Knappenberger Bayer
Code of Ethics
(Revised 10/2000)
The reputation and success of Knappenberger Bayer require continuing adherence
to high ethical standards. This Code sets forth the basic policy and standards
concerning ethical conduct and provides guidance in several areas of specific
concern. Our aim is to promote an atmosphere in which ethical behavior is
actively thought about and practiced.
The policy and standards are grouped under section headings that emphasize the
fundamental and overriding principles that should guide our behavior. We should
act in a manner that will serve the best interests of the client and then
Knappenberger Bayer; that will preserve a confidential information; and that
will avoid conflicts of interest.
No code of ethics can provide rules to cover every circumstance. Answers to
questions involving ethical considerations are often neither easy nor clear-
cut. Any doubts about the propriety of an activity or course or conduct should
be resolved in advance by obtaining written approval from the Vice President of
Administration.
Part I
Investments - Rule 17j-1
1. Definitions
A. "Fund" means J & B Small Cap Aggressive Growth Fund & Eastcliff
Emerging Growth Fund.
B. "Access person" means any director, officer, general partner, or
advisory person of the Fund.
C. "Advisory person" means (i) 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 a security of the Fund, or whose functions
relate to the making of any recommendations with respect to such purchases or
sales; and (ii) 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 a security:
I. normally assisting in the preparation of public reports, or
receiving public reports,
but not receiving information about current recommendations
or trading; or
II. a single instance of obtaining knowledge of current
recommendations or trading
activity, or infrequently and inadvertently obtaining such
knowledge.
D. A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a
security has been made and communicated and, with respect to the
person making the
recommendation, when such person seriously considers making such
a recommendation.
E. "Beneficial ownership" shall be interpreted in the same manner as
it would be in determining
whether a person is subject to the provisions of Section 16 of
the Securities Exchange Act of 1934
and the rules and regulations thereunder, except that the
determination of direct or indirect
beneficial ownership shall apply to all securities which an
access person has or acquires.
F. "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Investment
Company Act.
G. "Disinterested director" means a director of the Fund who is not an
"interested person" of the Fund
within the meaning of Section 2(a)(19) of the Investment Company Act.
H. "Purchase or sale of a security" includes, inter alia, the writing of
an option to purchase or sell a
security.
I. "Security" shall have the meaning set forth in Section 2(a)(36) of the
Investment Company Act,
except that it shall not include shares of registered open-end
investment companies, securities issued
by the Government of the United States, short term debt securities
which are "government
securities" within the meaning of Section 2(a)(16) of the Investment
Company Act, bankers'
acceptances, bank certificates of deposit, commercial paper, and such
other money market
instruments as designated by [the board or some other entity or
person].
J. "Security held or to be acquired" by the Fund means any security as
defined in the Rule which,
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 for purchase by the Fund.
2. Exempted Transactions
The prohibitions of Section 3 of this Code shall not apply to:
A. Purchases or sales effected in any account over which the access
person has no direct or indirect
influence or control.
B. Purchases or sales of securities which are not eligible for
purchase or sale by the Fund.
C. Purchases or sales of securities which are non-volitional on the
part of either the access person or
the Fund.
D. Purchases which are part of an automatic dividend reinvestment
plan.
E. Purchases effected upon the exercise of rights issued by the
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.
F. Purchases or sales which receive the prior approval of [name of
person or body] because they are
only remotely potentially harmful to the Fund, because they would
be very unlikely to affect a
highly institutional market, or because they clearly are not
related economically to the securities to
be purchased, sold or held by the Fund.
3. Prohibited Purchases and Sales
A. No access person shall purchase or sell, directly or indirectly, any security
in which he or she has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership and which he or she knows or should have known at
the time of such purchase or sale:
1) is being considered for purchase or sale by the
Fund; or
2) is being purchased or sold by the Fund.
B. Access persons shall clear personal transactions and transactions for an
account in which they are a beneficial owner through KB's Compliance Officer
using a Personal Transaction Pre-Clearance form. The transaction once approved
must be completed no later than the next business day.
C. Access persons may not purchase or sell a security within three
(3) trading days before and after the Fund.
D. Access persons are restricted from participating in any Initial
Public Offerings of securities.
E. Access persons must receive written approval from KB's compliance
officer before participating in private placements of public
companies.
See also, Part II - Insider Trading Policies
4.. Reporting (For Detailed Reporting Obligations See Part III)
A. Every access person shall report to the Fund the information
described in Section 4(c) of this Code
with respect to transactions in any security in which such access
person has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership
in the security; provided, however,
that an access person shall not be required to make a report with
respect to transactions effected for
any account over which such person does not have any direct or
indirect influence.
B. A disinterested director of the Fund need only report a
transaction in a security if such director at
the time of that transaction, knew or, in the ordinary course
of fulfilling his or her official duties as
a director of the Fund, should have known that, during the 15
day period immediately preceding the
date of transaction by the director, such security was purchased
or sold by the Fund or was being
considered by the Fund or its investment adviser for purchase or
sale by the Fund.
C. Every report shall be made not later than 10 days after the end of
the calendar quarter in which the
transaction to which the report relates was effected, and shall
contain the following information:
I. The date of the transaction, the title and the number of shares,
and the principal amount of each
security involved;
II. The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or
disposition);
III. The price at which the transaction was effected; and,
IV. The name of the broker, dealer or bank with or through whom
the transaction was effected.
D. All access persons are required within 10 days of commencement of
employment with the Adviser
and, thereafter within 30 days after the end of each calendar
year, to report all securities in which
the access person has any direct or indirect beneficial
interest, as well as the name of the broker
dealer or bank with whom the access person maintained an account
in which any such securities
were so held, to the Adviser.
E. Any such report may contain a statement that the report shall not
be construed as an admission by
the person making such report that he or she has any direct or
indirect beneficial ownership in the
security to which the report relates.
5. Sanctions
Upon discovering a violation of this Code, the board of directors of
the Fund may impose such sanctions as it deems appropriate, including, inter
alia, a letter of censure or suspension or termination of the employment of the
violator. All material violations of this Code and any sanctions imposed with
respect thereto shall be reported periodically to the board of directors of the
investment company with respect to whose securities the violation occurred.
ADDENDUM A- INVESTMENT ADVISERS
1. Definitions
A. "Adviser" means Knappenberger Bayer, KB Growth Advisors, LLC.
B. "Investment Company" means a company registered as such under the
Investment Company Act
of 1940 and for which the Adviser is the investment adviser.
C. "Access person" means any director, officer, general
partner, or advisory person of the Adviser.
2. Reporting
A. Notwithstanding Section 4(a) of this Code, an access person need not
make a report where the report would duplicate information recorded pursuant to
Rules 204- 2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of 1940.
B.
3. Codes of Ethics of Investment Advisers & Sub- Advisers as relates to the
J & B Small Cap Aggressive Growth Fund & Eastcliff Emerging Growth Fund
Prior to retaining the services of an investment adviser or sub-adviser to the
Fund, the Board of Directors of the Fund, including a majority of the
Disinterested directors, shall approve the code of ethics adopted by such
investment adviser or sub-adviser pursuant to Rule 17j- 1 under the Act. The
Board of Directors of the Fund, including a majority of Disinterested directors,
shall approve any material changes to any such code of ethics within six months
after the adoption of the material change. Prior to approving any such code of
ethics or amendment thereto, the Board of Directors shall receive a
certification from such investment adviser or sub-adviser that it has adopted
such procedures as are reasonably necessary to prevent access p ersons of such
investment adviser or sub-adviser from violating such code. Prior to approving
this Code of Ethics and the code of ethics of the investment adviser or
sub-adviser, and any material changes thereto, the Board of Directors must
determine that any such code of ethics contain provisions reasonably necessary
to prevent the applicable access persons form violating Rule 17j-1 (b) of the
Act.
Part II
POLICY REGARDING INSIDE INFORMATION
AND INSIDER TRADING
Knappenberger Bayer ("KB") forbids any officer, director or employee from
trading, either personally or on behalf of others, (such as, mutual funds and
private accounts managed by KB) on material nonpublic information or
communicating material nonpublic information to others in violation of the law.
This conduct is frequently referred to as "insider trading." KB's policy applies
to every officer, director and employee and extends to activities within and
outside their duties at KB. Every officer, director and employee must read and
retain this policy statement. Any questions regarding KB's policy and procedures
should be referred to Karen Cloud Linn ("Karen").
The term "insider trading" is not defined in the federal securities
laws, but generally is used to refer to the use of material nonpublic
information to trade in securities (whether or not one is an "insider")
or to communications of material nonpublic information to others.
While the law concerning insider trading is not static, it is generally
understood that the law prohibits:
1. trading by an insider, while in possession of material
nonpublic information, or
2. trading by a non-insider, while in possession of material
nonpublic information, where the information either was disclosed
to the non-insider in violation of an insider's duty to keep it
confidential or was misappropriated, or
3. communicating material nonpublic information to others.
The elements of insider trading and the penalties for such unlawful
conduct are discussed below. If, after reviewing this policy statement,
you have any questions you should consult Karen.
1. Who Is an Insider?
The concept of "insider" is broad. It includes officers, directors and
employees of a company. In addition, a person can be a "temporary
insider" if he or she enters into a special confidential relationship in
the conduct of a company's affairs and as a result is given access to
information solely for the company's purpose. A temporary insider can
include, among others, a company's attorneys, accountant, consultants,
bank lending officers, and the employees of such organizations. In
addition, KB may become a temporary insider of a company it advises or
for which it performs other services. According to the Supreme Court,
the company must expect the outsider to keep the disclosed nonpublic
information confidential and the relationship must at least imply such a
duty before the outsider will be considered an insider.
2. What Is Material Information?
Trading on inside information is not a basis for liability unless the
information is material. "Material information" generally is defined as
information for which there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions,
or information that is reasonably certain to have a substantial effect on the
price of a company's securities. Information that officers, directors and
employees should consider material includes, but is not limited to: dividend
changes, earnings estimates, changes in previously released earnings estimates,
significant merger or acquisition proposals or agreements, major litigation,
liquidation problems, and extraordinary management developments.
Material information does not have to relate to a company's business.
For example, in Carpenter v. U.S., 108 U.S. 316 (1987), the Supreme
Court considered as material certain information about the contents
of a forthcoming newspaper column that was expected to affect the
market price of a security. In that case, a Wall Street Journal
reporter was found criminally liable for disclosing to others the
datesthat reports on various companies would appear in the Journal and whether
thosereports would be favorable or not.
3. What Is Nonpublic Information?
Information is nonpublic until it has been effectively communicated to
the market place. One must be able to point to some fact to show that the
information is generally public. For example, information found in a report
filed with the SEC, or appearing in Dow Jones, Reuters Economic Services,
The Wall Street Journal or other publications of general circulation would
be considered public.
4. Theories Upon Which Liability May Be Based
It is well settled under the securities laws that there may be liability
for unlawful dissemination of inside information under one of several
theories. These theories include but are not limited to: (a) a fiduciary
duty theory or (b) a misappropriation theory.
5. Penalties for Insider Trading
Penalties for trading on or communicating material nonpublic information
are severe, both for individuals involved in such unlawful conduct and
their employers. A person can be subject to some or all of the penalties
below even if he or she does not personally benefit from the violation.
Penalties include:
civil injunctions
treble damages
disgorgement of profits
jail sentences
fines for the person who committed the violation of up to three
times the profit gains or loss avoided, whether or not the person
actually benefited,
and
fines for the employer or other controlling person of up to the
greater of $1,000,000 or three times the amount of the profit
gained or loss avoided.
Knappenberger Bayer
Code of Ethics
Part III
Quarterly Reporting Obligations
I. Persons Required to Report
The reporting obligations set forth below apply to the following persons:
a) Any director or officer of Knappenberger Bayer ("KB"); b) Any employee of KB
who makes any recommendation with respect to any security*, who participates in
the determination of which recommendation shall be made, or whose function or
duties relate to the determination of which recommendation shall be made; c) Any
employee of KB who, in connection with his or her duties, obtains any
information concerning which securities are being recommended or of information
concerning such recommendations; and d) Any of the following persons who obtain
information concerning securities recommendations being made by KB prior to the
effective dissemination of such recommendations: (i) any person in a control*
relationship to KB (ii) any affiliated person* of any such controlling person
(iii) any affiliated person of any such affiliated person.
II. Timing and Filing of Reports
Every report required to be made shall be filed with Karen Cloud Linn, not more
than 10 days after the end of the calendar month in which the transaction of the
related report was effected, except that Karen Cloud Linn shall file her report
with David G. Bayer. At the end of each calendar quarter, Gail M. Knappenberger
shall review all quarterly transactions.
III. Content of Reports
Every report shall contain the information set forth on the report
form, including the
a) The date of the transaction, the title and the number of shares or 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; and d) The name of the broker, dealer or
bank with or through which the transaction was effected.
IV. Transactions that Trigger an Obligation to Report
Each person to whom the reporting obligations apply must file a report with
respect to transactions in any security which such person has, or by reason of
such transaction acquires, any direct or indirect beneficial ownership* in the
security. Each person to whom the reporting obligations apply will be
responsible for filing any and all negative reports.
There is no obligation to report transactions effected in any account over which
KB nor an advisory representative* has any direct or indirect influence or
control.
It should be noted that, in addition to his or her own holdings, a person may be
required to include in the quarterly report the holdings of members of his or
her immediate family and of partnerships of which such person is a member as
well as of certain trusts and holding companies. It should also be noted that a
person is deemed to be a beneficial owner of securities that he or she has the
right to acquire through the exercise of options, warrants, etc., or through the
conversion of convertible securities. (These requirements are discussed in the
attached Appendix.)
Because of the expansive nature of beneficial ownership, it is necessary for
each person to whom the reporting obligations apply inform himself or herself as
to the transactions by others which affect the beneficial ownership of such
person.
V. Disclaimer of Beneficial Ownership
A report may contain a statement that the report shall not be constructed as an
admission by the person making such report that he or she has any direct or
indirect beneficial ownership in the security to which the report relates.
VI. Review of Reports
The person in receipt of the filed report should review such report and indicate
that he or she has reviewed such report by initialing the cover page. The review
process includes procedures outlined in Knappenberger Bayer's "Policy Against
Insider Trading" concerning material non-public information.
VII. Reports are Available to the Securities and Exchange Commission.
Reports filed by KB personnel become part of the permanent records that KB is
obligated to maintain and preserve. KB will make these reports available to
representatives of the Securities and Exchange Commission for their review in
connection with examinations of KB.
*See Appendix for definitions
APPENDIX
Definition of terms used in KB's Quarterly Reporting Obligations form.
Advisory representative: any person required to file quarterly reports,
as identified in paragraph (1).
Affiliated person: includes, in the case of a particular person, (a) any person
directly or indirectly owning, controlling, or holding with power to vote, 5 %
or more of the outstanding voting securities of such other person; (b) any
person 5% or more of whose outstanding voting securities are directly or
indirectly owned, controlled or held with power to vote by such person; (c) any
person directly or indirectly controlling, controlled by, or under common
control with, such other person; (d) any officer, director, partner, co-partner
or employee such other person; (e) if such other person is an investment
company, any investment advisor thereof or any member of an advisory board
thereof; and (f) if such other person is an unincorporated investment company
not having a board of directors, the depositor thereof.
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 the
company.
security: includes the meaning of the term as commonly
understood in the securities industry, except that it
does not include securities which are direct
obligations of the United States.
Beneficial ownership: is determined by reference to the Securities Exchange Act
of 1934 and certain rules and regulations thereunder. "Beneficial owner" means
any person whom, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares a direct or indirect
pecuniary interest in an issuer's equity securities. "Pecuniary interest" means
the opportunity, directly or indirectly, to profit or share in any profit
derived from a transaction in the subject securities. A person beneficially owns
securities held individually or jointly with another, whether registered in the
name of such person or persons, held in "street name" by nominee.
While one clearly has "pecuniary interest" in securities one personally owns
outright, it is more difficult to determine when a person has an "indirect
pecuniary interest" in securities by virtue of some more tenuous connection to
them. The following are guidelines to provide assistance in determining whether
a Reporting Person beneficially owns a particular security:
1) Securities held by immediate family. Securities held by members of a person's
immediate family sharing the same household give rise to an indirect pecuniary
interest of the Report Person. The term "immediate family" means "any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in- law, and shall include adoptive relationships.
A broad interpretation of changes made in 1991 to the Securities Exchange Act of
1934 could result in a Reporting Person being deemed to have an indirect
pecuniary interest in any securities in which a member of his or her immediate
family sharing the same household has an indirect pecuniary interest.
Furthermore, shares held by members of a Reporting Person's immediate family
sharing the same household should be treated by the Reporting Person as
beneficially owned under the "pecuniary interest" test.
2) Partnership interest. A general partner's proportionate interest in the
portfolio securities held by a general or limited partnership is includable as
owned by that person. A general partner's proportionate interest is determined
by reference to the partnership agreement in effect at the time of the
transaction and the partnership's most recent financial statements, and is the
greater of (i) the general partner's share of the partnership profits, including
profits attributed to any limited partnership interest held by the general
partner and any other interest and profits to that partner that arise from the
purchase and sale of the partnership's portfolio securities, or (ii) the general
partner's share of the partnership capital account, including the share
attributable to any limited partnership interest held by the general partner.
As indicated in subparagraph1 above, if a member of the Reporting Person's
immediate family sharing the same household is a general partner of a
partnership, his or her proportionate interest in the partnership may be
attributable to the insider.
As to interests of a Reporting Person in limited partnerships that are
restricted to participation solely as a limited partner, there is no attribution
to the Reporting Person of securities owned by the limited partnership.
3) Trusts. It is possible that a Reporting Person must report securities held in
a trust. If a Reporting Person is a trustee of any trust in which such person or
a member of his or her immediate family has a pecuniary interest, such person
must report the holdings of such trust. Receipt of a performance fee may or may
not be deemed to be a pecuniary interest for this purpose. If a Reporting Person
is a settlor or a trust by reserves the right to revoke the trust without the
consent of another person, or is a beneficiary of a trust and has or shares
investment control with respect to trust transactions, the trust's holdings and
transactions must be reported by the Reporting Person.
4) Corporations and Similar Entities. A Reporting Person who is a shareholder in
another corporation or similar entity is not deemed to have a pecuniary interest
in portfolio securities owned by the other corporation or entity if the
Reporting Person is not a controlling shareholder of the other corporation or
entity and does not have or share investment control over the entity's
portfolio.
5) Charitable Organizations and Foundations. If a Reporting Person establishes
or is otherwise involved with a properly constituted qualified charitable
foundation under the Internal Revenue Code, in the absence of unusual
circumstances, securities held by such foundation need not be reported by such
person since no private person is allowed to profit or share in any profit
derived from transactions in securities held by such a foundation.
Knappenberger Bayer
Code of Ethics
Part IV
Miscellaneous Policies and Restrictions
SERVE KNAPPENBERGER BAYER'S BEST INTEREST
To preserve and foster our clients' trust and confidence, complete honesty and
fairness are required in our internal and external affairs.
Employees are expected to exercise good judgement and common sense in their
decision-making and their dealings with others. Commitments should be made only
if they can be met realistically. The services of others such as suppliers,
brokers or attorneys should be chosen based on the quality of service and
competitiveness of price.
The products and services of Knappenberger Bayer should be presented accurately
and fairly.
Employees should strive to improve policies, procedures and investment results
that will contribute to customer satisfaction and enhance Knappenberger Bayer's
image. If an employee becomes aware of actual or potential problems in any area
of Knappenberger Bayer's service or operations, the employee should inform his
or her supervisor or the Vice President of Administration.
Employees are expected to be knowledgeable about their jobs and to comply with
all applicable laws and regulations. When the applicability or interpretation of
laws or regulation is unclear, the employee must seek advice.
If an employee becomes aware of a possible business opportunity for
Knappenberger Bayer, the employee should bring the opportunity to the attention
of the appropriate persons at Knappenberger Bayer.
PRESERVE CONFIDENTIALITY
Confidential Information
Confidential information about Knappenberger Bayer, its clients and suppliers
acquired by an employee through his or her employment must be held in the
strictest of confidence. It is to be used solely for corporate purposes and
never for personal gain by the employee. Confidential information obtained by an
employee must not be disclosed to any other employee unless the other employee
has a business need to know the information for the performance of his or her
duties. Confidential information may be disclosed to persons outside
Knappenberger Bayer only when its disclosure is required by law or has been
specifically authorized in writing by the client.
AVOID CONFLICTS OF INTEREST
Employees must avoid conflicts of interest in their personal and business
activities. A conflict of interest exists when an employee has a personal
interest in a matter that be inconsistent or incompatible with the employee's
obligation to exercise his or her best judgement in pursuit of the interest of
Knappenberger Bayer and its clients. Or where an outside activity encroaches on
the time that an employee should devote to affairs of Knappenberger Bayer.
When presented with a situation involving a potential conflict of interest, an
employee should ask: Would public disclosure of the matter embarrass
Knappenberger Bayer or lead an outside observer to believe that a conflict
exists? It is important to recognize that the appearance of a conflict of
interest can be just as damaging to the reputation of Knappenberger Bayer and
the employee as the existence of an actual conflict.
The sections that follow provide rules and guidance for specific situations in
which the possibility of a conflict of interest is present. Certain activities
must be strictly avoided and others require written approval before they can be
undertaken.
If a conflict or potential conflict of interest arises in circumstances not
discussed under the rules that follow, or if applicable of a rule to a set of
circumstances is unclear, an employee must disclose the possible conflict in
writing to the Vice President of Administration for consideration by the
Chairman.
Personal Finances
Employees are expected to manage their personal finances in a prudent manner.
Investments
An employee's investment in the securities (such as stocks, notes or interest in
limited partnerships) of a supplier may affect or may appear to affect the
employee's judgement in the handling of transactions between Knappenberger Bayer
and the supplier. For this reason, employees must not invest in the securities
of a supplier of Knappenberger Bayer unless:
. . . the employee has no involvement in the approval or the management of
business transactions between the supplier and Knappenberger Bayer, or,
. . . the securities of the supplier are publicly traded on a national
securities exchange and the employee does not have information concerning the
investment that has not been disclosed publicly.
(See also Attachment A Code of Ethics - Investments Rule 17j-1)
Outside Activities
Involvement in civic and political activities is beneficial to an employee's
personal growth and influence within his or her community and profession, as
well as to Knappenberger Bayer. However, participation in outside activities
must not adversely affect an employee's performance or his or her duties for
Knappenberger Bayer. Outside activities that compete with Knappenberger Bayer's
business, present a conflict or potential conflict of interest, or which might
subject Knappenberger Bayer to criticism or adverse publicity are not permitted.
Civic Activities: Active participation by employees in religious, community,
professional or charitable organizations is encouraged. Approval is not required
to participate in or accept appointment as a trustee, director or officer of a
non-profit organization unless there is a potential conflict of interest between
the organization and Knappenberger Bayer.
Political Activities: Employees are encouraged to participate in political
activities on their own time and in accordance with their individual desires and
political preferences. However, it must be clear at all times that an employee's
participate is done as an individual and not as representative of Knappenberger
Bayer. Before the employee becomes a candidate or appointee to a public office,
the employee must advise his or her supervisor.
Business and Employment Activities: An employee may not accept a position as a
director, trustee, officer, owner or general partner of any outside business
organized for profit without prior written approval. Approval will generally be
given if the outside business involves members of the employee's immediate
family or is desirable from Knappenberger Bayer's viewpoint. Approval to serve
as a director of a publicly held corporation must be obtained from the Chairman.
Employees may not have other employment without prior written approval of the
Chairman. Approval for competing or conflicting outside employment will not be
given. Competing or conflicting outside employment includes any position that:
1. Competes with the service or business provided by Knappenberger Bayer.
2. Requires activities or services to be performed during regular working
hours (e.g. receiving phone calls, preparing reports); or
3. Includes providing services to the general public where the knowledge
of the individual's employment with Knappenberger Bayer may influence
customers.
Participation in an outside business involves responsibilities and risks, which
an employee needs to be aware of and needs to be willing to assume. Approval
shall not imply that an employee is serving at the direction or request of
Knappenberger Bayer.
Gifts
Employees and members of their immediate families must not accept gifts
(including services, discounts, entertainment, travel or promotional materials)
from an actual or potential client or supplier or from business or professional
people to whom employees do or may refer business unless the gift was made in
accordance with accepted, lawful business practices and is of sufficiently
limited value that no possible inference can be drawn that the gift could
influence the employee in the performance of his or her duties for Knappenberger
Bayer. The standards for acceptance of gifts are also applicable to any
employee's giving gifts. Cash must never be accepted or given.
It is unlawful for an employee to corruptly seek or accept anything of value
form any person, intending to be influenced or rewarded in connection with any
business or transaction with Knappenberger Bayer.
Discounts or rebates on merchandise or services from an actual or potential
client or supplier to Knappenberger Bayer may be accepted only if they are
comparable to and do not exceed the discount or rebate given by the customer or
supplier to persons who are not employed by Knappenberger Bayer.
Acknowledgement
I have read and understand the foregoing procedures and will comply in
all respects with such procedures.
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Name Date
