STOCKJUNGLE.COM
CODE OF ETHICS:
October 8, 1999
INSIDER TRADING AND SECURITIES TRANSACTIONS
I. NEED FOR POLICY
StockJungle.com is committed to ensuring compliance with all laws regarding
Insider Trading and Stock Tipping. In addition, as registered investment
advisers, StockJungle.com and its employees have additional ethical and legal
obligations that must be fulfilled in order to maintain the confidence and trust
of our clients and to protect the assets entrusted to us.
The purpose of this Policy is to state the Company's requirement that all
employees comply fully with the laws prohibiting insider trading and tipping,
and to set forth additional requirements and guidelines relating to employees'
personal securities transactions.
This Policy is designed to avoid even the appearance of impropriety,
criminal liability, or civil liability.
II. INSIDER TRADING, TIPPING, AND CONFIDENTIAL INFORMATION
The guiding principle behind the StockJungle.com policy is that client
interests come first. In keeping with this principle, StockJungle.com requires
that its employees:
* Must not buy, sell, recommend or suggest that anyone else buy, sell,
or retain, the securities of any company while in possession of inside
information regarding that company. This prohibition on insider
trading applies not only to personal transactions, but also bars
trading for client accounts when in possession of insider information.
* Must not disclose inside information to anyone, inside or outside of
StockJungle.com (including family members, except to those who have a
need to know such information) in order for StockJungle.com to carry
on its business properly and effectively. Also, any permitted
disclosure may only be made under circumstances that make it
reasonable to believe that the information will not be misused or
improperly disclosed by the recipient.
* Must use StockJungle.com's confidential information solely for
legitimate Company purposes and must not improperly disclose such
information.
* Must use and protect all confidential information received from others
strictly in accordance with the terms of the agreement or
understanding that the information was received and with at least the
same degree of care that would be applied to comparable
StockJungle.com confidential information.
* Must disclose the number and types of accounts that the employee
controls.
<PAGE>
III. REQUIREMENTS FOR EMPLOYEES' SECURITIES TRANSACTIONS
StockJungle.com employees are permitted to invest for their own account,
provided that such investment activities comply with applicable laws and
regulations, and are carried out in a manner consistent with StockJungle.com's
policy. In addition, personal securities transactions must avoid even the
appearance of a conflict of interest. The procedures and guidelines that follow
set forth reporting obligations and additional rues of conduct that must be
adhered to all StockJungle.com employees.
Pre-clearance and reporting of personal securities transactions and other
rules under this policy do not relieve employees from responsibility for
compliance with the proscriptions against insider trading and tipping set forth
above.
All requirements of this policy pertain to each employee's transactions and
transactions of associated accounts (Section IV (B)).
A. TRADING AND PRE-CLEARANCE REQUIREMENTS (See also Appendix B,
attached).
* All employees must receive pre-clearance from the Trading
Desk/Pre-Clearance Officer prior to engaging in a transaction
involving any publicly traded equity and/or fixed income security (or
any options or futures relating to such a security and/or fixed income
security). Pre-clearance must be obtained by filing Form C with the
Pre-Clearance Officer and receiving an approval log number. If
clearance is not given, the employee must not proceed with the
transaction. The fact that clearance is denied should be considered as
confidential information and must not be disclosed.
* Employees must provide the ticker, security name, type of order
(market, limit, buy/sell), price, and quantity to the Trading Desk.
Clearance will not be granted if there is a pending buy or sell for a
managed account.
* Transactions not effected the day clearance is granted must be
re-cleared.
* All transactions for the employee, his/her spouse, minor child, other
household members accounts subject to your discretion and control
(e.g. custodial and trust accounts), other accounts in which you have
a beneficial interest and ability to influence transactions (e.g.
joint accounts, co-trustee accounts, partnerships, investment clubs,
associated accounts) must be pre-cleared in accordance with this
policy.
* Employees of StockJungle.com who are directly involved in either
trading or investment management activities are prohibited from
participating in initial public offerings (IPOs). Any purchases of new
issues are allowed only in the secondary markets. StockJungle.com's
Trading Desk must be notified prior to any transaction in the IPO
market to ensure that it (StockJungle.com) does not have established
relationships with broker-dealers participating in the offering.
* Any employee directly participating in the decision or recommendation
to buy, sell or retain a particular security must disclose any direct
or indirect personal ownership of the security or any affiliation
which the issuer which is the subject of the decision or
recommendation.
* No analyst or portfolio manager may buy or sell a security for his/her
own account within 7 calendar days before or after transactions for
his/her assigned accounts have been completed for that security. The
2
<PAGE>
clients' interests must always take precedence even if it requires the
employee to delay taking action and suffer financial loss.
* All information received by an employee as a result of the employee's
employment with StockJungle.com is received in trust for
StockJungle.com clients. Subject to the restriction on insider trading
and tipping, and any requirements to keep such information
confidential, it is the obligation of the employee to make such
information known to other analysts and portfolio managers whose
accounts might be interested in sum information and not to
misappropriate such information for the employee's own financial
benefit.
* Particular attention should be paid to transactions in thinly traded
issues where even small transactions for an employee's account might
affect the market. A similar concern attaches to trading in derivative
securities (options, futures, convertible bonds, etc.) where only a
small movement in a security's price may be significant due to
leverage.
* In order to avoid the appearance of opportunistic trading in front of
transactions for StockJungle.com accounts, employees should seek to
avoid day-trades and should be prepared to hold investments for a
significant interval (minimum of 60 days).
* No employee may solicit or accept any offer made by any person if as a
result the employee would be able to purchase or sell any security at
a price or under conditions more favorable than those offered to
StockJungle.com's clients.
* Although StockJungle.com employees may conduct trading for their own
account within the limits off his policy, trading during working hours
should be limited. Extensive trading that may affect on-the-job
performance may be considered a violation of this policy and
StockJungle.com. In addition, StockJungle.com reserves the right to
prohibit employees from trading in certain securities and markets.
* The Pre-Clearance Officer may rescind approval before the employee
completes the trade. In this case, the employee should not continue,
and should seek clearance on a future date.
B. TRANSACTIONS EXEMPT FROM PRE-CLEARANCE
The following transactions are not subject to the pre-clearance
procedures:
1) All open-end mutual fund shares, dividend reinvestment plans and
optional cash purchases, "blind" managed accounts, or
StockJungle.com employee investment programs.
IV. RESPONSIBILITY
All employees must strictly observe the provisions of this Policy. An
employee's actions with respect to matters governed by this Policy are
significant indications of the individual's judgment, ethics, and competence.
Any actions in violation of the Policy will constitute an important element in
the evaluation of the employees for retention, assignment, and promotion.
Violations of this Policy will be grounds for appropriate disciplinary action.
Disciplinary action may include disgorging of profits, liquidation of holdings,
suspension of trading privileges, and discharge.
3
<PAGE>
All Managers are required to take appropriate measures to ensure that their
employees understand and comply with this Policy. All employees shall
acknowledge in writing, when first assigned to StockJungle.com and annually
thereafter, their commitment to comply with this Policy. A copy of the
Acknowledgment form appears as Attachment A.
The President of StockJungle.com shall be responsible for the
interpretation and enforcement of this Policy. Employees with questions
concerning whether conduct is consistent with the mandates of this Policy shall
consult the President prior to engaging in such conduct. Employees who believe
any other employee is engaged in conduct prohibited by this Policy, or that any
other person or firm representing StockJungle.com is engaged in such conduct
will promptly report such information to the appropriate level of management.
Upon request, employees shall submit copies of brokerage account
statements, confirmations, and other related materials with respect to their
personal and associated accounts to be used to audit compliance with these
reporting and clearance procedures and with the proscriptions against insider
trading and tipping set forth above. The statements should be provided no later
than ten (10) days after the request is made.
V. DEFINITIONS
"Inside information" means non-public information (i.e. information which
is not available to investors generally) that a reasonable investor would
consider to be important in deciding whether to buy, sell or retain a security
(e.g. stock; bond; option) including, for example, non-public information
relating to a pending merger, acquisition, disposition, joint venture, contact
award or termination, major lawsuit or claim, earnings announcement or change in
dividend policy, significant product development, or the gain or loss of a
significant customer or supplier. Any nonpublic information may be inside
information regardless of whether it is developed internally or obtained from
others (e.g. the issuer, current or prospective customers, suppliers or business
partners) and whether it relates to StockJungle.com or any other company or
entity. Information is still considered non-public until the market has had a
reasonable time after public announcement to assimilate and react to the
information.
"Confidential information" means any non-public information concerning
StockJungle.com activities or developed by StockJungle.com or received by
StockJungle.com under an express or implied agreement or understanding that the
information will be treated in confidence or used only for a limited purpose,
regardless of whether or not it would be considered to be important by
investors. Examples of confidential information include stocks recommended for
purchase or sale for client accounts, details of final transactions, and
identity and terms of customer accounts.
"Associated account" means securities and futures accounts of the
employee's (I) spouse, (II) minor children, and (III) other household members,
as well as (IV) any other accounts subject to an employee's discretion or
control (e.g. custodial and trust accounts, etc.), and (V) any other accounts in
which the employee has a beneficial interest and a substantial ability to
influence transaction (e.g. joint accounts, co-trustee accounts, partnerships,
investment clubs). The provisions of this Policy apply to transactions in any
personal account or "associated account".
<PAGE>
VI. PENALTIES FOR VIOLATION
Disciplinary action, up to and including discharge, may be taken against
employees who violate this policy. Violation of the laws prohibiting insider
trading and tipping could both damage StockJungle.com's reputation and subject
the Company, as a "controlling person" under applicable securities laws, to
significant civil liability and fines. Additionally, employees violating trade
laws could face individual criminal penalties of up to $1 million in fines and
imprisonment.
3
<PAGE>
APPENDIX A
StockJungle.com Insider Trading and Securities Transaction Policy
Acknowledgement
I hereby acknowledge that I have received previously or coincidently with this
Acknowledgment a copy of the StockJungle.com Insider Trading and Securities
Transaction Policy dated October 8, 1999. I have read and understand this
Policy. I understand my obligation to observe this Policy, including my
obligation report promptly to the appropriate level of management, or to legal
counsel, if I obtain information that gives me reason to believe that my
employee, person or firm is engaged in conduct prohibited by this Policy. To the
best of my knowledge, I have observed this policy in the past. I will observe it
in the future.
Signature: ____________________________________
Print: ________________________________________
Title or Position: ____________________________
Date: _________________________________________
<PAGE>
APPENDIX B
STOCKJUNGLE.COM
Insider Trading & Securities Transactions Summary Guidelines for Pre-clearance
TRANSACTION TYPE: PRE-CLEARANCE REQUIREMENTS:
Initial Public Offerings (IPOS) PROHIBITED FROM TRADING
Publically traded securities Pre-clear with Trading Desk
Derivatives (options, futures, warrants, etc.) Pre-clear with Trading Desk
Fixed income securities, tax-exempt Pre-clear with Trading Desk
Fixed income securities, taxable Pre-clear with Trading Desk
<PAGE>
APPENDIX C
PERSONAL TRADING REQUEST AND AUTHORIZATION FORM
Name: ___________________________ Date: __________________
Company Name and Ticker: ______________________________________________________
Type of Order: _________________________________________________________________
(Buy, Sell, Market or Limit)
Approximate Price: _____________________________________________________________
Number of Shares: ______________________________________________________________
To the best of your knowledge, are you, or is any member of your immediate
family, an officer or director of the issuer of the securities or any affiliate
of the issuer? Yes__No__
If yes, please describe:________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Describe any direct professional or business relationship you may have with the
issuer:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Signature: _______________________ Date: __________________
