to the reporting requirements of Sections 13 or 15(d)
of the Securities Exchange Act.
6. "Limited Offering" means an offering exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2), 4(6) or Rule 504, 505
or 506.
7. "Portfolio Manager" means a director, officer or employee of GAMNA
having direct responsibility and authority to make investment decisions
on behalf of a Fund. The Compliance Officer will notify each Covered
Person deemed to be a Portfolio Manager for purposes of this Code of
Ethics.
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8. "Purchase or sale of a security" includes, among other things, the
purchase or sale of an equivalent security, such as the writing of an
option to purchase or sell a security.
9. "Related Person" of GAMNA means (a) any director or officer of GAMNA
who also serves as director or officer of a Fund, (b) any director,
officer or employee of GAMNA (or of any company in a control
relationship to GAMNA) 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 by a Fund or whose
functions relate to the makeup of any recommendations with respect to
the purchase or sales and (b) any natural person who controls GAMNA and
who obtains information concerning recommendations made to a Fund
regarding the purchase or sale of Covered Securities by such Fund.
10. 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
recommendations, when a person seriously considers making such a
recommendation.
III. PROHIBITIONS; EXEMPTIONS.
1. PROHIBITED PURCHASES AND SALES.
COVERED PERSONS
No Covered Person may purchase or sell, directly or indirectly, any
Covered Security in which such person has, or by reason of the transaction would
acquire, any direct or indirect beneficial ownership and which to the actual
knowledge of that person at the time of such purchase or sale:
(i) is being actively considered for purchase or sale for any Fund; or
(ii) is in the process of being purchased or sold by any Fund.
PORTFOLIO MANAGERS
In addition to the above prohibitions, the following purchases and sales
are also prohibited for all Portfolio Managers:
A Portfolio Manager may not purchase or sell, directly or indirectly, any
Covered Security in which he or she has or acquires any direct or indirect
beneficial ownership within seven (7) calendar days before or after a Fund for
which he or she acts as a Portfolio Manager trades in that security.
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2. EXEMPTIONS FROM CERTAIN PROHIBITIONS.
A. The prohibited purchase and sale transactions described in
paragraph II.1. above do not apply to the following personal
securities transactions:
(1) purchases or sales effected in any account over which the
Covered Person has no direct or indirect influence or control;
(2) purchases or sales which are non-volitional on the part of
either the Covered Person or the relevant Fund;
(3) purchases which are part of an automatic dividend reinvestment
plan (other than pursuant to a cash purchase plan option);
(4) purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to
the extent the rights were acquired from that issuer, and sales
of the rights so acquired;
(5) any purchase or sale, or series of related transactions,
involving 500 shares or less in the aggregate, if the issuer has
a market capitalization (outstanding shares multiplied by the
current price per share) greater than $1 billion;
(6) any other purchase or sale which the Compliance Officer (or the
Chairman or President of GAMNA with respect to the Compliance
Officer's personal securities transactions) approves on the
grounds that the chance of conflict of interest is remote.
B. Any personal securities transaction approved pursuant to
paragraph II.2.A.(6) shall be reported to the Chairman of the Audit
Committee of each relevant Fund, as determined by the Compliance
Officer, within 15 days after the end of the month during which such
approval occurred.
3. PROHIBITED RECOMMENDATIONS.
All Covered Persons are subject to the following restrictions on making
recommendations to each Fund:
A. No Covered Person may recommend the purchase or sale of any Covered
Security to or for any Fund without first having disclosed his or her
interest, if any, in such Covered Security or the issuer thereof, to
the Compliance Officer and to the day-to-day investment adviser to the
Fund, if not GAMNA, including without limitation:
(1) any direct or indirect beneficial ownership of any Covered Security
of such issuer, including any Covered Security received in a
private securities transaction;
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(2) any contemplated purchase or sale by such person of such Covered
Security;
(3) any position with such issuer or its affiliates; or
(4) any present or proposed business relationship between such issuer
or its affiliates and such person or any party in which such person
has a significant interest.
B. In circumstances in which a Covered Person is required to disclose an
interest in a Covered Security or an issuer acquired in a private
securities transaction to the Compliance Officer, as described above,
GAMNA's decision to purchase or sell a Covered Security (or to
recommend the purchase or sale of a Covered Security) of the same
issuer for any Fund shall be subject to an independent review by a
Portfolio Manager or Portfolio Managers with no personal interest in
the issuer.
IV. PRE-APPROVAL OF PERSONAL SECURITIES TRANSACTIONS.
1. To prevent conflicts of interest, GAMNA has adopted a pre-approval
policy with respect to personal securities transactions by Related
Persons of each Fund advised by GAMNA in (i) Covered Securities and
(ii) securities offered in a Limited Offering (whether or not such
securities are Covered Securities). Pursuant to GAMNA's policy, a
Related Person seeking to purchase or sell Covered Securities or
securities offered in a Limited Offering must do the following:
(A) First, the Related Person must contact the portfolio manager
principally charged with making investment decisions for such Fund
and inquire whether the portfolio manager is in the process of
purchasing or selling the security or is considering or has
considered within the prior 21 days purchasing or selling the
security for such Fund. In general, if the portfolio manager is
purchasing or selling or considering or has considered purchasing
or selling the security within the prior 21 days, pre-approval will
not be granted and the Related Person may not purchase or sell the
security.
(B) Second, the Related Person must complete an Approval Form, a copy
of which is attached hereto as Appendix 4, which describes in
detail any factors which may be potentially relevant to a conflict
of interest analysis, including any economic relationship between
the transaction and securities held or to be acquired by any Fund.
Completed Approval Forms should be submitted to and written
approval obtained from the Compliance Officer.In determining
whether or not to grant such approval, the Compliance Officer will,
in connection with a Limited Offering in particular, consider,
among other things, whether the investment opportunity should be
reserved for the relevant Fund and whether the opportunity is being
offered by virtue of the Related Person's position with the Fund or
GAMNA. The Compliance Officer shall maintain a written record of
decisions to permit any transactions in securities in a Limited
Offering, along with the reasons
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supporting the decision. Approval is valid for a period of two
business days from the date the transaction has been approved.
(C) Third, the Related Person should send the original Approval Form to
the Compliance Officer and keep a copy in his or her records. The
Compliance Officer will review periodically the Approval Forms of
each Related Person versus the Related Person's securities
transactions during the prior quarter.
2. In addition, in connection with administering its pre-approval policy,
GAMNA has adopted the following guidelines regarding trading by Related
Persons:
(A) Related Persons may not purchase, directly or indirectly, any
security in an IPO.
(B) Related Persons generally will not be permitted to purchase and
sell, or sell and purchase, the same Covered Security within a
sixty (60) calendar day period. Exceptions from this prohibition
may be granted on a case-by-case basis for particular investments
in order to avoid a personal hardship, provided that no abuse is
involved and the equities strongly support an exemption. Related
Persons will not be permitted to make a practice of such
transactions.
V. PROHIBITIONS ON GIFTS AND SERVICES.
1. Covered Persons may not accept gifts or other things of more than $100
in value from any person or entity that is known by such Covered Person
to be doing business with or on behalf of any Fund, without the
approval of the Compliance Officer.
2. Covered Persons shall not serve on the boards of directors of publicly
held companies (other than Funds), absent prior approval from the Board
of Directors of each relevant Fund, as determined by the Compliance
Officer. Such approval should be based on a determination that board
service would be consistent with the best interests of the shareholders
of each such Fund.
VI. REPORTING.
1. INITIAL REPORTING.
No later than ten (10) days after a person becomes a Covered Person, he
or she must report to the Compliance Officer the following information:
A. the title, number of shares and principal amount of each security in
which the Covered Person had any direct or indirect beneficial
ownership when the person became a Covered Person;
B. the name of any broker, dealer or bank with whom the Covered Person
maintained an account in which any securities were held for the
direct or indirect
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benefit of the Covered Person as of the date the person became a
Covered Person; and
C. the date that the report is submitted by the Covered Person.
2. QUARTERLY REPORTING.
A. Except as provided in paragraph B. below, every Covered Person shall
report to GAMNA on a quarterly basis the information described in
paragraph C. below with respect to transactions in any security
(including any security issued by a limited partnership) in which
the Covered Person has, or by reason of the transaction acquires,
any direct or indirect beneficial ownership in the security or, in
the alternative, make the representation in paragraph D below.
B. A Covered Person is not required to make a quarterly report with
respect to any transaction effected through a securities account,
provided that all relevant confirmations and statements are
furnished to the Compliance Officer.
C. Every quarterly report required pursuant to this paragraph 2. shall
be submitted to the Compliance Officer not later than 10 days after
the end of the calendar quarter to which it relates and shall
contain the following information:
(1) With respect to any transaction during the quarter in a security
in which the Covered Person had any direct or indirect
beneficial ownership, the report shall contain the following
information:
(i) the date of the transaction, the title and the number of
shares and the principal amount of each security involved;
(ii) the nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(iii) the price at which the transaction was effected;
(iv) the name of the broker, dealer or bank with or through
whom the transaction was effected; and
(v) a description of any factors potentially relevant to a
conflict of interest analysis, including the existence, to
the Covered Person's knowledge, of any economic
relationship between the transaction and securities held
or to be acquired by any client account.
(2) With respect to any account established by the Covered Person in
which any securities were held during the quarter for the direct
or indirect benefit of the Covered Person.
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(i) the name of the broker, dealer or bank with whom the
Covered Person established the account;
(ii) the date the account was established; and
(iii) the date that the report is submitted by the Covered
Person.
D. If no transactions were conducted by a Covered Person during a
calendar quarter that are subject to the reporting requirements
described above, such Covered Person shall, not later than 10 days
after the end of that calendar quarter, provide a written
representation to that effect to the Compliance Officer.
3. ANNUAL REPORTING AND CERTIFICATION.
A. All Covered Persons must report to the Compliance Officer within 30
days after the end of each calendar year, the following information
(which information must be current as of a date no more than 30 days
before the report is submitted):
(1) The title, number of shares and principal amount of each Covered
Security in which the Covered Person had any direct or indirect
beneficial ownership;
(2) The name of any broker, dealer or bank with whom the Covered
Person maintains an account in which any securities are held for
the direct or indirect benefit of the Covered Person, including
he names of the firms and the account numbers; and
(3) The date that the report is submitted by the Covered Person.
B. All Covered Persons are required to certify annually that they have
read and understand this Code of Ethics and recognize that they are
subject to the provisions hereof and will comply with the policy and
procedures stated herein. Further, all Covered Persons are required
to certify annually that they have complied with the requirements of
this Code of Ethics and that they have reported all personal
securities transactions required to be disclosed or reported
pursuant to the requirements of such policies. A copy of the
certification form to be used in complying with this paragraph B. is
attached to this Code of Ethics as Appendix 5.
C. GAMNA shall prepare an annual report to the Board of Directors of
the Funds for which it serves as investment adviser which shall:
(1) summarize existing procedures concerning personal investing,
including preclearance policies, and any changes in the
procedures during the past year;
(2) describe any issues arising under the Code of Ethics or related
procedures since the last report to such Board of Directors
including, but not limited to,
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information about material violations of the code or procedures
and the sanctions imposed in response to the material violations
during the past year;
(3) identify any recommended changes in existing restrictions or
procedures based upon experience under this Code of Ethics,
evolving industry practice or developments in applicable laws
and regulations;
(4) certify that GAMNA has adopted procedures reasonably necessary
to prevent Covered Persons from violating the Code; and
(5) contain such other information, observations and recommendations
as deemed relevant by GAMNA.
4. BROKERAGE CONFIRMATIONS AND STATEMENTS.
All Covered Persons shall direct their brokers to supply to the Compliance
Officer, on a timely basis, duplicate copies of confirmations of any purchase or
sale of a security and copies of all periodic statements for all securities
accounts.
5. EXCEPTION TO REPORTING REQUIREMENTS.
A Covered Person is not required to make an initial, quarterly or annual
report with respect to securities held in or transactions effected through an
account over which the Covered Person does not have any direct or indirect
influence, provided that the identity of such account has been furnished to the
Compliance Officer.
6. NOTIFICATION OF REPORTING OBLIGATION AND REVIEW OF REPORTS.
Each Covered Person shall receive a copy of this Code of Ethics and be
notified of his or her reporting obligations. All reports shall be promptly
submitted upon completion (but in any event within any applicable time period
specified in this Code) to the Compliance Officer who will review such reports
and will report all potential violations to a Managing Director.
7. MISCELLANEOUS.
Any report under this Code of Ethics may contain a statement that the
report shall not be construed as an admission by the person making the report
that the person has any direct or indirect beneficial ownership in the
securities to which the report relates.
VII. CONFIDENTIALITY.
No Covered Person shall reveal to any other person (except in the normal
course of his or her duties on behalf of GAMNA) any information regarding
securities transactions by Fund or consideration by any Fund or GAMNA of any
such securities transaction. All information obtained from any Covered Person
pursuant to this Code of Ethics shall be kept in strict confidence, except that
reports of securities transactions hereunder will be made available to the
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Securities and Exchange Commission or any other regulatory or self-regulatory
organization to the extent required by law or regulation.
VIII. SANCTIONS.
Any trades made in violation of the provisions set forth under
paragraphs III.1 or IV.1 or IV.2 must be unwound, or, if that is impractical,
any profits realized on trades made in violation of these prohibitions must be
disgorged to the appropriate Fund or Funds (or, alternatively, to a charitable
organization) under the direction of the Compliance Officer, with the approval
of a Managing Director of GAMNA. Upon discovering a violation of this Code of
Ethics, the Board of Directors of GAMNA may impose any sanctions it deems
appropriate, including a letter of censure or the suspension or termination of
the employment of the violator.
Dated: _______, 2000.
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APPENDIX 1
Rule 16a-1(a)(2) of the Securities Exchange Act of 1934:
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(2) Other than for purposes of determining whether a person is a beneficial
owner of more than ten percent of any class of equity securities registered
under Section 12 of the Act, the term beneficial owner shall mean any
person who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares a direct or
indirect pecuniary interest in the equity securities, subject to the
following:
(i) The term pecuniary interest in any class of equity securities shall
mean the opportunity, directly or indirectly, to profit or share in
any profit derived from a transaction in the subject securities.
(ii) The term indirect pecuniary interest in any class of equity securities
shall include, but not be limited to:
(A) Securities held by members of a person's immediate family sharing
the same household; provided, however, that the presumption of
such beneficial ownership may be rebutted; see also
@240.16a-1(a)(4);
(B) A general partner's proportionate interest in the portfolio
securities held by a general or limited partnership. The general
partner's proportionate interest, as evidenced by the partnership
agreement in effect at the time of the transaction and the
partnership's most recent financial statements, shall be the
greater of:
(1) The general partner's share of the partnership's profits,
including profits attributed to any limited partnership
interests held by the general partner and any other interests
in profits that arise from the purchase and sale of the
partnership's portfolio securities; or
(2) The general partner's share of the partnership capital
account, including the share attributable to any limited
partnership interest held by the general partner.
(C) A performance-related fee, other than an asset-based fee, received
by any broker, dealer, bank, insurance company, investment
company, investment adviser, investment manager, trustee or person
or entity performing a similar function; provided, however, that
no pecuniary interest shall be present where:
(1) The performance-related fee, regardless of when payable, is
calculated based upon net capital gains and/or net capital
appreciation generated from the portfolio or from the
fiduciary's overall performance over a period of one year or
more; and
(2) Equity securities of the issuer do not account for more than
ten percent of the market value of the portfolio. A right to a
nonperformance-related fee alone shall not represent a
pecuniary interest in the securities;
(D) A person's right to dividends that is separated or separable from
the underlying securities. Otherwise, a right to dividends alone
shall not represent a pecuniary interest in the securities;
(E) A person's interest in securities held by a trust, as specified
in @ 240.16a-8(b); and
(F) A person's right to acquire equity securities through the exercise
or conversion of any derivative security, whether or not presently
exercisable.
(iii) A shareholder shall not be deemed to have a pecuniary interest in the
portfolio securities held by a corporation or similar entity in which
the person owns securities if the shareholder is not a controlling
shareholder of the entity and does not have or share investment
control over the entity's portfolio.
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APPENDIX 2
The following persons are "Covered Persons" for purposes of this Code of Ethics:
DIRECTORS
<TABLE>
<CAPTION>
NAME PRINCIPAL AFFILIATION
---- ---------------------
<S> <C>
Gilles Laporte, Chairman General Manager Delegue CCAMA
Alexis Ruset, Vice Chairman Chairman, SOREMA
Francois-Marc Durand, Vice Chairman President du Directoire, GAMNA
Pascale Bochaton Manager, GAMNA
Mark P. Bronzo Senior Vice President, Managing
Director, Chief Investment Officer
and Portfolio Manager, GAMNA
Francois M. Chavel President and Chief Executive
Officer, SOREMA N.A. Holding
Corporation
Anne Meniel Manager, GAMNA
Daniel W. Portanova Senior Vice President, Managing
Director, and Portfolio Manager,
GAMNA
Mark J. Purcell Senior Vice President, Chief
Financial Officer and Chief
Administration Officer, SOREMA
North America Reinsurance Company
</TABLE>
OFFICERS
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
Francois-Marc Durand Chief Corporate Officer
Mark P. Bronzo Senior Vice President, Managing Director, Chief
Investment Officer and Portfolio Manager
Daniel W. Portanova Senior Vice President, Managing Director and
Portfolio Manager
Francois Coeytaux Second Vice President
Kevin J. Dennean Second Vice President
Jeffrey L. Hickey Second Vice President
Mark A. Ouimet Second Vice President
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
Remi J. Ponsonnet Second Vice President
Stephen G. Nolet Treasurer
Iona K. Watter Corporate Secretary, Second Vice President and
Compliance Officer
Amrit J. Walia Assistant Vice President
Yadina Amadeo Assistant Secretary
Ryan J. Carroll Assistant Secretary
Suzann M. Gorman Assistant Secretary
Triphaine Masse Assistant Secretary
Brendan J. O'Connor Assistant Secretary
Lauren F. Howe Account Manager
</TABLE>
<PAGE>
APPENDIX 3
The following persons are "Related Persons" for purposes of this Code of Ethics:
GAMNA Series Funds, Inc. (GAMNA Focus Fund)
-------------------------------------------
<TABLE>
<S> <C>
Francois-Marc Durand Chief Corporate Officer
Mark P. Bronzo Director, Senior Vice President,
Managing Director, Chief Investment
Officer, and Portfolio Manager
Daniel W. Portanova Director, Senior Vice President,
Managing Director, and Portfolio
Manager
Francois Coeytaux Second Vice President
Kevin J. Dennean Second Vice President
Jeffrey L. Hickey Second Vice President
Mark A. Ouimet Second Vice President
Remi J. Ponsonnet Second Vice President
Stephen J. Nolet Treasurer
Iona K. Watter Corporate Secretary, Second Vice
President and Compliance Officer
Amrit J. Walia Assistant Vice President
Yadina A. Amadeo Assistant Secretary
Tiphaine C. Masse Assistant Secretary
Ryan J. Carroll Assistant Secretary
Suzann M. Gorman Assistant Secretary
Brendan J. O'Connor Assistant Secretary
Lauren F. Howe Account Manager
</TABLE>
<PAGE>
APPENDIX 4
GROUPAMA ASSET MANAGEMENT N.A. SECURITIES APPROVAL FORM
Name of Person Seeking Approval:
-----------------------
Description of Transaction:
(name of issuer, type of security, share or principal
amount, purchase or sale)
-----------------------
Is the transaction in a security offered in an IPO? ____ YES ____ NO
Is the transaction in a security offered in a Limited
Offering? ____ YES ____ NO
Describe any potential conflict of interest:
-----------------------
-----------------------
-----------------------
-----------------------
Name of portfolio manager consulted:
-----------------------
Date consulted:
-----------------------
Is the portfolio manager purchasing or selling or
considering purchasing or selling the security or has
the portfolio manager considered purchasing or
selling the security within the past 21 days? ____ YES ____ NO
Name and signature of individual approving transaction
-----------------------
Date of Approval:
-----------------------
Approval valid to:
----------------------
(PLEASE FORWARD THE ORIGINAL OF THIS FORM TO THE COMPLIANCE OFFICER AND KEEP A
COPY FOR YOUR RECORDS. ALL APPROVALS ARE VALID FOR TWO BUSINESS DAYS AFTER THE
DATE APPROVED.)
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APPENDIX 5
ANNUAL CERTIFICATION FORM
This is to certify that I have read and understand the Code of Ethics of
Groupama Asset Management N.A. dated __________, 2000, and that I recognize that
I am subject to the provisions thereof and will comply with the policy and
procedures stated therein.
This is to further certify that I have complied with the requirements of
such Code of Ethics and that I have reported all personal securities
transactions required to be disclosed or reported pursuant to the requirements
of such Code of Ethics.
Please sign your name here:
-------------------------
Please print your name here:
-------------------------
Please date here:
-----------------------------------
Please sign two copies of this Certification Form, return one copy to the
Compliance Officer and retain the other copy, together with a copy of the Code
of Ethics, for your records.
