AYCO SERIES TRUST
THE AYCO COMPANY, L.P.
MERCER ALLIED COMPANY, L.P.
JOINT CODE OF ETHICS
SECTION I. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES
This Code of Ethics (the "Code") has been adopted by Ayco Series Trust (the
"Trust") The Ayco Company, L.P. (the "Manager"), the investment manager of the
Trust, and Mercer Allied Company, L.P. ("Distributor"), the principal
underwriter of shares of beneficial interest in the Trust, in compliance with
Rule 17j-1 under the Investment Company Act of 1940 (the "Act'). The purpose of
the Code is to establish standards and procedures for the detection and
prevention of activities by which persons having knowledge of the investments
and investment intentions of the Trust may abuse their fiduciary duties to the
Trust and otherwise to deal with the types of conflict of interest situations to
which Rule 17j-1 is addressed.
The Code is based on the principle that the trustees and officers of the
Trust, and the personnel of the Manager and the Distributor who provide services
to the Trust, owe a fiduciary duty to the Trust to conduct their personal
securities transactions in a manner that does not interfere with the Trust's
transactions or otherwise take unfair advantage of their relationship with the
Trust. All such trustees, directors, officers and personnel of the Trust, the
Manager and the Distributor ("Trust Employees") are expected to adhere to this
general principle as well as to comply with all of the specific provisions of
this Code that are applicable to them.
Technical compliance with the Code will not automatically insulate any
Trust Employee from scrutiny of transactions that show a pattern of comprise or
abuse of the individual's fiduciary duties to the Trust. Accordingly, all Trust
Employees must seek to avoid any actual or potential conflicts between their
personal interests and the interests of the Trust and its shareholders. In sum,
all Trust Employees shall place the interests of the Trust before their own
personal interests.
Every Trust Employee must read and retain this Code of Ethics, and should
recognize that he or she is subject to the provisions hereof.
SECTION II. DEFINITIONS
A. "Access Person" means (1) any trustee, director, general partner,
member, officer, or Advisory Person (as defined below) of the Trust or
of the Manager; and (2) any director, officer or general partner of
the Distributor who in the ordinary course of his or her business
makes, participates in or obtains information regarding the purchase
or sale of Securities for the Trust or whose functions or duties as
part of the ordinary course of his or her business relate to the
making of any recommendations to the Trust regarding the purchase or
sale of Securities.
B. An "Advisory Person" of the Trust or of the Manager means: (i) any
employee of the Trust or the Manager, or of any company in a control
relationship to the Trust or the Manager, who in connection with his
or her regular functions or duties makes, participates in, or obtains
information regarding the purchase or sale of any Security by the
Trust, 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 Trust or the Manager who obtains
information concerning recommendations made to the Trust with regard
to the purchase or sale of any Security.
C. "Beneficial Ownership" has the meaning set forth in paragraph (a)(2)
of Rule 16a-1 under the Securities Exchange Act of 1934, and for
purposes of this Code shall be deemed to include, but not be limited
to, any interest by which an Access Person or any member of his or her
immediate family (i.e., a person who is related by blood or marriage
to, and who is living in the same household as, the Access Person) can
directly or indirectly derive a monetary or other economic benefit
from the purchase, sale (or other acquisition or disposition) or
ownership of a Security, including for this purpose any such interest
which arises as a result of a general partnership interest in a
general or limited partnership; an interest in a trust; a right to
dividends which is separated or separable from the underlying Security
a right to acquire equity Securities through the exercise or
conversion of any derivative Security (whether or not presently
exercisable); and a performance related advisory fee (other than an
asset based fee).1<F8>
D. "Compliance Officer" means the chief compliance officer of the
Manager.
E. "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Investment Company Act of 1940 (the "Investment Company
Act").
F. "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 15(d) of the Securities Exchange Act of 1934.
G. "Independent Trustee" means a trustee of the Trust who is not an
"interested person" of the Trust within the meaning of Section
2(a)(19) of the Investment Company Act.
H. "Limited Offering" means an offering that is exempt from registration
under the Securities Act of 1933 pursuant to Section 4(2) or 4(6)
thereof, or pursuant to Rules 504, 505, or 506 thereunder.
I. "Security" includes all stock, debt obligations and other securities
and similar instruments of whatever kind, including any warrant or
option to acquire or sell a security. References to a Security in this
Code (e.g., a prohibition or requirement applicable to the purchase or
sale of a Security) shall be deemed to refer to and to include any
warrant for, option in, or Security immediately convertible into, that
Security, and shall also include any instrument (whether or not such
instrument itself is a Security) which has an investment return or
value that is based, in whole or part on that Security (collectively,
"Derivatives"). Therefore, except as otherwise specifically provided
by this Code: (i) any prohibition or requirement of this Code
applicable to the purchase or sale of a Security shall also be
applicable to the purchase or sale of a Derivative relating to that
Security, and (ii) any prohibition or requirement of this Code
applicable to the purchase or sale of a Derivative shall also be
applicable to the purchase or sale of a Security relating to that
Derivative.
J. A Security is "being considered for purchase or sale" when a
recommendation to purchase or sell that Security has been made or
communicated and, with respect to the person making the
recommendation, when such person seriously considers making such a
recommendation.
K. "Trust Employee" means any person who is a trustee, director, officer,
or employee of the Trust, the Manager or the Distributor.
1<F8> Beneficial ownership will not be deemed to exist solely as a result of
any indirect interest a person may have in the investment performance of
an account managed by such person, or over which such person has
supervisory responsibility, which arises from such person's compensation
arrangement with the Manager or any affiliate of the Manager under which
the performance of the account, or the profits derived from its
management, is a factor in the determination of such person's
compensation.
SECTION III. OBJECTIVE AND GENERAL PROHIBITIONS
Although certain provisions of this code apply only to Access Persons, all
Trust Employees must recognize that they are expected to conduct their personal
activities in accordance with the standards set forth in Section I above, this
Section III and Section VII. Therefore, a Trust Employee may not engage in any
investment transaction under circumstances where the Trust Employee benefits
from or interferes with the purchase or sale of investments by the Trust. In
addition, Trust Employees may not use information concerning the investments, or
investment intentions of the Trust, or their ability to influence such
investment intentions, for personal gain or in a manner detrimental to the
interests of the Trust.
Trust Employees may not engage in conduct which is deceitful, fraudulent,
or manipulative or which involves false or misleading statements in connection
with the purchase or sale of investments by the Trust. In this regard, Trust
Employees should recognize that Rule 17j-1 makes it unlawful for any affiliated
person or principal underwriter of the Trust, or any affiliated person of the
Trust's investment adviser or principal underwriter, directly or indirectly, in
connection with the purchase or sale of a Security held or to be acquired by the
investment company to:
(i) employ any device, scheme, or artifice to defraud the Trust;
(ii) make any untrue statement of a material fact to the Trust or
omit to state to the Trust a material fact necessary in order
to make the statements made in light of the circumstances under
which they are made, not misleading;
(iii) engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon the Trust,
or
(iv) engage in any manipulative practice with respect to the Trust.
Trust Employees should also recognize that a violation of this Code or of Rule
17j-1 may result in the imposition of: (1) sanctions as provided by Section IX
below; or (2) the imposition administrative, civil and, in certain cases,
criminal fines, sanctions or penalties.
SECTION IV. PROHIBITED TRANSACTIONS
A. An Access Person may not purchase or otherwise acquire direct or
indirect Beneficial Ownership of any Security, and may not sell or
otherwise dispose of any Security in which he or she has direct or
indirect Beneficial Ownership, if he or she knows or should know at
the time of entering into the transaction that: (1) the Trust has
purchased or sold the Security within the last 15 calendar days, or is
purchasing or selling or is going to purchase or sell the Security in
the next 15 calendar days or (2) the Manager has within the last 15
calendar days considered purchasing or selling the Security for the
Trust or is considering purchasing or selling the Security for the
Trust or within the next 15 calendar days is going to consider
purchasing or selling the Security for the Trust, unless such Access
Person:
(i) obtains advance clearance of such transaction pursuant to Section
V; and
(ii) reports to the Trust the information described in Section VI of
this Code.2<F9>
FOR PURPOSES OF ADMINISTERING THIS CODE, ACCESS PERSONS WHO ARE
ADVISORY PERSONS SHALL BE PRESUMED TO HAVE THE REQUISITE KNOWLEDGE OF
THE TRUST'S TRANSACTIONS SO AS TO REQUIRE ADVANCE CLEARANCE,
REGARDLESS OF WHETHER SUCH PERSONS ACTUALLY HAVE SUCH KNOWLEDGE.
ACCORDINGLY, ALL ADVISORY PERSONS SHALL OBTAIN ADVANCE CLEARANCE OF
ALL TRANSACTIONS IN SECURITIES IN ACCORDANCE WITH THIS SECTION IV(A)
EXCEPT IN THE CASE OF A TRANSACTION AS TO WHICH ONE OF THE EXCEPTIONS
FROM ADVANCE CLEARANCE SET FORTH IN SECTION IV(B) BELOW APPLIES.
BECAUSE INVESTMENT RECOMMENDATIONS AND DECISIONS MADE FOR THE TRUST
ARE MADE BY PERSONS WHO ARE ASSOCIATED WITH THE MANAGER, ACCESS
PERSONS WHO ARE NOT ASSOCIATED WITH THE MANAGER WILL, IN THE ABSENCE
OF EVIDENCE TO THE CONTRARY, BE PRESUMED NOT TO HAVE THE REQUISITE
KNOWLEDGE OF THE TRUST'S TRANSACTIONS SO AS TO GENERALLY REQUIRE
ADVANCE CLEARANCE OF TRANSACTIONS EXCEPT AS NOTED IN SUBSECTION C,
BELOW.
ACCORDINGLY, ACCESS PERSONS WHO ARE INDEPENDENT TRUSTEES OR ASSOCIATED
WITH THE DISTRIBUTOR SHALL NOT BE REQUIRED TO OBTAIN ADVANCE CLEARANCE
OF A TRANSACTION UNLESS AT THE TIME OF THE TRANSACTION THEY HAVE
ACTUAL KNOWLEDGE OF THE MATTERS DESCRIBED IN (A) ABOVE.
2<F9> The prohibitions of this Section IV apply to Securities acquired or
disposed of in any type of transaction, including but not limited to
non-brokered transactions, such as purchases and sales of privately
placed Securities and Securities acquired directly from an issuer,
except to the extent that one of the exemptions from the prohibitions
set forth in Section IV(B) is applicable.
B. The prohibitions of this Section IV do not apply to:
1. Purchases that are made by reinvesting cash dividends pursuant to
an automatic dividend reinvestment program ("DRIP") (however,
this exception does not apply to optional cash purchases pursuant
to a DRIP);
2. Purchases and redemptions of shares of registered, open-end
mutual funds (but not shares of closed-end funds), including
shares of the Trust;
3. Bank certificates of deposit and bankers' acceptances;
4. Money market instruments (including repurchase agreements) with a
stated maturity of 12 months or less;
5. U.S. Treasury obligations;
6. Purchases of rights issued by an issuer pro rata to all holders
of a class of its Securities, if such rights are acquired from
such issuer, and the exercise of such rights;
7. Transactions in exchange traded futures contracts;
8. Involuntary (i.e., non-volitional) purchases, sales and transfers
of Securities; and
9. Transactions in an account over which the Access Person does not
exercise, directly or indirectly, any influence or control;
provided however, that such influence or control shall be
presumed exist in the case of the account of an immediate family
member of the Access Person who lives in the same household as
the Access Person, absent a written determination by the
Compliance Officer to the contrary.
C. Access Persons must obtain advance clearance pursuant to Section V
before directly or indirectly acquiring beneficial ownership in any
Security in an Initial Public Offering or in a Limited Offering.
SECTION V. PRE-CLEARANCE PROCEDURES
A. From Whom Obtained.
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Pre-clearance of a personal transaction in a Security required to be
approved pursuant to Section IV above must be obtained from the Compliance
Officer or a person who has been authorized by the Compliance Officer to
pre-clear transactions. Each of these persons is referred to in this Code
as a "Clearing Officer." A Clearing Officer seeking pre-clearance with
respect to his or her own transaction shall obtain such clearance from
another Clearing Officer.
B. Time of Clearance.
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1. Access Persons may pre-clear trades only In cases where they have
a present intention to effect a transaction in the Security for
which pre-clearance is sought. It is not appropriate for an
Access Person to obtain a general or open-ended pre-clearance; to
cover the eventuality that he or she may buy or sell a Security
at some future time depending upon market developments.
Consistent with the foregoing, an Access Person may not
simultaneously request pre-clearance to buy and sell the same
Security.
2. Pre-clearance of a trade shall be valid and in effect only for a
period of 24 hours from the time pre-clearance is given;
provided, however, that a pre-clearance expires upon the person
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becoming aware of facts or circumstances that would prevent a
proposed trade from being pre-cleared were such facts or
circumstances made known to a Clearing Officer. Accordingly, if
an Access Person becomes aware of new or changed facts or
circumstances, which give rise to a question as to whether pre-
clearance could be obtained if a Clearing Officer was aware of
such facts or circumstances, the person shall be required to so
advise a Clearing Officer before proceeding with such
transaction.
C. Form.
----
Clearance must be obtained in writing by completing and signing
the form provided for that purpose by the Trust, which form shall set
forth the details of the proposed transaction, and obtaining the
signature of a Clearing Officer. The form is annexed hereto as
Schedule A. If an Access Person has responsibility regarding the
determination by the Manager of Securities to be purchased or sold for
the Trust and is requesting approval to purchase or sell a Security
that is owned by the Trust or is purchasing a Security which is a
permissible 'investment for the Trust, but has not purchased such
Security for the Trust, the Access Person shall inform the Clearing
Officer of that fact at the time approval to purchase or sell the
Security is sought.
D. Filing.
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A copy of all completed clearance forms, with the required
signatures, shall be retained by the Compliance Officer.
E. Factors Considered in Clearance of Personal Transactions.
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A Clearing Officer may refuse to grant clearance of a personal
transaction in his or her sole discretion without being required to
specify any reason for the refusal. Generally, a Clearing Officer
will consider the following factors in determining whether or not to
clear a proposed transaction:
1. Whether the amount or nature of the transaction or person making
it is likely to affect the price or market for the Security, and
2. Whether the person making the proposed purchase or sale is likely
to benefit from purchases or sales being made or being considered
on behalf of the Trust; and
3. Whether the transaction is likely to affect adversely the Trust.
F. Monitoring of Personal Transactions After Clearance.
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After clearance is given to an Access Person, the Compliance
Officer shall periodically monitor each Access Person's transactions
to ascertain whether cleared transactions have been executed within 24
hours and whether it was executed in the specified amounts.
SECTION VI. PERIODIC REPORTS BY ACCESS PERSONS
A. Initial Holdings Report.
-----------------------
1. Each Access Person must provide to the Compliance Officer an
initial complete listing of any Security directly or indirectly
owned by such person as of the date the person first becomes an
Access Person. The initial listing must be submitted no later
than ten (10) days after the person becomes an Access Person
under this Code. The listing must contain the following
information:
a. the title of the Security;
b. the number of shares held;
c. the principal amount of the Security;
d. the name of any broker, dealer or bank with whom the Access
Person maintained an account in which the named Securities
were held; and
e. the date that the report is submitted to the Access Person.
Such report is hereinafter called an "Initial Securities
Transaction Report."
2. An Initial Securities Transaction Report must contain the
following information:
a. title, number of shares and principal amount of each
Security in which the Access Person had any direct or
indirect beneficial ownership when the person became an
Access Person;
b. the name of any broker, dealer or bank with whom the Access
Person maintained an account in which any Security were held
for the direct or indirect benefit of the Access Person as
of the date the person became an Access Person; and
c. the date the report is submitted by the Access Person.
B. Quarterly Reports.
-----------------
1. Within ten (10) days after the end of each calendar quarter, each
Access Person shall make a written report to the Compliance
Officer of all transactions occurring in the quarter by which he
or she acquired or disposed of a direct or indirect Beneficial
Interest in any Security, except that the report need not set
forth information regarding the following types of transactions:
a. Purchases and redemptions of shares of registered, open-end
mutual funds (but not shares of closed-end funds), including
shares of the Trust;
b. Bank certificates of deposit and bankers' acceptances;
c. Money market instruments (including repurchase agreements)
with a stated maturity of 12 months or less;
d. U.S. Treasury obligations;
e. Transactions in an account over which the Access Person does
not exercise, directly or indirectly, any influence or
control provided, however, that such influence or control
shall be presumed to exist in the case of the account of an
immediate family member of the Access Person who lives in
the same household as the Access Person, absent a written
determination by the Compliance Officer to the contrary; and
f. Transactions in Securities of a type which are not
permissible investments for the Trust.3<F10>
Such report is hereinafter called a "Quarterly Securities
Transaction Report."
2. Except as provided in (E) below, a Quarterly Securities
Transaction Report shall be on the form annexed hereto as
Schedule B and must contain the following information with
respect to each reportable transaction:
a. Date and nature of the transaction (purchase, sale or any
other type of acquisition or disposition);
b. Title, number of shares or principal amount of each Security
and the price at which the transaction was effected; and
c. Name of the broker, dealer or bank with or through whom the
transaction was effected.
3<F10> The reporting requirements of this Section VI apply to Securities
acquired or disposed of in all types of transactions, including but
not limited to non-brokered transactions, such as purchases and sales
of privately placed Securities and Securities acquired directly from
an issuer, except to the extent that one of the exemptions from the
reporting requirements applies.
C. Annual Holdings Report. Each Access Person must provide to the
----------------------
Compliance Officer a complete listing of any Security owned by the
Access Person, which covers the prior calendar year, no later than
January 10 of each year and current as of a date no more than 30 days
before the report is submitted. The listing must contain the following
information:
1. the title of the Security;
2. the number of shares held;
3. the principal amount of the Security;
4. the name of any broker, dealer or bank with whom the Access
Person maintained an account in which the Security is held; and
5. the date that the report is submitted by the Access Person.
D. A Quarterly Securities Transaction Report may contain a statement that
the report is not to be construed as an admission that the person
making it has or had any direct or indirect Beneficial Interest in any
Security to which the report relates.
E. An Independent Trustee is not required to file an Initial or Annual
Securities Transaction Report. Notwithstanding the quarterly
reporting requirement set forth in this Section VI, an Independent
Trustee is not required to file a Quarterly Securities Transaction
Report unless he or she was actually aware of the Trust's trading
activity at any time during the fifteen day period immediately
preceding or after such Independent Trustee engaged in a Securities
transaction.
F. In lieu of submitting a Quarterly Securities Transaction Report, an
Access Person may arrange for the Compliance Officer to be sent
duplicate confirmations and statements for accounts through which the
Access Person effects Securities transactions. However, a Quarterly
Securities Transaction Report must be submitted for any quarter during
which the Access Person has acquired or disposed of direct or indirect
Beneficial Ownership of any Security if such transaction was not in an
account for which duplicate confirmations and statements are being
sent. Access Persons who are associated persons of the Distributor and
who provide duplicate confirmations and statements for their accounts
to the Distributor will be deemed to satisfy the requirement to submit
a Quarterly Securities Transaction Report if such confirmations and
statements reflect all transactions in Securities required to be
reported by them hereunder. The Distributor shall deliver such
confirmations and statements or analysis thereof to permit the
Compliance Officer to ascertain compliance with this Code.
G. It is the responsibility of each Access Person to take the initiatives
to comply with the requirements of this Section VI. Any effort by the
Trust, or by the Manager, the Administrator or the Distributor, to
facilitate the reporting process does not change or alter that
responsibility.
SECTION VII. ADDITIONAL PROHIBITIONS
A. Confidentiality of Trust Transactions.
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Until disclosed in a public report to shareholders or to the SEC, in
the normal course, all information concerning the Securities "being
considered for purchase or sale" by the Trust shall be kept
confidential by all Trust Employees and disclosed by them only on a
"need to know" basis. It shall be the responsibility of the Compliance
Officer to report any inadequacy found in this regard to the trustees
of the Trust.
B. Outside Business Activities, Relationships and Directorships.
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Access Persons may not engage in any outside business activities or
maintain a business relationship with any person or company that may
give rise to conflicts of interest or jeopardize the integrity or
reputation of the Trust. Similarly, no such outside business
activities or relationship may be inconsistent with the interests of
the Trust. Access Persons who are members, officers or employees of
the Manager may not serve as a director of any public or private
company, except with the prior approval of the Compliance Officer, and
all directorships held by such Access Persons shall be reported to the
Compliance Officer.
C. Gratuities.
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Trust Employees shall not, directly or indirectly, take, accept,
receive or give gifts or other consideration in merchandise, services
or otherwise, except: (i) customary business gratuities such as meals,
refreshments, beverages and entertainment that are associated with a
legitimate business purpose, reasonable in cost, appropriate as to
time and place, do not influence or give the appearance of influencing
the recipient and cannot be viewed as a bribe, kickback or payoff: and
(ii) business related gifts of nominal value.
SECTION VIII. CERTIFICATION BY ACCESS PERSONS
Access Persons shall be required to certify not more than 30 days after
they become Access Persons, and annually thereafter, that they have read and
understand this Code and recognize that they are subject to it. Such Access
Persons shall also be required to certify annually that they have complied with
the requirements of this Code. The form of certification is annexed hereto as
Schedule C.
SECTION IX. SANCTIONS
Any violation of this Code shall be subject to the imposition of such
sanctions by the Trust as may be deemed appropriate under the circumstances to
achieve the purposes of Rule 17j-1 and this Code. The sanctions to be imposed
shall be determined by the Board of Trustees, including a majority of the
Independent Trustees; provided, however, that with respect to violations by
personnel of the Manager or the Distributor (or of a company which controls the
Manager or Distributor), the sanctions to be imposed shall be determined by the
Manager or Distributor (or the controlling person thereof), as applicable.
Sanctions may include, but are not limited to, suspension or termination of
employment, a letter of censure and/or restitution of an amount equal to the
difference between the price paid or received by the Trust and the more
advantageous price paid or received by the offending person.
SECTION X. ADMINISTRATION AND CONSTRUCTION
A. The administration of this Code shall be the responsibility of the
Compliance Officer.
B. The duties of the Compliance Officer are as follows:
1. Continuous maintenance of current lists of the names of all Trust
Employees and Access Persons, with an appropriate description of
their title or employment, including a notation of any
directorships held by Access Persons who are partners, members,
officers, or employees of the Manager or of any company which
controls the Manager:
2. On an annual basis, providing each Trust Employee with a copy of
this Code and informing such persons of their duties and
obligations hereunder, including notification of periodic
reporting obligations;
3. Maintaining or supervising the maintenance of all records and
reports required by this Code, including a list of persons
responsible for reviewing all records and reports;
4. Reviewing all periodic reports submitted by Access Persons;
5. Preparing listings of all securities transactions reported by
Access Persons and reviewing such transactions against a listing
of transactions effected by the Trust;
6. Issuance, either personally or with the assistance of counsel as
may be appropriate, of any interpretation of this Code which may
appear consistent with the objectives of Rule 17j-1 and this
Code;
7. Conduct of such inspections or investigations as shall reasonably
be required to detect and report, with recommendations, any
apparent violations of this Code to the Board of Trustees of the
Trust; and
8. Submission of a quarterly report to the Board of Trustees
containing a description of any detected violation of this Code,
noting in each case any sanction imposed, any transactions which
suggest the possibility of a violation of this Code or of
interpretations issued by the Compliance Officer, and any other
significant information concerning the appropriateness of and
actions taken under this Code
C. The Compliance Officer shall maintain and cause to be maintained in an
easily accessible place, the following records:
1. A copy of all codes of ethics adopted by the Trust, the Manager
and Distributor pursuant to Rule 17j-1, to satisfy the
requirements of such Rule as applicable for a period of five (5)
years.
2. A record of each violation of this Code and of any action taken
as a result of such violation for a period of not less than five
(5) years following the end of the fiscal year of the Trust in
which the violation occurred:
3. A copy of each report made by an Access Person or the Compliance
Officer, for a period of not less than five (5) years from the
end of the fiscal year of the Trust in which such report or
interpretation is made or issued, the most recent two (2) years
of which shall be kept in a place that is easily accessible; and
4. A list of all persons who are, or within the past five (5) years
have been required to make reports pursuant to Rule 17j-1 and
this Code of Ethics.
D. On an annual basis and at such other time as deemed to be necessary or
appropriate by the trustees, the trustees shall review operation this
Code and shall adopt such amendments thereto as may be necessary to
assure that the provisions of the Code establish standards and
procedures that are reasonably designed to detect and prevent
activities that would constitute violations of Rule 17-1.
E. This Code may not be amended or modified except in a written form
which is specifically approved by majority vote of the Independent
Trustees.
This Code was approved by the Board of Trustees of the Trust at a meeting
held on November 28, 2000.
/s/Peter H. Heerwagen
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Peter H. Heerwagen, Secretary
SCHEDULE A
AYCO SERIES TRUST
REQUEST FOR PERMISSION TO ENGAGE IN PERSONAL TRANSACTION
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I hereby request permission to effect a transaction in Securities in which
I have or will acquire direct or indirect Beneficial Ownership.
PURCHASES AND ACQUISITIONS
--------------------------
Current Market
No. of Shares or Price per Share Name of
Date Principal Amount Name of Security or Unit Broker
---- ---------------- ---------------- --------------- -------
SALES AND OTHER DISPOSITIONS
----------------------------
o (check if applicable) If I have responsibility for the determination by the
Manager of Securities to be purchased or sold by the Trust. I have noted
(by means of an asterisk) those Securities noted above which are owned by
the Trust. If I am requesting permission to purchase Securities which are
not presently owned by the Trust, I have included a statement as to why
such securities are not being purchased for the Trust or being considered
by the Trust.
Date: Signature:
Permission Granted Permission Denied
Date: Signature:
(Clearing Officer)
SCHEDULE B
AYCO SERIES TRUST
QUARTERLY SECURITIES TRANSACTION REPORT
---------------------------------------
The following lists all transactions in Securities, in which I acquired or
disposed of any direct or indirect Beneficial Ownership, that were effected
during the last calendar quarter and are required to be reported by Section
VI(A) of the Code. (If no such transactions took place write "NONE".) Please
sign and date this report and return it to the Compliance Officer no later than
the 10th day of the month following the end of the quarter. Use reverse side if
additional space is needed.
PURCHASES AND ACQUISITIONS
--------------------------
No. of Shares or Unit Total Name of
Trade Date Principal Amount Name of Security Price Price Broker
---------- ---------------- ---------------- ----- ----- ------
SALES AND OTHER DISPOSITIONS
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Date Completed: Signature:
SCHEDULE C
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AYCO SERIES TRUST
ACKNOWLEDGEMENT OF COMPLIANCE WITH CODE OF ETHICS
-------------------------------------------------
I have read and understand the Joint Code of Ethics of Ayco Series Trust,
The Ayco Company, L.P., and Mercer Allied Company L.P. (the "Code"), recognize
that the provisions of the Code apply to me and agree to comply in all respects
with (the procedures described therein. Furthermore, if during the past calendar
year I was subject to the Code. I certify that I complied in all respects with
the requirements of the Code as in effect during that year.
Date Completed: Print Name:
Signature:
