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GAMNA SERIES FUNDS, INC.
CODE OF ETHICS
I. INTRODUCTION.
The purpose of this Code of Ethics is to prevent Access Persons (as
defined below) of GAMNA Series Funds, Inc. (the "Fund") from engaging in any
act, practice or course of business prohibited by paragraph (a) of Rule 17j-1
(the "Rule") under the Investment Company Act of 1940, as amended (the "Act").
This Code of Ethics is required by paragraph (b) of the Rule. A copy of the Rule
is attached to this Code of Ethics as Appendix 1.
Access Persons of the Fund, in conducting their personal securities
transactions, owe a fiduciary duty to the shareholders of the Fund. The
fundamental standard to be followed in personal securities transactions is that
Access Persons may not take inappropriate advantage of their positions. All
personal securities transactions by Access Persons must be conducted in such a
manner as to avoid any actual or potential conflict of interest between the
Access Person's interest and the interests of the Fund, or any abuse of an
Access Person's position of trust and responsibility. Potential conflicts
arising from personal investment activities could include buying or selling
securities based on knowledge of the 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 the Fund. 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 and, in
this regard, Access 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 interests in limited partnerships or
transactions effected for the account of another individual or entity if the
Covered Person may share in the profit from the transaction.
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:
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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 2 to this Code of Ethics.
"Pecuniary interest" generally is the opportunity, directly or indirectly, to
profit or share in any profit derived from a transaction in securities
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1. "Access Person" means any director, officer or "advisory person" of the
Fund. A list of the Fund's Access Persons is attached as Appendix 3 to
this Code of Ethics and will be updated from time to time.
2. "Advisory Person" means (a) any employee of the Fund or of any company
in a control relationship to the Fund, who, in connection with his or
her regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of a Covered Security by the
Fund, or whose functions relate to the making of any recommendations
with respect to such purchases or sales; and (b) any natural person in
a control relationship to the Fund who obtains information concerning
recommendations made to the Fund with regard to the purchase or sale of
a Covered Security.
3. "Beneficial ownership" has the meaning set forth in Rule 16a-1(a)(2) of
the Securities Exchange Act of 1934, as amended, a copy of which is
included as Appendix 2. The determination of direct or indirect
beneficial ownership shall apply to all securities which an Access
Person has or acquires.
4. "Control" has the meaning set forth in Section 2(a)(9) of the Act.
5. "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.
6. "GAMNA" means Groupama Asset Management N.A., the investment adviser
for the Fund.
7. "GAMNA Code" means the Code of Ethics adopted by GAMNA and attached as
Appendix 4 to this Code of Ethics.
8. "Independent director" means a director of the Fund who is not an
"interested person" of the Fund within the meaning of Section 2(a)(19)
of the Act.
9. "Investment Personnel" of the Fund means (a) any employee of the Fund
(or of any company in a control relationship to the Fund) who, in
connection with his or her or her regular functions or duties, makes or
participates in making recommendations regarding the purchase or sale
of securities by the Fund and (b) any natural person who controls the
Fund and who obtains information concerning recommendations made to the
Fund regarding the purchase or sale of securities by the Fund.
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10. "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.
11. "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.
12. "PDI" means Provident Distributors, Inc., a Delaware corporation.
13. "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.
III. RESTRICTIONS APPLICABLE TO DIRECTORS, OFFICERS AND EMPLOYEES OF GAMNA.
1. All directors, officers and employees of GAMNA shall be subject to the
restrictions, limitations and reporting responsibilities set forth in
the GAMNA Code as if fully set forth herein.
2. Persons subject to this Section III shall not be subject to the
restrictions, limitations and reporting responsibilities set forth in
Sections IV. and V. below.
IV. PROHIBITIONS; EXEMPTIONS.
1. PROHIBITED PURCHASES AND SALES.
No Access Person may purchase or sell, directly or indirectly, any Covered
Security in which that Access Person has, or by reason of the transaction would
acquire, any direct or indirect beneficial ownership and which to the actual
knowledge of that Access Person at the time of such purchase or sale:
A. is being considered for purchase or sale by the Fund; or
B. is being purchased or sold by the Fund.
2. EXEMPTIONS FROM CERTAIN PROHIBITIONS.
A. The prohibited purchase and sale transactions described in
paragraph IV.1 above do not apply to the following personal
securities transactions:
(1) purchases or sales effected in any 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
either the Access Person or the Fund;
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(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 purchase or sale which the Chairman of the Fund's Audit
Committee, or in the event of such Chairman's unavailability of
if such purchase or sale is to be undertaken by the Chairman of
the Fund's Audit Committee, any other member of the Fund's Audit
Committee, approves on the grounds that its potential harm to
the Fund is remote.
3. PROHIBITED RECOMMENDATIONS.
An Access Person may not recommend the purchase or sale of any
Covered Security to or for the Fund without having disclosed his or her
interest, if any, in such security or the issuer thereof, including without
limitation:
A. any direct or indirect beneficial ownership of any Covered
Security of such issuer, including any Covered Security
received in a private securities transaction;
B. any contemplated purchase or sale by such person of a Covered
Security;
C. any position with such issuer or its affiliates; or
D. 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.
4. Pre-approval of Investments in Initial
Public Offerings and Limited Offerings.
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No Investment Personnel shall purchase any security (whether or not
such security is a Covered Security) issued in an IPO or a Limited Offering
unless an officer of the Fund approves the transaction in advance. The Secretary
of the Fund shall maintain a written record of any decisions to permit these
transactions, along with the reasons supporting the decision.
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V. REPORTING.
1. INITIAL HOLDINGS REPORTS.
No later than ten (10) days after a person becomes an Access Person,
he or she must report to the Compliance Officer the following information:
A. 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;
B. the name of any broker, dealer or bank with whom the Access
person maintained an account in which any securities were
held for the direct or indirect benefit of the Access Person
as of the date the person became an Access Person; and
C. the date that the report is submitted by the Access Person.
2. QUARTERLY REPORTING.
A. Every Access Person shall either report to the Fund the
information described in paragraph B below with respect to
transactions in any security in which the Access 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. Every report shall be made not later than 10 days after the
end of the calendar quarter in which the transaction to which
the report relates was effected and shall contain the
following information:
(1) With respect to any transaction during the quarter in a
Covered Security in which the Access 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
Covered 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;
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(v) the date that the report is submitted by the Access
Person; and
(vi) a description of any factors potentially relevant
to a conflict of interest analysis, including the
existence of any substantial economic relationship
between the transaction and securities held or to
be acquired by the Fund.
(2) With respect to any account established by the Access
Person in which any securities were held during the
quarter for the direct or indirect benefit of the Access
Person, the report shall contain the following
information:
(i) the name of the broker, dealer or bank with whom
the Access Person established the account;
(ii) the date the account was established; and.
(iii) the date that the report is submitted by the Access
Person.
C. If no transactions were conducted by an Access Person during
a calendar quarter that are subject to the reporting
requirements described above, such Access Person shall, not
later than 10 days after the end of that calendar quarter,
provide a written representation to that effect to the Fund.
3. ANNUAL REPORTING.
A. Within 30 days of the end of each calendar year, every Access
Person shall report to the Fund the following information
with respect to transactions in any Covered Security in which
the Access Person has, or by reason of the transaction
acquires, any direct or indirect beneficial ownership in the
security (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 Access Person had any
direct or indirect beneficial ownership;
(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; and
(3) The date that the report is submitted by the Access
Person.
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4. EXCEPTIONS TO REPORTING REQUIREMENTS.
A. An Access Person is not required to make a report otherwise
required under paragraphs 1, 2 or 3 above with respect to any
transaction effected for any account over which the Access
Person does not have any direct or indirect influence or
control; provided, however, that if the Access Person is
relying upon the provisions of this paragraph 4(A) to avoid
making such a report, the Access Person shall, not later than
10 days after the end of each calendar quarter, identify any
such account in writing and certify in writing that he or she
had no direct or indirect influence over any such account.
B. An independent director of the Fund who would be required to
make a report pursuant to paragraphs 1, 2 or 3 above solely
by reason of being a director of the Fund is required to
report a transaction in a security only if the independent
director, at the time of the transaction, knew or, in the
ordinary course of fulfilling the independent director's
official duties as a director of the Fund, should have known
that (a) the Fund has engaged in a transaction in the same
security within the last 15 days or is engaging or going to
engage in a transaction in the same security within the next
15 days, or (b) the Fund or GAMNA has within the last 15 days
considered a transaction in the same security or is
considering a transaction in the same security or within the
next 15 days is going to consider a transaction in the same
security.
5. ANNUAL CERTIFICATION.
A. All Access 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 Access 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 A is attached to this Code of Ethics as Appendix 5.
B. The Fund and GAMNA shall each prepare an annual report to the
Board of Directors of the Fund to be presented at the first
meeting of the Board after the end of each calendar year and
which shall:
(1) Summarize existing procedures concerning personal
investing, including preclearance policies and the
monitoring of personal investment activity after
preclearance has been granted, and any changes in the
procedures during the past year;
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(2) describe any issues arising under the Code of Ethics or
procedures since the last report to the Board including,
but not limited to, information about any material
violations of the Code of Ethics or procedures and the
sanctions imposed 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) contain such other information, observations and
recommendations as deemed relevant by the Fund, GAMNA or
PDI, as the case may be; and
(5) certify that it has adopted a Code of Ethics with
procedures reasonably necessary to prevent Access Persons
from violating the provisions of Rule 17j-1(b) or this
Code.
6. NOTIFICATION OF REPORTING OBLIGATION AND REVIEW OF REPORTS.
Each Access 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 to the Compliance Officer who shall review such
reports.
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.
VI. CONFIDENTIALITY.
No Access Person shall reveal to any other person (except in the normal
course of his or her duties on behalf of the Fund) any information regarding
securities transactions by the Fund or consideration by the Fund or GAMNA of any
such securities transaction.
All information obtained from any Access Person hereunder shall be kept in
strict confidence, except that reports of securities transactions hereunder will
be made available to the Securities and Exchange Commission or any other
regulatory or self-regulatory organization to the extent required by law or
regulation.
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VII. SANCTIONS.
Upon discovering a violation of this Code of Ethics, the Board of
Directors of the Fund may impose any sanctions it deems appropriate, including a
letter of censure, the suspension or termination of any director, officer or
employee of the Fund, or the recommendation to the employer of the violator of
the suspension or termination of the employment of the violator.
Dated: April 27, 2000
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Appendix A
Rule 17j-1 of the Investment Company Act of 1940:
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RULE 17j-1 PERSONAL INVESTMENT ACTIVITIES OF INVESTMENT COMPANY PERSONNEL.
(a) Definitions. For purposes of this section:
(1) Access Person means:
(i) Any director, officer, general partner or Advisory Person of a Fund
or of a Fund's investment adviser.
(A) If an investment adviser is primarily engaged in a business or
businesses other than advising Funds or other advisory clients,
the term Access Person means any director, officer, general
partner or Advisory Person of the investment adviser who, with
respect to any Fund, makes any recommendation, participates in
the determination of which recommendation will be made, or
whose principal function or duties relate to the determination
of which recommendation will be made, or who, in connection
with his or her duties, obtains any information concerning
recommendations on Covered Securities being made by the
investment adviser to any Fund.
(B) An investment adviser is "primarily engaged in a business or
businesses other than advising Funds or other advisory clients"
if, for each of its most recent three fiscal years or for the
period of time since its organization, whichever is less, the
investment adviser derived, on an unconsolidated basis, more
than 50 percent of its total sales and revenues and more than
50 percent of its income (or loss), before income taxes and
extraordinary items, from the other business or businesses.
(ii) Any director, officer or general partner of a principal underwriter
who, in the ordinary course of business, makes, participates in or
obtains information regarding, the purchase or sale of Covered
Securities by the Fund for which the principal underwriter acts, or
whose functions or duties in the ordinary course of business relate
to the making of any recommendation to the Fund regarding the
purchase or sale of Covered Securities.
(2) Advisory Person of a Fund or of a Fund's investment adviser means:
(i) Any employee of the Fund or investment adviser (or of any company
in a control relationship to the Fund or investment 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 by a Fund, or whose functions relate to
the making of any recommendations with respect to the purchases or
sales; and
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(ii) Any natural person in a control relationship to the Fund or
investment adviser who obtains information concerning
recommendations made to the Fund with regard to the purchase or
sale of Covered Securities by the Fund.
(3) Control has the same meaning as in section 2(a)(9) of the Act
[15 U.S.C. 80a-2(a)(9)].
(4) Covered Security means a security as defined in section 2(a)(36) of the
Act [15 U.S.C. 80a-2(a)(36)], except that it does not include:
(i) Direct obligations of the Government of the United States;
(ii) Bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements; and
(iii) Shares issued by open-end Funds.
(5) Fund means an investment company registered under the Investment Company
Act.
(6) An Initial Public Offering means an offering of securities registered
under the Securities Act of 1933 [15 U.S.C. 77a], 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 [15 U.S.C. 78m or 78o(d)].
(7) Investment Personnel of a Fund or of a Fund's investment adviser means:
(i) Any employee of the Fund or investment adviser (or of any company
in a control relationship to the Fund or investment adviser) who,
in connection with his or her regular functions or duties, makes
or participates in making recommendations regarding the purchase
or sale of securities by the Fund.
(ii) Any natural person who controls the Fund or investment adviser
and who obtains information concerning recommendations made to
the Fund regarding the purchase or sale of securities by the
Fund.
(8) A 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) [15 U.S.C. 77d(2) or 77d(6)] or pursuant to rule 504,
rule 505, or rule 506 [17 CFR 230.504, 230.505, or 230.506] under the
Securities Act of 1933.
(9) Purchase or sale of a Covered Security includes, among other things, the
writing of an option to purchase or sell a Covered Security.
(10) Security Held or to be Acquired by a Fund means:
(i) Any Covered Security which, within the most recent 15 days:
(A) Is or has been held by the Fund; or
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(B) Is being or has been considered by the Fund or its investment
adviser for purchase by the Fund; and
(ii) Any option to purchase or sell, and any security convertible into
or exchangeable for, a Covered Security described in
paragraph (a)(10)(i) of this section.
(b) Unlawful Actions. It is unlawful for any affiliated person of or principal
underwriter for a Fund, or any affiliated person of an investment adviser
of or principal underwriter for a Fund, in connection with the purchase or
sale, directly or indirectly, by the person of a Security Held or to be
Acquired by the Fund:
(1) To employ any device, scheme or artifice to defraud the Fund;
(2) To make any untrue statement of a material fact to the Fund or omit to
state a material fact necessary in order to make the statements made to
the Fund, in light of the circumstances under which they are made, not
misleading;
(3) To engage in any act, practice or course of business that operates or
would operate as a fraud or deceit on the Fund; or
(4) To engage in any manipulative practice with respect to the Fund.
(c) Code of Ethics.
(1) Adoption and Approval of Code of Ethics.
(i) Every Fund (other than a money market fund or a Fund that does not
invest in Covered Securities) and each investment adviser of and
principal underwriter for the Fund, must adopt a written code of
ethics containing provisions reasonably necessary to prevent its
Access Persons from engaging in any conduct prohibited by
paragraph (b) of this section.
(ii) The board of directors of a Fund, including a majority of directors
who are not interested persons, must approve the code of ethics of
the Fund, the code of ethics of each investment adviser and
principal. underwriter of the Fund, and any material changes to
these codes. The board must base its approval of a code and any
material changes to the code on a determination that the code
contains provisions reasonably necessary to prevent Access Persons
from engaging in any conduct prohibited by paragraph (b) of this
section. Before approving a code of a Fund, investment adviser or
principal underwriter or any amendment to the code, the board of
directors must receive a certification from the Fund, investment
adviser or principal underwriter that it has adopted procedures
reasonably necessary to prevent Access Persons from violating the
investment adviser's or principal underwriter's code of ethics. The
Fund's board must approve the code of an investment adviser or
principal underwriter before initially retaining the services of
the investment adviser or principal underwriter. The
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Fund's board must approve a material change to a code no later than
six months after adoption of the material change.
(iii) If a Fund is a unit investment trust, the Fund's principal
underwriter or depositor must approve the Fund's code of ethics,
as required by paragraph (c)(1)(ii) of this section. If the Fund
has more than one principal underwriter or depositor, the
principal underwriters and depositors may designate, in writing,
which principal underwriter or depositor must conduct the approval
required by paragraph (c)(1)(ii) of this section, if they obtain
written consent from the designated principal underwriter or
depositor.
(2) Administration of Code of Ethics.
(i) The Fund, investment adviser and principal underwriter must use
reasonable diligence and institute procedures reasonably necessary
to prevent violations of its code of ethics.
(ii) No less frequently than annually, every Fund (other than a unit
investment trust) and its investment advisers and principal
underwriters must furnish to the Fund's board of directors, and
the board of directors must consider, a written report that:
(A) Describes any issues arising under the code of ethics or
procedures since the last report to the board of directors,
including, but not limited to, information about material
violations of the code or procedures and sanctions imposed in
response to the material violations; and
(B) Certifies that the Fund, investment adviser or principal
underwriter, as applicable, has adopted procedures reasonably
necessary to prevent Access Persons from violating the code.
(3) Exception for Principal Underwriters. The requirements of
paragraphs (c)(1) and (c)(2) of this section do not apply to any
principal underwriter unless:
(i) The principal underwriter is an affiliated person of the Fund or of
the Fund's investment adviser; or
(ii) An officer, director or general partner of the principal
underwriter serves as an officer, director or general partner of
the Fund or of the Fund's investment adviser.
(d) Reporting Requirements of Access Persons.
(1) Reports Required. Unless excepted by paragraph (d)(2) of this section,
every Access Person of a Fund (other than a money market fund or a Fund
that does not invest in Covered Securities) and every Access Person of
an investment adviser of or principal underwriter for the Fund, must
report to that Fund, investment adviser or principal underwriter:
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(i) Initial Holdings Reports. No later than 10 days after the person
becomes an Access Person, the following information:
(A) 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;
(B) The name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities were held
for the direct or indirect benefit of the Access Person as of
the date the person became an Access Person; and
(C) The date that the report is submitted by the Access Person.
(ii) Quarterly Transaction Reports. No later than 10 days after the end
of a calendar quarter, the following information:
(A) With respect to any transaction during the quarter in a Covered
Security in which the Access Person had any direct or indirect
beneficial ownership:
(1) The date of the transaction, the title, the interest rate
and maturity date (if applicable), the number of shares
and the principal amount of each Covered 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
which the transaction was effected; and
(5) The date that the report is submitted by the Access Person.
(B) With respect to any account established by the Access Person
in which any securities were held during the quarter for the
direct or indirect benefit of the Access Person:
(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 that the report is submitted by the Access Person.
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(iii) Annual Holdings Reports. Annually, the following information
(which information must be current as of a date no more than 30
days before the report is submitted):
(A) The title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct or
indirect beneficial ownership;
(B) 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; and
(C) The date that the report is submitted by the Access Person.
(2) Exceptions from Reporting Requirements.
(i) A person need not make a report under paragraph (d)(1) of this
section with respect to transactions effected for, and Covered
Securities held in, any account over which the person has no
direct or indirect influence or control.
(ii) A director of a Fund who is not an "interested person" of the Fund
within the meaning of section 2(a)(19) of the Act [15 U.S.C.
80a-2(a)(19)], and who would be required to make a report solely
by reason of being a Fund director, need not make:
(A) An initial holdings report under paragraph (d)(1)(i) of this
section and an annual holdings report under paragraph
(d)(1)(iii) of this section; and
(B) A quarterly transaction report under paragraph (d)(1)(ii) of
this section, unless the director knew or, in the ordinary
course of fulfilling his or her official duties as a Fund
director, should have known that during the 15-day period
immediately before or after the director's transaction in a
Covered Security, the Fund purchased or sold the Covered
Security, or the Fund or its investment adviser considered
purchasing or selling the Covered Security.
(iii) An Access Person to a Fund's principal underwriter need not make a
report to the principal underwriter under paragraph (d)(1) of this
section if:
(A) The principal underwriter is not an affiliated person of the
Fund (unless the Fund is a unit investment trust) or any
investment adviser of the Fund; and
(B) The principal underwriter has no officer, director or general
partner who serves as an officer, director or general partner
of the Fund or of any investment adviser of the Fund.
(iv) An Access Person to an investment adviser need not make a
quarterly transaction report to the investment adviser under
paragraph (d)(1)(ii) of this section if all the information in the
report would duplicate information required to be recorded under
Sections 275.204-2(a)(12) or 275.204-2(a)(13) of this chapter.
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(v) (v) An Access Person need not make a quarterly transaction report
under paragraph (d)(1)(ii) of this section if the report would
duplicate information contained in broker trade confirmations or
account statements received by the Fund, investment adviser or
principal underwriter with respect to the Access Person in the
time period required by paragraph (d)(1)(ii), if all of the
information required by that paragraph is contained in the broker
trade confirmations or account statements, or in the records of
the Fund, investment adviser or principal underwriter.
(3) Review of Reports. Each Fund, investment adviser and principal
underwriter to which reports are required to be made by paragraph (d)(1)
of this section must institute procedures by which appropriate
management or compliance personnel review these reports.
(4) Notification of Reporting Obligation. Each Fund, investment adviser and
principal underwriter to which reports are required to be made by
paragraph (d)(1) of this section must identify all Access Persons who
are required to make these reports and must inform those Access Persons
of their reporting obligation.
(5) Beneficial Ownership. For purposes of this section, beneficial ownership
is interpreted in the same manner as it would be under
Section 240.16a-1(a)(2) of this chapter in determining whether a person
is the beneficial owner of a security for purposes of section 16 of the
Securities Exchange Act of 1934 [15 U.S.C. 78p] and the rules and
regulations thereunder. Any report required by paragraph (d) of this
section may contain a statement that the report will not be construed
as an admission that the person making the report has any direct or
indirect beneficial ownership in the Covered Security to which the
report relates.
(e) Pre-approval of Investments in IPOs and Limited Offerings. Investment
Personnel of a Fund or its investment adviser must obtain approval from the
Fund or the Fund's investment adviser before directly or indirectly
acquiring beneficial ownership in any securities in an Initial Public
Offering or in a Limited Offering.
(f) Recordkeeping Requirements.
(1) Each Fund, investment adviser and principal underwriter that is required
to adopt a code of ethics or to which reports are required to be made by
Access Persons must, at its principal place of business, maintain
records in the manner and to the extent set out in this paragraph (f),
and must make these records available to the Commission or any
representative of the Commission at any time and from time to time for
reasonable periodic, special or other examination:
(A) A copy of each code of ethics for the organization that is in
effect, or at any time within the past five years was in
effect, must be maintained in an easily accessible place;
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(B) A record of any violation of the code of ethics, and of any action
taken as a result of the violation, must be maintained in an
easily accessible place for at least five years after the end of
the fiscal year in which the violation occurs;
(C) A copy of each report made by an Access Person as required by this
section, including any information provided in lieu of the reports
under paragraph (d)(2)(v) of this section, must be maintained for
at least five years after the end of the fiscal year in which the
report is made or the information is provided, the first two years
in an easily accessible place;
(D) A record of all persons, currently or within the past five years,
who are or were required to make reports under paragraph (d) of
this section, or who are or were responsible for reviewing these
reports, must be maintained in an easily accessible place; and
(E) A copy of each report required by paragraph (c)(2)(ii) of this
section must be maintained for at least five years after the end
of the fiscal year in which it is made, the first two years in an
easily accessible place.
(2) A Fund or investment adviser must maintain a record of any decision,
and the reasons supporting the decision, to approve the acquisition by
investment personnel of securities under paragraph (e), for at least
five years after the end of the fiscal year in which the approval is
granted.
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Appendix B
Rule 16a-1(a)(2) of the Securities Exchange Act of 1934:
(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
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(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 C
The following are "Access Persons" for purposes of the foregoing Code of Ethics:
NAME TITLE
Robert T. Adams Director
Yadina Amadeo Assistant Secretary of the Adviser
Vincent Benefico Director
Mark P. Bronzo Director, Chairman, President and
CEO
James S. Carluccio Director
Ryan J. Carroll Assistant Secretary of the Adviser
Francois Coeytaux Second Vice President of the
Adviser
Kevin J. Dennean Second Vice President of the
Adviser
Edward Fogarty, Jr. Director
Suzann M. Gorman Assistant Secretary of the Adviser
Jeffrey L. Hickey Second Vice President of the
Adviser
Lauren F. Howe Account Manager Secretary of the
Adviser
Triphaine Masse Assistant Secretary of the Adviser
Stephen G. Nolet Treasurer of the Adviser
Brendan O'Connor Assistant Secretary of the Adviser
Mark A. Ouimet Second Vice President of the
Adviser
Daniel W. Portanova Director and Treasurer
Jonathan M. Rather Director
Amrit J. Walia Assistant Vice President of the
Adviser
Iona K. Watter Secretary
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Appendix D
GROUPAMA ASSET MANAGEMENT N.A.
CODE OF ETHICS
FOR
PERSONAL TRANSACTIONS
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Appendix E
CERTIFICATION FORM
This is to certify that I have read and understand the Code of Ethics of
GAMNA Series Funds, Inc., dated April 27, 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 Ms.
Iona Watter, Groupama Asset Management N.A., 180 Maiden Lane, New York, New York
10038-4925, and retain the other copy, together with a copy of the Code of
Ethics, for your records.
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