SASCO CAPITAL, INC.
STATEMENT OF POLICY REGARDING
PERSONAL INVESTMENTS BY EMPLOYEES
INVOLVED IN THE INVESTMENT OF CLIENT ASSETS
AUGUST 31, 2000
APPLICABILITY:
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This Policy applies to those employees of Sasco Capital, Inc. ("SCI")
involved in the management of Client Assets and provides guidelines
for the conduct of their personal investments. In general,
applicability is intended to cover all employees who have direct
responsibility for or knowledge of investment policy and employees who
provide support service to the staff.
PREAMBLE:
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The investment management of the Client Assets involves decisions and
information which, if not kept in confidence, could have at least a
temporary impact on market prices. Every practical step must be taken
to prevent an intentional or inadvertent action based on inside
information while at the same time avoiding unnecessary or complex
interference with the privacy and freedom of the individuals
concerned.
SCOPE:
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The provisions of this Policy apply to every security transaction in
which an employee has, or by reason of such transaction acquires, any
direct or indirect beneficial interest in any account over which he
has any direct or indirect control. Generally, an employee is regarded
as having a beneficial interest in those securities held in his or her
name, the name of his or her spouse, and the names of his or her minor
children who reside with him or her. A person may be regarded as
having a beneficial interest in the securities held in the name of
another person (individual, partnership, corporation, trust, custodian
or other entity) if by reason of any contract, understanding or
relationship, the employee obtains or may obtain therefrom benefits
substantially equivalent to those of ownership. One does not derive a
beneficial interest by virtue of serving as a
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trustee or executor unless they, or a member of their immediate
family, have a vested interest in the income or corpus of the trust or
estate. When employees serve in any such capacity, they should at all
times avoid conduct in conflict with the interest of SCI's clients.
PRE-CLEARANCE PROCEDURES:
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The following pre-clearance procedures must be followed when buying or
selling any security that: (i) is held in SCI's client portfolio; (ii)
has been placed on SCI's research list; or (iii) is being sold in an
initial public offering or in a private offering. Any individual
contemplating buying or selling any such security must first obtain
pre-clearance approval from SCI's assigned Managing
Director/Compliance Officer prior to executing any such transaction.
Approval will be granted if:
1) SCI is not actively engaged in buying or selling the particular
security on the day pre-clearance is requested; and
2) SCI is not actively considering purchase or sale of such security
in the next 5 business days; and
3) SCI has no "working order" with specific price limits in place
with Sasco Capital's trader at the time approval is requested.
4) The particular security is not on SCI's active research list for
possible purchase consideration in the immediate future.
5) With respect to securities offered in initial public offerings
and private offerings, the investment opportunity should not be
reserved for an SCI client and is not being offered to the
individual because of his or her position with SCI.
The assigned Compliance Officer will maintain a log detailing all
transactions approved for clearance. In it will be recorded
information with regard to every pre-clearance request as follows:
1) Date
2) Name of person making request
3) Name of security requiring pre-clearance
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4) Compliance Officer's approval ("Yes" or "No")
EXEMPTED TRANSACTIONS:
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The above pre-clearance procedures shall not apply to:
1) Purchase or sale of any security that is not held in SCI's
portfolio or placed on its research list.
2) Purchase or sales of securities which had been placed by a person
with their broker at an earlier date with a "good till cancel"
order specifying certain price limits.
3) Purchases which are part of an automatic dividend reinvestment
plan.
4) Purchases effected upon the exercise of rights issued by an
issuer pro-rata to all holders of a class of its securities.
REPORTING:
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All individuals are required, within 10 days of commencement of
employment and, thereafter within 30 days after the end of each
calendar year, to report all of their personal investments, as well as
the name of any broker, dealer, or bank with whom the individual
maintained an account in which any such investments were held, to the
assigned Compliance Officer.
To facilitate the annual holdings report requirement, all individuals
are required to submit to the assigned Compliance Officer a monthly
report that contains the following information:
1) The date of the transaction, the title and the number of shares.
2) The nature of the transaction (i.e. purchase, sale or any other
type of acquisition or disposition).
3) The price at which the transaction was effected; and
4) The name of the broker, dealer or bank with or through whom the
transaction was effected.
INTERPRETATIONS AND EXCEPTIONS:
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Any question regarding the applicability, meaning or administration of
this Policy shall be referred by the person concerned in advance of
any contemplated transaction to two Managing Directors. Exemption from
one or
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more of the above provisions may be granted only if, in the judgment
of two Managing Directors, the fundamental fiduciary obligation of the
persons involved is not compromised. If prohibited transactions should
cause a hardship for any individual, a request for an exception
setting forth the basic facts should be submitted in writing to two
Managing Directors and outside Legal Counsel.
SANCTIONS:
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Any breach of these provisions may constitute grounds for dismissal
from employment with SCI.
ACKNOWLEDGMENT:
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Each employee to whom this Policy is applicable shall receive a copy
of this Policy and shall sign a receipt for same, in the format
attached as the last page of this policy, which shall constitute the
employee's agreement to comply with the terms of this Policy.
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