MET INVESTORS SERIES TRUST, N-1A, EX-99.P4, 2000-10-23

MET INVESTORS SERIES TRUST
N-1A, EX-99.P4, 2000-10-23

Previous: MET INVESTORS SERIES TRUST, N-1A, EX-99.P3, 2000-10-23

Next: MET INVESTORS SERIES TRUST, N-1A, EX-99.P5, 2000-10-23

FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC

CODE OF ETHICS

This Code of Ethics has been adopted by Firstar Investment Research & Management
Company, LLC (FIRMCO) in compliance with section 204A and rule 204-2(a)(12) of
the Investment Advisers Act of 1940 (the "Act") as well as rule 17j-1 of the
Investment Company Act of 1940 (the "40 Act") to establish standards and
procedures to ensure persons having knowledge of the investments and investment
intentions of FIRMCO's clients uphold their fiduciary duties to the firm's
clients. This Code is also intended to establish procedures reasonably designed
to prevent the misuse of material, nonpublic information by FIRMCO or any person
associated with FIRMCO. I. Objective

No employee of FIRMCO shall use any information concerning investments or
investment intentions of our clients, or his or her ability to influence such
investment intentions, for personal gain or in a manner detrimental to the
interest of our clients. All investments and investment practices of FIRMCO
employees involving a possible conflict of interest should be avoided so as to
prevent any impairment of a person's ability to be disinterested in making
investment decisions on behalf of FIRMCO clients. No employee shall use material
inside information in connection with any decision or recommendation to purchase
or sell any security, and no employee shall engage in transactions which violate
federal or state securities laws. FIRMCO encourages its employees to utilize
FIRMCO advised common trust funds or mutual funds, other open-end mutual funds
or other exempt securities for the investment of personal assets.

II. Definitions (as used in this Code)
A. "Beneficial Ownership" means any interest by which an employee
or any member of his or her immediate family sharing the same
household can directly or indirectly derive a monetary benefit
from the purchase or sale or ownership of a security. As a
general matter, "beneficial ownership" will be attributed to
an employee in all instances where the person (i) possesses
the ability to purchase or sell the security (or the ability
to direct the disposition of the security); (ii) possesses the
voting power (including the power to vote or to direct the
voting) over such security; or (iii) receives any benefits
substantially equivalent to those of ownership.

Although the following is not an exhaustive list, a person
generally would be regarded to be the beneficial owner of the
following:

1. securities held in the person's own name;

2. securities held with another in joint tenancy, as tenants in common, or in
other joint ownership arrangements;

3. securities held by a bank or broker as a nominee or custodian on such
person's behalf or pledged as collateral for a loan;

4. securities held by members of the person's immediate family sharing the same
household ("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, including adoptive
relationships);

5. securities held by a relative not residing in the person's home if the person
is a custodian, guardian, or otherwise has controlling influence over the
purchase, sale, or voting of such securities;

6. securities held by a trust for which the person serves as a trustee and in
which the person has a pecuniary interest (including pecuniary interests by
virtue of performance fees and by virtue of holdings by the person's immediate
family);

7. securities held by a trust in which the person is a beneficiary and has or
shares the power to make purchase or sale decisions;

8. securities held by a general partnership or limited partnership in which the
person is a general partner; and

9. securities owned by a corporation which is directly or indirectly controlled
by, or under common control with, such person.

Any uncertainty as to whether an employee beneficially owns a
security should be brought to the attention of the Compliance
Officer.

B. "Employee" means any officer, member of the Board of Managers or employee of
FIRMCO.

C. "Personal Account" means any and all accounts of which an employee is a
beneficial owner.

D. "Purchase or sale of a security" includes, among other things, an option to
purchase or sell a security, and a purchase or sale of any security convertible
into or exchangeable for a covered security.

E. "Exempt Security" means:

1. direct obligations of the Government of the United States;

2. bankers' acceptances, bank certificates of deposit,
commercial paper, and high quality short-term debt
instruments (any instrument that has a maturity at
issuance of less than 366 days and that is rated in
one of the two highest rating categories by a
nationally recognized statistical rating
organization), including repurchase agreements;

3. shares of registered open-end investment companies; and

4. units of common trust funds;

5. Firstar Corporation Stock.

F. "Exempt Transactions" means that the restrictions of Sections IV and V shall
not apply to:

1. Securities acquired through stock dividends, automatic dividend
reinvestments, stock splits, reverse stock splits, mergers, consolidations,
spin-offs, or other similar corporate reorganizations or distributions generally
applicable to all holders of the same class of securities;

2. Securities acquired upon the exercise of rights issued by an issuer pro rata
to all holders of a class of its securities, to the extent such rights were
acquired from such issuer, and sales of such rights so acquired.

G. "Material Inside Information" means confidential information of such a nature
that there is a substantial likelihood that a reasonable investor would consider
it important in deciding whether to buy, sell or hold securities.

III. Standards of Conduct

A. Conflicts of Interest. In any matter involving both the personal accounts of
an employee and securities held or to be acquired by a FIRMCO client account
managed by such employee, the employee shall resolve any known or reasonably
anticipated conflict of interest in favor of the FIRMCO managed account. All
investments and investment practices involving a possible conflict of interest
shall be avoided to the extent practicable in order to prevent any impairment of
an employee's ability to be disinterested in connection with his or her services
for the FIRMCO managed accounts and to avoid the possible use for a personal
account of investment recommendations and other information generated on behalf
of FIRMCO managed accounts. Strict adherence to the provisions of this Code of
Ethics should assist the employee in avoiding such conflicts of interest.

B. Disclosure of Material Positions or Recent Trading. At no time may any
employee recommend or authorize the holding, purchase or sale of any security by
any FIRMCO managed account without first disclosing the existence of any
material (in relationship to personal financial circumstances) position (long or
short) in such security held by, or recent trading in such security by, any
personal account of such employee. This disclosure should be made to the
Compliance Officer.

C. Reports and Other Information. Reports and all other information relating to
a particular security or to an industry prepared or acquired for use by FIRMCO
or any FIRMCO managed account are the property of FIRMCO and shall not go
outside the office without permission of the President or an officer designated
by her/him, and shall not be used for personal accounts of an employee under any
circumstances.

IV. Personal Trading Restrictions

A. Blackout Periods. No employee may purchase or sell shares of any security in
which he or she has or thereby acquires a direct or indirect beneficial
ownership interest if:

1. FIRMCO's trading desk has a pending buy or sell order in that same security;

2. FIRMCO's trading desk has executed a buy or sell order in that security
during that day;

3. The security has been purchased or sold in a FIRMCO account managed by the
employee within the last seven business days;

4. The security will be purchased or sold in a FIRMCO account managed by the
employee within the next seven business days; or

5. The employee, in connection with his/her job responsibilities, has
recommended an investment rating change in that security within the last seven
business days or is considering an investment rating change within the next
seven business days.

B. Blackout Exemptions. Blackout periods do not apply to:

1. Exempt securities;

2. Exempt transactions; and

3. S&P 500 Securities as discussed in Section V.(D).

C. Initial Public Offerings ("IPOs"). No employee may acquire any securities in
an initial public offering.

D. Private Placements. No employee may acquire any securities in a private
placement from a publicly traded company. No employee may acquire any securities
in a private placement from a non-publicly traded company without prior approval
from the President after consultation with the Compliance Officer. In a request
for approval, the employee should document that there is no conflict with any
FIRMCO client account or the investment strategy of the firm. In determining
whether approval should be granted, the following should be considered and
documented:

1. Whether the investment opportunity should be reserved for FIRMCO and its
managed accounts; and

2. Whether the opportunity is being offered to an individual by virtue of
his/her position with FIRMCO.

In the event approval is granted, the employee must disclose
the investment when he/she plays a material role in FIRMCO's
subsequent consideration of an investment in the issuer. In
such circumstances, FIRMCO's decision to purchase securities
of the issuer will be subject to an independent review by
investment personnel with no personal interest in the issuer.

E. Short-Term Trading Profits. In general, FIRMCO advocates
long-term investing. No employee may profit from the purchase
and sale, or sale and repurchase, of the same or equivalent
securities within 60 calendar days if, at any time during
those 60 days, the securities were included on any FIRMCO
model portfolio or purchase list. All other short-term profits
realized require the approval of the Compliance Officer before
the transaction that triggers the short-term gain is executed.
Any profits realized in violation of this policy should be
disgorged, as discussed in Section XII.(B).

F. Short Sales. No employee may short sell any security.

V. Pre-clearance for Personal Security Transactions

A. General Pre-clearance Provisions. All employees must obtain
advance written clearance using the form provided in Exhibit C
from the President, Vice President of Operations or Compliance
Officer for every purchase, sale or gift of any security in
which he or she has or thereby acquires a direct or indirect
beneficial ownership interest in a personal account. Exhibit C
may be obtained on the Lotus Notes Policy Database.

B. Pre-clearance exemptions. Advance clearance is not required for:

1. Exempt securities;

2. Exempt transactions;

3. Stock in closely held corporations, service corporations, professional
corporations, units in a LLC, partnership interests, or similar family
businesses;

4. Securities purchased through a matching program of an employer-sponsored
retirement plan by any member of the person's immediate family sharing the same
household;

5. Stock in highly leveraged institutions ("hedge funds");

6. Securities whose performance are directly tied to an index (for example,
SPDRS); and

7. Gifts received and employer sponsored stock purchase programs described below
(Sections V(F)(3) and (4)).

C. Factors Considered. Generally the following factors will be considered in
determining whether or not to clear a proposed transaction:

1. Whether the amount or nature of the transaction is likely to affect the price
or market for the security;

2. Whether the individual proposing the purchase or sale is likely to benefit
from purchases or sales being made or being considered by FIRMCO for any of its
clients;

3. Whether the transaction is likely to harm any FIRMCO client.

D. S&P 500 Securities. Advance clearance will generally be provided for
purchases or sales of securities issued by any company included in the Standard
and Poor's 500 Stock Index and in an amount of 500 or fewer shares each day
(considered to be a de minimis trade) as long as (1) the nature of the
transaction is unlikely to affect the price or market for the security; (2) the
individual proposing the purchase or sale is unlikely to benefit from purchases
or sales being made or considered by FIRMCO for any of its clients; and (3) the
transaction is unlikely to harm any FIRMCO client.

E. Approval Window. Once approved, a trade authorization is effective for the
remainder of the trading day. Failing to execute the transaction will void the
pre-clearance approval, and a new request for pre-clearance must be submitted.
Gifts of shares of personal securities are provided three business days to
direct the gift.

F. Other Pre-clearance Considerations.

1. Denied Authorization. Advance clearance of a personal transaction may be
refused without specifying any reason for the refusal.

2. Gifted Securities. It is generally understood that the physical transfer of
gifted shares may occur several days after the employee directs the broker to
transfer the shares, for reasons beyond the employee's control. Therefore, the
employee must direct his/her broker to transfer the shares within the three-day
trading window provided by the clearance. The employee should then monitor the
physical transfer of the security to ensure that it occurs in a timely manner,
and the employee shall notify the Compliance Officer of the specific date of
transfer if the actual physical transfer occurs outside of the approved trading
window.

3. Gifts Received. Gifts received in a personal account do not require advance
clearance. However, the employee should disclose the receipt of such gift to the
Compliance Officer in connection with the quarterly reporting requirements, as
discussed in Section VI.

4. Employer Sponsored Stock Purchase Programs. Members of an employee's
immediate family sharing the same household may participate in employer
sponsored individual security purchase programs, either through an employer
sponsored retirement account or through a taxable program. Such transactions do
not require pre-clearance. However, the employee is required to notify the
Compliance Officer prior to initial enrollment in such a program and to report
purchases in the individual security in connection with the quarterly reporting
requirements, as discussed in Section VI. In reporting information related to
participation in such programs, the employee may hide any information on the
account statement that does not relate to the individual security.

VI. Reporting Requirements

A. Quarterly Transaction Reports. Within ten calendar days after
the end of each calendar quarter, each employee shall make a
written report to the Compliance Officer of all transactions
(including those which received advance clearance) occurring
in the quarter by which they acquired or disposed of a
beneficial ownership interest in any security. Employees are
not required to report transactions for exempt securities. The
report must contain the following information with respect to
each reportable transaction:

1. Date and nature of transaction (i.e. purchase, sale, gift or other
acquisition or disposition);

2. Title, the interest rate and maturity date (if applicable), the number of
shares and the principal amount of the security involved;

3. Price at which it was effected;

4. Name of the broker, dealer or bank with or through whom the transaction was
effected; and

5. Date of the report.

The report also must contain the following information with
respect to any account established by the employee in which
any non-exempt securities were held during the quarter for the
direct or indirect benefit of the employee

1. Name of the broker, dealer or bank with whom the employee
established the account;

2. Date the account was established; and

3. Date of the report.

The report must be filed by all employees even if no
reportable transactions were made during the quarter. The
report may be on the form attached hereto as Exhibit A and may
consist of broker statements that provide at least the same
information.

B. Annual Holdings Reports. Within 30 calendar days after the end of each
calendar year, each employee shall make a written report to the Compliance
Officer of all security holdings in which he or she has a direct or indirect
beneficial ownership interest. Employees are not required to report holdings of
exempt securities. The report must contain the following information:

1. Title, number of shares and principal amount of each covered security in
which the employee had any direct or indirect beneficial ownership interest;

2. Name of any broker, dealer or bank with whom the employee maintains an
account in which any securities are held for the direct or indirect benefit of
the employee; and

3. Date of the report.

The report may be on the form attached hereto as Exhibit B.

C. Initial Holdings Reports. Within ten calendar days after commencement of
employment with FIRMCO, each new employee shall make a written report to the
Compliance Officer of all security holdings in which he or she has a direct or
indirect beneficial ownership interest. New employees are not required to report
holdings of exempt securities. The report must contain the following
information:

1. Title, number of shares and principal amount of each covered security in
which the new employee had any direct or indirect beneficial ownership interest
when the person became an employee;

2. Name of any broker, dealer or bank with whom the new employee maintained an
account in which any securities were held for the direct or indirect benefit of
the new employee as of the date the person became an employee; and

3. Date of the report.

The report may be on the form attached hereto as Exhibit B (New Employee
Version).

D. Brokerage Accounts. All employees are required to direct their
broker/dealer(s) to supply the Compliance Officer with duplicate copies of all
trade confirmations and periodic statements for every account in which he or she
has a direct or indirect beneficial ownership interest and in which non-exempt
securities are held.

E. Certification of Compliance. Each employee is required to reconfirm adherence
to this Code of Ethics on an annual basis within thirty days following year-end
(refer to Exhibit B).

VII. Material Inside Information

A. Insider Trading. No employee may purchase or sell shares of any security,
either personally or on behalf of others (including private accounts managed by
the employee), while in possession of material, nonpublic information about the
security, or communicate material, nonpublic information to others in violation
of the law. This conduct is frequently referred to as "insider trading."

B. Identifying Material Inside Information. If you are unsure whether you are in
possession of material inside information, ask yourself the following questions:

1. Is the information material?

2. Is this information an investor would consider important in making his or her
investment decisions?

3. Is this information that could reasonably affect the market price of the
securities if generally disclosed?

4. Is the information non-public?

5. To whom has this information been provided?

6. Has the information effectively been communicated to the marketplace? (For
example, published in Reuters, The Wall Street Journal or other publications of
general circulation?)

C. Procedures. If upon consideration of the above you believe the information
may be material and non-public, you should promptly report it to the President,
Vice President of Operations or Compliance Officer. Upon determination by one or
all of them that the information is material inside information, the following
actions, as deemed necessary, will promptly be taken:

1. Halt all trading in the security or securities of the pertinent issuer and
all recommendations thereof;

2. Ascertain the validity and nonpublic nature of the information with the
issuer of the securities;

3. Request the issuer or other appropriate parties to disseminate the
information promptly to the public if the information is valid and nonpublic;

4. In the event the information is not publicly
disseminated and is of a significant nature, notify
legal counsel and request advice as to what further
steps should be taken before transactions or
recommendations in the securities are resumed.

D. Restricted List. The security will be added to the firm's
Restricted List, a listing of those securities about which
FIRMCO has material, nonpublic information. FIRMCO employees
are restricted from trading or recommending any security
included on the Restricted List. The list is maintained by the
Compliance Officer and access to the list is restricted to
those individuals required to review the list, at the
discretion of the Compliance Officer. Those individuals may
include, but are not limited to the President, Vice President
of Operations, Director of Equity Research and Equity Traders.

VIII. Service on Public Company Boards

FIRMCO employees must obtain the prior approval of the President to serve as a
director on the board of a publicly traded company. A determination by the
President that the board service would be consistent with the interests of the
firm and its clients should be noted in the approval. In any instance in which
board service is authorized, employees serving as directors must not participate
in making investment decisions regarding the purchase or sale of that company's
securities in FIRMCO managed accounts. In addition, the employee should make
appropriate disclosures on their conflict acknowledgment forms annually
thereafter. IX. Gifts

All employees are prohibited from receiving moneys in any form (other than their
FIRMCO compensation package) or receiving gifts, gratuities, hospitalities or
other things of more than $100 in face or retail value annually from any person
or entity that does business with or on behalf of FIRMCO or any of its clients.
Such prohibition shall not apply to seasonal gifts made generally available to
all employees at FIRMCO's offices or to meals and/or entertainment provided in
the ordinary course of business and consistent in cost with FIRMCO's standards
for employee expenditures.

X. External Communication

Employees should not communicate information about Firstar Corporation to
outside entities. All questions or comments regarding Firstar should be directed
to the Chief Financial Officer of Firstar Corporation. All Firstar specific
press inquiries should be directed to Firstar's Head of Public Relations. All
FIRMCO specific press inquiries should be directed to FIRMCO's President or an
officer designated by her/him.

XI. Confidentiality of Client Transactions

All information concerning securities being considered for purchase or sale by
FIRMCO for any of its clients shall be kept confidential by all employees. It
shall be the responsibility of the Compliance Officer to report any inadequacy
found to FIRMCO's Board of Managers.

XII. Sanctions for Violation of the Code

A. Personal Trading Violations. Upon discovering a violation of the Code,
FIRMCO's President and/or Board of Managers may impose such sanctions as deemed
appropriate, including a verbal or written warning, letter of censure,
suspension or termination of employment of the violator.

B. Disgorgement. If a security is purchased in violation of FIRMCO's Code, the
Compliance Officer may, upon review of the facts and circumstances surrounding
the violation, require the employee to "break the trade" or reverse the
transaction immediately, regardless of whether a profit or loss occurs from the
transaction. The employee must disgorge any profits and assume any losses, even
if the transaction was done innocently and discovered afterward.

Any moneys accrued in the event of a personal trading violation shall not
benefit the employee or FIRMCO. Employees are required to remit the disgorged
profits to FIRMCO within five days of the reversing transaction (calculating
their personal capital gain resulting from the reversal, and retaining the
amount to pay the tax due on the gain.). A net payment in the form of a
cashier's check made payable to a charity of the employee's choice should be
given to FIRMCO for mailing. However, should FIRMCO managed accounts incur a
loss as a result of the personal trade, then full disgorgement regardless of
taxes due must be made to the accounts.

C. Insider Trading Violations. Trading securities while in possession of
material, nonpublic information or improperly communicating that information to
others may expose violators to stringent penalties. Criminal sanctions may
include a fine of up to $1,000,000 and/or ten years imprisonment. The SEC can
recover the profits gained or losses avoided through the violative trading,
impose a penalty of up to three times the illicit windfall, and issue an order
permanently barring the person or persons from the securities industry. Finally,
the violator may be sued by investors seeking to recover damages for insider
trading violations. In addition to the foregoing, any violation of FIRMCO's
policies with respect to insider trading can be expected to result in serious
sanctions by FIRMCO as set forth in Section A above, including dismissal of the
person or persons involved.

XIII. Approved Exceptions to the Code

Exceptions to the Code may be extended in rare circumstances with the
approval of one of the following: Compliance Officer, Vice President of
Operations, or the President. Exceptions will only be granted in
circumstances where strict adherence to the Code results in unfavorable
treatment to any FIRMCO client or inequitable or unfair treatment to an
employee with no harm to a FIRMCO client. In no circumstances shall an
exception be granted which is likely to harm any FIRMCO client. All
approved exceptions will be reported to the Board of Managers in a
timely manner.

XIV. Required Board Reporting

All violations of the Code of Ethics shall be reported to the Board of
Managers in a timely manner with a summary of corrective action taken.
If no corrective action is deemed necessary, the report shall state the
reason for no such action. The Compliance Officer shall report any
other transaction deemed necessary for Board review.

XV. Required Records

The Compliance Officer shall maintain and review the required records
to evidence compliance with this Code.

Approved by FIRMCO's Board of Directors, June 1994 Amended by FIRMCO's Board of
Managers, February 2000

<PAGE>

Exhibit A

FIRSTAR INVESTMENT RESEARCH &
MANAGEMENT COMPANY, LLC

SECURITY TRANSACTION REPORT

FOR THE QUARTER ENDED

The following lists all transactions in securities in which I had any direct or
indirect beneficial ownership interest during the last calendar quarter. (If no
transactions took place, write "none reportable.") Copies of quarterly brokerage
statements are acceptable forms of reporting. Please write "see attached" and
attach a copy of brokerage statement(s) which accurately reports securities
transactions. I have excluded all transactions in Exempt Securities as defined
within the FIRMCO Code of Ethics. This report has been signed, dated and
returned to the Compliance Officer no later than 10 days after the calendar
quarter end.

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of Security and

Purchase, Sale, Other Number of Shares Principal Amount
Date Price
<S> <C> <C> <C> <C>

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

Of the transactions identified above, if any, I have listed below the
transactions in securities that I have purchased/sold or considered
purchasing/selling in a FIRMCO managed account. If no such transactions
took place, write "none reportable."

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of Security and

Purchase, Sale, Other Number of Shares Principal Amount
Date Price
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

All employees are required to direct their broker/dealer(s) to supply the
Compliance Officer with duplicate copies of all trade confirmations and periodic
statements for every account in which he or she has a direct or indirect
beneficial ownership interest and in which non-exempt securities are held. I
have identified below any account opened during the last calendar quarter which
requires reporting under the Code.

Name of Broker, Dealer or Bank Account Number Date Established

Signature_________________________

Name______________________________

Date______________________________

<PAGE>

Exhibit B

FIRSTAR INVESTMENT RESEARCH &
MANAGEMENT COMPANY, LLC

ANNUAL REPORTING

FOR THE YEAR ENDED ______

Section 1: Confirmation of Compliance

I have received a copy of the FIRMCO Code of Ethics as amended by the Board of
Managers in February 2000. I agree to comply with my responsibilities as
described within such Code.

Section 2: Report of Security Holdings

The following lists all security holdings in which I have a direct or indirect
beneficial ownership interest as of the date indicated below. Copies of year-end
brokerage statements are acceptable forms of reporting.

I have excluded any holdings of Firstar Corporation stock, open-end mutual
funds, common trust funds, U.S. Treasury obligations, and other securities
defined as exempt within the Code of Ethics. (If I hold no reportable holdings I
have written "none reportable".)

Broker, Dealer or Bank

Title of Security Number of Shares Principal Amount

Section 3: Brokerage Statements and Confirmations

FIRMCO's Code of Ethics requires all employees to direct their broker/dealer or
bank to supply the Compliance Officer with duplicate copies of all trade
confirmations and periodic statements for every account in which he or she has
or had a direct or indirect beneficial ownership interest.

FIRMCO currently receives duplicate statements and corresponding trade
confirmations for the following accounts:

In compliance with FIRMCO's Code of Ethics, the above listing of accounts is
accurate with the exceptions, if any, listed below. Accounts that solely hold
exempt securities as defined within the Code of Ethics may be excluded.

This report has been signed, dated and returned to the Compliance Officer no
later than 30 days after the calendar year end.

Signature_________________________

Name______________________________

Date______________________________

<PAGE>

FIRSTAR INVESTMENT RESEARCH &
MANAGEMENT COMPANY, LLC

ANNUAL REPORTING

(NEW EMPLOYEE VERSION)

Section 1: Confirmation of Compliance

I have received a copy of the FIRMCO Code of Ethics as amended by the Board of
Managers in February 2000. I agree to comply with my responsibilities as
described within such Code.

Section 2: Report of Security Holdings

The following lists all security holdings in which I have a direct or indirect
beneficial ownership interest as of the date indicated below. Copies of
brokerage statements are acceptable forms of reporting.

Broker, Dealer or Bank

Title of Security Number of Shares Principal Amount

Section 3: Brokerage Statements and Confirmations

The following lists the accounts for which I have directed my broker/dealer(s)
to provide FIRMCO with duplicate statements and corresponding trade
confirmations. Accounts which solely hold exempt securities as defined within
the Code of Ethics may be excluded.

This report has been signed, dated and returned to the Compliance Officer no
later than 10 days after my start date with FIRMCO.

Signature_________________________

Name______________________________

Date______________________________

<PAGE>

Exhibit C

Firstar Investment Research & Management Company, LLC

Personal Securities Transaction Pre-Clearance Form

Employee Name:
<TABLE>
<CAPTION>

------------------------------- ---------------------------- ---------------------------- ----------------------------
Purchase/Sale/Other Security Quantity App Price
<S> <C> <C> <C>

------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

o Being traded by: ( ) Self ( ) Spouse ( ) Child ( ) Other - Please describe

o I have research responsibility over this security: ( ) Yes ( ) No ( ) N/A

o This transaction triggers a short-term profit, as defined within the Code:
( ) Yes ( ) No

o Security has been purchased by me in FIRMCO managed accounts within the
last 6 months: ( ) Yes ( ) No ( ) N/A

To the best of my knowledge, this proposed transaction does not violate the
provisions of the FIRMCO Code of Ethics.

Time and Date

Employee
Signature:
Requested:

FOR COMPLIANCE USE ONLY

S&P 500 security: ( ) Yes ( ) No

Security held in lead accounts: ( ) Yes ( ) No

Security traded in managed accounts of the employee within last 7 business days:

( ) Yes ( ) No

Comments:

Contact in Trading:

Contact in Portfolio Management/Research, if necessary:

Pending Trades: ( ) Yes ( ) No

Trades executed within the day: ( ) Yes ( ) No

Compliance Completed/Checked By:

NOTIFICATION OF APPROVAL OR DENIAL

Date:
Time Responded:

Approved: Denied: Approved Trading Window:

Comments:

Authorized/Denied By: