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Exhibit (p)(4)
UOB GLOBAL CAPITAL LLC
CODE OF ETHICS
This Code of Ethics regarding conflicts of interest applies to all
employees of UOB Global Capital LLC ("UOBGC") and its subsidiaries
("Employees"). It covers the following topics: (1) prohibitions related to
material, nonpublic information; (2) personal securities investing; (3) service
as a director; and (4) UOBGC's gift and entertainment policy. This Code also
imposes on Employees certain reporting obligations which are specified below.
Adherence to this Code is a fundamental and absolute condition of service with
UOBGC.
No Code of Ethics can address every circumstance that may give rise to
a conflict, a potential conflict or an appearance of a conflict of interest.
Therefore, every Employee is expected to be alert to any actual, potential or
appearance of a conflict of interest with UOBGC clients and to conduct himself
or herself with good judgment. Failure to exercise good judgment, as well as
violations of this Code, may result in the imposition of sanctions on the
Employee, including suspension or dismissal.
STATEMENT OF GENERAL PRINCIPLES
As a fiduciary, UOBGC owes an undivided duty of loyalty to its clients.
It is UOBGC's policy that Employees conduct themselves so as to avoid not only
actual conflicts of interest with UOBGC clients, but also that they refrain from
conduct which could give rise to the appearance of a conflict of interest that
may compromise the trust our clients have placed in us.
The Code of Ethics is designed to ensure, among other things, that the
personal securities transactions of all Employees are conducted in accordance
with the following principles:
i. a duty at all times to place the interests of UOBGC clients first and
foremost;
ii. the requirement that all personal securities transactions be conducted
in a manner consistent with this Code of Ethics and in such a manner
as to avoid any actual, potential or appearance of a conflict of
interest or any abuse of an Employee's position of trust and
responsibility; and
iii. the requirement that Employees should not take inappropriate advantage
of their positions.
UOBGC's policy is to avoid conflicts and, where they unavoidably occur,
to resolve them in a manner that clearly places our clients' interests first.
In addition to the specific prohibitions on certain personal securities
transactions as set forth herein, all Employees are prohibited from:
i. employing any device, scheme or artifice to defraud any prospect or
client;
ii. making to any prospect or client any untrue statement of a material
fact or omitting to state to such prospect or client a material fact
necessary in order to make the statements made, in light of the
circumstances under which they are made, not misleading;
Rev. 03-08-99
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iii. engaging in any act, practice or course of business which operates or
would operate as a fraud or deceit upon any prospect or client;
iv. engaging in any manipulative practice with respect to any prospect or
client; or
v. revealing to any other person (except in the normal course of his or
her duties on behalf of a client) any information regarding securities
transactions by any client or the consideration of any client or UOBGC
of any securities transactions.
1. MATERIAL, NONPUBLIC INFORMATION
1.1 RESTRICTION ON TRADING OR RECOMMENDING TRADING. Each Employee is reminded
that it constitutes a violation of the federal securities laws for any person to
trade in or recommend trading in the securities of a company while in possession
of material, nonpublic information concerning that company, or to disclose such
information to any person not entitled to receive it if there is reason to
believe that such information will be used in connection with a trade in the
securities of that company. Violations of federal law may give rise to civil as
well as criminal liability, including the imposition of monetary penalties.
Tippees (i.e., persons who receive material, nonpublic information) also may be
held liable if they trade or pass along such information to others.
1.2 WHAT IS MATERIAL, NONPUBLIC INFORMATION? "Material information" is any
information about a company which, if disclosed, is likely to affect the market
price of the company's securities or to be considered important by an average
investor in deciding whether to purchase or sell those securities. Examples of
information which should be presumed to be "material" are matters such as
dividend increases or decreases, earnings estimates by the company, changes in
the company's previously released earnings estimates, significant new products
or discoveries, major litigation by or against the company, liquidity or
solvency problems, extraordinary management developments, significant merger or
acquisition proposals, or similar major events which would be viewed as having
materially altered the "total mix" of information available regarding the
company or the market for any of its securities.
"Nonpublic information", often referred to as "inside information", is
information that has not yet been publicly disclosed. Information about a
company is considered to be nonpublic information if it is received under
circumstances which indicate that it is not yet in general circulation and that
such information may be attributable, directly or indirectly, to the company or
its insiders, or that the recipient knows to have been furnished by someone in
breach of a fiduciary obligation. Courts have held that fiduciary relationships
exist between a company and another party in a broad variety of situations
involving a relationship between a company and its lawyers, investment bankers,
financial printers, employees, technical advisors and others.
Information should not be considered to have been publicly disclosed until a
reasonable time after it has been made public (for example, by a press release).
Someone with access to inside information may not "beat the market" by trading
simultaneously with, or shortly after, the official release of material
information.
1.3 REPORTING REQUIREMENT. Whenever an Employee believes that he or she may
have come into possession of material, nonpublic information about a public
company, he or she personally must immediately notify the Compliance Officer (as
defined below) and should not discuss such information with anyone else. For
Employees other than the Managing Director, the "Compliance Officer" shall be
the individual so designated by the company, and for that individual, the
"Compliance Officer" shall be the Managing Director.
Rev. 03-08-99 2
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1.4 SANCTIONS. Any Employee who knowingly trades or recommends trading while in
possession of material, nonpublic information may be subject to civil and
criminal penalties, as well as to immediate suspension and/or dismissal.
2. PERSONAL SECURITIES INVESTING
2.1 PRE-CLEARANCE REQUIREMENTS
(a) TRANSACTIONS COVERED BY THIS CODE.
(1) All transactions by Employees in investments made for their own
accounts, as well as all transactions in certain other accounts, are subject to
the preclearance procedures, trading restrictions and reporting requirements
described below, unless otherwise indicated. For a listing of the Employee and
other accounts subject to these restrictions and requirements ("Covered
Accounts"), see APPENDIX I attached hereto.
(2) Transactions in the following investments ("Exempt Investments") or
types of transactions ("Exempt Transactions") are not subject to the trading
restrictions or other requirements of this Code and need not be pre-cleared or
reported:
- REGISTERED OPEN-END INVESTMENT COMPANIES (that is, mutual funds but not
closed-end funds);
- Securities which are DIRECT OBLIGATIONS OF THE UNITED STATES (i.e.,
treasuries);
- BANK CERTIFICATES OF DEPOSIT;
- NON-VOLITIONAL TRADES. Transactions which are non-volitional on the
part of the Employee (such as the receipt of securities pursuant to a stock
dividend or merger);
- AUTOMATIC TRANSACTIONS. Purchases of the stock of a company pursuant to
an automatic dividend reinvestment plan or an employee stock purchase plan
sponsored by such company; and
- RIGHTS OFFERINGS. Receipt or exercise of rights issued by a company on a
PRO RATA basis to all holders of a class of security. Employees must,
however, preclear transactions for the acquisition of such rights from a
third party or the disposition of such rights.
(b) PRE--CLEARANCE REQUIREMENT. Employees are prohibited from effecting or
permitting the purchase, sale or transfer by gift, directly or indirectly, of
any public or nonpublic security or other instrument by or for any Covered
Account without obtaining pre-clearance of each such transaction (including
initial public offerings) pursuant to the procedure set forth below, which
requires the prior approval of the Compliance Officer.
The pre-clearance procedure is as follows:
(1) The Employee requests approval by submitting a completed Personal
Trade Pre-Clearance Form to the Compliance Officer, see Appendix C attached
hereto. The Compliance Officer will notify the employee if and when a
pre-clearance request has been approved, and no trade may be effected prior to
receipt of such notice from the Compliance Officer.
(2) If an Employee receives permission to trade a security or
instrument, the trade must be executed by the close of business on the fifth
business day following receipt of such permission.
Rev. 03-08-99 3
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(c) TRANSACTIONS THAT DO NOT NEED TO BE PRE-CLEARED BUT MUST BE REPORTED.
The pre-clearance requirements (and the trading restrictions on personal
investing described below) do not apply to the following transactions:
- NON-DISCRETIONARY ACCOUNTS. Transactions effected in any Covered
Account over which the Employee has no direct or indirect influence or
control (a "Non-Discretionary Account"). An Employee shall be deemed to
have "no direct or indirect influence or control" over an account only
if the following conditions are met: (i) investment discretion for such
account has been delegated in writing to an independent fiduciary and
such investment discretion is not shared with the Employee, or
decisions for the account are made by a family member and not by the
Employee, (ii) the Employee (and, where applicable, the family member)
certifies in writing that he or she has not and will not discuss any
potential investment decisions with such independent fiduciary or
family member, and (iii) the Compliance Officer has determined that the
account satisfies the foregoing requirements.
- GOVERNMENTAL ISSUES. Investments in the debt obligations of Federal
agencies or of state and municipal governments or agencies.
- TRANSACTIONS OF AN INVESTMENT CLUB, where the spouse of an employee
(but not the employee) is a member, are subject only to the reporting
requirements of this code and not to the other requirements.
2.2 TRADING RESTRICTIONS ON PERSONAL INVESTING
All transactions in Covered Accounts which are Subject to the
pre-clearance requirements specified in this Code are also subject to the
following trading restrictions:
(a) BLACKOUT RESTRICTIONS. Transactions in Covered Accounts generally will
not be precleared for a period before and after a client account trades in the
same security or instrument.
(b) BLACKOUT PERIODS.
(1) An Employee may not buy or sell, or permit any Covered Account to
buy or sell, a security or any instrument within seven calendar
days before or after the day on which any client account trades in
the same security or instrument or in a security convertible into
or exchangeable for such security or instrument (including
options).
(2) In the event there is a trade in a client account in the same
security or instrument within a blackout period, the Employee will
be required to close out the position and to disgorge any profit
to a charitable organization chosen by the Compliance Officer;
provided, however, that if an Employee has obtained preclearance
for a transaction and a subsequent client trade occurs within the
blackout period, the Compliance Officer, upon a demonstration of
hardship or extraordinary circumstances, may determine to review
the application of the disgorgement policy to such transaction and
may impose alternative restrictions on the Employee's position.
(c) SHORT-TERM TRADING. While there is no prohibition in this Code on
short-term trading profits per se, the Compliance officer will monitor reports
and address any abuses of short-term trading profits on a case by case basis. To
avoid doubt, employees are advised to avoid the purchase and sale, or the sale
and purchase, of the same (or equivalent) securities within a 60 calendar day
period. Employees may be required to disgorge any profits on personal trades
executed within the above proscribed periods.
Rev. 03-08-99 4
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(d) SECURITIES HELD FOR NON-INVESTMENT PURPOSES. Employees may invest in
residential cooperatives, private recreational clubs (such as sports clubs,
country clubs, luncheon clubs and the like) for their personal use; such
investments are not subject to the pre-clearance procedures, trading
restrictions and reporting requirements unless the Employee's investing is part
of a business conducted by the Employee.
A proposed client trade of any class of security of an issuer must be
brought to the attention of the Compliance Officer if an Employee who
participated (or will participate) in a decision to recommend the client trade
previously acquired, through a private placement (and continues to hold), shares
of any class of security of such issuer and such proposed trade must be
independently reviewed by the Compliance Officer or his or her designee and
approved or disapproved by the Compliance Officer or such designee.
(e) EXCEPTIONS. The Compliance Officer may in rare instances grant
exceptions from these trading restrictions upon written request. Employees must
demonstrate hardship or extraordinary circumstances in order to obtain such
an exception. Any exceptions granted will be reported to the Board of
Directors at least annually.
3. SERVICE AS A DIRECTOR
(a) An Employee, before serving as a director or trustee of any public or
private company, or non-profit or charitable institution, or residential
cooperative, must disclose this in writing to the Compliance Officer or his or
her designee. If, in the course of such service, he or she gives advice with
respect to the management of that entity's own funds or funds advised by the
entity, prior written permission for such service must be received from the
Compliance Officer or his or her designee.
(b) If an Employee serving on the board of directors or advisers of any
entity comes into possession of material, nonpublic information through such
service, he or she must immediately notify the Compliance Officer.
4. GIFTS AND ENTERTAINMENT
In order to MINIMIZE any conflict, potential conflict or appearance of
conflict of interest, Employees are subject to the following restrictions and
guidelines with respect to gifts made to or received from, and entertainment
with, a person that does business with or provides services to UOBGC, that may
do business or is being solicited to do business with UOBGC or that is
associated with an organization that does or seeks to do business with UOBGC (a
"Business Associate"):
(a) Gifts. An Employee may not retain a gift received from or make a gift
to a Business Associate valued at $100 or more without the approval of the
Compliance Officer.
(1) Employees may not give, and must tactfully refuse, any gift of
cash, a gift certificate or a gift that is substantially the same
as cash.
(2) Generally, a gift from UOBGC should bear the UOBGC name so that it
is easily recognizable as advertising, such as commemorative
lucite "tombstones" or desk accessories engraved with the UOBGC
name, unless the gift is of value less than $50. Gifts should not
be given to an employee of any securities firm which is making a
public offering of a fund advised by UOBGC nor given in connection
with the acquisition of a new client by UOBGC.
Rev. 03-08-99 5
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(b) Entertainment. Each Employee is expected to use professional judgment,
subject to review by his or her supervisor, in entertaining and in being
entertained by a Business Associate.
(1) Provided that the Employee and Business Associate both attend, an
Employee may accept from, or provide to, a Business Associate,
within the dollar limits established by the Compliance Officer:
(i) an occasional breakfast, luncheon, dinner or reception, ticket
to a sporting event or the theater, or comparable entertainment,
that is not so frequent, so costly, nor so extensive as to raise
any question of impropriety or (ii) a breakfast, luncheon, dinner,
reception or cocktail party in conjunction with a bona fide
business meeting.
(2) If the Employee and the Business Associate are not both present at
such sporting, theater or other entertainment event, the
entertainment should be deemed a gift, subject to the foregoing
$100 limit.
5. REPORTS
In order to implement the general principles, restrictions and
prohibitions contained in this Code of Ethics, each Employee is required to file
the following periodic reports;
(a) INITIAL CERTIFICATION AND SCHEDULES. Within 10 days of commencing
employment at UOBGC, or by March 31, 1999, whichever is later, each Employee
shall submit to the Compliance Officer:
(1) a signed Initial Certification of Compliance with the UOBGC Code
of Ethics; and
(2) schedules listing, as of the date of the Employee was employed by
UOBCG, (i) all Covered Accounts, (ii) all public and private
securities and instruments directly or indirectly held by any
Covered Account including the title, number of shares and
principal amount of each security and instrument held, (except
for Non-Discretionary Accounts) of such Employee (other than
Exempt Investments), with nonpublic securities plainly indicated
and (iii) directorships (or similar positions) of for-profit,
non profit and other enterprises.
(b) CONFIRMATIONS AND MONTHLY STATEMENTS. Each Employee shall cause to be
provided to the Compliance Officer:
(1) duplicate copies of confirmations of all transactions in each
Covered Account (except for Non-Discretionary Accounts); and
(2) not later than 10 days after the end of each month, monthly
statements (if any are regularly prepared) for each Covered
Account (except for Non-Discretionary Accounts).
(c) Periodic Certification. Each Employee shall provide or cause to be
provided, to the Compliance Officer, not later than 10 days after the end of
each calendar quarter (in the case of Non-Discretionary Accounts, not later than
45 days after the end of each calendar year), a signed Periodic Certification of
Compliance with the UOBGC Code of Ethics containing:
(1) with respect to Personal trades during such quarter, (i) the date
of each transaction, the title and number of securities and the
principal amount, and the interest rate and maturity (if
applicable) 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;
Rev. 03-08-99 6
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(2) a schedule listing any changes in, additions to, or transactions
in (i) all Covered Accounts and (ii) all public and private
securities and instruments directly or indirectly held by any
Covered Account of such Employee (other than Exempt Investments),
with nonpublic securities plainly indicated;
(3) with respect to Non-Discretionary Accounts, if any, certifications
that such Employee does not discuss any investment decisions with
the person making investment decisions;
(4) a schedule listing any changes in directorships (or similar
positions) of for-profit, non- profit and other enterprises; and
(5) with respect to any nonpublic security owned by such Employee, a
statement indicating whether the issuer has changed its name or
publicly issued securities during such calendar quarter.
(d) ANNUAL CERTIFICATION. Each Employee shall provide to the Compliance
Officer, not later than 10 days after the end of each calendar year:
1) a signed Annual Certification of Compliance with the UOBGC Code
of Ethics; and
2) schedules listing, as of a date not more than 30 days before
the date the report is submitted, (i) all Covered Accounts,
(ii) all public and private securities and instruments directly
or indirectly held by any Covered Account, including the title,
number of shares and principal amount of each security and
instrument held, (except for Non-Discretionary Accounts) of
such Employee (other than Exempt Investments), with nonpublic
securities plainly indicated and (iii) directorships (or
similar positions) of for-profit, non profit and other
enterprises.
(e) EXEMPT INVESTMENTS. Confirmations and periodic reports need not be
provided with respect to Exempt Investments.
(f) DISCLAIMER OF BENEFICIAL OWNERSHIP. Any report required under this Code
of Ethics may contain a statement that such report is not to be construed as an
admission by the person making the report that he or she has any direct and
indirect beneficial ownership of the security to which the report relates.
6. REVIEW AND ENFORCEMENT
The Compliance Officer will be responsible for reviewing reported
transactions promptly with the objective of catching at an early date any
conflict with the specific rules or general principles and principles of this
Code. It will be the Compliance Officer's responsibility to use common sense
and judgement in regard to the character and nature of individual securities
transactions as reported, to point out at once any apparent violation to the
Employee, and to take appropriate action.
The Employee involved cannot participate in a determination of whether he or
she has committed a violation of this Code or of the imposition of any
resulting sanction.
If a contemplated securities transaction may apparently conflict with the
provisions of this Code, the Employee should contact the Compliance Officer
prior to going ahead with the transaction. In addition, an employee shall
report to the Compliance Officer any failure his or her part to comply with
this Code immediately upon occurence.
Information submitted in the initial, periodic, and annual certificates will
be treated as confidential by the Compliance Officer, provided it may be made
available to the Securities and Exchange Commission and other government
agencies.
7. MAINTENANCE OF RECORDS
UOBGC will maintain the following records at its principal place of
business, to the extent and in the manner set forth below, and will make such
records available to the Securities and Exchange Commission or any
representative thereof at any time and from time to time for reasonable
periodic, special or other examination:
(a) A copy of a Code of Ethics which is, or any time within the past
five years has been, in effect shall be preserved in an easily accessible
place.
(b) A record of any violation of such Code, and of any action taken as a
result of such violation, shall be preserved in an easily accessible place
for a period of not less than five years following the end of the fiscal year
in which the violation occurs.
(c) A copy of each report made by an Employee under this Code shall be
preserved for a period of not less than five years from the end of the fiscal
year in which it is made, the first two years in an easily accessible place.
(d) A list of all persons who are, or within the past five years have
been, required to make reports pursuant to this Code or who are or were
responsible for reviewing these reports shall be maintained in an easily
accessible place.
(e) A copy of each report concerning this Code furnished by UOBGC to the
Board of any registered investment company advised by UOBGC pursuant to the
Investment Company Act of 1940, as amended, shall be maintained for at least
five years after the end of the fiscal year in which it is made, the first
two years in an easily accessible place.
(f) A record of any decisions, and the reasons supporting the decisions,
to approve the acquisition of securities under Section 2 of this Code shall
be maintained for at least five years after the end of the fiscal year in
which the approval is granted.
8. AMENDMENTS AND REPORTING TO FUNDS
(a) Any material change to this Code of Ethics must be approved by the
Boards of Trustees of any registered investment company advised by UOBGC,
including a majority of trustees who are not interested persons of UOBGC, no
later than six months after adoption of the material change.
(b) No less frequently than annually, UOBGC must furnish to the Boards
of Trustees of any registered investment company advised by UOBGC a report
that:
(1) describes any issues arising under this Code of Ethics or
procedures of UOBGC since the last report to the Board, including, but not
limited to, information about material violations of this Code of Ethics or
procedures and sanctions imposed in response to the material violations; and
(2) certifies that UOBGC has adopted procedures reasonably necessary
to prevent its employees from violating this Code of Ethics.
9. MISCELLANEOUS
(a) INTERPRETATION. The provisions of this Code of Ethics will be
interpreted by the Compliance Officer. Questions of interpretation should be
directed to the Compliance Officer or his or her designee.
(b) SANCTIONS. If advised of a violation of this Code of Ethics by an
Employee, the Compliance Officer or, in the case of the Compliance Officer, the
Board of Directors, may impose such sanctions as are deemed appropriate. Any
violations of this Code of Ethics and sanctions therefor will be reported to the
Board of Directors at least annually.
(c) EFFECTIVE DATE. This Code of Ethics shall be effective as of March 31,
1999. Amended May 12, 2000.
Rev. 03-08-99 7
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APPENDIX I
COVERED ACCOUNTS
THE CODE OF ETHICS APPLIES TO SECURITIES TRANSACTIONS FOR ALL ACCOUNTS IN
WHICH AN EMPLOYEE HAS A "BENEFICIAL INTEREST", EXCEPT ANY SUCH ACCOUNT WHERE
THAT EMPLOYEE HAS NO INFLUENCE OR CONTROL OVER INVESTMENTS.
Whether an Employee has a "beneficial interest" in an account will be
determined pursuant to Rule 16a-1(a)(2) of the Securities Exchange Act of
1934 and interpretative releases of the Securities and Exchange Commission.
Under these rules a beneficial interest in securities exists whenever a
person derives any economic benefit from the income from the securities or
whenever a person can exercise a controlling influence over the purchase,
sale or voting of the securities. A person may also have a beneficial
interest in securities if he or she has the opportunity to indirectly
participate in profits from the securities through, among other things,
trusts, partnerships, or immediate family members. Accordingly, the Code of
Ethics generally applies to all transactions in the following investment
accounts ("Covered Accounts"):
(1) accounts held for your benefit by you or other persons (including
nominees, custodians, brokers, pledgees, partnerships, personal holding
companies, trustees or other fiduciaries);
(2) accounts held by (or for the benefit of) your spouse or any
children or relatives who share your home;
(3) accounts (other than UOBGC client accounts) for which you have or
share, directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise:
(i) voting power (which includes power to vote, or to direct the
voting of, a security), or
(ii) investment power (which includes the power to dispose, or to
direct the disposition), of a security; or
(4) accounts held by any other person to whose support you materially
contribute or in which, by reason of any agreement or arrangement, you have or
share benefits substantially equivalent to ownership, including, for example:
(i) arrangements (which may be informal) under which you have agreed
to share the profits from an investment, and
(ii) accounts maintained or administered by you for a relative
(such as children or parents) who do not share your home.
Rev. 03-08-99 8
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APPENDIX A
CODE OF ETHICS
ACKNOWLEDGEMENT FORM
I hereby acknowledge receipt of a copy of UOB Global Capital's Code of Ethics
and agree that as an Employee I am subject to and will abide by its provisions
and all amendments thereto.
------------------------------ ----------------
Signature Date
-------------------------------
Print Name
PLEASE RETURN THIS FORM TO THE COMPLIANCE OFFICER
Rev. 03-08-99
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APPENDIX B
EXISITING ACCOUNT FORM
I, ___________________________, am reporting that I presently (1) DO or (2) DO
NOT (circle one) maintain an investment account registered in my name, the name
of my spouse, minor child (as defined under local law) or any other family
member, or have a beneficial interest, share in the profits, or exercise
discretionary authority for any investment account. If such an account exists, I
list below the following information:
BROKER-DEALER NAME ACCOUNT#
------------------ --------
I understand that if I choose to open an investment account in the future in my
name and/or the name of my spouse, minor child, or for which I am an adviser or
trustee, I will give written notice to the Compliance Officer within 10 days
following the opening of such account.
------------------------------ ----------------
Signature Date
-------------------------------
Print Name
PLEASE RETURN THIS FORM TO THE COMPLIANCE OFFICER
Rev. 03-08-99
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APPENDIX C
PERSONAL TRADE PRE-CLEARANCE FORM
I ________________________________, am contemplating the following securities
transaction(s) for an account in which I have a beneficial interest and for
which approval to trade is requested. I understand approval, once obtained, is
valid for a period of 5 business days, after this time I am required to seek
re-approval. Confirmation of the trade will be provided to the compliance
officer.
TRADE DATE BUY/SELL AMOUNT SECURITY DESCRIPTION
---------- -------- ------ --------------------
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-------------------------------------------------------------------------------
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Signature Date
This form should now be passed to the Compliance Officer for approval.
APPROVAL:
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Signature Date
Rev. 03-08-99
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APPENDIX D
QUARTERLY SECURITIES TRANSACTION REPORT
FOR THE CALENDAR QUARTER ENDED ____________
Please check one:
_____ No securities transactions which are required to be reported pursuant to
the Investment Adviser's Code of Ethics were effected by me or on my behalf
during the quarter referred to above.
_____ I hereby confirm that the brokerage confirmation attached represent all
transactions that were effected in securities for which I had, or by reason for
such transactions acquired, direct or indirect beneficial ownership, and which
are required to be reported pursuant to the Investment Adviser's Code of Ethics
without exception, 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.
------------------------------ ----------------
Signature Date
-------------------------------
Print Name
THIS REPORT IS REQUIRED TO BE COMPLETED AND RETURNED TO THE COMPLIANCE OFFICER
WITHIN 10 CALENDAR DAYS OF THE QUARTER-END.
Rev. 03-08-99
