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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 24
File No. 811-1144
THE FINANCE COMPANY OF PENNSYLVANIA
226 Walnut Street
Philadelphia, Pennsylvania 19106
215-351-4778
Mr. Charles E. Mather III, President
226 Walnut Street
Philadelphia, Pennsylvania 19106
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THE FINANCE COMPANY OF PENNSYLVANIA
CONTENTS OF FORM N-1A
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PART A INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Front and Back Cover Pages 1
Item 2. Risk/Return Summary: Investments, Risks and Performance 1
Item 3. Risk/Return Summary: Fee Table 1
Item 4. Investment Objectives, Principal Investment Strategies and
Related Risks 1
Item 5. Management's Discussion of Fund Performance 2
Item 6. Management, Organization and Capital Structure 2
Item 7. Shareholder Information 3
Item 8. Distribution Arrangements 3
Item 9. Financial Highlights Information 3
PART B INFORMATION REQUIRED IN A STATEMENT OF
ADDITIONAL INFORMATION
Item 10. Cover Page and Table of Contents 4
Item 11. Fund History 5
Item 12. Description of the Fund and Its Investments and Risks 5
Item 13. Management of the Fund 8
Item 14. Control Persons and Principal Holders of Securities 9
Item 15. Investment Advisory and Other Services 10
Item 16. Brokerage Allocation and Other Practices 11
Item 17. Capital Stock and Other Securities 12
Item 18. Purchase, Redemption, and Pricing of Shares 12
Item 19. Taxation of the Fund 13
Item 20. Underwriters 13
Item 21. Calculation of Performance Data 13
Item 22. Financial Statements 14
PART C OTHER INFORMATION
Item 23. Exhibits 27
Item 24. Persons Controlled by or Under Common Control with
the Fund 27
Item 25. Indemnification 27
Item 26. Business and Other Connections of the Investment Adviser 28
Item 27. Principal Underwriters 28
Item 28. Location of Accounts and Records 28
Item 29. Management Services 28
Item 30. Undertakings 28
SIGNATURES
EXHIBIT INDEX
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THE FINANCE COMPANY OF PENNSYLVANIA
FORM N-1A
The Finance Company of Pennsylvania (the "Company") does not sell its shares and
thus, does not prepare a prospectus. The Company does, however, hold itself
ready to redeem any of its outstanding shares at net asset values as determined
on the day of final tender of the shares or on the next day on which the New
York Stock Exchange is open.
PART A
Item 1. Front and Back Cover Pages - NOT REQUIRED
Item 2. Risk/Return Summary: Investments, Risks and Performance - NOT REQUIRED
Item 3. Risk/Return Summary: Fee Table - NOT REQUIRED
Item 4. Investment Objectives, Principal Investment Strategies and Related
Risks
The business purposes of the Company, as set forth in its Articles of
Incorporation, are to own, purchase and sell securities of business
enterprises of any nature whatsoever; to own, hold, use, purchase and
sell real and personal property of any nature whatsoever as principal
and not as agent; and to carry on the business of an open-end
investment company, as defined under the provisions of the Pennsylvania
Business Corporation Law (as in effect on December 29, 1961). The
Company's investment objective in carrying out its business as an
investment company is to seek long-term appreciation of its
shareholders' capital. Further reference is made to Item 12 of Part B
of this Registration Statement for a description of its investment
policies.
The Company invests primarily in common stocks. It also invests in U.S.
Treasury notes and bills and registered money market funds as a
liquidity technique to cover redemptions and as a temporary investment
pending a decision to redeploy the proceeds of securities that were
sold.
The authority to make, alter, amend or repeal these objectives is
vested in the Board of Directors, subject to the power of the
stockholders to approve such action. Item 12 of Part B identifies the
investment policies of the Company which require stockholder approval
to change.
The Board of Directors of the Company oversees the investment of its
assets in order to preserve capital and produce income for the
stockholders. The Board utilizes the services of Cooke & Bieler, Inc.
to assist with the investment of a portion of its equity holdings. The
Board does not rely on Cooke & Bieler with respect to several of the
Company's holdings - PNC Bank Corp., Penn Virginia Corporation and
Pennsylvania Warehousing and Safe Deposit Company, the international
and small cap mutual funds in which the Company invests and the money
market funds, Treasury Notes and other short term investments used for
the Company's liquidity needs, such as redemptions, dividends and
taxes. Cooke & Bieler's style can be characterized as value oriented,
and thus the overall
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approach of the Company to its portfolio may also be characterized as a
value style. The Company does not engage in active trading; on the
contrary, it makes a value judgment on the worth of an organization and
tends to hold the security for a long term. The Board considers its
investment approach to be conservative, and thus the risks are those
risks generally applicable to the equity markets. It has limited (under
10% in the aggregate) exposure to international securities and small
cap securities which may involve more risks than the broad market.
Also, as explained in Item 12 of Part B, it has had a significant
portion invested in PNC Bank Corp. and thus is subject to the risks
inherent in investing in banking institutions and having a significant
portion (approximately 33%) of assets committed to one security.
Risks of Non-Diversification and Concentration in Banking Industry. The
Company is subject to the risk of being diversified in only a portion
of its portfolio. The Company has held shares of PNC Bank Corp. and its
predecessors for over 40 years. Its holdings in PNC stock amounts to
approximately 39% of its portfolio. While the rest of its portfolio is
diversified among various sectors, because of the concentration in PNC
Stock, the Company is subject to the risk that the banking industry and
financial services sector generally will underperform the broader
market, as well as the risk that issuers in that sector will be
impacted by market conditions, legislative or regulatory changes or
competition. The Company may also be more susceptible to changes in
interest rates and other market and economic factors that affect
financial services firms, including the effect of interest rate changes
on the share prices of those financial service firms.
Equity Risk. Since it purchases primarily equity securities, the
Company is subject to the risk that stock prices will fall over short
or extended periods of time. Historically, the equity markets have
moved in cycles, and the value of the Company's equity securities may
fluctuate drastically from day-to-day. Individual companies may report
poor results or be negatively affected by industry and/or economic
trends and developments. The prices of securities issued by such
companies may suffer a decline in response. These factors contribute to
price volatility which is a principal risk of owning shares in the
Company.
Item 5. Management's Discussion of Fund Performance - NOT REQUIRED
Item 6. Management, Organization and Capital Structure
The Directors of the Company consist of five individuals, three of whom
are not "interested persons" of the Company as defined in the
Investment Company Act of 1940. The Directors of the Company are
responsible for the overall supervision of the operations of the
Company and perform the various duties imposed on the Directors of
investment companies by the Investment Company Act of 1940.
The Company's investment adviser is Cooke & Bieler, Inc., Philadelphia,
Pennsylvania, 19103. Cooke & Bieler is retained to furnish reports,
statistical and research services, and advise and make recommendations
with respect to the Company's portfolio of securities and investments.
Cooke & Bieler is paid an annual fee equal to .5% of monthly portfolio
value less the value of certain investments as to which it has no
investment responsibility.
United Missouri Bank, N.A. is the Company's Custodian. The Company acts
as its own transfer agent, dividend paying agent, and registrar.
Total expenses for the Company during 1999 were $448,729 or .77% of
average net assets.
The authorized capital stock of the Company consists of 232,000 shares
of capital stock, par value $10 each. Each share has equal dividend,
distribution and liquidation rights. All dividends and distributions
are payable in cash. Each holder of capital stock has one vote for each
share held. Voting rights are cumulative for directors. The registrant
met the requirements of Subchapter M of the Internal Revenue Code
during the last fiscal year and does not anticipate any change in such
status. The Company has adopted the policy of paying out in dividends
each year substantially all net investment income. The Company pays the
applicable Federal capital gains tax for shareholders and retains the
net
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balance for reinvestment, except to the extent that such gains are
considered distributed to redeeming shareholders. Shareholder inquiries
should be directed to the Company by writing or telephoning the Company
at the address or telephone number indicated on the cover of this
statement.
Item 7. Shareholder Information
Shares of the Company may be redeemed by mail by writing directly to
the Company. The redemption request must be signed exactly as the
shareholder's name appears on the form of registration and must include
the account number. If shares are owned by more than one person, the
redemption request must be signed by all owners exactly as their names
appear in the registration. Stock certificates must be tendered along
with the signed redemption request. Shares are generally redeemed for
cash, but under certain circumstances may be redeemed in kind.
Dividends, Distribution and Tax Information. Income dividends are
normally declared and paid quarterly and a net capital gain
distribution is normally declared in December each year and paid in the
following January for the preceding year.
The Company has elected to be taxed as a regulated investment company
meeting the requirements of the Internal Revenue Code, Subchapter M.
As such, the Company has adopted the policy of paying out in dividends
each year substantially all net investment income. Consistent with
existing policy, the Company pays the applicable Federal capital gains
tax for shareholders and retains the net balance for reinvestment,
except to the extent that such gains are considered to have been
distributed to redeeming shareholders. Each year the Company advises
its stockholders the amount of capital gains taxes paid which is
attributable to them, and they may claim a credit for this amount on
their federal income tax returns.
The net asset value per share of the Company is computed by dividing
the total value of the assets of the Company, less its liabilities, by
the total number of outstanding shares. Computations are made in
accordance with generally accepted accounting principles, valuing each
listed security at its last sale price on the day on which the
determination is made, or if no price is available, the latest bid
price is used. Securities traded over-the-counter are valued at the
mean of the latest available bid and asked prices. Securities for
which market quotations are not readily available, such as The
Pennsylvania Warehousing and Safe Deposit Company, are valued at fair
value as determined in good faith by the Board of Directors.
Item 8. Distribution Arrangements
a) Sales Loads - None.
b) Rule 12b-1 Fees - None.
c) Multiple Class and Master-Feeder Funds - Not applicable.
Item 9. Financial Highlights Information - NOT REQUIRED.
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PART B
FINANCE COMPANY OF PENNSYLVANIA
STATEMENT OF ADDITIONAL INFORMATION
April 28, 2000
The Finance Company of Pennsylvania (the "Company") does not sell its shares and
thus, does not prepare a prospectus. This Statement of Additional Information is
not a Prospectus. It should be read in conjunction with Part A of this
Registration Statement. Copies of the Registration Statement may be obtained by
writing to The Finance Company of Pennsylvania, 226 Walnut Street, Philadelphia,
Pennsylvania 19106.
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Table of Contents Page
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Fund History 5
Description of the Fund and Its Investment and Risks 5
Management of the Fund 8
Control Persons and Principal Holders of Securities 9
Investment Advisory and Other Services 10
Brokerage Allocation and Other Practices 11
Capital Stock and Other Securities 12
Purchase, Redemption and Pricing of Shares 12
Taxation of the Fund 13
Underwriters 13
Calculation of Performance Data 13
Financial Statements 14
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Item 11. Fund History
The Company was organized as a corporation by a special act of
the General Assembly of the Commonwealth of Pennsylvania,
approved May 12, 1871.
The Company, until December 29, 1961, carried on its business
under a special charter granted by the General Assembly of the
Commonwealth of Pennsylvania, approved May 12, 1871. Until
December 29, 1961, it was engaged in the business of banking;
it also held certain investments and parcels of real estate.
On December 29, 1961, it filed Articles of Amendment with the
Bureau of Corporations, Commonwealth of Pennsylvania, amending
its charter to permit it to act as an open-end investment
company; and on that date an agreement with the Secretary of
Banking of the Commonwealth of Pennsylvania was entered into
under which the Commonwealth recognized that the was no longer
engaged in the banking business.
Item 12. Description of the Fund and Its Investments and Risks
(a) Classification. The Company is a nondiversified,
open-end investment company.
(b) Investment Strategies and Risks. None except as
described in Item 4.
(c) Policies. In addition to the investment objectives
and policies set forth under Item 4 of Part A, the
Company has adopted the following policies relating
to the investment of its assets and its activities,
which are fundamental policies and may not be changed
without the approval of the holders of a majority of
the Company's outstanding voting securities as
defined in the Investment Company Act of 1940.
Fundamental Policies of the Company:
i) The issuance of senior securities: the
Company has not issued any senior
securities, and it does not propose to issue
any senior securities.
ii) The borrowing of money: the Company has not
borrowed money, and it does not propose to
borrow money.
iii) The underwriting of securities of other
issuers: the Company has not underwritten
securities of other issuers, and it does not
propose to underwrite securities of other
issuers.
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iv) The concentration of investments in particular
industries: Consistent with its policy to diversify
its investments among various industries, the Company
will nonetheless concentrate its investments in the
banking industry. The Company has held shares of PNC
Bank Corp. for many years but has no intention of
increasing the number of shares it owns. Because of
the growth in the market value of its PNC Bank
stock relative to the market value of its other
holdings, PNC Bank represented as of the end of its
most recent year more than 25% of the assets in its
portfolio. On this basis alone, the Company may be
deemed to be concentrating in the banking industry.
The Company may determine that attractive
opportunities exist to purchase securities in other
banking organizations. In no event, however, will the
Company invest more than 50% of its assets at any
time in the banking industry.
v) The purchase and sale of real estate or commodities:
the Company has neither purchased nor sold
commodities, commodity contracts or real estate, nor
does it propose to do so in the future.
vi) Making loans: The Company does not make loans.
vii) Other Policies: The Company reserves freedom of
action to, and from time to time, may invest in any
type of security or property whatever, to the extent
permitted by law. It is the policy of the Company to
engage as its principal activity in the business of
investing and reinvesting its capital in a widely
diversified portfolio of securities with a view to
holding those which appear to offer sound
possibilities of current income and future growth of
principal. To the extent that the Company presently
owns securities of various corporations, it is its
policy to retain those investments, adding to them if
deemed advisable by the Board of Directors, so long
as they appear to meet the criteria set forth above.
The Company may write call options on securities it
owns, up to 5% of its total assets. A call option on
a security gives the purchaser of the option the
right to buy, and the writer of the option the
obligation to sell, the underlying security at any
time during the option period. The premium paid to
the writer is the consideration for undertaking the
obligations under the option contract. The initial
purchase (sale) of an option contract is an "opening
transaction." In order to close out an option
position, the Company may enter into a "closing
transaction," which is simply the sale (purchase) of
an option contract on the same security with
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the same exercise price and expiration date as the
option contract originally opened. If the Company is
unable to effect a closing transaction with respect
to an option it has written, it will not be able to
sell the underlying security until the option expires
or the Company delivers the security upon exercise.
The Company may write covered call options as a means
of increasing the yield on its assets and as a means
of providing limited protection against decreases in
its market value. When the Company sells an option,
if the underlying securities do not increase or
decrease to a price level that would make the
exercise of the option profitable to the holder
thereof, the option generally will expire without
being exercised, and the Company will realize as
profit the premium received for such option. When a
call option written by the Company is exercised, the
Company will be required to sell the underlying
securities to the option holder at the strike price,
and will not participate in any increase in the price
of such securities above the strike price.
Except as described above as to covered call options,
the Company will not write or purchase options,
including puts, calls, straddles, spreads or any
combination thereof. Nor will the Company purchase or
sell commodities, commodity contracts, oil, gas or
mineral exploration or development programs, or real
estate (although investments in marketable securities
or companies engaged in such activities are not
precluded in this restriction).
The Company may invest in bonds, preferred stocks and
common stocks of other issuers. It reserves the right
to invest in such securities in any proportion deemed
advisable by its Board of Directors.
The Company may invest no more than 25% of its assets
in the securities of any one issuer, based on a
valuation of its assets at the time of any investment
in such securities.
It is not the policy of the Company to invest in
companies for the purpose of exercising control or
management.
The Company reserves the right to invest in
securities of other investment companies if deemed
advisable by its Board of Directors, within the
limits prescribed by the Investment Company Act of
1940.
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(d) Temporary Defensive Position. The Board has no
policy with respect to taking temporary defensive
positions that are inconsistent with the
Company's principal investment strategies as
described in Item 4.
(e) Portfolio Turnover. The Company has no
restrictions upon portfolio turnover of its
investments. However, it is not the Company's
policy to engage in portfolio transactions with
the objective of seeking profits from short-term
trading. It does reserve the right, if deemed
advisable or necessary by its Board of Directors,
to sell any asset at any time, regardless of the
holding period.
Item 13. Management of the Fund
Listed below are the Directors of the Company and the date at which
they first became a Director of the Company. The persons indicated by
the * are Directors who are or may be deemed to be "interested persons"
of the Company as defined in the Investment Company Act of 1940.
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Name and Year
First Became Director Principal Occupation
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Charles E. Mather, III* (1981) President of the Company; he is President
and Director of Mather & Co. (insurance
brokers), with which he has been associated
for more than five years; President of
Philadelphia Belt Line Railroad Co.; Director
of Christiana Bank & Trust Company, Greenville,
DE and Addison Capital Shares, Inc., an
investment company. He is 65 years old.
Frank A. Wood, Jr.* (1975) Secretary/Treasurer of the Company; retired as
Vice President, Provident National Bank on
August 1, 1986, with which he had been
associated for more than five years; President
and Director, Pennsylvania Warehousing and
Safe Deposit Company, an affiliate as defined in
the Investment Company Act of 1940. He is 79
years old.
Jonathan D. Scott (1990) Senior Vice President, PNC Bank Corp., with
which he has been associated since June 1985;
he is also a Director of the Pennsylvania
Warehousing and Safe Deposit Company. He is
47 years old.
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Name and Year
First Became Director Principal Occupation
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Herbert S. Riband, Jr. (1994) Of counsel to the Law firm Saul, Ewing, Remick &
Saul since 1971. He is 63 years old.
Shaun F. O'Malley (1996) Chairman Emeritus Price Waterhouse LLP;
retired June 30, 1995 as Chairman of Price
Waterhouse World Organization and U.S. Firm,
with which he had been associated for more
than five years; Director of The Philadelphia
Contributionship, Horace Mann Educators Corp.,
Vlasic Foods International, Coty, Inc. and Regulus
Group LLC. He is 64 years old.
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The Company pays each Director who is not a salaried officer an annual
fee and a fee for each meeting of the Board and each meeting of the
Executive Committee and Audit Committee actually attended. Aggregate
remuneration for all officers and directors as a group (7 persons)
during the year was $165,625, including $47,375 paid to directors who
were not salaried officers of the Company. The Company rented office
space from Mr. Mather's employer, Mather & Co., for an annual rent of
$5,400. The Board, with Mr. Mather abstaining, approved such rental
payments as being in the Company's best interests.
The aggregate compensation paid by the Company to each of its directors
for the fiscal year ended December 31, 1999 is set forth in the table
below. None of the Company's directors is a director of any other
investment company in a "fund complex" with the Company (that is, an
investment company that receives investment advisory services from the
Company's investment adviser or any affiliated person of the Company's
investment adviser).
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Name Aggregate Compensation from the Company
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Charles E, Mather, III $64,600 1/
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Frank A. Wood, Jr. $10,750
Jonathan D. Scott $11,375 2/
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Herbert S. Riband, Jr. $12,625
Shaun F. O'Malley $12,625
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1/ Mr. Mather receives no compensation for serving as director of
the Company.
2/ Mr. Scott's compensation is paid to his employer.
Code of Ethics. The Company and its investment adviser, Cooke & Bieler,
Inc., have adopted Codes of Ethics pursuant to Rule 17j-1, copies of which are
contained in Exhibit (p) to this Registration Statement. The Company's Code does
not prohibit the investment by persons subject to the Code in securities that
may be purchased by the Company. However, any such purchase is subject to
preclearance procedures.
Item 14. Control Persons and Principal Holders of Securities
As of February 7, 2000, the following stockholders were
beneficial owners, having voting and investment power, or
sharing voting and investment power, of more than 5% of the
capital stock of the Company.
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TITLE OF NAME AND ADDRESS OF BENEFICIAL OWNER NO. OF PERCENT OF
CLASS SHARES CLASS
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Common PNC Bank, sole trustee of various trusts, P.O. Box 7648, 29,356 53.63%
Philadelphia, PA 19101
Common PNC Bank, as co-trustee, custodian or adviser/agent of other 8,526 15.55%
accounts, P. O. Box 7648, Philadelphia, PA 19101
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While PNC Bank has the power to vote over 25% of the Company's
outstanding shares and this falls within the definition of
"control person," it may exercise the voting power only as a
fiduciary to the many individual trusts of which it is trustee
or co-trustee. Accordingly, the Company does not believe PNC
Bank is actually a controlling person.
Management Ownership. The aggregate amount of shares owned by
the officers and directors of the Company is less than 1%.
Item 15. Investment Advisory and Other Services
The Company's Investment Adviser, Cooke & Bieler, Inc., is
retained to furnish reports, statistical and research
services, and advice and recommendations with respect to the
Company's portfolio of securities and investments. Investment
decisions are made by the Company. Cooke & Bieler is not a
broker and therefore the Investment Advisory Contract provides
that, with the approval of the Company's management, Cooke &
Bieler may select such brokers, from time to time, as may
appear to be in the best interest of the Company.
The Investment Advisory Contract, unless terminated, continues
until April 30 of each year, provided that such continuance is
specifically approved at least annually either by the Board of
Directors of the Company or by the vote of a majority of the
Company's outstanding shares and, in either case, by the vote
of a majority of the Company's directors who are not parties
to the contract or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on
such approval. The contract may be terminated at any time
without penalty by either party on sixty (60) days' written
notice and will automatically terminate in the event of any
assignment. No director of the Company is an interested party
of Cooke & Bieler.
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Under the contract the Company agrees to pay monthly to the
Investment Adviser a fee equal to one-twelfth (1/12) of
fifty one hundredths of one percent (.5%) of the monthly
portfolio value of the Company (an aggregate of fifty one
hundredths of one percent (.5%) per year), it being agreed
that in the determination of monthly portfolio value, there
shall not be included the holdings of the Company in PNC
Bank Corp. (formerly PNC Financial Corporation),
Pennsylvania Warehousing & Safe Deposit Company and Penn
Virginia Corporation, their successors, United States
Treasury Notes and Bonds, and such other holdings as may be
mutually agreed upon by the Company and the Investment
Adviser. The exclusion of these holdings is appropriate as
they are all holdings either without any regular trading
market or without an active regular market and/or with
respect to each of which the officers and directors have
particularly close knowledge.
The total dollar amount paid by the Company under the
investment advisory contract for the last three years was
$119,670, $123,293 and $123,298.
Item 16. Brokerage Allocation and Other Practices
During the past year the Company had transactions in the
ordinary course of business with respect to its
investments. Brokerage commissions in connection with the
purchase and sale of securities for the Company's portfolio
during the years 1997, 1998 and 1999 amounts to $12,836,
$11,586 and $8,641 respectively. The Company has been
advised that certain brokers who receive commissions from
the Company in connection with such transactions make
statistical and research services available to the
Investment Adviser. Such services consist of items such as
basic reports on specific companies, quarterly updates on
specific companies, statistical analyses of a specific
industry, reports on the outlook for a particular industry,
economic analyses of the domestic and foreign economies and
analyses of standard portfolios (for example,
diversification and beta factors) and reports of economic
statistics. To the extent that they have value, these
services may benefit not only the Company but also the
Investment Adviser and its other clients. However, the
expenses of the Company will not necessarily be reduced as
a result of the receipt of such services. The Company has
been further advised that it is the policy of the
Investment Adviser to recommend for transactions of the
Company those brokers who in its judgment will provide the
best price and execution. In reaching its decision, the
Investment Adviser considers such factors as the rate of
commission to be paid by the Company with rates paid by
other institutional investors, the price of the security,
the size, type and difficulty of the transaction and the
brokers' general execution and operational facilities.
Consistent with the overall policy of obtaining the best
price and execution, the Company may from time to time pay
brokerage commissions in excess of those which another
broker might have charged in effecting the same transaction
in recognition of the value of research services provided
by the broker. For the years 1997, 1998 and 1999, the
Company paid aggregate brokerage commissions of $12,836,
$11,586 and $8,641.
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Item 17. Capital Stock and Other Securities
The only class of capital stock authorized by the Company is
Common Stock.
The following information applies to the common stock:
(1) Dividend rights: each share has equal dividend
rights, such rights to be determined by the Board of
Directors.
(2) Voting rights: one vote per share, cumulative for
directors.
(3) Liquidation rights: each share has equal liquidation
rights, pro rata, after payment of all liabilities.
(4) Preemptive rights: holders shall have preemptive
rights in any issue for cash.
(5) Conversion rights: none.
(6) Redemption provisions: See Items 7 of Part A and 18
of Part B.
(7) Sinking fund provisions: none.
(8) Liability to further calls or assessment: none.
Item 18. Purchase, Redemption, and Pricing of Shares
The redemption price for shares upon written request will be
the net asset value per share as next computed after receipt
of such request in good order by the Company. Payment for
shares redeemed will be made typically within several days
after receipt, if in good order, but no later than seven days
after the valuation date.
Shares are generally redeemed for cash, but under certain
circumstances may be redeemed in kind. In either event, the
redemption will be a taxable event to a shareholder, and thus
could result in a capital gain, capital loss, or, in certain
cases, ordinary income to the shareholder. Shareholders are
urged to consult their tax advisors as to the tax consequences
of the redemption in their particular circumstances.
The Company may follow the practice of distributing selected
appreciated securities to meet redemptions of certain
shareholders and may, within certain limits, use the selection
of securities distributed to meet such redemptions as a tax
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efficient management tool. By distributing appreciated
securities the Company can reduce its position in such
securities without realizing capital gains. Since the
Company does not distribute its shares, the distribution of
portfolio securities also enables the Company to avoid the
forced sales of securities to raise cash for meeting
redemptions. The Company intends to adopt a policy of
meeting shareholder redemptions in part through the
distribution of readily marketable securities. Such a
policy would only be adopted after giving notice to the
shareholders. A redeeming shareholder of the Company who
received securities would incur no more or less taxable
income than if the redemption had been paid in cash.
The Company will only distribute readily marketable
securities, which would be valued pursuant to the Company's
valuation procedures. However, such a shareholder will
incur brokerage charges and other costs and may be exposed
to market risk in selling the distributed securities.
The net asset value per share is computed by dividing the
total value of the assets of the Company, less its
liabilities, by the total number of outstanding shares.
Computations are made in accordance with generally accepted
accounting principles, valuing each listed security at its
last sale price on the day on which the determination is
made, or if no price is available, the latest bid price is
used. Securities traded over-the-counter are valued at the
mean of the latest available bid and asked prices.
Securities for which quotations are not readily available,
restricted securities and other assets are valued at fair
value as determined in good faith by the Board of
Directors.
Item 19. Taxation of the Fund
The Company has elected to be taxed as a regulated
investment company meeting the requirements of the Internal
Revenue Code. As such, the Company has adopted the policy
of paying out in dividends each year substantially all net
investment income. Consistent with existing policy, the
Company pays the applicable Federal capital gains tax for
shareholders and retains the net balance for reinvestment,
except to the extent that such gains are considered to have
been distributed to redeeming shareholders. Each year the
Company advises its stockholders the amount of capital
gains taxes paid which is attributable to them, and they
may claim a credit for this amount on their federal income
tax returns.
Item 20. Underwriters - NOT APPLICABLE.
Item 21. Calculation of Performance Data
The Company does not advertise performance data.
-13-
<PAGE> 16
Item 22. Financial Statements - The required financial
statements are included in a separate section following
this item.
-14-
<PAGE> 17
[DELOITTE & TOUCHE LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
of The Finance Company of Pennsylvania:
We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of The Finance Company of Pennsylvania
(the "Company") as of December 31, 1999, the related statement of operations for
the year then ended, the statements of changes in net assets for the years ended
December 31, 1999 and 1998, and the condensed financial information for each of
the years in the five-year period ended December 31, 1999. These financial
statements and the condensed financial information are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and the condensed financial information based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the condensed
financial information are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned at December 31, 1999 by correspondence with the custodian. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements and condensed financial
information present fairly, in all material respects, the financial position of
The Finance Company of Pennsylvania at December 31, 1999, the results of its
operations, the changes in its net assets, and the condensed financial
information for the respective stated periods in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
January 19, 2000
-15-
<PAGE> 18
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
<TABLE>
<S> <C>
ASSETS
INVESTMENTS-AT MARKET OR FAIR VALUE (NOTE 1):
SHORT TERM SECURITIES (IDENTIFIED COST
$5,219,095)................................ $ 5,220,262
U.S. TREASURY NOTES & BONDS (IDENTIFIED COST
$5,607,560)................................ 5,526,016
COMMON STOCKS (IDENTIFIED COST $9,878,710)
INCLUDING AFFILIATE (NOTE 2)............... 47,581,378
-----------
TOTAL INVESTMENTS..................... 58,327,656
CASH.................................................. 65,144
ACCRUED INTEREST AND DIVIDENDS RECEIVABLE............. 220,482
PREPAID EXPENSES...................................... 15,727
OTHER ASSETS.......................................... 11,090
-----------
TOTAL................................. 58,640,099
-----------
LIABILITIES
ACCRUED EXPENSES AND TAXES (NOTE 1)................... 740,365
DIVIDENDS PAYABLE (NOTE 6)............................ 935,480
-----------
TOTAL................................. 1,675,845
-----------
NET ASSETS
NET ASSETS (WITH INVESTMENTS AT MARKET OR FAIR VALUE)
EQUIVALENT TO $1,040.12 PER SHARE ON SHARES OF
54,767 $10 PAR VALUE CAPITAL STOCK OUTSTANDING AT
DECEMBER 31, 1999 (AUTHORIZED 232,000 SHARES).... $56,964,254
===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
-16-
<PAGE> 19
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1999
SHORT TERM SECURITIES -- 8.95%
<TABLE>
<CAPTION>
Face Value/
Principal Amount
----------------
<C> <S> <C> <C>
2,884,594 FED FUND........................ $2,884,594 $2,884,594
333,917 FEDERAL TRUST FUND.............. 333,917 333,917
10,000 TREASURY TRUST FUND............. 10,000 10,000
500,000 TREAS. BILL 5.06%; 1/27/00...... 498,182 498,447
1,000,000 TREAS. BILL 5.06%; 1/27/00...... 996,238 996,893
500,000 TREAS. BILL 5.13%; 2/24/00...... 496,164 496,411
---------- ----------
TOTAL........................... 5,219,095 5,220,262
---------- ----------
</TABLE>
U.S. TREASURY NOTES AND BONDS -- 9.47%
<TABLE>
<CAPTION>
Aggregate
Quoted
Principal Identified Market Price
Amount Cost (Note 1)
- --------------------- ---------- ------------
<C> <S> <C> <C>
700,000 U.S. TREASURY NOTES 7 3/4% DUE
1/31/00.................... 699,980 701,094
500,000 U.S. TREASURY NOTES 5 3/8% DUE
6/30/00.................... 499,760 499,062
1,000,000 U.S. TREASURY NOTES 7 7/8% DUE
8/15/01.................... 1,018,483 1,024,063
750,000 U.S. TREASURY NOTES 6 3/8% DUE
8/15/02.................... 755,093 750,703
1,000,000 U.S. TREASURY NOTES 7 1/4%
DUE 8/15/04................ 1,072,432 1,030,938
500,000 U.S. TREASURY NOTES 6 1/2% DUE
5/15/05.................... 498,273 499,844
1,000,000 U.S. TREASURY BOND 7 5/8% DUE
2/15/07.................... 1,063,539 1,020,312
---------- ----------
TOTAL........................... 5,607,560 5,526,016
---------- ----------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
-17-
<PAGE> 20
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1999
COMMON STOCKS -- 81.58%
<TABLE>
<CAPTION>
Aggregate
Quoted
Number Identified Market Price
of Shares Cost (Note 1)
- --------------------- ----------- ------------
<C> <S> <C> <C>
PETROLEUM AND MINING -- 8.93%
58,403 EXXON MOBIL CORP............... $ 154,159 $ 4,705,092
30,000 PENN VIRGINIA CORP. ........... 22,382 502,500
----------- -----------
TOTAL.......................... 176,541 5,207,592
----------- -----------
BANKING, INSURANCE AND FINANCIAL
HOLDING COMPANIES -- 36.31%
16,500 MARSH & MCLENNAN, INC. ........ 428,861 1,578,844
424,000 PNC BANK CORP. ................ 256,167 18,868,000
10,000 STATE STREET CORP. ............ 152,542 730,625
----------- -----------
TOTAL.......................... 837,570 21,177,469
----------- -----------
MANUFACTURING AND DIVERSIFIED -- 20.15%
16,000 AVON PRODUCTS ................. 414,987 528,000
10,500 CORNING INC. .................. 342,127 1,353,844
24,000 DOVER CORP. ................... 215,644 1,089,000
6,000 DOW CHEMICAL CO. .............. 116,337 801,750
12,000 EMERSON ELECTRIC............... 181,980 688,500
28,500 GENUINE PARTS.................. 469,072 707,156
22,500 HASBRO......................... 422,455 427,500
10,000 INT'L BUSINESS MACHINES........ 256,675 1,080,000
10,000 MINNESOTA MINING & MFG. CO. ... 170,764 978,750
8,500 MOTOROLA ...................... 368,986 1,251,625
15,000 NATIONAL SERVICES INDUSTRIES... 494,138 442,500
18,766 NEWELL RUBBERMAID INC. ........ 555,988 544,214
6,000 PITNEY BOWES INC. ............. 280,238 289,875
15,000 SNAP-ON INC. .................. 455,250 398,437
30,000 SHERWIN WILLIAMS CO. .......... 481,800 630,000
24,000 XEROX CORP. ................... 661,550 544,500
------------------------------- ----------- -----------
TOTAL.......................... 5,887,991 11,755,651
------------------------------- ----------- -----------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
-18-
<PAGE> 21
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1999
COMMON STOCKS -- CONCLUDED
<TABLE>
<CAPTION>
Aggregate
Quoted
Number Identified Market Price
of Shares Cost (Note 1)
- --------------------- ----------- ------------
<C> <S> <C> <C>
DRUGS AND PHARMACEUTICALS -- 3.47%
15,000 BECTON, DICKINSON CO. ......... $ 441,067 $ 404,062
8,000 JOHNSON & JOHNSON.............. 88,070 746,000
13,000 MERCK & CO. ................... 146,402 873,438
----------- -----------
675,539 2,023,500
----------- -----------
COMMUNICATIONS -- 2.11%
20,000 BELL ATLANTIC CORP. ........... 178,287 1,231,250
----------- -----------
FOOD/RETAIL MERCHANDISING -- 2.00%
20,000 COCA-COLA CO. ................. 23,981 1,165,000
----------- -----------
INTERNATIONAL FUNDS -- 5.13%
80,496 SCUDDER INT'L EQUITY INVEST.
TR. ...................... 2,027,402 2,989,616
----------- -----------
DIVERSIFIED HOLDING -- 3.48%
732 PENNSYLVANIA WAREHOUSING AND
SAFE DEPOSIT COMPANY (NOTE
2)........................ 71,399 2,031,300
----------- -----------
TOTAL COMMON STOCKS............ 9,878,710 47,581,378
----------- -----------
TOTAL INVESTMENTS.............. $20,705,365 $58,327,656
=========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
-19-
<PAGE> 22
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
DIVIDENDS (INCLUDING DIVIDENDS FROM
AFFILIATE -- NOTE 2)................... $ 1,437,932
INTEREST.................................... 396,452
OTHER INCOME................................ 76,434
-----------
TOTAL.................................. 1,910,818
EXPENSES:
COMPENSATION................... $ 118,250
TAXES OTHER THAN INCOME
TAXES........................ 35,853
DIRECTORS' FEES................ 47,375
INVESTMENT ADVISORY FEES
(NOTE 5)..................... 123,298
LEGAL.......................... 11,820
AUDITING & ACCOUNTING.......... 51,150
CUSTODIAN...................... 16,754
INSURANCE...................... 18,890
OTHER OFFICE AND
ADMINISTRATIVE............... 25,339
-----------
TOTAL.................................. 448,729
-----------
NET INVESTMENT INCOME............................. 1,462,089
-----------
REALIZED AND UNREALIZED GAIN ON
INVESTMENTS (NOTE 3):
REALIZED GAIN FROM SECURITY
TRANSACTIONS (EXCLUDING
SHORT-TERM INVESTMENTS):
PROCEEDS FROM SALES............ $ 5,856,472
COST OF SECURITIES SOLD........ 3,774,942
-----------
NET REALIZED GAIN...................... 2,081,530
UNREALIZED APPRECIATION OF
INVESTMENTS:
AT JANUARY 1, 1999............. $40,400,846
AT DECEMBER 31, 1999........... 37,622,291
-----------
DECREASE IN NET UNREALIZED APPRECIATION........... (2,778,555)
-----------
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS........ (697,025)
CAPITAL GAINS TAX PAYABLE ON BEHALF OF SHAREHOLDERS
(NOTE 1)............................................. (725,451)
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS... $ 39,613
===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
-20-
<PAGE> 23
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
NET INVESTMENT INCOME................ $ 1,462,089 $ 1,432,797
NET REALIZED GAIN ON INVESTMENTS..... 2,081,530 3,508,789
DECREASE INCREASE IN NET UNREALIZED
APPRECIATION ON INVESTMENTS....... (2,778,555) (1,422,815)
CAPITAL GAINS TAX PAYABLE ON BEHALF
OF SHAREHOLDERS (NOTE 1).......... (725,451) (1,218,450)
----------- -----------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS................... 39,613 2,300,321
UNDISTRIBUTED INVESTMENT INCOME
INCLUDED IN PRICE OF SHARES
REDEEMED.......................... (7,582) (4,941)
REALIZED GAIN FROM SECURITY
TRANSACTIONS INCLUDED IN PRICE OF
SHARES REDEEMED................... (8,813) (27,502)
DIVIDENDS TO SHAREHOLDERS FROM NET
INVESTMENT INCOME................. (1,454,503) (1,427,702)
CAPITAL SHARE TRANSACTIONS:
(EXCLUSIVE OF AMOUNTS ALLOCATED TO
INVESTMENT INCOME AND NET REALIZED
GAIN FROM SECURITY TRANSACTIONS)
(NOTE 1):
COST OF SHARES OF CAPITAL STOCK
REDEEMED..................... (1,186,939) (621,152)
----------- -----------
TOTAL INCREASE (DECREASE) IN NET
ASSETS............................ (2,618,224) 219,024
NET ASSETS:
BEGINNING OF YEAR.................... 59,582,478 59,363,454
----------- -----------
END OF YEAR [INCLUDING UNDISTRIBUTED
NET INVESTMENT LOSS OF $269,299
AND $269,302 RESPECTIVELY]........ $56,964,254 $59,582,478
=========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
-21-
<PAGE> 24
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1. SIGNIFICANT ACCOUNTING POLICIES
The Company is registered under the Investment Company Act of 1940, as
amended, as a regulated open-end investment company. On April 21, 1964, the
stockholders approved amendments to the Articles of Incorporation whereby, since
that date, the Company has held itself ready to redeem any of its outstanding
shares at net asset value. Net asset value for redemptions is determined at the
close of business on the day of formal tender of shares or the next day on which
the New York Stock Exchange is open. Transactions in capital stock were as
follows:
<TABLE>
<CAPTION>
Number Aggregate
of Shares amount
--------- ----------
<S> <C> <C>
Shares redeemed:
Year Ended December 31, 1999............. 1,050 $1,203,334
Year Ended December 31, 1998............. 606 $ 653,594
</TABLE>
The following is a summary of significant accounting policies consistently
followed by the Company in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles for
investment companies.
Portfolio Valuation
Investments are valued using published bid quotes as of December 31, 1999.
Costs used to determine realized gain or loss from securities transactions are
those of the specific securities sold. Investments in non-marketable securities
are valued at fair value as determined by the Board of Directors (see Note 2).
Federal Income Taxes
No provision has been made for Federal income taxes other than capital
gains tax because the Company has elected to be taxed as a regulated investment
company meeting certain requirements of the Internal Revenue Code. As such, the
Company is paying the applicable Federal capital gains tax for shareholders and
retaining the net balance for reinvestment, except to the extent that such gains
are considered to have been distributed to redeeming shareholders.
-22-
<PAGE> 25
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. The Company's financial statements include amounts that are based on
management's best estimates and judgments. Actual results could differ from
those estimates.
Other
As is common in the industry, security transactions are accounted for on
the trade date. Dividend income and distributions to shareholders are recorded
on the ex-dividend date.
2. NON-MARKETABLE SECURITY OF AFFILIATE
There is no ready market for the below listed security. Fair value is
established by the Board of Directors of The Finance Company of Pennsylvania.
The Pennsylvania Warehousing and Safe Deposit Company is defined as an
affiliate under the Investment Company Act of 1940 in that the Company owns 5%
or more of the outstanding voting securities of such company. Further, if at the
time of public sale of any of these shares the Company would be deemed a
"control person," it would be necessary to register said shares under the
Securities Act of 1933 prior to their sale.
<TABLE>
<CAPTION>
For the
year ended
December 31, 1999 December 31,
--------------------------------- 1999
Percent Identified Fair Dividend
Shares Owned Cost Value Income
- ------ ------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
732 Pennsylvania
Warehousing
and Safe
Deposit
Company 16.92% $71,399 $2,031,300 $91,500
====== ======= ========== =======
</TABLE>
-23-
<PAGE> 26
\ NOTES TO FINANCIAL STATEMENTS -- CONTINUED
3. PURCHASES AND SALES OF SECURITIES
The aggregate cost of securities purchased, the proceeds from sales and
maturities of investments, and the cost of securities sold (excluding U.S.
Government short-term securities) for the year ended December 31, 1999 were:
<TABLE>
<CAPTION>
Historical Cost of
Cost of Proceeds from Securities
Investments Sales and Sold and
Purchased Maturities Matured
----------- ------------- ----------
<S> <C> <C> <C>
Common stocks.............. $ 2,234,433 $ 5,856,472 $ 3,774,942
U.S. Treasury Notes........ 1,071,250 900,000 900,000
Short-term securities...... 8,902,142 7,639,037 7,639,037
----------- ----------- -----------
Total................. $12,207,825 $14,395,509 $12,313,979
=========== =========== ===========
</TABLE>
4. LEASE
The Company rents office space under a lease expiring in April 2000. The
lessor Company's President also serves on the Board of Directors of the Company.
Minimum annual rental for this space is $5,400.
5. OTHER INFORMATION FOR THE YEAR ENDED
DECEMBER 31, 1999
Directors of the Company, who are not also employees, are paid a fee for
attendance at meetings of the Board of Directors and its committees.
Compensation of officers amounted to $118,250.
Investment advisory fees payable monthly to Cooke & Bieler, Inc., are based
on the monthly closing portfolio value, less the value of certain investments at
an annual rate of .5 of 1%.
6. SUBSEQUENT EVENT
A dividend from net investment income of $929,944 was declared on December
8, 1999 payable at $16.98 per share on January 31, 2000 to shareholders of
record on December 31, 1999.
-24-
<PAGE> 27
CONDENSED FINANCIAL INFORMATION
Selected data for each share of capital stock outstanding throughout each
period:
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998 1997 1996 1995
-------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------
Investment income........ $ 34.49 $ 33.33 $ 32.49 $ 32.33 $ 30.77
Expenses................. 8.10 7.84 7.27 6.68 5.97
--------- --------- --------- ------- -------
Net investment income.... 26.39 25.49 25.22 25.65 24.80
Dividends from net
investment income...... (26.48) (25.54) (25.33) (25.67) (26.73)
Net realized gain (loss)
and increase (decrease)
in unrealized
appreciation........... (27.25) 15.40 224.41 90.93 170.09
--------- --------- --------- ------- -------
Net increase (decrease)
in net asset value..... (27.34) 15.35 224.30 90.91 168.16
Net asset value:
Beginning of year...... 1,067.46 1,052.11 827.81 736.90 568.74
--------- --------- --------- ------- -------
End of year............ $1,040.12 $1,067.46 $1,052.11 $827.81 $736.90
========= ========= ========= ======= =======
Annual ratio of expenses
to average net
assets................. 0.74% 0.74% 0.78% 0.86% 0.89%
Annual ratio of net
investment income to
average net assets..... 2.40% 2.42% 2.68% 3.32% 3.72%
Annual portfolio turnover
rate................... 6.31% 8.13% 10.44% 5.29% 4.67%
Number of shares
outstanding at end of
period in thousands.... 55 55 56 58 58
</TABLE>
See Notes to Financial Statements
-25-
<PAGE> 28
CHANGES IN THE PORTFOLIO OF INVESTMENTS
(EXCLUSIVE OF SHORT-TERM INVESTMENTS)
FOR THE SIX MONTHS ENDED DECEMBER 31, 1999
PURCHASES
<TABLE>
<CAPTION>
Changes Balance
During December 31,
the Period 1999
---------- ------------
Number of Shares
-------------------------
<S> <C> <C>
Avon Products............................ 9,000 16,000
Becton, Dickinson & Co. ................. 5,000 15,000
National Services Industries............. 15,000 15,000
Pitney Bowes Inc. ....................... 6,000 6,000
Newell Rubbermaid........................ 3,000 18,766
Snap-On Inc.............................. 5,000 15,000
Xerox Corp. ............................. 14,000 24,000
</TABLE>
SALES
<TABLE>
<CAPTION>
Number of Shares
-------------------------
<S> <C> <C>
Boeing Co. .............................. 5,000 --
Corning Inc. ............................ 8,500 10,500
Dover Corp. ............................. 5,000 24,000
Kalmar Small Cap Fund.................... 69,881 --
Motorola................................. 9,500 8,500
PNC Bank Corp. .......................... 10,000 424,000
Tyco Inc. ............................... 6,259 --
</TABLE>
STOCK MERGERS
<TABLE>
<CAPTION>
Number of Shares
-------------------------
<S> <C> <C>
Tyco Inc. ............................... 6,259 --
Exxon Mobil.............................. 58,403 58,403
</TABLE>
- 26 -
<PAGE> 29
PART C
Item 23. Exhibits
(a) Articles of Incorporation as amended December 29,
1961 and April 21, 1964 are incorporated by reference
to Exhibit (1) of the Company's Post Effective
Amendment No. 21 to its Registration Statement on
Form N-1A.
(b) By-Laws as amended through February 19, 1997 are
incorporated by reference to Exhibit 2(a) of the
Company's Post Effective Amendment No. 21 to its
Registration Statement on Form N-1A.
(d) Investment Advisory Contract between the Company and
Cooke & Bieler, Inc. Dated February 4, 1987 is
incorporated by reference to Exhibit (5) of the
Company's Post Effective Amendment No. 21 to its
Registration Statement on Form N-1A.
(g) Custodian Agreement between the Company and United
Missouri Bank, N.A. dated October 24, 1994 is
incorporated by reference to Exhibit 8(a) of the
Company's Post Effective Amendment No. 20 to its
Registration Statement on Form N-1A.
(n) Financial Data Schedule.
(p) (i) Code of Ethics under Rule 17j-1 of the Company
(ii) Code of Ethics of Cooke & Bieler
Item 24. Persons Controlled by or Under Common Control with the Fund
NONE
Item 25. Indemnification
Sections 1741 et seq. of the Pennsylvania Business Corporation
Law (the PBCL) provide that a business corporation may
indemnify directors and officers against liabilities they may
incur in such capacities provided certain standards are met,
including good faith and the reasonable belief that the
particular action is in, or not opposed to, the best interests
of the corporation. In general, this power to indemnify does
not exist in the case of actions against a director or officer
by or in the right of the corporation if the person entitled
to indemnification shall have been adjudged to be liable
unless a court determines upon application that the person is
fairly and reasonably entitled to indemnification despite the
adjudication of liability. However, Section 1746 of the PBCL
provides that the other sections of the law are not exclusive
and that further indemnification may be provided by by-law,
agreement or otherwise except where the act or failure to act
giving rise to a claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness.
The corporation is required to indemnify directors and
officers against expenses they may incur in defending actions
against
-27-
<PAGE> 30
themselves as such directors or officers if they are
successful on the merits or otherwise in the defense of such
actions.
The Company's By-Laws also provide indemnification to the
directors and officers of the Company to the fullest extent
permitted by law. The Company maintains, on behalf of its
directors and officers, insurance protection against certain
liabilities arising out of the discharge of their duties, as
well as insurance covering the Company for indemnification
payments made to directors and officers for liabilities.
Item 26. Business and Other Connections of the Investment Adviser -
NONE.
Item 27. Principal Underwriters - NOT APPLICABLE.
Item 28. Location of Accounts and Records
Mr. Charles Mather, III, President, The Finance Company of
Pennsylvania, 226 Walnut Street, Philadelphia, Pennsylvania
19106.
Item 29. Management Services - NONE.
Item 30. Undertakings - NOT APPLICABLE.
-28-
<PAGE> 31
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Company has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in this City of Philadelphia and
Commonwealth of Pennsylvania on the 28th day of April, 2000.
THE FINANCE COMPANY OF PENNSYLVANIA
By: _____________________________________
Charles Mather, III, President
-29-
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<INVESTMENTS-AT-COST> 20,705,365
<INVESTMENTS-AT-VALUE> 58,327,656
<RECEIVABLES> 0
<ASSETS-OTHER> 26,817
<OTHER-ITEMS-ASSETS> 285,626
<TOTAL-ASSETS> 58,640,099
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,675,845
<TOTAL-LIABILITIES> 1,675,845
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 54,767
<SHARES-COMMON-PRIOR> 55,817
<ACCUMULATED-NII-CURRENT> 269,299
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 37,622,291
<NET-ASSETS> 56,964,254
<DIVIDEND-INCOME> 1,437,932
<INTEREST-INCOME> 396,452
<OTHER-INCOME> 76,434
<EXPENSES-NET> 448,729
<NET-INVESTMENT-INCOME> 1,462,089
<REALIZED-GAINS-CURRENT> 2,081,530
<APPREC-INCREASE-CURRENT> 2,778,555
<NET-CHANGE-FROM-OPS> 39,613
<EQUALIZATION> 1,023,335
<DISTRIBUTIONS-OF-INCOME> 1,454,503
<DISTRIBUTIONS-OF-GAINS> 725,451
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 1,050
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (2,618,224)
<ACCUMULATED-NII-PRIOR> 269,302
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 123,298
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 448,729
<AVERAGE-NET-ASSETS> 58,273,366
<PER-SHARE-NAV-BEGIN> 1,067.46
<PER-SHARE-NII> 26.39
<PER-SHARE-GAIN-APPREC> (27.25)
<PER-SHARE-DIVIDEND> 26.48
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1,040.12
<EXPENSE-RATIO> .74
</TABLE>
<PAGE> 1
EXHIBIT (p)(i)
THE FINANCE COMPANY OF PENNSYLVANIA
CODE OF ETHICS
While affirming its confidence in the integrity and good
faith of all of its officers and directors, The Finance Company of Pennsylvania
(the "Company"), recognizes that the knowledge of present or future portfolio
transactions and, in certain instances, the power to influence portfolio
transactions which may be possessed by certain of its officers, employees and
directors could place such individuals, if they engage in personal transactions
in securities which are eligible for investment by the Company, in a position
where their personal interest may conflict with that of the Company.
In view of the foregoing and of the provisions of Rule
17j-1(c) under the Investment Company Act of 1940 (the "1940 Act"), the Company
has determined to adopt this Code of Ethics to specify and prohibit certain
types of transactions deemed to create conflicts of interest (or at least the
potential for or the appearance of such a conflict), and to establish reporting
requirements and enforcement procedures.
I. STATEMENT OF GENERAL PRINCIPLES.
In recognition of the trust and confidence placed in the
Company by its shareholders, and to give effect to the Company's belief that
its operations should be directed to the benefit of its shareholders, the
Company hereby adopts the following general principles to guide the actions of
its directors, officers and employees and Access Persons.
(1) The interests of the Company's shareholders are
paramount, and all of the Company's personnel must
conduct themselves and their operations to give
maximum effect to this tenet by assiduously placing
the interests of the shareholders before their own.
(2) All personal transactions in securities by the
Company's personnel must be accomplished so as to
avoid even the appearance of a conflict of interest
on the part of Such personnel with the interests of
the Company and its shareholders.
(3) All of the Company's personnel must avoid actions or
activities that allow (or appear to allow) a person
to profit or benefit from his or her position with
respect to the Company, or that otherwise bring into
question the person's independence or judgment.
<PAGE> 2
II. DEFINITIONS.
(1) "Access Person" shall mean (i) each director or
officer of the Company and any employee of the
Company who, in connection with his or her regular
functions or duties, makes, participates in, or
obtains information regarding the purchase or sale of
a security by the Company, 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 Company who obtains
information concerning recommendations made to or by
the Company with respect to the purchase or sale of a
security by the Company.
(2) "Beneficial Ownership" of a security is to be
determined in the same manner as it is for purposes
of Section 16 of the Securities Exchange Act of 1934.
This means that a person would generally be the
beneficial owner of any securities in which such
person is a direct or indirect pecuniary interest. In
addition, a person would be the beneficial owner of
securities held by a spouse, minor children, a
relative who shares the same home, or other persons
by reason of any contract, arrangement, understanding
or relationship that provides the person with sole or
shared voting or investment power.
(3) "Control" shall have the same meaning as that set
forth in Section 2(a)(9) of the 1940 Act. Section
2(a)(9) provides that "control" means the power to
exercise a controlling influence over the management
or policies of a company, unless such power is solely
the result of an official position with such company.
Ownership of 25% or more of a company's outstanding
voting security is presumed to give the holder
thereof control over the company. Such presumption
may be countered by the facts and circumstances of a
given situation.
(4) "Disinterested Director" means a Director of the
Company who is not an "interested person" of the
Company within the meaning of Section 2(a)(19) of the
1940 Act.
(5) "Investment Personnel" means all Access Persons who
serve on an investment committee that carries out the
portfolio management function with respect to the
Company, all Access Persons who provide or supply
information and/or advice to any portfolio manager or
committee, or who execute or help execute any
portfolio manager's decisions, and all Access Persons
who, in connection with their regular functions,
obtain contemporaneous information regarding the
purchase or sale of a security by the Company.
(6) "Initial Public Offering" means an offering of
Securities registered under the Securities Act of
1933, the issuer of which was not, immediately prior
to filing
-2-
<PAGE> 3
the registration statement, subject to the reporting
requirements of the Securities Exchange Act of 1934.
(7) "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).
(8) "Purchase or sale of a security" includes, among
other things, the writing of an option to purchase
or sell a security.
(9) "Review Officer" shall mean the Company's President
or such other officer designated by the Board of
Directors. The Chairman of the Audit Committee shall
be the Alternative Review Officer for the Review
Officer's reports and transactions pursuant to Part
IV(4).
(10) "Security" shall have the same meaning as that set
forth in Section 2(a)(36) of the 1940 Act, except
that it shall not include securities issued by the
Government of the United States or an agency thereof,
bankers' acceptances, bank certificates of deposit,
commercial paper and registered, open-end mutual
funds.
(11) A "Security held or to be acquired" by the Company
means any Security which, within the most recent
fifteen days, (i) is or has been held by the Company,
or (ii) is being or has been considered for purchase.
(12) A Security is "being purchased or sold" by the
Company from the time when a purchase or sale order
has been communicated to the person who places the
buy and sell orders for the Company until the time
when such order has been fully completed or
terminated.
III. PROHIBITED PURCHASES AND SALES OF SECURITIES.
(1) No Access Person shall, in connection with the
purchase or sale, directly or indirectly, by such
person of a Security held or to be acquired by any
Company:
(A) employ any device, scheme or artifice to
defraud such Company;
(B) make to such Company any untrue statement of
a material fact or omit to state to such
Company a material fact necessary in order
to make the statements made, in light of the
circumstances under which they are made, not
misleading;
-3-
<PAGE> 4
(C) engage in any act, practice or course of
business which would operate as a fraud or
deceit upon such Company; or
(D) engage in any manipulative practice with
respect to the Company.
(2) No Investment Personnel may purchase or sell,
directly or indirectly, any Security in which he had
or by reason of such transaction acquires any
Beneficial Ownership, within 48 hours after the
authorization by the Company's Board to purchase or
sell the same or a related Security. By way of
example, a straight preferred with no right of
conversion would not be related to the issuer's
common stock.
(3) No Investment Personnel may acquire Securities as
part of an Initial Public Offering or as part of a
Limited Offering, without pre-clearance under Part IV
below unless it is part of a pro-rata distribution to
holders of the outstanding securities of a
corporation which any such personnel already owns.
IV. PRE-CLEARANCE OF CERTAIN TRANSACTIONS.
(1) All Investment Personnel must pre-clear each proposed
transaction described above in Part III(3) with the
Company's designated Review Officer prior to
proceeding with the transaction. No transaction in
such Securities may be effected without the prior
written approval of the Review Officer. In
determining whether to grant such clearance, the
Review Officer shall refer to Section IV(2), below.
(2) The following transactions shall be entitled to
clearance from the Review Officer:
(A) Purchases or sales of securities which are
not eligible for purchase or sale by the
Company, as determined by reference to the
Act and regulations thereunder, the
investment objectives and policies and
investment restrictions of the Company.
(B) Transactions which the Review Officer, after
consideration of all the facts and
circumstances, determine to be in accordance
with Section III and to present no
reasonable likelihood of harm to the
Company.
(C) Purchases or sales over which the Investment
Personnel has no direct or indirect
influence or control.
(D) Purchases or sales which are non-volitional
on the part of either the Investment
Personnel or the Company, including
purchases or sales
-4-
<PAGE> 5
upon exercise of puts or calls written by
the Investment Personnel and sales from a
margin account pursuant to a bona fide
margin call.
(E) Purchases which are part of an automatic
dividend reinvestment plan.
(F) Purchases effected 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.
V. ADDITIONAL RESTRICTIONS AND REQUIREMENTS.
(1) No Access Person shall accept or receive any gift of
more than de minimis value from any person or entity
that does business with or on behalf of the Company.
(2) No Investment Personnel may accept a position as a
director, trustee or general partner of a
publicly-traded company or partnership unless such
position has been presented to and approved by the
Company's Board of Directors as consistent with the
interests of the Company and its shareholders.
(3) Each Investment Personnel other than a Disinterested
Director must provide to the Review Officer a
complete listing of all securities owned by such
person as of January 1, 2000, and thereafter must
submit a revised list of such holdings to the Review
Officer as of January 1 of each subsequent year. The
initial listing must be submitted no later than
February 1, 2000 (or within 10 days of the date upon
which such person first became an Access Person of
the Company), and each update thereafter must be
provided no later than 30 days after the start of the
subsequent year.
VI. QUARTERLY REPORTING OBLIGATION.
(1) Each Access Person shall report, pursuant to
paragraph (5) of this Part VI, all transactions in
Securities in which the person has, or by reason of
such transaction acquires, any direct or indirect
beneficial ownership.
(2) Quarterly reports shall be filed with the Review
Officer. The Review Officer shall submit confidential
quarterly reports with respect to his or her own
personal securities transactions to an officer
designated to receive his or her reports ("Alternate
Review Officer"), who shall act in all respect in the
manner prescribed herein for the Review Officer.
-5-
<PAGE> 6
(3) Any such report may contain a statement that the
report shall not be construed as an admission by the
person making such report that he has any direct or
indirect beneficial ownership in the security to
which the report relates.
(4) Every report shall be made not later than 10 days
after the end of the calendar quarter in which the
transaction to which the report relates was effected,
shall be in the form of Exhibit A and shall contain
the following information:
(A) The date of the transaction, the name and
the number of shares or 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 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 the report was signed.
(5) In the event no reportable transactions occurred
during the quarter, the report should be so noted and
returned signed and dated.
VII. REVIEW AND ENFORCEMENT.
(1) The Review Officer shall compare all reported
personal securities transactions with completed
portfolio transactions of the Company and a list of
securities being considered for purchase or sale by
the Company to determine whether a violation of this
Code may have occurred. Before making any
determination that a violation has been committed by
any person, the Review Officer shall give such person
an opportunity to supply additional explanatory
material.
(2) If the Review Officer determines that a violation of
this Code may have occurred, he shall submit his
written determination, together with the confidential
monthly report and any additional explanatory
material provided by the individual, to the Audit
Committee of the Company and outside counsel, who
shall make an independent determination as to whether
a violation has occurred.
(3) If the Audit Committee and outside counsel find that
a violation has occurred, they should report the
violation to the Board of Directors of the Company.
The Board shall determine appropriate sanctions.
-6-
<PAGE> 7
(4) No person shall participate in a determination of
whether he has committed a violation of the Code or
of the imposition of any sanction against himself. If
a securities transaction of the President is under
consideration, the Chair of the Audit Committee shall
act in all respects in the manner prescribed herein
for the President.
VIII. INVESTMENT ADVISER'S CODE OF ETHICS.
Each investment adviser of the Company shall:
(1) Submit to the Board of Directors of the Company a
copy of its code of ethics adopted pursuant to Rule
17j-1;
(2) Promptly report to the Company in writing any
material amendments to such Code;
(3) Promptly furnish to the Company upon request copies
of any reports made pursuant to such Code by any
person who is an Access Person as to the Company; and
(4) Shall immediately furnish to the Company, without
request, all material information regarding any
violation of such Code by any person who is an Access
Person as to the Company.
IX. RECORDS.
The Company shall maintain records in the manner and to the extent set
forth below, which records may be maintained on microfilm under the conditions
described in Rule 31a-2 under the 1940 Act and shall be available for
examination by representatives of the Securities and Exchange Commission.
(1) A copy of this Code and any other code which is, or
at any time within the past five years has been, in
effect shall be preserved in an easily accessible
place.
(2) A record of any violation of this Code and of any
action taken as a result of such violation shall be
preserved in an easily accessible place for a period
of not less than five years following the end of the
fiscal year in which the violation occurs;
(3) A copy of each report made by an officer director
pursuant to this Code shall be preserved for a period
of not less than five years from the end of the
fiscal year in which it is made, the first two years
in an easily accessible place; and
-7-
<PAGE> 8
(4) A list of all persons who are, or within the past
five years have been, required to make reports
pursuant to this Code shall be maintained in an
easily accessible place.
X. MISCELLANEOUS.
(1) Confidentiality. All reports of securities
transactions and any other information filed with the
Company pursuant to this Code shall be treated as
confidential.
(2) Interpretation of Provisions. The Board of Directors
may from time to time adopt such interpretations of
this Code as it deems appropriate.
(3) Periodic Review and Reporting. The President of the
Company shall report to the Board of Directors at
least annually as to the operation of this Code and
shall address in any such report the need (if any)
for further changes or modifications to this Code.
Adopted this 16th day of February, 2000.
-8-
<PAGE> 9
EXHIBIT A
THE FINANCE COMPANY OF PENNSYLVANIA
PERSONAL SECURITIES TRANSACTION RECORD
Period_____________________ to ___________________
Name_______________________________________________________
(Signature)
Date _____________________________
<TABLE>
<CAPTION>
Check if
Date of Type of Number of Price Per Aggregate Account Beneficial
Transaction Transaction Issue Name Units Unit Amount Broker Name Interest
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
This report is required of all employees, officers of 1940, and directors of the
Company under Rule 17j-1 of the Investment Company Act of 1940. This report is
subject to SEC examination. Transactions in direct obligations of the U.S.
Government need not be reported. In addition, disinterested directors of the
Company need not report transactions in banker's acceptances, certificates of
deposit, commercial paper or open-end investment companies. This report must be
returned within 10 days of the applicable calendar quarter's end.
The reporting of transactions on this record shall not be construed as an
admission that the reporting person has any direct or indirect beneficial
ownership in the security listed.
<PAGE> 1
Exhibit (p)(ii)
CODE OF ETHICS
OF
COOKE & BIELER, INC.
PREAMBLE
This Code of Ethics ("Code") is being adopted in compliance with the
requirements of Sections 204A and 206 of the Investment Advisers Act of 1940
(the "Advisers Act") and Rule 204-2 thereunder and Section 17j of the Investment
Company Act of 1940 (the "40 Act") and Rule 17j-1 thereunder, to effectuate the
purposes and objectives of these provisions. Section 204A of the Advisers Act
requires the establishment and enforcement of policies and procedures reasonably
designed to prevent the misuse of material, nonpublic information by investment
advisers. Rule 204-2 imposes recordkeeping requirements with respect to personal
securities transactions of access persons (defined below). Section 206 of the
Advisers Act and Rule 17j-1 of the 40 Act make it unlawful for certain persons,
including Cooke & Bieler, Inc. (the "Firm"):
(1) To employ a device, scheme or artifice to defraud any client
or prospective client, or any portfolio of the UAM Funds Trust
or UAM Funds, Inc. managed by the Firm (the "Fund");
(2) To engage in any transaction, practice or course of business
which operates or would operate as a fraud or deceit upon any
client or prospective client, or the Fund;
(3) Acting as principal for his own account, knowingly to sell any
security to or purchase any security from a client, or acting
as broker for a person other than such client, knowingly to
effect any sale or purchase of any security for the account of
such client, without disclosing to such client in writing
before the completion of such transaction the capacity in
which he is acting and obtaining the consent of the client to
such transaction. The prohibitions of this paragraph (3) shall
not apply to any transaction with a customer of a broker or
dealer if such broker or dealer is not acting as an investment
adviser in relation to such transaction;
(4) To engage in any act, practice, or course of business which is
fraudulent, deceptive or manipulative; or
(5) To make to the Fund any untrue statement of a material fact or
omit to state to the Fund a material fact necessary in order
to make the statements made, in light of the circumstances in
which they are made, not misleading.
<PAGE> 2
This Code contains provisions reasonably necessary to prevent persons
from engaging in acts in violation of the above standard and procedures
reasonably necessary to prevent violations of the Code.
This Code of Ethics is adopted by the Board of Directors of the Firm.
This Code is based upon the principle that the directors and officers of the
Firm, and certain affiliated persons of the Firm, owe a fiduciary duty to, among
others, the clients of the Firm and shareholders of the Fund to conduct their
affairs, including their personal securities transactions, in such manner to
avoid (i) serving their own personal interests ahead of clients or shareholders;
(ii) taking inappropriate advantage of their position with the Firm or the Fund;
and (iii) any actual or potential conflicts of interest or any abuse of their
position of trust and responsibility. This fiduciary duty includes the duty of
the Compliance Officer of the Firm to report violations of this Code of Ethics
to the Firm's Board of Directors and to the Fund's Compliance Officer. THIS CODE
MAY NOT BE THE ONLY SOURCE OF POTENTIAL RESTRICTIONS WHEN CONDUCTING PERSONAL
SECURITIES TRANSACTIONS AND TRANSACTIONS ON BEHALF OF THE FUND. IF THERE ARE ANY
QUESTIONS WITH RESPECT TO OTHER POTENTIALLY APPLICABLE RESTRICTIONS, CONTACT THE
FUNDS' COMPLIANCE OFFICER.
POLICY STATEMENT ON INSIDER TRADING
The Firm forbids any officer, director or employee from trading, either
personally or on behalf of others, including accounts managed by the Firm, on
material nonpublic information or communicating material nonpublic information
to others in violation of the law. This conduct is frequently referred to as
"insider trading." The Firm's policy applies to every officer, director and
employee and extends to activities within and outside their duties at the Firm.
Any questions regarding the Firm's policy and procedures should be referred to
the Firm's Compliance Officer.
The term "insider trading" is not defined in the federal securities
laws, but generally is used to refer to the use of material nonpublic
information to trade in securities (whether or not one is an "insider") or to
communications of material nonpublic information to others.
While the law concerning insider trading is not static, it is generally
understood that the law prohibits:
1) trading by an insider, while in possession of material
nonpublic information, or
<PAGE> 3
2) trading by a non-insider, while in possession of material
nonpublic information, where the information either was
disclosed to the non-insider in violation of an insider's duty
to keep it confidential or was misappropriated, or
3) communicating material nonpublic information to others.
The concept of "insider" is broad. It includes officers, directors and
employees of a company. In addition, a person can be a "temporary insider" if he
or she enters into a special confidential relationship in the conduct of a
company's affairs and as a result is given access to information solely for the
company's purposes. A temporary insider can include, among others, a company's
attorneys, accountants, consultants, bank lending officers, and the employees
of such organizations. In addition, the Firm may become a temporary insider of a
company it advises or for which it performs other services. For that to occur,
the company must expect the Firm to keep the disclosed nonpublic information
confidential and the relationship must at least imply such a duty before the
Firm will be considered an insider. Particular care should be exercised in
regard to information received from client contacts at public companies.
Trading on inside information is not a basis for liability unless the
information is material. "Material information" generally is defined as
information for which there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions,
or information that is reasonably certain to have a substantial effect on the
price of a company's securities. Information that officers, directors and
employees should consider material includes, but is not limited to: dividend
changes, earnings estimates, changes in previously released earnings estimates,
significant merger or acquisition proposals or agreements, major litigation,
liquidation problems, and extraordinary management developments.
Information is nonpublic until it has been effectively communicated to
the market place. One must be able to point to some fact to show that the
information is generally public. For example, information found in a report
filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The
Wall Street Journal or other publications of general circulation would be
considered public.
Before trading for yourself or others in the securities of a company
about which you may have potential inside information, ask yourself the
following questions:
i. Is the information material? Is this information that an
investor would consider important in making his or her
investment decisions? Is this information that would
substantially effect the market price of the securities if
generally disclosed?
<PAGE> 4
ii. Is the information nonpublic? To whom has this information
been provided? Has the information been effectively
communicated to the marketplace?
If, after consideration of the above, you believe that the information
is material and nonpublic, or if you have questions as to whether the
information is material and nonpublic, you should take the following steps.
i. Report the matter immediately to the Firm's Compliance
Officer.
ii. Do not purchase or sell the securities on behalf of yourself
or others.
iii. Do not communicate the information inside or outside the Firm,
other than to the Firm's Compliance Officer.
iv. After the Firm's Compliance Officer has reviewed the issue,
you will be instructed to continue the prohibitions against
trading and communication, or you will be allowed to trade and
communicate the information.
Information is your possession that you identify as material and
nonpublic may not be communicated to anyone, including persons within the Firm,
except as provided above. In addition, care should be taken so that such
information is secure. For example, files containing material nonpublic
information should be sealed; access to computer files containing material
nonpublic information should be restricted.
The role of the Firm's Compliance Officer is critical to the
implementation and maintenance of the Firm's policy and procedures against
insider trading. The Firm's Supervisory Procedures can be divided into two
classifications - prevention of insider trading and detection of insider
trading.
To prevent insider trading, the Firm will:
i. provide, on a regular basis, an educational program to
familiarize officers, directors and employees with the Firm's
policy and procedures, and
ii. when it has been determined that an officer, director or
employee of the Firm has material nonpublic information,
1. implement measures to prevent dissemination of such
information, and
2. if necessary, restrict officers, directors and
employees from trading the securities.
<PAGE> 5
To detect insider trading, the Firm's Compliance Officer will:
i. review the trading activity reports filed by each
officer, director and employees, and
ii. review the trading activity of accounts managed by
the Firm.
A. DEFINITIONS
(1) "Access person" means any director, officer, general partner
or advisory person of the Firm.
(2) "Advisory person" means (a) any employee of the Firm who, in
connection with his regular functions or duties, normally
makes, participates in, or obtains current information
regarding the purchase or sale of a security by the Firm or
the Fund, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and
(b) any natural person in a control relationship to the Firm
who obtains information concerning recommendations made to the
Firm or the Fund with regard to the purchase or sale of a
security by the Firm or the Fund.
(3) "Affiliated company" means a company which is an affiliated
person.
(4) "Affiliated person" of another person means (a) any person
directly or indirectly owning, controlling, or holding with
power to vote, 5 per centum or more of the outstanding voting
securities or such other person; (b) and person 5 per centum
or more of whose outstanding voting securities are directly or
indirectly owned, controlled or held with power to vote, by
such other person; (c) any person directly or indirectly
controlling, controlled by, or under common control with, such
other person; (d) any officer, director, partner, copartner,
or employee of such other person; (e) if such other person is
an investment company, any investment adviser thereof or any
member of an advisor board thereof; and (f) if such other
person is an unincorporated investment company not having a
board of directors, the depositor thereof.
<PAGE> 6
(5) A security is "being considered for purchase or sale" or is
"being purchased or sold" when a recommendation to purchase or
sell the security has been made and communicated, which
includes when the Firm or the Fund has a pending "buy" or
"sell" order with respect to a security, and, with respect to
the person making the recommendation, when such person
seriously considers making such a recommendation. "Purchase or
sale of a security" includes the writing of an option to
purchase or sell a security.
(6) "Beneficial ownership" shall be as defined in, and 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 which, generally speaking, encompasses those
situations where the beneficial owner has the right to enjoy
some economic benefit from the ownership of the security. A
person is normally regarded as the beneficial owner of
securities held in the name of his or her spouse or minor
children living in his or her household.
(7) "Control" means the power to exercise a controlling influence
over the management or policies of a company, unless such
power is solely the result of an official position with such
company. Any person who owns beneficially, either directly or
through one or more controlled companies, more than 25 per
centum of the voting securities of a company shall be presumed
to control such company. Any person who does not so own more
than 25 per centum of the voting securities of any company
shall be presumed not to control such company. A natural
person shall be presumed not to be a controlled person.
(8) "Investment Personnel" means (a) any portfolio manager of the
Firm or the Fund as defined in (10) below; and (b) securities
analysts, traders and other personnel who provide information
and advice to the portfolio manager or who help execute the
portfolio manager's decisions.
(9) "Person" means any natural person or a company.
(10) "Portfolio Manager" means an employee of the Firm entrusted
with the direct responsibility and authority to make
investment decisions.
<PAGE> 7
(11) "Security" means any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest
or participation in any profit-sharing agreement, collateral-
trust certificate, preorganization certificate or
subscription, transferable share, investment contract,
voting-trust certificate, certificate of deposit for a
security, fractional undivided interest in oil, gas, or other
mineral rights, any put, call, straddle, option or privilege
on any security (including a certificate of deposit) or on any
group or index of securities (including any interest therein
or based on the value thereof), or any put, call, straddle,
option, or privilege entered into on a national securities
exchange relating to foreign currency, or, in general, any
interest or instrument commonly known as a "security," or any
certificate of interest or participation in, temporary or
interim certificate for, receipt for, guarantee of, or warrant
or right to subscribe to or purchase, any of the foregoing.
Security shall not include securities issued by the government
of the United States or by federal agencies and which are
direct obligations of the United States, bankers' acceptances,
bank certificates of deposit, commercial paper and shares of
unaffiliated registered open-end investment companies (mutual
funds) except positions in the UAM Fund/C&B Equity and/or the
UAM Fund/C&B Balanced Portfolio as well as money market mutual
fund positions in which the access person has a direct
interest.
B. PROHIBITED TRANSACTIONS
(1) Access Persons
(a) No access person shall engage in any act, practice or
course of conduct, which would violate the provisions
of Section 206 and Rule 17j-1 set forth above.
(b) No access person shall:
(i) purchase or sell, directly or indirectly,
any security in which he has or by reason of
such transaction acquires, any direct or
indirect beneficial ownership and which to
his or her actual knowledge at the time or
such purchase or sale:
(A) is being considered for purchase or
sale by the Firm or the Fund, or
(B) is being purchased or sold by any
portfolio of the Firm or the Fund;
or
<PAGE> 8
(ii) disclose to other persons the securities
activities engaged in or contemplated for
the various portfolios of the Firm or the
Fund.
(2) Investment Personnel
No investment personnel shall:
(a) accept any gift or other thing of more than de
minimis value from any person or entity that does
business with or on behalf of the Firm or the Fund;
for the purpose of this Code de minimis shall be
considered to be the annual receipt of gifts from the
same source valued at $250 or less per individual
recipient, when the gifts are in relation to the
conduct of the Firm's business;
(b) acquire securities, other than fixed income
securities, in an initial public offering, in order
to preclude any possibility of such person profiting
from their positions with the Firm;
(c) purchase any securities in a private placement,
without prior approval of the Firm's Compliance
Officer, or other officer designated by the Board of
Directors. Any person authorized to purchase
securities in a private placement shall disclose that
investment when they play a part in any subsequent
consideration by the Firm or the Fund of an
investment in the issuer. In such circumstances, the
Firm's or the Fund's decision to purchase securities
of the issuer shall be subject to independent review
by investment personnel with no personal interest in
the issuer.
(d) profit in the purchase and sale, or sale and
purchase, of the same (or equivalent) securities
within sixty (60) calendar days. Trades made in
violation of this prohibition should be unwound, if
possible. Otherwise, any profits realized on such
short-term trades shall be subject to disgorgement to
the appropriate portfolio of the Firm.
<PAGE> 9
EXCEPTIONS: The Firm's management, upon the advice of counsel, may allow
exceptions to this policy on a case-by-case basis when the
abusive practices that the policy is designed to prevent, such
as frontrunning or conflicts of interest, are not present and
the equity of the situation strongly supports an exemption. An
example is the involuntary sale of securities due to
unforeseen corporate activity such as a merger. [See C below].
The ban on short-term trading profits is specifically designed
to deter potential conflicts of interest and frontrunning
transactions, which typically involve a quick trading pattern
to capitalize on a short-lived market impact of a trade by one
of the Firm's client portfolios. The Firm's management shall
consider the policy reasons for the ban on short-term trades,
as stated herein, in determining when an exception to the
prohibition is permissible. The granting of an exception to
this prohibition shall be permissible if the securities
involved in the transaction are not (i) being considered for
purchase or sale by the portfolio of the Firm that serves as
the basis of the individual's "investment personnel" status or
(ii) being purchased or sold by the portfolio of the Firm that
serves as the basis of the individual's "investment personnel"
status and, are not economically related to such securities;
exceptions granted under this provision are conditioned upon
receipt by a duly authorized officer of the Firm of a report
of the transaction and certification by the respective
investment personnel that the transaction is in compliance
with this Code of Ethics (see Exhibit D).
(e) serve on the Board of Directors of any publicly traded company
without prior authorization of the President or other duly
authorized officer of the Firm or the Fund. Any such
authorization shall be based upon a determination that the
board service would be consistent with the interests of the
Firm's clients and the Fund's shareholders. Authorization of
board service shall be subject to the implementation by the
Firm of "Chinese Wall" or other procedures to isolate such
investment personnel from the investment personnel making
decisions about trading in that company's securities.
<PAGE> 10
(3) Portfolio Managers
(a) No portfolio manager shall:
(i) buy or sell a security within seven (7)
calendar days before and after any portfolio
of the Firm trades in that security. Any
trades made within the proscribed period
shall be unwound, if possible. Otherwise,
any profits realized on trades within the
proscribed period shall be disgorged to the
appropriate client portfolio(s).
C. EXEMPTED TRANSACTIONS
The prohibitions of Sections B(1)(b), B(2)(d) and B(3) shall not apply
to:
(1) purchases or sales effected in any account over which the
access person has no direct or indirect influence or control;
(2) purchases or sales which are non-volitional on the part of
either the access person or the Firm;
(3) purchases which are part of an automatic dividend reinvestment
plan;
(4) purchases effected 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;
(5) purchases or sales of securities which are not eligible for
purchase by the Firm or the Fund and which are not related
economically to securities purchased, sold or held by the Firm
or the Fund;
<PAGE> 11
(6) transactions which appear upon reasonable inquiry and investigation
to present no reasonable likelihood of harm to the clients and which
are otherwise in accordance with this Code and Section 206 of the
Advisers Act and Rule 17j-l of the 40 Act; For example, such
transactions would normally include purchases or sales of:
(a) securities of COMPANIES WITH A MARKET CAPITALIZATION IN EXCESS
OF $1 BILLION;
(b) within any three-consecutive month period, tip to $25,000
principal amount of a fixed income security or 100 shares of
an equity security (all trades within a three-consecutive
month period shall be integrated to determine the availability
of this exemption);
(c) up to 1,000 shares of a security which is being considered for
purchase or sale by a client portfolio or the Fund (but not
then being purchased or sold) if the issuer has a market
capitalization of over $1 billion, and if the proposed
acquisition or disposition by the Firm is less than one
percent of the class outstanding as shown by the most recent
report or statement published by the issuer, or less than one
percent of the average weekly reported volume of trading in
such securities on all national securities exchanges and/or
reported through the automated quotation system of a
registered securities association, during the four calendar
weeks prior to the individual's personal securities
transaction; or
(d) any amount of securities if the proposed acquisition or
disposition by the Firm or the Fund is in the amount of 1,000
or less shares and the security listed on a national
securities exchange or the national Association of Securities
Dealers Automated Quotation System.
D. COMPLIANCE PROCEDURES
(1) Pre-clearance
All access persons shall receive prior written approval from
the Firm's Compliance Officer, or other officer designated by
the Board of Directors before purchasing or selling
securities.
<PAGE> 12
Purchases or sales by access persons who are employees of United Asset
Management Corporation are not subject to the pre-clearance procedures set forth
herein, provided that such persons are required to pre-clear proposed
transactions in securities pursuant to a Code of Ethics.
Purchases or sales of securities which are not eligible for purchase or sale by
the Firm or any portfolio of the Firm that serves as the basis of the
individual's "access person" status shall be entitled to clearance automatically
from the Firm's Compliance Officer. This provision shall not relieve any access
person from compliance with pre-clearance procedures.
(2) Disclosure of Personal Holdings
All investment personnel shall disclose to the Firm's
Compliance Officer all personal securities holdings upon the
later of commencement of employment or adoption of this Code
of Ethics and thereafter on an annual basis as of December 31.
This initial report shall be made on the form attached as
Exhibit A and shall be delivered, upon request, to the Firm's
Compliance Officer, and, upon request, the Fund's Compliance
Officer.
(3) Certification of Compliance with Code of Ethics
(a) Every access person shall certify annually that:
(i) they have read and understand the Code of Ethics
and recognize that they are subject thereto;
(ii) they have complied with the requirements of the
Code of Ethics; and
(iii) they have reported all personal securities
transactions required to be reported pursuant to
the requirements of the Code of Ethics.
The annual report shall be made on the form attached as Exhibit B and
delivered to the Compliance Officers of the Firm and of the Fund.
<PAGE> 13
(4) Reporting Requirements
(a) Every access person shall report to the Compliance
Officers of the Firm and the Fund the information
described in, Sub-paragraph (4)(b) of this Section
with respect to transactions in any security in which
such person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership
in the security; provided, however, that an access
person shall not be required to make a report with
respect to transactions effected for any account over
which such person does not have any direct or
indirect influence.
(b) Reports required to be made under this Paragraph (4)
shall be made not later than 10 days after the end of
the calendar quarter in which the transaction to
which the report relates was effected. Every access
person shall be required to submit a report for all
periods, including those periods in which no
securities transactions were effected. A report shall
be made on the form attached hereto as Exhibit C or
on any other form containing the following
information:
(i) the date of the transaction, the title and
the number of shares, and the principal
amount of each security involved;
(ii) the nature of the transaction (i.e.,
purchase, sale or any other type of
acquisition or disposition);
(iii) the price at which the transaction was
effected; and
(iv) the name of the broker, dealer or bank with
or through whom the transaction was
effected.
Duplicate copies of the broker confirmation of all
personal transactions and copies of periodic
statements for all securities accounts may be
appended to Exhibit C to fulfill the reporting
requirements.
(c) Any such report may contain a statement that the
report shall not be construed as an admission by the
person making such report that he or she has any
direct or indirect beneficial ownership in the
security to which the report relates.
(d) The Compliance Officer of the Firm shall notify each
access person that he or she is subject to these
reporting requirements, and shall deliver a copy of
this Code of Ethics to each such person upon request.
<PAGE> 14
(e) Reports submitted to the Compliance Officers of the
Firm/Fund pursuant to this Code of Ethics shall be
confidential and shall be provided only to the
officers and directors of the Firm/Fund, Firm/Fund
counsel or regulatory authorities upon appropriate
request.
(5) Conflict of Interest
Every access person shall notify the Compliance Officers of
the Firm and the Fund of any personal conflict of interest
relationship which may involve the Firm's clients (including
the Fund), such as the existence of any economic relationship
between their transactions and securities held or to be
acquired by any portfolio of the Firm. Such notification shall
occur in the pre-clearance process.
E. REPORTING OF VIOLATIONS TO THE BOARD OF DIRECTORS
(1) The Firm's Compliance Officer shall promptly report to the
Board of Directors and to the Fund's Compliance Officer all
apparent violations of this Code of Ethics and the reporting
requirements thereunder.
(2) When the Firm's Compliance Officer finds that a transaction
otherwise reportable to the Board of Directors under Paragraph
(1) of this Section could not reasonably be found to have
resulted in a fraud, deceit or manipulative practice in
violation of Section 206 of the Advisers Act or Rule 17j-1 of
the 40 Act, he may, in his discretion, lodge a written
memorandum of such finding and the reasons therefor with the
reports made pursuant to this Code of Ethics, in lieu of
reporting the transaction to the Board of Directors.
(3) The Board of Directors, or a Committee of Directors created by
the Board of Directors for that purpose, shall consider
reports made to the Board of Directors hereunder and shall
determine whether or not this Code of Ethics has been violated
and what sanctions, if any, should be imposed.
<PAGE> 15
F. ANNUAL REPORTING TO THE BOARD OF DIRECTORS
(1) The Firm's Compliance Officer shall prepare an annual report
relating to this Code of Ethics to the Board of Directors.
Such annual report shall:
(a) summarize existing procedures concerning personal
investing and any changes in the procedures made
during the past year;
(b) identify any violations requiring significant
remedial action during the past year; and
(c) identify any recommended changes in the existing
restrictions or procedures based upon the Firm's
experience under its Code of Ethics, evolving
industry practices or developments in applicable laws
or regulations.
The Fund's Compliance Office will prepare a similar report for the
Fund's Board of Directors.
G. SANCTIONS
Upon discovering a violation of this Code, the Board of Directors may
impose such sanctions as they deem appropriate, including, among other things, a
letter of censure or suspension or termination of the employment of the
violator.
H. RETENTION OF RECORDS
This Code of Ethics, a list of all persons required to make reports
hereunder from time to time, as shall be updated by the Firm's Compliance
Officer, a copy of each report made by an access person hereunder, each
memorandum made by the Firm's Compliance Officer hereunder and a record of any
violation hereof and any action taken as a result of such violation, shall be
maintained by the Firm.
Dated: December 31, 1996
Revised: December 31, 1998
<PAGE> 16
Exhibit A
CODE OF ETHICS
INITIAL REPORT OF INVESTMENT PERSONNEL
To the Compliance Officer of Cooke & Bieler, Inc.:
1. I hereby acknowledge receipt of a copy of the Code of Ethics for
Cooke & Bieler, Inc.
2. I have read and understand the Code and recognize that I am subject
thereto in the capacity of an "Investment Personnel."
3. Except as noted below, I hereby certify that I have no knowledge of
the existence of any personal conflict of interest relationship which may
involve the Firm or the Fund, such as any economic relationship between my
transactions and securities held or to be acquired by Firm or any of its
portfolios.
4. As of the date below I had a direct or indirect beneficial ownership
in the following securities:
<TABLE>
<CAPTION>
Type of Interest
Name of Securities Number of Shares (Direct or Indirect)
- ------------------ ---------------- --------------------
<S> <C> <C>
</TABLE>
<TABLE>
<S> <C>
Date: Signature:
Print Name:
Title:
Firm: Cooke & Bieler, Inc.
Date: Signature:
Firm's Compliance Officer
</TABLE>
<PAGE> 17
Exhibit B
CODE OF ETHICS
ANNUAL REPORT OF ACCESS PERSONS
To the Compliance Officer of Cooke & Bieler, Inc.:
1. I have read and understand the Code and recognize that I am subject
thereto in the capacity of an "Access Person".
2. I hereby certify that, during the year ended December 31, 199__, I
have complied with the requirements of the Code and I have reported all
securities transactions required to be reported pursuant to the Code.
3. I hereby certify that I have not disclosed pending "buy" or "sell"
orders for a portfolio of the Firm or the Fund to any employees of any other UAM
affiliate, except where the disclosure occurred subsequent to the execution or
withdrawal of an order.
4. Except as noted below, I hereby certify that I have no knowledge of
the existence of any personal conflict of interest relationship which may
involve the Firm or Fund, such as any economic relationship between my
transactions and securities held or to be acquired by the Firm or any of its
portfolios, including the Fund.
5. As of December 31, 199__, I had a direct or indirect beneficial
ownership in the following securities:
<TABLE>
<CAPTION>
Type of Interest
Name of Securities Number of Shares (Direct or Indirect)
- ------------------ ---------------- --------------------
<S> <C> <C>
</TABLE>
Note: Do not report transactions in U.S. Government securities, bankers'
acceptances, bank certificates of deposit, commercial paper and unaffiliated
registered open-end investment companies (mutual funds). You are obligated to
report all balances of money market mutual funds annually and on a quarterly
basis.
<TABLE>
<S> <C>
Date: Signature:
Print Name:
Title:
Firm: Cooke & Bieler, Inc.
Date: Signature:
Firm's Compliance Officer
</TABLE>
<PAGE> 18
EXHIBIT C
COOKE & BIELER, INC.
ACCESS PERSONS
Securities Transactions Report for the Calendar Quarter Ended:
To the Compliance Officer of Cooke & Bieler, Inc. (with a copy to the Compliance
Officer of UAM Funds, Inc. (the "Fund")):
During the quarter referred to above, the following transactions were
effected in 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>
<CAPTION>
Broker/Dealer
Dollar Nature of or Bank
Amount Transaction Through
Date of No of of (Purchase, Whom
Security Transaction Shares Transaction Sale) Price Effected
- -------- ----------- ------ ----------- ----- ----- --------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
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 not knowledge or the existence of any personal conflict of interest
relationship which may involve Firm clients, such as the existence of any
economic relationship between my transactions and securities held or to be
acquired by Firm clients or any related portfolios.
NOTE: Do not report transactions in U.S. Government securities,
bankers' acceptances, bank certificates of deposit, commercial paper and
unaffiliated mutual funds. You are obligated to report money market mutual fund
balances on an annual and quarterly basis.
<TABLE>
<S> <C>
Date: Signature:
Print Name:
Title:
Firm: Cooke & Bieler, Inc.
Date: Signature:
Firm's Compliance Officer
</TABLE>
<PAGE> 19
EXHIBIT D
(page 1 of 2)
COOKE & BIELER, INC.
INVESTMENT PERSONNEL
Securities Transactions Report Relating to Short-Term Trading
(see Section B(2)(d), Code of Ethics)
For the Sixty-Day Period from _________ to _______
To the Compliance Officer of Cooke & Bieler, Inc. on behalf of UAM Funds, Inc.
(the "Fund"):
During the 60 day calendar day period referred to above, the following
purchases and sales, or sales and purchases, of the same (or equivalent)
securities were effected or are proposed to be effected in securities of which I
have, or by reason of such transaction acquired, direct or indirect beneficial
ownership.
<TABLE>
<CAPTION>
Date of Dollar Nature of
Transaction Amount Transaction Price (or Broker/Dealer or
(or proposed No of of (Purchase, Proposed Bank Through
Security transaction) Shares Transaction Sale) Price) Whom Effected
- -------- ------------ ------ ----------- ----- ------ -------------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
This report (i) excludes transactions with respect to which I have or
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.
With respect to the (1) portfolio that serves as the basis for my
"investment personnel" status with the Firm (the "Portfolio"); and (2)
transactions in the securities set forth in the table above, I hereby certify
that:
(a) I have no knowledge of the existence of any personal conflict
of interest relationship which may involve Firm clients, such
as frontrunning transactions or the existence of any economic
relationship between my transactions and securities held or to
be acquired by the Portfolio;
(b) such securities, including securities that are economically
related to such securities, involved in the transaction are
not (i) being considered for purchase or sale by Firm Clients,
including the Fund, or (ii) being purchased or sold by Firm
clients; and
<PAGE> 20
Exhibit D
(page 1 of 2)
(c) are in compliance with the Code of Ethics of Cooke & Bieler, Inc.
Date: Signature:
Print Name:
Title:
Firm: Cooke & Bieler, Inc.
In accordance with the provisions of Section B(2)(d) of the Code of Ethics of
Cooke & Bieler, Inc., the transaction proposed to be effected as set forth in
this Report is:
Authorized: [ ]
Unauthorized: [ ]
Date:
Signature:
Compliance Officer
<PAGE> 21
Exhibit E
COOKE & BIELER, INC.
ACCESS PERSONS
Personal Securities Transactions Pre-clearance Form
(see Section D(1), Code of Ethics)
To the Compliance Officer of Cooke & Bieler, Inc. (the "Firm"):
I hereby request pre-clearance of the following proposed transactions:
<TABLE>
<CAPTION>
Broker/Deal
Dollar Nature of er or Bank
Amount Transaction Price (or Through
of (Purchase, Proposed Whom Authorized
Security No of Shares Transaction Sale) Price) Effected YES NO
- -------- ------------ ----------- ----- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<S> <C>
Signature: Date:
Print Name:
Firm: Cooke & Bieler, Inc.
Signature: Date:
Firm's Compliance Officer
</TABLE>
