Statement of Policy on Security Transactions
and
Code of Ethics
-----
Copley Financial Services Corp.
and
Copley Fund, Inc.
INTRODUCTION
------------
LEGAL REQUIREMENTS. In accordance with the requirements of the
Securities Exchange Act of 1934, the Investment Company Act of 1940, the
Investment Advisors Act of 1940 and the Insider Trading and Securities Fraud
Enforcement Act of 1988, Copley Financial Services Corp. ("CFSC") and the
Copley Fund (the "Fund") have adopted this Code of Ethics and Statement of
Policy in Securities Transactions ("Statement").
CFSC FIDUCIARY POSITION. As an investment advisor CFSC is in a
fiduciary position which requires it to act with an eye only to the benefit of
its clients, avoiding those situations which might place, or even appear to
place, the interests of CFSC or its officers, directors and employees in
conflict with the interests of its clients. **
PURPOSE OF STATEMENT. This statement was developed to help guide
CFSC's employees and the independent directors of the Fund in conduct of
their personal investments and to:
1. eliminate the possibility of a transaction occurring that the Securities
and Exchange Commission or other regulatory bodies would view as illegal,
such as FRONT RUNNING (see definition below);
2. avoid situations where it might appear that CFSC or the Fund or any of
their officers, directors or employees had personally benefited at the expense
of the Fund or Fund shareholders or taken inappropriate advantage of their
fiduciary positions; and
3. prevent, as well as detect, the misuse of material, non-public
information.
FRONT RUNNING. Front Running is illegal. It is generally defined as the
purchase or sale of a security by an officer, director or employee of an
investment advisor or mutual fund in anticipation of and prior to the
advisor effecting similar transactions for its clients in order to take
advantage of or avoid changes in market prices effected by client
transactions.
__________________
** Unlike many other investment advisors CFSC is in a somewhat unique
situation in that its only client is the Fund.
<PAGE>
I. Applicability
A. THE CODE APPLIES TO EACH OF THE FOLLOWING:
1. THE FUND AND CFSC.
2. ANY OFFICER, DIRECTOR OR EMPLOYEE OF CFSC AND THE FUND WHOSE JOBS
REGULARLY INVOLVES HIM IN THE INVESTMENT PROCESS. THIS INCLUDES THE
FORMULATION AND MAKING OF INVESTMENT RECOMMENDATIONS AND DECISIONS,
THE PURCHASE AND SALE OF SECURITIES, AND THE UTILIZATION OF
INFORMATION ABOUT INVESTMENT RECOMMENDATIONS, DECISIONS AND TRADES.
3. WITH RESPECT TO CFSC AND THE FUND, ANY NATURAL PERSON WHO CONTROLS
THEM AND WHO OBTAINS INFORMATION REGARDING THEIR INVESTMENT
RECOMMENDATIONS OR DECISIONS. HOWEVER, A PERSON WHOSE CONTROL
ARISES ONLY AS A RESULT OF HIS OFFICIAL POSITION WITH SUCH ENTITY
IS EXCLUDED. DISINTERESTED DIRECTORS OF THE FUND, FOR EXAMPLE, ARE
EXCLUDED FROM COVERAGE UNDER THIS ITEM.
4. WITH RESPECT TO CFSC AND THE FUND, ANY DIRECTOR, OFFICER, GENERAL
PARTNER OR PERSON PERFORMING A SIMILAR FUNCTION EVEN IF HE HAS NO
KNOWLEDGE OF AND IS NOT INVOLVED IN THE INVESTMENT PROCESS.
DISINTERESTED DIRECTORS OF THE FUND ARE INCLUDED IN COVERAGE UNDER
THIS ITEM.
B. DEFINITIONS
1. ACCESS PERSONS. THE ENTITIES AND THE PERSONS DESCRIBED IN ITEMS
(A)2 AND (A)3 ABOVE.
2. ACCESS PERSON ACCOUNT. INCLUDES ALL ADVISORY, BROKERAGE, TRUST OR
OTHER ACCOUNTS OR FORMS OF DIRECT BENEFICIAL OWNERSHIP IN WHICH ONE
OR MORE ACCESS PERSONS AND/OR ONE OR MORE MEMBERS OF AN ACCESS
PERSON'S IMMEDIATE FAMILY HAVE A SUBSTANTIAL PROPORTIONATE ECONOMIC
INTEREST. IMMEDIATE FAMILY INCLUDES AN ACCESS PERSON'S SPOUSE AND
MINOR CHILDREN LIVING WITH THE ACCESS PERSON. A SUBSTANTIAL
PROPORTIONATE ECONOMIC INTEREST WILL GENERALLY BE 10% OF THE EQUITY
IN THE ACCOUNT IN THE CASE OF ANY SINGLE ACCESS PERSON AND 25% OF THE
EQUITY IN THE ACCOUNT IN THE CASE OF ALL ACCESS PERSONS IN THE
AGGREGATE, WHICHEVER IS FIRST APPLICABLE. INVESTMENT PARTNERSHIPS AND
SIMILAR INDIRECT MEANS OF OWNERSHIP OTHER THAN REGISTERED OPEN-END
INVESTMENT COMPANIES ARE ALSO TREATED AS ACCOUNTS.
<PAGE>
As an exception, accounts in which one or more Access Persons and/or
their immediate family have a substantial proportionate interest which
are maintained with persons who have no affiliation with the Companies
and with respect to which no Access Person has, in the judgment of the
Compliance Officer after reviewing the terms and circumstances, any
direct or indirect influence or control over the investment or
portfolio execution process are not Access Person Accounts.
3. ENTITIES. CFSC AND THE FUND.
4. COMPLIANCE OFFICER. THE PERSONS DESIGNATED AS THE COMPLIANCE OFFICER.
5. COVERED PERSONS. CFSC, THE FUND AND ACCESS PERSONS.
6. PORTFOLIO MANAGER. ACCESS PERSONS WHO ARE PRINCIPALLY RESPONSIBLE FOR
INVESTMENT DECISIONS WITH RESPECT TO THE FUND.
7. SECURITY. ANY FINANCIAL INSTRUMENT TREATED AS A SECURITY FOR
INVESTMENT PURPOSES AND ANY RELATED INSTRUMENT SUCH AS A FUTURES,
FORWARD OR SWAP CONTRACT ENTERED INTO WITH RESPECT TO ONE OR MORE
SECURITIES, A BASKET OF OR AN INDEX OF SECURITIES OR COMPONENTS OF
SECURITIES. HOWEVER, THE TERM SECURITY DOES NOT INCLUDE SECURITIES
ISSUED BY THE GOVERNMENT OF THE UNITED STATES, BANKERS' ACCEPTANCES,
BANK CERTIFICATES OF DEPOSIT, COMMERCIAL PAPER AND HIGH QUALITY
SHORT-TERM DEBT INSTRUMENTS, INCLUDING REPURCHASE AGREEMENTS, OR
SHARES OF REGISTERED OPEN-END INVESTMENT COMPANIES.
II. Restrictions on Personal Investing Activities
A. BASIC RESTRICTION ON INVESTING ACTIVITIES
If a purchase or sale order is pending or under active consideration
for the Fund, neither the same Security nor any related Security
(such as an option, warrant or convertible security) may be bought
or sold for any Access Person Account.
B. INITIAL PUBLIC OFFERINGS
No Security or related Security may be acquired in an initial public
offering for any Access Person Account.
C. BLACKOUT PERIOD
No Security or related Security may be bought or sold for the account
of any Portfolio Manager during the period commencing seven (7) days
<PAGE>
prior to and ending seven (7) calendar days after the purchase or
sale (or entry of an order for the purchase or sale) of that Security
or any related Security for the account of the Fund unless the Fund
receives at least as good a price as the account of the Portfolio
Manager and the Compliance Officer determines under the circumstances
that the Fund has not been adversely affected (including with respect
to the amount of such Security able to be bought by the Fund) by the
transaction for the account of the Portfolio Manager.
D. SHORT-TERM TRADING
No Security or related Security may, within a 60 day period, be bought
or sold or sold and bought at a profit for any Access Person Account
if the Security or related Security was held at any time during that
period by the Fund.
E. EXEMPT TRANSACTIONS
Participation on an ongoing basis in an issuer's dividend reinvestment
or stock purchase plan, participation in any transaction over which no
Access Person had any direct or indirect influence or control and
involuntary transactions (such as mergers, inheritances, gifts, etc.)
are exempt from the restrictions set forth in paragraphs (A) and (C)
above without case by case preclearance under paragraph (G) below.
F. PERMITTED EXCEPTIONS
Purchases and sales of the following Securities for Access Person
Accounts are exempt from the restrictions set forth in paragraphs
A, C and D above if such purchases and sales comply with the
pre-clearance requirements of paragraph (G) below:
1. NON-CONVERTIBLE FIXED INCOME SECURITIES RATED AT LEAST "A";
2. EQUITY SECURITIES OF A CLASS HAVING A MARKET CAPITALIZATION IN
EXCESS OF $1 BILLION;
3. EQUITY SECURITIES OF A CLASS HAVING A MARKET CAPITALIZATION IN
EXCESS OF $500 MILLION IF THE TRANSACTION IN QUESTION AND THE
AGGREGATE AMOUNT OF SUCH SECURITIES AND ANY RELATED SECURITIES
PURCHASED AND SOLD FOR THE ACCESS PERSON ACCOUNT IN QUESTION
DURING THE PRECEDING 60 DAYS DOES NOT EXCEED 100 SHARES;
4. MUNICIPAL SECURITIES; AND
<PAGE>
5. SECURITIES TRANSACTIONS EFFECTED FOR FEDERAL, STATE OR LOCAL
INCOME TAX PURPOSES THAT ARE IDENTIFIED TO THE COMPLIANCE OFFICER
AT THE TIME AS BEING EFFECTED FOR SUCH PURPOSES.
In addition, the exercise of rights that were received pro rata
with other security holders is exempt if the pre-clearance
procedures are satisfied.
G. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS
No Security may be bought or sold for an Access Person Account unless
(i) the Access Person obtains prior approval from the general counsel;
(ii) the approved transaction is completed on the same day approval is
received; and (iii) the general counsel does not rescind such approval
prior to the execution of the transaction (See paragraph I below for
details of the Pre-Clearance Process).
H. PRIVATE PLACEMENTS
The General Counsel will not approve purchases or sale of Securities
that are not publicly traded, unless the Access Person provides full
details of the proposed transaction (including written certification
that the investment opportunity did not arise by virtue of such
person's activities on behalf of the Fund ) and the general counsel
concludes, that the Fund would have no foreseeable interest in investing
in such Security or any related Security for the account of the Fund.
I. PRE-CLEARANCE PROCESS
1. NO SECURITIES MAY BE PURCHASED OR SOLD FOR ANY ACCESS PERSON ACCOUNT
UNLESS THE PARTICULAR TRANSACTION HAS BEEN APPROVED IN WRITING BY
THE GENERAL COUNSEL.
2. A TRADING APPROVAL FORM, ATTACHED AS EXHIBIT B, MUST BE COMPLETED
AND SUBMITTED TO THE GENERAL COUNSEL FOR APPROVAL PRIOR TO ENTRY
OF AN ORDER.
3. AFTER REVIEWING THE PROPOSED TRADE, THE LEVEL OF POTENTIAL INVESTMENT
INTEREST ON BEHALF OF THE FUND IN THE SECURITY IN QUESTION, THE
GENERAL COUNSEL SHALL APPROVE (OR DISAPPROVE) A TRADING ORDER ON
BEHALF OF AN ACCESS PERSON AS EXPEDITIOUSLY AS POSSIBLE. THE
GENERAL COUNSEL WILL GENERALLY APPROVE TRANSACTIONS DESCRIBED IN
PARAGRAPH (F) ABOVE UNLESS THE SECURITY IN QUESTION OR A RELATED
SECURITY IS ON THE RESTRICTED LIST OR HE BELIEVES FOR ANY OTHER
REASON THAT THE ACCESS PERSON ACCOUNT SHOULD NOT TRADE IN SUCH
SECURITY AT SUCH TIME.
4. THE GENERAL COUNSEL SHALL REVIEW ALL TRADING APPROVAL FORMS, ALL
<PAGE>
INITIAL, QUARTERLY AND ANNUAL DISCLOSURE CERTIFICATIONS AND THE
TRADING ACTIVITIES ON BEHALF OF THE FUND WITH A VIEW TO ENSURING
THAT ALL COVERED PERSONS ARE COMPLYING WITH THE SPIRIT AS WELL
AS THE DETAILED REQUIREMENTS OF THIS CODE.
III. Other Investment-Related Restrictions
A. GIFTS
No Access Person shall accept any gift or other item of more than $100
in value from any person or entity that does business with or on behalf
of the Fund.
B. SERVICE AS A DIRECTOR
No Access Person shall commence service on the Board of Directors of
a publicly traded company or any company in which the Fund has an
interest without prior authorization from the General Counsel based
upon a determination that the Board service would not be inconsistent
with the interests of the Fund.
IV. Reports and Additional Compliance Procedures
A. EVERY COVERED PERSON MUST SUBMIT A REPORT (A FORM OF WHICH IS APPENDED
AS EXHIBIT C) CONTAINING THE INFORMATION SET FORTH IN PARAGRAPH (B) BELOW
WITH RESPECT TO TRANSACTIONS IN ANY SECURITY IN WHICH SUCH COVERED
PERSON HAS OR BY REASON OF SUCH TRANSACTION ACQUIRES, ANY DIRECT OR
INDIRECT BENEFICIAL OWNERSHIP (AS DEFINED IN EXHIBIT D) IN THE SECURITY,
AND WITH RESPECT TO ANY ACCOUNT ESTABLISHED BY THE COVERED PERSON IN
WHICH ANY SECURITIES WERE HELD FOR THE DIRECT OR INDIRECT BENEFIT OF THE
COVERED PERSON; PROVIDED, HOWEVER, THAT:
1. A COVERED PERSON WHO IS REQUIRED TO MAKE REPORTS ONLY BECAUSE HE IS
A DIRECTOR OF THE FUND AND WHO IS A "DISINTERESTED" DIRECTOR
THEREOF NEED NOT MAKE A REPORT WITH RESPECT TO ANY TRANSACTIONS
OTHER THAN THOSE WHERE HE KNEW OR SHOULD HAVE KNOWN IN THE COURSE
OF HIS DUTIES AS A DIRECTOR THAT THE FUND OF WHICH HE IS A DIRECTOR
HAS MADE OR MAKES A PURCHASE OR SALE OF THE SAME OR A RELATED
SECURITY WITHIN 15 DAYS BEFORE OR AFTER THE PURCHASE OR SALE OF SUCH
SECURITY OR RELATED SECURITY BY SUCH DIRECTOR.
2. A COVERED PERSON NEED NOT MAKE A REPORT WITH RESPECT TO ANY
TRANSACTION EFFECTED FOR, AND SECURITIES HELD IN, ANY ACCOUNT
OVER WHICH SUCH PERSON DOES NOT HAVE ANY DIRECT OR INDIRECT
INFLUENCE OR CONTROL; AND
<PAGE>
3. A COVERED PERSON WILL BE DEEMED TO HAVE COMPLIED WITH THE
REQUIREMENTS OF THIS ARTICLE IV INSOFAR AS THE GENERAL COUNSEL
RECEIVES IN A TIMELY FASHION DUPLICATE QUARTERLY BROKERAGE
STATEMENTS OR TRANSACTION CONFIRMATIONS ON WHICH ALL TRANSACTIONS
REQUIRED TO BE REPORTED HEREUNDER ARE DESCRIBED.
B. A COVERED PERSON MUST SUBMIT THE REPORT REQUIRED BY THIS ARTICLE TO
THE GENERAL COUNSEL NO LATER THAN 10 DAYS AFTER THE END OF THE
CALENDAR QUARTER IN WHICH THE TRANSACTION OR ACCOUNT TO WHICH THE
REPORT RELATES WAS EFFECTED OR ESTABLISHED, AND THE REPORT MUST
CONTAIN THE DATE THAT THE REPORT IS SUBMITTED.
1. This report must contain the following information with respect
to transactions:
a. THE DATE OF THE TRANSACTION, THE TITLE AND NUMBER OF SHARES
AND THE PRINCIPAL AMOUNT OF EACH SECURITY INVOLVED;
b. The nature of the transaction (i.e. purchase, sale or any
other type of acquisition or disposition);
c. The price at which the transaction was effected; and
d. The name of the broker, dealer or bank with or through whom
the transaction was effected.
2. This report must contain the following information with respect
to accounts established:
a. THE NAME OF THE BROKER, DEALER OR BANK WITH WHOM THE ACCOUNT
WAS ESTABLISHED; AND
b. The date the account was established.
C. ANY REPORT SUBMITTED TO COMPLY WITH THE REQUIREMENTS OF THIS ARTICLE IV
MAY CONTAIN A STATEMENT THAT THE REPORT SHALL NOT BE CONSTRUED AS AN
ADMISSION BY THE PERSON MAKING SUCH REPORT THAT HE HAS ANY DIRECT OR
INDIRECT BENEFICIAL OWNERSHIP IN THE SECURITY TO WHICH THE REPORT RELATES.
A PERSON NEED NOT MAKE ANY REPORT UNDER THIS ARTICLE IV WITH RESPECT TO
TRANSACTIONS EFFECTED FOR, AND SECURITIES HELD IN, ANY ACCOUNT OVER
WHICH THE PERSON HAS NO DIRECT OR INDIRECT INFLUENCE OR CONTROL.
D. NO LATER THAN 10 DAYS AFTER BEGINNING EMPLOYMENT WITH CFSC OR THE FUND
<PAGE>
OR OTHERWISE BECOMING A COVERED PERSON, EACH COVERED PERSON (EXCEPT
FOR A "DISINTERESTED" DIRECTOR OF THE FUND WHO IS REQUIRED TO SUBMIT
REPORTS SOLELY BY REASON OF BEING SUCH A DIRECTOR) MUST SUBMIT A
REPORT CONTAINING THE FOLLOWING INFORMATION:
1. THE TITLE, NUMBER OF SHARES AND PRINCIPAL AMOUNT OF EACH SECURITY
IN WHICH THE COVERED PERSON HAD ANY DIRECT OR INDIRECT BENEFICIAL
OWNERSHIP WHEN THE PERSON BECAME A COVERED PERSON;
2. The name of any broker, dealer or bank with whom the Covered Person
maintained an account in which any Securities were held for the
direct or indirect benefit of the Covered Person as of the date
the person became a Covered Person; and
3. The date the report is submitted.
The form of such report is attached as Exhibit E.
E. ANNUALLY EACH COVERED PERSON MUST CERTIFY THAT HE HAS READ AND UNDERSTOOD
THE CODE AND RECOGNIZES THAT HE IS SUBJECT TO SUCH CODE. IN ADDITION,
ANNUALLY EACH COVERED PERSON MUST CERTIFY THAT HE HAS DISCLOSED OR
REPORTED ALL PERSONAL SECURITIES TRANSACTIONS REQUIRED TO BE DISCLOSED
OR REPORTED UNDER THE CODE AND THAT HE IS NOT SUBJECT TO ANY REGULATORY
DISABILITY DESCRIBED IN THE ANNUAL CERTIFICATION FORM. FURTHERMORE,
EACH COVERED PERSON (EXCEPT FOR A "DISINTERESTED" DIRECTOR OF THE FUND
WHO IS REQUIRED TO SUBMIT REPORTS SOLELY BY REASON OF BEING SUCH A
DIRECTOR) ANNUALLY MUST SUBMIT A REPORT CONTAINING THE FOLLOWING
INFORMATION (WHICH INFORMATION MUST BE CURRENT AS OF A DATE NO MORE THAN
30 DAYS BEFORE THE REPORT IS SUBMITTED):
1. The title, number of shares and principal amount of each Security
in which the Covered Person had any direct or indirect beneficial
ownership;
2. THE NAME OF ANY BROKER, DEALER OR BANK WITH WHOM THE COVERED PERSON
MAINTAINS AN ACCOUNT IN WHICH ANY SECURITIES ARE HELD FOR THE DIRECT
OR INDIRECT BENEFIT OF THE COVERED PERSON; AND
3. The date that the report is submitted.
THE FORM OF SUCH CERTIFICATION AND REPORT IS ATTACHED AS EXHIBIT F.
F. AT LEAST ANNUALLY (OR QUARTERLY IN THE CASE OF ITEMS 4 AND 5 BELOW),
<PAGE>
CFSC SHALL, TOGETHER WITH THE FUND, FURNISH A WRITTEN REPORT TO THE
BOARD OF DIRECTORS OF THE FUND THAT:
1. Describes any issues arising under the Code since the last report.
2. CERTIFIES THAT CFSC HAS DEVELOPED PROCEDURES CONCERNING COVERED
PERSONS' PERSONAL TRADING ACTIVITIES AND REPORTING REQUIREMENTS
RELEVANT TO THE FUND THAT ARE REASONABLY NECESSARY TO PREVENT
VIOLATIONS OF THE CODE;
3. RECOMMENDS CHANGES, IF ANY, TO THE FUND'S OR CFSC's CODES OF
ETHICS OR PROCEDURES;
4. PROVIDES A SUMMARY OF ANY MATERIAL OR SUBSTANTIVE VIOLATIONS OF
THIS CODE BY COVERED PERSONS WITH RESPECT TO THE FUND WHICH
OCCURRED DURING THE PAST QUARTER AND THE NATURE OF ANY REMEDIAL
ACTION TAKEN; AND
5. DESCRIBES ANY MATERIAL OR SIGNIFICANT EXCEPTIONS TO ANY PROVISIONS
OF THIS CODE OF ETHICS AS DETERMINED UNDER ARTICLE VI BELOW.
G. THE GENERAL COUNSEL SHALL NOTIFY EACH EMPLOYEE OF ANY OF THE COMPANIES
OR AFFILIATES AS TO WHETHER SUCH PERSON IS CONSIDERED TO BE AN ACCESS
PERSON OR COVERED PERSON AND SHALL NOTIFY EACH OTHER PERSON THAT IS
CONSIDERED TO BE AN ACCESS PERSON OR COVERED PERSON.
V. Sanctions
Upon discovering that a Covered Person has not complied with the requirements
of this Code, the Board of Directors of the Fund or CFSC, whichever is most
appropriate under the circumstances, may impose on that person whatever
sanctions the Board deems appropriate, including, among other things,
disgorgement of profit, censure, suspension or termination of employment.
Material violations of requirements of this Code by employees of Covered
Persons and any sanctions imposed in connection therewith shall be
reported not less frequently than quarterly to the Board of Directors of
CFSC or the Fund, as applicable.
VI. Preservation of Documents
<PAGE>
This Code, a copy of each report by a Covered Person, any written report
made hereunder by CFSC or the General Counsel, lists of all persons
required to make reports, a list of any exceptions, and the reasons
therefor, with respect to Article II.B, and any records under Article II.G
with respect to purchases pursuant to Article II.H above, shall be preserved
with the records of CFSC and the Fund for the period required by Rule 17j-1.
VII. Other Laws, Rules and Statements of Policy
Nothing contained in this Code shall be interpreted as relieving any Covered
Person from acting in accordance with the provision of any applicable law,
rule or regulation or any other statement of policy or procedure governing
the conduct of such person adopted by CFSC or the Fund.
VIII. Further Information
If any person has any question with regard to the applicability of the
provisions of this Code generally or with regard to any Securities
transaction or transactions, he should consult the General Counsel.
<PAGE>
EXHIBIT A
PRE-CLEARANCE TRADING APPROVAL FORM
I, _______________(name)am an Access Person or authorized officer
thereof and seek pre-clearance to engage in the transaction described
below for the benefit of myself or another Access Person:
Acquisition or Disposition (circle one)
-----------------------------
Name of Account:
Account Number:________________________
Date of Request:_______________________
Security:______________________________
Amount or # of Shares:_________________
Broker:________________________________
If the transaction involves a Security that is not publicly traded, a
description of proposed transaction, source of investment opportunity and any
potential conflicts of interest:
I hereby certify that, to the best of my knowledge, the transaction described
herein is not prohibited by the Code of Ethics and that the opportunity to
engage in the transaction did not arise by virtue of my activities on behalf of
the Fund.
Signature:_________________________ Print Name:_________________________
Approved or Disapproved (Circle One)
------------------------------
Date of Approval:___________________
Signature:__________________________ Print Name:________________________
<PAGE>
EXHIBIT B
Transaction Report
Report submitted by:______________________ Print Name:___________________
This transaction report (the "Report") is submitted pursuant to Section IV (B)
of the Code of Ethics of CFSC and the Fund and supplies information with
respect to transactions in any Security in which you may be deemed to have, or
by reason of such transaction acquire, any direct or indirect beneficial
ownership interest, and with respect to accounts established by you in which
any Securities were held for your direct or indirect benefit, for the period
specified below. If you were not employed by or affiliated with us during
this entire period, amend the dates specified below to cover you period of
employment or affiliation.
Unless the context otherwise requires, all terms used in the Report shall have
the same meaning as set forth in the Code of Ethics.
If you have no reportable transactions or new accounts, sign and return this
page only. If you have reportable transactions or new accounts, complete,
sign and return Page 2 and any attachments.
I HAD NO REPORTABLE SECURITIES OR ACCOUNTS ESTABLISHED DURING THE PERIOD
______________________ THROUGH_________________. I CERTIFY THAT I AM
FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST OF MY KNOWLEDGE,
THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
Signature___________________________
Position____________________________
Date________________________________
<PAGE>
Page 2
TRANSACTION REPORT
Report submitted by:________________________ Print Name__________________
The following tables supply the information required by Section IV (B) of the
Code of Ethics for the period specified below. Transactions reported on
brokerage statements or duplicate confirmations actually received by the
General Counsel do not have to be listed although it is your responsibility
to make sure that such statements or confirmations are complete and have
been received in a timely fashion.
<TABLE>
TRANSACTIONS
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Whether Purchase,
Sale, Short Sale or Name of Broker/Dealer
Other Type of with or through whom Price per Nature of
Securities (Name Date of Disposition or Quantity of Transaction was Share or Ownership of
and Symbol) Transaction Acquisition Securities effected Other Unit Securities
----------------- ----------- ------------------- ----------- -------------------- ----------- ------------
</TABLE>
NEW ACCOUNTS ESTABLISHED
____________________________________________________________________________
Name of Broker, Dealer or Bank Account Number Date Account Established
------------------------------ -------------- -----------------------
* To the extent specified above, I hereby disclaim beneficial ownership of any
securities listed in this Report or brokerage statements or transaction
confirmations provided by me.
I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE
BEST OF MY KNOWLEDGE, THE INFORMATION IN THIS REPORT IS TRUE AND CORRECT FOR
THE PERIOD OF ___________________ THROUGH _____________________.
Signature ___________________________
Position ____________________________
Date ________________________________
<PAGE>
EXHIBIT C
BENEFICIAL OWNERSHIP
For purposes of the attached Code of Ethics, "beneficial ownership" shall be
interpreted in the same manner as it would be in determining whether a person
is subject to the provisions of Section 16 of the Securities Exchange Act
of 1934 and the rules and regulations thereunder, except the determination
of direct or indirect beneficial ownership shall apply to all securities that
a Covered Person has or acquires. The term "beneficial ownership" of
securities would include not only ownership of securities held be a Covered
Person for his own benefit, whether in bearer form or registered
in his name or otherwise, but also ownership of securities held for his
benefit by others (regardless of whether or how they are registered) such
as custodians, brokers, executors, administrators, or trustees (including
trusts in which he has only a remainder interest), and securities held for
his account by pledges, securities owned by a partnership in which he is
a member if he may exercise a controlling influence over the purchase, sale
of voting of such securities, and securities owned by any corporation or
similar entity in which he owns securities if the shareholder is a controlling
shareholder of the entity and has or shares investment control over the
entity's portfolio.
Ordinarily, this term would not include securities held by executors or
administrators in estates in which a Covered Person is a legatee or
beneficiary unless there is a specified legacy to such person of such
securities or such person is the sole legatee or beneficiary and there
are other assets in the estate sufficient to pay debts ranking ahead of
such legacy, or the securities are held in the estate more than a year
after the decedent's death.
Securities held in the name of another should be considered as beneficially
owned by a Covered Person where such person enjoys "financial benefits
substantially equivalent to ownership." The Securities and Exchange
Commission has said that, although the final determination of beneficial
ownership is a question to be determined in the light of the facts of the
particular case, generally a person is regarded as the beneficial owner
of securities held in the name of his or her spouse and their minor children.
Absent special circumstances substantially equivalent to ownership, e.g.,
application of the income derived from such securities to maintain a
common home, or to meet expenses that such person otherwise would meet
from other sources, or the ability to exercise a controlling influence
over the purchase, sale or voting of such securities.
A Covered Person also may be regarded as the beneficial owner of securities
held in the name of another person, if by reason of any contract,
understanding, relationship, agreement, or other agreement, he obtains
therefrom financial benefits substantially equivalent to those of
ownership.
A Covered Person also is regarded as the beneficial owner of securities held
in the name of a spouse, minor children or other person, even though he does
not obtain therefrom the aforementioned benefits of ownership, if he can
vest or revest title in himself at once or at some future time.
<PAGE>
EXHIBIT D
INITIAL HOLDINGS REPORT
Report submitted by: ______________________ Print Name__________________
This initial holdings report (the "Report") is submitted pursuant to Section
IV (D) of the Code of Ethics of the Companies and supplies information with
respect to any Security in which you may be deemed to have any direct or
indirect beneficial ownership interest and any accounts established by you
in which any Securities were held for your direct or indirect benefit, as
of the date you became subject to the Code of Ethics.
Unless the context otherwise requires, all terms used in the Report shall
have the same meaning as set forth in the Code of Ethics.
If you have no reportable Securities or accounts, sign and return this page
only. If you have reportable Securities or accounts, complete, sign and
return Page 2 and any attachments.
I HAVE NO REPORTABLE SECURITIES OR ACCOUNTS AS OF _______________. I CERTIFY
THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST OF MY
KNOWLEDGE, THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
Signature ___________________________
Position ____________________________
Date ________________________________
<PAGE>
Page 2
INITIAL HOLDINGS REPORT
Report submitted by:__________________________ Print Name_______________
The following tables supply the information required by Section IV (D) of the
Code of Ethics as of the date you became subject to the Code.
<TABLE>
SECURITIES HOLDINGS
--------------------------------------------------------------------------
<S> <C> <C> <C>
Name of Broker/Dealer Where Nature of Ownership
Securities (Name and Symbol) Quantity of Securities Securities Are Held of Securities
---------------------------- ----------------------- --------------------------- -------------------
</TABLE>
ACCOUNTS
-----------------------------------------------------------------------------
Name of Broker, Dealer or Bank Account Number
------------------------------ --------------
I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE
BEST OF KNOWLEDGE, THE INFORMATION IN THIS REPORT IS TRUE AND CORRECT AS OF
________________________.
Signature_____________________________
Position______________________________
Date__________________________________
<PAGE>
EXHIBIT E
ANNUAL CERTIFICATION OF CODE OF ETHICS
A. I (A COVERED PERSON) HEREBY CERTIFY THAT I HAVE READ AND UNDERSTOOD THE
CODE OF ETHICS, AND RECOGNIZE THAT I AM SUBJECT TO ITS PROVISIONS. IN
ADDITION, I HEREBY CERTIFY THAT I HAVE DISCLOSED OR REPORTED ALL PERSONAL
SECURITIES TRANSACTIONS REQUIRED TO BE DISCLOSED OR REPORTED UNDER THE
CODE OF ETHICS;
B. WITHIN THE LAST TEN YEARS THERE HAVE BEEN NO COMPLAINTS OR DISCIPLINARY
ACTIONS FILED AGAINST ME BY ANY REGULATED SECURITIES OR COMMODITIES
EXCHANGE, ANY SELF-REGULATORY SECURITIES OR COMMODITIES ORGANIZATION, ANY
ATTORNEY GENERAL, OR ANY GOVERNMENTAL OFFICE OR AGENCY REGULATING
INSURANCE, SECURITIES, COMMODITIES OR FINANCIAL TRANSACTIONS IN THE
UNITED STATES, IN ANY STATE OF THE UNITED STATES, OR IN ANY OTHER
COUNTRY;
C. I HAVE NOT WITHIN THE LAST TEN YEARS BEEN CONVICTED OF OR ACKNOWLEDGED
COMMISSION OF ANY FELONY OR MISDEMEANOR ARISING OUT OF MY CONDUCT AS AN
EMPLOYEE, SALESPERSON, OFFICER, DIRECTOR, INSURANCE AGENT, BROKER,
DEALER, UNDERWRITER, INVESTMENT MANAGER OR INVESTMENT ADVISOR; AND
D. I HAVE NOT BEEN DENIED PERMISSION OR OTHERWISE ENJOINED BY ORDER,
JUDGMENT OR DECREE OF ANY COURT OF COMPETENT JURISDICTION, REGULATED
SECURITIES OR COMMODITIES EXCHANGE, SELF-REGULATORY SECURITIES OR
COMMODITIES ORGANIZATION OR OTHER FEDERAL OR STATE REGULATORY AUTHORITY
FROM ACTING AS AN INVESTMENT ADVISOR, SECURITIES OR COMMODITIES BROKER OR
DEALER, COMMODITY POOL OPERATOR OR TRADING ADVISOR OR AS AN AFFILIATED
PERSON OR EMPLOYEE OF ANY INVESTMENT COMPANY, BANK, INSURANCE COMPANY OR
ENGAGING IN OR CONTINUING ANY CONDUCT OR PRACTICE IN CONNECTION WITH ANY
SUCH ACTIVITY OR THE PURCHASE OR SALE OF ANY SECURITY.
E. Unless I am exempt from filing an Annual Holdings Report (as a
"disinterested" director of the Fund. I have attached a completed
Annual Holdings Report which is accurate as of a date no more than
30 days ago.
Signature_________________________
Position__________________________
Date_____________________________
<PAGE>
Page 2
ANNUAL HOLDINGS REPORT
Report submitted by:______________________ Print Name____________________
The following tables supply the information required by Section IV (E) of the
Code of Ethics as of a date no more than 30 days before this report is
submitted. If you have no reportable Securities holdings or accounts, write
"None" in the space provided.
<TABLE>
SECURITIES HOLDINGS
--------------------------------------------------------------------------
<S> <C> <C>
Name of Broker/Dealer Where
Securities (Name and Symbol) Quantity of Securities Securities Are Held
---------------------------- ----------------------- ---------------------------
</TABLE>
ACCOUNTS
-----------------------------------------------------------------------------
Name of Broker, Dealer or Bank Account Number
------------------------------ --------------
Signature_________________________
Position__________________________
Date_____________________________
<PAGE>
