(updated February 21,2000)
CODE OF ETHICS
Provident Distributors, Inc.
BlackRock Distributors, Inc.
Offit Funds Distributor, Inc.
Northern Funds Distributor, LLC.
(collectively, "Distributors")
This Code of Ethics (the "Code") establishes rules of conduct
for persons who are associated with the Distributors referred to above. The
Code governs their personal investments and other investment-related
activities.
The basic rule is very simple: put the client's interests
first. Officers, directors and employees owe a fiduciary duty to, among
others, the shareholders of each of the funds for which the Distributors
serve as principal underwriters (the "Funds") to conduct their personal
securities transactions in a manner which does not interfere with fund
portfolio transactions or otherwise take unfair advantage of their
relationships with the Funds. Further, all personal Securities transactions
must be conducted in such a manner as to avoid any actual or potential
conflict of interest or any abuse of an individual's position of trust and
responsibility. Persons covered by the Code must adhere to these general
principles as well as comply with the Code's specific provisions.
This Code is intended to assist persons associated with the
Distributors in fulfilling their obligations under the law. The first part
lays out who the Code applies to, the second part deals with personal
investment activities, the third part deals with other sensitive business
practices, and subsequent parts deal with reporting and administrative
procedures.
The Code is very important to the Distributors and persons
associated with the Distributors. Violations may not only cause the
Distributors embarrassment, loss of business, legal restrictions, fines and
other punishments but for persons governed by this Code, demotion,
suspension, firing, ejection from the securities business and very large
fines.
I. Applicability.
1. The Code applies to each of the following:
A. The Distributors referred to at the top of page one of the
Code.
B. Any officer, director, employee, or associated person of any
of the Distributors who, in the ordinary course of business, makes,
participates in or obtains information regarding the purchase or sale of
Covered Securities (as defined herein) by the Funds for which the
Distributors act as a principal underwriter or whose function or duties in
the ordinary course of business relate to the making of any recommendation
to a Fund regarding the purchase or sale of covered securities. This
includes the formulation and making of investment recommendations and
decisions, the purchase and sale of securities for the Funds and the
utilization of information about investment recommendations, decisions and
trades.
C. Any other officer, director, employee, or associated person
of any of the Distributors not described in (A)2 above.
2. Definitions.
A. Access Persons. The persons described in items (A)2 above.
B. Access Person Account. Includes all advisory, brokerage,
bank, trust or other accounts or forms of direct or indirect beneficial
ownership in which one or more Access Person and/or one or more members of
an Access Person's immediate family have an economic interest. Immediate
family includes an Access Person's spouse and minor children living with
the Access Person. Investment partnerships and similar indirect means of
ownership are also included.
C. Affiliates of the Funds. The Distributors.
D. Compliance Officer. The compliance officer of the
Distributors.
E. Covered Persons. The Distributors, the Access Persons and
the persons described in item (A)3 above.
F. Registered Investment Adviser employer. A registered
investment adviser that employees a Covered Person under this code.
G. Covered Security. Means a security as defined in section
2(a)(36) of the Investment Company Act of 1940, as amended. Generally, this
definition encompasses any financial instrument treated as a security for
investment purposes and any related instrument such as futures, forward or
swap contract entered into with respect to one or more securities, a basket
of or an index of securities or components of securities. However, the term
Covered Security does not include direct obligations of the Government of
the United States, bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt instruments, including
repurchase agreements or shares of registered open-end investment
companies. Furthermore, the term Covered Security does not include: (i)
securities purchased or sold in any account over which the Access Person
has no direct or indirect influence or control; (ii) securities purchased
or sold in a transaction which is non-volitional on the part of either the
Access Person or the Fund; (iii) securities acquired as a part of an
automatic dividend reinvestment plan; and (iv) 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.
H. Security Held or to be Acquired by a Fund. Any Covered
Security, which, within the most recent 15 days:
(1) is or has been held by a Fund;
(2) is being or has been considered by the Fund or its
investment adviser for purchase by the fund and
Any option to purchase or sell, and any security convertible
into or exchangeable for, a Covered Security.
I. Limited Offering. Means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) or
Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the
Securities Act of 1933.
J. Initial Public Offering. Means an offering of securities
registered under the Securities Act of 1933, the issuer of which,
immediately before the registration, was not subject to the reporting
requirements of Sections 13 or 15(d) of the Securities Exchange Act of
1934.
K. Purchase or Sale of a Covered Security includes, among other
things, the writing of an options to purchase or sell a Covered Security.
II. Restrictions on Personal Investing Activities.
1. Fraudulent or Deceptive Practices.
No Covered Person shall, in connection with the purchase or
sale, directly or indirectly, by such person of a Covered Security Held or
to be Acquired by the Funds:
A. employ any device, scheme or artifice to defraud the Funds;
B. make to the Funds any untrue statement of a material fact or
omit to state to the Funds a material fact necessary in order to make the
statement made, in light of the circumstances under which they are made,
not misleading;
C. engage in any act, practice or course of business which
would operate as a fraud or deceit upon the Funds;
D. engage in any manipulative practice with respect to the
Funds;
E. trade while in possession of material non-public information
for personal or other investment accounts, or disclosing such information
to others in or outside the Distributors who have no need for this
information.
It is a violation of federal securities laws to buy or sell
securities while in possession of material non-public information and
illegal to communicate such information to a third party who buys or sells.
2. Basic Restriction on Investing Activities.
If a purchase or sale order is pending or under active
consideration for any Fund, neither the same Covered Security nor any
related Covered Security (such as an option, warrant or convertible
security) may be bought or sold for any Access Person Account.
3. Initial Public Offerings.
No Security may be acquired in an Initial Public Offering for
any Covered Person.
4. Pre-Clearance of Personal Securities Transactions.
The Distributors will obtain copies of the Codes of Ethics of
Registered Investment Adviser employers to determine whether they are
designed to adequately protect fund shareholders. The Distributors will
rely on the Registered Investment Advisers to enforce their Codes of
Ethics, particularly as the Codes relate to the pre-clearance of personal
securities transactions.
No Security may be bought or sold for an Access Person Account
unless the Access Person complies with the Code of Ethics adopted by his
Registered Investment Adviser employer.
Covered persons not associated with an investment adviser are
not required to pre-clear transactions.
5. Limited Offering.
No Limited Offering may be purchased for an Access Person
Account unless the Access Person complies with the Code of Ethics adopted
by his Registered Investment Adviser employer.
An Access Person who is not subject to a Code of Ethics of a
Registered Investment Adviser must preclear private placement transactions
with the Distributors.
III. Other Investment-Related Restrictions.
1. Gifts.
No Person shall accept any gift or other item of more than $100
in value from any person or entity that does business with or on behalf of
any Fund or is seeking to do business with or on behalf of any fund.
2. Service As a Director.
No Access Person shall commence service on the Board of
Directors of a publicly traded company or any company in which any Fund has
an interest without prior authorization from his Registered Investment
Adviser employer.
IV. Report and Additional Compliance Procedures.
1. The Compliance Officer shall notify each Covered Person who
may be required to make reports pursuant to this Code that such person is
subject to the reporting requirements and shall deliver a copy of this Code
to each such person.
2. Every Covered Person must submit a report (a form of which
is appended as Exhibit A) containing the information set forth in paragraph
(C) below with respect to transactions in any Security in which such
Covered Person has or by reason of such transactions acquires, any direct
or indirect beneficial ownership (as defined in Exhibit B) in the Covered
Security. These reports will be reviewed by the Compliance Director.
A Covered Person will be deemed to have complied with the
requirements of this Article IV insofar as the Compliance Officer receives
in a timely fashion duplicate monthly or quarterly brokerage statements on
which all transactions required to be reported hereunder are described.
3. A Covered Person must submit the report required by this
Article to the Compliance Officer no later than 10 days after the end of
the calendar quarter in which the transaction to which the report relates
was effected. A report must contain the following information:
A. The date of the transaction, the title, the interest rate
and maturity date (if applicable) and number of shares and the 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 of the Covered Security at which the transaction
was effected;
D. The name of the broker, dealer or bank with or through whom
the transaction was effected; and
E. The date that the report is submitted by the Covered Person.
4. Any report submitted to comply with the requirements of this
Article IV may contain a statement that the report shall not be construed
as an admission by the person making such report that he has any direct or
indirect benefit ownership in the Security to which the report relates.
5. Within 10 days of commencement of employment and/or
registration with any of the Distributors, or within 10 days of
subsequently becoming an Access Person each Access Person shall be required
to disclose all current personal Covered Securities holdings contained in
any Access Person Account in which such Access Person has an interest.
These holding reports will be reviewed by the Compliance Officer. A
holdings report (a form of which is appended as Exhibit C) must contain the
following information:
A. The title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct or indirect
beneficial ownership when the person became an Access Person.
B. The date that the report is submitted by the Access Person.
6. Annually each Access Person must submit a report listing all
securities beneficially owned by the Access Person that will be current as
of a date not more that 30 days before the report is submitted. These
holding reports will be reviewed by the Compliance Officer. A holding
report (the form of which is appended as Exhibit C) must contain the
following information:
A. The title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct or indirect
beneficial ownership when the person became and Access Person.
B. The name of any broker, dealer or bank with whom the Access
Person maintains an account in which any securities are held for the direct
or indirect benefit of the Access Person.
C. The date that the report is submitted by the Access Person.
7. Annually each Covered Person must certify on a report (the
form of which is appended as Exhibit D) that he has read and understood the
Code and recognizes that he is subject to such Code. In addition, annually
each Covered Person must certify that he has disclosed or reported all
personal Securities transactions required to be disclosed or reported under
the Code and that he is not subject to any regulatory disability.
8. At least annually (or quarterly in the case of Items 3 and 4
below), each Distributor shall report to the Boards of Directors of the
Funds for which they provide underwriting services:
A. All existing procedures concerning Covered Persons' personal
trading activities and reporting requirements and any procedural changes
made during the past year;
B. Any recommended changes to the Distributors' Codes of Ethics
or procedures;
C. A summary of any material violations of this Code which
occurred during the past quarter and the nature of any remedial action
taken; and
D. Any exceptions to any provisions of this Code of Ethics as
determined under Article VI below.
V. Sanctions.
Upon discovering that a Covered Person has not complied with
the requirements of this Code, the Compliance Officer in consultation with
the officers of the relevant Distributor may impose whatever sanctions
within its power they deem appropriate, including, among other things,
suspension or termination of employment and/or registration. Material
violations of requirements of this Code by Covered Persons and any
sanctions imposed in connection therewith shall be reported not less
frequently than quarterly to the Board of Directors of any relevant Fund.
VI. Exceptions.
The Compliance Officer in consultation with the officers of the
relevant Distributors reserves the right to decide, on a case-by-case
basis, exceptions to any provisions under this Code. Any exceptions made
hereunder will be maintained in writing by the Compliance Officer and
presented to the Board of Directors of any relevant Fund at its next
scheduled meeting.
VII. Preservation of Documents.
This Code, a copy of each report by a Covered Person, a record
of any violation of this Code and of any action taken as a result of the
violation, any written report made hereunder by the Compliance Officer or
Distributors and lists of all persons required to make reports or review
reports shall be preserved with the records of the relevant Distributor for
a five year period in an easily accessible place.
VIII. Other Laws, Rules and Statements of Policy.
Nothing contained in this Code shall be interpreted as
relieving any Covered Person from acting in accordance with the provision
of any applicable law, rule or regulation or any other statement of policy
or procedure governing the conduct of such person adopted by the
Distributors.
EXHIBIT A
EXAMPLE ONLY
PROVIDENT DISTRIBUTORS, INC.
OFFIT FUNDS DISTRIBUTOR, INC.
BLACKROCK DISTRIBUTORS, INC.
NORTHERN FUNDS DISTRIBUTOR, LLC
Securities Transactions Report For the Calendar Quarter Ended: ________
To the Compliance Officer:
During the quarter referred to above, the following
transactions were effected in Covered Securities of which I had, or by
reason of such transaction acquired, direct or indirect beneficial
ownership, and which are required to be reported pursuant to the Code of
Ethics adopted by the Firm.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
BROKER/DEA
No. of NATURE OF OR BANK
SHARES or DOLLAR TRANSACTION THROUGH
DATE OF Principal AMOUNT OF (Purchase, WHOM
SECURITY TRANSACTION Amount TRANSACTION Sale, Other) PRICE EFFECTED
-------- ----------- --------- ----------- ------------- ----- ----------
</TABLE>
During the quarter referred to above, I established the
following account in which securities were held during the quarter for my
direct or indirect benefit:
1. The name of the broker, dealer or bank with whom you
established the account________________________________
2. The date the account was established___________________
This report (i) excludes transactions with respect to which I
had no direct or indirect influence or control, (ii) excludes other
transactions not required to be reported, and (iii) is not an admission
that I have or had any direct or indirect beneficial ownership in the
securities listed above.
Except as noted on the reverse side of this report, I hereby
certify that I have no knowledge of the existence of any personal conflict
of interest relationship which may involve the Firm's clients, such as the
existence of any economic relationship between my transactions and
securities held or to be acquired by the Firm for any of its clients.
NOTE: Do NOT report transactions in direct obligations of the
U. S. Government, bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt instruments including
repurchase agreements and open-end mutual funds.
|_| No transactions to report.
Date:______________
Signature:_________________
EXHIBIT B
BENEFICIAL OWNERSHIP
For purposes of the attached Code of Ethics, "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 the determination of direct or indirect beneficial
ownership shall apply to all securities that a Covered Person has or
acquires. The term "beneficial ownership" of securities would include not
only ownership of securities held by a Covered Person for his own benefit,
whether in bearer form or registered in his name or otherwise, but also
ownership of securities held for his benefit by others (regardless of
whether or how they are registered) such as custodians, brokers, executors,
administrators, or trustees (including trusts in which he has only a
remainder interest), and securities held for his account by pledges,
securities owned by a partnership in which he is a member if he may
exercise a controlling influence over the purchase, sale of voting of such
securities, and securities owned by any corporation or similar entry in
which he owns securities if the shareholder is a controlling shareholder of
the entity and has or shares investment control over the entity's
portfolio.
Ordinarily, this term would not include securities held by
executors or administrators in estates in which a Covered Person is a
legatee or beneficiary unless there is a specified legacy to such person of
such securities or such person is the sole legatee or beneficiary and there
are other assets in the estate sufficient to pay debts ranking ahead of
such legacy, or the securities are held in the estate more than a year
after the decedent's death.
Securities held in the name of another should be considered as
"beneficially" owned by a Covered Person where such person enjoys
"financial benefits substantially equivalent to ownership." The Securities
and Exchange Commission has said that although the final determination of
beneficial ownership is a question to be determined in the light of the
facts of the particular case, generally a person is regarded as the
beneficial owner of securities held in the name of his or her spouse and
their minor children. Absent special circumstances such relationship
ordinarily results in such person obtaining financial benefits
substantially equivalent to ownership, e.g., application of the income
derived from such securities to maintain a common home, or to meet expenses
that such person otherwise would meet from other sources, or the ability to
exercise a controlling influence over the purchase, sale or voting of such
securities.
A Covered Person also may be regarded as the beneficial owner
of securities held in the name of another person, if by reason of any
contract, understanding, relationship, or other agreement, he obtains
therefrom financial benefits substantially equivalent to those of
ownership.
A Covered Person also is regarded as the beneficial owner of
securities held in the name of a spouse, minor children or other person,
even though he does not obtain therefrom the aforementioned benefits of
ownership, if he can vest or revest title in himself at once or at some
future time.
EXHIBIT C
EXAMPLE ONLY
PROVIDENT DISTRIBUTORS, INC.
OFFIT FUNDS DISTRIBUTOR, INC.
BLACKROCK DISTRIBUTORS, INC.
NORTIIERN FUNDS DISTRIBUTOR, LLC
HOLDINGS REPORT
For the Year/Period Ended________________
(month/day/year)
Check Here if this is an Initial Holdings Report
To the Compliance Officer:
As of the calendar year/period referred to above, I have a
direct or indirect beneficial ownership interest in the securities listed
below which are required to be reported pursuant to the Code of Ethics of
the Fund:
Security Name Number of Shares Principal Amount
------------- ---------------- ----------------
The name of any broker, dealer or bank with whom I maintain an
account in which my securities are held for my direct or indirect benefit
are as follows:
This report excludes securities with respect to which I had no
direct or indirect influence or control and excludes other transactions not
required to be reported.
Date:___________________ Signature:_____________________
Print Name:____________________
ANNUAL CERTIFICATION OF CODE OF ETHICS
A. I (a Covered Person) hereby certify that I have read and understood
the Code of Ethics, and recognize that I am subject to its
provisions. In addition, I hereby certify that I have complied with
the requirements of the Code of Ethics and that I have disclosed or
reported all personal Securities transactions required to be
disclosed or reported under the Code of Ethics;
B. Within the last ten years there have been no complaints or
disciplinary actions filed against me by any regulated securities or
commodities exchange, any self-regulatory securities or commodities
organization, any attorney general, or any governmental office or
agency regulating insurance securities, commodities or financial
transactions in the United States, in any state of the United States,
or in any other country;
C. I have not within the last ten years been convicted of or
acknowledged commission of any felony or misdemeanor arising out of
my conduct as an employee, salesperson, officer, director, insurance
agent, broker, dealer, underwriter, investment manager or investment
advisor, and
D. I have not been denied permission or otherwise enjoined by order,
judgment or decree of any court of competent jurisdiction, regulated
securities or commodities exchange, self-regulatory securities or
commodities organization or other federal or state regulatory
authority from acting as an investment advisor, securities or
commodities broker or dealer, commodity pool operator or trading
advisor or as an affiliated person or employee of any investment
company, bank, insurance company or commodity broker, dealer, pool
operator or trading advisor, or from engaging in or continuing any
conduct or practice in connection with any such activity or the
purchase or sale of any security.
Print Name: _________________
Signature: _________________
Date: _________________
