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Exhibit No. Ex-99.p.1
CODE OF ETHICS FOR
JACOB INTERNET FUND INC.
(AMENDED AND RESTATED AS OF SEPTEMBER 1, 2000)
Jacob Internet Fund Inc. (the "Fund") has determined to adopt this Code of
Ethics (the "Code") to specify and prohibit certain types of personal securities
transactions deemed to create a conflict of interest and to establish reporting
requirements and preventive procedures pursuant to the provisions of Rule
17j-1(b)(1) under the Investment Company Act of 1940, as amended (the "1940
Act").
I. DEFINITIONS
A. An "Access Person" means (i) any director, officer, manager,
member or Advisory Person (as defined below) of the Fund or
any investment adviser of the Fund; or (ii) any director,
officer or general partner of a principal underwriter of the
Fund who, in the ordinary course of his or her business,
makes, participates in or obtains information regarding the
purchase or sale of securities for the Fund for which the
principal underwriter so acts or whose functions or duties as
part of the ordinary course of his or her business relate to
the making of any recommendation to the Fund regarding the
purchase or sale of securities.
B. An "Advisory Person" means any employee of the Fund or any
investment adviser thereof (or of any company in a control
relationship to the Fund or such 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 securities by the Fund or whose functions relate to
any recommendations with respect to such purchases or sales
and any natural person in a control relationship with the Fund
or adviser who obtains information regarding the purchase or
sale of securities.
C. A "Portfolio Manager" means any person or persons with the
direct responsibility and authority to make investment
decisions affecting the Fund.
D. "Access Persons," "Advisory Persons" and "Portfolio Managers"
shall not include any individual who is required to and does
file quarterly reports with any investment adviser,
sub-adviser, administrator or principal underwriter for the
Fund substantially in conformity with Rule 17j-1 of the 1940
Act, provided, however, that the compliance officer of any
investment adviser, sub-adviser, administrator, or the
principal underwriter shall (i) file an annual certification
with the Fund stating that such entity has adopted or approved
the continuation of its Code of Ethics and that the Code of
Ethics contains provisions reasonably necessary to prevent its
Access Persons from violating Rule 17j-1; and (ii) notify the
Fund's compliance officer of any material violation of such
entity's Code of Ethics upon actual knowledge by such
compliance officer that such a violation had occurred. The
Fund's compliance officer shall report any such violations to
the Fund's Board of Directors in accordance with the
provisions of the Fund's Code of Ethics as if the report of
the violation had been made under the Fund's Code of Ethics.
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E. "Beneficial Ownership" shall be interpreted subject to the
provisions of Rule 16a-1(a)(2) of the Securities Exchange Act
of 1934.
F. "Control" shall have the same meaning as set forth in Section
2(a)(9) of the 1940 Act.
G. "Independent Director" means a Director of the Fund who is not
an "interested person" within the meaning of Section 2(a)(19)
of the 1940 Act. An "interested person" includes any person
who is a trustee, director, officer, employee or owner of 5%
or more of the outstanding stock of any investment adviser to
the Fund. Affiliates of brokers or dealers are also
"interested persons," except as provided in Rule 2a19-1 under
the 1940 Act.
H. The "Review Officer" is the person designated by the Fund's
Board of Directors to monitor the overall compliance with this
Code. In the absence of any such designation the Review
Officer shall be the Treasurer or any Assistant Treasurer of
the Fund.
I. The "Preclearance Officer" is the person designated by the
Fund's Board of Directors to provide preclearance of any
personal security transaction as required by this Code of
Ethics.
J. "Purchase or sale of a security" includes, among other things,
the writing of an option to purchase or sell a security or the
purchase or sale of a future or index on a security or option
thereon.
K. "Security" shall have the meaning as set forth in Section
2(a)(36) of the 1940 Act (in effect, all securities), except
that it shall not include securities issued by the U.S.
Government (or any other "government security" as that term is
defined in the 1940 Act), bankers' acceptances, bank
certificates of deposit, commercial paper and such other money
market instruments as may be designated by the Directors of
the Fund and shares of registered open-end investment
companies.
L. A security is "being considered for purchase or sale" when a
recommendation to purchase or sell the security has been made
and communicated and, with respect to the person making the
recommendation, when such person seriously considers making
such a recommendation.
M. A "Private Fund" is any pooled investment vehicle (including
without limitation, a limited liability company, partnership
or business trust) for which the Fund's investment adviser or
its affiliate performs an investment advisory or equivalent
role and in which one or more Access Persons may hold a direct
or indirect interest.
II. STATEMENT OF GENERAL PRINCIPLES
A. The following general fiduciary principles shall govern the
personal investment activities of all Access Persons. Each
Access Person shall adhere to the highest ethical standards
and shall:
1. at all times, place the interests of the Fund before
his personal interests;
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2. conduct all personal securities transactions in a
manner consistent with this Code, so as to avoid any
actual or potential conflicts of interest, or an
abuse of position of trust and responsibility; and
3. not take any inappropriate advantage of his position
with or on behalf of the Fund.
B. The restrictions of Section III below and the compliance
provisions of Section IV below shall not apply to purchases
and sales for the account of a Private Fund if, at the time of
the transaction, the Fund does not own and does not acquire
within seven days of the transaction by the Private Fund, the
security in question.
III. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES
A. Blackout Periods
1. No Access Person (other than an Independent Director)
shall purchase or sell, directly or indirectly, any
security in which he has, or by reason of such
transaction acquires, any direct or indirect
beneficial ownership on a day during which he knows
or should have known the Fund has a pending "buy" and
"sell" order in that same security until that order
is executed or withdrawn.
2. No Advisory Person or Portfolio Manager shall
purchase or sell, directly or indirectly, any
security in which he has, or by reason of such
transaction acquires, any direct or indirect
beneficial ownership within at least seven calendar
days before and after the Fund trades (or has traded)
in that security.
B. Initial Public Offerings and Private Placements
With regard to initial public offerings and private
placements, each Advisory Person shall:
1. obtain express prior written approval from the Review
Officer (who, in making such determination, shall
consider among other factors, whether the investment
opportunity should be reserved for the Fund, and
whether such opportunity is being offered to such
Advisory Person by virtue of his position with the
Fund) for any acquisition of securities in an initial
public offering or private placement. A record of any
decision, and the reasons supporting the decision, to
approve the acquisition by Advisory Persons of such
securities, must be maintained for at least five
years after the end of the fiscal year in which the
approval is granted; and
2. after authorization to acquire securities in an
initial public offering or private placement has been
obtained, disclose such personal investment with
respect to any subsequent consideration by the Fund
(or any other investment company for which he acts in
a capacity as an Advisory Person) for investment in
that issuer.
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Any express prior written approval received from the Review
Officer shall be valid only on the day on which it was issued.
If the Fund decides to purchase securities of an issuer the
shares of which have been previously obtained for personal
investment by an Advisory Person, that decision shall be
subject to an independent review by Advisory Persons with no
personal interest in the issuer.
C. Short-term Trading Profits
No Advisory Person shall profit from the purchase and sale, or
sale and purchase, of the same (or equivalent) securities of
which such Advisory Person has beneficial ownership within 60
calendar days. Any profit so realized shall, unless the Fund's
Board of Directors approves otherwise, be disgorged as
directed by the Fund's Board of Directors.
D. Gifts
No Advisory Person shall receive any gift or other things of
value from any person or entity that does business with or on
behalf of the Fund that poses a potential conflict of
interest.
E. Service as a Director
1. No Advisory Person shall serve on a board of
directors of a publicly traded company without prior
authorization from the Board of Directors of the
Fund, based upon a determination that such board
service would be consistent with the interests of the
Fund and its investors.
2. If board service of an Advisory Person is authorized
by the Board of Directors of the Fund such Advisory
Person shall be isolated from the investment making
decisions of the Fund with respect to the company of
which he is a director.
F. Exempted Transactions
The prohibition of Section III shall not apply to:
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 that are non-volitional on the
part of the Access Person or the Fund, including
mergers, recapitalizations or similar transactions;
3. purchases which are part of an automatic dividend
reinvestment plan;
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 such rights were
acquired from such issuer, and sales of such rights
so acquired; and
5. purchases and sales that receive prior approval in
writing by the Preclearance Officer as (a) only
remotely potentially harmful to the Fund because they
would be very unlikely to affect a highly
institutional market,
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(b) clearly not economically related to the
securities to be purchased or sold or held by the
Fund or client or (c) not representing any danger of
the abuses prescribed by Rule 17j-1, but only if in
each case the prospective purchaser has identified to
the Review Officer all factors of which he or she is
aware which are potentially relevant to a conflict of
interest analysis, including the existence of any
substantial economic relationship between his or her
transaction and securities held or to be held by the
Fund.
IV. COMPLIANCE PROCEDURES
A. Preclearance
An Access Person (other than a Independent Director) may not,
directly or indirectly, acquire or dispose of beneficial
ownership of a security except as provided below unless:
1. such purchase or sale has been approved by the
Preclearance Officer;
2. the approved transaction is completed on the same day
approval is received; and
3. the Preclearance Officer has not rescinded such
approval prior to execution of the transaction.
B. Preclearance Safe Harbors
Notwithstanding the provisions of Section III, if the
preclearance request involves one of the items listed
immediately below, the transaction may be approved without
further inquiry:
1. 1000 shares or less in the aggregate, if the issuer
has market capitalization (outstanding shares
multiplied by the current market price per share)
greater than $5 billion; or
2. 500 shares or less in the aggregate or less than
.001% of the issuer's market capitalization, if the
issuer has market capitalization (outstanding shares
multiplied by the current market price per share)
less than $5 billion; or
3. investment grade debt instruments less than $100,000.
4. purchases and sales by the Private Fund with respect
to the following:
a. short sales of securities in the Private
Fund solely for the purpose of hedging long
positions in such fund or that involve
securities which at the time of the
transactions are not held by the Fund; or
b. where the Fund sells a security for
regulatory or compliance reasons or to
generate cash to satisfy redemption requests
and
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subsequently the Private Fund purchases
the security in a transaction that would
otherwise be prohibited by this Code; or
c. where the Private Fund buys a security and
subsequently the Fund sells the security in
a transaction that would otherwise be
prohibited by this Code; or
d. where the Private Fund and the Fund are both
buying or both selling the same security, at
the same time or at different times in a
transaction that would otherwise be
prohibited by this Code, provided that both
transactions are effected at the same price;
or
e. where the Fund buys a security and the
Private Fund subsequently sells such
security in a transaction that would
otherwise be prohibited by this Code,
provided that the price at which the Fund
transaction is effected is the same or a
higher price; or
f. where the Private Fund sells a security and
the Fund subsequently buys such security in
a transaction which would otherwise be
prohibited by this Code.
C. Reporting Requirements
All Access Persons, except for Independent Directors (see
Section D below), are subject to the following reporting
requirements with respect to their personal securities
transactions and securities holdings. Any report may contain a
statement that it shall not be construed as an admission by
the person making the report that he or she has any direct or
indirect beneficial ownership in the security to which the
report relates.
1. Disclosure of Personal Holdings (Initial and Annual
Reports)
a. INITIAL HOLDINGS REPORTS. No later than ten
days after the person becomes an Access
Person, the following information must be
provided:
1. the title, number of shares and
principal amount of each security
in which the Access Person had any
direct or indirect beneficial
ownership when the person became an
Access Person;
2. 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
3. the date that the report is
submitted by the Access Person.
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b. 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) must be
provided:
1. the title, number of shares and
principal amount of each 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.
2. DUPLICATE CONFIRMATIONS. All Access Persons (other
than Independent Directors) shall direct their
brokers to supply the Fund's Review Officer on a
timely basis, duplicate copies of confirmations of
all personal securities transactions.
3. QUARTERLY REPORTS. Each Access Person (other than
Independent Directors) shall, not later than ten days
after the end of each calendar quarter, file with the
Review Officer confidential quarterly reports
containing the information set forth below with
respect to personal securities transactions effected
and brokerage accounts maintained during the quarter,
provided that no Access Person shall be required to
report transactions effected for any account over
which such Access Person has no direct or indirect
influence or control (except that such an Access
Person must file a written certification stating that
he or she has no direct or indirect influence or
control over the account in question). All such
Access Persons shall file reports, even when no
transactions have been effected, representing that no
transactions subject to reporting requirements were
effected.
Every quarterly report shall contain the following
information with respect to any transaction during
the quarter in a security in which the Access Person
had any direct or indirect beneficial ownership:
a. the date of the transaction, the title, the
interest rate and maturity date (if
applicable) and the number of shares and 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 that the report is submitted by the
Access Person.
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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:
a. the name of the broker, dealer or bank with
whom the Access Person established the
account;
b. the account number and date the account was
established; and
c. the date that the report is submitted by the
Access Person.
D. Review
The Review Officer and compliance staff shall review the
initial, quarterly and annual Access Person reports, as well
as duplicate confirmations, and compare the information
disclosed in such reports with the trading records of the
Fund. In reviewing transactions, the Review Officer shall take
into account the exemptions allowed under Section III.F.
Before making a determination that a violation has been
committed by an Access Person, the Review Officer shall give
such person an opportunity to supply additional information
regarding the transaction in question.
E. Certification of Compliance
Each Access Person is required to certify annually that he or
she has read and understood the Fund's Code and recognizes
that he or she is subject to such Code. Further, each Access
Person is required to certify annually that he or she has
complied with all the requirements of the Code and that he or
she has disclosed or reported all personal securities
transactions pursuant to the requirements of the Code.
V. REQUIREMENTS FOR INDEPENDENT DIRECTORS
A. Every Independent Director shall file with the Review Officer
a quarterly report indicating that he or she had no reportable
transactions or a report containing the information required
in Section IV.C.3. of this Code with respect to transactions
(other than exempted transactions listed under Section III.F.)
in any securities in which such person has, or by reason of
such transactions acquires, any direct or indirect beneficial
ownership, if such Director, at the time of that transaction,
knew or should have known, in the ordinary course of pursuing
his or her official duties as Director, that during the 15-day
period immediately preceding or after the transaction by the
Director:
1. such security was being purchased or sold by the
Fund; or
2. such security was being considered for purchase or
sale by the Fund.
All Independent Directors shall file reports, even when no
transactions have been effected, representing that no
transactions subject to reporting requirement were effected.
<PAGE>
B. Notwithstanding the preceding section, any Independent
Director may, at his or her option, report the information
required of Access Persons in quarterly reports (section
IV.C.3) with respect to any one or more transactions and may
include a statement that the report shall not be construed as
an admission that the person knew or should have known of
portfolio transactions by the Fund in such securities.
VI. REVIEW BY THE BOARD OF DIRECTORS
A. Board Approval
The Board of Directors of the Fund, including a majority of
the Independent Directors, must initially approve this Code of
Ethics, as well as the code of ethics of each investment
adviser of the Fund and, unless exempted by SEC rules, each
principal underwriter of the Fund. In addition, the Board of
Directors, including a majority of the Independent Directors,
must approve any material change to such codes of ethics no
later than six months after the change.
B. Reports of the Board
At least annually, the Review Officer shall furnish to the
Board of Directors, and the Board must consider, a written
report that includes:
1. all existing procedures concerning Access Persons'
personal trading activities and any procedural
changes made during the past year;
2. any recommended changes to the Fund's Code or
procedures;
3. a summary of any issues arising under the Code since
the last report to the Board including, but not
limited to, information about material violations
which occurred during the period, and the sanctions
or other action that was taken in response to such
violations; and
4. A certification that the Fund has adopted procedures
reasonably necessary to prevent Access Persons from
violating this Code of Ethics.
VII. SANCTIONS
A. Sanctions for Violations by Access Persons
If the Review Officer determines that a violation of this Code
has occurred, he or she shall so advise the President of the
Fund, who will determine what sanctions, if any, are deemed
appropriate, including, among other possible sanctions,
disgorgement of profits, censure, suspension or termination of
the employment of the violator. All material violations of the
Code and any sanctions imposed as a result thereto shall be
reported periodically to the Board of Directors.
B. Sanctions for Violations by Independent Directors
If the Review Officer determines that any Independent Director
has violated this Code, he or she shall so advise the
President of the Fund and also a committee
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consisting of the Independent Directors (other than the person
whose transaction is at issue) and shall provide the committee
with a report, including the record of pertinent actual or
contemplated portfolio transactions of the Fund and any
additional information supplied by the person whose
transaction is at issue. The committee, at its option, shall
either impose such sanctions as it deems appropriate or refer
the matter to the full Board of Directors of the Fund, which
shall impose such sanctions as it deems appropriate.
VIII. MISCELLANEOUS
A. Access Persons
The Review Officer of the Fund will identify all Access
Persons who are under a duty to make reports to the Fund and
will inform such persons of such duty. Any failure by the
Review Officer to notify any person of his or her duties under
this Code shall not relieve such person of his or her
obligations hereunder.
B. Records
The Fund's Administrator shall maintain records in the manner
and to the extent set forth below, which records may be
maintained on microfilm under the conditions described in Rule
31a-2(f) under the 1940 Act, and shall be available for
examination by representatives of the Securities and Exchange
Commission ("SEC"):
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 of 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 Access Person
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;
4. a list of all persons who are required, or within the
past five years have been required, to make reports
pursuant to this Code shall be maintained in an
easily accessible place; and
5. a copy of each periodic written report to the Fund's
Board of Directors relating to a code of ethics
provided by the Fund, or any investment adviser or
principal underwriter, 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.
C. Confidentiality
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All reports of securities transactions and any other
information filed pursuant to this Code shall be treated as
confidential, except to the extent required by law.
D. Interpretation of Provisions
The Board of Directors of the Fund may from time to time adopt
such interpretations of this Code as it deems appropriate.
<PAGE>
JACOB INTERNET FUND INC.
JACOB ASSET MANAGEMENT OF NEW YORK LLC
QUARTERLY REPORT
To: , Review Officer
-----------------------------------
From:
---------------------------------
(Your Name)
QUARTERLY TRANSACTIONS. This Quarterly Report (the "Report")
is submitted pursuant to Section IV of the Code of Ethics of Jacob Internet
Fund, Inc. (the "Fund") and the Code of Ethics of Jacob Asset Management of New
York LLC and supplies (on the attached appendix) information with respect to
transactions in any security in which I may be deemed to have, or by reason of
such transaction acquire, any direct or indirect beneficial ownership interest
(whether or not such security is a security held or to be acquired by a Fund)
for the calendar quarter ended __________________.
Unless the context otherwise requires, all terms used in the
Report shall have the same meaning as set forth in the Code of Ethics. For
purposes of the Report, beneficial ownership shall be interpreted subject to the
provisions of the Code of Ethics and Rule 16a-1(a) (exclusive of Section (a)(1)
of such Rule) of the Securities Exchange Act of 1934.
BROKERAGE ACCOUNTS. I hereby represent that I maintain
account(s) as of the date this report is submitted in which Securities are held
for my direct or indirect benefit with the brokers, dealers or banks listed
below.
<TABLE>
<CAPTION>
Name of Broker, Bank
or Dealer with Whom
Account Maintained Account Number Date Established
------------------ -------------- ----------------
<S> <C> <C>
</TABLE>
I HEREBY CERTIFY THAT I (1) HAVE READ AND UNDERSTAND THE CODE
OF ETHICS OF THE FUND (AS AMENDED AND RESTATED AS OF SEPTEMBER __, 2000); (2)
RECOGNIZE THAT I AM SUBJECT TO THE CODE OF ETHICS; (3) HAVE COMPLIED WITH THE
REQUIREMENTS OF THE CODE OF ETHICS OVER THE PAST YEAR; (4) HAVE DISCLOSED ALL
PERSONAL SECURITIES TRANSACTIONS, OVER THE PAST YEAR, REQUIRED TO BE DISCLOSED
BY THE CODE OF ETHICS; (5) HAVE SOUGHT AND OBTAINED PRECLEARANCE WHENEVER
REQUIRED BY THE CODE OF ETHICS; AND (6) CERTIFY THAT TO THE BEST OF MY KNOWLEDGE
THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
Name (Print)
-----------------------------------------------
Signature
-----------------------------------------------
Date
-----------------------------------------------
<PAGE>
QUARTERLY REPORT--APPENDIX
<TABLE>
<CAPTION>
Nature of Name of the
Transaction Broker, Dealer
(whether Principal or Bank with
Purchase, Sale Amount of Price at or Through
or other Type Securities Which the whom the Nature of
Date of Title of Interest Maturity of Disposition Number Acquired or Transaction Transaction Ownership of
Transaction Securities Rate Date or Acquisition) of Shares Disposed Of was Effected was Effected Securities*
----------- ---------- -------- -------- --------------- --------- ----------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
------------
* If appropriate, you may disclaim beneficial ownership of any security listed
in this report.
<PAGE>
JACOB INTERNET FUND INC.
JACOB ASSET MANAGEMENT OF NEW YORK LLC
PERSONAL TRADING REQUEST AND AUTHORIZATION
Personal Trading Request (to be completed by access person prior to any personal
trade):
Name:
---------------------------------------------------------------------------
Date For Which You Seek Approval:
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Name of the issuer and dollar amount or number of securities of the issuer to be
purchased or sold:
--------------------------------------------------------------
--------------------------------------------------------------------------------
Nature of the transaction (i.e., purchase, sale) (1):
---------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Are you or is a member of your immediate family an officer or director of the
issuer of the securities or any affiliate(2) of the issuer? Yes No
--- ---
If yes, please describe:
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--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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Describe the nature of any direct or indirect professional or business
relationship that you may have with the issuer of the securities.(3)
--------------------------------------------------------------------------------
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Do you have any material nonpublic information concerning the
issuer? Yes No
--- ---
-----------------------------
(1) If other than market order, please describe any proposed limits.
(2) For purposes of this question, "affiliate" includes (i) any entity
that directly or indirectly owns, controls or holds with power to vote 5% or
more of the outstanding voting securities of the issuer and (ii) any entity
under common control with the issuer.
(3) A "professional relationship" includes, for example, the provision
of legal counsel or accounting services. A "business relationship" includes, for
example, the provision of consulting services or insurance coverage.
<PAGE>
Do you beneficially own more than 1/2 of 1% of the outstanding equity securities
of the issuer? Yes No
---- ----
If yes, please report the name of the issuer and the total number of shares
"beneficially owned":
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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Are you aware of any facts regarding the proposed transaction, including the
existence of any substantial economic relationship, between the proposed
transaction and any securities held or to be acquired by a Fund that may be
relevant to a determination as to the existence of a potential conflict of
interest?(4) Yes No
---- ----
If yes, please describe:
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--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
To the best of your knowledge and belief, the answers that you have provided
above are true and correct.
---------------------------------------
Signature
----------------------------
(4) Facts that would be responsive to this question include, for
example, the receipt of "special favors" from a stock promoter, such as
participation in a private placement or initial public offering, as an
inducement to purchase other securities of the Fund. Another example would be
investment in securities of a limited partnership that in turn owned warrants of
a company formed for the purpose of effecting a leveraged buy-out in
circumstances where the Fund might invest in securities related to the leveraged
buy-out. The foregoing are only examples of pertinent facts and in no way limit
the types of facts that may be responsive to this question.
<PAGE>
Approval or Disapproval of Personal Trading Request (to be completed by
Preclearance Officer)
I confirm that the above-described proposed transaction
--------- appears to be consistent with the policies described in the
Code and that the conditions necessary(5) for approval of the
proposed transaction have been satisfied.
I do not believe the above described proposed transaction is
--------- consistent with the policies described in the Code or that the
conditions necessary for approval of the proposed transaction
have been satisfied.
Dated: Signed:
-------------------------- ---------------------------------
Title:
---------------------------------
--------------------------
(5) In the case of a personal securities transaction by an Access
Person of the Fund (other than Independent Directors of the Fund), the Code of
Ethics of the Fund requires that the Fund's Preclearance Officer determine that
the proposed personal securities transaction (i) is not potentially harmful to
the Fund, (ii) would be unlikely to affect the market in which the Fund's
portfolio securities are traded, of (iii) is not related economically to
securities to be purchased, sold, or held by the Fund. In addition, the Code
requires that the Fund's Preclearance Officer determine that the decision to
purchase or sell the security at issue is not the result of information obtained
in the course of the Access Person's relationship with the Fund.
<PAGE>
JACOB INTERNET FUND INC.
JACOB ASSET MANAGEMENT OF NEW YORK LLC
INITIAL REPORT
To: , Review Officer
-----------------------------------
From:
-----------------------------------
(Your Name)
1. I hereby acknowledge receipt of a copy of the Code of
Ethics for the Jacob Internet Fund Inc. and the Code of Ethics for Jacob Asset
Management of New York LLC. I have read and understand each Code of Ethics and
recognize that I am subject thereto in the capacity of an "Access Person."
2. Except as noted below, I hereby certify that I have no
knowledge of the existence of any personal conflict of interest relationship
which may involve any Client, such as any economic relationship between my
transactions and Securities held or to be acquired by any Client.
3. As of the date below I had a direct or indirect beneficial
ownership in the following Securities:
<TABLE>
<CAPTION>
Principal Amount Type of Interest
Title of Security Number of Shares of Securities Held (Direct or Indirect)
----------------- ---------------- ------------------ --------------------
<S> <C> <C> <C>
</TABLE>
4. I hereby represent that I maintain account(s) as of the
date this report is submitted in which Securities are held for my direct or
indirect benefit with the brokers, dealers or banks listed below.
<TABLE>
<CAPTION>
Name of Broker,
Dealer or Bank Account Number Date Established
-------------- -------------- -----------------
<S> <C> <C>
</TABLE>
Name:
-------------------------------------------
Title:
-------------------------------------------
Date Report Submitted:
---------------------------
<PAGE>
JACOB INTERNET FUND INC.
JACOB ASSET MANAGEMENT OF NEW YORK LLC
ANNUAL REPORT
To: , Review Officer
-----------------------------------
From:
-----------------------------------
(Your Name)
1. I hereby acknowledge receipt of a copy of the Code of
Ethics for Jacob Internet Fund, Inc. and the Code of Ethics for Jacob Asset
Management of New York LLC. I have read and understand each Code of Ethics and
recognize that I am subject thereto in the capacity of an "Access Person."
2. I hereby certify that, during the year ended December 31,
____, I have complied with the requirements of each Code of Ethics and I have
reported all Securities transactions required to be reported pursuant to each
Code.
3. Except as noted below, I hereby certify that I have no
knowledge of the existence of any personal conflict of interest relationship
which may involve any Client, such as any economic relationship between my
transactions and Securities held or to be acquired by any Client.
4. As of December 31, ____, I had a direct or indirect
beneficial ownership in the following Securities:
<TABLE>
<CAPTION>
Number Principal Amount Type of Interest
Title of Security of Shares of Securities Held (Direct or Indirect)
----------------- --------- ------------------ --------------------
<S> <C> <C> <C>
</TABLE>
5. I hereby represent that I maintain account(s) as of the
date this report is submitted in which Securities are held for my direct or
indirect benefit with the brokers, dealers or banks listed below.
<TABLE>
<CAPTION>
Name of Broker,
Dealer or Bank Account Number Date Established
-------------- -------------- -----------------
<S> <C> <C>
</TABLE>
Name:
-------------------------------------------
Title:
-------------------------------------------
Date Report Submitted:
---------------------------
