<PAGE>
Exhibit (p)(2)
PEARL MUTUAL FUNDS
Code of Ethics for Outside Trustees
(Effective __________, 2001)
The Investment Company Act and rules require that Pearl Mutual Funds (the
"Trust") establish standards and procedures for the detection and prevention of
certain conflicts of interest, including activities by which persons having
knowledge of the investments and investment intentions of the Trust might take
advantage of that knowledge for their own benefit. This Code of Ethics for
Outside Trustees has been adopted by the Trust to meet those concerns and legal
requirements.
The Trust's outside trustees are those members of the Trust's board who are not
affiliated with Pearl Management Company ("PMC"), are not officers of the Trust,
and are not otherwise "interested persons" of PMC. At the date of adoption of
this Code, the Trust's outside trustees are John W. Axel, Jeffrey R. Boeyink,
Douglas B. Coder, Dr. David N. DeJong, David L. Evans, and Robert W. Toborg.
Any questions about the Code or about the applicability of the Code to a
Personal Securities Transaction should be directed to Trust's President; or
counsel to the Trust.
I. STATEMENT OF PRINCIPLE
General Prohibitions. The Investment Company Act and rules make it illegal for
any person covered by the Code, directly or indirectly, in connection with the
purchase or sale of a security held or to be acquired by the Trust, to:
a. employ any device, scheme, or artifice to defraud the Trust;
b. make any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made, in light
of circumstances under which they are made, not misleading or in any
way mislead the Trust regarding a material fact;
c. engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon the Trust; or
d. engage in any manipulative practice with respect to the Trust.
<PAGE>
Personal Securities Transactions. The Code regulates Personal Securities
Transactions as a part of the effort by the Trust to detect and prevent conduct
that might violate the general prohibitions outlined above. A Personal
Securities Transaction is a transaction in a security in which the person
subject to this Code has a beneficial interest.
When the phrase "Personal Securities Transaction" is used in this Code, it means
Personal Securities Transaction as defined in these paragraphs.
Security is interpreted very broadly for this purpose, and includes any right to
acquire any security (an option or warrant, for example).
You have a beneficial interest in a security in which you have, directly or
indirectly, the opportunity to profit or share in any profit derived from a
transaction in the security, or in which you have an indirect interest,
including beneficial ownership by your spouse or minor children or other
dependents living in your household, or your share of securities held by a
partnership of which you are a general partner. Technically, the rules under
section 16 of the Securities Exchange Act of 1934 will be applied to determine
if you have a beneficial interest in a security (even if the security would not
be within the scope of section 16). Examples of beneficial interest are
attached as Appendix A.
In any situation where the potential for conflict exists, transactions for the
Trust must take precedence over any personal transaction. The people subject
to this Code owe a duty to the Trust and its shareholders to conduct their
Personal Securities Transactions in a manner which does not interfere with the
portfolio transactions of the Trust, otherwise take inappropriate advantage of
their relationship with the Trust, or create any actual or potential conflict of
interest between their interests and the interests of the Trust and its
shareholders.
Situations not specifically governed by this Code of Ethics will be resolved in
light of this general principle.
II. RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS
A. No Transactions with the Trust. No outside trustee shall knowingly
sell to or purchase from the Trust any security or other property,
except securities issued by the Trust.
B. No Conflicting Transactions. No outside trustee shall purchase or
sell any security (other than a security of an open-end investment
company) in which such person has or would thereby acquire a
beneficial interest which the person knows, or in the ordinary course
of fulfilling his duties as a trustee should know, is being purchased
or sold or considered for purchase or sale by the Trust until the
Trust's transactions have been completed or consideration of such
transactions has been abandoned. If an outside trustee has such
knowledge and is considering a transaction in that security, the
---
outside trustee is strongly encouraged to contact the President prior
to his transaction to verify that the Trust's transaction has been
completed or its consideration of such transaction has been abandoned.
2
<PAGE>
III. COMPLIANCE PROCEDURES
A. Reporting Personal Securities Transactions. An outside trustee shall
report to PMC's President, within ten days after the end of the
calendar quarter in which a reportable transaction occurs, any
Personal Securities Transaction, in a security other than a security
of an open-end investment company, in which the outside trustee, at
the time of the transaction, knew, or in the ordinary course of
fulfilling his duties as a trustee should have known, that on the day
of the transaction, or within 15 days before or after that day, a
purchase or sale of that security was made by or considered for the
Trust.
For example, if an outside trustee knows on the date of a purchase of
-----
a security (other than a security of an open-end investment company)
for his or her own account that the Trust purchased the same security
within 15 days before or after the outside trustee's purchase, the
outside trustee would be required to report his or her purchase
transaction to the President. No reporting requirement would exist,
however, if an outside trustee purchased a security for his or her own
account and subsequently, but within the 15-day reporting period,
learned that the Trust was considering a purchase of the same
security.
1. Time Reports are Due. Reports of Personal Securities Transactions
--------------------
required by this section shall be delivered to PMC's President
within 10 days after the end of the calendar quarter in which the
transaction occurred.
2. Content and Form of Reports. Reports of Personal Securities
---------------------------
Transactions may be in any form (including copies of transaction
confirmations or monthly brokerage statements) but must include
(i) the date of the transaction, (ii) the title, interest rate
and maturity date (if applicable), number of shares, and the
principal amount of each security involved; (iii) the nature of
the transaction (i.e., purchase, sale, gift, or other type of
acquisition or disposition); (iv) the price at which the
transaction was effected; (v) the name of the broker, dealer, or
bank with or through which the transaction was effected; (vi) the
name of the reporting person; and (vii) the date the report is
submitted.
B. Review of Transactions. PMC's President will review the reported
transactions of the outside trustees for any conflict or potential
conflict with the transactions of the Trust.
C. Certification of Compliance. Each outside trustee is required to
certify annually that he or she has read and understands the Code and
recognizes that he or she is subject to the Code, and that he or she
has reported all Personal Securities Transactions required to be
reported under the Code. To accomplish this, the Secretary of the
Trust shall annually distribute a copy of the Code and request
3
<PAGE>
certification. The Secretary shall be responsible for ensuring that
all personnel comply with the certification requirement.
D. Review by the Trust's Board. The officers of the Trust shall prepare
an annual report to the board of the Trust that:
1. summarizes existing procedures concerning personal investing and
any changes in those procedures during the past year;
2. describes issues that arose during the previous year under the
Code or procedures concerning personal investing, including but
not limited to information about material violations of the Code
and sanctions imposed;
3. certifies to the board that the Trust has adopted procedures
reasonably necessary to prevent its investment persons and access
persons from violating the Code; and
4. identifies any recommended changes in existing restrictions or
procedures based upon experience under the Code, evolving
industry practices, or developments in applicable laws or
regulations.
IV. EXEMPT TRANSACTIONS
The provisions of this Code are intended to restrict the personal investment
activities of the outside trustees only to the extent necessary to accomplish
the purposes of the Code. Therefore, the provisions of Sections II and III of
this Code shall not apply to:
A. Purchases or sales effected in any account over which the persons
subject to this Code have no direct or indirect influence or control;
B. Purchases or sales of:
1. U.S. government securities;
2. shares of open-end investment companies (mutual funds), including
but not limited to shares of any the Trust portfolio; and
3. bank certificates of deposit or commercial paper.
C. Purchases that are part of an automatic dividend reinvestment plan;
D. Purchases effected upon the exercise of rights issued by an issuer pro
rata to all holders of a class of securities to the extent such rights
were acquired from such issuer, and sales of such rights so acquired;
and
4
<PAGE>
E. Purchases or sales that receive the prior approval of the President
because they are not inconsistent with this Code or the provisions of
Rule 17j-1(a) under the Investment Company Act of 1940. A copy of
Rule 17j-1 is attached as Appendix B.
V. CONSEQUENCES FOR FAILURE TO COMPLY WITH THE CODE
Compliance with this Code of Ethics is a condition of retention of positions
with the Trust. The board of the Trust shall determine what action is
appropriate for any breach of the provisions of the Code by an outside board
member, which may include removal from the board.
Reports filed pursuant to the Code will be maintained in confidence but will be
reviewed by PMC or the Trust to verify compliance with the Code. Additional
information may be required to clarify the nature of particular transactions.
VI. RETENTION OF RECORDS
The Secretary of the Trust shall maintain the records listed below for a period
of five years at the Trust's principal place of business in an easily accessible
place:
A. a list of all persons subject to the Code during the period;
B. receipts signed by all persons subject to the Code acknowledging
receipt of copies of the Code and acknowledging that they are subject
to it;
C. a copy of each code of ethics that has been in effect at any time
during the period; and
D. a copy of each report filed pursuant to the Code and a record of any
known violation and action taken as a result thereof during the
period.
Adopted XX/XX/01
5
<PAGE>
PEARL MUTUAL FUNDS
Annual Code of Ethics Certification
I affirm that I have received a copy of this Code of Ethics and have read and
understand it. I will comply with the Code in all respects.
I further certify that I have reported all Personal Securities Transactions
required to be reported under the Code.
Date: ________________
______________________________
<PAGE>
Appendix A
Examples of Beneficial Interest
For purposes of the Code, you will be deemed to have a beneficial
interest in a security if you have the opportunity, directly or indirectly, to
profit or share in any profit derived from a transaction in the security.
Examples of beneficial ownership under this definition include:
. securities you own, no matter how they are registered, and including
securities held for you by others (for example, by a custodian or broker,
or by a relative, executor or administrator) or that you have pledged to
another (as security for a loan, for example);
. securities held by a trust of which you are a beneficiary (except that, if
your interest is a remainder interest and you do not have or participate in
investment control of trust assets, you will not be deemed to have a
beneficial interest in securities held by the trust);
. securities held by you as trustee or co-trustee, where either you or any
member of your immediate family (i.e., spouse, children or descendants,
stepchildren, parents and their ancestors, and stepparents, in each case
treating a legal adoption as blood relationship) has a beneficial interest
(using these rules) in the trust.
. securities held by a trust of which you are the settlor, if you have the
power to revoke the trust without obtaining the consent of all the
beneficiaries and have or participate in investment control;
. securities held by any partnership in which you are a general partner, to
the extent of your interest in partnership capital or profits;
. securities held by a personal holding company controlled by you alone or
jointly with others;
. securities held by (i) your spouse, unless legally separated, or you and
your spouse jointly, or (ii) your minor children or any immediate family
member of you or your spouse (including an adult relative), directly or
through a trust, who is sharing your home, even if the securities were not
received from you and the income from the securities is not actually used
for the maintenance of your household; or
. securities you have the right to acquire (for example, through the exercise
of a derivative security), even if the right is not presently exercisable,
or securities as to which, through any other type of arrangement, you
obtain benefits substantially equivalent to those of ownership.
You will not be deemed to have beneficial ownership of securities in the
following situations:
<PAGE>
Appendix A
. securities held by a limited partnership in which you do not have a
controlling interest and do not have or share investment control over the
partnership's portfolio; and
. securities held by a foundation of which you are a trustee and donor,
provided that the beneficiaries are exclusively charitable and you have no
right to revoke the gift.
These examples are not exclusive. There are other circumstances in which you
may be deemed to have a beneficial interest in a security. Any questions about
whether you have a beneficial interest should be directed to the President.
<PAGE>
APPENDIX B
(S) 270.17j-1 Personal investment activities of investment company personnel.
(a) Definitions. For purposes of this section:
(1) Access Person means:
(i) Any director, officer, general partner or Advisory Person of a
Fund or of a Fund's investment adviser.
(A) If an investment adviser is primarily engaged in a business
or businesses other than advising Funds or other advisory
clients, the term Access Person means any director, officer,
general partner or Advisory Person of the investment adviser
who, with respect to any Fund, makes any recommendation,
participates in the determination of which recommendation
will be made, or whose principal function or duties relate
to the determination of which recommendation will be made,
or who, in connection with his or her duties, obtains any
information concerning recommendations on Covered Securities
being made by the investment adviser to any Fund.
(B) An investment adviser is "primarily engaged in a business or
businesses other than advising Funds or other advisory
clients" if, for each of its most recent three fiscal years
or for the period of time since its organization, whichever
is less, the investment adviser derived, on an
unconsolidated basis, more than 50 percent of its total
sales and revenues and more than 50 percent of its income
(or loss), before income taxes and extraordinary items, from
the other business or businesses.
(ii) Any director, officer or general partner of a principal
underwriter who, in the ordinary course of business, makes,
participates in or obtains information regarding, the purchase or
sale of Covered Securities by the Fund for which the principal
underwriter acts, or whose functions or duties in the ordinary
course of business relate to the making of any recommendation to
the Fund regarding the purchase or sale of Covered Securities.
(2) Advisory Person of a Fund or of a Fund's investment adviser means:
(i) Any employee of the Fund or investment adviser (or of any company
in a control relationship to the Fund or investment adviser) who,
in connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase or
sale of Covered Securities by a Fund, or whose functions relate
to the making of any recommendations with respect to the
purchases or sales; and
(ii) Any natural person in a control relationship to the Fund or
investment adviser who obtains information concerning
recommendations made to the Fund with regard to the purchase or
sale of Covered Securities by the Fund.
(3) Control has the same meaning as in section 2(a)(9) of the Act [15
U.S.C. 80a-2(a)(9)].
(4) Covered Security means a security as defined in section 2(a)(36) of
the Act [15 U.S.C. 80a-2(a)(36)], except that it does not include:
(i) Direct obligations of the Government of the United States;
<PAGE>
(ii) Bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt
instruments, including repurchase agreements; and
(iii) Shares issued by open-end Funds.
(5) Fund means an investment company registered under the Investment
Company Act.
(6) An Initial Public Offering means an offering of securities
registered under the Securities Act of 1933 [15 U.S.C. 77a], 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 [15 U.S.C. 78m or 78o(d)].
(7) Investment Personnel of a Fund or of a Fund's investment adviser
means:
(i) Any employee of the Fund or investment adviser (or of any
company in a control relationship to the Fund or investment
adviser) who, in connection with his or her regular
functions or duties, makes or participates in making
recommendations regarding the purchase or sale of
securities by the Fund.
(ii) Any natural person who controls the Fund or investment
adviser and who obtains information concerning
recommendations made to the Fund regarding the purchase or
sale of securities by the Fund.
(8) A 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) [15 U.S.C. 77d(2) or 77d(6)] or pursuant to
rule 504, rule 505, or rule 506 [17 CFR 230.504, 230.505, or
230.506] under the Securities Act of 1933.
(9) Purchase or sale of a Covered Security includes, among other
things, the writing of an option to purchase or sell a Covered
Security.
(10) Security Held or to be Acquired by a Fund means:
(i) Any Covered Security which, within the most recent 15 days:
(A) Is or has been held by the Fund; or
(B) Is being or has been considered by the Fund or its
investment adviser for purchase by the Fund; and
(ii) Any option to purchase or sell, and any security
convertible into or exchangeable for, a Covered Security
described in paragraph (a)(10)(i) of this section.
(b) Unlawful Actions. It is unlawful for any affiliated person of or principal
underwriter for a Fund, or any affiliated person of an investment adviser
of or principal underwriter for a Fund, in connection with the purchase or
sale, directly or indirectly, by the person of a Security Held or to be
Acquired by the Fund:
(1) To employ any device, scheme or artifice to defraud the Fund;
(2) To make any untrue statement of a material fact to the Fund or omit to
state a material fact necessary in order to make the statements made
to the Fund, in light of the circumstances under which they are made,
not misleading;
<PAGE>
(3) To engage in any act, practice or course of business that operates or
would operate as a fraud or deceit on the Fund; or
(4) To engage in any manipulative practice with respect to the Fund.
(c) Code of Ethics.
(1) Adoption and Approval of Code of Ethics.
(i) Every Fund (other than a money market fund or a Fund that does
not invest in Covered Securities) and each investment adviser of
and principal underwriter for the Fund, must adopt a written
code of ethics containing provisions reasonably necessary to
prevent its Access Persons from engaging in any conduct
prohibited by paragraph (b) of this section.
(ii) The board of directors of a Fund, including a majority of
directors who are not interested persons, must approve the code
of ethics of the Fund, the code of ethics of each investment
adviser and principal underwriter of the Fund, and any material
changes to these codes. The board must base its approval of a
code and any material changes to the code on a determination
that the code contains provisions reasonably necessary to
prevent Access Persons from engaging in any conduct prohibited
by paragraph (b) of this section. Before approving a code of a
Fund, investment adviser or principal underwriter or any
amendment to the code, the board of directors must receive a
certification from the Fund, investment adviser or principal
underwriter that it has adopted procedures reasonably necessary
to prevent Access Persons from violating the investment
adviser's or principal underwriter's code of ethics. The Fund's
board must approve the code of an investment adviser or
principal underwriter before initially retaining the services of
the investment adviser or principal underwriter. The Fund's
board must approve a material change to a code no later than six
months after adoption of the material change.
(iii) If a Fund is a unit investment trust, the Fund's principal
underwriter or depositor must approve the Fund's code of ethics,
as required by paragraph (c)(1)(ii) of this section. If the Fund
has more than one principal underwriter or depositor, the
principal underwriters and depositors may designate, in writing,
which principal underwriter or depositor must conduct the
approval required by paragraph (c)(1)(ii) of this section, if
they obtain written consent from the designated principal
underwriter or depositor.
(2) Administration of Code of Ethics.
(i) The Fund, investment adviser and principal underwriter must use
reasonable diligence and institute procedures reasonably
necessary to prevent violations of its code of ethics.
(ii) No less frequently than annually, every Fund (other than a unit
investment trust) and its investment advisers and principal
underwriters must furnish to the Fund's board of directors, and
the board of directors must consider, a written report that:
(A) Describes any issues arising under the code of ethics or
procedures since the last report to the board of directors,
including, but not limited to, information about material
violations of the code or procedures and sanctions imposed
in response to the material violations; and
(B) Certifies that the Fund, investment adviser or principal
underwriter, as applicable, has adopted procedures
reasonably necessary to prevent Access Persons from
violating the code.
<PAGE>
(3) Exception for Principal Underwriters. The requirements of paragraphs
(c)(1) and (c)(2) of this section do not apply to any principal
underwriter unless:
(i) The principal underwriter is an affiliated person of the Fund or
of the Fund's investment adviser; or
(ii) An officer, director or general partner of the principal
underwriter serves as an officer, director or general partner of
the Fund or of the Fund's investment adviser.
(d) Reporting Requirements of Access Persons.
(1) Reports Required. Unless excepted by paragraph (d)(2) of this section,
every Access Person of a Fund (other than a money market fund or a
Fund that does not invest in Covered Securities) and every Access
Person of an investment adviser of or principal underwriter for the
Fund, must report to that Fund, investment adviser or principal
underwriter:
(i) Initial Holdings Reports. No later than 10 days after the person
becomes an Access Person, 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 name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities 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 that the report is submitted by the Access Person.
(ii) Quarterly Transaction Reports. No later than 10 days after the
end of a calendar quarter, the following information:
(A) With respect to any transaction during the quarter in a
Covered Security in which the Access Person had any direct
or indirect beneficial ownership:
(1) The date of the transaction, the title, the interest
rate and maturity date (if applicable), the number of
shares and the principal amount of each Covered
Security involved;
(2) The nature of the transaction (i.e., purchase, sale or
any other type of acquisition or disposition);
(3) The price of the Covered Security at which the
transaction was effected;
(4) The name of the broker, dealer or bank with or through
which the transaction was effected; and
(5) The date that the report is submitted by the Access
Person.
(B) With respect to any account established by the Access Person
in which any securities were held during the quarter for the
direct or indirect benefit of the Access Person:
<PAGE>
(1) The name of the broker, dealer or bank with whom the
Access Person established the account;
(2) The date the account was established; and
(3) The date that the report is submitted by the Access
Person.
(iii) Annual Holdings Reports. Annually, the following information
(which information must be current as of a date no more than 30
days before the report is submitted):
(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;
(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; and
(C) The date that the report is submitted by the Access Person.
(2) Exceptions from Reporting Requirements.
(i) A person need not make a report under paragraph (d)(1) of this
section with respect to transactions effected for, and Covered
Securities held in, any account over which the person has no
direct or indirect influence or control.
(ii) A director of a Fund who is not an "interested person" of the
Fund within the meaning of section 2(a)(19) of the Act [15
U.S.C. 80a-2(a)(19)], and who would be required to make a report
solely by reason of being a Fund director, need not make:
(A) An initial holdings report under paragraph (d)(1)(i) of this
section and an annual holdings report under paragraph
(d)(1)(iii) of this section; and
(B) A quarterly transaction report under paragraph (d)(1)(ii) of
this section, unless the director knew or, in the ordinary
course of fulfilling his or her official duties as a Fund
director, should have known that during the 15-day period
immediately before or after the director's transaction in a
Covered Security, the Fund purchased or sold the Covered
Security, or the Fund or its investment adviser considered
purchasing or selling the Covered Security.
(iii) An Access Person to a Fund's principal underwriter need not make
a report to the principal underwriter under paragraph (d)(1) of
this section if:
(A) The principal underwriter is not an affiliated person of the
Fund (unless the Fund is a unit investment trust) or any
investment adviser of the Fund; and
(B) The principal underwriter has no officer, director or
general partner who serves as an officer, director or
general partner of the Fund or of any investment adviser of
the Fund.
(iv) An Access Person to an investment adviser need not make a
quarterly transaction report to the investment adviser under
paragraph (d)(1)(ii) of this section if all the information in
the report would duplicate information required to be recorded
under (S)(S) 275.204-2(a)(12) or 275.204-2(a)(13) of this
chapter.
<PAGE>
(v) An Access Person need not make a quarterly transaction report
under paragraph (d)(1)(ii) of this section if the report would
duplicate information contained in broker trade confirmations or
account statements received by the Fund, investment adviser or
principal underwriter with respect to the Access Person in the
time period required by paragraph (d)(1)(ii), if all of the
information required by that paragraph is contained in the broker
trade confirmations or account statements, or in the records of
the Fund, investment adviser or principal underwriter.
(3) Review of Reports. Each Fund, investment adviser and principal
underwriter to which reports are required to be made by paragraph
(d)(1) of this section must institute procedures by which appropriate
management or compliance personnel review these reports.
(4) Notification of Reporting Obligation. Each Fund, investment adviser
and principal underwriter to which reports are required to be made by
paragraph (d)(1) of this section must identify all Access Persons who
are required to make these reports and must inform those Access
Persons of their reporting obligation.
(5) Beneficial Ownership. For purposes of this section, beneficial
ownership is interpreted in the same manner as it would be under (S)
240.16a-1(a)(2) of this chapter in determining whether a person is the
beneficial owner of a security for purposes of section 16 of the
Securities Exchange Act of 1934 [15 U.S.C. 78p] and the rules and
regulations thereunder. Any report required by paragraph (d) of this
section may contain a statement that the report will not be construed
as an admission that the person making the report has any direct or
indirect beneficial ownership in the Covered Security to which the
report relates.
(e) Pre-approval of Investments in IPOs and Limited Offerings. Investment
Personnel of a Fund or its investment adviser must obtain approval from the
Fund or the Fund's investment adviser before directly or indirectly
acquiring beneficial ownership in any securities in an Initial Public
Offering or in a Limited Offering.
(f) Recordkeeping Requirements.
(1) Each Fund, investment adviser and principal underwriter that is
required to adopt a code of ethics or to which reports are required to
be made by Access Persons must, at its principal place of business,
maintain records in the manner and to the extent set out in this
paragraph (f), and must make these records available to the Commission
or any representative of the Commission at any time and from time to
time for reasonable periodic, special or other examination:
(A) A copy of each code of ethics for the organization that is in
effect, or at any time within the past five years was in effect,
must be maintained in an easily accessible place;
(B) A record of any violation of the code of ethics, and of any
action taken as a result of the violation, must be maintained in
an easily accessible place for at least five years after the end
of the fiscal year in which the violation occurs;
(C) A copy of each report made by an Access Person as required by
this section, including any information provided in lieu of the
reports under paragraph (d)(2)(v) of this section, must be
maintained for at least five years after the end of the fiscal
year in which the report is made or the information is provided,
the first two years in an easily accessible place;
(D) A record of all persons, currently or within the past five years,
who are or were required to make reports under paragraph (d) of
this section, or who are or were responsible for reviewing these
reports, must be maintained in an easily accessible place; and
<PAGE>
(E) A copy of each report required by paragraph (c)(2)(ii) of this
section must be maintained for at least five years after the end
of the fiscal year in which it is made, the first two years in an
easily accessible place.
(2) A Fund or investment adviser must maintain a record of any decision,
and the reasons supporting the decision, to approve the acquisition by
investment personnel of securities under paragraph (e), for at least
five years after the end of the fiscal year in which the approval is
granted.
