Exhibit (p)(3)
BACK BAY ADVISORS, L.P.
CODE OF ETHICS
Adopted April 1, 2000
This is the Code of Ethics of Back Bay Advisors, L.P. (the "Firm").
THINGS YOU NEED TO KNOW TO USE THIS CODE
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1. Terms in BOLDFACE TYPE have special meanings as used in this Code. To
understand the Code, you need to read the definitions of these terms. The
definitions are at the end of the Code.
2. To understand what parts of this Code apply to you, you need to know
whether you fall into one of these categories:
O ACCESS PERSON
O INVESTMENT PERSON
If you don't know, ask the Compliance Officer.
Currently all employees of the Firm are designated as INVESTMENT PERSONS.
If you have any questions regarding this policy, ask the COMPLIANCE OFFICER.
With respect to the provisions detailed below, the Code Officer has the
authority to act on behalf of the Compliance Officer.
This Code has three sections:
Part I -- Applies to All Personnel
Part I -- Applies to ACCESS PERSONS and INVESTMENT PERSONS
Part II -- Definitions
There are also three Reporting Forms that ACCESS PERSONS have to fill out
under this Code. You can get copies of the Reporting Forms from the COMPLIANCE
OFFICER.
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NOTE: If you are an INVESTMENT PERSON, you are automatically an ACCESS
PERSON too, so you must comply with both the ACCESS PERSON provisions and the
INVESTMENT PERSON provisions.
By SEC rule, all the members of the board of directors of the Firm's
general partner, Back Bay Advisors, Inc. ("BBA Inc.") are ACCESS PERSONS, even
those who aren't employees of the Firm. So all board members are subject to both
Part I and Part II of this Code.
3. The Compliance Officer has the authority to grant written waivers of the
provisions of this Code in appropriate instances. However:
o the Firm expects that waivers will be granted only in rare
instances, and
o some provisions of the Code are mandated by SEC rule and cannot
be waived.
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PART I--APPLIES TO ALL PERSONNEL (INCLUDING ALL MEMBERS OF THE BBA INC. BOARD)
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A. GENERAL PRINCIPLES--THESE APPLY TO ALL PERSONNEL (INCLUDING ALL
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BBA INC. BOARD MEMBERS)
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The Firm is a fiduciary for its investment advisory and sub-advisory
clients. Because of this fiduciary relationship, it is generally improper for
the Firm or its personnel to
o use for their own benefit (or the benefit of anyone other than
the client) information about the Firm's trading or
recommendations for client accounts; or
o take advantage of investment opportunities that would otherwise
be available for the Firm's clients.
Also, as a matter of business policy, the Firm wants to avoid even the
appearance that the Firm, its personnel or others receive any improper benefit
from information about client trading or accounts, or from our relationships
with our clients or with the brokerage community.
The Firm expects all personnel to comply with the spirit of the Code, as
well as the specific rules contained in the Code.
The Firm treats violations of this Code (including violations of the spirit
of the Code) very seriously. If you violate either the letter or the spirit of
this Code, the Firm might impose penalties or fines, cut your compensation,
demote you, require disgorgement of trading gains, impose a ban on one's
personal trading, suspend or terminate your employment.
Improper trading activity can constitute a violation of this Code. But you
can also violate this Code by failing to file required reports in a timely
manner, or by making inaccurate or misleading reports or statements concerning
trading activity or securities accounts. Your conduct can violate this Code even
if no clients are harmed by your conduct.
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If you have any doubt or uncertainty about what this Code requires or
permits, you should ask the COMPLIANCE OFFICER. Don't just guess at the answer.
B. GIFTS TO OR FROM BROKERS, CLIENTS OR OTHERS--THIS APPLIES TO ALL
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PERSONNEL (INCLUDING ALL BBA INC. BOARD MEMBERS)
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No personnel may accept or receive on their own behalf or on behalf of the
Firm any gift or other accommodations from a vendor, broker, securities
salesman, client or prospective client (a "business contact") that might create
a conflict of interest or interfere with the impartial discharge of such
personnel's responsibilities to the Firm or its clients or place the recipient
or the Firm in a difficult or embarrassing position. This prohibition applies
equally to gifts to members of the FAMILY/HOUSEHOLD of firm personnel.
No personnel may give or receive on their own behalf or on behalf of the
Firm any gift or other accommodation to a business contact that may be construed
as an improper attempt to influence the recipient.
In no event should gifts to or from any one business contact have a value
that exceeds the annual limitation on the dollar value of gifts established by
the Compliance Officer from time to time (currently $100).
These policies are not intended to prohibit normal business entertainment
such as meals or tickets to sporting events or the theatre. PLEASE NOTE THAT
BUSINESS ENTERTAINMENT IS DIFFERENT THAN GIVING OR RECEIVING GIFTS. IF YOU ARE
UNSURE WHETHER SOMETHING IS A GIFT OR BUSINESS ENTERTAINMENT, ASK THE COMPLIANCE
OFFICER.
C. SERVICE ON THE BOARD OR AS AN OFFICER OF ANOTHER COMPANY--THIS APPLIES TO
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ALL PERSONNEL (INCLUDING ALL BOARD MEMBERS)
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To avoid conflicts of interest, inside information and other compliance and
business issues, the Firm prohibits all its employees from serving as officers
or members of the board of any other entity, except with the advance written
approval of the Firm. Approval must be obtained through the COMPLIANCE OFFICER,
and will ordinarily require consideration by senior officers or the board of the
Firm. The Firm can deny approval for any reason. This prohibition does not apply
to service as an officer or board
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member of any parent or subsidiary of the Firm nor does it apply to members of
the Firm's board who are not employees of the Firm.
PART II--APPLIES TO ACCESS PERSONS AND INVESTMENT PERSONS
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A. REPORTING REQUIREMENTS--THESE APPLY TO ALL ACCESS PERSONS (INCLUDING
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ALL INVESTMENT PERSONS AND ALL MEMBERS OF THE FIRM'S BOARD)
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NOTE: One of the most complicated parts of complying with this Code is
understanding what holdings, transactions and accounts you must report and what
accounts are subject to trading restrictions. For example, accounts of certain
members of your family and household are covered, as are certain categories of
trust accounts, certain investment pools in which you might participate, and
certain accounts that others may be managing for you. To be sure you understand
what holdings, transactions and accounts are covered, it is essential that you
carefully review the definitions of COVERED SECURITY, FAMILY/HOUSEHOLD and
BENEFICIAL OWNERSHIP in the "Definitions" section at the end of this Code.
ALSO: YOU MUST FILE THE REPORTS DESCRIBED BELOW, EVEN IF YOU HAVE NO HOLDINGS,
TRANSACTIONS OR ACCOUNTS TO LIST IN THE REPORTS.
1. INITIAL HOLDINGS REPORTS. No later than 10 days after you become an
ACCESS PERSON, you must file with the COMPLIANCE OFFICER a Holdings Report on
Form A (copies of all reporting forms are available from the COMPLIANCE
OFFICER). However, for the initial conversion to the new code, personnel who are
ACCESS PERSONS as of the date this Code goes into effect (April 1, 2000) must
file an Initial Holdings Report as of March 31, 2000 on Form A with the
COMPLIANCE OFFICER by April 30, 2000.
Form A requires you to list all COVERED SECURITIES in which you (or members
of your FAMILY/HOUSEHOLD) have BENEFICIAL OWNERSHIP. It also requires you to
list all brokers, dealers and banks where you maintained an account in which any
securities (not just COVERED SECURITIES) were held for the direct or indirect
benefit of you or a member of your FAMILY/HOUSEHOLD on the date you became an
ACCESS PERSON. If you are an ACCESS PERSON on the date this Code goes into
effect, such list due by April 30, 2000 for the period ending March 31, 2000.
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Form A also requires you to confirm that you have read and understand this
Code, that you understand that it applies to you and members of your
FAMILY/HOUSEHOLD and that you understand that you are an ACCESS PERSON and, if
applicable, an INVESTMENT PERSON under the Code.
2. QUARTERLY TRANSACTION REPORTS. No later than 10 days after the end of
March, June, September and December each year, you must file with the COMPLIANCE
OFFICER a Quarterly Transactions Report on Form B.
Form B requires you to report all transactions during the most recent
calendar quarter in COVERED SECURITIES, where you (or a member of your
FAMILY/HOUSEHOLD) had BENEFICIAL OWNERSHIP. It also requires you to either
confirm or amend your complete list of all brokers, dealers and banks where you
or a member of your FAMILY/HOUSEHOLD established an account in which any
securities (not just COVERED SECURITIES) were held during the quarter for the
direct or indirect benefit of you or a member of your FAMILY/HOUSEHOLD.
3. ANNUAL HOLDINGS REPORTS. By January 30 of each year, you must file with
the COMPLIANCE OFFICER an Annual Holdings Report on Form C as of December 31.
Form C requires you to list all COVERED SECURITIES in which you (or a
member of your FAMILY/HOUSEHOLD) had BENEFICIAL OWNERSHIP as of December 31. It
also requires you to list all brokers, dealers and banks where you or a member
of your FAMILY/HOUSEHOLD maintained an account in which any securities (not just
COVERED SECURITIES) were held for the direct or indirect benefit of you or a
member of your FAMILY/HOUSEHOLD on December 31.
Form C also includes requires you to confirm that you have read and
understand this Code, that you understand that it applies to you and members of
your FAMILY/HOUSEHOLD and that you understand that you are an ACCESS PERSON and,
if applicable, an INVESTMENT PERSON under the Code.
4. DUPLICATE CONFIRMATION STATEMENTS. If you or any member of your
FAMILY/HOUSEHOLD have a securities account with any broker, dealer or bank, you
or your FAMILY/HOUSEHOLD member must direct that broker, dealer or bank to send,
directly to the Firm's COMPLIANCE
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OFFICER, contemporaneous duplicate copies of all transaction confirmation
statements and all account statements relating to that account.
B. TRANSACTION RESTRICTIONS--THESE APPLY TO ALL ACCESS PERSONS (INCLUDING
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ALL INVESTMENT PERSONS), EXCEPT MEMBERS OF THE FIRM'S BOARD WHO ARE NOT
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EMPLOYEES OF THE FIRM
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1. PRECLEARANCE. You and members of your FAMILY/HOUSEHOLD are prohibited
from engaging in any transaction in a COVERED SECURITY for any account in which
you or a member of your FAMILY/HOUSEHOLD has any BENEFICIAL OWNERSHIP, unless
you obtain, in advance of the transaction, written preclearance for that
transaction from the COMPLIANCE OFFICER.
ONCE OBTAINED, A PRECLEARANCE IS ONLY VALID FOR THE DAY IT IS GRANTED. The
COMPLIANCE OFFICER may revoke a preclearance any time after it is granted and
before you execute the transaction. The COMPLIANCE OFFICER may deny or revoke
preclearance for any reason. In no event will preclearance be granted for any
COVERED SECURITY if, to the knowledge of the COMPLIANCE OFFICER, the Firm has a
buy or sell order pending for that same security or a closely related security
(such as an option relating to that security, or a related convertible or
exchangeable security).
2. INITIAL PUBLIC OFFERINGS AND PRIVATE PLACEMENTS. Neither you nor any
member of your FAMILY/HOUSEHOLD may acquire any BENEFICIAL OWNERSHIP in any
COVERED SECURITY in an initial public offering. However, private placements may
be acquired with the specific, advance written approval of the COMPLIANCE
OFFICER, which the COMPLIANCE OFFICER may deny for any reason. In addition, the
COMPLIANCE OFFICER shall retain a record of the approval of, and the rationale
supporting any acquisition by investment personnel in private placements.
3. PROHIBITION ON SHORT-TERM TRADING. Neither you nor any member of your
FAMILY/HOUSEHOLD may purchase and sell at a profit, or sell and purchase, a
COVERED SECURITY (or any closely related security, such as an option or a
related convertible or exchangeable security) within any period of 60 calendar
days. If any such transactions occur, the Firm will require any profits from the
transactions to be disgorged for donation by the Firm to charity.
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C. 15-DAY BLACKOUT PERIOD--THIS APPLIES TO ALL ACCESS PERSONS (INCLUDING ALL
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INVESTMENT PERSONS), EXCEPT MEMBERS OF THE FIRM'S BOARD WHO ARE NOT EMPLOYEES
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OF THE FIRM
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No ACCESS PERSON (including any member of the FAMILY/HOUSEHOLD of such
ACCESS PERSON) may purchase or sell any COVERED SECURITY within the seven
calendar days immediately before or after a calendar day on which any client
account managed by the Firm purchases or sells that COVERED SECURITY (or any
closely related security, such as an option or a related convertible or
exchangeable security), unless the ACCESS PERSON had no actual knowledge that
the COVERED SECURITY (or any closely related security) was being considered for
purchase or sale for any client account. If any such transactions occur, the
Firm will generally require any profits from the transactions to be disgorged
for donation by the Firm to charity. Note that the total blackout period is 15
days (the day of the client trade, plus seven days before and seven days after).
NOTE: It sometimes happens that an INVESTMENT PERSON who is responsible for
making investment recommendations or decisions for client accounts (such as a
portfolio manager or analyst) determines--within the seven calendar days after
the day he or she (or a member of his or her FAMILY/HOUSEHOLD) has purchased or
sold for his or her own account a COVERED SECURITY that was not, to the
INVESTMENT PERSON'S knowledge, then under consideration for purchase by any
client account--that it would be desirable for client accounts as to which the
INVESTMENT PERSON is responsible for making investment recommendations or
decisions to purchase or sell the same COVERED SECURITY (or a closely related
security). In this situation, the INVESTMENT PERSON MUST put the clients'
interests first, and promptly make the investment recommendation or decision in
the clients' interest, rather than delaying the recommendation or decision for
clients until after the seventh day following the day of the transaction for the
INVESTMENT PERSON'S (or FAMILY/HOUSEHOLD member's) own account to avoid conflict
with the blackout provisions of this Code. The Firm recognizes that this
situation may occur in entire good faith, and will not require disgorgement of
profits in such instances if it appears that the INVESTMENT PERSON acted in good
faith and in the best interests of the Firm's clients.
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D. EXEMPT TRANSACTIONS
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The preclearance requirements, prohibitions on short term trading and the
15 day blackout period do not apply to the following categories of transactions:
o Transactions in securities guaranteed by the United States
Government, or any securities issued or guaranteed by its
agencies or instrumentalities thereof.
o Transactions in any registered open-end mutual fund.
o Transactions in common or preferred stocks of a class that is
publicly-traded, issued by a company with a stock market
capitalization of at least $10 billion U.S. dollars (or the
equivalent in foreign currency).
o Transactions in futures and options contracts on interest rate
instruments or indexes, and options on such contracts.
o Transactions that occur by operation of law or under any other
circumstance in which neither the ACCESS PERSON nor any member
of his or her FAMILY/HOUSEHOLD exercises any discretion to buy
or sell or makes recommendations to a person who exercises such
discretion.
o Purchases pursuant to the exercise of rights issued pro rata to
all holders of the class of COVERED SECURITIES held by the
ACCESS PERSON (or FAMILY/HOUSEHOLD member) and received by the
ACCESS PERSON (or FAMILY/HOUSEHOLD member) from the issuer.
o Purchases of COVERED SECURITIES pursuant to an automatic
dividend reinvestment plan.
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DEFINITIONS
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These terms have special meanings in this Code of Ethics:
ACCESS PERSON
BENEFICIAL OWNERSHIP
COMPLIANCE OFFICER
COVERED SECURITY
FAMILY/HOUSEHOLD
GENERAL PARTNER
INITIAL PUBLIC OFFERING
INVESTMENT PERSON
PRIVATE PLACEMENT
The special meanings of these terms as used in this Code of Ethics are
explained below. Some of these terms (such as "beneficial ownership") are
sometimes used in other contexts, not related to Codes of Ethics, where they
have different meanings. For example, "beneficial ownership" has a different
meaning in this Code of Ethics than it does in the SEC's rules for proxy
statement disclosure of corporate directors' and officers' stockholdings, or in
determining whether an investor has to file 13D or 13G reports with the SEC.
IMPORTANT: IF YOU HAVE ANY DOUBT OR QUESTION ABOUT WHETHER AN
INVESTMENT, ACCOUNT OR PERSON IS COVERED BY ANY OF THESE DEFINITIONS,
ASK THE COMPLIANCE OFFICER. DON'T JUST GUESS AT THE ANSWER.
ACCESS PERSON means access person as defined in Rule 17j-1 under the Investment
Company Act, as amended from time to time. Currently this includes:
o Every member of the board of directors of the Firm's general
partner, BBA Inc., even those board members that are not
employees of the Firm
o Every officer of the Firm
o Every employee of the Firm (or of any company that directly or
indirectly has a 25% or greater interest in the Firm) who, in
connection with his or her regular functions or duties, makes,
participates in or
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obtains information regarding the purchase or sale of a COVERED
SECURITY for any client account, or whose functions relate to
the making of any recommendations with respect to such purchases
and sales.
BENEFICIAL OWNERSHIP means beneficial ownership as defined in Rule 17j-1 under
the Investment Company Act, as amended from time to time. Currently this means:
any opportunity, directly or indirectly, to profit or share in the profit from
any transaction in securities. BENEFICIAL OWNERSHIP is a very broad concept.
Some examples of forms of BENEFICIAL OWNERSHIP include:
o securities held in a person's own name, or that are held for the
person's benefit in nominee, custodial or "street name"
accounts.
o securities owned by or for a partnership in which the person is
a general partner (whether the ownership is under the name of
that partner, another partner or the partnership or through a
nominee, custodial or "street name" account).
o securities that are being managed for a person's benefit on a
discretionary basis by an investment adviser, broker, bank,
trust company or other manager, UNLESS the securities are held
in a "blind trust" or similar arrangement under which the person
is prohibited by contract from communicating with the manager of
the account and the manager is prohibited from disclosing to the
person what investments are held in the account. (Just putting
securities into a discretionary account is not enough to remove
them from a person's BENEFICIAL OWNERSHIP. This is because,
unless the arrangement is a "blind trust," the owner of the
account can still communicate with the manager about the account
and potentially influence the manager's investment decisions.)
o securities in a person's individual retirement account.
o securities in a person's account in a 401(k) or similar
retirement plan, even if the person has chosen to give someone
else investment discretion over the account.
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o securities owned by a trust of which the person is either a
TRUSTEE or a BENEFICIARY.
o securities owned by a corporation, partnership or other entity
that the person controls (whether the ownership is under the
name of that person, under the name of the entity or through a
nominee, custodial or "street name" account).
o securities that are traded on behalf of an investment club of
which an ACCESS PERSON is a club member or which a member of
your FAMILY/HOUSEHOLD is a member.
This is not a complete list of the forms of ownership that could constitute
BENEFICIAL OWNERSHIP for purposes of this Code. You should ask the COMPLIANCE
OFFICER if you have any questions or doubts at all about whether you or a member
of your FAMILY/HOUSEHOLD would be considered to have BENEFICIAL OWNERSHIP in any
particular situation.
COMPLIANCE OFFICER means the compliance officer of the Firm or another person
that he or she has designated to perform the functions of Compliance Officer.
For purposes of reviewing the Compliance Officer's own transactions and reports
under this Code, the functions of the Compliance Officer are performed by an
individual appointed by the GENERAL PARTNER.
COVERED SECURITY means a covered security as defined in Rule 17j-1 under the
Investment Company Act, as amended from time to time. Currently this means:
anything that is considered a "security" under the Investment Company Act of
1940, EXCEPT:
o Direct obligations of the U.S. Government.
o Bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt obligations, including
repurchase agreements.
o Shares of OPEN-END investment companies that are registered
under the Investment Company Act (mutual funds).
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COVERED SECURITY is a very broad definition of security. It includes most kinds
of investment instruments, including things that you might not ordinarily think
of as "securities," such as:
o options on securities, on indexes and on currencies.
o investments in all kinds of limited partnerships.
o investments in foreign unit trusts and foreign mutual funds.
o investments in private investment funds, hedge funds and
investment clubs.
If you have any question or doubt about whether an investment is a considered a
security or a COVERED SECURITY under this Code, ASK THE COMPLIANCE OFFICER.
Members of your FAMILY/HOUSEHOLD include:
o Your spouse or domestic partner (unless he or she does not live
in the same household as you and you do not contribute in any
way to his or her support).
o Your children under the age of 18.
o Your children who are 18 or older (if they live in the same
household as you and you contribute in any way to their
support).
o Any of these people who live in your household: your
stepchildren, grandchildren, parents, stepparents, grandparents,
brothers, sisters, parents-in-law, sons-in-law,
daughters-in-law, brothers-in-law and sisters-in-law, including
adoptive relationships.
o Any individuals for which you are exercising investment control
or are doing so on one's behalf.
Comment--There are a number of reasons why this Code covers transactions in
which members of your FAMILY/HOUSEHOLD have BENEFICIAL OWNERSHIP.
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First, the SEC regards any benefit to a person that you help support financially
as indirectly benefiting you, because it could reduce the amount that you might
otherwise need to contribute to that person's support. Second, members of your
household could, in some circumstances, learn of information regarding the
Firm's trading or recommendations for client accounts, and must not be allowed
to benefit from that information.
GENERAL PARTNER means the Board of Directors of Back Bay Advisors, Inc.
INITIAL PUBLIC OFFERING ("IPO") means an offering of securities registered under
the Securities Act of 1933, the issuer of which, immediately before the
registration, was not subject to the reporting requirements of sections 13 or
15(d) of the Securities Exchange Act of 1934.
INVESTMENT PERSON means any employee of the Firm (or of any company that
directly or indirectly has a 25% or greater interest in the Firm) who, in
connection with his or her regular functions or duties, makes, participates in
or obtains information regarding the purchase or sale of any securities (even if
they're not COVERED SECURITIES) for any client account, or whose functions
relate to the making of any recommendations with respect to purchases and sales;
and any natural person who directly or indirectly has a 25% or greater interest
in the Firm and obtains information concerning recommendations made to any
client of the Firm regarding the purchase or sale of any securities (even if
they're not COVERED SECURITIES) by the client.
PRIVATE PLACEMENT means a stock or bond that is not registered with the
Securities & Exchange Commission and therefore cannot be sold in the public
market.
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BACK BAY ADVISORS, L.P. - CODE OF ETHICS
FORM A - INITIAL HOLDINGS REPORT
NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE
COMPLIANCE OFFICER NO LATER THAN 10 DAYS AFTER BECOMING AN ACCESS PERSON UNDER
BACK BAY ADVISORS' CODE OF ETHICS (the "CODE"). (PERSONNEL WHO WERE ACCESS
PERSONS ON THE DATE THE CODE WENT INTO EFFECT MUST FILE A COMPLETED FORM A WITH
THE COMPLIANCE OFFICER BY April 30, 2000.) TERMS IN BOLDFACE TYPE HAVE THE
MEANINGS SET FORTH IN THE CODE.
Name of ACCESS PERSON: ____________________________________________
Date I Became an ACCESS PERSON (the "Reporting Date"): ________________ (for
personnel who were ACCESS PERSONS on the date the Code went into effect,
the Reporting Date is March 31, 2000)
Date received by COMPLIANCE OFFICER: ______________________________________
INITIAL CERTIFICATION:
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I understand that for purposes of the Code I am classified as:
[ ] AN ACCESS PERSON
[ ] INVESTMENT PERSONNEL
INITIAL HOLDINGS REPORT (CHECK ONE OF THE FOLLOWING TWO BOXES):
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[ ] Neither I, nor any member of my FAMILY/HOUSEHOLD, has BENEFICIAL
OWNERSHIP of any COVERED SECURITIES.
[ ] Attached as APPENDIX A is a complete list of all COVERED SECURITIES in
which I, and/or a member of my FAMILY/HOUSEHOLD, had BENEFICIAL
OWNERSHIP on the Reporting Date.
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ACCOUNTS WITH BROKERS, DEALERS AND/OR BANKS (CHECK ONE OF THE FOLLOWING TWO
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BOXES):
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[ ] Neither I, nor any member of my FAMILY/HOUSEHOLD, had, as of the
Reporting Date, any accounts with brokers, dealers or banks in which any
securities (including securities which are not COVERED SECURITIES) are
held, and with respect to which I, or any member of my FAMILY/HOUSEHOLD,
has BENEFICIAL OWNERSHIP.
[ ] All accounts that I, and/or any member of my FAMILY/HOUSEHOLD, maintain
with brokers, dealers or banks in which securities (including securities
which are not COVERED SECURITIES) are held, and with respect to which I,
and/or a member of my FAMILY/HOUSEHOLD, had BENEFICIAL OWNERSHIP as of
the Reporting Date are set forth below:
NAME(S) AND ADDRESS(ES)
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OF INSTITUTION(S) ACCOUNT NUMBER(S) NAME(S) ON ACCOUNT
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All information provided in this Form A is true and complete to the best
of my knowledge.
I have read the Code, and will keep a copy for future reference. I
understand my responsibilities under the Code and agree to comply with
all of its terms and conditions. In particular, I understand that the
Code applies to me and to all investments in which I have BENEFICIAL
OWNERSHIP, as well as investments in which members of my
FAMILY/HOUSEHOLD have BENEFICIAL OWNERSHIP.
Signed: __________________________
Date: __________________________
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APPENDIX A - INITIAL REPORT OF ALL COVERED SECURITIES
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Name of ACCESS PERSON: ___________________________________
Title/Description of COVERED SECURITIES Number of Shares (or Principal
Amount, if not a stock)
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Note: Please use additional sheets as needed ;AND/OR.
[ ] PLEASE SEE ATTACHED BROKERAGE STATEMENTS FOR A COMPLETE LISTING OF MY
ACCOUNTS AND HOLDINGS.
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BACK BAY ADVISORS, L.P. - CODE OF ETHICS
FORM B - QUARTERLY TRANSACTION REPORT
NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE
COMPLIANCE OFFICER NO LATER THAN 10 DAYS AFTER THE END OF MARCH, JUNE, SEPTEMBER
AND DECEMBER OF EACH YEAR. TERMS IN BOLDFACE TYPE HAVE THE MEANINGS SET FORTH IN
THE CODE.
Name of ACCESS PERSON: ___________________________________________________
Reporting Period/Calendar Quarter End Date: ______________________________
Date received by COMPLIANCE OFFICER: _____________________________________
TRANSACTIONS REPORT (CHECK ONE OF THE FOLLOWING THREE BOXES):
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[ ] There were no transactions in COVERED SECURITIES during the most
recently completed calendar quarter in which I, or any member of my
FAMILY/HOUSEHOLD, had BENEFICIAL OWNERSHIP.
[ ] Attached as APPENDIX B is a complete list of all transactions in COVERED
SECURITIES during the most recently completed calendar quarter in which
I, and/or any member of my FAMILY/HOUSEHOLD, had BENEFICIAL OWNERSHIP.
[ ] Attached are duplicate broker confirmations of all transactions in
COVERED SECURITIES during the most recently completed calendar quarter
in which I, and/or any member of my FAMILY/HOUSEHOLD, had BENEFICIAL
OWNERSHIP.
NEW SECURITIES ACCOUNTS (CHECK ONE OF THE FOLLOWING TWO BOXES):
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[ ] Neither I, nor any member of my FAMILY/HOUSEHOLD, established any new
accounts during the most recent calendar quarter with brokers, dealers
or banks in which securities (including securities which are not COVERED
SECURITIES) are held, and with respect to which I, and/or any member of
my FAMILY/HOUSEHOLD, had BENEFICIAL OWNERSHIP.
[ ] During the most recent calendar quarter, I and/or a member of my
FAMILY/HOUSEHOLD established the following account(s) with brokers,
dealers or banks in which securities are held, and with respect to which
I, and/or any member of my FAMILY/HOUSEHOLD, had BENEFICIAL OWNERSHIP:
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NAME(S) AND ADDRESS(ES)
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OF INSTITUTION(S) ACCOUNT NUMBER(S) NAME(S) ON ACCOUNT
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Quarterly Certification
-----------------------
I hereby certify that during the quarter covered by this report I complied with
all applicable requirements of the Code, and have reported to the COMPLIANCE
OFFICER all transactions required to be reported under the Code. All information
provided in this Form B is true and complete to the best of my knowledge.
Signed: __________________________
Date: __________________________
<PAGE>
APPENDIX B - COMPLETE LIST OF TRANSACTIONS IN COVERED SECURITIES DURING MOST
----------------------------------------------------------------------------
RECENT CALENDAR QUARTER
-----------------------
Name of ACCESS PERSON: ____________________________________
Reporting Period/Calendar Quarter: ________________________
Date received by COMPLIANCE OFFICER: ______________________
[ ] I HAVE DISCLOSED BELOW A COMPLETE LIST OF ALL BROKERAGE ACCOUNTS THAT
EFFECTED TRANSACTIONS DURING THE PERIOD.
--------------------------------------------------------------------------------
RECEIPT OF DUPLICATE
STATEMENTS
TRANSACTIONS CONFIRMED BY COMPLIANCE
NAME OF BROKERAGE ACCOUNTS IN ACCOUNT? OFFICER?
YES/NO YES/NO
--------------------------------------------------------------------------------
1.
--------------------------------------------------------------------------------
2.
--------------------------------------------------------------------------------
3.
--------------------------------------------------------------------------------
4.
--------------------------------------------------------------------------------
5.
--------------------------------------------------------------------------------
IF AN ACCOUNT'S DUPLICATE STATEMENTS AND CONFIRMS ARE NOT CURRENTLY RECEIVED BY
THE COMPLIANCE OFFICER, PLEASE LIST ALL OUTSTANDING TRANSACTIONS BELOW,
INCLUDING THOSE HELD IN PHYSICAL FORM:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TYPE TITLE OF INSTITUTION
(E.G., SECURITIES RATE/MATURITY THROUGH WHICH
TRANSACTION PURCHASE, ----------- NUMBER PRINCIPAL DATE TRANSACTION
DATE SALE) AND CUSIP OF SHARES AMOUNT (IF APPLICABLE) PRICE EFFECTED
------------ --------- ----------- --------- --------- --------------- ----- --------------
------------ --------- ----------- --------- --------- --------------- ----- --------------
------------ --------- ----------- --------- --------- --------------- ----- --------------
------------ --------- ----------- --------- --------- --------------- ----- --------------
------------ --------- ----------- --------- --------- --------------- ----- --------------
------------ --------- ----------- --------- --------- --------------- ----- --------------
------------ --------- ----------- --------- --------- --------------- ----- --------------
------------ --------- ----------- --------- --------- --------------- ----- --------------
------------ --------- ----------- --------- --------- --------------- ----- --------------
</TABLE>
Note: Please use additional sheets as needed
<PAGE>
BACK BAY ADVISORS, L.P. - CODE OF ETHICS
FORM C - ANNUAL CODE OF ETHICS CERTIFICATION; ANNUAL HOLDINGS REPORT
--------------------------------------------------------------------
NOTE: THIS FORM MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE
COMPLIANCE OFFICER NO LATER THAN JANUARY 30 OF EACH YEAR. TERMS IN BOLDFACE TYPE
HAVE THE MEANINGS SET FORTH IN THE CODE.
Name of ACCESS PERSON: ______________________________________
Calendar Year Covered by this Report: _______________________
Date received by COMPLIANCE OFFICER: ________________________
ANNUAL CERTIFICATION
--------------------
I hereby certify that during the year covered by this report I complied with all
applicable requirements of the Code, and have reported to the COMPLIANCE OFFICER
all transactions required to be reported under the Code.
Annual Holdings Report (check ONE of the following two boxes):
--------------------------------------------------------------
[ ] As of December 31, neither I, nor any member of my FAMILY/HOUSEHOLD, had
BENEFICIAL OWNERSHIP of any COVERED SECURITIES.
[ ] Attached as APPENDIX C is a complete list of all COVERED SECURITIES in
which I, and/or any member of my FAMILY/HOUSEHOLD, had BENEFICIAL
OWNERSHIP as of December 31.
C-1
<PAGE>
ACCOUNTS WITH BROKERS, DEALERS AND/OR BANKS (CHECK ONE OF THE FOLLOWING TWO
--------------------------------------------------------------------------------
BOXES):
-------
[ ] Neither I, nor any member of my FAMILY/HOUSEHOLD, as of December 31,
________, had any accounts with brokers, dealers or banks in which any
securities (including securities which are not COVERED SECURITIES) were
held and with respect to which I, or a member of my FAMILY/HOUSEHOLD,
had BENEFICIAL OWNERSHIP.
[ ] All accounts that I and/or any member of my FAMILY/HOUSEHOLD maintained,
as of December 31, _________, with brokers, dealers or banks in which
securities (including securities which are not COVERED SECURITIES) were
held and with respect to which I, and/or any member of my
FAMILY/HOUSEHOLD, had BENEFICIAL OWNERSHIP are listed below:
NAME(S) AND ADDRESS(ES)
-----------------------
OF INSTITUTION(S) ACCOUNT NUMBER(S) NAME(S) ON ACCOUNT
--------------------------------------------------------------------------------
All information provided in this Form C is true and complete to the best
of my knowledge.
Signed: ___________________________
Date: ___________________________
C-2
<PAGE>
Appendix C - Annual Report of all COVERED SECURITIES
----------------------------------------------------
Name of Access Person: ___________________________________
Date received by Compliance Officer: _____________________________
--------------------------------------------------------------------------------
Title/Description of COVERED SECURITIES Number of Shares Principal Amount
--------------------------------------------------------------------------------
--------------------------------------- ---------------- ----------------
--------------------------------------- ---------------- ----------------
--------------------------------------- ---------------- ----------------
--------------------------------------- ---------------- ----------------
--------------------------------------- ---------------- ----------------
--------------------------------------- ---------------- ----------------
--------------------------------------- ---------------- ----------------
--------------------------------------- ---------------- ----------------
--------------------------------------------------------------------------------
Note: All information should be reported as of December 31 of the CURRENT
YEAR. Please use additional sheets as needed.
Note: Please use additional sheets as needed; AND/OR.
-------
[ ] PLEASE SEE ATTACHED BROKERAGE STATEMENTS FOR A COMPLETE LISTING OF MY
ACCOUNTS AND HOLDINGS.
C-3
