AMENDED AND RESTATED
CODE OF ETHICS
FOR
WOODLAND PARTNERS LLC
AND AFFILIATES
I. PURPOSE
-------
Woodland Partners LLC ("Woodland") is an organization committed to ethical
conduct beyond reproach. It seeks to educate and promote a culture and
activities which consistently serve the best interests of its clients. This Code
of Ethics is adopted by Woodland in an effort to ensure that investment
activities involving persons affiliated with Woodland promote the best interests
of Woodland's clients and that such activities are consistent with all
applicable laws, regulations and ethical standards.
Capitalized terms used in this Code of Ethics are defined in Appendix A.
II. POLICIES, PROCEDURES AND RESTRICTIONS
-------------------------------------
(a) Each Affiliated Person of Woodland shall observe, maintain and protect
the confidentiality of information furnished by each Client to Woodland and
investment advice furnished by Woodland to each Client.
(b) An Advisory Representative shall act on his or her best judgment in
rendering investment advisory services to each Client, and such Advisory
Representative shall not take into consideration his or her personal financial
situation or interests in connection with investment advisory recommendations or
decisions involving a Client. Any situation involving an Advisory Representative
that could be reasonably construed by a Client to involve a conflict of interest
should be promptly reported to the Compliance Director.
(c) No Advisory Representative shall engage in a Personal Securities
Transaction that he or she has reason to believe may be detrimental to the best
interest of any Client or that may call Woodland's or any Advisory
Representative's ethical conduct into question. When engaging in a Personal
Securities Transaction, an Advisory Representative shall: (i) place the
interests of Clients first; (ii) conduct such transaction in a manner consistent
with this Code of Ethics and in such a manner as to avoid any actual or
potential conflict of interest or abuse of any such person's position of trust
and responsibility as an Advisory Representative; and (iii) not take
inappropriate advantage of such person's position in relationship to Clients.
(d) Prior to effecting a Personal Securities Transaction, an Advisory
Representative shall notify the Compliance Director (or another designated
Woodland Managing Partner, if the Advisory Representative is the Compliance
Director) of the proposed transaction, including the amount of the transaction
and the security involved. The Compliance Director (or other designated Managing
Partner, as applicable), after investigation, shall determine whether such
transaction is consistent with this Code of Ethics and shall promptly
communicate such determination to the Advisory Representative making the
request.
<PAGE>
Transaction clearances must be obtained no more than two days prior to effecting
the transaction. If the trade is not made within two days of the date of
clearance, a new clearance must be obtained. Absent extraordinary circumstances,
no Advisory Representative shall be deemed to have violated this Code of Ethics
for effecting a Personal Securities Transaction if such Advisory Representative
has been advised by the Compliance Director (or other designated Managing
Partner, as applicable) that the transaction would be consistent with the Code.
The Compliance Director shall maintain written records of all actions taken
under this paragraph. This provision does not apply to transactions:
(i) effected for any account over which such person does not have any
direct or indirect influence or control (including, but not limited to,
accounts managed by an independent and unaffiliated person with investment
discretion) provided the Advisory Representative does not, directly or
indirectly, direct, participate in or receive advance notification or
advice of or regarding such transaction;
(ii) involving United States Government securities, bankers'
acceptances, bank certificates of deposit, commercial paper and shares of
registered open-end investment companies (mutual funds);
(iii) in securities that no Clients are permitted to purchase or sell
in accordance with their investment policies or restrictions;
(iv) effected pursuant to a systematic dividend reinvestment, cash
purchase or withdrawal plan;
(v) effected in connection with the exercise of rights to purchase
additional securities from an issuer and granted by such issuer pro rata to
all holders of a class of the issuer's securities;
(vi) which are effected in connection with the call by the issuer of a
preferred stock or bond;
(vii) which are effected in connection with the exercise by a second
party of a put or call option; or
(viii) which are effected in connection with the approaching
expiration of a put or call option as a closing transaction no more than
five business days prior to such expiration.
(e) A change in circumstances which would place a previously approved
Personal Securities Transaction into conflict with a Client's best interests or
would call Woodland's or any Advisory Representative's ethical conduct into
question should be reported promptly to the Compliance Director. In certain
circumstances, an approval of a Personal Securities Transaction may need to be
reversed (and any trade executed in reliance on such approval broken) to comply
with this Code of Ethics.
-2-
<PAGE>
(f) When an Advisory Representative engages in a Personal Securities
Transaction, the Advisory Representative shall instruct the executing broker to
send a duplicate copy of the confirmation to the Compliance Director (or to
another designated Managing Partner, if the Advisory Representative is the
Compliance Director). The Advisory Representative shall also instruct such
broker to provide duplicate copies of any periodic statements on any account
maintained by such person (or any other account in which such Advisory
Representative has a Beneficial Ownership interest) to the Compliance Director
(or other designated Managing Partner, as applicable).
(g) Neither Woodland, any Affiliated Person of Woodland or any Affiliated
Person of such an Affiliated Person, acting as principal, shall effect any
transaction in which a Client, or a person controlled by a Client (i) is also
party to the transaction, or (ii) is a joint or a joint and several participant
in such transaction, except in accordance with the Investment Company Act of
1940, as amended, the Investment Advisers Act of 1940, as amended, and other
applicable laws, rules and regulations.
(h) No Advisory Representative shall profit from the purchase and sale, or
sale and purchase, of the same (or equivalent) securities within 60 calendar
days. This provision shall not apply to the transactions set forth in Section
II(d) that are exempt from the preclearance requirements of such Section. The
Compliance Director, in his or her discretion, may grant an exception to this
provision in cases of personal hardship or other appropriate circumstances to
the extent that any such exception would be consistent with the best interests
of Clients.
(i) No Advisory Representative shall engage in a Personal Securities
Transaction on a day during which any Client has a pending "buy" or "sell" order
for the same security until that order is executed or withdrawn. No Advisory
Representative with direct responsibility and authority to make investment
decisions affecting a Client shall engage in a Personal Securities Transaction
within a seven-day period before or after any such Client trades in the same
security. This provision shall not apply to the transactions set forth in
Section II(d) that are exempt from the preclearance requirements of such
Section.
(j) No Advisory Representative shall engage in any Personal Securities
Transaction involving the acquisition of securities in an initial public
offering. This provision shall not apply to the transactions set forth in
Section II(d) that are exempt from the preclearance requirements of such
Section.
(k) Advisory Representatives who have a Beneficial Ownership interest in
any securities obtained through a private placement shall disclose such interest
to the Compliance Director if and when they should become involved in any
subsequent consideration of an investment in the same issuer for any Client. In
such case, the decision to invest in the securities of such an issuer on behalf
of a Client shall be subject to the review and approval of an Advisory
Representative who has no personal interest in such issuer and who shall be
specifically appointed by the Compliance Director for this purpose. In reviewing
Personal Securities Transactions involving a private placement of securities,
the Compliance Director shall consider, among other factors, whether the
investment opportunity should be reserved for
-3-
<PAGE>
one or more Clients, and whether the opportunity is being offered to the
requesting individual by virtue of his or her position with Woodland.
(l) Advisory Representatives shall not accept any gift or other thing of
more than de minimis value from any securities broker, dealer, underwriter or
placement agent that does business with or on behalf of any Client.
(m) Advisory Representatives may not serve as directors of publicly traded
companies without the prior written authorization of the Compliance Director.
The Compliance Director shall not provide such authorization unless he or she
finds that such board service would be consistent with the interests of Clients.
Should any person receive such authorization, any investments by Clients in the
securities of any such publicly traded company while such person is serving as a
director will be required to be approved in advance, in writing, by the
Compliance Director.
III. ADDITIONAL POLICIES, PROCEDURES AND RESTRICTIONS TO DETECT AND
--------------------------------------------------------------
PREVENT INSIDER TRADING
-----------------------
(a) Advisory Representatives shall use due care to ensure that Material
Non-Public Information remains secure and shall not divulge to any person any
Material Non-Public Information, except in the performance of such Advisory
Representative's duties. Access to files (including computer files) containing
Material Non-Public Information shall be restricted solely to Advisory
Representatives and the Compliance Director.
(b) No Affiliated Person of Woodland shall directly or indirectly engage,
participate, aid or assist in Insider Trading, on behalf of himself or herself
or others. If an Affiliated Person of Woodland learns of any Material Non-Public
Information, such Material Non-Public Information shall be promptly disclosed to
the Compliance Director, who in turn shall promptly notify all Affiliated
Persons of Woodland to abstain (and to use their best efforts to cause their
Immediate Family Members to abstain) from all trading in the applicable security
until the Compliance Director further notifies such Affiliated Persons that such
Material Non-Public Information has become public or otherwise has ceased to be
Material Non-Public Information. Other than the Compliance Director, the
Affiliated Person shall not disclose or divulge such Material Non-Public
Information, or the fact that Material Non-Public Information exists, to any
other person.
(c) Questions regarding whether any information constitutes Material
Non-Public Information shall be promptly directed to and resolved by the
Compliance Director.
IV. REPORTING REQUIREMENTS; SUPERVISION BY COMPLIANCE DIRECTOR
----------------------------------------------------------
(a) All Advisory Representatives shall submit to the Compliance Director a
report of all securities owned by them (or in which they otherwise have a
Beneficial Ownership interest) at the time that they commence employment with
Woodland and within 30 days after the end of each calendar year thereafter with
respect to securities owned as of the end of such calendar year.
-4-
<PAGE>
(b) No later than 10 days after the end of each calendar quarter, each
Advisory Representative shall submit to the Compliance Director a report which
shall specify the following information with respect to transactions during the
then ended calendar quarter in any security in which such Advisory
Representative has, or by reason of such transaction acquired, any Beneficial
Ownership: (i) the date of the transaction, the title and the number or
principal amount of each security involved; (ii) the nature of the transaction
(i.e., purchase, sale or any other type of acquisition or disposition); (iii)
the price at which the transaction was effected; and (iv) the name of the
broker, dealer or bank with or through whom the transaction was effected.
If no transactions have occurred during the period, the report shall so
indicate. Any report required to be made pursuant to this Section IV(b) may
contain a statement that the report shall not be construed as an admission by
the person making the report that he or she has any Beneficial Ownership in one
or more securities to which the report relates.
(c) Notwithstanding the provisions of Section IV(b), no Advisory
Representative shall be required to make a report with respect to transactions:
(i) effected in any account over which neither such person nor any
other Advisory Representative has any direct or indirect influence or
control; or
(ii) involving direct obligations of the United States.
(d) Any person subject to this Code of Ethics who discovers a violation or
apparent violation of this Code by any other person shall promptly bring the
matter to the attention of the Compliance Director (or if the Compliance
Director is the violator or apparent violator of the Code, then to the attention
of another designated Woodland Managing Partner).
(e) All reports prepared pursuant to this Article V shall be filed with the
Compliance Director, except that reports prepared by the Compliance Director
shall be filed with another designated Woodland Managing Partner.
(f) All Affiliated Persons of Woodland, initially upon being employed by
Woodland, and each year thereafter, must certify in writing to the Compliance
Director that: (i) they have read and understand this Code of Ethics and
recognize that they are subject to the provisions of the Code; (ii) they have
disclosed or reported all Personal Securities Transactions required to be
disclosed or reported pursuant to the Code; and (iii) they have complied with
all requirements of the Code.
(g) With respect to each Client that is a registered investment company,
Woodland shall on a quarterly basis report to the Client's board any violations
of the Code, if any, that occurred since Woodland's most recent prior report to
the board and shall prepare an annual report to the board containing: (i) a
summary of existing procedures concerning personal investing and any changes in
the procedures made during the past year; (ii) a list of any violations
requiring significant remedial action during the past year, including details of
such violations and the action taken; and (iii) any recommended changes in
existing restrictions or
-5-
<PAGE>
procedures based upon experience under the Code, evolving industry practices or
developments in applicable laws or regulations.
(h) To prevent and detect violations of this Code of Ethics, the Compliance
Director shall:
(i) take appropriate measures to familiarize all Affiliated Persons of
Woodland with this Code of Ethics and be reasonably available during all
business hours to answer questions relating to this Code of Ethics;
(ii) assume an active and primary role in the resolution of issues
regarding whether information received by an Insider is or is not Material
Non-Public Information;
(iii) take all reasonable and necessary steps to ensure that no person
other than Advisory Representatives has, or is given access to, Material
Non-Public Information;
(iv) review Advisory Representative trading activity reports, and
brokerage confirmations and statements, and initial and annual holdings
reports made pursuant to this Code of Ethics;
(v) review the trading activity of Woodland's Clients; and
(vi) review and update this Code of Ethics when necessary or
appropriate in light of changes in the nature of Woodland's business, in
applicable laws, rules and regulations or in other relevant factors and
circumstances.
V. ENFORCEMENT AND SANCTIONS
-------------------------
(a) The Compliance Director shall bring all violations or apparent
violations of this Code of Ethics to the attention of Woodland's Board of
Governors. The Board of Governors shall have the primary responsibility for
enforcing the Code and determining appropriate sanctions with respect to any of
Woodland's governors, officers and employees; provided that if a member of the
Board of Governors is the alleged violator of the Code, such Governor shall not
participate in the actions of the Board with respect to such alleged violation.
Any person who is found to have violated this Code of Ethics may be terminated
from employment, reduced in salary or position, temporarily suspended from
employment or sanctioned in such other manner as may be determined in the
discretion of the Board of Governors. In determining appropriate sanctions to be
imposed for violations of the Code, the Board of Governors may consider any
factors it deems relevant, including, without limitation: (i) the degree of
willfulness of the violation; (ii) the severity of the violation; (iii) the
extent, if any, to which the violator profited or benefited from the violation;
(iv) the adverse effect, if any, of the violation on any Clients; (v) the market
value and liquidity of the class of securities involved in the violation; (vi)
the prior violations, if any, of this Code of Ethics by the violator; and (vii)
the circumstances of discovery of the violation.
-6-
<PAGE>
(b) In addition to any sanctions imposed elsewhere under this Code of
Ethics (or other applicable law), any profits realized on Personal Securities
Transactions effected in violation of this Code of Ethics shall be disgorged and
(i) reimbursed to the affected Client(s), or (ii) if the violation does not
involve or did not affect any Client, then paid to a charitable organization
chosen in the discretion of Woodland's Board of Governors. Each Personal
Securities Transaction shall be considered individually, and there will be no
netting of profits and losses incurred in the case of multiple Personal
Securities Transactions effected in violation of this Code of Ethics.
(c) Rights of Alleged Violator. A person charged with a violation of this
Code of Ethics shall have the opportunity to appear before the person or persons
that have authority to impose sanctions pursuant to this Code of Ethics, at
which time the person charged with the violation shall have the opportunity,
orally or in writing, to respond to any and all charges.
-7-
<PAGE>
APPENDIX A
DEFINITIONS
"Advisory Representative" means each: (a) officer or governor of Woodland;
(b) employee of Woodland (i) who makes any investment decisions or
recommendations or is involved in the implementation of any investment decisions
or recommendations, (ii) who participates in the determination of which
investment decisions or recommendations shall be made or implemented, or (iii)
who, in connection with his or her duties, obtains or has access to any
information concerning securities transactions or recommendations prior to the
effective dissemination of information concerning recommendations or the
implementation of securities transactions (whichever occurs later); and (c) any
of the following persons who obtains or has access to any information concerning
securities transactions or recommendations prior to the effective dissemination
of information concerning the recommendations or the implementation of
securities transactions (whichever occurs later): (i) any person in a Control
(as defined below) relationship with Woodland, (ii) any Affiliated Person (as
defined below) of such person in a Control relationship, and (iii) any
Affiliated Person of such Affiliated Person.
"Affiliated Person" of another person means: (a) any person directly or
indirectly owning, controlling or holding with power to vote, 5% or more of the
outstanding voting securities of such other person; (b) any person 5% or more of
the outstanding voting securities of which are directly owned, controlled or
held with power to vote, by such other person; (c) any person directly or
indirectly Controlling, Controlled by or under common Control with such other
person; and (d) any officer, director or governor (or similar position),
partner, copartner or employee of such other person.
"Beneficial Ownership" of a security means a direct or indirect "pecuniary
interest" in such security (the opportunity, directly or indirectly, to profit
or share in any profit derived from a transaction in such security). By way of
example, but not by way of limitation, a person would generally be regarded to
be the Beneficial Owner of the following securities: (a) securities held in the
person's own name; (b) securities held with another in joint tenancy, community
property or other joint ownership; (c) securities held by a bank or broker as
nominee or custodian on such person's behalf or pledged as collateral for a
loan; (d) securities held by Immediate Family Members (as defined below) of such
person (however, Beneficial Ownership by virtue of ownership by an Immediate
Family Member is a presumption that may be rebutted by evidence to the
contrary); (e) securities held by a trust in which the person is a beneficiary;
(f) securities held by a trust for which the person serves as a trustee and in
which the person has a pecuniary interest (including pecuniary interests by
virtue of performance fees and by virtue of holdings by an Immediate Family
Member of the person); (g) securities held by a partnership in which the person
is a partner; (h) securities owned by a corporation in which the person is a
shareholder; (i) securities held in a portfolio from which the person is
entitled to a performance-related fee (exclusive of securities that account for
10% or less of the market value of a portfolio if the performance-related fee is
based on the portfolio's total return over periods of at least one year); and
(j) securities held by another person or entity pursuant to any agreement,
understanding, relationship or other arrangement giving the person any direct or
indirect pecuniary interest.
-8-
<PAGE>
"Client" means any person for whom or which Woodland serves as an
"investment adviser" within the meaning of Section 202(a)(11) of the Investment
Advisers Act of 1940, as amended, and the rules and regulations thereunder.
"Compliance Director" means the person designated by Woodland from time to
time to fulfill the role of Compliance Director under this Code of Ethics.
"Control" means the power to exercise a controlling influence over the
management or policies of an entity, unless such power is solely the result of
an official position with such entity. Any person who directly or indirectly has
the power to vote or direct the disposition of more than 25% of the voting
securities of an entity shall be presumed to control that entity, and any person
who directly or indirectly has the power to vote or direct the disposition of
25% or less of the voting securities of an entity shall be presumed not to
control such entity. Each of such presumptions may be rebutted by evidence to
the contrary in accordance with Section 2(a)(9) of the Investment Company Act of
1940, as amended, and the rules and regulations thereunder.
"Immediate Family Member" of a person includes such person's spouse,
children under the age of 25 years residing with such person, and any trust or
estate in which such person or any other Immediate Family Member has a
Beneficial Ownership interest.
"Insider" means Woodland, an Affiliated Person of Woodland and any
Immediate Family Member of such Affiliated Person. In addition, a person is an
Insider if such person enters into a special confidential relationship in the
conduct of the affairs of Woodland or any Affiliated Person of Woodland (for
example, but not limited to, accountants, consultants, advisers, attorneys, bank
lending officers and the employees of such organizations), and as a result is
given access to Material Non-Public Information (as defined below).
"Insider Trading" means the use of Material Non-Public Information to trade
in a security (whether or not one is an Insider) or the communication of
Material Non-Public Information to others. While the meaning of the term is not
static, Insider Trading generally includes: (a) trading in a security by an
Insider, while in possession of Material Non-Public Information; (b) trading in
a security by a person who is not an Insider, while in possession of Material
Non-Public Information, where such information either was disclosed to such
person in violation of an Insider's duty to keep it confidential or was
misappropriated; and (c) communicating Material Non-Public Information to any
person, who then trades in a security while in possession of such information.
"Material Non-Public Information" means non-public information (information
that has not been effectively communicated to the marketplace) with respect to
which a substantial likelihood exists that a reasonable investor would consider
it important in making investment decisions, or that is reasonably certain to
have a substantial effect on the price of an issuer's securities. Examples of
"material" information include, but are not limited to, information regarding
dividend changes, earnings estimates, changes in previously released earnings
estimates, significant merger or acquisition proposals or agreements, major
litigation, liquidation problems, and extraordinary management developments.
-9-
<PAGE>
"Personal Securities Transaction" means a transaction in a security in
which a person has or thereby acquires Beneficial Ownership. A person shall be
considered to be "engaging in" or "effecting" a Personal Securities Transaction
if the person, directly or indirectly, directs, participates in or receives
advance notification or advice of or regarding such transaction.
"Woodland" means Woodland Partners LLC, a Minnesota limited liability
company.
-10-
<PAGE>
WOODLAND PARTNERS LLC
QUARTERLY REPORT OF ADVISORY REPRESENTATIVES
(for the Quarter Ended __________________)
Not later than 10 days after the end of each calendar quarter, each
Advisory Representative shall submit this Report, as provided by Woodland's Code
of Ethics. The Code of Ethics should be carefully reviewed in connection with
the Advisory Representative's completion of this Report. Capitalized terms in
this Report have the same meanings as defined in the Code of Ethics. Questions
regarding the completion of this Report may be directed to the Compliance
Director.
o If no reportable transactions have occurred during the quarter, put an "X"
in the following box [ ], and you may skip to the signature line.
o If with respect to any transaction in a security to which this Report
relates you wish to make a statement that this Report shall not be
construed as an admission that you have any Beneficial Ownership in such
security, please put a large asterisk (*) adjacent to such reported
transaction(s).
o Set forth the following information with respect to reportable transactions
during the quarter in any security in which you have, or by reason of such
transaction acquired, any Beneficial Ownership in the security (duplicate
brokerage confirmations or statements containing all of the following
information may be attached in lieu of completing the following table):
<TABLE>
<CAPTION>
Date of Transaction/ Number of Nature of
Name of Issuer/ Shares or Transaction Broker,
Title or Description Principal (purchase, Dealer or
of Security Amount sale or other) Unit Price Total Price Bank
<S> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
</TABLE>
(If you need additional space, please attach additional pages.)
[ ] SEE ATTACHED CONFIRMATIONS AND/OR ACCOUNT STATEMENTS
The answers to the foregoing are true and correct to the best of my information
and belief.
-------------------------------------
Name of Advisory Representative
Dated: ____________, 20__
-------------------------------------
Signature of Advisory Representative
<PAGE>
WOODLAND PARTNERS LLC
ALTERNATIVE QUARTERLY REPORT OF ADVISORY REPRESENTATIVES
(for the Quarter Ended __________________)
Each of the undersigned Advisory Representatives of Woodland Partners LLC
hereby represents and warrants, to the best of my information and belief, that,
during the calendar quarter indicated at the top of this report, I had no
reportable transactions.
------------------------------------- ------------------------
Richard W. Jensen Date
------------------------------------- ------------------------
Elizabeth M. Lilly Date
------------------------------------- ------------------------
Richard J. Rinkoff Date
------------------------------------- ------------------------
Karen L. Bergstrom Date
<PAGE>
WOODLAND PARTNERS LLC
REQUEST BY ADVISORY REPRESENTATIVE
TO ENGAGE IN PERSONAL SECURITIES TRANSACTION
I hereby request permission to effect a Personal Securities Transaction, as
indicated below, for my own account or other account in which I have a
Beneficial Ownership interest. (If necessary, use approximate dates and amounts
of proposed Personal Securities Transaction.)
Record Owner of Account: ______________________________________
Relationship to Advisory Representative: ______________________________________
Proposed Date of Transaction: ______________________________________
PROPOSED TRANSACTION
--------------------
<TABLE>
<CAPTION>
Number of Nature of
Name of Issuer/ Shares or Transaction Broker,
Title or Description Principal (purchase, Dealer or
of Security Amount sale or other) Unit Price Total Price Bank
<S> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------
</TABLE>
-------------------------------------
Name of Advisory Representative
Dated: ____________, 20__
-------------------------------------
Signature of Advisory Representative
--------------------------------------------------------------------------------
[ ] PERMISSION GRANTED [ ] PERMISSION DENIED
Dated: ____________, 20__
-------------------------------------
Signature of Compliance Director
<PAGE>
WOODLAND PARTNERS LLC
ANNUAL ACKNOWLEDGMENT OF CODE OF ETHICS
(To be completed initially upon employment and thereafter
annually by each Affiliated Person of the Adviser.)
The Adviser's Code of Ethics should be reviewed prior to completing this
------------------------------------------------------------------------
Acknowledgment, and terms defined in the Code of Ethics have the same meanings
------------------------------------------------------------------------------
in this Acknowledgment. Each Affiliated Person shall submit this Acknowledgment
-------------------------------------------------------------------------------
directly to the Compliance Director.
-----------------------------------
I, THE UNDERSIGNED, HEREBY REPRESENT AND CERTIFY AS FOLLOWS:
o I have read and understand the Code of Ethics and understand that I am
subject to the Code.
o I have complied with all requirements of the Code of Ethics.
o (ADVISORY REPRESENTATIVES ONLY)
-----------------------------
I have disclosed or reported all Personal Securities Transactions required
to be disclosed or reported pursuant to this Code of Ethics. In addition, I
have attached to this Acknowledgment a true, correct and complete listing
of all securities in which I had any Beneficial Ownership interest as of
January __, 20__.
Questions regarding the completion of this Acknowledgment may be directed
to the Compliance Director.
The answers to the foregoing questions are true, correct and complete to
the best of my information and belief.
-------------------------------------
Name of Affiliated Person
Dated: ____________, 20__
-------------------------------------
Signature of Affiliated Person
