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MADISON SQUARE ADVISORS LLC
CODE OF ETHICS
This Code of Ethics (the "Code") has been issued by Madison Square Advisors LLC
("MSA" or the "Company") in order to set forth applicable guidelines and
procedures that promote ethical practices and conduct by all of its
employees.(1) All recipients of the Code are to read it carefully, retain it for
future reference and abide by its requirements. Also, please refer to the MSA
policy entitled, "Personal Investment Policy," which has been incorporated into
the Code and is an integral part of its requirements. The Personal Investment
Policy will provide each employee with specific guidance concerning personal
security investments and the responsibilities associated with that activity.
MSA requires that all employees observe the applicable standards' of duty and
care. An employee may not evade the provisions of the Code by having another
person, including a friend, relative or other, act or fail to act in a manner in
which the employee is prohibited.
I. GENERAL POLICY
It shall be a violation of this Code and its procedures, for any
employee of the firm, in connection with the purchase or sale, directly or
indirectly, of any security held or to be acquired by any client including a
registered investment company or other entity (collectively a "Client"):
1. to employ any device, scheme or artifice to defraud any Client for
which the firm serves as an investment adviser or sub-adviser;
2. to make to the Client any untrue statement of a material fact
necessary or to omit to state to the Client a material fact
necessary in order to make the statements made, in light of the
circumstances under which they are made not misleading;
3. to engage in any act, practice or course of business that operates
or would operate as a fraud or deceit upon the Client; or
4. to engage in any manipulative practice with respect to the Client.
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(1) "Employee" shall mean all Madison Square employees and Directors.
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II. GUIDELINES AND PROCEDURES
Guidelines
As a fundamental requirement, MSA demands the highest standards of
ethical conduct on the part of all its employees. All employees must
abide by this basic standard and never take inappropriate advantage of
their position with the Company.
Each employee is under a duty to exercise his or her authority and
responsibility for the primary benefit of MSA and may not have outside
interests conflicting with the interests of the Company. Each person
must avoid any circumstance which might adversely affect or appear to
affect MSA, its clients or his or her duty of complete loyalty to MSA
in the discharge of his or her responsibilities. This duty includes the
protection of client and company confidential information and MSA's
reputation for trustworthy financial service.
As part of this ongoing responsibility, each employee has the duty to
disclose to MSA any interest that he or she may have in any firm,
corporation or business unit which is not affiliated or participating
in any joint venture or partnership with MSA or its affiliates.(2)
Disclosure should be timely so that MSA may take action concerning any
possible conflict as it deems appropriate. It is recognized, however,
that MSA has or may have business relationships with many organizations
and that a relatively small interest in publicly traded securities of
an organization does not necessarily give rise to a conflict of
interest. Therefore, the following procedures have been adopted and
approved by MSA.
Procedures
a) It is considered generally incompatible with an employee's duties to
MSA to assume the position of director of a corporation. A report
should be made by an employee to MSA of any invitation to serve as a
director of a corporation which is not an affiliate and the person must
receive the approval of the Chief Compliance Officer ("CCO") prior
to accepting any such directorship. In the event that approval is
given, the corporation in question shall immediately be placed on MSA's
"Restricted List".
b) Except as approved by the CCO, it is considered generally incompatible
with the duties of an employee of MSA to act as an officer, general
partner, consultant, agent, representative or employee of any other
business, other than an affiliate.
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(2) Affiliates shall mean any corporation controlling, controlled by or
under common control with, MSA.
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c) Except as approved by the CCO, employees may not have a monetary
interest, as principal, co-principal, agent or beneficiary, directly or
indirectly, or through any substantial interest in any other
corporation or business unit, in any transaction involving MSA, subject
to the same exceptions as are specifically permitted under law.
d) Once a year, a "Questionnaire On Conflicts Of Interest", shall be
distributed to each employee for completion and filing with the CCO or
his designee. Each employee shall supplement the annual questionnaire
as necessary to reflect any material change between annual filings
e) Gifts/entertainment from third parties that do business with MSA, its
affiliates, or its clients and exceed a value of $25 must be reported.
You may not accept gifts/entertainment from third parties with a value
exceeding $100 without the prior approval of your department head.
f) Employees are to disclose to the CCO all personal securities holdings
immediately upon commencement of employment, and in no case later than
ten (10) days beyond the employee's start date. (See Exhibit C of the
Personal Investment Policy attached for a copy of the "Employee Initial
Securities Holdings Report and Certification" form).
g) On an annual basis, employees must disclose to the CCO all personal
securities holdings (i.e., all securities that are beneficially owned
by an employee AS OF YEAR-END). The required disclosure should be made
immediately after each calendar year and in no case later than January
30th of any year. (See Exhibit D of the Personal Investment Policy
attached for a copy of the "Employee Annual Securities Holdings Report
and Certification" form).
h) All reports furnished pursuant to this policy will be maintained on a
confidential basis and will be reasonably secured to prevent
unauthorized access to such files.
II. THE CODE OF ETHICS AND STANDARDS OF PROFESSIONAL CONDUCT - FOR
FINANCIAL ANALYSTS
All members of the Association for Investment Management and Research
(AIMR) and the holders of and candidates for the Chartered Financial
Analyst designation are also obligated to conduct their activities in
accordance with AIMR Code of Ethics and Standards of Professional
Conduct.
III. MUTUAL FUND CODE OF ETHICS AND SUPPLEMENT THERETO
As discussed above, each employee is under a duty to exercise his or
her authority and responsibility for the primary benefit of the
Company. Employees must abstain from
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participation (or any other involvement) in "insider trading"(3) in
contravention of applicable laws or regulations. All personal
securities transactions must be conducted consistent with the Code
(which includes MSA's Personal Investment Policy) and in such a manner
as to avoid any actual, potential or apparent conflict of interest or
any abuse of an individual's position of trust and responsibility.
Although MSA employees must expressly comply with the terms of this
Code , as an investment adviser to registered investment companies, the
Company and certain of its employees (i.e., Portfolio Managers,
Analysts, Traders etc.) may owe a specific duty of care to each fund
depending upon an employee's status as an "Access Persons"(4) of that
mutual fund. MSA's legal/compliance group has reviewed the requirements
of Rule 17j-1 of the Investment Company Act of 1940 and has determined
that an employee's compliance with the company's Code will satisfy not
only that Rules requirements, but the substantive code of ethics
requirements of every registered investment company that we sub-advise.
IV. ACKNOWLEDGMENT
Each employee must certify annually, in substantially the form of
Exhibit A, that he or she has read and understood, and that they are
subject to and have complied with, the Code.
V. SANCTIONS
While compliance with the provisions of the Code is anticipated,
employees should be aware that in response to any violations, the
Company shall take whatever action is deemed necessary under the
circumstances including, but without limitation, the imposition of
appropriate sanctions. These sanctions may include, among others, the
reversal of trades, reallocation of trades to client accounts,
disgorging profits or, in more serious cases, employee suspension or
termination.
VI. RECORD-KEEPING
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(3) "Insider Trading" is defined as the purchase or sale of securities of a
public company while in possession of material, non-public information
or communicating such information to others.
(4) Rule 17j-1 defines an Access Person as any director, officer, general
partner or "Advisory Person" of the investment advisor who, with
respect to any Fund, makes any recommendation, participates in the
determination of which recommendation will be made, or whose principal
function or duties relate to the determination of which recommendation
will be made, or who, in connection with his or her duties, obtains
information concerning recommendations on Covered securities being made
by the investment advisor to any fund. Rule 17j-1 defines Advisory
Person as (i) any employee of the Fund or investment advisor (or of any
company in a control relationship to the Fund or investment advisor)
who, in connection with his or her regular function or duties, makes,
participates in, or obtains information regarding the purchase or sale
of Covered securities by a Fund, or whose functions relate to the
making of any recommendations with respect to the purchase or sales;
and (ii) any natural person in a control relationship to the Fund or
investment advisor who obtains information concerning recommendations
made to the Fund with regard to the purchase or sale of Covered
securities by the Fund.
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- The Company Compliance Officer and the Local Compliance
Officer must maintain all records relating to compliance with
the Code, such as exception reports, other internal memoranda
relating to non-compliant transactions and preclearance
records, for a period of seven years.
- Upon request by the Company Compliance Officer, a Local
Compliance Officer will provide the Company Compliance Officer
access to the Local Compliance Officer's Code records.
VII. EXCEPTIONS
The Compliance officer, in consultation with internal legal counsel for
the Company and the Local Compliance Officer, if applicable, may grant
written exceptions to provisions of the Code in circumstances which
present special hardship. The exceptions may be granted to individuals
or classes of individuals with respect to particular transactions,
classes of transactions or all transactions. Exceptions shall be
structured to be as narrow as is reasonably practicable with
appropriate safeguards designed to prevent abuse of the exception.
Notwithstanding the foregoing, however, no exception to a provision of
the Code shall be granted where such exception would result in a
violation of Rule 17j-1. Any exception which is granted shall be
reported to the Board at the next regularly scheduled meeting of the
Directors.
VIII. REVIEW BY THE CCO
The CCO will undertake an annual review with respect to the Code to
verify that the Code is being followed. The results of this review will
be set forth in an annual report by the CCO to the Board, not
withstanding any information deemed material in nature, which the CCO
will report at the next scheduled Board meeting. The report shall
specify any related concerns and recommendations and be accompanied by
the appropriate exhibits.
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EXHIBIT A
MADISON SQUARE ADVISORS LLC CODE OF ETHICS
ANNUAL CERTIFICATION OF COMPLIANCE WITH THE CODE(S) OF ETHICS
I hereby certify that I have received a copy of Madison Square Advisors LLC Code
of Ethics (the "Code") and have read the Code and understand its requirements. I
further certify that I am subject to the Code and have complied with its all the
requirements set forth there in (other than those that I specifically advised or
have been advised by a representative of Compliance).
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Name:
Position:
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Date
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MADISON SQUARE ADVISORS LLC
PERSONAL INVESTMENT POLICY
I. IN GENERAL
Madison Square Advisors LLC ("MSA") owes an undivided loyalty to its clients.
MSA also recognizes the need to permit its employee's reasonable freedom with
respect to their personal investment activities. It is important to balance in
an appropriate way these competing interests in a way which (a) acknowledges the
possibility of conflict between these duties and (b) sets forth standards to
assure that the primary duty of loyalty to its clients is fulfilled.
This policy ("Policy") supersedes and replaces in full any earlier policies on
the subjects regulated.
The Policy has been implemented by MSA although securities purchased or sold for
clients ordinarily trade in a sufficiently broad market to permit transactions
for clients or personal accounts to be completed without any appreciable impact
on the market for such securities.
Any questions which arise relating to the Policy should be referred to the Chief
Compliance Officer ("CCO") or Local Compliance Officer ("LCO"). If necessary,
any final determination of the administration of this policy will be made by the
Chairman or President in consultation with the CCO. This Policy is applicable to
all employees and directors
II. RECORD KEEPING AND REPORTING REQUIREMENTS
1. Personal Record Keeping
Each employee of MSA is to maintain records adequate to establish that the
individual's personal investment decisions did not involve a conflict with the
requirements of the Policy. If there is any question as to whether a proposed
transaction might involve a possible violation of the Policy, the transaction
should be discussed in advance with the CCO or LCO.
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2. Pre-Clearance Reporting Requirement
Each employee shall file with the CCO or LCO (in writing, preferably via
electronic means), a request ("Request") in substantially the form of Exhibit B
before completing any transaction in covered securities in any account over
which the employee exercises "beneficial ownership"(1); provided, however, that
a Request need not be filed with respect to any transaction (a) effected in any
account which is managed on a discretionary basis by a person other than such
employee and with respect to which such employee does not in fact influence or
control such transactions and documentation describing that relationship has
been submitted to Compliance or (b) in securities listed in Part III (1) which
do not require prior approval.
3. Other Reporting Requirements
a) Statutory
MSA is required under the Investment Advisers Act of 1940 and
Investment Company Act of 1940 to keep records of transactions in
securities in which its directors and employees have direct or indirect
beneficial ownership. The following reporting requirements have been
adopted to enable MSA to satisfy these requirements:
1. At the time of hiring, but in no case later than ten (10) days
from the date of commencement of employment with the firm, every
new employee shall submit to the CCO or LCO, a report in
substantially the form of Exhibit C ("Employee Initial Securities
Holdings Report and Certification"), disclosing every security and
account in which that employee has a direct or indirect beneficial
ownership interests;
2. At the end of each calendar year, but in no case later than
January 30th of the following year, every employee shall submit to
the CCO or LCO, a report in substantially the form of Exhibit D
("Employee Annual Securities Holdings Report and Certification"),
disclosing all personal securities holdings beneficially owned by
an employee AS OF YEAR-END;
3. Each employee shall file with the CCO or LCO, a report in
substantially the form of Exhibit E ("Quarterly Report"), within
10 days following the end of each calendar quarter in which a
transaction occurs in Covered securities, other than those listed
in Part III (1-4). The Quarterly Report must be filed for
transactions in any
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(1) Subject to the specific provisions of Rule 16a-1(a)(2), beneficial ownership
generally means having or sharing, directly or indirectly, through any contract
arrangement, understanding, relationship, or otherwise, a direct or indirect
"pecuniary interest" in the securities. (i) "Pecuniary interest" means the
opportunity, directly or indirectly, to profit or share in any profit derived
from a transaction in the securities. (ii) "Indirect pecuniary interest"
includes: (a) generally, securities held by members of the person's "immediate
family" sharing the same household (which ownership interest may be rebutted);
(b) a general partner's proportionate interest in portfolio securities held by a
general or limited partnership; (c) a person's right to dividends that is
separated or separable from the underlying securities (otherwise, a right to
dividends alone will not constitute a pecuniary interest in securities); (d) a
person's interest in securities held by a trust; (e) a person's right to acquire
securities through the exercise or conversion of any derivative security,
whether or not presently exercisable; and (f) a performance-related fee, other
than an asset based fee, received by any broker, dealer, bank, insurance
company, investment company, investment manager, trustee, or person or entity
performing a similar function, with certain exceptions.
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security in which a director or an employee has, or by reason of
such transaction acquires or disposes of, any beneficial
ownership. Employees must also disclose accounts opened or closed
since the previous quarter. Each employee must sign and print the
date of submission on their Quarterly Report.
b) Additional Quarterly Reporting
Each employee shall file with the CCO or LCO, as part of the
Quarterly Report, the names and affiliations of family members(2)
who are employed in the securities or commodities industries and
who might be in a position to benefit directly or indirectly from
the activities of Monitor's personnel in the discharge of their
duties.
c) Duplicate Confirmations
Each employee shall arrange for prompt filing by the broker,
dealer and, if possible, bank (only applies to bank accounts used
substantially as brokerage accounts) with the CCO or LCO of
duplicate confirmations of all trades of personal securities and
quarterly account statements. The duplicates shall be mailed to
Madison Square Advisors LLC, 51 Madison Ave., New York, New York
10010, Attention: Compliance Officer.
III. STATEMENT OF RESTRICTIONS
1. Pre-Clearance
To help prevent "front running/scalping"(3) and other trading
abuses, particularly with respect to thinly traded securities, no
employee of MSA may purchase or sell, directly or indirectly,
covered securities (except pursuant to the next paragraph)
without prior approval of the CCO or LCO. The final determination
shall be noted by the CCO or LCO on the Request Form and dated
and communicated to the employee who submitted the request. The
authorization provided by the CCO or LCO is effective, unless
revoked, only for the calendar day that the request was submitted
and ultimately approved. If the covered securities transaction is
not executed on that same day, a new authorization must be
obtained.
Subject to the other restrictions set forth in this Part III and
other applicable MSA's compliance policies relating to personal
trading, transactions in the following instruments only shall not
require prior approval of the CCO or LCO:
1. Bank Certificates of Deposit
2. Registered Open-End Mutual Fund Shares
3. Treasury Obligations
4. Unit Investment Trusts that hold securities in proportion to
a broad based market index
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(2) For purposes of this Policy, family members include the individual's spouse,
minor children, parents or any relative of the individual or the individual's
spouse who is sharing the individual's home.
(3) "Front Running" is defined as buying or selling a security prior to the
release of material information. "Scalping" is defined as buying and selling a
security the same day.
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2. Front Running
No employee of MSA may effect any transaction in covered
securities which MSA is purchasing or selling for any client or
proposes to purchase or sell for any client if such transaction
would in any way conflict with, or be detrimental to, the
interest of the client.
In order to implement the preceding paragraph and to minimize the
possibility of conflicts of interest, the following rules are
hereby made applicable to all transactions by employees in
covered securities:
A. No Personal Securities may be purchased or sold if (i) there
is a pending buy or sell order for clients of MSA(4) or (ii)
any purchase or sale of such securities have been made for MSA
client accounts in the prior seven calendar days or can
reasonably be anticipated for MSA client accounts in the next
seven calendar days.
The CCO or LCO may make an exception to this rule in the event
that the contemplated transaction involves (i) 500 shares or
less in the aggregate and the issuer has market capitalization
(outstanding shares multiplied by the current market price per
share) greater than $5 billion; or (ii) 500 shares or less in
the aggregate or, less than .001% of the issuer's market
capitalization, if the issuer has market capitalization
(outstanding shares multiplied by the current market price per
share) less than $5 billion; or (iii) investment grade debt
instruments less then $100,000.
B. Not withstanding anything expressly stated in the policy, no
covered securities may be purchased or sold if such purchase
or sale is effected with a view to making a profit from a
change in the price of such security resulting from
anticipated transactions by or for MSA's clients.
3. Use of Brokerage for Personal or Family Benefit
No employee may, for direct or indirect personal or family members
benefit, execute a trade with a broker by using the influence
(implied or stated) of MSA or any director's or employee's influence
(implied or stated) with MSA.
4. No Personal Trades Through MSA's Traders
No Personal Securities trades may be effected through MSA's traders.
Employees must effect such trades through their personal
broker-dealers.
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(4) For purposes of this policy, a "pending buy or sell order" shall include
both an order placed with a broker to buy or sell a security at a specified
price or better OR an internal decision by MSA to buy or sell a security at a
specified price or better.
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5. Initial Public Offerings
No initial public offering of securities may be purchased for any
account in which an employee has beneficial ownership, except with the
express written prior approval by the CCO.
6. Private Placements
No private placement securities may be purchased for any account in
which an employee has beneficial ownership, except with the express
written prior approval by the CCO. All employees who have obtained
prior approval and made an investment in a private placement must
disclose that investment if that employee plays a part in any
subsequent consideration of an investment in the issuer by client
accounts. Under such circumstances, MSA's decision to purchase
securities of the private placement issuer will be subject to an
independent review by investment personnel with no investment in the
issuer.
7. Restricted Lists
No employee may make a personal trade in securities of an issuer
listed on the Company's Restricted List. A designated individual from
the MSA Compliance Department will compare issuers listed on the
Restricted Lists to ensure compliance with this limitation.
8. Inside Information
Employees may not trade on "inside information" (i.e., material and
non-public information) or communicate such information to others.
However, inside information matters must be raised immediately with
the CCO or LCO. Please refer to the New York Life Insurance Company
Policy Statement on Inside Information for specific guidelines
governing inside information.
9. Maximum Trades per Quarter
While there is no maximum limitation on the number of trades that an
employee may execute per quarter, this Code reserves the right of the
CCO or LCO in consultation with the company's President to impose such
a limitation on any employee.
10. Sixty Day Holding Period
No employee may profit from the purchase and sale or sale and purchase
of the same (or equivalent) security within sixty calendar days.
Exceptions may be made for emergency trades if approved by the CCO or
LCO.
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IV. SANCTIONS
Upon discovering a violation of the Policy, MSA may impose sanctions as
it deems appropriate, including, among other sanctions, reversal of any
trade, reallocation of trades to client accounts, disgorgement, or
suspension or termination of the employment of the violator.
V. REVIEW BY CCO
The CCO will undertake an annual review with respect to the Code to
verify that the Code is being followed. The results of this review will
be set forth in an annual report by the CCO to the Board, not
withstanding any information deemed material in nature, which the CCO
will report at the next scheduled Board meeting. The report shall
specify any related concerns and recommendations and be accompanied by
the appropriate exhibits.
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EXHIBIT B
MADISON SQUARE ADVISORS LLC
REQUEST FOR PRE-CLEARANCE OF PERSONAL SECURITIES TRADING
NAME:
APPROVED / / ______________________________________
DISAPPROVED / / ___________________________________
Broker/Account Number _______________________________________
Trades must be made on the same day that approval is received.
<TABLE>
<CAPTION>
# OF SHRS, SEC. PURCHASE (P) DIRECT OWNERSHIP (D)
PRINCIPAL AMOUNT, SYMBOL OR MKT. SALE SPOUSE (S)
DATE NAME OF SECURITY ETC. APPROX PRICE CUSIP # CAP. (S) CONTROL (C)
---- ---------------- ---- ------------ ------- ---- --- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
THE PERSON INDICATED ABOVE HAS STATED AND REPRESENTS THAT:
(a) he/she has no insider information (specifically information relating to
planned securities transactions by Monitor) relating to the above
referenced issuer(s);
(b) there is no conflict of interest in these transactions with respect to
client portfolios (IF A CONFLICT OF INTEREST EXIST, PLEASE CONTACT
COMPLIANCE DEPARTMENT IMMEDIATELY.); and
(c) these securities are not initial public offerings nor private placements.
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EXHIBIT C
EMPLOYEE INITIAL SECURITIES HOLDINGS REPORT AND CERTIFICATION
Statement to Madison Square Advisors LLC By ______ (Please print your full name)
Today's Date: ___________
As of the date appearing above, the following are each and every
security and account in which I have a direct or indirect "Beneficial
Ownership" Interest (not including bank certificates of deposit,
open-end mutual fund shares Treasury obligations and Unit Investment
Trusts that hold securities in proportion to a broad base index). For
purposes of this report, the term Beneficial Ownership shall mean,
ownership of securities or securities accounts by or for the benefit of
a person, or such person's "family member", including any account in
which the employee, or family member of that person holds a direct or
indirect beneficial interest, retains discretionary investment
authority or exercises a power of attorney. The term "family member"
means any person's spouse, child or other relative, whether related by
blood, marriage or otherwise, who either resides with, or is
financially dependent upon, or whose investments are controlled by that
person and any unrelated individual whose investments are controlled
and whose financial support is materially contributed to by the person,
such as a "significant other."
<TABLE>
<CAPTION>
AMOUNT (NO. OF NATURE OF INTEREST BROKER, DEALER (OR
SHARES OR (DIRECT OWNERSHIP, BANK ACTING AS
NAME OF SECURITY SECURITY TYPE PRINCIPAL AMOUNT) SPOUSE, CONTROL, ETC.) BROKER) INVOLVED
---------------- ------------- ----------------- ---------------------- ----------------
<S> <C> <C> <C> <C>
</TABLE>
I CERTIFY THAT THE SECURITIES LISTED ABOVE, ARE THE ONLY SECURITIES IN WHICH I
HAVE A DIRECT OR INDIRECT BENEFICIAL OWNERSHIP INTEREST.
EMPLOYEE SIGNATURE: ______________________________
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<TABLE>
<S> <C> <C>
Received By: _____________________ Reviewed By: ___________________ COMMENTS:
Title:____________________________ Title:___________________________
Date: ___________________ Date:______________________
</TABLE>
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EXHIBIT D
EMPLOYEE ANNUAL SECURITIES HOLDINGS REPORT AND CERTIFICATION
Statement to Madison Square Advisors LLC By ______ (Please print your full name)
For the Calendar year ended __________________
I certify that the following are all Personal Securities holdings (not including
bank certificates of deposit, registered open-end mutual fund shares, Treasury
obligations (i.e., TBills, Notes and Bonds) and Unit Investment Trusts that hold
securities in proportion to a broad base index) beneficially held by me as of
the year end appearing above.* By "Personal Securities" I mean any securities
over which I have influence or control and also any securities (i) in which I,
my spouse, or members of our family (including my parents, minor children and
any relative of mine who is sharing my home) have beneficial ownership or (ii)
from which I or they derive in any manner benefits substantially equivalent to
those of ownership.
<TABLE>
<CAPTION>
Amount (No. of Nature of Interest Broker, Dealer (or
Name of Shares or Purchase (Direct Ownership, Bank acting as
Security Principal Amount) Date Security Type Price Spouse, Control, Etc.) Broker) Involved
-------- ----------------- ---- ------------- ----- ---------------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<S> <C> <C>
Signature:____________________________________ Date:_____________________________
Received By:_______________________ Reviewed By:____________________________ Comments:
Title:___________________ Title:_____________________
Date:__________________ Date: ____________________
</TABLE>
<PAGE> 17
*NOTE: IN LIEU OF AN EMPLOYEE LISTING ON THIS FORM EACH SECURITY HELD AS OF
YEAR-END, HE/SHE MAY ATTACH AS AN EXHIBIT TO THIS DOCUMENT, AND ANNUAL
STATEMENT(S) FROM EVERY BROKERAGE FIRM WITH WHICH AN EMPLOYEE HAS A BENEFICIAL
SECURITY INTEREST. NOTWITHSTANDING THIS ACCOMMODATION, IT IS THE EMPLOYEE'S SOLE
RESPONSIBILITY TO ENSURE THAT THE INFORMATION REFLECTED IN THAT STATEMENT(S) IS
ACCURATE AND COMPLETELY DISCLOSES ALL RELEVANT SECURITIES HOLDINGS.
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EXHIBIT E
QUARTERLY REPORT OF SECURITIES TRANSACTIONS
Statement to Madison Square Advisors LLC By (Please print your full name)
For the Calendar quarter ended
The following are all transactions in Personal Securities (not including bank
certificates of deposit, registered open-end mutual fund shares, Treasury
obligations (i.e., TBills, Notes and Bonds) and Unit Investment Trusts that hold
securities in proportion to a broad base index) effected during the quarter. By
"Personal Securities" I mean any securities over which I have influence or
control and also any securities (i) in which I, my spouse, or members of our
family (including my parents, minor children and any relative of mine who is
sharing my home) have beneficial ownership or (ii) from which I or they derive
in any manner benefits substantially equivalent to those of ownership.
<TABLE>
<CAPTION>
Amount (No. of Nature of Interest Broker, Dealer (or
Name of Shares or Trade Nature of Transaction, (Direct Ownership, Bank acting as
Security Principal Amount) Date (Purchase, Sale, Etc.) Price Spouse, Control, Etc.) Broker) Involved
-------- ----------------- ---- ---------------------- ----- ---------------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
Since the prior Quarterly Report, I have opened or closed the following accounts
(including brokerage accounts and bank accounts used substantially as brokerage
accounts):
<TABLE>
<CAPTION>
Firms Through Which Date Account
Account Name and Number Transactions Are Effected Opened or Closed
----------------------- ------------------------- ----------------
<S> <C> <C>
</TABLE>
In connection with any purchases or sales of securities for clients during the
quarter, I disclosed to Madison Square Advisors LLC any material interests in my
Personal Securities which might reasonably have been expected to involve a
conflict with the interests of clients. Also, I have disclosed all my Personal
Securities holdings to Madison Square Advisors LLC.
The names and affiliations of family members (see above) who are employed in the
securities or commodities industries and who might be in a position to benefit
directly or indirectly from the activities of Madison Square Advisors personnel
in the discharge of their duties are as follows:
Names Affiliations
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<PAGE> 19
Date: Signature:
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