<PAGE>
EX 99.P(3)
Code of Ethics and Procedures
Pursuant to Rule 17j-1 under the
Investment Company Act of 1940
This Code of Ethics (the "Code") has been adopted by each Investment Company
listed on Exhibit A, attached hereto (each, a "Trust") to specify and prohibit
certain types of personal securities transactions deemed to create a conflict of
interest and to establish reporting requirements and preventive procedures
pursuant to the provisions of Rule 17j-1(b)(1) under the Investment Company Act
of 1940 (the "1940 Act").
I. DEFINITIONS
A. An "Access Person" means (i) any Trustee, Director, officer, or Advisory
Person (as defined below) of the Investment Company or any investment
advisor thereof, or (ii) any director or officer of a principal underwriter
of the Investment Company, who, in the ordinary course of his or her
business, makes, participates in or obtains information regarding the
purchase or sale of securities for the Investment Company for which the
principal underwriter so acts or whose functions or duties as part of the
ordinary course of his or her business relate to the making of any
recommendation to the Investment company regarding the purchase or sale of
securities or (iii) notwithstanding the provisions of clause (i) above,
where the investment adviser is primarily engaged in a business or
businesses other than advising registered investment companies or other
advisory clients, any trustee, director, officer or Advisory Person of the
investment adviser who, with respect to the Investment Company, makes any
recommendation or participates in the determination of which
recommendations shall be made, or whose principal function of duties relate
to the determination of which recommendations shall be made to the
Investment Company or who in connection with his or her duties, obtains any
information concerning securities recommendations being made by such
investment adviser to the Investment Company.
B. An "Advisory Person" means any employee of the Investment Company or any
investment advisor thereof (or of any company in a control relationship to
the Investment Company or such investment adviser), who, in connection with
his or her regular functions or duties, makes, participates in or obtains
information regarding the purchase or sale of securities by the Investment
Company or whose functions relate to any recommendations with respect to
such purchases or sales and any natural person in a control relationship
with the Investment Company or adviser who obtains information regarding
the purchase or sale of securities.
C. A "Portfolio Manager" means any person or persons with the direct
responsibility and authority to make investment decisions affecting the
Investment Company.
D. "Access Persons", "Advisory Persons" and "Portfolio Managers" shall not,
unless otherwise provided in the code of ethics of the Investment Company's
investment adviser any subadviser, administrator or principal underwriter,
include any individual who is required to file quarterly reports with the
Investment Company's investment adviser, any subadviser, administrator or
principal underwriter pursuant to a code of ethics substantially in
conformity with Rule 17j-1 of the 1940 Act or Rule 204-2 of the Investment
Advisers Act of 1940 which has been approved by the Investment Company's
Board of Trustees.
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E. "Beneficial Ownership" shall be interpreted subject to the provisions of
Rule 16a-1(a) (exclusive of Section (a)(1) of such Rule) of the Securities
Exchange Act of 1934.
F. "Control" shall have the same meaning as set forth in Section 2(a)(9) of
the 1940 Act.
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G. "Disinterested Trustee" means a Trustee who is not an "interested person"
of the Investment Company within the meaning of Section 2(a)(19) of the
1940 Act. An "interested person" includes any person who is a trustee,
director, officer or employee of any investment adviser of the Investment
Company, or owner of 5% or more of the outstanding stock of any investment
adviser of the Investment Company. Affiliates of brokers or dealers are
also "interested persons", except as provided in Rule 2(a)(19)(1) under the
1940 Act.
H. "Review Officer" is the person designated by the Investment Company's Board
of Trustees to monitor the overall compliance with this Code. In the
absence of any such designation, the Review Officer shall be the Treasurer
or any Assistant Treasurer of the Investment Company.
I. "Preclearance Officer" is the person designated by the Investment Company's
Board of Trustees to provide preclearance of any personal security
transaction as required by this Code.
J. "Purchase or sale of a security" includes, among other things, the writing
of an option to purchase or sell a security or the purchase or sale of a
future or index on a security or option thereon.
K. "Security" shall have the meaning set forth in Section 2(a)(36) of the 1940
Act (in effect, all securities) except that is shall not include securities
issued by the U.S. Government (or any other "government security" as that
term is defined in the 1940 Act), bankers' acceptances, bank certificates
of deposit, commercial paper and such other money market instruments as may
be designated by the Trustees of the Investment Company, and shares of
registered open-end investment companies.
L. A security is "being considered for purchase or sale" when a recommendation
to purchase or sell the security has been made and communicated and, with
respect to the person making the recommendation, when such person seriously
considers making such a recommendation.
II. STATEMENT OF GENERAL PRINCIPLES
The following general fiduciary principles shall govern the personal investment
activities of all Access Persons.
Each Access Person shall:
A. At all times, place the interests of the Investment Company before his or
her personal interests;
B. Conduct all personal securities transactions in a manner consistent with
this Code, so as to avoid any actual or potential conflicts of interest, or
an abuse of position of trust and responsibility; and
C. Not take an inappropriate advantage of his or her position with or on
behalf of the Investment Company.
III. UNLAWFUL ACTIONS
It is unlawful for any affiliated person of or principal underwriter for a Fund,
or any affiliated person of an investment adviser of or principal underwriter
for a Fund, in connection with the purchase or sale, directly or indirectly, by
the person of a security held or to be acquired by the Fund:
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A. To employ any device, scheme or artifice to defraud the Fund;
B. To make any untrue statement of a material fact to the Fund or to omit to
state a material fact necessary in order to make statements made to the
Fund, in light of the circumstances in which they are made, not misleading;
C. To engage in any act, practice or course of business that operates or would
operate as a fraud or deceit on the Fund; or
D. To engage in any manipulative practice with respect to the Fund.
IV. RESTRICTIONS OF PERSONAL INVESTING ACTIVITIES
A. Blackout Periods
1. No Access Person (other than a Disinterested Trustee) shall purchase or
sell, directly or indirectly, any security in which he or she has, or by
reason of such transaction acquires, any direct or indirect beneficial
ownership on a day during which he or she knows or should have known the
Investment Company has a pending "buy" and "sell" order in that same
security until that order is executed or withdrawn.
2. No Advisory Person or Portfolio Manager shall purchase or sell, directly
or indirectly, any security in which he or she has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership within
at least seven calendar days before and after the Investment Company
trades (or has traded) in that security.
B. Initial Public Offerings
No Advisory Person shall acquire any security in an initial public offering for
his or her personal account.
C. Private Placements
With regard to private placements, each Advisory Person shall:
1. Obtain express prior written approval from the Preclearance Officer for any
acquisition of securities in a private placement (the Preclearance Officer,
in making such determination, shall consider, among other factors, whether
the investment opportunity should be reserved for the Investment Company,
and whether such opportunity is being offered to such Advisory Person by
virtue of his or her position with the Investment Company); and
2. After authorization to acquire securities in a private placement has been
obtained, disclose such personal investment with respect to any subsequent
consideration by the Investment Company (or any other investment company
for which he or she acts in a capacity as an Advisory Person) for
investment in that issuer.
If the Investment Company decides to purchase securities of an issuer the shares
of which have been previously obtained for personal investment by an Advisory
Person, that decision shall be subject to an independent review by Advisory
Persons with no personal interest in the issuer.
D. Short-Term Trading Profits
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No Advisory Person shall profit from the purchase and sale, or sale and
purchase, of the same (or equivalent) securities of which such Advisory Person
has beneficial ownership within 60 calendar days. any profit so realized shall,
unless the Investment Company" Board of Trustees approves otherwise, be
disgorged as directed by the Investment Company's Board of Trustees.
E. Gifts
No Advisory Person shall receive any gift or other things of more than de
minimis value from any person or entity that does business with or on behalf
of the Investment Company.
F. Service as a Director or Trustee
1. No Advisory Person shall serve on the board of directors or trustees of a
publicly traded company without prior authorization from the Board of
Trustees of the Investment Company, based upon a determination that such
board service would be consistent with the interests of the Investment
Company and its investors.
2. If board service by an Advisory Person is authorized by the Board of Trustees
of the Investment Company such Advisory Person shall be isolated from the
investment making decisions of the Investment Company with respect to the
companies of which he or she is a director or trustee.
G. Exempted Transactions
The prohibitions of Section IV shall not apply to:
1. Purchases or sales effected in any account over which the Access Person
has no direct or indirect influence or control;
2. Purchases or sales that are non-volitional on the part of the Access
Person or the Investment Company, including mergers, recapitalizations or
similar transactions;
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 securities, to the extent such rights
were acquired from such issuer, and sales of such rights so acquired; and
5. Purchases or sales that receive prior approval in writing by the
Preclearance Officer as (a) only remotely potentially harmful to the
Investment Company because they would be very unlikely to affect a highly
institutional market, (b) clearly not economically related to the
securities to be purchased or sold or held by the Investment company or
client, and (c) not representing any danger of the abuses proscribed by
Rule 17j-1, but only if in each case the prospective purchaser has
identified to the Review Officer all factors of which he or she is aware
which are potentially relevant to a conflict of interest analysis,
including the existence of any substantial economic relationship between
his or her transaction and securities held or to be held by the Investment
Company.
V. COMPLIANCE PROCEDURES
A. Preclearance
1. An Access Person (other than a Disinterested Trustee) may not, directly or
indirectly, acquire or dispose of beneficial ownership of a security
except as provided below unless:
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a. Such purchase or sale has been approved by the Preclearance Officer;
b. The approved transaction is completed on the same day approval is
received; and
c. The Preclearance Officer has not rescinded such approval prior to
execution of the transaction.
2. Each Access person may effect total purchase and sales of up to $25,000 of
securities listed on a national securities exchange or on NASDAQ within any
six month period without preclearance from the Board of Trustees or the
Preclearance Officer provided that:
a. The six month period is a "rolling" period, i.e., the limit is
applicable between any two dates which are six months apart;
b. Transactions in options and futures, other than options or futures on
commodities, will be included for purposes of calculating whether the
$25,000 limit has been exceeded. such transactions will be measured by
the value of the securities underlying options and futures; and
c. although preclearance is not required for personal transactions in
securities which fall into this "de minimis" exception, these trades
must still be reported on a quarterly basis pursuant to Section V.B.2.
hereunder, if such transactions are reportable.
B. Reporting
1. Coverage: Each Access Person (other than Disinterested Trustees) shall
file with the Review Officer confidential quarterly reports containing the
information required in Section V.B.2 hereunder with respect to all
transactions during the preceding quarter in any securities in which such
person has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership, provided that no Access Person shall be
required to report transactions effected for any account over which such
Access Person has no direct or indirect influence or control (except that
such an Access Person must file a written certification stating that he or
she has no direct or indirect influence or control over the account in
question).
2. Filings: Every report shall be made no later than ten days after the end
of the calendar quarter in which the transaction to which the report
relates was effected, and shall contain the following information:
a. The date of the transaction, the title and the number of shares and 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; and
d. The name of the broker, dealer or bank with or through whom the
transaction was effected.
3. Any report may contain a statement that it shall not be construed as an
admission by the person making the report that he or she has any direct or
indirect beneficial ownership in the security to which the report relates.
4. Confirmations: All Access Persons (other than Disinterested Trustees)
shall direct their brokers to supply the Investment Company's Review
Officer on a timely basis, duplicate copies of all personal securities
transactions.
C. Review
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In reviewing transactions and holding reports, the Review Officer shall take
into account the exemptions allowed under Section IV.G. hereunder. Before making
a determination that a violation has been committed by an Access Person, the
Review Officer shall give such person an opportunity to supply additional
information regarding the transaction in question. Each Fund, investment adviser
or principal underwriter shall maintain a list of names of appropriate
management and compliance personnel responsible for reviewing securities
transactions and holdings reports.
D. Disclosure of Personal Holdings
All Advisory Persons shall disclose personal securities holdings upon
commencement of employment and thereafter on an annual basis.
E. Certification of Compliance
Each Access Person is required to certify annually that he or she has read and
understood this Code and recognizes that he or she is subject to the Code.
Further, each Access Person is required to certify annually that he or she has
complied with all the requirements of this Code and that he or she has disclosed
or reported all personal securities transactions pursuant to the requirements of
the Code.
VI. REQUIREMENTS FOR DISINTERESTED TRUSTEES
A. No report is required if such person is a Disinterested Trustee, and such
person would be required to make such report solely by reason of being a
Trustee, except where such Trustee knew, or in the ordinary course of
fulfilling his official duties as a Trustee of the Funds, should have known
that during the fifteen day period immediately preceding or after the date
of the transaction in a security by the Trustee, such security is or was
purchased or sold, or considered for purchase or sale by the Funds.(1)
B. Notwithstanding the preceding section, any Disinterested Trustee may, at
his or her option, report the information described in Section V.B.2. above
with respect to any one or more transactions and may include a statement
that the report shall not be construed as an admission that the person knew
or should have known of portfolio transactions by the Investment Company in
such securities.
VII. REVIEW BY THE BOARD OF TRUSTEES
The Board of Trustees, including a majority of Trustees who are not interested
persons, must approve the Code of Ethics of the Fund, the Code of Ethics of each
investment adviser and principal underwriter of the Fund, and any material
changes to these Codes. The board must base its approval of a Code and any
material changes to the Code based on a determination that the Code contains
provisions reasonably necessary to to prevent Access Persons from engaging in
any conduct prohibited by paragraph III. of these policies and procedures.
Before approving a Code of a Fund, investment adviser or principal underwriter
or any amendment to the Code, the Board of Trustees must receive a certification
from the Fund, investment adviser or principal underwriter that it has adopted
procedures reasonably necessary to prevent Access Persons from violating the
investment adviser's or principal underwriter's Code of Ethics. The Fund's board
must approve the Code of an investment adviser or principal underwriter before
initially retaining the services of the investment adviser or principal
underwriter. The Fund's board must approve a material change to a Code no later
than six months after adoption of the material change.
----------
(1) This provision shall not be applicable to trading activity in the passively-
managed Index Funds
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<PAGE>
At least annually, the Review Officer shall provide to the Board of Trustees:
A. A review of all existing procedures concerning Access Persons' personal
trading activities and any procedural changes made during the past year;
B. Any recommended changes to the Investment Company's Code or procedures; and
C. A written report describing any issues or violations that occurred during the
past year, including, but not limited to, information about material Code or
procedural violations and sanctions imposed in response to those violations.
D. Certification that the Fund, investment adviser or principal underwriter has
adopted procedures reasonably necessary to prevent its access persons from
violating its Code of Ethics.
VIII. SANCTIONS
A. Sanctions for Violations By Access Persons (Except Disinterested Trustees)
If the Review Officer determines that a violation of this Code has occurred, he
or she shall so advise the Board of Trustees and the Board may impose such
sanctions as it deems appropriate, including inter alia, disgorgement of
profits, censure, suspension or termination of the employment of the violator.
All material violations of the code and any sanctions imposed as a result
thereto shall be reported periodically to the Board of Trustees.
B. Sanctions for Violations by Disinterested Trustees
If the Review Officer determines that any Disinterested Trustee has violated
this code, he or she shall so advise the President of the Investment Company and
also a committee consisting of the Disinterested Trustees (other than the person
whose transaction is at issue) and shall provide the committee with a report,
including the record of pertinent actual or contemplated portfolio transactions
of the Investment Company and any additional information supplied by the person
whose transaction is at issue. The committee, at its option, shall either impose
such sanctions as it deems appropriate or refer the matter to the full Board of
Trustees of each Trust, which shall impose such sanctions as it deems
appropriate.
IX. MISCELLANEOUS
27
<PAGE>
A. Access Persons
The Review Officer of the Investment Company will identify all Access Persons
who are under a duty to make reports to the Investment Company and will inform
such person so of such duty. Any failure by the Review Officer to notify any
person of his or her duties shall not relieve such person of his or her
obligations hereunder.
B. Records
The Investment Company's administrator shall maintain records in the manner
and to the extent set froth below, which records may be maintained on
microfilm under the conditions described in Rule 31a-2(f) under the 1940 Act,
and shall be available for examination by representatives of the Securities
and Exchange Commission ("SEC"):
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 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;
3. A copy of each report made pursuant to 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; and
4. A list of all persons who are required, or within the past five years have
been required, to make reports pursuant to this Code shall be maintained
in an easily accessible place.
C. Confidentiality
All reports of securities transactions and any other information filed pursuant
to this Code shall be treated as confidential, except to the extent required by
Law.
D. Interpretation of Provisions
The Board of Trustees of the Investment Company may from time to time adopt such
interpretations of this Code as it deems appropriate.
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<PAGE>
BT INVESTMENT FUNDS PRESERVATIONPLUS FUND
BT INSTITUTIONAL FUNDS PRESERVATIONPLUS INCOME FUND
THE LEADERSHIP TRUST U.S. BOND INDEX PORTFOLIO
EAFE INDEX PORTFOLIO
SMALL CAP PORTFOLIO EQUITY 500 INDEX PORTFOLIO
CASH MANAGEMENT PORTFOLIO ASSET MANAGEMENT I,II & III
PORTFOLIO
TREASURY MONEY PORTFOLIO CAPITAL APPRECIATION PORTFOLIO
DAILY ASSETS FUND EQUITY APPRECIATION PORTFOLIO
INSTITUTIONAL TREASURY ASSETS FUND SMALL CAP INDEX PORTFOLIO
LIQUID ASSETS FUND QUANTITATIVE EQUITY FUND
TAX FREE MONEY PORTFOLIO INTERMEDIATE TAX FREE PORTFOLIO
NY TAX FREE MONEY PORTFOLIO BT INVESTMENT PORTFOLIOS
INTERNATIONAL EQUITY PORTFOLIO BT INSURANCE FUNDS TRUST
LATIN AMERICAN EQUITY PORTFOLIO (each, an "Investment Company")
PACIFIC BASIN EQUITY PORTFOLIO
GLOBAL EMERGING MARKETS EQUITY
PORTFOLIO
TRANSACTION REPORT
To: ____________________________, Review Officer
From: ______________________________________
(Your name)
This Transaction Report (the "Report") is submitted pursuant to Section
V of the Code of Ethics, as of [ , 1999] (the Code), of the above referenced
Trust and supplies (below) information with respect to transactions in any
security in which I may be deemed to have, or by reason of such transaction
acquire, any direct or indirect beneficial ownership interest (whether or not
such security is a security held or to be acquired by the Investment Company)
for the calendar quarter ended ____________.
Unless the context otherwise requires, all terms used in this Report
shall have the same meaning as set forth in the Code.
For purposes of this Report, beneficial ownership shall be interpreted
subject to the provisions of the Code and Rule 16a-1(a) (exclusive of Section
(a)(1) of such Rule) of the Securities Exchange Act of 1934.
<TABLE>
<CAPTION>
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------ ---------------
Title of Securities Date of Nature of Principal Amount Price at Which Name of the Nature of
Disposition of Transaction, of Securities the Transaction Broker, Dealer, Securities*
Transaction Whether Transaction was Effected or Bank with
Purchase, Sale Disposed Of Whom the
or Other type of Ownership Was
Acquired Or Effected
Acquisition
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------ ---------------
</TABLE>
*If appropriate, you may disclaim beneficial ownership of any security listed in
this Report.
29
<PAGE>
I HEREBY CERTIFY THAT I (1) HAVE READ AND UNDERSTAND THE CODE OF THE
INVESTMENT COMPANY (2) RECOGNIZE THAT I AM SUBJECT TOT HE CODE, (3) HAVE
COMPLIED WITH THE REQUIREMENTS OF THE CODE OVER THE PAST YEAR*, (4) HAVE
DISCLOSED ALL PERSONAL SECURITIES TRANSACTIONS OVER THE PAST YEAR* REQUIRED TO
BE DISCLOSED BY THE CODE, (5) HAVE SOUGHT AND OBTAINED PRECLEARANCE WHENEVER
REQUIRED BY THE CODE AND (6) CERTIFY THAT TO THE BEST OF MY KNOWLEDGE THE
INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
NAME (Print):
____________________________________________________________________________
SIGNATURE:
____________________________________________________________________________
DATE:
____________________________________________________________________________
(*) OR PORTION THEREOF DURING WHICH THE CODE HAS BEEN IN EFFECT.
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<PAGE>
BT INVESTMENT FUNDS
BT INSTITUTIONAL FUNDS
BT PYRAMID MUTUAL FUNDS
THE LEADERSHIP TRUST
BT INVESTMENT PORTFOLIO
BT INSURANCE FUNDS TRUST
CASH MANAGEMENT PORTFOLIO
TREASURY MONEY PORTFOLIO
INSTITUTIONAL TREASURY ASSETS FUND
DAILY ASSETS FUND
LIQUID ASSETS FUND
TAX FREE MONEY PORTFOLIO
NY TAX FREE MONEY PORTFOLIO
PRESERVATIONPLUS FUND
PRESERVATIONPLUS INCOME FUND
INTERNATIONAL EQUITY PORTFOLIO
LATIN AMERICAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
GLOBAL EMERGING MARKETS EQUITY PORTFOLIO
QUANTITATIVE EQUITY FUND
SMALL CAP PORTFOLIO
EQUITY 500 INDEX PORTFOLIO
EAFE INDEX PORTFOLIO
U.S. BOND INDEX PORTFOLIO
SMALL CAP INDEX PORTFOLIO
ASSET MANAGEMENT I, II & III PORTFOLIOS
CAPITAL APPRECIATION PORTFOLIO
EQUITY APPRECIATION PORTFOLIO
INTERMEDIATE TAX FREE PORTFOLIO
31
<PAGE>
PERSONAL TRADING REQUEST AND AUTHORIZATION
This Personal Trading Request and Authorization is submitted pursuant
to the Code of Ethics as of [ , 1999] (the "Code") of the above referenced.
Unless the context otherwise requires, all terms used herein shall have the same
meaning as set forth in the Code.
Personal Trading Request (to be completed by Access Person prior to any personal
trade):
Name of Access Person:
_____________________________________________________________________
Date of proposed transaction:
_____________________________________________________________________
Name of the issuer and dollar amount or number of securities of the issuer to be
purchased or sold:
--------------------------------------------------------------------------------
Nature of the transaction (i.e. purchase, sale)(1):
--------------------------------------------------------------------------------
Are you or is a member of your immediate family an officer, trustee, or director
of the issuer of the securities or any affiliate(2) of the
issuer? [ ] Yes [ ] No
If yes, please describe:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
----------------------
--------------------------------------------------------------------------------
(1) If other than market order, please describe any proposed limits.
(2) For purposes of this question, "affiliate" includes (I) any entity that
directly or indirectly owns, controls or holds with power to vote 5% or more of
the outstanding voting securities of the issuer and (II) any entity under common
control with the issuer.
Describe the nature of any direct or indirect professional or business
relationship that you may have with the issuer of the securities.(3)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Do you have an material nonpublic information concerning the issuer?
[ ] Yes [ ] No
Do you beneficially own more than 1/2 of 1% of the outstanding equity securities
of the issuer?
[ ] Yes [ ] No
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If yes, please report the name of the issuer and the total number of
shares "beneficially owned":
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Are you aware of any facts regarding the proposed transaction, including the
existence of any substantial economic relationship between the proposed
transaction and any securities held or to be acquired by the Investment Company,
that may be relevant to a determination as to the existence of a potential
conflict of interest?(4) [ ] Yes [ ] No
If yes, please describe:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(3) A "professional relationship" includes, for example, the provision of legal
counsel or accounting services. a "business relationship" includes, for example,
the provision of consulting services or insurance coverage.
(4) Facts that would be responsive to this question would include, for example
the receipt of "special favors" from a stock promoter, including participation
in a private placement or initial public offering as an inducement to purchase
other securities for the Investment Company. Another example would be investment
in securities of a limited partnership that in turn owned warrants of a company
formed for the purpose of effecting a leveraged buy-out in circumstances where
the Investment Company might invest in securities related to a leveraged
buy-out. The foregoing are only examples of pertinent facts and in no way limit
the types of facts that may be responsive to this question.
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<PAGE>
To the best of my knowledge and belief, the answers I have provided above are
true and correct.
Dated: ______________________
___________________________________________
Signature of Access Person
Approval or Disapproval of Personal Trading Request (to be completed by
Preclearance Officer) prior to personal trade:
___ I confirm that the above-described proposed transaction appears to be
consistent with the policies described in the Code and that the
conditions necessary(5) for approval of the proposed transaction have
been satisfied.
___ I do not believe that the above-described proposed transaction appears to
be consistent with the policies described in the Code or that the
conditions necessary for the approval of the proposed transaction have
been satisfied.
Dated: ___________________________
__________________________________________
Signature of Preclearance Officer
--------------------------------------------------------------------------------
(5) In the case of a personal securities transaction by an Access Person of the
Investment Company (other than Disinterested Trustees), the Code requires that
the Preclearance Officer determine that the proposed personal securities
transaction (I) is not potentially harmful to the Investment Company (II) would
be unlikely to affect the market in which the Investment Company's portfolio
securities are traded, and (III) is not related economically to securities to be
purchased, sold, or held by the Investment Company. In addition, the Code
requires that the Preclearance Officer determine that the decision to purchase
or sell the security at issue is not he result of information obtained in the
course of the Access Person's relationship with the Investment Company.
34
<PAGE>
EXHIBIT A
BT INVESTMENT FUNDS
BT INSTITUTIONAL FUNDS
BT PYRAMID MUTUAL FUNDS
THE LEADERSHIP TRUST
BT INVESTMENT PORTFOLIO
BT INSURANCE FUNDS TRUST
CASH MANAGEMENT PORTFOLIO
TREASURY MONEY PORTFOLIO
INSTITUTIONAL TREASURY ASSETS FUND
DAILY ASSETS FUND
LIQUID ASSETS FUND
TAX FREE MONEY PORTFOLIO
NY TAX FREE MONEY PORTFOLIO
PRESERVATIONPLUS FUND
PRESERVATIONPLUS INCOME FUND
INTERNATIONAL EQUITY PORTFOLIO
LATIN AMERICAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
GLOBAL EMERGING MARKETS EQUITY PORTFOLIO
QUANTITATIVE EQUITY FUND
SMALL CAP PORTFOLIO
EQUITY 500 INDEX PORTFOLIO
EAFE INDEX PORTFOLIO
U.S. BOND INDEX PORTFOLIO
SMALL CAP INDEX PORTFOLIO
ASSET MANAGEMENT I, II & III PORTFOLIOS
CAPITAL APPRECIATION PORTFOLIO
EQUITY APPRECIATION PORTFOLIO
INTERMEDIATE TAX FREE PORTFOLIO
35
<PAGE>
EX 99.P(3)
Code of Ethics and Procedures
Pursuant to Rule 17j-1 under the
Investment Company Act of 1940
This Code of Ethics (the "Code") has been adopted by each Investment Company
listed on Exhibit A, attached hereto (each, a "Trust") to specify and prohibit
certain types of personal securities transactions deemed to create a conflict of
interest and to establish reporting requirements and preventive procedures
pursuant to the provisions of Rule 17j-1(b)(1) under the Investment Company Act
of 1940 (the "1940 Act").
IV. DEFINITIONS
M. An "Access Person" means (i) any Trustee, Director, officer, or Advisory
Person (as defined below) of the Investment Company or any investment
advisor thereof, or (ii) any director or officer of a principal underwriter
of the Investment Company, who, in the ordinary course of his or her
business, makes, participates in or obtains information regarding the
purchase or sale of securities for the Investment Company for which the
principal underwriter so acts or whose functions or duties as part of the
ordinary course of his or her business relate to the making of any
recommendation to the Investment company regarding the purchase or sale of
securities or (iii) notwithstanding the provisions of clause (i) above,
where the investment adviser is primarily engaged in a business or
businesses other than advising registered investment companies or other
advisory clients, any trustee, director, officer or Advisory Person of the
investment adviser who, with respect to the Investment Company, makes any
recommendation or participates in the determination of which
recommendations shall be made, or whose principal function of duties relate
to the determination of which recommendations shall be made to the
Investment Company or who in connection with his or her duties, obtains any
information concerning securities recommendations being made by such
investment adviser to the Investment Company.
N. An "Advisory Person" means any employee of the Investment Company or any
investment advisor thereof (or of any company in a control relationship to
the Investment Company or such investment adviser), who, in connection with
his or her regular functions or duties, makes, participates in or obtains
information regarding the purchase or sale of securities by the Investment
Company or whose functions relate to any recommendations with respect to
such purchases or sales and any natural person in a control relationship
with the Investment Company or adviser who obtains information regarding
the purchase or sale of securities.
O. A "Portfolio Manager" means any person or persons with the direct
responsibility and authority to make investment decisions affecting the
Investment Company.
P. "Access Persons", "Advisory Persons" and "Portfolio Managers" shall not,
unless otherwise provided in the code of ethics of the Investment Company's
investment adviser any subadviser, administrator or principal underwriter,
include any individual who is required to file quarterly reports with the
Investment Company's investment adviser, any subadviser, administrator or
principal underwriter pursuant to a code of ethics substantially in
conformity with Rule 17j-1 of the 1940 Act or Rule 204-2 of the Investment
Advisers Act of 1940 which has been approved by the Investment Company's
Board of Trustees.
36
<PAGE>
Q. "Beneficial Ownership" shall be interpreted subject to the provisions of
Rule 16a-1(a) (exclusive of Section (a)(1) of such Rule) of the Securities
Exchange Act of 1934.
R. "Control" shall have the same meaning as set forth in Section 2(a)(9) of
the 1940 Act.
37
<PAGE>
S. "Disinterested Trustee" means a Trustee who is not an "interested person"
of the Investment Company within the meaning of Section 2(a)(19) of the
1940 Act. An "interested person" includes any person who is a trustee,
director, officer or employee of any investment adviser of the Investment
Company, or owner of 5% or more of the outstanding stock of any investment
adviser of the Investment Company. Affiliates of brokers or dealers are
also "interested persons", except as provided in Rule 2(a)(19)(1) under the
1940 Act.
T. "Review Officer" is the person designated by the Investment Company's Board
of Trustees to monitor the overall compliance with this Code. In the
absence of any such designation, the Review Officer shall be the Treasurer
or any Assistant Treasurer of the Investment Company.
U. "Preclearance Officer" is the person designated by the Investment Company's
Board of Trustees to provide preclearance of any personal security
transaction as required by this Code.
V. "Purchase or sale of a security" includes, among other things, the writing
of an option to purchase or sell a security or the purchase or sale of a
future or index on a security or option thereon.
W. "Security" shall have the meaning set forth in Section 2(a)(36) of the 1940
Act (in effect, all securities) except that is shall not include securities
issued by the U.S. Government (or any other "government security" as that
term is defined in the 1940 Act), bankers' acceptances, bank certificates
of deposit, commercial paper and such other money market instruments as may
be designated by the Trustees of the Investment Company, and shares of
registered open-end investment companies.
X. A security is "being considered for purchase or sale" when a recommendation
to purchase or sell the security has been made and communicated and, with
respect to the person making the recommendation, when such person seriously
considers making such a recommendation.
V. STATEMENT OF GENERAL PRINCIPLES
The following general fiduciary principles shall govern the personal investment
activities of all Access Persons.
Each Access Person shall:
D. At all times, place the interests of the Investment Company before his or
her personal interests;
E. Conduct all personal securities transactions in a manner consistent with
this Code, so as to avoid any actual or potential conflicts of interest, or
an abuse of position of trust and responsibility; and
F. Not take an inappropriate advantage of his or her position with or on
behalf of the Investment Company.
VI. UNLAWFUL ACTIONS
It is unlawful for any affiliated person of or principal underwriter for a Fund,
or any affiliated person of an investment adviser of or principal underwriter
for a Fund, in connection with the purchase or sale, directly or indirectly, by
the person of a security held or to be acquired by the Fund:
38
<PAGE>
E. To employ any device, scheme or artifice to defraud the Fund;
F. To make any untrue statement of a material fact to the Fund or to omit to
state a material fact necessary in order to make statements made to the
Fund, in light of the circumstances in which they are made, not misleading;
G. To engage in any act, practice or course of business that operates or would
operate as a fraud or deceit on the Fund; or
H. To engage in any manipulative practice with respect to the Fund.
VII. RESTRICTIONS OF PERSONAL INVESTING ACTIVITIES
H. Blackout Periods
3. No Access Person (other than a Disinterested Trustee) shall purchase or
sell, directly or indirectly, any security in which he or she has, or by
reason of such transaction acquires, any direct or indirect beneficial
ownership on a day during which he or she knows or should have known the
Investment Company has a pending "buy" and "sell" order in that same
security until that order is executed or withdrawn.
4. No Advisory Person or Portfolio Manager shall purchase or sell, directly or
indirectly, any security in which he or she has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership within at
least seven calendar days before and after the Investment Company trades
(or has traded) in that security.
I. Initial Public Offerings
No Advisory Person shall acquire any security in an initial public offering for
his or her personal account.
J. Private Placements
With regard to private placements, each Advisory Person shall:
3. Obtain express prior written approval from the Preclearance Officer for any
acquisition of securities in a private placement (the Preclearance Officer,
in making such determination, shall consider, among other factors, whether
the investment opportunity should be reserved for the Investment Company,
and whether such opportunity is being offered to such Advisory Person by
virtue of his or her position with the Investment Company); and
4. After authorization to acquire securities in a private placement has been
obtained, disclose such personal investment with respect to any subsequent
consideration by the Investment Company (or any other investment company
for which he or she acts in a capacity as an Advisory Person) for
investment in that issuer.
If the Investment Company decides to purchase securities of an issuer the shares
of which have been previously obtained for personal investment by an Advisory
Person, that decision shall be subject to an independent review by Advisory
Persons with no personal interest in the issuer.
K. Short-Term Trading Profits
39
<PAGE>
No Advisory Person shall profit from the purchase and sale, or sale and
purchase, of the same (or equivalent) securities of which such Advisory Person
has beneficial ownership within 60 calendar days. any profit so realized shall,
unless the Investment Company" Board of Trustees approves otherwise, be
disgorged as directed by the Investment Company's Board of Trustees.
L. Gifts
No Advisory Person shall receive any gift or other things of more than de
minimis value from any person or entity that does business with or on
behalf of the Investment Company.
M. Service as a Director or Trustee
3. No Advisory Person shall serve on the board of directors or trustees of a
publicly traded company without prior authorization from the Board of
Trustees of the Investment Company, based upon a determination that such
board service would be consistent with the interests of the Investment
Company and its investors.
4. If board service by an Advisory Person is authorized by the Board of
Trustees of the Investment Company such Advisory Person shall be isolated
from the investment making decisions of the Investment Company with respect
to the companies of which he or she is a director or trustee.
N. Exempted Transactions
The prohibitions of Section IV shall not apply to:
6. Purchases or sales effected in any account over which the Access Person has
no direct or indirect influence or control;
7. Purchases or sales that are non-volitional on the part of the Access Person
or the Investment Company, including mergers, recapitalizations or similar
transactions;
8. Purchases which are part of an automatic dividend reinvestment plan;
9. Purchases effected upon the exercise of rights issued by an issuer pro rata
to all holders of a class of securities, to the extent such rights were
acquired from such issuer, and sales of such rights so acquired; and
10. Purchases or sales that receive prior approval in writing by the
Preclearance Officer as (a) only remotely potentially harmful to the
Investment Company because they would be very unlikely to affect a highly
institutional market, (b) clearly not economically related to the
securities to be purchased or sold or held by the Investment company or
client, and (c) not representing any danger of the abuses proscribed by
Rule 17j-1, but only if in each case the prospective purchaser has
identified to the Review Officer all factors of which he or she is aware
which are potentially relevant to a conflict of interest analysis,
including the existence of any substantial economic relationship between
his or her transaction and securities held or to be held by the Investment
Company.
VIII. COMPLIANCE PROCEDURES
F. Preclearance
3. An Access Person (other than a Disinterested Trustee) may not, directly or
indirectly, acquire or dispose of beneficial ownership of a security except
as provided below unless:
40
<PAGE>
d. Such purchase or sale has been approved by the Preclearance Officer;
e. The approved transaction is completed on the same day approval is
received; and
f. The Preclearance Officer has not rescinded such approval prior to
execution of the transaction.
4. Each Access person may effect total purchase and sales of up to
$25,000 of securities listed on a national securities exchange or on
NASDAQ within any six month period without preclearance from the Board
of Trustees or the Preclearance Officer provided that:
d. The six month period is a "rolling" period, i.e., the limit is
applicable between any two dates which are six months apart;
e. Transactions in options and futures, other than options or futures on
commodities, will be included for purposes of calculating whether the
$25,000 limit has been exceeded. such transactions will be measured by
the value of the securities underlying options and futures; and
f. although preclearance is not required for personal transactions in
securities which fall into this "de minimis" exception, these trades
must still be reported on a quarterly basis pursuant to Section V.B.2.
hereunder, if such transactions are reportable.
G. Reporting
5. Coverage: Each Access Person (other than Disinterested Trustees) shall
file with the Review Officer confidential quarterly reports containing
the information required in Section V.B.2 hereunder with respect to
all transactions during the preceding quarter in any securities in
which such person has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership, provided that no Access
Person shall be required to report transactions effected for any
account over which such Access Person has no direct or indirect
influence or control (except that such an Access Person must file a
written certification stating that he or she has no direct or indirect
influence or control over the account in question).
6. Filings: Every report shall be made no later than ten days after the
end of the calendar quarter in which the transaction to which the
report relates was effected, and shall contain the following
information:
e. The date of the transaction, the title and the number of shares
and the principal amount of each security involved;
f. The nature of the transaction (i.e. purchase, sale, or any other
type of acquisition or disposition);
g. The price at which the transaction was effected; and
h. The name of the broker, dealer or bank with or through whom the
transaction was effected.
7. Any report may contain a statement that it shall not be construed as
an admission by the person making the report that he or she has any
direct or indirect beneficial ownership in the security to which the
report relates.
8. Confirmations: All Access Persons (other than Disinterested Trustees)
shall direct their brokers to supply the Investment Company's Review
Officer on a timely basis, duplicate copies of all personal securities
transactions.
H. Review
41
<PAGE>
In reviewing transactions and holding reports, the Review Officer shall take
into account the exemptions allowed under Section IV.G. hereunder. Before making
a determination that a violation has been committed by an Access Person, the
Review Officer shall give such person an opportunity to supply additional
information regarding the transaction in question. Each Fund, investment adviser
or principal underwriter shall maintain a list of names of appropriate
management and compliance personnel responsible for reviewing securities
transactions and holdings reports.
I. Disclosure of Personal Holdings
All Advisory Persons shall disclose personal securities holdings upon
commencement of employment and thereafter on an annual basis.
J. Certification of Compliance
Each Access Person is required to certify annually that he or she has read and
understood this Code and recognizes that he or she is subject to the Code.
Further, each Access Person is required to certify annually that he or she has
complied with all the requirements of this Code and that he or she has disclosed
or reported all personal securities transactions pursuant to the requirements of
the Code.
IX. REQUIREMENTS FOR DISINTERESTED TRUSTEES
C. No report is required if such person is a Disinterested Trustee, and such
person would be required to make such report solely by reason of being a
Trustee, except where such Trustee knew, or in the ordinary course of
fulfilling his official duties as a Trustee of the Funds, should have known
that during the fifteen day period immediately preceding or after the date
of the transaction in a security by the Trustee, such security is or was
purchased or sold, or considered for purchase or sale by the Funds.1
D. Notwithstanding the preceding section, any Disinterested Trustee may, at
his or her option, report the information described in Section V.B.2. above
with respect to any one or more transactions and may include a statement
that the report shall not be construed as an admission that the person knew
or should have known of portfolio transactions by the Investment Company in
such securities.
VII. REVIEW BY THE BOARD OF TRUSTEES
The Board of Trustees, including a majority of Trustees who are not interested
persons, must approve the Code of Ethics of the Fund, the Code of Ethics of each
investment adviser and principal underwriter of the Fund, and any material
changes to these Codes. The board must base its approval of a Code and any
material changes to the Code based on a determination that the Code contains
provisions reasonably necessary to to prevent Access Persons from engaging in
any conduct prohibited by paragraph III. of these policies and procedures.
Before approving a Code of a Fund, investment adviser or principal underwriter
or any
----------
(1) This provision shall not be applicable to trading activity in the
passively-managed Index Funds
42
<PAGE>
amendment to the Code, the Board of Trustees must receive a certification
from the Fund, investment adviser or principal underwriter that it has adopted
procedures reasonably necessary to prevent Access Persons from violating the
investment adviser's or principal underwriter's Code of Ethics. The Fund's board
must approve the Code of an investment adviser or principal underwriter before
initially retaining the services of the investment adviser or principal
underwriter. The Fund's board must approve a material change to a Code no later
than six months after adoption of the material change.
At least annually, the Review Officer shall provide to the Board of Trustees:
E. A review of all existing procedures concerning Access Persons' personal
trading activities and any procedural changes made during the past year;
F. Any recommended changes to the Investment Company's Code or procedures; and
G. A written report describing any issues or violations that occurred during
the past year, including, but not limited to, information about material
Code or procedural violations and sanctions imposed in response to those
violations.
H. Certification that the Fund, investment adviser or principal underwriter
has adopted procedures reasonably necessary to prevent its access persons
from violating its Code of Ethics.
IX. SANCTIONS
C. Sanctions for Violations By Access Persons (Except Disinterested Trustees)
If the Review Officer determines that a violation of this Code has occurred, he
or she shall so advise the Board of Trustees and the Board may impose such
sanctions as it deems appropriate, including inter alia, disgorgement of
profits, censure, suspension or termination of the employment of the violator.
All material violations of the code and any sanctions imposed as a result
thereto shall be reported periodically to the Board of Trustees.
D. Sanctions for Violations by Disinterested Trustees
If the Review Officer determines that any Disinterested Trustee has violated
this code, he or she shall so advise the President of the Investment Company and
also a committee consisting of the Disinterested Trustees (other than the person
whose transaction is at issue) and shall provide the committee with a report,
including the record of pertinent actual or contemplated portfolio transactions
of the Investment Company and any additional information supplied by the person
whose transaction is at issue. The committee, at its option, shall either impose
such sanctions as it deems appropriate or refer the matter to the full Board of
Trustees of each Trust, which shall impose such sanctions as it deems
appropriate.
X. MISCELLANEOUS
43
<PAGE>
E. Access Persons
The Review Officer of the Investment Company will identify all Access Persons
who are under a duty to make reports to the Investment Company and will inform
such person so of such duty. Any failure by the Review Officer to notify any
person of his or her duties shall not relieve such person of his or her
obligations hereunder.
F. Records
The Investment Company's administrator shall maintain records in the manner and
to the extent set froth below, which records may be maintained on microfilm
under the conditions described in Rule 31a-2(f) under the 1940 Act, and shall be
available for examination by representatives of the Securities and Exchange
Commission ("SEC"):
5. 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;
6. 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;
7. A copy of each report made pursuant to 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; and
8. A list of all persons who are required, or within the past five years
have been required, to make reports pursuant to this Code shall be
maintained in an easily accessible place.
G. Confidentiality
All reports of securities transactions and any other information filed pursuant
to this Code shall be treated as confidential, except to the extent required by
Law.
H. Interpretation of Provisions
The Board of Trustees of the Investment Company may from time to time adopt such
interpretations of this Code as it deems appropriate.
44
<PAGE>
BT INVESTMENT FUNDS PRESERVATIONPLUS FUND
BT INSTITUTIONAL FUNDS PRESERVATIONPLUS INCOME FUND
THE LEADERSHIP TRUST U.S. BOND INDEX PORTFOLIO
EAFE INDEX PORTFOLIO
SMALL CAP PORTFOLIO EQUITY 500 INDEX PORTFOLIO
CASH MANAGEMENT PORTFOLIO ASSET MANAGEMENT I,II & III
PORTFOLIO
TREASURY MONEY PORTFOLIO CAPITAL APPRECIATION PORTFOLIO
DAILY ASSETS FUND EQUITY APPRECIATION PORTFOLIO
INSTITUTIONAL TREASURY ASSETS FUND SMALL CAP INDEX PORTFOLIO
LIQUID ASSETS FUND QUANTITATIVE EQUITY FUND
TAX FREE MONEY PORTFOLIO INTERMEDIATE TAX FREE PORTFOLIO
NY TAX FREE MONEY PORTFOLIO BT INVESTMENT PORTFOLIOS
INTERNATIONAL EQUITY PORTFOLIO BT INSURANCE FUNDS TRUST
LATIN AMERICAN EQUITY PORTFOLIO (each, an "Investment Company")
PACIFIC BASIN EQUITY PORTFOLIO
GLOBAL EMERGING MARKETS EQUITY
PORTFOLIO
TRANSACTION REPORT
To:____________________________, Review Officer
From:______________________________________
(Your name)
This Transaction Report (the "Report") is submitted pursuant to Section
V of the Code of Ethics, as of [ , 1999] (the Code), of the above referenced
Trust and supplies (below) information with respect to transactions in any
security in which I may be deemed to have, or by reason of such transaction
acquire, any direct or indirect beneficial ownership interest (whether or not
such security is a security held or to be acquired by the Investment Company)
for the calendar quarter ended ____________.
Unless the context otherwise requires, all terms used in this Report
shall have the same meaning as set forth in the Code.
For purposes of this Report, beneficial ownership shall be interpreted
subject to the provisions of the Code and Rule 16a-1(a) (exclusive of Section
(a)(1) of such Rule) of the Securities Exchange Act of 1934.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Nature of
Transaction, Name of the
Whether Broker, Dealer,
Purchase, Sale Principal Amount or Bank with
Date of or Other type of of Securities Price at Which Whom the
Disposition of Acquired Or Transaction the Transaction Ownership Was Nature of
Title of Securities Transaction Acquisition Disposed Of was Effected Effected Securities*
----------- ----------- ----------- --------------- --------------- -----------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*If appropriate, you may disclaim beneficial ownership of any security listed in
this Report.
45
<PAGE>
I HEREBY CERTIFY THAT I (1) HAVE READ AND UNDERSTAND THE CODE OF THE
INVESTMENT COMPANY (2) RECOGNIZE THAT I AM SUBJECT TOT HE CODE, (3) HAVE
COMPLIED WITH THE REQUIREMENTS OF THE CODE OVER THE PAST YEAR*, (4) HAVE
DISCLOSED ALL PERSONAL SECURITIES TRANSACTIONS OVER THE PAST YEAR* REQUIRED TO
BE DISCLOSED BY THE CODE, (5) HAVE SOUGHT AND OBTAINED PRECLEARANCE WHENEVER
REQUIRED BY THE CODE AND (6) CERTIFY THAT TO THE BEST OF MY KNOWLEDGE THE
INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
NAME (Print):
________________________________________________________________________________
SIGNATURE:
________________________________________________________________________________
DATE:
________________________________________________________________________________
(*) OR PORTION THEREOF DURING WHICH THE CODE HAS BEEN IN EFFECT.
46
<PAGE>
BT INVESTMENT FUNDS
BT INSTITUTIONAL FUNDS
BT PYRAMID MUTUAL FUNDS
THE LEADERSHIP TRUST
BT INVESTMENT PORTFOLIO
BT INSURANCE FUNDS TRUST
CASH MANAGEMENT PORTFOLIO
TREASURY MONEY PORTFOLIO
INSTITUTIONAL TREASURY ASSETS FUND
DAILY ASSETS FUND
LIQUID ASSETS FUND
TAX FREE MONEY PORTFOLIO
NY TAX FREE MONEY PORTFOLIO
PRESERVATIONPLUS FUND
PRESERVATIONPLUS INCOME FUND
INTERNATIONAL EQUITY PORTFOLIO
LATIN AMERICAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
GLOBAL EMERGING MARKETS EQUITY PORTFOLIO
QUANTITATIVE EQUITY FUND
SMALL CAP PORTFOLIO
EQUITY 500 INDEX PORTFOLIO
EAFE INDEX PORTFOLIO
U.S. BOND INDEX PORTFOLIO
SMALL CAP INDEX PORTFOLIO
ASSET MANAGEMENT I, II & III PORTFOLIOS
CAPITAL APPRECIATION PORTFOLIO
EQUITY APPRECIATION PORTFOLIO
INTERMEDIATE TAX FREE PORTFOLIO
47
<PAGE>
PERSONAL TRADING REQUEST AND AUTHORIZATION
This Personal Trading Request and Authorization is submitted pursuant
to the Code of Ethics as of [ , 1999] (the "Code") of the above referenced.
Unless the context otherwise requires, all terms used herein shall have the same
meaning as set forth in the Code.
Personal Trading Request (to be completed by Access Person prior to any personal
trade):
Name of Access Person: _________________________________________________________
Date of proposed transaction:
_________________________________________________
Name of the issuer and dollar amount or number of securities of the issuer to be
purchased or sold:
________________________________________________________________________________
Nature of the transaction (i.e. purchase, sale)(1):
________________________________________________________________________________
Are you or is a member of your immediate family an officer, trustee, or director
of the issuer of the securities or any affiliate(2) of the issuer?
|_| Yes |_| No
If yes, please describe:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(1) If other than market order, please describe any proposed limits.
(2) For purposes of this question, "affiliate" includes (I) any entity that
directly or indirectly owns, controls or holds with power to vote 5% or
more of the outstanding voting securities of the issuer and (II) any entity
under common control with the issuer.
<PAGE>
Describe the nature of any direct or indirect professional or business
relationship that you may have with the issuer of the securities.(3)
________________________________________________________________________________
________________________________________________________________________________
Do you have an material nonpublic information concerning the issuer?
|_| Yes |_| No
Do you beneficially own more than 1/2 of 1% of the outstanding equity securities
of the issuer?
|_| Yes |_| No
If yes, please report the name of the issuer and the total number of
shares "beneficially owned":
________________________________________________________________________________
________________________________________________________________________________
Are you aware of any facts regarding the proposed transaction, including the
existence of any substantial economic relationship between the proposed
transaction and any securities held or to be acquired by the Investment Company,
that may be relevant to a determination as to the existence of a potential
conflict of interest?(4)
|_| Yes |_| No
If yes, please describe:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(3) A "professional relationship" includes, for example, the provision of legal
counsel or accounting services. a "business relationship" includes, for
example, the provision of consulting services or insurance coverage.
(4) Facts that would be responsive to this question would include, for example
the receipt of "special favors" from a stock promoter, including
participation in a private placement or initial public offering as an
inducement to purchase other securities for the Investment Company. Another
example would be investment in securities of a limited partnership that in
turn owned warrants of a company formed for the purpose of effecting a
leveraged buy-out in circumstances where the Investment Company might
invest in securities related to a leveraged buy-out. The foregoing are only
examples of pertinent facts and in no way limit the types of facts that may
be responsive to this question.
<PAGE>
To the best of my knowledge and belief, the answers I have provided above are
true and correct.
Dated: ______________________
___________________________________________
Signature of Access Person
Approval or Disapproval of Personal Trading Request (to be completed by
Preclearance Officer) prior to personal trade:
___ I confirm that the above-described proposed transaction appears to be
consistent with the policies described in the Code and that the
conditions necessary(5) for approval of the proposed transaction have
been satisfied.
___ I do not believe that the above-described proposed transaction appears to
be consistent with the policies described in the Code or that the
conditions necessary for the approval of the proposed transaction have
been satisfied.
Dated: ___________________________
__________________________________________
Signature of Preclearance Officer
________________________________________________________________________________
(5) In the case of a personal securities transaction by an Access Person of the
Investment Company (other than Disinterested Trustees), the Code requires
that the Preclearance Officer determine that the proposed personal
securities transaction (I) is not potentially harmful to the Investment
Company (II) would be unlikely to affect the market in which the Investment
Company's portfolio securities are traded, and (III) is not related
economically to securities to be purchased, sold, or held by the Investment
Company. In addition, the Code requires that the Preclearance Officer
determine that the decision to purchase or sell the security at issue is
not he result of information obtained in the course of the Access Person's
relationship with the Investment Company.
<PAGE>
EXHIBIT A
BT INVESTMENT FUNDS
BT INSTITUTIONAL FUNDS
BT PYRAMID MUTUAL FUNDS
THE LEADERSHIP TRUST
BT INVESTMENT PORTFOLIO
BT INSURANCE FUNDS TRUST
CASH MANAGEMENT PORTFOLIO
TREASURY MONEY PORTFOLIO
INSTITUTIONAL TREASURY ASSETS FUND
DAILY ASSETS FUND
LIQUID ASSETS FUND
TAX FREE MONEY PORTFOLIO
NY TAX FREE MONEY PORTFOLIO
PRESERVATIONPLUS FUND
PRESERVATIONPLUS INCOME FUND
INTERNATIONAL EQUITY PORTFOLIO
LATIN AMERICAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
GLOBAL EMERGING MARKETS EQUITY PORTFOLIO
QUANTITATIVE EQUITY FUND
SMALL CAP PORTFOLIO
EQUITY 500 INDEX PORTFOLIO
EAFE INDEX PORTFOLIO
U.S. BOND INDEX PORTFOLIO
SMALL CAP INDEX PORTFOLIO
ASSET MANAGEMENT I, II & III PORTFOLIOS
CAPITAL APPRECIATION PORTFOLIO
EQUITY APPRECIATION PORTFOLIO
INTERMEDIATE TAX FREE PORTFOLIO
