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Exhibit (p)(4)
NATIONAL ASSET MANAGEMENT
CODE OF ETHICS
RESPONSIBILITY
It is the responsibility of all supervisory personnel to ensure that National
Asset Management conducts its business with the highest level of ethical
standards and in keeping with its fiduciary duties to its clients.
DUTY TO CLIENTS
National Asset Management has a duty to exercise its authority and
responsibility for the benefit of its clients, to place the interests of its
clients first, and to refrain from having outside interests that conflict with
the interests of its clients. National Asset Management must avoid any
circumstances that might adversely affect or appear to affect its duty of
complete loyalty to its clients.
PROHIBITED ACTS
1. Employing any device, scheme or artifice to defraud;
2. Making any untrue statement of a material fact;
3. Omitting to state a material fact necessary in order to make a
statement, in light of the circumstances under which it is made, not
misleading;
4. Engaging in any fraudulent or deceitful act, practice or course of
business; or,
5. Engaging in any manipulative practices.
CONFLICTS OF INTEREST
National Asset Management has a duty to disclose potential and actual conflicts
of interest to our clients. All Investment Advisor Representatives (IAR) and
solicitors have a duty to report potential and actual conflicts of interest to
the Company. Gifts (other than de minimis gifts, which are usually defined as
having a value under $100.00) should not be accepted from persons or entities
doing business with the Company.
All Access Personnel must be pre-cleared by the Compliance Officer before
accepting a directorship at any public company.
USE OF DISCLAIMERS
National Asset Management shall not attempt to limit liability for willful
misconduct or gross negligence through the use of disclaimers.
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SUITABILITY
National Asset Management shall only recommend those investments that it has a
reasonable basis for believing are suitable for a client, based upon the
client's particular situation and circumstances. In addition, clients should be
instructed to immediately notify National Asset Management of any significant
changes in their situation or circumstances so that National Asset Management
can respond appropriately.
DUTY TO SUPERVISE Advisers Act Section 203(e)(5)
National Asset Management is responsible for ensuring adequate supervision over
the activities of all persons who act on its behalf. Specific duties include,
but are not limited to:
1. Establishing procedures that could be reasonably expected to prevent
and detect violations of the law by its advisory personnel;
2. Analyzing its operations and creating a system of controls to ensure
compliance with applicable securities laws;
3. Ensuring that all advisory personnel fully understand the Company's
policies and procedures; and,
3. Establishing a review system designed to provide reasonable assurance
that National Asset Management's policies and procedures are effective
and are being followed.
On an annual basis, the compliance officer, CEO and COO will review all
compliance procedures and violations with further reporting to the principals of
the organization.
PERSONAL SECURITY TRANSACTIONS
National Asset Management's procedures governing personal security transactions
are covered in Section VI and Appendix A of the compliance manual (which are
incorporated herein by reference).
CERTIFICATION
Each Access Person will be required to certify annually the he or she has read
and understood this Code of Ethics and Compliance Manual and will abide by it.
Each Access Person will further certify that he or she has disclosed or reported
all personal securities transactions required to be disclosed or reported under
the Code of Ethics. A form of such certification is located in Appendix A of the
compliance manual.
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VI. FAIR TREATMENT OF CLIENTS
A. PERSONAL TRANSACTIONS
- Trading ahead of client's accounts is strictly prohibited by NAM.
- Prevention
The EMG distributes a weekly-restricted list to all access personnel.
The list includes all stocks NAM is currently buying/selling or
reviewing for buy/sale. Options in the securities are restricted as
well. The weekly list is maintained in the following directory:
O:\Equity\Weekly Minutes.
- Personal Trading
All personal transactions (excluding exempt securities) must be orally
cleared through the compliance officer prior to execution. Trading
authorization extends through the close of business on the day
authorization is granted. After the trade is executed, a pre-clearance
request form is completed and filed with the compliance officer.
- Documentation
Each access person must submit an Initial Holdings report with
compliance officer within ten days of becoming an access person (or for
persons already designated as an access person prior to September 1,
2000). A copy of the form is located in Appendix A.
Each access person will also submit to the compliance officer an annual
holdings report no later than thirty days after the end of the calendar
year.
A personal transaction statement must be completed by all access
personnel on a quarterly basis. It includes, personal transactions and
as well as all transactions for immediate family members and those
accounts in which one has a beneficial ownership. All transactions must
be reported (except excluded transactions).
The compliance officer will distribute the personal transaction form
prior to the calendar quarter end. The form is completed and returned
to the compliance officer no later than the 10th business day after the
quarter end.
The compliance officer will review the initial holdings report, annual
report and quarterly transaction report and compare the reports with
the pre-clearance authorizations as appropriate.
- A copy of National Asset Management's Personal Trading Policy,
forms and a list of access personnel are located in Appendix A.
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NATIONAL ASSET MANAGEMENT
PERSONAL TRANSACTION PROCEDURES
PRE-CLEARANCE OF PERSONAL TRANSACTIONS
<TABLE>
<S> <C> <C> <C>
Who is involved: Principals
Portfolio Managers
Traders
Equity/Fixed Income Analysts
Managed Account Group Personnel
Relationship Managers
What is cleared: Stock B/S Exempt Securities: Open-end Mutual Fund B/S
Closed-end Mutual Fund B/S US Governments B/S
Any Option B/S Corporate/Municipal Bond B/S
Private Placement B/S
IPO Purchases
</TABLE>
How does one clear: Review the Restricted List sent out by the Equity
Group on a weekly basis. This list will also include
those stocks that NAM is considering for purchase or
sale. If a stock is on the list, check with trading
to ensure completion before you obtain oral approval
from the compliance officer. Once you have completed
your transaction, complete the "Preclearance Request"
and return to the compliance officer.
What is the time 15 calendar days before or after the equity team
frame: completes buys/sales.
QUARTERLY REPORTING OF PERSONAL TRANSACTIONS
Who is involved: Principals
Portfolio Managers
Traders
Equity/Fixed Income Analysts
Managed Account Group Personnel
Relationship Managers
<TABLE>
<S> <C> <C>
What is reportable: Stock/Option B/S Exempt Transactions: Dividend reinvestments on
All Mutual Fund B/S mutual funds.
US Government B/S
Corporate/Municipal Bond B/S
Private Placement B/S
</TABLE>
How do I report: Complete "Personal Transaction Report."
When do I report: Within 10 days after the end of the quarter.
FOR THE PURPOSES OF PRE-CLEARING AND REPORTING TRANSACTIONS, ONE IS REQUIRED TO
REPORT ANY TRANSACTION IN WHICH YOU HAVE A DIRECT OR INDIRECT "BENEFICIAL
OWNERSHIP." THIS WOULD INCLUDE ACCOUNTS OF IMMEDIATE
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FAMILY MEMBERS IN THE SAME HOUSEHOLD AND OTHER ACCOUNTS OVER WHICH THE ACCESS
PERSON HAS INFLUENCE OR CONTROL.
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NATIONAL ASSET MANAGEMENT
HOLDINGS REPORT
For the Year/Period Ended __________________________
(month/day/year)
|_| Check here if this is an Initial Holdings Report
AS OF THE CALENDAR YEAR/PERIOD REFERRED TO ABOVE, I HAVE A DIRECT OR INDIRECT
BENEFICIAL OWNERSHIP INTEREST IN THE SECURITIES LISTED BELOW WHICH ARE REQUIRED
TO BE REPORTED PURSUANT TO THE CODE OF ETHICS OF NATIONAL ASSET MANAGEMENT:
SECURITY DESCRIPTION NUMBER OF SHARES PRINCIPAL AMOUNT
The name of any broker, dealer or bank with whom I maintain an account in which
my securities are held for my direct of indirect benefit are as follows:
THIS REPORT (I) EXCLUDES TRANSACTIONS WITH RESPECT TO WHICH I HAD NO DIRECT OR
INDIRECT INFLUENCE OR CONTROL, (ii) EXCLUDES OTHER TRANSACTIONS NOT REQUIRED TO
BE REPORTED, AND (iii) IS NOT AN ADMISSION THAT I HAVE OR HAD ANY DIRECT OR
INDIRECT BENEFICIAL OWNERSHIP IN THE SECURITIES LISTED ABOVE.
Date:____________________________ Signature:________________________
Print Name:_______________________
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NATIONAL ASSET MANAGEMENT
ANNUAL CERTIFICATE
Pursuant to the requirements of the Code of Ethics of National Asset Management,
the undersigned hereby certifies as follows:
1. I have read the Company's Code of Ethics and Compliance Manual.
2. I understand the Code of Ethics and Compliance Manual and acknowledge
that I am subject to it.
3. Since the date of the last Annual Certificate (if any) given pursuant
to the Code of Ethics and Compliance Manual, I have reported all
personal securities transactions and provided any securities holdings
reports required to be reported under the requirements of the Code of
Ethics and the Compliance Manual.
Date:__________________________________
Signature:_____________________________
Print Name:___________________________
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NATIONAL ASSET MANAGEMENT CORPORATION
SECURITIES TRANSACTION REPORT
FOR THE CALENDAR QUARTER ENDED JUNE 30, 2000
Date: ___________________
During the quarter referred to above, the following transactions were effected
for my "personal accounts" (as defined in the Code of Ethics of Investment
Companies) which are required to be reported pursuant to the Code of Ethics for
Investment Advisors. (IF NO TRANSACTIONS TOOK PLACE, WRITE "NONE REPORTABLE").
<TABLE>
<CAPTION>
Broker/
Dealer or
Nature of Number of Bank
Transaction Shares or Through
(Purchase, Date of Principal Dollar Amount Whom
Sale, etc. Security Transaction Amount Price of Transaction Effected
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This report excludes (i) transactions with respect to which I had no direct or
indirect influence or control, (ii) other transactions not required to be
reported, and (iii) is not an admission that I have any direct or indirect
beneficial ownership in the securities listed above.
*Transactions that are asterisked indicate transactions in a security where I
knew at the time of the transaction or, in the ordinary course of fulfilling my
official duties as an access person, should have know that during the 15-day
period immediately preceding or after the date of the transaction, such security
was purchased or sold, or such security was being considered for purchase or
sale, by National Asset Management.
Signature:_____________________
Print:________________________
