<PAGE> 1
[Code of Ethics of Sawgrass Asset Management, L.L.C. ("SAM")]
EXHIBIT (p)(4)
SECTION 18
==============================================================================
CODE OF ETHICS
While SAM is confident of its employees integrity and good faith, there are,
certain instances, where employees possess knowledge regarding present or
future transactions or have the ability to influence portfolio transactions
made by the Company for its clients in securities in which they personally
invest. In these situations personal interest may conflict with that of the
Company's clients.
In view of the above, SAM has adopted this Code of Ethics to specify or
prohibit certain types of transactions deemed to create conflicts of interest
(or the potential for or appearance of), and to establish reporting
requirements and enforcement procedures.
18.1 STATEMENT OF GENERAL PRINCIPLES
In recognition of the trust and confidence placed in SAM by its
clients and to stress SAM's belief that its operations are directed to
the benefit of its clients, the Company has developed and adopted the
following general principles to guide its employees, officers, and
directors.
1. The interests of the clients are paramount and all associated persons of
the Company must conduct themselves in such a manner that the interests of
the clients take precedence over all others.
2. All personal securities transactions by associated persons of the Company
must be accomplished in such a way as to avoid any conflict between the
interest of the Company's clients and the interest of any associated
person.
3. All associated persons of the Company must avoid actions or activities
that allow personal benefit or profit from their position with regard to
the Company's clients.
18.2 DEFINITIONS
1. "Access Person"-any director, officer, or associated person who
recommends the purchase or sale of securities for the Company on behalf
of the client.
2. "Beneficial Ownership" of a security - a person is considered to be a
beneficial owner of any securities in which he has a direct or indirect
monetary interest or is held by his spouse, his minor children, a
relative who shares his home, or other persons by reason of any contract,
arrangement, understanding or relationship that provides him with sole or
shared voting or investment power.
3. "Control" - means the power to exercise a controlling influence over the
management or policies of a company, unless such power is solely the
result of an official position with such company. Ownership of 25% or
more of a company's outstanding voting security is presumed to give the
holder control over the company.
<PAGE> 2
18-1
4. "Investment Personnel" - means all Access Persons who occupy the position
of portfolio manager with respect to the clients of SAM or any
separately-managed series thereof (a "Fund"), and all Access Persons who
provide or supply information and/or advice to any portfolio manager (or
Trust Officer), or who execute or help execute any portfolio manager's
decisions.
5. "Purchase or Sale of a Security" includes, among other things, the
writing of an option to purchase or sell a security.
6. "Security" shall have the same meaning as that set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include securities
issued by the Government of the United States or an agency thereof,
banker's acceptances, bank certificates of deposit, commercial paper and
registered open-end mutual funds.
7. A "Security Held or to be Acquired" by the clients means any security
which, within the most recent fifteen days, (i) is or has been held by
the clients or (ii) is being or has been considered by the Company for
purchase by the clients.
8. A Security is "being purchased or sold" by the clients from the time when
a purchase or sale has been communicated to the Company until the time
when such transaction has been fully completed or terminated.
18.3 PROHIBITED PURCHASES AND SALES OF SECURITIES
1. No access person shall, in connection with the purchase or sale,
directly or indirectly:
a. employ any device, scheme or artifice to defraud;
b. make any untrue statement of a material fact or omit to state a
material fact;
c. engage in any act, practice or course of business which would
operate as a fraud or deceit; or engage in any manipulative
practice.
2. No access person may purchase or sell, directly or indirectly, any
security in which he had or by reason of such transaction acquires any
beneficial ownership, within 24 hours before or after the time that the
same (or a related) security is being purchased or sold by a client.
3. No investment personnel may acquire securities as part of an initial
public offering by the issuer.
4. No investment personnel shall purchase or sell, directly or indirectly,
any security in which he had or by reason of such transaction acquires
any beneficial ownership within 7 days before or after the time that the
same (or a related) security is being purchased or sold by any client for
which he acts as the portfolio manager.
18.4 PRE-CLEARANCE OF TRANSACTIONS
1. Except as provided in Section 18.4.2, below, all investment personnel must
pre-clear each proposed transaction in securities with a designated Supervisor
prior to proceeding with the transaction. In determining whether to grant such
clearance, the designated Supervisor shall refer to the Section 18.4.3, below.
2. The requirements of Section 18.4.1 shall not apply to the following
transactions:
<PAGE> 3
a. Purchases or sales over which the Investment Personnel has no direct or
indirect influence or control.
18-2
b. Purchases or sales which are non-volitional on the part of either the
Investment Personnel or any Fund, including purchases or sales upon exercise of
puts or calls written by the Investment Personnel and sales from a margin
account pursuant to a bona fide margin call.
c. Purchases which are part of an automatic dividend reinvestment plan.
d. 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 such rights were
acquired from such issuer.
3. The following transactions must be approved by the designated Supervisor.
a. Transactions which appear upon reasonable inquiry and investigation to
present no reasonable likelihood of harm to the clients and which are otherwise
in accordance with Rule 17j-1.
b. Purchases or sales of securities which are not eligible for purchase or sale
by any client, as determined by reference to the Act and blue sky laws and
regulations hereunder, the investment objectives and policies and investment
restrictions of the clients and their series, and undertakings made to
regulatory authorities.
c. Transactions which the designated Supervisor after consideration of all the
facts and circumstances, determines to be in accordance with Section 18.3 and
to present no reasonable likelihood of harm to the clients.
4. PRIVATE PLACEMENT SECURITIES: THE ACQUISITION BY INVESTMENT PERSONNEL OF
ANY PRIVATE PLACEMENT SECURITIES IS SUBJECT TO REVIEW AND PRE-APPROVAL BY THE
SAM COMPLIANCE OFFICER. SUCH TRANSACTIONS ARE PROHIBITED IF:
a. THAT THERE EXISTS ANY REASONABLE LIKELIHOOD OF HARM TO ANY SAM CLIENT
OR:
b. IF ANY CLIENT TRANSACTION INVOLVES SAID SECURITY.
18.5 PRE-CLEARANCE APPROVAL PROCESS
TO OBTAIN PRE-CLEARANCE ON PERSONAL INVESTMENT TRANSACTIONS, INVESTMENT
PERSONNEL ARE TO COMPLETE A PERSONAL TRADING CLEARANCE FROM (EXHIBIT 11). THIS
FORM IS TO BE GIVEN TO A PORTFOLIO MANAGER RESPONSIBLE FOR THE SECURITY TYPE IN
QUESTION (E.G. STOCKS, BONDS, ETC.) WHO INDICATES ANY RECENT OR ANTICIPATED
TRADING IN SAID SECURITY. THE FORM IS THEN FORWARDED TO THE SAM COMPLIANCE
OFFICER FOR APPROVAL. THE COMPLIANCE OFFICER SHALL MAINTAIN RECORDS OF THIS
APPROVAL PROCESS.
18.6 ADDITIONAL RESTRICTIONS AND REQUIREMENTS
1. No Access Person shall accept or receive any gift in excess of $100 value
from any person or entity that does business with or on behalf of SAM.
2. EACH ACCESS PERSON MUST HAVE DUPLICATE STATEMENTS FOR ALL PERSONAL
BROKERAGE ACCOUNTS SENT TO THE DESIGNATED SUPERVISOR DIRECTLY FROM
HIS/HER BROKER/DEALER. Compliance with this provision can be effected by
the Access Person providing
<PAGE> 4
duplicate copies of all such statements directly to the designated
Supervisor within two business days of receipt by the Access Person.
18-3
3. No Investment Personnel may accept a position as a director, trustee or
general partner of a publicly-traded company unless such position has been
presented to and approved by the Company and by Trusts' Board of Trustees
as consistent with the interests of the Trusts and their shareholders.
4. All ACCESS PERSONS must provide to the designated Supervisor a complete
listing of all securities owned by such person AND A LIST OF ALL BROKERAGE
ACCOUNTS as of the effective date of employment, and thereafter must
submit a revised list of such holdings AND BROKERAGE ACCOUNTS to the
designated Supervisor as of January 1 of each subsequent year. The initial
listing must be submitted within 10 days of the date upon which such
person first became an Access Person of the Trusts, a and each update
thereafter must be provided no later than 10 days after the start of the
subsequent year. A report form and reminder will be sent to all Investment
Personnel prior to year-end. (see Exhibit 10).
5. INVESTMENT PERSONNEL MAY NOT PROFIT FROM THE PURCHASE AND SALE OR SALE AND
PURCHASE OF A SECURITY WITHIN 60 DAYS OF ACQUIRING OR DISPOSING OF
BENEFICIAL OWNERSHIP OF THAT SECURITY. THIS PROHIBITION DOES NOT APPLY TO
TRANSACTIONS RESULTING IN A LOSS, OR TO FUTURES OR OPTIONS ON FUTURES ON
BROAD-BASED SECURITIES INDEXES OR U.S. GOVERNMENT SECURITIES.
18.7 REPORTING OBLIGATION
1. The Advisor shall create and maintain a listing of all Access Persons,
Investment Personnel, and designated Supervisors.
2. Each Access Person shall report all transactions in securities in which
the person has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership. (see Exhibit 5).
3. Each Access Person shall sign an acknowledgment at the time this Code is
adopted or at the time such person becomes an Access Person and on an
annual basis thereafter that he has read, understands, and agrees to
abide by this Code.
18.8 REPORTS
1. Each Access Person shall submit quarterly reports of personal securities
transactions to the designated Supervisor. The designated Supervisor
shall submit confidential quarterly reports with respect to his or her
own personal securities transactions to an officer designated to receive
his or her reports ("Alternate designated Supervisor"), who shall act in
all respects in the manner prescribed herein for the designated
Supervisor.
<PAGE> 5
2. Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he has
any direct or indirect beneficial ownership in the security to which the
report relates.
3. IN ADDITION TO THE QUARTERLY TRANSACTIONS REPORT DESCRIBED IN 18.8(1)
ABOVE, every Access Person shall report the name of any publicly-owned
company (or any company anticipating a public offering of its equity
securities) and the total number of its shares beneficially owned by him
if such total ownership is more than 1/2 of 1% of the company's
outstanding shares.
18-4
4. 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:
a. The date of the transaction, the title INTEREST RATE AND MATURITY
(IF APPLICABLE) and the number of shares or the principal amount of
each security involved;
b. The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
c. The price at which the transaction was effected;
d. The name of the broker/dealer or bank with or through whom the
transaction was effected; and
e. The date the report was signed.
f. ALL BROKERAGE ACCOUNTS OPENED DURING THE QUARTER.
5. In the event no reportable transactions occurred during the quarter, the
report should be so noted and returned, signed and dated.
6. Report forms will be sent to all Access Persons by the designated
Supervisor prior to the end of each quarter.
18.9 REVIEW AND ENFORCEMENT
The designated Supervisor shall review reported personal securities
transactions, brokerage statements, and/or the clients' securities
transactions to determine whether a violation of this Code may have
occurred. Before making any determination that a violation has been
committed by any person, the designated Supervisor shall give such
person an opportunity to supply additional explanatory material.
If the designated Supervisor determines that a violation of this Code
may have occurred, he shall submit his written determination, together
with the confidential monthly report and any additional explanatory
material provided by the individual, to the Counsel for the Advisor,
who shall make an independent determination as to whether a violation
has occurred.
If the Counsel for the Advisor finds that a violation has occurred,
the Counsel for the Advisor shall impose upon the individual such
sanctions as he or she deems
<PAGE> 6
appropriate and shall report the violation and the sanction imposed to
the Board of Trustees of the Trusts.
No person shall participate in a determination of whether he has
committed a violation of the Code or of the imposition of any sanction
against himself. If a securities transaction of the Counsel for the
Advisor is under consideration, any other Counsel shall act in all
respects in the manner prescribed herein for the Counsel for the
Advisor.
18-5
18.10 RECORDS
The Company shall maintain records in the manner and to the extent set
forth below, and will make them available for examination by
representatives of the Securities and Exchange Commission.
1. A copy of this Code and any other code which is, or at any time within
the past five years has been, in effect shall be preserved in an easily
accessible place;
2. A record of any violation of this Code and any action taken as a result
of such violation shall be preserved in an easily accessible place for a
period of not less than five years following the end of the fiscal year
in which the violation occurs;
3. A copy of each report made by an officer or Supervisor pursuant to this
Code shall be preserved for a period of not less than five years from the end
of the fiscal year in which it is made, the first two years in an easily
accessible place; and
3. A list of all persons who are, or within the past five years have been,
required to make reports pursuant to this Code shall be maintained in an
easily accessible place.
18.11 MISCELLANEOUS
All reports of securities transactions and any other information filed
with the Company pursuant to this Code shall be treated as
confidential. The Company may from time to time adopt such
interpretations of this Code as it deems appropriate.
The Counsel for the Company, or an appropriate member of SAM, shall
report to SAM and to the Board of Trustees of the Trusts at least
annually as to the operation of this Code and shall address in any
such report the need (if any) for further changes or modifications to
this Code.
<PAGE> 7
18-6
