<PAGE> 1
Exhibit 99.p
THE PRAIRIE FUND
CODE OF ETHICS
ADOPTED UNDER RULE 17J-1
EFFECTIVE MAY 26, 2000
The Prairie Fund (the "Fund") is confident that its officers, Trustees and other
persons involved with the Fund' business act with integrity and good faith. The
Fund recognizes, however, that personal interests may conflict with the Fund's
interests where officers, Trustees and certain other persons:
- Know about the Fund's present or future portfolio
transactions; or
- Have the power to influence the Fund's portfolio
transactions; and
- Engage in securities transactions in their personal
account(s).
In an effort to prevent conflicts of interest from arising, and in accordance
with Rule 17j-1 under the Investment Company Act of 1940, the Fund has adopted
this Code of Ethics (the "Code") to address transactions and conduct that may
create conflicts of interest, establish reporting requirements, and create
enforcement procedures. Definitions of underlined terms used throughout the Code
are included in Appendix I.
I. ABOUT THIS CODE OF ETHICS
A. Who is Covered by the Code?
The Fund's access persons are covered under this Code. The
Fund's access persons generally are:
- All Trustees of the Fund, both interested and
independent;
- All Fund Officers; and
- Natural persons in a control relationship to the Fund
who obtain information concerning recommendations
about the purchase or sale of a security by the Fund
("Natural Control Persons").
B. What Rules Apply to Me?
This Code sets forth specific prohibitions and restrictions.
They apply to all access persons of the Fund except where
otherwise noted. The Code also sets out reporting requirements
for access persons. For the reporting requirements that apply
to you, please refer to Parts A, B and C, as indicated below:
<PAGE> 2
<TABLE>
<S> <C>
- Independent Trustees Part A
- Interested Trustees and Fund Officers Part B
- Natural Control Persons Part C
</TABLE>
II. STATEMENT OF GENERAL PRINCIPLES
In recognition of the trust and confidence placed in the Fund by its
shareholders, and because the Fund believes that its operations should
benefit its shareholders, the Fund has adopted the following principles
to be followed by its access persons:
A. The interests of the Fund's shareholders are paramount. You
must place shareholder interests before your own.
B. You must accomplish all personal securities transactions in a
manner that avoids any conflict (or the appearance of a
conflict) between your personal interests and the interests of
the Fund or its shareholders.
C. You must avoid actions or activities that allow (or appear to
allow) you or your family to benefit from your position with
the Fund, or that bring into question your independence or
judgment.
III. GENERAL PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION
Access persons may not, in connection with the purchase or sale,
directly or indirectly, of a Security held or to be acquired by the
Fund (or any series thereof):
A. Employ any device, scheme or artifice to defraud the Fund;
B. Make to the Fund any untrue statement of a material fact or
omit to state to the Fund a material fact necessary in order
to make the statements made, in light of the circumstances
under which they are made, not misleading;
C. Engage in any act, practice or course of business that
operates or would operate as a fraud or deceit upon the Fund;
or
D. Engage in any manipulative practice with respect to the Fund.
<PAGE> 3
IV. PROHIBITIONS AND RESTRICTIONS FOR ACCESS PERSONS (not applicable to
Independent Trustees)
A. Blackout Period on Personal Securities Transactions (not
applicable to Independent Trustees).
This restriction applies to: (i) access persons who, in
connection with their regular duties, make, participate in, or
obtain information regarding the purchase or sale of
Securities by the Fund or whose functions relate to the making
of any recommendations with respect to the purchases or sales
and (ii) Natural Control Persons.
These persons may not purchase or sell, directly or
indirectly, any Security in which they have (or by reason of
such transaction acquire) any beneficial ownership on the same
day as the same (or a related) Security is being purchased or
sold by the Fund (or any series thereof).
B. Prohibition on Selling Recently Acquired Securities (not
applicable to Independent Trustees).
This prohibition applies to: (1) access persons who, in
connection with their regular duties, make, participate in, or
obtain information regarding the purchase or sale of
Securities by the Fund; or whose functions relate to the
making of any recommendations with respect to the purchases or
sales and (ii) Natural Control Persons. These persons may not
sell a Security within 60 days of acquiring that Security.
C. Pre-Approval for IPOs and Limited Offerings (not applicable to
Independent Trustees).
This restriction applies to: (i) access persons who, in
connection with their duties, make or participate in making
recommendations regarding the purchase or sale of any
securities by a Fund and (ii) Natural Control Persons. These
persons must obtain approval from the Review Officer (as
defined in Section VI below) before directly or indirectly
acquiring beneficial ownership of any securities in an IPO or
limited offering.
D. Limits on Accepting or Receiving Gifts.
Access persons cannot accept or receive any gift of more than
de minimis value from any person or entity in connection with
the Fund's (or any series thereof) entry into a contract,
development of an economic relationship, or other course of
dealing by or on behalf of the Fund.
<PAGE> 4
V. REPORTING REQUIREMENTS
Subject to Section X hereof, access persons of the Fund must comply
with the reporting requirements set forth in Parts A-C.
VI. REVIEW AND ENFORCEMENT OF THE CODE
A. Appointment of a Review Officer.
A review officer ("Review Officer") will be appointed by the
Fund' President to perform the duties described herein.
B. The Review Officer's Duties and Responsibilities.
(1) The Review Officer shall notify each person who
becomes an access person of the Fund and who is
required to report under this Code of Ethics of their
reporting requirements no later than 10 days before
the first quarter in which such person is required to
begin reporting.
(2) The Review Officer will, on a quarterly basis,
compare all reported personal securities transactions
with the Fund's completed portfolio transactions and
a list of Securities that were being considered for
purchase or sale by the Fund's investment adviser(s)
during the period to determine whether a Code
violation may have occurred. Before determining that
a person has violated the Code, the Review Officer
must give the person an opportunity to supply
explanatory material.
(3) If the Review Officer finds that a Code violation has
occurred, or believes that a Code violation may have
occurred, the Review Officer must submit a written
report regarding the possible violation, together
with the confidential report and any explanatory
material provided by the person, to the President and
legal counsel ("Counsel") for the Fund. The President
and Counsel will determine whether the person
violated the Code.
(4) No person is required to participate in a
determination of whether he or she has committed a
Code violation or discuss the imposition of any
sanction against himself or herself.
(5) The Review Officer will submit his or her own
reports, as may be required pursuant to Parts A-C
hereof, to an Alternate Review Officer who shall
fulfill the duties of the Review Officer with respect
to the Review Officer's reports.
<PAGE> 5
(6) The Review Officer will create a written report
detailing any approval(s) granted to access persons
for the purchase of securities offered in connection
with an IPO or limited offering. The report must
include the rationale supporting any decision to
approve such a purchase.
C. Resolution; Sanctions.
If the President and Counsel determine that a person has
violated the Code pursuant to paragraph B. (3) above, the
President will approve a proposed resolution of the situation
and submit the proposed resolution, with a report on the
violation, to the Board at the next regularly scheduled Board
meeting unless, in the President' sole discretion,
circumstances warrant an earlier report. In lieu of proposing
a resolution to the Board, the President may, if appropriate,
impose upon the person a resolution and/or sanctions that the
President deems appropriate.
VII. ANNUAL WRITTEN REPORTS TO THE BOARD
At least annually, the Review Officer, investment adviser(s) (including
any sub-advisers), and principal underwriter(s) (if required) will
provide written reports to the Fund' Board of Trustees as follows:
A. Issues Arising Under the Code. The reports must describe any
issue(s) that arose during the previous year under the codes
or procedures thereto, including any material code or
procedural violations, and any resulting sanction(s).
B. The Review Officer, President, investment adviser(s)
(including any sub-advisers) and principal underwriter(s) may
report to the Board more frequently as they deem necessary or
appropriate and shall do so as requested by the Board.
C. Certification. Each report must be accompanied by a
certification to the Board that the Fund, investment
adviser(s) (including any sub-advisers), and principal
underwriter(s) have adopted procedures reasonably necessary to
prevent their access persons from violating their code of
ethics.
<PAGE> 6
VIII. INTERRELATIONSHIP WITH OTHER CODES OF ETHICS
A. General Principle: Overlapping Responsibilities.
A person who is both an access person of the Fund and an
access person of an investment adviser to or principal
underwriter for the Fund is only required to report under and
otherwise comply with the investment adviser's or principal
underwriter's code of ethics, provided that such code has been
adopted pursuant to and in compliance with Rule 17j-1. These
access persons, however, remain subject to the principles and
prohibitions in Sections II and III hereof.
B. Overlap with Administrator's Code of Ethics.
A person who is both an access person of the Fund and subject
to the Fund administrator's code of ethics that complies with
the principles in and the reporting requirements under Rule
17j-1 may not be required to report under both codes of
ethics. Access persons of the Fund seeking to comply with the
reporting and other requirements in an administrator's code of
ethics in lieu of those in this Code must notify the Review
Officer. Such access persons shall remain subject to the
principles and prohibitions in Sections II and III (A) and (B)
hereof; and the administrator must comply with this Section
VIII hereof and paragraph C below.
C. Procedures.
Each such investment adviser, principal underwriter and
administrator of the Fund must:
(1) Submit to the Board of Trustees of the Fund a copy of
its code of ethics adopted pursuant to or in
compliance with Rule 17j-1;
(2) Promptly furnish to the Fund, upon request, copies of
any reports made under its code of ethics by any
person who is also covered by the Fund's Code; and
(3) Promptly report to the Fund in writing any material
amendments to its code of ethics, along with the
certification described under Section VII.C. above.
IX. RECORDKEEPING
The Fund will maintain the records set forth below. These records will
be maintained in accordance with Rule 31a-2 under the 1940 Act and the
following requirements. They will be available for examination by
representatives of the Securities and Exchange Commission and other
regulatory agencies.
<PAGE> 7
A. A copy of this Code and any other code adopted by the Fund,
which is, or at any time within the past five years has been,
in effect will be preserved in an easily accessible place.
B. A record of any Code violation and of any sanctions taken will
be preserved in an easily accessible place for a period of at
least five years following the end of the fiscal year in which
the violation occurred.
C. A copy of each Quarterly Transaction Report, Initial Holdings
Report, and Annual Holdings Report submitted under this Code,
including any information provided in lieu of any such reports
made under the Code (see Parts A-C for more information about
reporting), will be preserved for a period of at least five
years from the end of the fiscal year in which it is made, for
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 submit reports under this
Code, or who are or were responsible for reviewing these
reports, will be maintained in an easily accessible place.
E. A copy of each annual report required by Section VII of this
Code must be maintained for at least five years from the end
of the fiscal year in which it is made, for the first two
years in any easily accessible place.
F. A record of any decision, and the reasons supporting the
decision, to approve the acquisition of securities acquired in
an IPO or limited offering, for at least five years after the
end of the fiscal year in which the approval is granted.
X. MISCELLANEOUS
A. Confidentiality. All reports and other information submitted
to the Fund pursuant to this Code will be treated as
confidential, provided that such reports and information may
be produced to the Securities and Exchange Commission and
other regulatory agencies.
B. Interpretation of Provisions. The Board of Trustees may from
time to time adopt such interpretations of this Code as it
deems appropriate.
C. Compliance Certification. Within 10 days of becoming an access
person of the Fund, and each year thereafter, each such person
must complete the Compliance Certification, attached as
Appendix V.
Adopted this day of , 200 .
---- ------- --
<PAGE> 8
PART A
INDEPENDENT TRUSTEES
I. QUARTERLY TRANSACTION REPORTS
(A) Subject to Section II. (B) below, each quarter, you must
report all of your Securities transactions effected, as well
as any securities accounts you established, during the
quarter. You must submit your report to the Review Officer no
later than 10 days after the end of each calendar quarter. A
Quarterly Personal Securities Transactions Report Form is
included as Appendix II.
(B) If you had no reportable transactions and did not open any
securities accounts during the quarter, you are still required
to submit a report. Please note on your report that you had no
reportable items during the quarter, and return it, signed and
dated.
(C) You need not submit a quarterly report if the report would
duplicate information in broker trade confirmations or account
statements received by the Fund, provided that all required
information is contained in the broker trade confirmations or
account statements and is received by the Review Officer no
later than 10 days after the end of the calendar quarter.
Please see the Review Officer for more information about this
II. WHAT MUST BE INCLUDED IN YOUR QUARTERLY REPORTS?
(A) You must report all transactions in Securities that: (i) you
directly or indirectly beneficially own or (ii) because of the
transaction, you acquire direct or indirect beneficial
ownership. You must also report any account you established
during the quarter in which any securities were held for your
direct or indirect benefit.
(B) Notwithstanding Section I above, reports of individual
Securities transactions are required only if you knew at the
time of the transaction, or in the ordinary course of
fulfilling your official duties as a Trustee should have
known, that during the 15-day period immediately preceding or
following the date of your transaction, the same Security was
purchased or sold, or was being considered for purchase or
sale, by the Fund (or any series thereof).
The "should have known" standard does not:
- imply a duty of inquiry;
A-1
<PAGE> 9
- presume you should have deduced or
extrapolated from discussions or memoranda
dealing with the Fund's (or a series)
investment strategies; or
- impute knowledge from your awareness of the
Fund's (or a series) portfolio holdings,
market considerations, or investment
policies, objectives and restrictions.
III. WHAT MAY BE EXCLUDED FROM YOUR QUARTERLY REPORTS?
You are not required to detail or list the following items on your
quarterly report:
(A) Purchases or sales effected for any account over which you
have no direct or indirect influence or control;
(B) Purchases you made solely with the dividend proceeds received
in a dividend reinvestment plan or that are part of an
automatic payroll deduction plan, where you purchased a
Security issued by your employer;
(C) Purchases effected on the exercise of rights issued by an
issuer pro rata to all holders of a class of its Securities,
as long as you acquired these rights from the issuer, and
sales of such rights;
(D) Purchases or sales which are non-volitional, including
purchases or sales upon the exercise of written puts or calls
and sales from a margin account pursuant to a bona fide margin
call; and
(E) Purchases or sales of any of the following securities:
- Direct obligations of the U.S. government;
- Banker's 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.
You may include a statement in your report that the report shall not be
construed as your admission that you have any direct or indirect beneficial
ownership in the Security included in the report.
A-2
<PAGE> 10
PART B
INTERESTED TRUSTEES AND FUND OFFICERS
I. REQUIRED REPORTS
(A) Initial Holdings Report.
You must submit a listing of all Securities you beneficially
own, as well as all of your securities accounts, as of the
date you first become subject to this Code's reporting
requirements. You must submit this list to the Review Officer
within 10 days of the date you first become subject to this
Code's reporting requirements. An Initial Holdings Report Form
is attached as Appendix III.
(B) Annual Holdings Report.
Each year, you must submit to the Review Officer a listing of
all Securities you beneficially own, as well as all of your
securities accounts. Your list must be current as of a date no
more than 30 days before you submit the report. An Annual
Holdings Report Form is attached as Appendix IV.
(C) Quarterly Transaction Reports.
(1) Each quarter, you must report all of your Securities
transactions effected, as well as any securities
accounts you established, during the quarter. You
must submit your report to the Review Officer no
later than 10 days after the end of each calendar
quarter. A Quarterly Personal Securities Transactions
Report Form is included as Appendix II.
(2) If you had no reportable transactions and did not
open any securities accounts during the quarter, you
are still required to submit a report. Please note on
your report that you had no reportable items during
the quarter, and return it, signed and dated.
(3) You need not submit a quarterly report if the report
would duplicate information contained in broker trade
confirmations or account statements received by the
Fund, provided that all required information is
contained in the broker trade confirmations or
account statements and is received by the Review
Officer no later than 10 days after the end of the
calendar quarter. Please see the Review Officer for
more information about this reporting mechanism.
B-1
<PAGE> 11
II. WHAT MUST BE INCLUDED IN YOUR REPORTS?
You must report all transactions in Securities that: (i) you directly
or indirectly beneficially own; or (ii) because of the transaction, you
acquire direct or indirect beneficial ownership. You must also report
all of your accounts in which any securities were held for your direct
or indirect benefit.
III. WHAT MAY BE EXCLUDED FROM YOUR REPORTS?
You are not required to detail or list the following items on your
reports:
(A) Purchases or sales effected for any account over which you
have no direct or indirect influence or control;
(B) Purchases you made solely with the dividend proceeds received
in a dividend reinvestment plan or that are part of an
automatic payroll deduction plan, where you purchased a
Security issued by your employer;
(C) Purchases effected on the exercise of rights issued by an
issuer pro rata to all holders of a class of its Securities,
as long as you acquired these rights from the issuer, and
sales of such rights;
(D) Purchases or sales which are non-volitional, including
purchases or sales upon the exercise of written puts or calls
and sales from a margin account pursuant to a bona fide margin
call; and
(E) Purchases or sales of any of the following securities:
- Direct obligations of the U.S. government;
- Banker's 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.
You may include a statement in your report that the report shall not be
construed as your admission that you have any direct or indirect
beneficial ownership in the Security included in the report.
B-2
<PAGE> 12
PART C
NATURAL CONTROL PERSONS
I. REQUIRED REPORTS
(A) Initial Holdings Report.
You must submit a listing of all Securities you beneficially
own, as well as all of your securities accounts, as of the
date you first become subject to this Code's reporting
requirements. You must submit this list to the Review Officer
within 10 days of the date you first become subject to this
Code's reporting requirements. An Initial Holdings Report Form
is attached as Appendix III.
(B) Annual Holdings Report.
Each year, you must submit to the Review Officer a listing of
all Securities you beneficially own, as well as all of your
securities accounts. Your list must be current as of a date no
more than 30 days before you submit the report. An Annual
Holdings Report Form is attached as Appendix IV.
(C) Quarterly Transaction Reports.
(1) Each quarter, you must report all of your Securities
transactions effected, as well as any securities
accounts you established, during the quarter. You
must submit your report to the Review Officer no
later than 10 days after the end of each calendar
quarter. A Quarterly Personal Securities Transactions
Report Form is included as Appendix II.
(2) If you had no reportable transactions and did not
open any securities accounts during the quarter, you
are still required to submit a report. Please note on
your report that you had no reportable items during
the quarter, and return it, signed and dated.
(3) You need not submit a quarterly report if the report
would duplicate information contained in broker trade
confirmations or account statements received by the
Fund, provided that all required information is
contained in the broker trade confirmations or
account statements and is received by the Review
Officer no later than 10 days after the end of the
calendar quarter. Please see the Review Officer for
more information about this reporting mechanism.
C-1
<PAGE> 13
II. WHAT MUST BE INCLUDED IN YOUR REPORTS?
You must report all transactions in Securities that: (i) you directly
or indirectly beneficially own; or (ii) because of the transaction, you
acquire direct or indirect beneficial ownership. You must also report
all of your accounts in which any securities were held for your direct
or indirect benefit.
III. WHAT MAY BE EXCLUDED FROM YOUR REPORTS?
You are not required to detail or list the following items on your
reports:
(A) Purchases or sales effected for any account over which you
have no direct or indirect influence or control;
(B) Purchases you made solely with the dividend proceeds received
in a dividend reinvestment plan or that are part of an
automatic payroll deduction plan, where you purchased a
Security issued by your employer;
(C) Purchases effected on the exercise of rights issued by an
issuer pro rata to all holders of a class of its Securities,
as long as you acquired these rights from the issuer, and
sales of such rights;
(D) Purchases or sales which are non-volitional, including
purchases or sales upon the exercise of written puts or calls
and sales from a margin account pursuant to a bona fide margin
call; and
(E) Purchases or sales of any of the following securities:
- Direct obligations of the U.S. government;
- Banker's 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.
You may include a statement in your report that the report shall not be
construed as your admission that you have any direct or indirect beneficial
ownership in the Security included in the report.
C-2
<PAGE> 14
APPENDIX I
DEFINITIONS
GENERAL NOTE
The definitions and terms used in this Code of Ethics are intended to mean
the same as they do under the 1940 Actand the other federal securities
laws. If a definition hereunder conflicts with the definition in the 1940
Act or other federal securities laws, or if a term used in this Code
is not defined, you should follow the definitions and meanings in
the 1940 Act or other federal securities laws, as applicable.
Access person means:
- any Trustee or officer of the Fund;
- 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
Securities by the Fund or whose functions relate to the making
of any recommendations with respect to the purchases or sales;
and
- 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 securities by the
Fund.
Beneficial ownership means the same as it does under Section 16 of the
Securities Exchange Act of 1934 and Rule 16a-1(a)(2) thereunder. You should
generally consider yourself the "beneficial owner" of any securities in which
you have a direct or indirect pecuniary interest. In addition, you should
consider yourself the beneficial owner of securities held by your spouse, your
minor children, a relative who shares your home, or other persons by reason of
any contract, arrangement, understanding or relationship that provides you with
sole or shared voting or investment power.
Control means the same as it does under Section 2(a)(9) of the 1940 Act. Section
2(a)(9) provides that "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 securities is presumed to give the holder
of such securities control over the company. The facts and circumstances of a
given situation may counter this presumption.
Fund officers means any person lawfully elected by the Board of Trustees and
authorized to act on behalf of the Fund. As of May 26, 2000, the Fund's officers
are:
I-1
<PAGE> 15
Matthew M. Zuckerman
Nancy Markovitch
High quality short-term debt instrument means any instrument that has 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
(e.g., Moody's Investors Service).
Independent Trustee means a Trustee of the Fund who is not an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act. As
of May 26, 2000, the Fund's Independent Trustees are:
Elias M. Herschmann
Jack Levine
Joseph Wiesel
IPO (i.e., initial public offering) means an offering of securities registered
under the Securities Act of 1933, the issuer of which, immediately before
registration, was not subject to the reporting requirements of Section 13 or
Section 15(d) of the Securities Exchange Act of 1934.
Interested Trustee means a Trustee of the Fund who is an "interested person" of
the Fund within the meaning of Section 2(a)(19) of the 1940 Act. As of May 26,
2000 the Fund' interested Trustees are:
Matthew M. Zuckerman
Nancy Markovitch
Limited offering means an offering that is exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2), Section 4(6), Rule 504, Rule
505 or Rule 506 (e.g., private placements).
Purchase or sale of a Security includes, among other things, the writing of an
option to purchase or sell a Security.
Security means the same as it does under Section 2(a)(36) of the 1940 Act,
except that it does not include direct obligations of the U.S. government,
bankers' acceptances, bank certificates of deposit, commercial paper, high
quality short-term debt instruments, including repurchase agreements, or shares
issued by registered, open-end investment companies.
A Security held or to be acquired by the Fund (or a series thereof) means: (A)
any Security that within the most recent 15 days (i) is or has been held by the
Fund; or (ii) is being or has been considered by the Fund's adviser for purchase
by the Fund; and (B) any option to purchase or sell, and any security
convertible into or exchangeable for, any Security.
I-2
<PAGE> 16
A Security is being purchased or sold by the Fund (or a series thereof) from the
time a purchase or sale program has been communicated to the person who places
buy and sell orders for the Fund until the program has been fully completed or
terminated.
A Security is being considered for purchase by the Fund (or a series thereof)
when a Security is identified as such by the investment adviser to the Fund.
I-3
<PAGE> 17
APPENDIX II
QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT
FOR THE PRAIRIE FUND
Name of Reporting Person:
---------------------------
Calendar Quarter Ended:
---------------------------
Date Report Due:
---------------------------
Date Report Submitted:
---------------------------
Securities Transactions
---------------------------
<TABLE>
<CAPTION>
Principal
Amount, Name of
Name of No. of Maturity Broker, Dealer
Issuer and Shares Date and or Bank
Date of Title of (if Interest Rate Type of Effecting
Transaction Security applicable) (if applicable) Transaction Price Transaction
----------- ---------- ----------- --------------- ----------- ----- --------------
<S> <C> <C> <C> <C> <C> <C>
----------- ---------- ----------- --------------- ----------- ----- --------------
----------- ---------- ----------- --------------- ----------- ----- --------------
----------- ---------- ----------- --------------- ----------- ----- --------------
----------- ---------- ----------- --------------- ----------- ----- --------------
</TABLE>
If you have no securities transactions to report for the quarter, please check
here. [ ]
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue.
-----------------------------
--------------------------------------------------------------------------------
Securities Accounts
If you established a securities account during the quarter, please provide the
following information
<TABLE>
<CAPTION>
Date Account was Name(s) on and Type of
Name of Broker, Dealer or Bank Established Account
------------------------------ ---------------- ----------------------
<S> <C> <C>
------------------------------------- ---------------- ----------------------
------------------------------------- ---------------- ----------------------
------------------------------------- ---------------- ----------------------
------------------------------------- ---------------- ----------------------
</TABLE>
If you did not establish a securities account during the quarter, please check
here. [ ]
I certify that I have included on this report all securities transactions and
accounts required to be reported pursuant to the Code of Ethics.
-------------------------------- --------------
Signature Date
II-1
<PAGE> 18
APPENDIX III
INITIAL HOLDINGS REPORT
FOR THE PRAIRIE FUND
Name of Reporting Person:
------------------------------
Date Person Became Subject to the
---------------------
Code' Reporting Requirements:
----------------------
Information in Report Dated as of:
--------------------
Date Report Due:
---------------------------------------
Date Report Submitted:
---------------------------------
Securities Holdings
<TABLE>
<CAPTION>
Name of Issuer and No. of Shares Principal Amount, Maturity Date and Interest
Title of Security (if applicable) Rate (if applicable)
------------------ --------------- --------------------------------------------
<S> <C> <C>
----------------------- --------------- --------------------------------------------
----------------------- --------------- --------------------------------------------
----------------------- --------------- --------------------------------------------
----------------------- --------------- --------------------------------------------
----------------------- --------------- --------------------------------------------
----------------------- --------------- --------------------------------------------
</TABLE>
If you have no securities holdings to report, please check here. [ ]
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue.
-----------------------------
-------------------------------------------------------------------------------
Securities Accounts
<TABLE>
<CAPTION>
Name of Broker, Dealer or Bank Name(s) on and Type of Account
------------------------------ ------------------------------
<S> <C>
---------------------------------------- ------------------------------
---------------------------------------- ------------------------------
---------------------------------------- ------------------------------
---------------------------------------- ------------------------------
</TABLE>
If you have no securities accounts to report, please check here. [ ]
I certify that I have included on this report all securities holdings and
accounts required to be reported pursuant to the Code of Ethics.
----------------------------- ------------------
Signature Date
III-1
<PAGE> 19
APPENDIX IV
ANNUAL HOLDINGS REPORT
FOR THE PRAIRIE FUND
Name of Reporting Person:
------------------------------
Information in Report Dated as of:
--------------------
Date Report Due:
---------------------------------------
Date Report Submitted:
---------------------------------
Calendar Year Ended: December 31,
-------
Securities Holdings
<TABLE>
<CAPTION>
Name of Issuer and No. of Shares Principal Amount, Maturity Date and Interest
Title of Security (if applicable) Rate (if applicable)
------------------ --------------- --------------------------------------------
<S> <C> <C>
----------------------- --------------- --------------------------------------------
----------------------- --------------- --------------------------------------------
----------------------- --------------- --------------------------------------------
----------------------- --------------- --------------------------------------------
----------------------- --------------- --------------------------------------------
----------------------- --------------- --------------------------------------------
</TABLE>
If you have no securities holdings to report, please check here. [ ]
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue.
-----------------------------
-------------------------------------------------------------------------------
Securities Accounts
<TABLE>
<CAPTION>
Date Account Was
Name of Broker, Dealer or Bank Established Name(s) on and Type of Account
-------------------------------- ---------------- ------------------------------
<S> <C> <C>
---------------------------------------- ---------------- ------------------------------
---------------------------------------- ---------------- ------------------------------
---------------------------------------- ---------------- ------------------------------
---------------------------------------- ---------------- ------------------------------
</TABLE>
If you have no securities accounts to report, please check here. [ ]
I certify that I have included on this report all securities holdings and
accounts required to be reported pursuant to the Code of Ethics.
----------------------------- ------------------
Signature Date
IV-1
<PAGE> 20
APPENDIX V
COMPLIANCE CERTIFICATION
FOR THE PRAIRIE FUND
--------------------------------------------------------------------------------
Initial Certification
I certify that I: (i) have received, read and reviewed the Fund's Code of
Ethics;
(ii) understand the policies and procedures in the Code;
(iii) recognize that I am subject to such policies and
procedures;
(iv) understand the penalties for non-compliance;
(v) will fully comply with the Fund's Code of Ethics; and
(vi) have fully and accurately completed this Certificate.
Signature:
---------------------------------
Name:
-------------------------------------(Please print)
Date Submitted:
-----------------------------
Date Due:
----------------------------------
--------------------------------------------------------------------------------
Annual Certification
I certify that I: (i) have received, read and reviewed the Fund's Code of
Ethics;
(ii) understand the policies and procedures in the Code;
(iii) recognize that I am subject to such policies and
procedures;
(iv) understand the penalties for non-compliance;
(v) have complied with the Fund's Code of Ethics and any
applicable reporting requirements during this past year;
(vi) have fully disclosed any exceptions to my compliance with
the Code below;
(vii) will fully comply with the Fund's Code of Ethics; and
(vi) have fully and accurately completed this Certificate.
EXCEPTION(S):
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Signature:
---------------------------------
Name:
-------------------------------------(Please print)
Date Submitted:
-----------------------------
Date Due:
----------------------------------
