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STANDISH AYER & WOOD, INC.
STANDISH INTERNATIONAL MANAGEMENT CO., LLC
CODE OF ETHICS
A. STATEMENT OF POLICY.
This Code of Ethics is based upon the principle that the officers,
directors and employees of Standish, Ayer & Wood, Inc. and Standish
International Management Co., LLC (each, the "Adviser") owe a fiduciary
duty to the investment companies registered under the Investment Company
Act of 1940 (each a "Fund") and other clients for which the Adviser acts as
investment adviser or subadviser. Accordingly, each officer, director and
employee of the Adviser should conduct personal trading activities in a
manner that does not interfere with a client's portfolio transactions or
take advantage of a relationship with any client. Persons covered by this
Code of Ethics must adhere to these general principles as well as the
Code's specific requirements.
The fundamental position of the Adviser is that in effecting personal
securities transactions personnel of the Adviser must place at all times
the interests of clients ahead of their own pecuniary interests. All
personal securities transactions by these persons must be conducted in
accordance with this Code of Ethics and in a manner to avoid any actual or
potential conflict of interest or any abuse of any person's position of
trust and responsibility. Further, these persons should not take
inappropriate advantage of their positions with or on behalf of a client.
Without limiting the foregoing, it is the intention of the Adviser that
this Code of Ethics not prohibit personal securities transactions by the
Adviser's personnel made in accordance with the letter and the spirit of
the Code.
B. DEFINITIONS.
For purposes of this Code of Ethics, the following definitions will apply:
1. ACCESS PERSON. The term "ACCESS PERSON" means any director, officer or
advisory person (as defined below) of the Adviser.
2. ACQUISITION. The term "acquisition" or "acquire" includes the receipt
of any gift of COVERED SECURITIES.
3. ADVISORY PERSON. The term "ADVISORY PERSON" means
(a) Every employee or on-site independent contractor of the
Adviser (or of any company in a control relationship to the
Adviser) who, in connection with his or her regular functions or
duties, makes, participates in, or obtains information regarding,
the purchase or sale of COVERED SECURITIES (as defined below) by
a Fund or other client, or whose functions relate to the making
of any
Dated: June 2, 2000 Page 1 of 12
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recommendations concerning the purchase or sale of COVERED
SECURITIES by a Fund or other client; and
(b) Every natural person in a control relationship to the Adviser
who obtains information concerning recommendations made to a Fund
concerning the purchase or sale of a COVERED SECURITY and every
other employee or on-site independent contractor of the Adviser
designated as an ACCESS PERSON by the CODE OF ETHICS SUPERVISOR.
4. BENEFICIAL OWNERSHIP. The term "BENEFICIAL OWNERSHIP" means a direct
or indirect "pecuniary interest" (as defined in subparagraph (a)(2) of
Rule 16a-1 under the Securities Exchange Act of 1934 (the "1934 Act"))
that is held or shared by a person directly or indirectly (through any
contract, arrangement, understanding, relationship or otherwise) in a
security. While the definition of "pecuniary interest" in subparagraph
(a)(2) of Rule 16a-1 is complex, this term generally means the
opportunity directly or indirectly to profit or share in any profit
derived from a transaction in a security. An indirect pecuniary
interest in securities by a person would be deemed to exist as a
result of:
(a) ownership of securities by any of that person's immediate
family members sharing the same household (including a
child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother- or father-in-law,
sister- or brother-in-law, and son- or daughter-in-law);
(b) the person's partnership interest in the portfolio
securities held by a general or limited partnership which
such person controls;
(c) the person's right to receive dividends from a security if
this right is separate or separable from the underlying
securities;
(d) the person's interest in securities held by a trust under
certain circumstances; and
(e) the person's right to acquire securities through the
exercise or conversion of a "derivative security" (which
term excludes (i) a broad-based index option or future, (ii)
a right with an exercise or conversion privilege at a price
that is not fixed, and (iii) a security giving rise to the
right to receive another security only PRO RATA and by
virtue of a merger, consolidation or exchange offer
involving the issuer of the first security).
5. CODE OF ETHICS SUPERVISOR. The term "CODE OF ETHICS SUPERVISOR" means
the officer of the Adviser designated from time to time by the
Adviser's compliance officer to (a) authorize or deny permission to
purchase or sell COVERED SECURITIES, (b) receive and review reports of
purchases and sales by ACCESS PERSONS and (c) receive and review other
reports that may be required from time to time. The term "ALTERNATIVE
CODE OF ETHICS SUPERVISOR" means the officer of the Adviser designated
from time to time by the Adviser to perform the duties of the CODE OF
ETHICS SUPERVISOR in connection with personal transactions by the CODE
OF ETHICS SUPERVISOR or in the absence of the CODE OF ETHICS
SUPERVISOR.
Dated: June 2, 2000 Page 2 of 12
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6. CONFLICTS COMMITTEE. The term "CONFLICTS COMMITTEE" means any
committee designated by the management of the Adviser to resolve
conflicts of interest and oversee and enforce the Adviser's Code of
Ethics (or any successor committee or person that performs
substantially the same functions as the CONFLICTS COMMITTEE).
7. CONTROL. The term "CONTROL" has 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 the Adviser, unless such power is solely the
result of an official position with the Adviser.
8. COVERED SECURITY. The term "COVERED SECURITY" means a security as
defined in Section 2(a)(36) of the 1940 Act, except that it does not
include:
(a) Direct obligations of the government of the United States;
(b) Bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt instruments,
including repurchase agreements;
(c) Shares issued by open-end management investment companies
registered under the 1940 Act; and
(d) Any other security determined by the Securities and Exchange
Commission ("SEC") or its staff to be excluded from the
definition of "COVERED SECURITY" contained in Rule 17j-1 under
the 1940 Act.
9. DISPOSITION. The term "disposition" or "dispose" includes the making
of any personal or charitable gift of COVERED SECURITIES.
10. FAMILY ACCOUNT. The term "FAMILY ACCOUNT" means any brokerage or other
account containing securities (including but not limited to COVERED
SECURITIES) (1) in which an immediate family member of the ACCESS
PERSON not sharing the same household has BENEFICIAL OWNERSHIP and (2)
over which the ACCESS PERSON exercises direct or indirect, sole or
shared, investment control.
11. FUND. The term "Fund" has the meaning designated in the preamble
hereto.
12. INITIAL PUBLIC OFFERING. The term "INITIAL PUBLIC OFFERING" means an
offering of securities registered under the Securities Act of 1933, as
amended (the "1933 Act"), by an issuer, which immediately before
registration, was not subject to reporting requirements of Section 13
or 15(d) of the 1934 Act.
13. INVESTMENT DECISION MAKER. The term "INVESTMENT DECISION MAKER" means
any portfolio manager of the Adviser and any other ADVISORY PERSON who
assists a portfolio manager in making investment decisions for a Fund
or other client, including, but not limited to, all analysts of the
Adviser or of any company in a control relationship to the Adviser.
Dated: June 2, 2000 Page 3 of 12
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14. LIMITED OR PRIVATE OFFERING. The term "LIMITED OR PRIVATE OFFERING"
means an offering that is exempt from registration under Section 4(2)
or 4(6) of the 1933 Act or Rule 504, 505 or 506 thereunder.
15. 1940 ACT. The term "1940 Act" means the Investment Company Act of 1940
and the rules and regulations thereunder, both as amended from time to
time, and any order or orders thereunder which may from time to time
be applicable to any Fund.
16. PURCHASE. The term "purchase" includes the writing of an option to
purchase.
17. SALE. The term "sale" includes a short sale, the writing of an option
to sell and the making of a gift.
18. SECURITY BEING CONSIDERED FOR PURCHASE OR SALE. A security is "BEING
CONSIDERED FOR PURCHASE OR SALE" when a recommendation to purchase or
sell a security has been made and communicated and, with respect to
the person making the recommendation, when such person seriously
considers making such a recommendation.
19. SECURITY TO BE HELD OR ACQUIRED. The phrase "SECURITY HELD OR TO BE
ACQUIRED" means any COVERED SECURITY which, within the most recent 15
days, is or has been held by a Fund or is being or has been considered
by the Adviser for purchase by a Fund or any option to purchase or
sell and any security convertible into, or exchangeable for, such
COVERED SECURITY.
C. PROHIBITED AND RESTRICTED ACTIVITIES.
While the scope of actions which may violate the Statement of Policy set
forth above cannot be exactly defined, these actions would always include
at least the following prohibited activities.
1. COMPETING WITH CLIENT TRADES. No ACCESS PERSON may, directly or
indirectly, purchase or sell securities if the ACCESS PERSON knows, or
reasonably should know, that these securities transactions compete in
the market with actual or considered securities transactions for a
client, or otherwise personally act to injure a client's securities
transactions.
2. PERSONAL USE OF CLIENT TRADING KNOWLEDGE. No ACCESS PERSON may use the
knowledge about securities purchased or sold by a client or securities
being considered for purchase or sale by a client to profit
personally, directly or indirectly, by the market effect of such
transactions.
3. DISCLOSURE OF CLIENT TRADING KNOWLEDGE. No ACCESS PERSON may, directly
or indirectly, communicate to any person who is not an ACCESS PERSON
any non-public information relating to a client including, without
limitation, the purchase or sale or considered purchase or sale of a
security on behalf of a client, except to the extent necessary to
effectuate securities transactions on behalf of a client.
Dated: June 2, 2000 Page 4 of 12
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4. INITIAL PUBLIC OFFERINGS. No ACCESS PERSON may, directly or
indirectly, purchase any security sold in an INITIAL PUBLIC OFFERING,
unless the CONFLICTS COMMITTEE exempts the purchase because of special
conditions associated with the purchase.
5. LIMITED OR PRIVATE OFFERINGS. No ACCESS PERSON may, directly or
indirectly purchase any security issued pursuant to a LIMITED OR
PRIVATE OFFERING without obtaining prior written approval from the
CONFLICTS COMMITTEE. ACCESS PERSONS who have received authorization to
purchase securities in a LIMITED OR PRIVATE OFFERING must disclose
their BENEFICIAL OWNERSHIP of these securities when these ACCESS
PERSONS are involved in considering the purchase on behalf of a Fund
or other client of securities of the issuer of the privately placed
securities. A decision to purchase securities of this issuer must be
independently reviewed by an investment person with no personal
interest in that issuer.
6. ACCEPTANCE OF GIFTS. No ACCESS PERSON may 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 Adviser. The CONFLICTS
COMMITTEE will from time to time specify the value which will be
considered DE MINIMIS for purposes of this restriction.
7. BOARD SERVICE; OUTSIDE EMPLOYMENT. No ACCESS PERSON may serve on the
board of directors or trustees of any organization, whether publicly
traded or otherwise, absent prior written authorization and
determination by the CONFLICTS COMMITTEE that the board service would
be consistent with the interests of the Funds and other clients of the
Adviser. If board service is authorized, ACCESS PERSONS serving as
directors or trustees of issuers may not take part in an investment
decision on behalf of the Funds or other clients concerning securities
of these issuers. Likewise, no access person may accept any outside
employment absent the prior written authorization of the CONFLICTS
COMMITTEE.
8. TRANSACTIONS DURING BLACKOUT PERIOD. NO INVESTMENT DECISION MAKER may,
directly or indirectly, (a) purchase or sell any COVERED SECURITY in
which he or she has any BENEFICIAL OWNERSHIP or (b) purchase any
COVERED SECURITY if that purchase would cause the INVESTMENT DECISION
MAKER to acquire any BENEFICIAL OWNERSHIP, in each case within a
period of seven (7) calendar days before and after any Fund or other
client as to which he or she is an INVESTMENT DECISION MAKER has
purchased or sold such COVERED SECURITY.
9. SHORT-TERM TRADING. No ACCESS PERSON may purchase and sell, or sell
and purchase, the same (or equivalent) COVERED SECURITIES within a 60
calendar day period. The CONFLICTS COMMITTEE may, upon request, exempt
an ACCESS PERSON from this prohibition if the CONFLICTS COMMITTEE
determines that extenuating circumstances warrant the exemption.
10. DISCLOSURE OF PERSONAL INTEREST. No INVESTMENT DECISION MAKER may
recommend any securities transaction by a Fund or other client without
having previously disclosed any BENEFICIAL OWNERSHIP in these
securities or the issuer thereof to the Adviser, including without
limitation:
Dated: June 2, 2000 Page 5 of 12
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(a) That INVESTMENT DECISION MAKER'S BENEFICIAL OWNERSHIP of any
securities of the issuer;
(b) Any contemplated transaction by that INVESTMENT DECISION
MAKER in these securities;
(c) Any position with the issuer or its affiliates; and
(d) Any present or proposed business relationship between the
issuer or its affiliates and that INVESTMENT DECISION MAKER
or any party in which the INVESTMENT DECISION MAKER has a
significant interest.
An interested INVESTMENT DECISION MAKER may not participate in a decision
to purchase and sell securities of the issuer on behalf of a Fund or any
other client.
11. "GOOD UNTIL CANCELLED" OR "LIMIT ORDERS." No ACCESS PERSON may place
any "good until cancelled" or "limit" order that does not expire on
the day preclearance is granted.
D. EXEMPT TRANSACTIONS.
The following transactions are exempt from the preclearance requirements
and substantive prohibitions and restrictions of the Code, BUT ARE NOT
EXEMPT FROM ANY REPORTING REQUIREMENTS THAT MAY APPLY UNDER SECTION H OF
THIS CODE.
1. Purchases or sales for an 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 the ACCESS
PERSON;
3. Purchases which are part of an automatic dividend reinvestment plan,
but only to the extent the access person makes no voluntary adjustment
in the rate or type of investment or divestment;
4. Purchases or sales for which the ACCESS PERSON has received prior
written approval from the CODE OF ETHICS SUPERVISOR. Prior approval
will be granted only if a purchase or sale of COVERED SECURITIES is
consistent with the purposes of this Code of Ethics, Section 17(j) of
the 1940 Act and the rules thereunder;
5. Purchases in an INITIAL PUBLIC OFFERING if (a) the offering is part of
the "demutualization" or similar transaction of a mutual bank,
insurance company or similar issuer and the ACCESS PERSON'S ability to
participate is the direct result of the ACCESS PERSON'S ownership of
insurance policies or deposits issued or maintained by the issuer and
(b) the allocation of shares available for acquisition by the ACCESS
PERSON is based on the ACCESS PERSON'S ownership of these policies or
deposits;
6. Transactions involving the disposition solely of fractional shares of
equity COVERED SECURITIES; and
Dated: June 2, 2000 Page 6 of 12
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7. The RECEIPT of any gift of COVERED SECURITIES.
Subject to applicable law, the CONFLICTS COMMITTEE may, upon consideration
of all of the relevant facts and circumstances, grant a written exemption
from provisions of this Code of Ethics with respect to any transaction
based on a determination that the transaction does not conflict with the
interests of any Fund or client.
E. JOINT PARTICIPATION.
A specific provision of the 1940 Act prohibits ACCESS PERSONS, in the
absence of an order of the SEC, from effecting a transaction in which a
Fund is a "joint or a joint and several participant" with that ACCESS
PERSON. Any transaction which suggests the possibility of a question in
this area should be presented to the CODE OF ETHICS SUPERVISOR and legal
counsel for review.
F. DUPLICATE BROKERAGE CONFIRMATIONS AND STATEMENTS.
Each ACCESS PERSON must direct the ACCESS PERSON'S brokers to supply to the
CODE OF ETHICS SUPERVISOR, on a timely basis and not less frequently than
every calendar quarter, duplicate copies of confirmations of and account
statements reflecting all COVERED SECURITIES transactions and holdings (1)
in which the ACCESS PERSON has or acquires a direct or indirect BENEFICIAL
OWNERSHIP interest and (2) that are included in a FAMILY ACCOUNT, in each
case whether or not one of the exemptions listed in Section D above
applies.
G. PRECLEARANCE PROCEDURES FOR TRANSACTIONS IN SECURITIES.
1. Every ACCESS PERSON must request and obtain preclearance from the CODE
OF ETHICS SUPERVISOR before effecting any personal securities
transactions in COVERED SECURITIES in or as to which the ACCESS PERSON
both: (a) has or acquires a BENEFICIAL OWNERSHIP AND (b) has direct or
indirect, sole or shared, investment control, except for exempt
transactions described in Section D above. The ACCESS PERSON must
submit to the CODE OF ETHICS SUPERVISOR a preclearance request on a
form designated by the CODE OF ETHICS SUPERVISOR from time to time for
each purchase or sale of a COVERED SECURITY on behalf of such ACCESS
PERSON prior to the execution of such transaction.
2. The CODE OF ETHICS SUPERVISOR will compare the proposed transaction to
the daily Restricted List maintained by the Adviser. Preclearance will
be denied if: (a) the COVERED SECURITY is being considered for
purchase or sale by a Fund or other client or (b) there is an order
pending for a Fund or other client with respect to such COVERED
SECURITY. The transaction may not be effected unless the CODE OF
ETHICS SUPERVISOR pre-clears the transaction in writing or orally (and
subsequently confirming the oral preclearance in writing).
Preclearance is valid only for the trading day on which it is issued.
Dated: June 2, 2000 Page 7 of 12
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H. REPORTING REQUIREMENTS.
Every ACCESS PERSON subject to this Section H must submit to the CODE OF ETHICS
SUPERVISOR, on forms designated by the CODE OF ETHICS SUPERVISOR, the following
reports as to (1) all COVERED SECURITIES and brokerage accounts in which the
ACCESS PERSON has, or by reason of a transaction, acquires BENEFICIAL OWNERSHIP,
whether or not the ACCESS PERSON had any direct or indirect control over the
COVERED SECURITIES or accounts and (2) all FAMILY ACCOUNTS, IN EACH CASE,
INCLUDING REPORTS COVERING SECURITIES EXEMPTED BY SECTION D.
1. INITIAL HOLDINGS REPORTS. Not later than 10 days after an ACCESS
PERSON becomes an ACCESS PERSON, the following information:
(a) The title, number of shares and principal amount of each
COVERED SECURITY (i) in which the ACCESS PERSON had any direct or
indirect BENEFICIAL OWNERSHIP and (ii) that was included in a
FAMILY ACCOUNT when the ACCESS PERSON became an ACCESS PERSON;
(b) The name of any broker, dealer or bank with whom the ACCESS
PERSON maintained (i) an account containing securities (including
but not limited to COVERED SECURITIES) in which the ACCESS PERSON
had any direct or indirect BENEFICIAL OWNERSHIP or (ii) a FAMILY
ACCOUNT, each as of the date the ACCESS PERSON became an ACCESS
PERSON; and
(c) The date the report is being submitted by the ACCESS PERSON.
2. QUARTERLY TRANSACTION REPORTS. Not later than 10 days after the end of
each calendar quarter, the following information:
(a) COVERED SECURITIES TRANSACTIONS. With respect to any
acquisition or disposition during the calendar quarter of a
COVERED SECURITY (x) in which the ACCESS PERSON had any direct or
indirect BENEFICIAL OWNERSHIP and (y) that was included in a
FAMILY ACCOUNT:
(i) The date of the acquisition or disposition, the title,
the interest rate and maturity date (if applicable),
the number of shares and the principal amount of each
COVERED SECURITY;
(ii) The nature of the acquisition or disposition (i.e.,
purchase, sale, gift or any other type of acquisition
or disposition);
(iii) The price of the COVERED SECURITY at which the
acquisition or disposition was effected;
(iv) The name of the broker, dealer or bank with or through
which the acquisition or disposition was effected; and
(v) The date the report is submitted by the ACCESS PERSON
to the CODE OF ETHICS SUPERVISOR.
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However, if no reportable transactions in any COVERED SECURITIES
were effected during a calendar quarter, the affected ACCESS
PERSON must submit to the CODE OF ETHICS SUPERVISOR, within ten
calendar days after the end of the quarter, a report stating that
no reportable COVERED SECURITIES transactions were effected.
(b) BROKERAGE ACCOUNTS. With respect to (i) any account
established by the ACCESS PERSON containing securities (including
but not limited to COVERED SECURITIES) in which the person had a
direct or indirect BENEFICIAL OWNERSHIP and (ii) a FAMILY ACCOUNT
during the quarter:
(1) The name of the broker, dealer or bank with whom the
ACCESS PERSON established the account;
(2) The date the account was established; and
(3) The date the report is being submitted by the ACCESS
PERSON.
3. ANNUAL HOLDINGS REPORTS. By a date specified by the CODE OF ETHICS
SUPERVISOR and as of a date within 30 days before this reporting
deadline, the following information:
(a) The title, number of shares and principal amount of each
COVERED SECURITY (i) in which the ACCESS PERSON had any direct or
indirect BENEFICIAL OWNERSHIP and (ii) that was included in a
FAMILY ACCOUNT;
(b) The name of any broker, dealer or bank with whom the ACCESS
PERSON maintained (i) an account containing securities in which
the ACCESS PERSON had any direct or indirect BENEFICIAL OWNERSHIP
and (ii) a FAMILY ACCOUNT; and
(c) The date the report is being submitted by the ACCESS PERSON.
4. Every report concerning a COVERED SECURITIES transaction that would be
prohibited by Section C if an exemption were not available under
Section D must identify the exemption relied upon and describe the
circumstances of the transaction.
5. Notwithstanding subparagraph 2 of this Section H, an ACCESS PERSON
need not make quarterly transaction reports pursuant to this Code of
Ethics if the reported information would duplicate information
reported pursuant to Rule 204-2(a)(12) under the Investment Advisers
Act of 1940 (the "Advisers Act").
6. Any report submitted by an ACCESS PERSON in accordance with this Code
may contain a statement that the report will not be construed as an
admission by that person that he or she has any direct or indirect
BENEFICIAL OWNERSHIP in any COVERED SECURITY to which the report
relates. The existence of any report will not by itself be construed
as an admission that any event reported thereon constitutes a
violation of this Code.
7. To the extent consistent with Rule 17j-1 under the 1940 Act, and Rule
204-2(a)(12) under the Advisers Act, the CODE OF ETHICS SUPERVISOR may
approve other alternative reporting procedures from time to time.
Dated: June 2, 2000 Page 9 of 12
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8. With respect to transactions or holdings required to be reported under
Section H.1-3 of this Code of the type described in Section D.1-3 as
to reportable information which an ACCESS PERSON does not reasonably
have access to, or which is not known by an ACCESS PERSON, on the date
such report is required to be submitted, such ACCESS PERSON shall
nevertheless:
(a) file the required report in a timely manner;
(b) indicate in the report, to the extent then known to the
ACCESS PERSON, that certain data concerning reportable
transactions or holdings is unavailable or unknown, describing
the circumstances resulting in its being unavailable or unknown;
and
(c) submit a supplemental report containing such information
promptly upon his or her having access to such information.
I. INITIAL AND ANNUAL CERTIFICATION OF COMPLIANCE.
1. Each ACCESS PERSON, within ten (10) days after becoming an ACCESS
PERSON, must certify, on a form designated by the CODE OF ETHICS
SUPERVISOR, that the ACCESS PERSON:
(a) Has received, read and understands this Code of Ethics and
recognizes that the ACCESS PERSON is subject hereto;
(b) Will comply with all the requirements of this Code of Ethics;
and
(c) Has disclosed to the CODE OF ETHICS SUPERVISOR all holdings
of COVERED SECURITIES and all accounts required to be disclosed
pursuant to the requirements of this Code of Ethics.
2. Each ACCESS PERSON must also certify annually (by a date specified by
and on the form designated by the CODE OF ETHICS SUPERVISOR) that the
ACCESS PERSON:
(a) Has received, read and understand this Code of Ethics and
recognizes that the ACCESS PERSON is subject hereto;
(b) Has complied with all the requirements of this Code of
Ethics; and
(c) Has disclosed or reported all personal securities
transactions, holdings and accounts required to be disclosed or
reported in compliance with the requirements of this Code of
Ethics.
J. CONFIDENTIALITY.
All information obtained from any ACCESS PERSON hereunder normally will be
kept in strict confidence by the Adviser, except that reports of
transactions and other information obtained hereunder may be made available
to the Securities and Exchange Commission
Dated: June 2, 2000 Page 10 of 12
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or any other regulatory or self-regulatory organization or other civil or
criminal authority to the extent required by law or regulation or to the
extent considered appropriate by senior management of the Adviser in light
of all the circumstances. In addition, in the event of violations or
apparent violations of the Code, this information may be disclosed to
affected clients.
K. IDENTIFICATION OF AND NOTICE TO ACCESS PERSONS.
The CODE OF ETHICS SUPERVISOR will identify all persons who are considered
to be "ACCESS PERSONS" and INVESTMENT DECISION MAKERS and inform these
persons of their respective duties and provide these persons with copies of
this Code of Ethics.
L. REVIEW OF REPORTS.
The CODE OF ETHICS SUPERVISOR will review the information to be compiled
under this Code of Ethics in accordance with such review procedures as the
CODE OF ETHICS SUPERVISOR and CONFLICTS COMMITTEE may from time to time
determine to be appropriate in light of the purposes of this Code of
Ethics.
M. SANCTIONS.
Any violation of this Code of Ethics will result in the imposition of such
sanctions as the CONFLICTS COMMITTEE may deem appropriate under the
circumstances, which may include, but are not limited to, a warning,
disgorgement of profits obtained in connection with a violation, the
imposition of fines, suspension, demotion, termination of employment or
referral to civil or criminal authorities.
N. RECORDKEEPING REQUIREMENTS.
The Adviser will maintain and preserve:
1. In an easily accessible place, a copy of this Code of Ethics (and any
prior code of ethics that was in effect at any time during the past five
years) for a period of five years;
2. In an easily accessible place, a record of any violation of this Code of
Ethics (and any prior code of ethics that was in effect at any time during
the past five years) and of any action taken as a result of such violation
for a period of five years following the end of the fiscal year in which
the violation occurs;
3. A copy of each report (or computer printout) submitted under this Code
of Ethics for a period of five years, provided that for the first two years
such reports must be maintained and preserved in an easily accessible
place;
4. In an easily accessible place, a list of all persons who are, or within
the past five years were, required to make or required to review, reports
pursuant to this Code of Ethics;
5. A copy of each report provided to any Fund as required by paragraph
(c)(2)(ii) of Rule 17j-1 under the 1940 Act or any successor provision for
a period of five years
Dated: June 2, 2000 Page 11 of 12
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following the end of the fiscal year in which the report is made, provided
that for the first two years such record will be preserved in an easily
accessible place; and
6. A written record of any decision, and the reasons supporting any
decision, to approve the purchase by an ACCESS PERSON of any security in an
INITIAL PUBLIC OFFERING or in a LIMITED OR PRIVATE OFFERING for a period of
five years following the end of the fiscal year in which the approval is
granted.
Dated: June 2, 2000 Page 12 of 12
