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MARKSTON INTERNATIONAL, LLC
CODE OF ETHICS AND INSIDER TRADING POLICY AND PROCEDURES
I. INTRODUCTION
Markston International, LLC ("Markston" or the "Firm") holds its
employees to a high standard of integrity and business practice. This Code of
Ethics and Insider Trading Policy and Procedures (the "Code") is intended to
serve as a guide to administering and overseeing procedures relating to the
personal trading practices of the Firm's personnel in accordance with the
Investment Advisers Act of 1940 (the "Advisers Act") and the Investment Company
Act of 1940 (the "1940 Act"), as it relates to the Firm's investment advisory
business.
Markston is an investment adviser registered under the Advisers Act,
and provides investment advice to investment companies registered under the 1940
Act and other clients (together, "advisory clients"). This Code has been adopted
in compliance with Section 17(j) and Rule 17j-1 of the 1940 Act and Sections 204
and 204A of the Advisers Act and the rules thereunder. This Code contains
provisions reasonably necessary to prevent the Firm's employees from engaging in
any act, practice, or course of business that would (1) defraud or mislead any
of its clients, (2) constitute a manipulative practice, (3) lead to a conflict
of interest in connection with the Securities transactions of the Firm and its
employees, (4) misuse material, non-public information.
II. APPLICABILITY
This Code applies to all employees of Markston, as well as to
Markston's members and control persons. For purpose of this Code, the term
"employee" includes, but is not limited to, persons who, in the course of their
regular functions or duties, participate in the process of purchasing or selling
Securities, or participate in making recommendations or obtaining information
for the purchase or sale of Securities, on behalf of any of the Firm's clients
including investment companies.
III. DEFINITIONS
A. "ACCESS PERSON" means each employee of the Firm who, in
connection with his or her regular functions or duties, makes,
participates in, or obtains any information regarding the
purchase or sale of Securities by advisory clients, including
mutual funds, or whose functions relate to the making of any
recommendations with respect to such purchases and sales of
Securities.
B. An "APPROVED TRADE" is a trade for which an Access Person has
received prior approval ("TRADING APPROVAL") from a Firm
Compliance Officer under the procedures described in this
Code.
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C. A Security is "BEING HELD OR CONSIDERED FOR PURCHASE OR SALE"
at the time of an Access Person's personal trade when a
recommendation to purchase or sell a Security has been made
and communicated to an advisory client or, for the person
making the recommendation, when that Access Person considers
making the recommendation. In addition, with respect to
registered investment company clients, a Security is "BEING
HELD OR CONSIDERED FOR PURCHASE OR SALE" if it was held or was
considered for purchase by the Firm for the investment company
at any time during the 15 days before the transaction.
D. An Access Person will be deemed to have a "BENEFICIAL
INTEREST" in a Security or in an account of which the Access
Person has beneficial ownership or over which the Access
Person exercises investment or voting discretion. "BENEFICIAL
OWNERSHIP/BENEFICIAL OWNER" means any person who has or
shares, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise, a
direct or indirect pecuniary interest in a Security, within
the meaning of Rule 16a-l(a)(2) of the Securities Exchange Act
of 1934 (the "Exchange Act"). "PECUNIARY INTEREST" means the
opportunity, directly or indirectly, to profit or share in any
profit derived from a transaction in the Security. "INDIRECT
PECUNIARY INTEREST" includes, but is not limited to,
Securities held by members of the Access Person's immediate
family who share their household, including their spouse,
children and stepchildren, parents, grandparents, brothers and
sisters, and in-laws. However, if an Access Person invests in
shares of a registered or private investment company,
including any private investment company offered by Markston
and which is majority-owned by Markston and its employees but
which is or soon will be offered to other qualified investors,
the Access Person will not be deemed to be the Beneficial
Owner of any Security held by such investment company. If an
Access Person is not certain whether they have Beneficial
Ownership of a particular Security or account, the Access
Person should consult with the Compliance Officer.
E. A "FIRM TRADE" is a transaction in which the Firm has entered
orders for one or more advisory clients.
F. A "LIMITED OFFERING" means an offering that is exempt from
registration under the Securities Act of 1933 ("Securities
Act") pursuant to Section 4(2) or Section 4(6) or pursuant to
Rule 504, Rule 505, or Rule 506 under the Securities Act.
G. An "INITIAL PUBLIC OFFERING" means an offering of Securities
registered under the Securities Act, the issuer of which,
immediately before the registration, was not subject to the
reporting requirements of Sections 13 or 15(d) of the Exchange
Act.
H. "PERSONAL TRADE" means the purchase or sale of Securities by
an Access Person for any account in which they have Beneficial
Ownership, or any account, other than an account of an
advisory client of the Firm, "controlled" by an Access Person.
An account is "CONTROLLED" by an Access Person where that
person decides what Securities transactions will be effected
for the account, either by making recommendations to the
account owner or by entering orders directly with
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the broker handling the account. At no time will a trade for
an advisory client of the Firm be deemed a Personal Trade.
I. "PURCHASE OR SALE OF A SECURITY" includes, among other things.
the writing of an option to purchase or sell Securities.
J. "SECURITY" means any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest
or participation in any profit-sharing agreement,
collateral-trust certificate, preorganization certificate or
subscription, transferable share, investment contract,
voting-trust certificate, certificate of deposit for a
Security, fractional undivided interest in oil, gas, or other
mineral rights, any put, call, straddle, option, or privilege
on any Security or on any group or index of Securities
(including any interest therein based on the value thereof),
or any put, call, straddle, option, or privilege entered into
on a national Securities exchange relating to foreign
currency, or generally any interest or instrument commonly
known as a "Security" or any certificate of interest or
participation in, temporary or interim certificate for,
receipt for guarantee of, or warrant or right to subscribe to
or purchase any of the foregoing. Security does not include
those Securities set forth in Section VI. A. 1. If an Access
Person is not certain of whether a particular Security falls
within Section VI. A. 1, the Access Person should consult with
the Compliance Officer.
IV. STANDARDS OF CONDUCT
A. Investment-related information learned by any Firm employee
during the course of carrying out Firm-related duties or in
communications between Firm employees is to be kept
confidential until or unless publicly available. Such
information may include, but is not limited to,
portfolio-related research activity, brokerage orders being
placed on behalf of a client, and recommendations to purchase
or sell specific Securities.
B. Employees may not take or omit to take an action on behalf of
an advisory client or cause an advisory client to take any
action for the purpose of achieving a personal benefit for the
employee rather than the advisory client.
C. Employees may not use actual knowledge of a client's
transactions to profit by the market effect of the client's
transaction.
D. Employees will not take unique investment opportunities which
should be made available to the Firm's advisory clients for
themselves or for accounts in which they have a Beneficial
Interest.
E. Employees must conduct all Personal Trades in full compliance
with this Code, including all pre-authorization and reporting
requirements.
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V. RESTRICTIONS ON PERSONAL INVESTMENT AND RELATED ACTIVITIES
A. OPENING AN ACCOUNT. Each Access Person who wishes to establish
a Securities account, including any account in which the
Access Person will have a Beneficial Interest must notify and
obtain approval from the Firm's Compliance Officer before
opening the account.
B. GENERAL TRADING PROHIBITIONS. An Access Person may not buy or
sell a Security for an account in which he has a Beneficial
Interest (i) when the Security is being considered for
purchase or sale on behalf of an advisory client, (ii) on any
day a Firm Trade in that Security or a related Security is
being made or is pending, until that Firm Trade is executed or
withdrawn, (iii) during the seven days before or following a
Firm Trade in that Security, or (iv) with respect to
registered investment company clients only, at any time during
the 15 days before the transaction if the Security was held or
considered for purchase by the Firm for the registered
investment company. In addition, if the Firm otherwise
anticipates trading in the Security, the Personal Trade may be
denied.
C. INITIAL PUBLIC OFFERINGS. An Access Person may not acquire a
direct or indirect beneficial interest in securities offered
in an initial public offering without prior written approval
by the Compliance Officer. The Compliance Officer will
maintain a record of such authorization and the reasons for
such authorization.
D. LIMITED OFFERINGS. An Access Person may not acquire a direct
or indirect beneficial interest in securities offered in a
Limited Offering without prior written approval by the
Compliance Officer. The Compliance Officer will give
permission only after considering, among other factors,
whether the investment opportunity should be reserved for
advisory clients and whether the opportunity is being offered
to the person by virtue of the person's position as an
investment adviser. If a Limited Offering transaction is
permitted, the Compliance Officer will maintain a record of
such approval and the reasons for such approval. Access
Persons who have acquired securities in a Limited Offering are
required to immediately disclose that investment to the
Compliance Officer if they participate in any subsequent
consideration of an investment in the issuer by an advisory
client, and the decision to purchase securities of the issuer
for an advisory client must be subject to independent review
by other Firm investment personnel with no personal interest
in the issuer. Markston may make a Limited Offering of shares
in private investment companies to qualified investors,
including Markston employees and control persons. This
procedure must be followed by Access Persons who wish to
invest in shares of such a private investment company;
however, such a private investment company will be treated on
an equal basis with all other Markston clients and may,
subject to Markston's fiduciary duty and trade allocation
procedures, trade without regard to this or any other trading
prohibition in this Code.
E. TRADING APPROVALS. Each Access Person who wishes to purchase
or sell a Security or trade in an account in which the Access
Person has a beneficial
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interest, must notify and obtain prior approval from the
Firm's Compliance Officer before effecting the trade.
1. Approval is to be requested by submitting a form
entitled "Buy or Sell Order for Markston Employee's
Personal Account," in the form of Exhibit A attached,
to the Compliance Officer and then to the Firm's
Trading Desk.
2. Approvals will be granted at the discretion of the
Firm's Compliance Officer. If the Compliance Officer
approves the trade, the Firm's Trading Desk must also
review the trade, before approval, by reviewing
outstanding orders. The Trading Desk will not approve
a trade in a Security if that Security (i) has been
traded that day or (ii) is subject to any outstanding
orders, unless the Compliance Officer is aware of
those trades or outstanding orders and still approves
the trade. If the trade is nevertheless approved, the
Compliance Officer will write an explanatory memo to
the Firm's files.
3. Any trading approval is effective for one business
day only, unless explicitly provided for otherwise or
extended in writing by the Firm's Compliance Officer.
Therefore, Access Persons must effect trades by the
close of business on the same day approval is
received.
F. FIRM TRADE OCCURRING AFTER APPROVED ACCESS PERSON TRADE. If
the Firm enters, an order for a Security within seven days
after an Access Person has effected an approved trade, the
Compliance Officer will discuss the trade with the Access
Person. Depending on the circumstances, that Compliance
Officer may, for example:
1. Reverse the trade or require the Access Person to
disgorge the profits of the trade (a) if it appears
that the Access Person may have had advance
information concerning the Firm's trade, or (b) to
avoid the appearance of impropriety; or
2. Allow the trade if circumstances justify such action.
If the trade is approved, the Compliance Officer will
write an explanatory memo to the Firm's files.
G. POST-TRADE MONITORING. Pursuant to Section VIII. B., each
Access Person shall arrange for duplicate confirmations and
monthly statements to be sent to the Firm's Compliance Officer
for all accounts in which the Access Person has a Beneficial
Interest. After execution of each Approved Trade under this
Section, the Compliance Officer shall cross-reference each
confirmation received with the applicable Trading Approval.
Copies of all duplicate confirmations and statements and Buy
or Sell Orders for Markston Employee's Personal Account (with
Trading Approvals) shall be kept for each Access Person. The
Compliance Officer shall review those records at least
annually to determine if there are any
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trading patterns or series of transactions which indicate
possible violations of this Code. The Compliance Officer will
be responsible for reporting any material violations of this
Code to the Firm, as well as to the board of
directors/trustees, as appropriate, of any relevant advisory
client.
H. TRADING BY RESEARCH ANALYSTS. The Firm's research analysts and
portfolio managers may not trade, for any account or accounts
in which they have a beneficial interest, in any Security they
are considering recommending for a Firm Trade. The Compliance
Officer may grant exceptions in advance of trades as deemed
appropriate under this Code.
I. OUTSIDE DIRECTORSHIPS. Firm Access Persons may not serve on
the boards of directors of publicly traded companies unless
(i) the Firm's manager grants prior authorization and (ii) a
mechanism such as a "Chinese Wall" is established and
maintained to prevent the flow of information from the Access
Person serving on the board to the Access Persons making
investment decisions on behalf of the Firm's clients.
J. HOLDING PERIOD. Firm Access Persons must hold Securities that
are subject to this Code for at least one day.
VI. EXCEPTIONS
A. The provisions of Section V. do not apply to:
1. Purchases or sales of Securities issued by the U.S.
Government, bankers' acceptances, bank certificates
of deposit, commercial paper, money market
instruments, high-quality, short-term debt, and
shares of registered open-end investment companies.
2. Purchases or sales of Securities that are
non-volitional on the part of the Access Person.
3. Purchases that are part of an automatic dividend
reinvestment plan.
4. Purchases effected by the exercise of rights issued
by an issuer pro rata to all holders of a class of
its Securities, to the extent the rights were
acquired from the issuer, and the later sale of those
rights.
5. Any acquisition of Securities through stock
dividends, dividend reinvestments, stock splits,
reverse stock splits, mergers, consolidations,
spin-offs, or other similar corporate reorganizations
or distributions generally applicable to all holders
of the same class of Securities.
6. Transactions involving no more than 1000 shares of an
equity security or $50,000 face amount of a debt
security and provided that the equity security
comprises part of a broad-based, publicly traded
market basket or index of stocks (such as Standard &
Poor's 500 Index ), approved for
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trading by the appropriate regulatory authority, or
has a market capitalization at the time of the
transaction of at least $1 billion, or the issuer of
the debt security has at least $100,000,000 in debt
securities of the same general type and quality then
outstanding and not in default.
B. The provisions of Section V. B., V. C. and V. D. do not apply
to transactions, regardless of size or issuer, which have been
pre-cleared in writing by the Compliance Officer, based on
circumstances where the Compliance Officer finds that
permitting the transaction is appropriate and consistent with
the purposes and policies of this Code, is not in conflict
with the interests of the Firm or advisory clients of the
Firm, and is in compliance with applicable law.
C. The Firm's Compliance Officer may exercise discretion to
approve a trade if, for example it appears that:
1. The potential harm to the Firm's clients is remote.
2. The trade is unlikely to affect a large
capitalization stock or a highly institutional
market.
3. The trade is clearly not related economically to
Securities to be purchased, sold or held by any of
the Firm's clients.
4. A Firm trade is being made in a Security only to
size-up or size-down an account (due to deposits
and/or withdrawals), if the trade is deemed
immaterial considering all relevant facts.
VII. INSIDER TRADING POLICY AND PROCEDURES
A. The Firm forbids any manager, member, Access Person or other
employee from trading, either for his or their personal
account or on behalf of others (including mutual funds and
private accounts managed by the Firm), while in possession of
material nonpublic information, or communicating material
nonpublic information to others in violation of the law. This
prohibited conduct is often referred to as "insider trading."
B. As a general guide for Firm Access Persons and to provide
assistance in understanding and in complying with Section V11.
A., "insider trading" is described below.
1. WHAT IS MATERIAL INFORMATION?
Information is "material" when there is a substantial
likelihood that a reasonable investor would consider
it important in making his or her investment
decisions. Generally, this is information the
disclosure of which will have a substantial effect on
the price of a company's Securities. There is no
simple "bright line" test to determine when
information is material; assessments of materiality
involve a highly fact-specific inquiry.
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For this reason, you should direct any questions
about whether information is material to the Firm's
Compliance Officer.
Material information often relates to a company's
results and operations including, for example,
dividend changes, earnings results, changes in
previously released earnings estimates. significant
merger or acquisition proposals or agreements, major
litigation. liquidation problems, and extraordinary
management developments,
Material information also may relate to the market
for a company's Securities. Information about a
significant order to buy or all Securities may, in
some contexts, be deemed material. Similarly,
prepublication information concerning reports in the
financial press also may be material. For example,
the Supreme Court upheld the criminal convictions of
insider trading defendants who used prepublication
information about the WALL STREET JOURNAL's Heard on
the Street column.
2. WHAT IS NONPUBLIC INFORMATION?
Information is "public" when it has been,
disseminated broadly to investors in the marketplace.
Tangible evidence of dissemination is the best
indication that the information is public. For
example, information is public after it has become
available to the general public through a public
filing with the SEC or some other governmental
agency, the Dow Jones "tape," the WALL STREET JOURNAL
or some other publication of general circulation, and
after sufficient time has passed so that the
information has been disseminated widely.
3. IDENTIFYING INSIDE INFORMATION
Before executing any trade for yourself or others,
including registered investment companies or other
accounts managed by Markston. You must determine
whether you have access to material, nonpublic
information. If you think that you might have access
to material, nonpublic information, you should take
the following steps:
(a) Report the information and proposed trade
immediately to the Firm's Compliance
Officer.
(b) Do not purchase or sell the Securities on
behalf of yourself or others, including
registered investment companies or other
accounts managed by Markston.
(c) Do not communicate the information inside or
outside Markston, other than to the
Compliance Officer and/or Markston's outside
counsel.
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(d) After the Compliance Officer has reviewed
the issue, the Firm will determine whether
the information is material and nonpublic
and, if so, what action the Firm should
take.
You should consult with the Compliance Officer before
taking any action. This degree of caution will
protect you, our clients and the firm.
4. CONTACTS WITH PUBLIC COMPANIES
For Markston, contacts with public companies
represent an important part of our research efforts.
Markston may make investment decisions on the basis
of its conclusions formed through such contacts and
analysis of publicly available information. However,
difficult legal issues arise when, in the course of
these contacts, a Markston Access Person. or others
subject to this Code becomes aware of material,
nonpublic information. This could happen, for
example, if a company's chief financial officer
prematurely discloses quarterly results to an analyst
or an investor relations representative makes a
selective disclosure of adverse news to a handful of
investors. In such situations, Markston must make a
judgment as to its further conduct, To protect
yourself, our clients and the Firm, you should
contact the Firm's Compliance Officer immediately if
you believe that you may have received material,
nonpublic information.
5. TENDER OFFERS
Tender offers represent a particular concern in the
law of insider trading for two reasons. First, tender
offer activity often produces extraordinary gyrations
in the price of the target company's securities
trading during this time period is more likely to
attract regulatory attention (and produces a
disproportionate percentage of insider trading
cases). Second, the SEC has adopted a rule which
expressly forbids trading and "tipping" while in
possession of material, nonpublic information
concerning a tender offer received from the tender
offer, the target company or anyone acting on behalf
of either of them. Markston Access Persons and others
subject to this Code should exercise particular
caution any time they become aware of nonpublic
information relating to a tender offer.
C. PENALTIES FOR INSIDER TRADING
Penalties for insider trading can be severe, both for the individuals
involved and their employers. A person can be subject to some or all of
the penalties listed below even if he or she does not personally
benefit from the violation. Penalties include:
1. jail sentences,
2. civil injunctions;
3. treble damages;
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4 disgorgement of profits;
5. tines for the person who committed the violation of
up to three times the profit gained or loss avoided,
whether or not the person actually benefited; and
6. fines for the employer or other controlling person of
up to the greater of $1,000,000 or three times the
amount of the profit gained or loss avoided.
VIII. REPORTING
A. INITIAL HOLDINGS AND ACCOUNTS REPORT. Within 10 calendar days
of becoming an Access Person or being hired by the Firm as an
Access Person, each Access Person must submit to the
Compliance Officer
(i) a dated acknowledgment that the Access Person has
read, understands, and intends to comply with this
Code,
(ii) a list of all securities, brokerage or commodities
accounts in which any security was held for the
direct or indirect benefit of the Access Person as of
the date of employment as an Access Person ,
including the name of any broker, dealer or bank
maintaining such account,
(iii) a representation that the Access Person will direct
brokers, dealers and banks to forward, on a timely
basis, duplicate statements and confirmations of all
Personal Trades to the Firm Compliance Officer, and
(iv) the title, number of shares and principal amount of
each Security in which the Access Person had any
direct or indirect Beneficial Interest when the
person became an Access Person.
The acknowledgment form for new Access Persons, as well as a
form letter to be completed and signed by the new Access
Person are attached as Exhibit B. Subsequent to employment,
each Access Person shall notify the Compliance Officer
immediately and in writing of any new securities or
commodities accounts. The Access Person is responsible for
reporting Securities transactions in such accounts to the
Compliance Officer in accordance with this Code. Each Access
Person also is responsible for pre-clearing all Personal
Trades before the transaction is executed, through the Buy or
Sell Order for Markston Employee's Personal Account Form
(Exhibit A).
B. QUARTERLY REPORTING REQUIREMENTS. No later than ten days after
the end of the calendar quarter, each Access Person must
report, with respect to any Personal Trades in any Securities
in which the Access Person had, or by reason of such
transaction acquired, any direct or indirect Beneficial
Ownership, to the Compliance Officer the following
information:
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(i) the date of the transaction, the title and number of
shares, and the principal amount of each Security
involved;
(ii) the nature of the transaction (i.e., purchase, sale,
or any other type of acquisition or disposition);
(iii) the price at which the transaction was effected; and
(iv) the name of the broker, dealer, or bank with or
through which the transaction was effected.
No order for a securities transaction for which
pre-authorization is required may be placed prior to the
receipt of written authorization of the transaction showing
the date of the authorization by the Compliance Officer.
C. ANNUAL REPORTING REQUIREMENTS. Every Access Person will be
required to furnish the following information (which
information must be current as of a date no more than 30 days
before the report is submitted) within 10 calendar days
following December 31 of that calendar year:
(i) the title, number of shares and principal amount of
each Security in which the Access Person had any
direct or indirect beneficial ownership;
(ii) the name of any broker, dealer or bank maintaining an
account in which any Security was held for the direct
or indirect benefit of the Access Person;
(iii) the date the report is submitted to the Compliance
Officer; and
(iv) An "Annual Acknowledgment Form" (see Exhibit C),
which includes representations by the Access Person
concerning compliance with the Code in the previous
year, intent to comply with the Code in the current
year and provides for the reporting of any Security,
account or Personal Trade not otherwise reported.
D. As described in Section V., Access Persons will report on cash
Securities transactions by submitting their Buy or Sell Order
for Markston Employee's Personal Account Form, with all
required approvals to the Compliance Officer.
E. DISCLAIMER OF BENEFICIAL OWNERSHIP. Any report submitted by an
Access Person in accordance with this Code will not be
construed as an admission by that person that he or she has
any direct or indirect Beneficial Ownership in any Security or
account to which the report relates. The existence of any
report will not by itself be construed as an admission that
any event included in the report is a violation of this code.
F. ANNUAL REPORTING REQUIREMENT OF FIRM. Annually, the Firm will
furnish to the board of directors of the Firm's investment
company advisory clients a written report that:
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(i) Describes any issues arising under the Code or
procedures since the last report to the board of
directors, including, but not limited to, information
about material violations of the Code or procedures
and sanctions imposed in response to the material
violations; and
(ii) Certifies that the Firm has adopted procedures
reasonably necessary to prevent employees from
violating the Code.
IX. SANCTIONS
A. If any Access Person fails to comply with the provisions of
this Code or of applicable Securities laws, the Compliance
Officer may impose, or recommend that the Firm impose,
appropriate sanctions, including dismissal.
B. Consistent with the statement of the Securities and Exchange
Commission in connection with its adoption of Rule 17j-1 of
the 1940 Act, violations of this Code are not to be construed
as per se violations of the law.
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EXHIBIT A
BUY OR SELL ORDER
FOR MARKSTON EMPLOYEE'S PERSONAL ACCOUNT
<TABLE>
<S> <C> <C>
PLEASE BUY SELL
__________________________________ SHARES OF __________________________________ AT ________________
(AMOUNT) (NAME OF ISSUE/TICKER) (PRICE)
</TABLE>
For the following account:
NAME OF ACCOUNT: ___________________________________________________
BROKERAGE FIRM: ___________________________________________________
ACCOUNT NUMBER: ___________________________________________________
My signature below attests that in placing this order I am not seeking to use or
take personal advantage of any investment recommendations, decisions or programs
of Markston International, LLC, and, to the best of my knowledge and belief, the
execution of this order will not have an adverse effect on any account managed
by Markston International, LLC.
___________________________ ________________________________________
Date (Signature of Access Person)
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EXHIBIT B
PAGE 1 OF 3
MARKSTON INTERNATIONAL, LLC
CODE OF ETHICS AND INSIDER TRADING POLICY AND PROCEDURES
ACKNOWLEDGMENT FORM FOR NEW ACCESS PERSONS
1. I certify that I have read and am familiar with Markston International,
LLC Code of Ethics and Insider Trading Policy and Procedures (the
"Code").
2. I represent that I will comply with the Code at all times during the
current calendar year, subsequent to the date hereof.
3. I will disclose, report and confirm all holdings and transactions
required to be disclosed, reported or confirmed under the Code. I will
authorize duplicate statements and confirms for all accounts in which I
have a beneficial interest to be sent to the Compliance Officer. I have
forwarded the attached letter to all appropriate parties to authorize
such reporting.
4. All accounts in which I have a beneficial interest, as defined in the
Code, including any and all accounts over which I exercise trading
discretion, are listed below.
5. If any new accounts in which I will have a beneficial interest are
opened in the future, I will notify the Firm and I will authorize
duplicate statements and confirms for those accounts to be sent to the
Firm.
NAME (PRINT): ________________________________________________________
POSITION: ________________________________________________________
SIGNATURE: ________________________________________________________
DATE: ________________________________________________________
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EXHIBIT B
PAGE 2 OF 3
List of all accounts in which _____________________ has a beneficial interest
NAME
as of ______________(Attach additional sheets, if necessary)
Account Title: ______________________________________________________
Broker Dealer: ______________________________________________________
Account Number: ______________________________________________________
Account Title: ______________________________________________________
Broker Dealer: ______________________________________________________
Account Number: ______________________________________________________
Account Title: ______________________________________________________
Broker Dealer: ______________________________________________________
Account Number: ______________________________________________________
Account Title: ______________________________________________________
Broker Dealer: ______________________________________________________
Account Number: ______________________________________________________
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EXHIBIT B
PAGE 3 OF 3
Name of Contact __________________________________________________
Name of Firm __________________________________________________
Address/Fax Number __________________________________________________
This letter shall authorize you to send duplicate account statements and
duplicate trade confirmations for all activity in the accounts below to:
MARKSTON INTERNATIONAL, LLC
50 MAIN STREET
WHITE PLAINS, NEW YORK 10606
ATTENTION:
Sincerely,
___________________________________
Name:
___________________________________
Name of Account
___________________________________
Account Number
___________________________________
Name of Account
___________________________________
Account Number
___________________________________
Name of Account
___________________________________
Account Number
4
<PAGE> 17
EXHIBIT C
PAGE 1 OF 2
MARKSTON INTERNATIONAL, LLC
CODE OF ETHICS AND INSIDER TRADING POLICY AND PROCEDURES
ANNUAL ACKNOWLEDGMENT FORM
Unless otherwise noted below:
1. I certify that I have read and am familiar with Markston International,
LLC Code of Ethics and Insider Trading Policy and Procedures (the
"Code").
2. I represent that I will comply with the Code at all times during the
current calendar year, and will comply with the Code during the current
calendar year.
3. I have, during the previous calendar year, disclosed and confirmed all
holdings and transactions required to be disclosed or confirmed under
the Code.
4. I have, during the previous calendar year, disclosed and confirmed all
accounts in which I have a beneficial interest, as defined in the Code,
including any and all accounts over which I exercise trading
discretion, and reported all Securities transactions required to be
reported under the Code. A list of such accounts is attached.
5. If any new accounts in which have a beneficial interest were opened
during the previous year, I notified the Firm and I authorized
duplicate statements, confirms and monthly statements for those
accounts to be sent to the Firm.
NAME (PRINT): ___________________________________________________
POSITION: ___________________________________________________
SIGNATURE: ___________________________________________________
DATE: ___________________________________________________
Exceptions:
Item Number Explanation
5
<PAGE> 18
EXHIBIT C
PAGE 2 OF 2
List of all accounts in which _____________________ has a beneficial interest
NAME
as of ______________(Attach additional sheets, if necessary)
Account Title: ______________________________________________________
Broker Dealer: ______________________________________________________
Account Number: ______________________________________________________
Account Title: ______________________________________________________
Broker Dealer: ______________________________________________________
Account Number: ______________________________________________________
Account Title: ______________________________________________________
Broker Dealer: ______________________________________________________
Account Number: ______________________________________________________
Account Title: ______________________________________________________
Broker Dealer: ______________________________________________________
Account Number: ______________________________________________________
6
