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EXHIBIT (p)(1)
LMCG FUNDS
CODE OF ETHICS
ADOPTED DECEMBER 15, 2000
This is the Code of Ethics of LMCG Funds (the "Fund").
THINGS YOU NEED TO KNOW TO USE THIS CODE
1. Terms in BOLDFACE TYPE have special meanings as used in this
Code. To understand the Code, you need to read the definitions of these
terms. The definitions are at the end of the Code.
2. If you are subject to the code of ethics of the FUND INVESTMENT
ADVISER or Funds Distributor, Inc., you are exempt from this Code. If you
aren't sure whether you are exempt from this Code, call the CODE OFFICER,
Terry H. Gardner, at 561-802-8800.
3. If you are not exempt (see Item 2), to understand what parts of
this Code apply to you, you need to know whether you are an ACCESS PERSON. If
you aren't sure whether you are an ACCESS PERSON, call the CODE OFFICER.
4. This Code has four sections:
Part I--Applies to All Personnel
Part II--Applies to All ACCESS PERSONS OTHER THAN INDEPENDENT TRUSTEES
Part III--Applies to All INDEPENDENT TRUSTEES
Definitions
5. There are also three Reporting Forms that ACCESS PERSONS have to
fill out under this Code, and one Reporting Form that INDEPENDENT TRUSTEES
may be required to fill out under this Code. You can get copies of the
Reporting Forms from the CODE OFFICER.
6. The CODE OFFICER has the authority to grant written waivers of
the provisions of this Code in appropriate instances. However:
- The Fund expects that waivers will be granted only in rare
instances, and
- Some provisions of the Code are mandated by SEC rule and
cannot be waived.
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PART I--APPLIES TO ALL PERSONNEL (INCLUDING ALL MEMBERS OF THE FUND'S BOARD)
A. GENERAL PRINCIPLES
It is generally improper for officers, trustees or personnel of the
Fund to:
- use for their own benefit (or the benefit of
anyone other than the Fund) information
about the Fund's trading or recommendations
made to the Fund by the FUND INVESTMENT
ADVISER; or
- take advantage of investment opportunities
that would otherwise be available for the
Fund.
Also, as a matter of business policy, the Fund wants to avoid even
the appearance that the Fund, its personnel or others receive any improper
benefit from information about Fund trading or accounts, or from Fund
relationships with the FUND INVESTMENT ADVISER or with the brokerage
community.
The Fund expects all personnel to comply with the spirit of the
Code, as well as the specific rules contained in the Code.
The Fund treats violations of this Code (including violations of the
spirit of the Code) very seriously. If you violate either the letter or the
spirit of this Code, the Fund might impose penalties or fines, cut your
compensation, demote you, require disgorgement of trading gains, or suspend
or terminate your employment.
Improper trading activity can constitute a violation of this Code.
But you can also violate this Code by failing to file required reports, or by
making inaccurate or misleading reports or statements concerning trading
activity or securities accounts. Your conduct can violate this Code, even if
the Fund is not harmed by your conduct.
If you have any doubt or uncertainty about what this Code requires
or permits, you should ask the CODE OFFICER. Don't just guess at the answer.
B. GIFTS TO OR FROM BROKERS OR CLIENTS
No personnel may accept or receive on their own behalf or on behalf
of the Fund any gift or other accommodations from a vendor, broker,
securities salesman, client or prospective client (a "business contact") that
might create a conflict of interest or interfere with the impartial discharge
of such personnel's responsibilities to the Fund or place the recipient or
the Fund in a difficult or embarrassing position. This prohibition applies
equally to gifts to members of the FAMILY/HOUSEHOLD of Fund personnel.
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No personnel may give on their own behalf or on behalf of the Fund
any gift or other accommodation to a business contact that may be construed
as an improper attempt to influence the recipient.
In no event should gifts to or from any one business contact have a
value that exceeds the annual limitation on the dollar value of gifts
established by the CODE OFFICER from time to time (currently $100).
These policies are not intended to prohibit normal business
entertainment. IF YOU ARE UNSURE WHETHER SOMETHING IS A GIFT OR BUSINESS
ENTERTAINMENT, ASK THE CODE OFFICER.
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PART II--APPLIES TO ALL ACCESS PERSONS
(EXCEPT FOR INDEPENDENT TRUSTEES)
A. SERVICE ON THE BOARD OR AS AN OFFICER OF ANOTHER COMPANY
To avoid conflicts of interest, inside information and other
compliance and business issues, the Fund prohibits all employees, offices and
trustees (other than Independent Trustees) from serving as officers or
members of the board of any other entity, except with the advance written
approval of the Fund. Approval must be obtained through the CODE OFFICER, and
will ordinarily require consideration by senior officers or the board of the
Fund. The Fund can deny approval for any reason. This prohibition does not
apply to service as an officer or board member of any parent or subsidiary of
the Fund.
B. REPORTING REQUIREMENTS
One of the most complicated parts of complying with this Code is
understanding what holdings, transactions and accounts you must report and
what accounts are subject to trading restrictions. For example, accounts of
certain members of your family and household are covered, as are certain
categories of trust accounts, certain investment pools in which you might
participate, and certain accounts that others may be managing for you. To be
sure you understand what holdings, transactions and accounts are covered, it
is essential that you carefully review the definitions of COVERED SECURITY,
FAMILY/HOUSEHOLD and BENEFICIAL OWNERSHIP in the "Definitions" section at the
end of this Code.
NOTE: The Code does not require you to include in any report (or duplicate
confirmation) any of the Exempt Transactions listed in Part II.D.
1. INITIAL HOLDINGS REPORTS. No later than 10 days after you become
an ACCESS PERSON, you must file with the CODE OFFICER a Holdings Report on
Form A (copies of all reporting forms are available from the CODE OFFICER).
Form A requires you to list all COVERED SECURITIES in which you (or
members of your FAMILY/HOUSEHOLD) have BENEFICIAL OWNERSHIP. It also requires
you to list all brokers, dealers and banks where you maintained an account in
which ANY securities (not just COVERED SECURITIES) were held for the direct
or indirect benefit of you or a member of your FAMILY/HOUSEHOLD on the date
you became an ACCESS PERSON. This means, for example, that if you purchased
shares of a mutual fund directly from that fund, you should list the actual
fund as an account, and if you purchased shares of a mutual fund from a fund
supermarket/discount broker, you should list the supermarket/brokerage
account.
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Form A also requires you to confirm that you have read and
understand this Code, that you understand that it applies to you and members
of your FAMILY/HOUSEHOLD and that you understand that you are an ACCESS
PERSON under the Code.
2. QUARTERLY TRANSACTION REPORTS. No later than 10 days after the
end of March, June, September and December each year, you must file with the
CODE OFFICER a Quarterly Transactions Report on Form B.
Form B requires you to list all transactions during the most recent
calendar quarter in COVERED SECURITIES, in which transactions you (or a
member of your FAMILY/HOUSEHOLD) had BENEFICIAL OWNERSHIP. It also requires
you to list all brokers, dealers and banks where you or a member of your
FAMILY/HOUSEHOLD established an account in which ANY securities (not just
COVERED SECURITIES) were held during the quarter for the direct or indirect
benefit of you or a member of your FAMILY/HOUSEHOLD.
3. ANNUAL HOLDINGS REPORTS (FOR ACCESS PERSONS WHO ARE NOT
INDEPENDENT TRUSTEES). By January 30 of each year, you must file with the
CODE OFFICER an Annual Holdings Report on Form C.
Form C requires you to list all COVERED SECURITIES in which you (or
a member of your FAMILY/HOUSEHOLD) had BENEFICIAL OWNERSHIP as of December
31. It also requires you to list all brokers, dealers and banks where you or
a member of your FAMILY/HOUSEHOLD maintained an account in which ANY
securities (not just COVERED SECURITIES) were held for the direct or indirect
benefit of you or a member of your FAMILY/HOUSEHOLD on December 31.
Form C also requires you to confirm that you have read and
understand this Code and have complied with its requirements, that you
understand that it applies to you and members of your FAMILY/HOUSEHOLD and
that you understand that you are an ACCESS under the Code.
4. DUPLICATE CONFIRMATION STATEMENTS FOR COVERED SECURITY
TRANSACTIONS. If you have (or any member of your FAMILY/HOUSEHOLD has) a
securities account with any broker, dealer or bank, you (or your
FAMILY/HOUSEHOLD member) must direct that broker, dealer or bank to send,
directly to the CODE OFFICER, contemporaneous duplicate copies of all
transaction confirmation statements and all account statements for
transactions in COVERED SECURITIES relating to that account.
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B. TRANSACTION RESTRICTIONS
The following restrictions do not apply to the Exempt Transactions
listed in Part II.D., and they do not apply to transactions in
publicly-traded common or preferred stocks that are issued by a company that
has, at the most recent fiscal quarter end before your trade, a stock market
capitalization of at least 10 billion U.S. dollars (or the equivalent in
foreign currency).
1. PRIVATE PLACEMENT PRECLEARANCE. Neither you nor any member of
your FAMILY/HOUSEHOLD may acquire BENEFICIAL OWNERSHIP in any COVERED
SECURITY in a private placement, unless you (for yourself or on behalf of
your family/household member) obtain, in advance of the transaction, written
preclearance for that transaction from the CODE OFFICER.
Once obtained, preclearance is valid only for the day on which it is
granted and the following 7 calendar days. The CODE OFFICER may revoke a
preclearance any time after it is granted and before you execute the
transaction. The CODE OFFICER may deny or revoke preclearance for any reason.
In no event will preclearance be granted for any COVERED SECURITY private
placement if, to the knowledge of the CODE OFFICER, a Fund has a buy or sell
order pending for that same security or a closely related security (such as
an option relating to that security, or a related convertible or exchangeable
security).
2. INITIAL PUBLIC OFFERINGS PROHIBITION. Neither you nor any member
of your FAMILY/HOUSEHOLD may acquire any BENEFICIAL OWNERSHIP in any COVERED
SECURITY in an initial public offering.
C. 15-DAY BLACKOUT PERIOD
The following blackout period does not apply to the Exempt
Transactions listed in Part II.D., and it does not apply to purchases or
sales of any common or preferred stock that is publicly-traded and is issued
by a company that has, at the most recent fiscal quarter end before your
trade, a stock market capitalization of at least 10 billion U.S. dollars (or
the equivalent in foreign currency).
No ACCESS PERSON (including any member of the FAMILY/HOUSEHOLD of
such ACCESS PERSON) may purchase or sell any COVERED SECURITY within the
seven calendar days immediately before or after a calendar day on which the
Fund purchases or sells that COVERED SECURITY (or any closely related
security, such as an option or a related convertible or exchangeable
security), unless the ACCESS PERSON had no actual knowledge that the COVERED
SECURITY (or any closely related security) was being considered for purchase
or sale for the Fund. If any such transactions occur, the Fund will generally
require any profits from the transactions to be disgorged for donation by the
Fund to charity. Note that the total blackout period is 15 days (the day of
the Fund trade, plus seven days before and seven days after).
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D. EXEMPT TRANSACTIONS
The reporting requirements, the transaction restrictions and the
blackout requirements set forth in Parts II.A., B. and C. do not apply to the
following categories of transactions:
- Purchases or sales effected in any account over which
the ACCESS PERSON has no direct or indirect influence
or control.
- Purchases or sales which are non-volitional on the
part of either the ACCESS PERSON or the Fund.
- Purchase or sales in a discretionary investment
advisory account, in which an ACCESS PERSON or a
member of his or her FAMILY/HOUSEHOLD has a
beneficial ownership interest (either alone or with
others), managed by a registered investment adviser
who is not a member of the ACCESS PERSON'S family if
the ACCESS PERSON did not have knowledge of the
transactions until after the transactions had been
executed; provided that the ACCESS PERSON has
previously identified the account to the CODE
OFFICER.
- Transactions that occur by operation of law or under
any other circumstance in which neither the ACCESS
PERSON nor any member of his or her FAMILY/HOUSEHOLD
exercises any discretion to buy or sell or makes
recommendations to a person who exercises such
discretion.
- Purchases of COVERED SECURITIES pursuant to an
automatic dividend reinvestment plan.
- Purchases pursuant to the exercise of rights issued
pro rata to all holders of the class of COVERED
SECURITIES held by the ACCESS PERSON (or
FAMILY/HOUSEHOLD member) and received by the ACCESS
PERSON (or FAMILY/HOUSEHOLD member) from the issuer.
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PART III--APPLIES TO ALL INDEPENDENT TRUSTEES
QUARTERLY TRANSACTION REPORTS. If, in any quarter, you buy or sell a
COVERED SECURITY when you know or you should know (as part of your ordinary
duties as Trustee) that during the 15 days before or after your purchase or
sale, the Fund purchased or sold the COVERED SECURITY, or the FUND INVESTMENT
ADVISER considered purchasing or selling the COVERED SECURITY, you must file
with the CODE OFFICER a Quarterly Transactions Report on Form D. Quarterly
Transactions Reports are due no later than 10 days after the end of March,
June, September and December each year, but you do not need to file a report
if you have no transactions to report.
Form D requires you to list all transactions in COVERED SECURITIES
during the most recent calendar quarter in which:
(1) you (or a member of your FAMILY/HOUSEHOLD) had BENEFICIAL
OWNERSHIP; and
(2) at the time of the transaction you knew or you should have
known know (as part of your ordinary duties as Trustee) that
during the 15 days before or after your purchase or sale, the
Fund purchased or sold the COVERED SECURITY, or the Fund
Investment Adviser considered purchasing or selling the
COVERED SECURITY.
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DEFINITIONS
These terms have special meanings in this Code of Ethics:
ACCESS PERSON
BENEFICIAL OWNERSHIP
CODE OFFICER
COVERED SECURITY
FAMILY/HOUSEHOLD
FUND INVESTMENT ADVISER
INDEPENDENT TRUSTEE
The special meanings of these terms as used in this Code of Ethics
are explained below. Some of these terms (such as "beneficial ownership") are
sometimes used in other contexts, not related to Codes of Ethics, where they
have different meanings. For example, "beneficial ownership" has a different
meaning in this Code of Ethics than it does in the SEC's rules for proxy
statement disclosure of corporate directors' and officers' stockholdings, or
in determining whether an investor has to file 13D or 13G reports with the
SEC.
IMPORTANT: IF YOU HAVE ANY DOUBT OR QUESTION ABOUT WHETHER AN
INVESTMENT, ACCOUNT OR PERSON IS COVERED BY ANY OF THESE
DEFINITIONS, ASK THE CODE OFFICER. DON'T JUST GUESS AT THE
ANSWER.
ACCESS PERSON includes:
Every member of the Fund's board.
Every officer of the Fund (including assistant officers, such
as Assistant Treasurers and Assistant Vice Presidents), unless
that officer is subject to the code of ethics of the FUND
INVESTMENT ADVISER or Funds Distributor, Inc.
Every employee of the Fund (or of any company that directly or
indirectly has a 25% or greater interest in the Fund) who, in
connection with his or her regular functions or duties, makes,
participates in or obtains information regarding the purchase
or sale of a COVERED SECURITY for the Fund, or whose functions
relate to the making of any recommendations with respect to
purchases and sales, UNLESS that employee is subject to the
code of ethics of the FUND INVESTMENT ADVISER or Funds
Distributor, Inc.
BENEFICIAL OWNERSHIP means any opportunity, directly or indirectly, to profit
or share in the profit from any transaction in securities. It also includes
transactions over which you exercise investment discretion (other than for a
Fund), even if you don't share in the profits.
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BENEFICIAL OWNERSHIP is a very broad concept. Some examples of forms of
BENEFICIAL OWNERSHIP include:
Securities held in a person's own name, or that are held for
the person's benefit in nominee, custodial or "street name"
accounts.
Securities owned by or for a partnership in which the person
is a general partner (whether the ownership is under the name
of that partner, another partner or the partnership or through
a nominee, custodial or "street name" account).
Securities that are being managed for a person's benefit on a
discretionary basis by an investment adviser, broker, bank,
trust company or other manager, UNLESS the securities are held
in a "blind trust" or similar arrangement under which the
person is prohibited by contract from communicating with the
manager of the account and the manager is prohibited from
disclosing to the person what investments are held in the
account. (Just putting securities into a discretionary account
is not enough to remove them from a person's BENEFICIAL
Ownership. This is because, unless the account is a "blind
trust" or similar arrangement, the owner of the account can
still communicate with the manager about the account and
potentially influence the manager's investment decisions.)
Securities in a person's individual retirement account.
Securities in a person's account in a 401(k) or similar
retirement plan, even if the person has chosen to give someone
else investment discretion over the account.
Securities owned by a trust of which the person is either a
TRUSTEE or a BENEFICIARY.
Securities owned by a corporation, partnership or other entity
that the person controls (whether the ownership is under the
name of that person, under the name of the entity or through a
nominee, custodial or "street name" account).
This is not a complete list of the forms of ownership that could constitute
BENEFICIAL OWNERSHIP for purposes of this Code. You should ask the CODE
OFFICER if you have any questions or doubts at all about whether you or a
member of your FAMILY/HOUSEHOLD would be considered to have BENEFICIAL
OWNERSHIP in any particular situation.
CODE OFFICER means Terry H. Gardner, or another person that he designates to
perform the functions of Code Officer when he is not available. You can reach
the Code Officer by calling
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561-802-8800. For purposes of reviewing the Code Officer's own transactions
and reports under this Code, the functions of the Code Officer are performed
by Lee Munder.
COVERED SECURITY means anything that is considered a "security" under the
Investment Company Act of 1940, EXCEPT:
Direct obligations of the U.S. Government.
Bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt obligations, including
repurchase agreements.
Shares of OPEN-END investment companies that are registered
under the Investment Company Act (mutual funds).
This is a very broad definition of security. It includes most kinds of
investment instruments, including things that you might not ordinarily think
of as "securities," such as:
options on securities, on indexes and on currencies.
investments in all kinds of limited partnerships.
investments in foreign unit trusts and foreign mutual funds.
investments in private investment funds, hedge funds and
investment clubs.
If you have any question or doubt about whether an investment is a considered
a security or a COVERED SECURITY under this Code, ASK THE CODE OFFICER.
Members of your FAMILY/HOUSEHOLD include:
Your spouse (unless they do not live in the same household as
you and you do not contribute in any way to their support).
Your children under the age of 18.
Your children who are 18 or older (if they live in the same
household as you OR if you contribute in any way to their
support).
Any of these people who live in your household: your
stepchildren, grandchildren, parents, stepparents,
grandparents, brothers, sisters, parents-in-law, sons-in-law,
daughters-in-law, brothers-in-law and sisters-in-law,
including adoptive relationships.
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Comment--There are a number of reasons why this Code covers transactions in
which members of your FAMILY/HOUSEHOLD have BENEFICIAL OWNERSHIP. First, the SEC
regards any benefit to a person that you help support financially as indirectly
benefiting you, because it could reduce the amount that you might otherwise
contribute to that person's support. Second, members of your household could, in
some circumstances, learn of information regarding the Fund's trading or
recommendations from the FUND INVESTMENT ADVISER, and must not be allowed to
benefit from that information.
FUND INVESTMENT ADVISER means Lee Munder Investments, Ltd. or any investment
adviser to the Fund.
INDEPENDENT TRUSTEE means a trustee of the Funds or a who is not an "interested
person" of either Fund, the FUND INVESTMENT ADVISER or Funds Distributor, Inc.
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FUND CODE OF ETHICS
FORM A - INITIAL HOLDINGS REPORT
NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS (OTHER THAN INDEPENDENT
TRUSTEES) AND FILED WITH THE CODE OFFICER NO LATER THAN 10 DAYS AFTER BECOMING
AN ACCESS PERSON UNDER THE FUNDS' CODE OF ETHICS (the "CODE"). TERMS IN BOLDFACE
TYPE HAVE THE MEANINGS SET FORTH IN THE CODE.
Name of ACCESS PERSON: __________________________________________________
Date I Became an ACCESS PERSON (the "Reporting Date"): ________________
(for personnel who were ACCESS PERSONS on March 1, 2000,
the Reporting Date is January 31, 2000)
Date received by CODE OFFICER: ________________________________________
INITIAL CERTIFICATION:
I understand that for purposes of the Code I am classified as:
/X/ an ACCESS PERSON
INITIAL HOLDINGS REPORT (CHECK ONE OF THE FOLLOWING TWO BOXES):
/ / Neither I, nor any member of my FAMILY/HOUSEHOLD, has BENEFICIAL
OWNERSHIP of any COVERED SECURITIES.
/ / Attached as APPENDIX A is a complete list of all COVERED SECURITIES in
which I, and/or a member of my FAMILY/HOUSEHOLD, had BENEFICIAL
OWNERSHIP on the Reporting Date.
ACCOUNTS WITH BROKERS, DEALERS, INVESTMENT MANAGERS AND/OR BANKS (CHECK ONE OF
THE FOLLOWING TWO BOXES):
/ / Neither I, nor any member of my FAMILY/HOUSEHOLD, had, as of the
Reporting Date, any accounts with brokers, dealers, investment managers
or banks in which any securities (including securities which are not
COVERED SECURITIES) are held, and with respect to which I, or any
member of my FAMILY/HOUSEHOLD, has BENEFICIAL OWNERSHIP.
/ / All accounts that I, and/or any member of my FAMILY/HOUSEHOLD, maintain
with brokers, dealers, investment managers or banks in which securities
(including securities which are not COVERED SECURITIES) are held, and
with respect to which I, and/or a member of my FAMILY/HOUSEHOLD, had
BENEFICIAL OWNERSHIP as of the Reporting Date are set forth on the next
page. I have attached to this form copies of my request(s) that
duplicate copies of all account statements for transactions in COVERED
SECURITIES be sent directly to the CODE OFFICER.
A-1
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NAME(S) OF INSTITUTION(S)
All information provided in this Form A is true and complete to the
best of my knowledge.
I have read the Code, and will keep a copy for future reference. I
understand my responsibilities under the Code and agree to comply with
all of its terms and conditions. In particular, I understand that the
Code applies to me and to all investments in which I have BENEFICIAL
OWNERSHIP, as well as investments in which members of my
FAMILY/HOUSEHOLD have BENEFICIAL OWNERSHIP.
Signed: _________________________
Date: ___________________________
A-2
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APPENDIX A - INITIAL REPORT OF ALL COVERED SECURITIES
Name of ACCESS PERSON: ___________________________________
<TABLE>
<CAPTION>
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Title/Description of COVERED SECURITIES Number of Shares (or Principal Amount, if
not a stock)
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<S> <C>
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</TABLE>
Note: Please use additional sheets as needed.
A-3
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FUND CODE OF ETHICS
FORM B - QUARTERLY TRANSACTION REPORT
NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND ALL FILED WITH THE
CODE OFFICER NO LATER THAN 10 DAYS AFTER THE END OF MARCH, JUNE, SEPTEMBER AND
DECEMBER OF EACH YEAR. TERMS IN BOLDFACE TYPE HAVE THE MEANINGS SET FORTH IN THE
CODE.
Name of ACCESS PERSON: ______________________________________________
Reporting Period/Calendar Quarter End Date: _______________________
Date received by CODE OFFICER: _____________________________________
TRANSACTIONS REPORT (CHECK ONE OF THE FOLLOWING TWO BOXES):
/ / There were no transactions in COVERED SECURITIES during the most
recently completed calendar quarter in which I, or any member of my
FAMILY/HOUSEHOLD, had BENEFICIAL OWNERSHIP.
/ / Attached as APPENDIX B is a complete list of all transactions in
COVERED SECURITIES during the most recently completed calendar quarter
in which I, and/or any member of my FAMILY/HOUSEHOLD, had BENEFICIAL
OWNERSHIP, OTHER THAN transactions effected through securities accounts
as to which a standing order was (and remains) in effect to provide
duplicate broker confirmations of all transactions in COVERED
SECURITIES and periodic account statements to the CODE OFFICER.
NEW SECURITIES ACCOUNTS (CHECK ONE OF THE FOLLOWING TWO BOXES):
/ / Neither I, nor any member of my FAMILY/HOUSEHOLD, established any new
accounts during the most recent calendar quarter with brokers, dealers,
investment managers or banks in which securities (including securities
which are not COVERED SECURITIES) are held, and with respect to which
I, and/or any member of my FAMILY/HOUSEHOLD, had BENEFICIAL OWNERSHIP.
/ / During the most recent calendar quarter, I and/or a member of my
FAMILY/HOUSEHOLD established the following account(s) with brokers,
dealers, investment managers or banks in which securities are held, and
with respect to which I, and/or any member of my FAMILY/HOUSEHOLD, had
BENEFICIAL OWNERSHIP. I have attached to this form copies of my
request(s) that duplicate copies of all account statements for
transactions in COVERED SECURITIES be sent directly to the CODE
OFFICER.
NAME(S) OF INSTITUTION(S) DATE ACCOUNT ESTABLISHED
B-1
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All information provided in this Form B is true and complete to the
best of my knowledge.
Signed: _________________________
Date: _________________________
B-2
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APPENDIX B - TRANSACTIONS IN COVERED SECURITIES
DURING MOST RECENT CALENDAR QUARTER
Name of ACCESS PERSON: ___________________________________
Reporting Period/Calendar Quarter: ________________________
Date received by CODE OFFICER: _____________________________
<TABLE>
<CAPTION>
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TYPE INSTITUTION
(E.G., RATE/MATURITY THROUGH WHICH
TRANSACTION PURCHASE, TITLE OF NUMBER PRINCIPAL DATE TRANSACTION
DATE SALE) SECURITIES OF SHARES AMOUNT (IF APPLICABLE) PRICE EFFECTED
---- ----- ---------- --------- ------ ---- ----- --------
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<S> <C> <C> <C> <C> <C> <C> <C>
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</TABLE>
Note: Please use additional sheets as needed.
YOU DON'T HAVE TO LIST TRANSACTIONS IN COVERED SECURITIES ON APPENDIX B IF THEY
WERE EFFECTED THROUGH SECURITIES ACCOUNTS AS TO WHICH A STANDING ORDER WAS (AND
REMAINS) IN EFFECT TO PROVIDE DUPLICATE BROKER CONFIRMATION STATEMENTS AND
PERIODIC ACCOUNT STATEMENTS TO THE CODE OFFICER.
B-3
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FUND CODE OF ETHICS
FORM C - ANNUAL CODE OF ETHICS CERTIFICATION;
ANNUAL HOLDINGS REPORT
NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS (other than INDEPENDENT
TRUSTEES) AND FILED WITH THE CODE OFFICER NO LATER THAN JANUARY 30 OF EACH YEAR.
TERMS IN BOLDFACE TYPE HAVE THE MEANINGS SET FORTH IN THE CODE.
Name of ACCESS PERSON: __________________________________________
Calendar Year Covered by this Report: ________________________
Date received by CODE OFFICER: _________________________________
ANNUAL CERTIFICATION
/ / I hereby certify that during the year covered by this report I complied
with all applicable requirements of the Code, and have reported to the
CODE OFFICER all transactions required to be reported under the Code.
ANNUAL HOLDINGS REPORT (CHECK ONE OF THE FOLLOWING TWO BOXES):
/ / As of December 31 of the most recently completed calendar year, neither
I, nor any member of my FAMILY/HOUSEHOLD, had BENEFICIAL OWNERSHIP of
any COVERED SECURITIES.
/ / Attached as APPENDIX C is a complete list of all COVERED SECURITIES in
which I, and/or any member of my FAMILY/HOUSEHOLD, had BENEFICIAL
OWNERSHIP as of December 31 of the most recently completed calendar
year.
ACCOUNTS WITH BROKERS, DEALERS, INVESTMENT MANAGERS AND/OR BANKS (CHECK ONE OF
THE FOLLOWING TWO BOXES):
/ / Neither I, nor any member of my FAMILY/HOUSEHOLD, as of December 31 of
the most recently completed calendar year, had any accounts with
brokers, dealers, investment managers or banks in which any securities
(including securities which are not COVERED SECURITIES) were held and
with respect to which I, or a member of my FAMILY/HOUSEHOLD, had
BENEFICIAL OWNERSHIP.
C-1
<PAGE>
/ / All accounts that I and/or any member of my FAMILY/HOUSEHOLD
maintained, as of December 31 of the most recently completed calendar
year, with brokers, dealers, investment managers or banks in which
securities (including securities which are not COVERED SECURITIES) were
held and with respect to which I, and/or any member of my
FAMILY/HOUSEHOLD, had BENEFICIAL OWNERSHIP are listed below:
NAME(S) OF INSTITUTION(S)
All information provided in this Form C is true and complete to the best of my
knowledge.
Signed: _________________________
Date: ___________________________
C-2
<PAGE>
APPENDIX C - ANNUAL REPORT OF ALL COVERED SECURITIES
Name of ACCESS PERSON: ___________________________________
Date received by CODE OFFICER: _____________________________
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Title/Description of COVERED SECURITIES Number of Shares Principal Amount
------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
</TABLE>
Note: All information should be reported as of December 31 of the most recently
completed calendar year. Please use additional sheets as needed.
C-3
<PAGE>
FUND CODE OF ETHICS
FORM D - INDEPENDENT TRUSTEE QUARTERLY TRANSACTION REPORT
NOTE: THIS FORM MUST BE COMPLETED BY CERTAIN INDEPENDENT TRUSTEES AND FILED WITH
THE CODE OFFICER NO LATER THAN 10 DAYS AFTER THE END OF MARCH, JUNE, SEPTEMBER
AND DECEMBER OF EACH YEAR. TERMS IN BOLDFACE TYPE HAVE THE MEANINGS SET FORTH IN
THE CODE.
Name of INDEPENDENT TRUSTEE: ___________________________________________
Reporting Period/Calendar Quarter End Date: _______________________
Date received by CODE OFFICER: _____________________________________
TRANSACTIONS REPORT:
/9/ Attached as APPENDIX D is a complete list of all transactions in
COVERED SECURITIES during the most recently completed calendar quarter
in which I, and/or any member of my FAMILY/HOUSEHOLD, had BENEFICIAL
OWNERSHIP, AND which I knew or should have known (as part of my
ordinary duties as Trustee) that during the 15 days before or after my
purchase or sale, a Fund purchased or sold the COVERED SECURITY, or the
FUND INVESTMENT ADVISER considered purchasing or selling the COVERED
SECURITY.
All information provided in this Form D is true and complete to the
best of my knowledge.
Signed: _________________________
Date: ___________________________
D-1
<PAGE>
APPENDIX D - TRANSACTIONS IN COVERED SECURITIES
DURING MOST RECENT CALENDAR QUARTER
Name of INDEPENDENT TRUSTEE: ___________________________________
Reporting Period/Calendar Quarter: ________________________
Date received by CODE OFFICER: _____________________________
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
TYPE INSTITUTION
(E.G., RATE/MATURITY THROUGH WHICH
TRANSACTION PURCHASE, TITLE OF NUMBER PRINCIPAL DATE TRANSACTION
DATE SALE) SECURITIES OF SHARES AMOUNT (IF APPLICABLE) PRICE EFFECTED
---- ----- ---------- --------- ------ ---- ----- --------
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
</TABLE>
Note: Please use additional sheets as needed.
D-2
