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EXHIBIT 99.p(13)
BPI GLOBAL ASSET MANAGEMENT LLP
CODE OF ETHICS AND RULES FOR PERSONAL INVESTING
INTRODUCTION
BPI Global Asset Management LLP (the "Adviser"), recognizes that the knowledge
of present or future portfolio transactions and, in certain instances, the power
to influence portfolio transactions made by or for any client for which the
Adviser serves as an investment adviser (a "Client") which may be possessed by
certain of its staff could place such individuals, if they engage in personal
transactions in securities, in a position where their personal interest may
conflict with that of such Client.
The Adviser has adopted this Code of Ethics to prohibit certain types of
personal securities transactions which may create conflicts of interest (or at
least the potential for or the appearance of a conflict of interest), to specify
certain permitted personal investments and to establish reporting requirements
and enforcement procedures.
In general, all of the personnel of the Adviser (referred to in this Code as
"staff") are expected to:
- act with integrity, competence, dignity and in an ethical
manner when dealing with the public, clients, prospects,
employers, employees and fellow staff;
- practice and encourage others to practice in a professional
and ethical manner that will reflect credit on our staff;
- strive to maintain and improve their competence;
- use reasonable care and exercise independent professional
judgement where appropriate.
In addition, all staff shall not, in connection with the purchase or sale,
directly or indirectly, by such person of a security which, within the most
recent 15 days, is or has been held or is being or has been considered to be
acquired by any Client (including any option to purchase or sell, and any
security convertible into or exchangeable for, such security):
- employ any device, scheme or artifice to defraud such Client;
- make to such Client any untrue statement of a material fact or
omit to state to such Client a material fact necessary in
order to make the
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statements made, in light of the circumstances under which
they are made, not misleading;
- engage in any act, practice or course of business which would
operate as a fraud or deceit upon such Client;
- engage in any manipulative practice with respect to Client; or
- trade while in possession of material non-public information
for personal or Client accounts, or disclose such information
to others in or outside Adviser who have no need for this
information. "Material inside information" is defined as any
information about a company which has not been disclosed to
the general public and which either a reasonable person would
deem to be important in making an investment decision or the
dissemination of which is likely to impact the market price of
the company's securities. Staff in possession of material
inside information must not trade in or recommend the purchase
or sale of the securities concerned until the information has
been properly disclosed and disseminated to the public.
STATEMENT OF GENERAL PRINCIPLES
In recognition of the trust and confidence placed in the Adviser by its Clients,
the Adviser has adopted the following general principles to guide the actions of
its employees, officers and directors:
- The interests of our Clients are paramount, and all staff must
conduct themselves in all situations by placing the interests
of the Clients before their own.
- All personal transactions in securities by staff must he
accomplished so as to avoid even the appearance of a conflict
of interest on the part of such personnel with the interests
of our Clients.
- All staff must avoid actions or activities that allow (or
appear to allow) a person to profit or benefit from his or her
position with respect to the Clients, or that otherwise bring
into question the person's independence or judgment.
- This Code of Ethics does not apply to Access Persons who
comply with another code of ethics that complies with the
Investment Company Act of 1940 and Investment Advisers Act of
1940.
DEFINITIONS
In this Code of Ethics; the following capitalized terms have the following
meanings:
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(1) "Access Person" shall mean:
(i) each Officer or Manager of the Adviser;
(ii) each employee of the Adviser (or a company that controls the
Adviser) who makes any investment recommendation or who participates in the
determination of which recommendation is to be made;
(iii) any employee of the Adviser (or a company that controls the
Adviser), and any natural person who controls the Adviser, who, in connection
with his or her duties, obtains or could obtain any information concerning which
Securities are being traded or recommended ("Information"); and
(iv) any of the following persons who obtain information prior to the
effective dissemination of the information to the public: (a) any affiliate of a
person who is in a control relationship to the Adviser, and (b) any affiliated
person of such affiliated person.
(2) "BENEFICIAL OWNERSHIP" of a security is to be determined in the same
manner as it is for purposes of Section 16 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). This means that a person
should generally consider himself the beneficial owner of any
securities in which he has a direct or indirect monetary interest. IN
ADDITION, A PERSON SHOULD CONSIDER HIMSELF OR HERSELF THE BENEFICIAL
OWNER OF SECURITIES HELD BY HIS OR HER SPOUSE, HIS OR HER MINOR
CHILDREN, A RELATIVE WHO SHARES HIS OR HER HOME, OR OTHER PERSONS BY
REASON OF ANY CONTRACT, ARRANGEMENT, UNDERSTANDING OR RELATIONSHIP THAT
PROVIDES HIM OR HER WITH SOLE OR SHARED VOTING OR INVESTMENT POWER.
(3) "COMPLIANCE OFFICER" shall mean the Controller of the Adviser.
(4) "CONTROL" means the power to exercise a controlling influence over the
management or policies of a company, unless such power is solely the
result of an official position with such company. Ownership of 25% or
more of a company's outstanding voting securities is presumed to give
the holder control over the company. Such presumption may be countered
by the facts and circumstances of a given situation.
(5) "SECURITY" shall have the same meaning as that set forth in Section
2(a)(18) of the Investment Advisers Act of 1940 (the "1940 Act")
provided that "security" shall not include units or shares of
registered open-ended mutual funds or securities issued by the
Government of the United States or an agency thereof, bankers'
acceptances, repurchase agreements, bank certificates of deposit,
commercial paper
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or, so long as they are not purchased for Client accounts, Municipal
Securities.
PERMITTED PURCHASES AND SALES OF SECURITIES
An Access Person may only invest in and dispose of the following Securities
("Permitted Securities") over which he or she has Beneficial Ownership (provided
that without the Compliance Officer pre-clearance these Permitted Securities may
not be purchased in an initial public offering):
- shares or options of C. I. Fund Management Inc. or units or
shares of public limited partnerships, investment funds and
companies managed or administered by the Adviser and/or its
affiliates.
- stock index securities approved by the Compliance Officer from
time to time
- purchases part of a stock purchase plan
- with prior approval of the Compliance Manager, shares, options
or other securities of a private company which carries on,
directly or through subsidiaries, an active business and which
does not invest in Non-Permitted Securities where the Access
Person has a close personal or business relationship (other
than a relationship arising because of the Access Person's
relationship with the Adviser) with the founder or promoter of
the issuer, but specifically excluding any securities of a
private company offered pursuant to or as a part of an initial
public offering or private placement where it may reasonably
be contemplated that such company may within one year become a
public company
The purchase or sale of Permitted Securities will not be considered to be in
conflict with the interests of Clients and, except as provided above, will not
require pre-clearance by the Compliance Officer.
TRANSITIONAL PROVISIONS
In the event that an Access Person as of April 1, 1997 (or if the employment of
the Access Person commenced after such date, on the commencement of employment
with the Adviser) has Beneficial Ownership in Securities that are not Permitted
Securities ("Non-Permitted Securities"), he or she may continue to hold such
Securities provided that any sale of such Securities must comply with the
following pre-clearance rules.
Any sale of a Non-Permitted Security by an Access Person must be pre-cleared by
the Compliance Officer prior to proceeding with the transaction. No transaction
in
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Non-Permitted Securities may be effected without the prior written approval
of the Compliance Officer-
The following sales of Non-Permitted Securities shall generally be entitled to
clearance from the Compliance Officer:
(a) Sales of Securities which appear upon reasonable inquiry and
investigation to present no reasonable likelihood of harm to
our Clients and which are otherwise in accordance with the
law.
(b) Sales of Securities which are not eligible for purchase or
sale by any Client, as determined by reference to the
investment objectives and restrictions of the Clients.
(c) The portfolio managers of the Adviser do not anticipate future
trading in the Security in such a manner that could provide a
personal benefit to the Access Person.
(d) There is no pending buy or sell order by the portfolio
managers of the Adviser for the Security which has not been
executed or withdrawn and, if the Access Person is the
portfolio manager, there has not been trading in the Security
by the portfolio manager on behalf of a client of the Adviser
within the previous 5 trading days.
The requirements of the Code of Ethics shall not apply to the following
transactions:
(a) purchases or sales over which the Access Person has no direct
or indirect influence or control;
(b) purchases which are part of an automatic dividend reinvestment
plan;
(c) purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its Securities,
to the extent such rights were acquired from such issuer; or
(d) securities held in a fully managed account managed by a
registered investment advisor which is not affiliated with the
Access Person and over which the Access Person has no
discretion in respect of individual investments and in respect
of which the Access Person is not in any way consulted with at
any time prior to any particular transaction or advised of any
transaction other than by way of a statement of account issued
no earlier than 5 business days after the end of the
applicable reporting period.
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All requests to the Compliance Officer for the pre-clearance of the sale of a
Non-Permitted Security must be in writing in the form set out in Schedule 1
hereto, being a certificate of the Access Person that he or she:
(a) does not possess material non-public information relating to
the Security;
(b) is not aware of any proposed Trade or investment program for
that Security on behalf of any Client;
(c) believes that the proposed trade is available to any market
participant on the same terms; and
(d) will provide any other information requested by the Compliance
Officer for the proposed trade.
The pre-approval of the Compliance Officer of any sale of a Non-Permitted
Security shall be valid on the day such approval is given and on the next
trading day (the "Approved Period"). The Access Person must re-apply to the
Compliance Officer for approval to sell such Non-Permitted Security at any time
after the Approval Period.
In the absence of the Compliance Officer, an Access Person may submit his or her
request for pre-approval to a designee of the Compliance Officer if the
Compliance Officer in its sole discretion wishes to appoint one.
In the event that an Access Person disposes of Non-Permitted Securities in
accordance with these transitional rules within 60 days of having acquired such
Securities, any profit on such short term sale shall be disgorged to a charity
designated by the Compliance Officer.
TRANSITIONAL PERSONAL HOLDINGS BY A PORTFOLIO MANAGER
If a portfolio manager of the Adviser has Beneficial Ownership of a
Non-Permitted Security which he or she desires to purchase on behalf of a
Client, the purchase decision must be made by another portfolio manager who has
no Beneficial Ownership of the Non-Permitted Security and confirmed by the
Compliance Officer.
PURCHASE AND SALE OF SECURITIES OF A PUBLICLY-TRADED
COMPANY BY AN ACCESS PERSON WHO IS A DIRECTOR
It is the policy of the Advisor that it will not invest in securities of a
publicly-traded company of which an Access Person is an officer, director or
significant shareholder or is in a similar relationship with the company. In the
event that an Access Person is granted permission to hold such a position with a
publicly-traded company as contemplated below under "Acting as a Director", such
Access Person may purchase and sell securities of such company upon the prior
written approval of the
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Compliance Officer in the manner as described above under "Transitional
Provisions".
REPORTING OBLIGATIONS OF ACCESS PERSONS
(1) Each Access Person shall sign an acknowledgement at the time
this Code is adopted or at the time such person becomes an
Access Person and on an annual basis thereafter that he or she
has read, understands and agrees to abide by the Code and
recognizes that he is subject to such Code. In addition,
annually each Access Person must certify that he has disclosed
or reported all personal Securities transactions required to
be disclosed or reported under the Code and that he is not
subject to any regulatory disability. Such acknowledgement
shall be in the form set out in Schedule 2 hereto.
(2) Each Access Person shall within 10 days of the commencement of
employment and by January 10 of each year thereafter (current
as of December 1), on Schedule 3 hereto, file with the
Compliance Officer a list of all Permitted and Non-Permitted
Securities Beneficially Owned by the Access Person.
(3) Each Access Person shall provide on a timely basis to the
Compliance Officer duplicate copies of all trading account
statements relating to personal securities transactions.
(4) Each Access Person shall file with the Compliance Officer not
later than 10 days after the end of the calendar quarter
quarterly reports on (i) purchases and sales of Permitted and
Non-Permitted Securities substantially in the form of Schedule
4 hereto, which obligation may be fulfilled by ensuring that
duplicate copies of monthly statements of portfolio holdings
containing the information described in number 7 below are
delivered to the Compliance Officer by the applicable dealer
and (ii) any account established by the Access Person in which
any securities were held during the quarter for the direct or
indirect benefit of the Access Person including:
(a) The name of the broker, dealer or bank with whom the
Access Person established the account;
(b) The date the account was established; and
(c) The date that the report is submitted by the Access
Person.
(5) Any Access Person who is a Compliance Officer shall submit
confidential reports with respect to his or her own personal
securities holdings and transactions to an officer designated
to receive his or her
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reports (the "Alternate Compliance Officer"), who shall act in
all respects in the manner prescribed herein for the
Compliance Officer.
(6) Any report may contain a statement that the report shall not
be construed as an admission by the person making such report
that he or she has any direct or indirect Beneficial Ownership
in the Security to which the report relates.
(7) Every report on transactions involving Permitted or
Non-Permitted Securities shall contain the following
information:
(a) the date of the transaction, the title and the number
of shares or the principal amount of each Security
involved;
(b) the nature of the transaction (i.e., purchase, sale
or any other type of acquisition or disposition);
(c) the price at which the transaction was effected;
(d) the name of the broker, dealer or bank with or
through whom the transaction was effected; and
(e) the date the report was signed.
(8) In the event no reportable transactions occurred during the
quarter, the report should be so noted and returned, signed
and dated.
(9) No less frequently than annually, Adviser must furnish to the
board of directors of any United States mutual fund client
("Fund"), a written report that
(a) Describes any issues arising under the Code or
procedures since the last report to the board,
including, but not limited to, information about
material violations of the Code or procedures and
sanctions imposed in response to the material
violations; and
(b) Certifies that the Adviser has adopted procedures
reasonably necessary to prevent Access Persons from
violating the Code
(10) A copy of this Code shall be submitted to the Board of each
Fund no later than September 1, 2000 or for new Fund clients,
prior to Adviser commencing operations as Fund adviser or
sub-adviser, for review and approval. Thereafter, all material
changes to this Code shall be submitted to each Fund Board for
review and approval not later than
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six (6) months following the date of implementation of such
material changes.
All reports and statements received by the Compliance Officer from Access
Persons shall be kept confidential by the Compliance Officer and will only be
disclosed to others if the disclosure is required to enforce compliance with
this Code or is lawfully requested by securities regulators.
ROLE OF THE COMPLIANCE OFFICER
REVIEW AND ENFORCEMENT
The Compliance Officer shall review reported personal securities transactions
and the Clients' securities transactions to determine whether a violation of
this Code may have occurred. Before making any determination that a violation
has been committed by any person, the Compliance Officer shall give such person
an opportunity to supply additional explanatory material.
The Compliance Officer shall identify all Access Persons who are required to
make these reports and must inform those Access Persons of their reporting
obligation.
If the Compliance Officer determines that a violation of this Code has occurred,
he or she shall provide a written report to the Managers of the Adviser and
impose upon the individual such sanctions as he or she deems appropriate, which
may range from a written warning, suspension with or without pay, termination of
employment and/or disgorgement of profits.
In the event that the Access Person disagrees as to whether a violation occurred
or with the appropriateness of the sanction, such Access Person may request that
the Managers of Adviser who are not Access Persons review such decisions, it
being understood that the decision of such Managers shall be final and binding
upon the Adviser and the Access Person.
RECORDS
The Compliance Officer on behalf of the Adviser shall maintain records in the
manner and to the extent set forth below, which records shall be available for
examination by representatives of the Securities and Exchange Commission:
(1) a copy of this Code and any other code which is, or at any
time within the past five years has been, in effect shall be
preserved in an easily accessible place;
(2) a list of all Access Persons and primary and back-up
Compliance Officers from time to time;
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(3) a record of any violation of this 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;
(4) a copy of each report made by an Access Person pursuant to
this Code including any information provided in lieu of such
reports shall be preserved for a period of not less than five
years from the end of the fiscal year in which it is made or
provided, the first two years in an easily accessible place;
(5) a list of persons who are, or within the past five years have
been, Access Persons and primary and back-up Compliance
Officers shall be maintained in an easily accessible place;
(6) A copy of each report made by the Adviser to any Fund with
respect to the Code must 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; and
(7) A record of any decision, and the reasons supporting the
decision, to approve the acquisition by investment personnel
of initial public offerings or private placements, for at
least five years after the end of the fiscal year in which the
approval is granted.
ANNUAL REPORT TO MANAGERS OF THE ADVISER
It is acknowledged that a majority of the Managers of the Adviser do not
participate in the day to day management of the Adviser and that such Managers
shall have general oversight responsibility for this Code. On an annual basis
the Compliance Officer shall report to these Managers in writing:
(a) summarizing the existing procedures concerning personal
investing and any changes made to the procedures in the past
year;
(b) as to compliance with the Code, summarizing any instances of
non-compliance and the sanctions imposed by the Compliance
Officer and providing any other information as may be
requested by such Managers from time to time; and
(c) recommending any changes or modifications to the Code which in
the opinion of the Compliance Officer would be desirable or
beneficial due to legal and business developments and the
Adviser's experience in administering the Code.
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GIFTS AND GRATUITIES
No Access Person shall accept or receive any gift or other thing of more than de
minimis value from any person or entity that does business with or on behalf of
the Adviser.
ACTING AS A DIRECTOR
It is the policy of the Adviser that it will not invest in securities of a
publicly traded company of which an Access Person is an officer, director or
significant shareholder or is in a similar relationship with the company.
Accordingly, no Access Person may hold or accept a position as a director,
officer, trustee or general partner of a publicly-traded company or be a
significant shareholder of a public company unless such position has been
presented to and approved by the Compliance Officer on the basis that it is
consistent with the interests of the Clients.
EXCEPTIONS
The Compliance Officer reserves the right to decide, on a case by case basis,
exceptions to any provisions under this Code. Any exceptions made hereunder will
be maintained in writing by the Compliance Officer.
OTHER LAWS, RULES AND STATEMENTS OF POLICY
Nothing contained in this Code shall be interpreted as relieving any Access
Person from acting in accordance with the provision of any applicable law, rule
or regulation or any other statement of policy or procedure governing the
conduct of such person adopted by Adviser.
FURTHER INFORMATION
If any person has any question with regard to the applicability of the
provisions of this Code generally or with regard to any Securities transaction
or transactions, he should consult the Compliance Officer.
July 19, 2000
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SCHEDULE - 1
BPI GLOBAL ASSET MANAGEMENT LLP
REQUEST FOR PRE-CLEARANCE OF
THE SALE OF A NON-PERMITTED SECURITY
TO: COMPLIANCE OFFICER
RE: SALE OF __________ (NUMBER) SHARES OF ______________________ (NAME OF ISSUER
AND SECURITY).
As required by the Code of Ethics and Rules for Personal Investing of BPI Global
Asset Management LLP (the "Code"), this shall serve as my request to receive
pre-clearance for the sale of the aforementioned security(ies). In connection
therewith, I certify that:
- I do not possess material non-public information relating to that
Security;
- I am not aware of any proposed trade or investment program for that
Security on behalf of any Client (as that term is defined in the Code);
- I believe that the proposed trade is available to any market
participant on the same terms; and I will provide any other information
requested by you for the proposed trade.
I understand that this pre-approval of this sale of a Non-Permitted Security
shall be valid on the day such approval is given and on the next trading day.
After such period, I must re-apply to you for pre-approval to sell such
Non-Permitted Security.
I further understand that if such security was acquired within 60 days of the
sale date, any profit on such short-term sale shall be disgorged in accordance
with the Code.
____________________________ ____________________________ ______________
Employee Signature Employee Name Date
PRE-APPROVAL GRANTED
_____________________________ ______________________
Compliance Officer Signature Date
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SCHEDULE - 2
BPI GLOBAL ASSET MANAGEMENT LLP
CODE OF ETHICS AND RULES FOR PERSONAL INVESTING
TO: COMPLIANCE OFFICER
RE: ACKNOWLEDGEMENT OF RECEIPT OF CODE OF ETHICS AND RULES FOR PERSONAL
INVESTING
1. As required by the Code of Ethics and Rules for Personal Investing (the
"Code") of BPI Global Asset Management LLP (the "Advisor") I
acknowledge that I have read, understand and agree to abide by the
Code;
2. Further, I understand that I may only invest in and dispose of
Permitted Securities (as defined in the Code) over which I have
Beneficial Ownership (as defined in the Code);
3. Please initial one of the following:
________ I will cause to be provided on a timely basis to the
Compliance Officer duplicate copies of all trading account statements
relating to personal securities transactions.
________ I have no trading account at the present time, but will notify
the Compliance Officer if I open a trading account and will cause
duplicate copies of all trading account statements to be provided to
the Compliance Officer if and when I establish such an account.
4. I attach an Annual Holdings Report of all Permitted and Non-Permitted
Securities Beneficially Owned by me as of the date hereof;
5. I hereby certify that I have complied with the requirements of the Code
of Ethics and that I have disclosed or reported all personal Securities
transactions required to be disclosed or reported under the Code of
Ethics;
6. Within the last ten years there have been no complaints or disciplinary
actions filled against me by any regulated securities or commodities
exchange, any self-regulatory securities or commodities organization,
any attorney general, or any governmental office or agency regulating
insurance securities, commodities or financial transactions in the
United States, in any state of the United States, or in any other
country;
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7. I have not within the last ten years been convicted of or acknowledged
commission of any felony or misdemeanor arising out of my conduct as an
employee, salesperson, officer, director, insurance agent, broker,
dealer, underwriter, investment manager or investment advisor; and
8. I have not been denied permission or otherwise enjoined by order,
judgment or decree of any court of competent jurisdiction, regulated
securities or commodities exchange, self-regulatory securities or
commodities organization or other federal or state regulatory authority
from acting as an investment advisor, securities or commodities broker
or dealer, commodity pool operator or trading advisor or as an
affiliated person or employee of any investment company, bank,
insurance company or commodity broker, dealer, pool operator or trading
advisor, or from engaging in or continuing any conduct or practice in
connection with any such activity or the purchase or sale of any
security.
--------------------------- ------------------- ---------------
Employee Signature Employee Name Date
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SCHEDULE - 3
BPI GLOBAL ASSET MANAGEMENT LLP
INITIAL/ANNUAL HOLDINGS REPORT
Report Submitted by:
-------------------------------------------------------
Print Your Name
<TABLE>
<CAPTION>
Nature of Name of the
Securities Ownership Broker/Dealer
(Name and Quantity of Securities With whom Access
Symbol) of Securities ------------- Person Maintains
---------- ------------- Account
<S> <C> <C> <C>
</TABLE>
/ / By checking this box I indicate that attached hereto are brokerage
statements or transaction confirmations for account(s) no. ___________________
which disclose any required information not reported above. To the extent
indicated, I hereby disclaim beneficial ownership of any security listed in
this Report or in brokerage statements or transaction confirmations provided to
you.
I CERTIFY THAT I AM FAMILIAR WITH THE CODE OF ETHICS AND THAT TO THE BEST OF MY
KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
Signature Date
------------------------------- --------------------------
Position
--------------------------------
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SCHEDULE - 4
BPI GLOBAL ASSET MANAGEMENT LLP
QUARTERLY TRANSACTIONS REPORT
Report Submitted by:__________________________________________________________
Print Your Name
This transaction report (the "Report") is submitted pursuant to the Code of
Ethics dated July 19, 2000 and supplies information with respect to transactions
in any Security in which you may be deemed to have, or by reason of such
transaction acquire, any direct or indirect beneficial ownership interest for
the period specified below. If you were not employed by us during this entire
period, amend the dates specified below to cover your period of employment.
Unless the context otherwise requires, all terms used in the Report shall have
the same meaning as set forth in the Code of Ethics dated July 19, 2000.
If you have no reportable transactions, sign and return this page only. If you
have reportable transactions, complete, sign and return the attached page 2 and
any further attachments.
I HAD NO REPORTABLE SECURITIES TRANSACTIONS DURING THE QUARTERLY PERIOD
_________, 20__ THROUGH _________, 20__. I CERTIFY THAT I AM FAMILIAR WITH THE
CODE OF ETHICS AND THAT TO THE BEST OF MY KNOWLEDGE THE INFORMATION FURNISHED IN
THIS REPORT IS TRUE AND CORRECT.
Signature
___________________________________________
Position
___________________________________________
Date
___________________________________________
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SCHEDULE - 4 (PAGE 2)
BPI GLOBAL ASSET MANAGEMENT LLP
QUARTERLY TRANSACTION REPORT
Report Submitted by:
---------------------------------------------------------
Print Your Name
The following table supplies the information required by the Code of Ethics
dated July 19, 2000 for the period specified below.
<TABLE>
<CAPTION>
Securities Name of the
Nature of Whether Purchase, Broker/Dealer
(Name and Sale, Short Sale, or with or through
Ownership of Other Type of whom the
Symbol) Date of Disposition or Quantity of Transaction
Securities Transaction Acquisition Price Securities was Effected
---------- ----------- ----------- ----- ---------- ------------
<S> <C> <C> <C> <C> <C>
</TABLE>
/ / By checking this box I indicate that attached hereto are brokerage
statements or transaction confirmations for account(s) no. ,
which disclose any required transactions not reported above.
Name and Establishment Date for New Brokerage Accounts opened during the
quarter:
To the extent indicated, I hereby disclaim beneficial ownership of any security
listed in this Report or in brokerage statements or transaction confirmations
provided to you.
I CERTIFY THAT I AM FAMILIAR WITH THE CODE OF ETHICS AND THAT TO THE BEST OF MY
KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT FOR THE
QUARTERLY PERIOD OF , 20 THROUGH , 20 .
Signature Date
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Position
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