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EMPLOYEE INVESTMENT TRANSACTION POLICY
FOR
BLACKROCK, INC.
AND
ITS AFFILIATED COMPANIES
Effective March 1, 2000
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EMPLOYEE INVESTMENT TRANSACTION POLICY
TABLE OF CONTENTS
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TABLE OF CONTENTS................................................................................................i
I. PREAMBLE................................................................................................1
A. General Principles.............................................................................1
B. The General Scope Of The Policy's Application To Personal Investment Transactions..............3
C. The Organization Of This Policy................................................................3
D. Questions......................................................................................4
II. PERSONAL INVESTMENT TRANSACTIONS........................................................................4
A. In General.....................................................................................4
B. Reporting Obligations..........................................................................4
1. Use Of Broker-Dealers And Futures Commission Merchants................................4
2. Initial Report........................................................................5
3. New Accounts..........................................................................6
4. Timely Reporting Of Investment Transactions...........................................6
5. Related Accounts......................................................................6
6. Exemptions From Reporting.............................................................7
C. Prohibited Or Restricted Investment Transactions...............................................7
1. Initial Public Offerings..............................................................7
2. Private Placements....................................................................8
D. Investment Transactions Requiring Prior Notification...........................................8
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1. Prior Notification Procedure..........................................................8
2. Exemptions From Prior Notification....................................................9
(a) Transactions Exempt From Prior Notification..................................9
(b) Securities Exempt From Prior Notification...................................10
(c) Futures Contracts Exempt From Prior Notification............................10
E. Ban On Short-Term Trading Profits.............................................................10
F. Blackout Periods..............................................................................11
1. Specific Blackout Periods............................................................11
2. Exemptions From Blackout Restrictions................................................12
III. INSIDE INFORMATION AND SERVICE AS A DIRECTOR...........................................................12
A. Inside Information............................................................................12
B. Service As A Director.........................................................................13
IV. EXEMPTIONS.............................................................................................13
V. COMPLIANCE.............................................................................................14
A. Certifications................................................................................14
1. Upon Receipt Of This Policy..........................................................14
2. Annual Certificate Of Compliance.....................................................14
B. Supervisory Procedures........................................................................15
1. The Compliance Committee.............................................................15
2. The Compliance Officer...............................................................15
3. Post-Trade Monitoring And Investigations.............................................15
4. Remedial Actions.....................................................................16
5. Reports Of Violations Requiring Significant Remedial Action..........................16
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6. Annual Reports.......................................................................17
VI. EFFECTIVE DATE.........................................................................................17
APPENDICES
I Definitions Of Capitalized Terms.....................................................................
II Acknowledgment Of Receipt Of The Policy.............................................................
III Annual Certification Of Compliance With The Policy.................................................
IV Initial Report Of Accounts..........................................................................
V Request For Duplicate Broker Reports.................................................................
VI Investment Transaction Prior Notification Form......................................................
VII Fully Discretionary Account Form...................................................................
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EMPLOYEE INVESTMENT TRANSACTION POLICY
FOR BLACKROCK, INC. AND
ITS AFFILIATED COMPANIES
I. PREAMBLE
A. GENERAL PRINCIPLES
This Employee Investment Transaction Policy (the "Policy") is based on the
principle that you, as an officer, director or other Advisory Employee of an
Advisor affiliated with BlackRock, Inc. ("BlackRock"), owe a fiduciary duty of
undivided loyalty to the registered investment companies, institutional
investment clients, personal trusts and estates, guardianships, employee benefit
trusts, and other Advisory Clients which that Advisor serves.(1) Accordingly,
you must avoid transactions, activities, and relationships that might interfere
or appear to interfere with making decisions in the best interests of those
Advisory Clients.
At all times, you must observe the following GENERAL PRINCIPLES:
1. YOU MUST PLACE THE INTERESTS OF ADVISORY CLIENTS FIRST. As a
fiduciary you must scrupulously avoid serving your own personal
interests ahead of the interests of Advisory Clients. You must
adhere to this general
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(1) This Policy uses a number of CAPITALIZED TERMS, e.g, Advisor Advisory
Client, Advisory Employee, Beneficial Ownership, Exempt Security, Fixed Income
Security, Fully Discretionary Account, Futures Contract, Immediate Family,
Investment Transaction, Personal Account, Portfolio Employee, Portfolio Manager,
Related Account, and Security. The first time a capitalized term is used, a
definition is stated in the text or in a footnote. The full definitions of these
capitalized terms are set forth in Appendix 1. TO UNDERSTAND YOUR
RESPONSIBILITIES UNDER THE POLICY, IT IS IMPORTANT THAT YOU REVIEW AND
UNDERSTAND ALL OF THE DEFINITIONS OF CAPITALIZED TERMS IN APPENDIX 1. As
indicated in Appendix 1:
The term "ADVISOR" means any entity affiliated with BlackRock, whether now
in existence or formed after the date hereof, that is registered as (i) an
investment advisor under the Investment Advisers Act of 1940, as amended,
or (ii) a broker-dealer under the Securities Exchange Act of 1934, as
amended, other than any such investment advisor or broker-dealer that has
adopted its own employee investment transaction policy.
The term "ADVISORY CLIENT" means a registered investment company, an
institutional investment client, a personal trust or estate, a
guardianship, an employee benefit trust, or another client with which the
Advisor by which you are employed or with which you are associated has an
investment management, advisory or sub-advisory contract or relationship.
The term "ADVISORY EMPLOYEE" means an officer, director, or employee of an
Advisor, or any other person identified as a "control person" on the Form ADV or
the Form BD filed by the Advisor with the U.S. Securities and Exchange
Commission, (1) who, in connection with his or her regular functions or duties,
generates, participates in, or obtains information regarding that Advisor's
purchase or sale of a Security by or on behalf of an Advisory Client; (2) whose
regular functions or duties relate to the making of any recommendations with
respect to such purchases or sales; (3) who obtains information or exercises
influence concerning investment recommendations made to an Advisory Client of
that Advisor; or (4) who has line oversight or management responsibilities over
employees described in (1), (2) or (3), above.
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fiduciary principle as well as comply with the Policy's specific
provisions. Technical compliance with the Policy will not automatically
insulate from scrutiny any Investment Transaction(2) that indicates an
abuse of your fiduciary duties or that creates an appearance of such abuse.
Your fiduciary obligation applies not only to your personal Investment
Transactions but also to actions taken on behalf of Advisory Clients. In
particular, you may not cause an Advisory Client to take action, or not to
take action, for your personal benefit rather than for the benefit of the
Advisory Client. For example, you would violate this Policy if you caused
an Advisory Client to purchase a Security you owned for the purpose of
increasing the value of that Security. If you are a Portfolio Employee,(3)
you would also violate this Policy if you made a personal investment in a
Security that might be an appropriate investment for an Advisory Client
without first considering the Security as an investment for the Advisory
Client.
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(2)For purposes of this Policy, the term "INVESTMENT TRANSACTION" means any
transaction in a Security or Futures Contract in which you have, or by reason of
the transaction will acquire, a Beneficial Ownership interest.
As a GENERAL MATTER, the term "SECURITY" means any stock, note, bond,
debenture or other evidence of indebtedness (including any loan participation or
assignment), limited partnership interest or investment contract OTHER THAN AN
EXEMPT SECURITY (as defined above). The term "Security" includes an option on a
Security, an index of Securities, a currency or a basket of currencies,
including such an option traded on the Chicago Board of Options Exchange or on
the New York, American, Pacific or Philadelphia Stock Exchanges as well as such
an option traded in the over-the-counter market. The term "Security" does not
include a physical commodity or a Futures Contract.
The term "FUTURES CONTRACT" includes (a) a futures contract and an option
on a futures contract traded on a U.S. or foreign board of trade, such as the
Chicago Board of Trade, the Chicago Mercantile Exchange, the New York Mercantile
Exchange, or the London International Financial Futures Exchange (a
"Publicly-Traded Futures Contract"), as well as (b) a forward contract, a
"swap", a "cap", a "collar", a "floor" and an over-the-counter option (other
than an option on a foreign currency, an option on a basket of currencies, an
option on a Security or an option on an index of Securities) (a
"Privately-Traded Futures Contract").
As a general matter, you are considered to have a "BENEFICIAL OWNERSHIP"
interest in a Security or Futures Contract if you have the opportunity, directly
or indirectly, to profit or share in any profit derived from a transaction in
that Security or Futures Contract. YOU ARE PRESUMED TO HAVE A BENEFICIAL
OWNERSHIP INTEREST IN ANY SECURITY OR FUTURES CONTRACT HELD, INDIVIDUALLY OR
JOINTLY, BY YOU AND/OR BY A MEMBER OF YOUR IMMEDIATE FAMILY (AS DEFINED BELOW).
In addition, unless specifically excepted by the Compliance Officer based on a
showing that your interest or control is sufficiently attenuated to avoid the
possibility of a conflict, you will be considered to have a Beneficial Ownership
interest in a Security held by: (1) a JOINT ACCOUNT to which you are a party,
(2) a PARTNERSHIP in which you are a general partner, (3) a LIMITED LIABILITY
COMPANY in which you are a manager-member, (4) a trust in which you or a member
of your Immediate Family has an interest or (5) an INVESTMENT CLUB in which you
are a member.
See Appendix I for more complete definitions of the terms "Beneficial
Ownership," "Futures Contract," and "Security."
(3) The term "PORTFOLIO EMPLOYEE" means a Portfolio Manager or an Advisory
Employee who provides information or advice to a Portfolio Manager, who helps
execute a Portfolio Manager's decisions, or who directly supervises a Portfolio
Manager. The term "PORTFOLIO MANAGER" means any employee of an Advisor who has
the authority, whether sole or shared or only from time to time, to make
investment decisions or to direct trades affecting an Advisory Client.
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2. YOU MUST CONDUCT ALL OF YOUR PERSONAL INVESTMENT TRANSACTIONS IN
FULL COMPLIANCE WITH THIS POLICY, THE PNC CODE OF ETHICS, AND THE
OTHER POLICIES OF PNC BANK CORP. ("PNC") (including the policies
that prohibit insider trading or that restrict trading in PNC
Securities). BlackRock encourages you and your family to develop
personal investment programs. However, those investment programs
must remain within boundaries reasonably necessary to insure that
appropriate safeguards exist to protect the interests of our
Advisory Clients and to avoid even the APPEARANCE of unfairness
or impropriety. Doubtful situations should be resolved in favor
of our Advisory Clients and against your personal Investment
Transactions.
3. YOU MUST NOT TAKE INAPPROPRIATE ADVANTAGE OF YOUR POSITION. The
receipt of investment opportunities, perquisites, gifts or
gratuities from persons seeking to do business, directly or
indirectly, with BlackRock, an affiliate, or an Advisory Client
could call into question the independence of your business
judgment. Doubtful situations should be resolved against your
personal interests.
B. THE GENERAL SCOPE OF THE POLICY IS APPLICATION TO PERSONAL INVESTMENT
TRANSACTIONS
Rule 17j -I under the Investment Company Act of 1940, as amended, requires
REPORTING of all personal Investment Transactions in Securities (other than
certain "Exempt Securities") by Advisory Employees, whether or not they are
Securities that might be purchased or sold by or on behalf of an Advisory
Client. This Policy implements that reporting requirement.
However, since a primary purpose of the Policy is to avoid conflicts of
interest arising from personal Investment Transactions in Securities and other
instruments that are held or might be acquired on behalf of Advisory Clients,
this Policy only places RESTRICTIONS on personal Investment Transactions in such
investments. This Policy also requires reporting and restricts personal
Investment Transactions in certain Futures Contracts which, although they are
not Securities, are instruments that Advisors buy and sell for Advisory Clients.
Although this Policy applies to all officers, directors and other Advisory
Employees of BlackRock, the Policy recognizes that Portfolio Managers, and the
other Portfolio Employees who provide them with advice and who execute their
decisions, occupy more sensitive positions than other Advisory Employees, and
that it is appropriate to subject their personal Investment Transactions to
greater restrictions.
C. THE ORGANIZATION OF THIS POLICY
The remainder of this Policy is divided into four main topics. Section II
concerns PERSONAL INVESTMENT TRANSACTIONS. Section III describes restrictions
that apply to Advisory Employees who receive INSIDE INFORMATION or seek to serve
on a BOARD OF DIRECTORS OR SIMILAR GOVERNING BODY. Section IV outlines the
procedure for seeking case-by-case EXEMPTIONS from
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the Policy's requirements. Section V summarizes the methods for ensuring
COMPLIANCE under this Policy. In addition, the following APPENDICES are also a
part of this Policy:
I. Definitions Of Capitalized Terms
II. Acknowledgment Of Receipt Of The Policy
III. Annual Certification Of Compliance With The Policy
IV. Initial Report Of Accounts
V. Request For Duplicate Broker Reports
VI. Investment Transaction Prior Notification Form
VII. Fully Discretionary Account Form
D. QUESTIONS
Questions regarding this Policy should be addressed to the Compliance
Officer. If you have any question regarding the interpretation of this Policy or
its application to a potential Investment Transaction, you should consult the
Compliance Officer BEFORE you execute that transaction.
II. PERSONAL INVESTMENT TRANSACTIONS
A. IN GENERAL
Subject to the limited exceptions described below, you are required to
REPORT all Investment Transactions in Securities and Futures Contracts made
by you, a member of your Immediate Family, a trust or an investment club in
which you have an interest, or on behalf of any account in which you have an
interest or which you direct.(4) In addition, you must provide PRIOR
NOTIFICATION of certain Investment Transactions in Securities and Futures
Contracts that an Advisor holds or may acquire on behalf of an Advisory
Client. (The exercise of an option is an Investment Transaction for purposes
of these requirements.) The details of these reporting and prior notification
requirements are described below.
B. REPORTING OBLIGATIONS
1. USE OF BROKER-DEALERS AND FUTURES COMMISSION MERCHANTS
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(4) The term "IMMEDIATE FAMILY" means any of the following persons who
RESIDE IN YOUR HOUSEHOLD OR WHO DEPEND ON YOU FOR BASIC LIVING SUPPORT: your
spouse, any child, stepchild, grandchild, parent, stepparent, grandparent,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including any adoptive relationships.
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YOU MUST USE A REGISTERED BROKER-DEALER OR FUTURES COMMISSION MERCHANT to
engage in any purchase or sale of a publicly traded Security or Futures
Contract. This requirement also applies to any purchase or sale of a Security or
Futures Contract in which you have, or by reason of the Investment Transaction
will acquire, a Beneficial Ownership interest. Thus, as a general matter, any
Securities or Futures Contract transactions by members of your Immediate Family
will need to be made through a registered broker-dealer or futures concision
merchant.
2. INITIAL REPORT
Within 10 days of commencing employment or within 10 days of any event
that causes you to become subject to this Policy, you must supply to the
Compliance Officer copies of the most recent statements for each and every
Personal Account and Related Account that holds or is likely to hold a
Security or Futures Contract in which you have a Beneficial Ownership
interest, as well as copies of confirmations for any and all transactions
subsequent to the effective dates of those statements.(5) These documents
should be supplied to the Compliance Officer by attaching them to the form
attached hereto as Appendix IV.
On that same form you should supply the name of any registered
broker-dealer and/or futures commission merchant and the number for any Personal
Account and Related Account that holds or is likely to hold a Security or
Futures Contract in which you have a Beneficial Ownership interest for which you
CANNOT supply the most recent account statement. You must also certify, where
indicated on the form, that the contents of the form and the documents attached
thereto disclose all such Personal Accounts and Related Accounts.
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(5) The term "PERSONAL ACCOUNT" means the following accounts that hold or
are likely to hold a Security or Futures Contract in which you have a Beneficial
Ownership interest:
- any account in your individual name;
- any joint or tenant-in-common account in which you have an interest or
are a participant;
- any account for which you act as trustee, executor, or custodian; and
- any account over which you have investment discretion or have the
power (whether or not exercised) to direct the acquisition or
disposition of Securities or Futures Contracts (other than an Advisory
Client's account that you manage or over which you have investment
discretion), including the accounts of any individual or entity that
is managed or controlled directly or indirectly by or through you,
such as the account of an investment club to which you belong. There
is a presumption that you can control accounts held by members of your
Immediate Family sharing the same household. This presumption may be
rebutted only by convincing evidence.
The term "RELATED ACCOUNT" means any account, other than a Personal
Account, that holds a Security or Futures Contract in which you have a direct or
indirect Beneficial Ownership interest (other than an account over which you
have no investment discretion and cannot otherwise exercise control) and any
account (other than an Advisory Client's account) of any individual or entity to
whom you give advice or make recommendations with regard to the acquisition or
disposition of Securities or Futures Contracts (whether or not such advice is
acted upon).
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In addition, you must also supply, where indicated on the form, the
following information for each Security or Futures Contract in which you have a
Beneficial Ownership interest, to the extent that this information is not
available from the statements attached to the form:
1. A description of the Security or Futures Contract, including its
name or title,
2. The quantity (e.g., in terms of numbers of shares, units or
contracts) and value (in dollars) of the Security or Futures
Contract; and
3. The custodian of the Security or Futures Contract.
3. NEW ACCOUNTS
Upon the opening of a new Personal Account or a Related Account that holds
or is likely to hold a Security or a Futures Contract in which you have a
Beneficial Ownership interest, you must give written notice to the Compliance
Officer of the name of the registered broker-dealer or futures commission
merchant for that account, the identifying number for that Personal Account or
Related Account and the date that the account was established.
4. TIMELY REPORTING OF INVESTMENT TRANSACTIONS
You must cause each broker-dealer or futures commission merchant that
maintains a Personal Account or a Related Account that holds a Security or a
Futures Contract in which you have a Beneficial Ownership interest to provide to
the Compliance Officer, on a timely basis, duplicate copies of confirmations of
all transactions in that account and of periodic statements for that account
("Duplicate Broker Reports"). A form for that purpose is attached hereto as
Appendix V.
In addition, you must report to the Compliance Officer, on a timely basis, any
transaction in a Security or Futures Contract in which you have or acquired a
Beneficial Ownership interest that was made without the use of a registered
broker-dealer or futures commission merchant.
5. RELATED ACCOUNTS
The reporting obligations described above also apply to any Related Account
(as defined in Appendix 1) and to any Investment Transaction in a Related
Account.
It is important that you recognize that the definitions of "Personal
Account," "Related Account" and "Beneficial Ownership" in Appendix I probably
will require you to provide, or to arrange for the broker-dealer or futures
commission merchant to furnish, copies of reports for any account used by or for
a member of your Immediate Family or a trust in which you or a member of your
Immediate Family has an interest, as well as for any other accounts in which you
may have the opportunity, directly or indirectly, to profit or share in the
profit derived from any Investment Transaction in that account, including the
account of any investment club to which you belong.
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6. EXEMPTIONS FROM REPORTING
You need not report Investment Transactions in any account, including a
Fully Discretionary Account,(6) over which neither you nor an Immediate Family
Member has or had any direct or indirect influence or control. For example,
Investment Transactions in the account of your spouse in an employee benefit
plan would not have to be reported if neither you nor your spouse has any
influence or control over those Investment Transactions.
You also need not report Investment Transactions in Exempt Securities nor need
you furnish, or require a broker-dealer or futures commission merchant to
furnish, copies of confirmations or periodic statements for accounts that hold
ONLY Exempt Securities.(7) This includes accounts that only hold U.S. Government
securities, money market interests, or shares in registered open-end investment
companies (I. E., mutual funds). This exemption from reporting will end
immediately, however, at such time as there is an Investment Transaction in that
account in a Security that is not an Exempt Security.
C. PROHIBITED OR RESTRICTED INVESTMENT TRANSACTIONS
1. INITIAL PUBLIC OFFERINGS
As an Advisory Employee, you may not acquire Beneficial Ownership of any
Security in an initial public offering, except that, with the approval of the
Compliance Committee and the General Counsel of BlackRock, you may acquire
Beneficial Ownership of a Security in an initial public offering directed or
sponsored by BlackRock. For purposes of this Policy, an initial public offering
shall not include the purchase of a Security in an initial public offering by
(i) a savings bank to its depositors, (ii) a mutual insurance company to its
policyholders, (iii) an issuer of debt securities (other than debt securities
convertible into common or preferred stock) or (iv)
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(6) The term "FULLY DISCRETIONARY ACCOUNT" means a Personal Account or
Related Account managed or held by a broker-dealer, futures commission merchant,
investment advisor or trustee as to which neither you nor an Immediate Family
Member: (a) exercises any investment discretion; (b) suggests or receives notice
of transactions prior to their execution; and (c) you do not otherwise has any
direct or indirect influence or control. In addition, to qualify as a Fully
Discretionary Account, the individual broker, registered representative or
merchant responsible for that account must not be responsible for nor receive
advance notice of any purchase or sale of a Security or Futures Contract on
behalf of an Advisory Client. To qualify an account as a Fully Discretionary
Account, the Compliance Officer must receive and approve a written notice, in
the form attached hereto as Appendix VIII, that the account meets the foregoing
qualifications as a Fully Discretionary Account.
(7) The term "EXEMPT SECURITY" means any Security (as defined in Appendix
I) not included within the definition of Security in SEC Rule 17j- I (e)(5)
under the Investment Company Act of 1940, as amended, including:
1. A direct obligation of the Government of the United States;
2. Shares of registered open-end investment companies (i.e., mutual
funds); and
3. HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, including, but not limited
to, bankers' acceptances, bank certificates of deposit, commercial
paper and repurchase agreements.
See Appendix I for a more complete definition of "Exempt Security."
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with respect to an Advisory Employee employed by BlackRock International, Ltd. a
building society to its depositors.
2. PRIVATE PLACEMENTS
If you are a Portfolio Employee, you may not acquire Beneficial Ownership
of any Security in a private placement, or subsequently sell that interest,
unless you have received the prior written approval of the Compliance Officer
and of any supervisor designated by the Compliance Officer. Approval will not be
given unless a determination is made that the investment opportunity should not
be reserved for one or more Advisory Clients, and that the opportunity to invest
has not been offered to you by virtue of your position with an Advisor.
If you have acquired Beneficial Ownership of Securities in a private
placement, you must DISCLOSE that investment to your supervisor when you play a
part in any consideration of any investment by an Advisory Client in the issuer
of the Securities, and any decision to make such an investment must be
INDEPENDENTLY REVIEWED by a Portfolio Manager who does not have a Beneficial
Ownership interest in any Securities of the issuer.
D. INVESTMENT TRANSACTIONS REQUIRING PRIOR NOTIFICATION
You must give prior notification to the Compliance Officer of ANY
Investment Transaction in Securities or Futures Contracts in a Personal Account
or Related Account, or in which you otherwise have or will acquire a Beneficial
Ownership interest, unless that Investment Transaction, Security or Futures
Contract falls into one of the following categories that are identified as
"exempt from prior notification." The purpose of prior notification is to permit
the Compliance Officer and the Compliance Committee to take reasonable steps to
investigate whether that Investment Transaction is in accordance with this
Policy. Satisfaction of the prior notification requirement does not, however,
constitute approval or authorization of any Investment Transaction for which you
have given prior notification. As a result, the primary responsibility for
compliance with this Policy rests with you.
1. PRIOR NOTIFICATION PROCEDURE
Prior notification must be given by completing and submitting to the
Compliance Officer a copy of the prior notification form attached hereto as
Appendix VII. No Investment Transaction requiring prior notification may be
executed prior to notice by the Compliance Officer that the prior notification
process has been completed. The time and date of that notice will be reflected
on the prior notification form. Unless otherwise specified, an Investment
Transaction requiring prior notification must be placed and executed by the end
of trading in New York City or, in the case of Advisory Employees employed by
BlackRock International, Ltd., by the end of trading in the United Kingdom on
the day of notice from the Compliance Officer that the prior notification
process has been completed. If a proposed Investment Transaction is not executed
(with the exception of a limit order) within the time specified, you must repeat
the prior notification process before executing the transaction. A notice from a
Compliance Officer that the prior notification process has been completed is no
longer effective if you discover, prior to executing your Investment
Transaction, that the information on your
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prior notification form is no longer accurate, or if the Compliance Officer
revokes his or her notice for any other reason.
The Compliance Officer may undertake such investigation as he or she
considers necessary to investigate whether an Investment Transaction for which
prior notification has been sought complies with the terms of this Policy and is
consistent with the general principles described at the beginning of this
Policy.
As part of that investigation, the Compliance Officer or a designee of the
Compliance Officer will determine whether there is a pending buy OR SELL order
in the same equity Security or Futures Contract, or a Related Security, on
behalf of an Advisory Client.(8) If such an order exists, the Compliance Officer
will not provide notice that the prior notification process has been completed
until the Advisory Client's order is executed or withdrawn.
2. EXEMPTIONS FROM PRIOR NOTIFICATION
Prior notification will not be required for the following Investment
Transactions, Securities and Futures Contracts. They are exempt only from the
Policy's prior notification requirement, and, unless otherwise indicated, remain
subject to the Policy's other requirements, including its reporting
requirements.
(a) Transactions Exempt From Prior Notification
Prior notification is not required for any of the following Investment
Transactions:
1. Any Investment Transaction in a Fully Discretionary Account that
has been approved as such by the Compliance Officer.
2. Purchases of Securities under dividend reinvestment plans.
3. Purchases of Securities by an exercise of rights issued to the
holders of a class of Securities PRO RATA, to the extent those
rights are issued with respect to Securities of which you have
Beneficial Ownership.
4. Acquisitions or dispositions of Securities as the result of a
stock dividend, stock split, reverse stock split, merger,
consolidation, spin-off or other similar corporate distribution
or reorganization applicable to all holders of a class of
Securities of which you have Beneficial Ownership.
5. Purchases of common stock of PNC Bank Corp. under the Employee
Stock Purchase Plan.
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(8) The term "RELATED SECURITY" means, as to any Security, any instrument
related in value to that Security, including, but not limited to, any option or
warrant to purchase or sell that Security, and any Security convertible into or
exchangeable for that Security.
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6. With respect to Advisory Employees who are employed by BlackRock
International, Inc., automatic investments by direct debit into a
personal equity plan (PEP), or similar type of plan in Exempt
Securities if the pre-notification process was completed for the
first such investment.
7. Investment Transactions made by a person who serves on the Board
of Directors of an Advisor and is not involved with the Advisory
operations of such Advisor nor engages in the type of activities
described under (1) (2) or (3) under the term Advisory Employee
as defined in Appendix 1.
(b) Securities Exempt From Prior Notification
Prior notification is not required for an Investment Transaction in an
Exempt Security, as defined in Appendix 1, E.G., U.S. Government securities,
shares in registered open-end investment companies (i.e., mutual funds) and
"high quality short-term debt instruments" (as defined in Appendix 1).
(c) Futures Contracts Exempt From Prior Notification
Prior notification is not required for an Investment Transaction in the
following Futures Contracts:
1. Currency futures.
2. U.S. Treasury futures.
3. Eurodollar futures.
4. Physical commodity futures (e.g., contracts for future delivery
of grain, livestock, fiber or metals).
5. Futures contracts to acquire Fixed Income Securities issued by a
U.S. Government agency, a foreign government, or an international
or supranational agency.
6. Futures contracts on the Standard and Poor's 500 (S&P 500) or the
Dow Jones Industrial Average stock indexes.
7. For Advisory Employees who are employed by BlackRock
International, Ltd., futures contracts on the Financial Times
Stock Exchange 100 (FTSE) Index.
E. BAN ON SHORT- TERM TRADING PROFITS
You may not profit from the purchase and sale, or the sale and purchase,
within 60 calendar days, of the same Securities and/or Related Security. Any
such short-term trade must
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be reversed or unwound, or if that is not practical, the profits must be
disgorged and distributed in a manner determined by the Compliance Committee.
This short-term trading ban does not apply to Investment Transactions in
Exempt Securities (as defined in Appendix I) or in Futures Contracts. This ban
also does not apply to a purchase or sale in connection with a Transaction
Exempt From Prior Notification (as described above in Section II.D.2.(a)), a
transaction in a Fully Discretionary Account or a transaction exempt from the
"blackout" periods pursuant to Section II.F.2 below.
You are considered to profit from a short-term trade if Securities of which
you have Beneficial Ownership (including Securities held by Immediate Family
members) are sold for more than their purchase price, even though the Securities
purchased and the Securities sold are held of record or beneficially by
different persons or entities.
F. BLACKOUT PERIODS
Your ability to engage in certain Investment Transactions may be prohibited
or restricted during the "blackout" periods described below:
1. SPECIFIC BLACKOUT PERIODS
a. You may not purchase or sell a Security, a Related Security,
or Futures Contract at a time when you intend or know of
another's intention to purchase or sell that same Security,
a Related Security, or Futures Contract, on behalf of an
Advisory Client of any Advisor (the "Specific Knowledge
Blackout Period").
b. In addition, if you are a Portfolio Employee, you may not
purchase or sell a Security, a Related Security or a Futures
Contract which you are actively considering or which you
have actively considered and rejected for purchase or sale
for an Advisory Client within the previous 15 calendar days
(the "15 Day Blackout Period") unless the Compliance
Officer, after consultation with your supervisor, has
approved your Investment Transaction.(9)
c. Finally, if you are a PORTFOLIO MANAGER, you may not
purchase or sell a Security, a Related Security, or Futures
Contract within 7 CALENDAR DAYS before or after a
transaction in that Security, a Related Security, or Futures
Contract, by an Advisory Client for which you are
responsible (the "7-Day Blackout Period").
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(9) SEC Rule 17j-1 places restrictions on the purchase or sale of any
"security held or to be acquired" by a registered investment company. Rule
17j-1 (e)(6) defines a "security held or to be acquired" by a registered
investment company as including any security which, within the most recent 15
days, "is being or has been considered by such company or its investment
adviser for purchase by such company."
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For Portfolio Employees or Portfolio Managers, the Compliance Officer will
not give such notice until any applicable 15-Day Blackout Period or 7-Day
Blackout Period has expired or any required approvals or exemptions have been
obtained. An Investment Transaction that violates one of these Blackout
restrictions must be reversed or unwound, or if that is not practical, the
profits must be disgorged and distributed in a manner determined by the
Compliance Committee.
2. EXEMPTIONS FROM BLACKOUT RESTRICTIONS
The foregoing blackout period restrictions do not apply to Investment
Transactions in:
a. Exempt Securities, as defined in Appendix I.
b. Securities of a company listed on the Standard & Poor's 100
(S & P 100) Index.
c. A Futures Contract Exempt From Prior Notification under this
Policy (as described above).
d. A Fully Discretionary Account.
e. With respect to Advisory Employees who are employed by
BlackRock International, Ltd., securities of a company
listed on the Financial Times Stock Exchange 100
(FTSE 100).
III. INSIDE INFORMATION AND SERVICE AS A DIRECTOR
A. INSIDE INFORMATION
As an employee of a subsidiary of PNC, you must comply with the PNC Insider
Trading Policy. A copy of that policy is included in Section E of the PNC Code
of Ethics. In addition, as an Advisory Employee, you must notify the General
Counsel of BlackRock if you receive or expect to receive material non-public
information about an entity that issues securities. The General Counsel will
determine the restrictions, if any, that will apply to your communications and
activities while in possession of that information. In general, those
restrictions will include:
1. An undertaking not to trade, either on your own behalf or on
behalf of an Advisory Client, in the securities of the entity
about which you have material non-public information.
2. An undertaking not to disclose material non-public information to
other Advisory Employees.
3. An undertaking not to participate in discussions with or
decisions by other Advisory Employees relating to the entity
about which you have material non-public information.
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The General Counsel, in cooperation with the Compliance Officer, will maintain a
"restricted list" of entities about which Advisory Employees may have material
non-public information. This "restricted list" will be available to the
Compliance Officer when he or she conducts investigations or reviews related to
the Prior Notification Procedure described previously in Section II(D)(1) or the
Post-Trade Monitoring process described below in Section V(B)(3).
B. SERVICE AS A DIRECTOR
You may not serve on the board of directors or other governing board of any
entity unless you have received the prior written approval of the General
Counsel of PNC, to the extent such .approval is required under the terms of the
PNC Code of Ethics, and the General Counsel of BlackRock. If permitted to serve
on a governing board, an Advisory Employee will be ISOLATED from those Advisory
Employees who make investment decisions regarding the securities of that entity,
through a "Chinese wall" or other procedures determined by the General Counsel
of BlackRock. In general, the "Chinese wall" or other procedures will include:
1. An undertaking not to trade or to cause a trade on behalf of an
Advisory Client in the securities of the entity on whose board
you serve.
2. An undertaking not to disclose material non-public information
about that entity to other Advisory Employees.
3. An undertaking not to participate in discussions with or
decisions by other Advisory Employees relating to the entity on
whose board you serve.
Any entity on whose board an Advisory Employee serves will be included on the
"restricted list" referenced in subsection A, above.
IV. EXEMPTIONS
The Compliance Committee, in its discretion, may grant case-by-case
exceptions to any of the foregoing requirements, restrictions or prohibitions,
except that the Compliance Committee may not exempt any Investment Transaction
in a Security (other than an Exempt Security) or a Futures Contract from the
Policy's reporting requirements. Exemptions from the Policy's prior notification
requirements and from the Policy's restrictions on acquisitions in initial
public offerings, short-term trading and trading during blackout periods will
require a determination by the Compliance Committee that the exempted
transaction does not involve a realistic possibility of violating the general
principles described at the beginning of this Policy. An application for a
case-by-case exemption, in accordance with this paragraph, should be made IN
WRITING to the Compliance Officer, who will promptly forward that written
request to the members of the Compliance Committee.
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V. COMPLIANCE
A. CERTIFICATIONS
1. UPON RECEIPT OF THIS POLICY
Upon commencement of your employment or the effective date of this Policy,
whichever occurs later, you will be required to acknowledge receipt of your copy
of this Policy by completing and returning to the Compliance Officer a copy of
the form attached hereto as Appendix II. By that acknowledgment, you will also
agree:
1. To read the Policy, to make a reasonable effort to understand its
provisions, and to ask the Compliance Officer questions about
those provisions you find confusing or difficult to understand.
2. To comply with the Policy, including its general principles, its
reporting requirements, its prohibitions, its prior notification
requirements, its short-term trading and blackout restrictions.
3. To advise the members of your Immediate Family about the
existence of the Policy, its applicability to their personal
Investment Transactions, and your responsibility to assure that
their personal Investment Transactions comply with the Policy.
4. To cooperate fully with any investigation or inquiry by or on
behalf of the Compliance Officer or the Compliance Committee to
determine your compliance with the provisions of the Policy.
In addition, your acknowledgment will recognize that any failure to comply with
the Policy and to honor the commitments made by your acknowledgment may result
in disciplinary action, including dismissal.
2. ANNUAL CERTIFICATE OF COMPLIANCE
You are required to certify on an annual basis, on a copy of the form
attached hereto as Appendix III, that you have complied with each provision of
your initial acknowledgment (see above). In particular, your annual
certification will require that you certify that you have read and that you
understand the Policy, that you recognize that you are subject to its
provisions, that you complied with the requirements of the Policy during the
year just ended, and that you have disclosed, reported, or caused to be reported
all Investment Transactions required to be disclosed or reported pursuant to the
requirements of the Policy and that you have disclosed, reported or caused to be
reported all Personal Accounts and Related Accounts that hold or are likely to
hold a Security or Futures Contract in which you have a Beneficial Ownership
interest. In addition, you will be required to confirm the accuracy of the
record of information on file with the Advisor with respect to such Personal
Accounts and Related Accounts.
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B. SUPERVISORY PROCEDURES
1. THE COMPLIANCE COMMITTEE
The Policy will be implemented, monitored and reviewed by the Compliance
Committee. The initial members of the Compliance Committee will be appointed by
the management committee of BlackRock. The Compliance Committee, by a simple
majority of its members, may appoint new members of the Committee, may replace
existing members of the Committee, and may fill vacancies on the Committee.
Among other responsibilities, the Compliance Committee will consider requests
for case-by-case exemptions (described above) and will conduct investigations
(described below) of any actual or suspected violations of the Policy. The
Compliance Committee will determine what remedial actions, if any, should be
taken by an Advisor in response to a violation of the Policy. The Compliance
Committee will also provide reports (described below) regarding significant
violations of the Policy and the procedures to implement the Policy. The
Compliance Committee may recommend changes to those procedures or to the Policy
to the management of the Advisors. Finally, the Compliance Committee will
designate one person to act as Compliance Officer for all Advisors.
2. THE COMPLIANCE OFFICER
The Compliance Officer designated by the Compliance Committee will be
responsible for the day-to-day administration of the Policy for all Advisors,
subject to the direction and control of the Compliance Committee. Based on
information supplied by the management of each Advisor, the Compliance Officer
will forward a copy of the Policy to each Advisory Employee subject to the
Policy and will notify each such person of his or her designation as an Advisory
Employee, Portfolio Employee or Portfolio Manager. The Compliance Officer will
also be responsible for administration of the reporting and prior notification
functions described in the Policy, and will maintain the reports required by
those functions. In addition, the Compliance Officer will attempt to answer any
questions from an Advisory Employee regarding the interpretation or
administration of the Policy. When necessary or desirable, the Compliance
Officer will consult with the Compliance Committee about such questions. The
Compliance Officer may designate one or more Assistant Compliance Officers to
whom the Compliance Officer may delegate any of the duties described in this
paragraph or in the succeeding paragraph, and who shall be empowered to act on
the Compliance Officer's behalf when the Compliance Officer is absent or
unavailable.
3. POST-TRADE MONITORING AND INVESTIGATIONS
The Compliance Officer will review the Duplicate Broker Reports and other
information supplied for each Advisory Employee so that the Compliance Officer
can detect and prevent potential violations of the Policy. This information may
also be disclosed to the Advisor's auditors, attorneys and regulators. If, based
on his or her review of information supplied for an Advisory Employee, or based
on other information, the Compliance Officer suspects that the Policy may have
been violated, the Compliance Officer will perform such investigations and make
such inquiries as he or she considers necessary. You should expect that, as a
matter of course, the Compliance Officer will make inquiries regarding any
personal Investment
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Transaction in a Security or Futures Contract that occurs on the same day as a
transaction in the same Security or Futures Contract on behalf of an Advisory
Client. If the Compliance Officer reaches a preliminary conclusion that an
Advisory Employee may have violated this Policy, the Compliance Officer will
report that preliminary conclusion in a timely manner to the Compliance
Committee and will furnish to the Committee all information that relates to the
Compliance Officer's preliminary conclusion. The Compliance Officer may also
report his or her preliminary conclusion and the information relating to that
preliminary conclusion to the Advisor's auditors, attorneys and regulators.
Promptly after receiving the Compliance Officer's report of a possible
violation of the Policy, the Compliance Committee, with the aid and assistance
of the Compliance Officer, will conduct an appropriate investigation to
determine whether the Policy has been violated and will determine what remedial
action should be taken by the Advisor in response to any such violation(s). For
purposes of these determinations, a majority of the Compliance Committee will
constitute a quorum and action taken by a simple majority of that quorum will
constitute action by the Committee.
4. REMEDIAL ACTIONS
The remedial actions that may be recommended by the Compliance Committee
may include, but are not limited to, disgorgement of profits, imposition of a
fine, censure, demotion, suspension or dismissal. As part of any sanction, e.g.,
for violation of the Policy's restrictions on short-term trading or trading
during blackout periods, you may be required to reverse or unwind a transaction
and to forfeit any profit or to absorb any loss from the transaction. If an
Investment Transaction may not be reversed or unwound, you may be required to
disgorge any profits associated with the transaction, which profits will be
distributed in a manner prescribed by the Compliance Committee in the exercise
of its discretion. Profits derived from Investment Transactions in violation of
this Policy may not be offset by any losses from Investment Transactions in
violation of this Policy. Finally, evidence suggesting violations of criminal
laws will be reported to the appropriate authorities, as required by applicable
law.
In determining what, if any, remedial action is appropriate in response to
a violation of the Policy, the Compliance Committee will consider, among other
factors, the gravity of your violation, the frequency of your violations,
whether any violation caused harm or the potential of harm to any Advisory
Client, whether you knew or should have known that your Investment Transaction
violated the Policy, whether you engaged in an Investment Transaction with a
view to making a profit on the anticipated market action of a transaction by an
Advisory Client, your efforts to cooperate with the Compliance Officer's
investigation, and your efforts to correct any conduct that led to a violation.
In rare instances, the Compliance Committee may find that, for equitable
reasons, no remedial action should be taken.
5. REPORTS OF VIOLATIONS REQUIRING SIGNIFICANT REMEDIAL ACTION
In a timely manner, and not less frequently than annually, the Compliance
Committee will report to the management committee of BlackRock, and to the
directors or trustees of each investment company that is an Advisory Client, any
known Policy violation requiring significant
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remedial action (as defined below) and the disposition of that violation. For
this purpose, a SIGNIFICANT REMEDIAL ACTION means any action that has a
significant financial effect on the violator. Evidence suggesting violations of
criminal laws will be reported to the appropriate authorities, as required by
applicable law.
6. ANNUAL REPORTS
The Compliance Committee will furnish an annual report to the management
committee of BlackRock, and to the directors or trustees of each investment
company that is an Advisory Client, that, at a minimum, will:
1. Summarize existing procedures and restrictions concerning
personal investing by Advisory Employees and any changes in those
procedures and restrictions that were made during the previous
year;
2. Summarize any violations of the Policy that resulted in
significant remedial action during the previous year; and
3. Describe any changes in existing procedures or restrictions that
the Compliance Committee recommends based upon its experience
under the Policy, evolving industry practices, or developments in
applicable laws or regulations.
VI. EFFECTIVE DATE
The provisions of this Policy will take effect on October 1, 1998.
Amendments to this Policy will take effect at the time such amendments are
promulgated and distributed to the Advisory Employees governed by this Policy.
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APPENDIX I
DEFINITIONS OF CAPITALIZED TERMS
The following definitions apply to the capitalized terms used in the
Policy:
ADVISOR
The term "Advisor" means any entity affiliated with BlackRock, whether now
in existence or formed after the date hereof, that is registered as (i) an
investment advisor under the Investment Advisers Act of 1940, as amended, or
(ii) a broker-dealer under the Securities Exchange Act of 1934, as amended,
other than any such investment advisor or broker-dealer that has adopted its own
employee investment transaction policy.
ADVISORY CLIENT
The term "Advisory Client" means a registered investment company, an
institutional investment client, a personal trust or estate, a guardianship, an
employee benefit trust, or another client with which the Advisor by which you
are employed or with which you are associated has an investment management,
advisory or sub-advisory contract or relationship.
ADVISORY EMPLOYEE
The term "Advisory Employee" means an officer, director, or employee of
an Advisor, or any other person identified as a "control person" on the Form ADV
or the Form BD filed by the Advisor with the U.S. Securities and Exchange
Commission, (1) who, in connection with his or her regular functions or duties,
generates, participates in, or obtains information regarding that Advisor's
purchase or sale of a Security by or on behalf of an Advisory Client; (2) whose
regular functions or duties relate to the making of any recommendations with
respect to such purchases or sales; or (3) who obtains information or exercises
influence concerning investment recommendations made to an Advisory Client of
that Advisor or who has line oversight or management responsibilities over
employees who obtain such information or who exercise such influence.
BENEFICIAL OWNERSHIP
As a GENERAL MATTER, you are considered to have a "Beneficial Ownership"
interest in a Security or Futures Contract if you have the opportunity, directly
or indirectly, to profit or share in any profit derived from a transaction in
that Security. YOU ARE PRESUMED TO HAVE A BENEFICIAL OWNERSHIP INTEREST IN ANY
SECURITY OR FUTURES CONTRACT HELD, INDIVIDUALLY OR JOINTLY, BY YOU AND/OR BY A
MEMBER OF YOUR IMMEDIATE FAMILY (AS DEFINED BELOW). In addition, unless
specifically excepted by the Compliance Officer based on a showing that your
interest or control is sufficiently attenuated to avoid the possibility of a
conflict, you will be considered to have a Beneficial Ownership interest in a
Security or Futures Contract held by: (1) a JOINT ACCOUNT to which you are a
party, (2) a PARTNERSHIP in which you are a general partner, (3) a LIMITED
LIABILITY COMPANY in which you are a manager-member, or (4) a TRUST in which you
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or a member of your Immediate Family has a vested interest. Although you may
have a Beneficial Ownership interest in a Security or Futures Contract held in a
Fully Discretionary Account (as defined below), the application of this Policy
to such a Security or Futures Contract may be modified by the special exemptions
provided for Fully Discretionary Accounts.
As a TECHNICAL MATTER, the term "Beneficial Ownership" for purposes of this
Policy will be interpreted in the same manner as it would be under SEC Rule
16a-1 (a)(2) in determining whether a person has beneficial ownership of a
security for purposes of Section 16 of the Securities Exchange Act of 1934
and the rules and regulations thereunder.
BLACKROCK
The term "BlackRock" means BlackRock, Inc.
COMPLIANCE COMMITTEE
The term "Compliance Committee" means the committee of persons who have
responsibility for implementing, monitoring and reviewing the Policy, in
accordance with Section V(B)(1) of the Policy.
COMPLIANCE OFFICER
The term "Compliance Officer" means the person designated by the
Compliance Committee as responsible for the day-to-day administration of the
Policy in accordance with Section V(B)(2) of the Policy.
DUPLICATE BROKER REPORTS
The term "Duplicate Broker Reports" means duplicate copies of confirmations
of transactions in your Personal or Related Accounts and of periodic statements
for those accounts.
EXEMPT SECURITY
The term "Exempt Security" means any Security (as defined below) not
included within the definition of Security in SEC Rule 17j-1 (e)(5) under the
Investment Company Act of 1940, as amended, including:
1. A direct obligation of the Government of the United States;
2. Shares of registered open-end investment companies; and
3. HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, including, but not
limited to, bankers' acceptances, bank certificates of deposit,
commercial paper and repurchase agreements. For these purposes, a
"HIGH QUALITY SHORT-TERM DEBT INSTRUMENT" means any instrument
having a maturity at issuance of less than 366 days and which is
rated in one of the highest two rating
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categories by a Nationally Recognized Statistical Rating
Organization, or which is unrated but is of comparable quality.
4. For Advisory Employees employed by BlackRock International, Ltd.,
shares of authorized unit trusts, open-ended investment companies
(OEIC's) and direct obligations of the Government of the United
Kingdom.
FIXED INCOME SECURITIES
For purposes of this Policy, the term "Fixed Income Securities" means fixed
income Securities issued by agencies or instrumentalities of, or unconditionally
guaranteed by, the Government of the United States, corporate debt Securities,
mortgage-backed and other asset-backed Securities, fixed income Securities
issued by state or local governments or the political subdivisions thereof,
structured notes and loan participations, foreign government debt Securities,
and debt Securities of international agencies or supranational agencies. For
purposes of this Policy, the term "Fixed Income Securities" will not be
interpreted to include U.S. Government Securities or any other Exempt Security
(as defined above).
FULLY DISCRETIONARY ACCOUNT
The term "Fully Discretionary Account" means a Personal Account or Related
Account (as defined below) managed or held by a broker-dealer, futures
commission merchant, investment advisor or trustee as to which neither you nor
an Immediate Family Member (as defined below): (a) exercises any investment
discretion; (b) suggests or receives notice of transactions prior to their
execution; and (c) otherwise has any direct or indirect influence or control. In
addition, to qualify as a Fully Discretionary Account, the individual broker,
registered representative or merchant responsible for that account must not be
responsible for nor receive advance notice of any purchase or sale of a Security
or Futures Contract on behalf of an Advisory Client. To qualify an account as a
Fully Discretionary Account, the Compliance Officer must receive and approve a
written notice, in the form attached hereto as Appendix VIII, that the account
meets the foregoing qualifications as a Fully Discretionary Account.
FUTURES CONTRACT
The term "Futures Contract" includes (a) a futures contract and an option
on a futures contract traded on a U.S. or foreign board of trade, such as the
Chicago Board of Trade, the Chicago Mercantile Exchange, the New York Mercantile
Exchange, or the London International Financial Futures Exchange (a
"Publicly-Traded Futures Contract"), as well as (b) a forward contract, a
"swap", a "cap", a "collar", a "floor" and an over-the-counter option (other
than an option on a foreign currency, an option on a basket of currencies, an
option on a Security or an option on an index of Securities, which fall within
the definition of "Security") (a "Privately-Traded Futures Contract"). You
should consult with the Compliance Officer if you have any doubt about whether a
particular Investment Transaction you contemplate involves a Futures Contract.
For purposes of this definition, a Publicly-Traded Futures Contract is defined
by its expiration month, i.e., a Publicly-Traded Futures Contract on a U.S.
Treasury Bond that expires
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in June is treated as a separate Publicly-Traded Futures Contract, when compared
to a Publicly Traded Futures Contract on a U.S. Treasury Bond that expires in
July.
IMMEDIATE FAMILY
The term "Immediate Family" means any of the following persons who reside
in your household or who depend on you for basic living support: your spouse,
any child, stepchild, grandchild, parent, stepparent, grandparent, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including any adoptive relationships.
INVESTMENT TRANSACTION
For purposes of this Policy, the term "Investment Transaction" means any
transaction in a Security or Futures Contract in which you have, or by reason of
the transaction will acquire, a Beneficial Ownership interest. The exercise of
an option to acquire a Security or Futures Contract is an Investment Transaction
in that Security or Futures Contract.
PERSONAL ACCOUNT
The term "Personal Account" means the following accounts that hold or are
likely to hold a Security or Futures Contract in which you have a Beneficial
Ownership interest:
- any account in your individual name;
- any joint or tenant-in-common account in which you have an interest or
are a participant;
- any account for which you act as trustee, executor, or custodian; and
- any account over which you have investment discretion or have the
power (whether or not exercised) to direct the acquisition or
disposition of Securities or Futures Contracts (other than an Advisory
Client's account that you manage or over which you have investment
discretion), including the accounts of any individual or entity that
is managed or controlled directly or indirectly by or through you.
There is a presumption that you can control accounts held by members
of your Immediate Family sharing the same household. This presumption
may be rebutted only by convincing evidence.
POLICY
The term "Policy" means this Employee Investment Transaction Policy.
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PORTFOLIO EMPLOYEE
The term "Portfolio Employee" means a Portfolio Manager or an Advisory
Employee who provides information or advice to a Portfolio Manager, who helps
execute a Portfolio Manager's decisions, or who directly supervises a Portfolio
Manager.
PORTFOLIO MANAGER
The term "Portfolio Manager" means any employee of an Advisor who has the
authority, whether sole or shared or only from time to time, to make investment
decisions or to direct trades affecting an Advisory Client.
RELATED ACCOUNT
The term "Related Account" means any account, other than a Personal
Account, that holds a Security or Futures Contract in which you have a direct or
indirect Beneficial Ownership interest (other than an account over which you
have no investment discretion and cannot otherwise exercise control) and any
account (other than an Advisory Client's account) of any individual or entity to
whom you give advice or make recommendations with regard to the acquisition or
disposition of Securities or Futures Contracts (whether or not such advice is
acted upon).
RELATED SECURITY
The term "Related Security" means, as to any Security, any instrument
related in value to that Security, including, but not limited to, any option or
warrant to purchase or sell that Security, and any Security convertible into or
exchangeable for that Security. For example, the purchase and exercise of an
option to acquire a Security is subject to the same restrictions that would
apply to the purchase of the Security itself.
SECURITY
As a GENERAL MATTER, the term "Security" means any stock, note, bond,
debenture or other evidence of indebtedness (including any loan participation or
assignment), limited partnership interest, or investment contract, OTHER THAN AN
EXEMPT SECURITY (as defined above). The term "Security" includes an OPTION on a
Security, an index of Securities, a currency or a basket of currencies,
including such an option traded on the Chicago Board of Options Exchange or on
the New York, American, Pacific or Philadelphia Stock Exchanges as well as such
an option traded in the over-the-counter market. The term "Security" does not
include a physical commodity or a Futures Contract. The term "Security" may
include an interest in a limited liability company (LLC) or in a private
investment fund.
As a TECHNICAL MATTER, the term "Security" has the meaning set forth in
Section 2(a)(36) of the Investment Company Act of 1940, which defines a Security
to mean:
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Any note, stock, treasury stock, bond debenture, evidence of indebtedness,
certificate of interest or participation in any profit-sharing agreement,
collateral-trust certificate, preorganization certificate or subscription,
transferable share, investment contract, voting trust certificate,
certificate of deposit for a security, fractional undivided interest in
oil, gas, or other mineral rights, any put, call, straddle, option, or
privilege on any security (including a certificate of deposit) or on any
group or index of securities (including any interest therein or based on
the value thereof), or any put, call, straddle, option, or privilege
entered into on a national securities exchange relating to foreign
currency, or, in general, any interest or instrument commonly known as a
"security", or any certificate of interest or instrument commonly known as
a "security", or any certificate of interest or participation in, temporary
or interim certificate for, receipt for, guarantee of, warrant or right to
subscribe to or purchase any of the foregoing,
EXCEPT THAT the term "Security" does not include any Security that is an Exempt
Security (as defined above), a Futures Contract (as defined above), or a
physical commodity (such as foreign exchange or a precious metal).
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APPENDIX II
ACKNOWLEDGMENT OF RECEIPT OF THE POLICY
To: _________________________________
Compliance Officer
I hereby acknowledge that I have received the Employee Investment
Transaction Policy (the "Policy").(1) I hereby agree:
1. To read the Policy, to make a reasonable effort to understand its
provisions, and to ask questions about those provisions I find
confusing or difficult to understand.
2. To comply with the Policy, including its general principles, its
reporting requirements, its prior notification requirements, its
prohibitions, its short-term trading and blackout restrictions,
and its provisions regarding insider trading and service as a
director.
3. To advise the members of my Immediate Family about the existence
of the Policy, its applicability to their personal Investment
Transactions, and my responsibility to assure that their personal
Investment Transactions comply with the Policy.
4. To cooperate fully with any investigation or inquiry by or on
behalf of the Compliance Officer or the Compliance Committee to
determine my compliance with the provisions of the Policy.
I recognize that any failure to comply with the Policy and to honor the
commitments made in this acknowledgment may result in disciplinary action,
including dismissal.
Date: ______________________________ ___________________________________
Signature
___________________________________
Print Name
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(1) The Policy uses various capitalized terms, which are defined in
Appendix I to the Policy. The capitalized terms used in this acknowledgment have
the same definitions.
<PAGE>
APPENDIX III
ANNUAL CERTIFICATION OF COMPLIANCE WITH THE POLICY
To: _________________________________
Compliance Officer
I hereby certify that I have complied with the Employee Investment
Transaction Policy (the "Policy") that applied to me during the year ended
December 31, 199_.(1) In addition, I hereby certify that:
1. I have read the Policy, have made a reasonable effort to
understand its provisions, and have had the opportunity to ask
questions about those provisions I may have found confusing or
difficult to understand.
2. I am subject to the Policy.
3. I have complied with the Policy, including its general
principles, its reporting requirements, its prohibitions, its
prior notification requirements, its short-term trading and
blackout restrictions, and its provisions regarding insider
trading and service as a director, during the year ended December
31, 199_.
4. I have disclosed, reported, or caused to be reported all
Investment Transactions required to be disclosed or reported
under the Policy.
5. I have disclosed, reported or caused to be reported all Personal
Accounts and Related Accounts that hold or are likely to hold a
Security or Futures Contract in which I have a Beneficial
Ownership interest.
I confirm that the attached Report of Accounts is an accurate record of all my
Personal Accounts and Related Accounts that hold or are likely to hold a
Security or Futures Contract in which I have a Beneficial Ownership interest.
I acknowledge that I must cooperate fully with any investigation or inquiry by
or on behalf of the Compliance Officer or the Compliance Committee to determine
my compliance with the provisions of the Policy, and I recognize that any
failure to comply with the Policy and any false statement in this certification
may result in disciplinary action, including dismissal.
Date: ______________________________ ___________________________________
Signature
___________________________________
Print Name
----------
(1) The Policy uses various capitalized terms, which are defined in
Appendix I to the Policy. The capitalized terms used in this certification have
the same definitions.
<PAGE>
APPENDIX IV
INITIAL REPORT OF ACCOUNTS
To:________________________ ______________________________
Name of Company
From:______________________ ______________________________
Employee Title
In accordance with the Employee Investment Transaction Policy (the
"Policy") to which I am subject, I have attached to this form copies of the most
recent statements for each and every Personal Account and Related Account,
including Fully Discretionary Accounts, that holds or is likely to hold a
Security or Futures Contract in which I have a Beneficial Ownership interest, as
well as copies of confirmations for any and all transactions subsequent to the
effective dates of those statements.(1)
In addition, I hereby supply the following information for each and every
Personal Account and Related Account in which I have a Beneficial Ownership
interest for which I cannot supply the most recent account statement:
(1) The person in whose name the account is held ______________________________
(if different from mine):
The relationship of that person to me:
______________________________
(2) Name of the firm (e.g. securities
broker-dealer or futures commission
merchant) at which the account is
maintained:
___________________________________________
Address of that firm: ______________________________
______________________________
______________________________
The account number at that firm: ______________________________
(3) Name of the representative responsible for
that account:
___________________________________________
His or her telephone number: ______________________________
----------
(1) The Policy uses various capitalized terms, which are defined in
Appendix I to the Policy. The capitalized terms used in this certification have
the same definitions.
<PAGE>
(4) Account holdings:
<TABLE>
<CAPTION>
Identity of Security or Futures Contract Quantity Value Valuation Date
---------------------------------------- -------- ----- --------------
<S> <C> <C> <C> <C>
(a)
------------------------------------------------- ---------------- ---------------- ----------------
(b)
------------------------------------------------- ---------------- ---------------- ----------------
(c)
------------------------------------------------- ---------------- ---------------- ----------------
(d)
------------------------------------------------- ---------------- ---------------- ----------------
</TABLE>
I also supply the following information for each and every Security or
Futures Contract in which I have a Beneficial Ownership interest, to the extent
this information is not available elsewhere on this form or from the statements
and confirmations attached to this form:
<TABLE>
<CAPTION>
Person Who Owns the Description of the
Security or Futures Security or Futures Valuation
Contract Contract Quantity Value Date Custodian
-------- -------- -------- ----- ---- ---------
<S> <C> <C> <C> <C> <C> <C>
(a)
-------------------------- ------------------------- ----------- --------- ------------- -------------
(b)
-------------------------- ------------------------- ----------- --------- ------------- -------------
(c)
-------------------------- ------------------------- ----------- --------- ------------- -------------
(d)
-------------------------- ------------------------- ----------- --------- ------------- -------------
(e)
-------------------------- ------------------------- ----------- --------- ------------- -------------
(f)
-------------------------- ------------------------- ----------- --------- ------------- -------------
</TABLE>
(Attach additional sheets if necessary)
I hereby certify that this form and the documents attached hereto (if any)
identify all of the Securities and Futures Contracts in which I have a
Beneficial Ownership interest as of this date.
Date: ______________________________ ___________________________________
Signature
___________________________________
Print Name
Attachments
<PAGE>
APPENDIX V - A
(FOR PERSONS NOT ASSOCIATED WITH PROVIDENT ADVISERS INC.)
Request For Duplicate Broker Reports
----------
Date
To:
---------------------------------------------------------
Broker-Dealer Or Futures Commission Merchant
---------------------------------------------------------
Address
---------------------------------------------------------
City, State and Zip Code
In accordance with the Employee Investment Transaction Policy to which I am
subject, I hereby request that you send to the following Compliance Officer
duplicate copies of confirmations of all transactions in my accounts with your
firm and duplicate copies of all periodic reports for those accounts:
-----------------------------------------------------
Compliance Officer
-----------------------------------------------------
Name Of Company
-----------------------------------------------------
Address
-----------------------------------------------------
City, State and Zip Code
According to my records, duplicate copies of confirmations and periodic
reports should be supplied for the following accounts:
------------------------------------------------------
Account No.
------------------------------------------------------
Account No.
------------------------------------------------------
Account No.
I will notify you if my address or if the name or address of the Compliance
Officer changes. Please note that I am not permitted to purchase initial public
offerings under the Policy.
Thank you.
Sincerely,
--------------------------
Print Name Under Signature
cc:
--------------------------
Compliance Officer
<PAGE>
APPENDIX V - B
(FOR PERSONS ASSOCIATED WITH PROVIDENT ADVISERS INC.)
REQUEST FOR DUPLICATE BROKER REPORTS
----------
Date
To:
---------------------------------------------------------
Broker-Dealer Or Futures Commission Merchant
---------------------------------------------------------
Address
---------------------------------------------------------
City, State and Zip Code
In accordance with the Employee Investment Transaction Policy to which
I am subject, I hereby request that you send to the following Compliance Officer
duplicate copies of confirmations of all transactions in my accounts with your
firm and duplicate copies of all periodic reports for those accounts:
-----------------------------------------------------
Compliance Officer
-----------------------------------------------------
Name Of Company
-----------------------------------------------------
Address
-----------------------------------------------------
City, State and Zip Code
According to my records, duplicate copies of confirmations and periodic reports
should be supplied for the following accounts-:
------------------------------------------------------
Account No.
------------------------------------------------------
Account No.
------------------------------------------------------
Account No.
I will notify you if my address or if the name or address of the Compliance
Officer changes. Please note that I am associated and registered with Provident
Advisers, Inc. a broker dealer and NASD member firm.
Thank you.
Sincerely,
--------------------------
Print Name Under Signature
cc:
--------------------------
Compliance Officer
<PAGE>
APPENDIX VI
INVESTMENT TRANSACTION PRIOR NOTIFICATION FORM
This form must be submitted to the Compliance Officer before executing any
Investment Transaction for which prior notification is required under the
Employee Investment Transaction Policy (the "Policy"). Before completing this
form you should review the Policy, including the terms defined in the Policy.
The capitalized terms used in this form are governed by those definitions. In
addition the Policy provides information regarding your prior notification
obligations under the Policy, and information regarding the Transactions,
Securities and Futures Contracts that are exempt from the Policy's prior
notification requirement.(1)
No Investment Transaction subject to prior notification may be effected
prior to receipt of notice by the Compliance Officer that the prior notification
process has been completed. Unless otherwise specified, an Investment
Transaction requiring prior notification must be placed and executed by the end
of trading in New York City on the day of notice from the Compliance Officer. If
a proposed Investment Transaction is not executed (with the exception of a limit
order) within the time specified, you must repeat the prior notification process
before executing the transaction. A notice from the Compliance Officer is no
longer effective if you discover, prior to executing your Investment
Transaction, that the information on this form is no longer accurate or if the
Compliance Officer revokes his or her notice for any other reason.
<TABLE>
<S> <C> <C> <C>
(1) Your name:
-----------------------------------------------------------------------------
Transaction 1 Transaction 2 Transaction 3
---------------------- -------------------------- ---------------------------
(2) If the Investment Transaction will be in
someone else's name or in the name of a
trust, the name of that person of trust:
---------------------- -------------------------- ---------------------------
The relationship of that person or trust
to you:
---------------------- -------------------------- ---------------------------
(3) Name of the firm (E.G., securities
broker-dealer, futures commission merchant)
through which the Investment Transaction
will be executed:
---------------------- -------------------------- ---------------------------
The relevant account number at that firm:
---------------------- -------------------------- ---------------------------
(4) Issuer of the Security or identity of the
Futures contract for which prior
notification is being given:
---------------------- -------------------------- ---------------------------
The relevant CUSIP number or call symbol:
---------------------- -------------------------- ---------------------------
(5) The maximum number of shares, units or
contracts for which prior notification is
being given, or the market value or face
amount of the Securities for which prior
notification is being given:
---------------------- -------------------------- ---------------------------
(6) The type of Investment Transaction for ___ Purchase ___ Purchase ___ Purchase
which prior notification is being given
(check all that apply):
___ Sale ___ Sale ___ Sale
___ Market Order ___ Market Order ___ Market Order
___ Limit Order ___ Limit Order ___ Limit Order
Price of Limit Price of Limit Price of Limit
Order:_______ Order:_______ Order:_______
</TABLE>
----------
(1) Unless an exemption applies, prior notification is required for any
Investment Transaction m Securities, Related Securities or Futures Contract in a
Personal Account or a Related Account, or in which you otherwise have or will
acquire a Beneficial Ownership Interest
<PAGE>
PLEASE ANSWER THE FOLLOWING QUESTIONS TO THE BEST OF YOUR KNOWLEDGE AND BELIEF.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
(a) Do you possess material nonpublic
information regarding the Security or
Futures Contract identified above or
regarding the issuer of this Security? _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No
(b) Are you aware of a pending buy or sell
order on behalf of an Advisory Client for
the Security or Futures Contract
identified above or for a Security for
which the Security identified above is a
Related Security? _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No
(c) Do you intend or do you know of another's
intention to purchase or sell the
Security or Futures Contract identified
above, or a Security for which the
Security identified above is a Related
Security, on behalf of an Advisory Client? _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No
(d) If you are a Portfolio Employee, are you
actively considering or have you actively
considered and rejected for purchase or
sale for an Advisory Client, within the
most recent 15 calendar days, the
Security or Futures Contract identified
above or a Security for which the
Security identified above is a Related
Security? (Note: the purchase, sale, or
rejection of an opportunity to purchase
or sell the Security or Futures Contract
for an Advisory Client would require an
affirmative response to this question.) _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No
(e) If you are a Portfolio Manager, has an
Advisory Client for which you are
responsible purchased or sold, within the
most recent 7 calendar days, the Security
or Futures Contract identified above or a
Security for which the Security
identified above is a Related Security? _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No
f) Is the Security being acquired in an
initial public offering?(2) _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No
(g) If you are a Portfolio Employee, are you
acquiring or did you acquire Beneficial
Ownership of the Security in private
placements(3) _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No
(h) Have you purchased or sold the same
Securities and/or Related Security or
have you acquired or disposed of a
Beneficial Ownership Interest in the same
and/or Related Securities, within the
past 60 calendar days?(4) _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No
</TABLE>
BY EXECUTING THIS FORM YOU HEREBY CERTIFY THAT YOU HAVE REVIEWED THE EMPLOYEE
INVESTMENT TRANSACTION POLICY AND BELIEVE THAT THE INVESTMENT TRANSACTION FOR
WHICH YOU ARE GIVING PRIOR NOTIFICATION COMPLIES WITH THE GENERAL PRINCIPLES AND
THE SPECIFIC REQUIREMENTS OF THE POLICY.
----------
(2) Under the Policy, Portfolio Employees are generally not permitted to
acquire Securities in an initial public offering.
(3) The Policy applies special rules to the acquisition of Securities
through a private placement and to the disposition of Securities acquired
through a private placement.
(4) Under the Policy, you may not profit from short-term trades in
Securities. This rule does not apply to transactions in Exempt Securities,
open-end mutual fund shares, or Futures Contracts or to investments held in
Fully Discretionary Accounts
<PAGE>
----------------------------------------------------
Employee Signature
----------------------------------------------------
Print or Type Name
----------------------------------------------------
Date Submitted
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
The prior notification process _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No
for the Investment Transaction(s)
described above has been completed.
</TABLE>
----------------------------------------------------
Compliance Officer
----------------------------------------------------
Date and Time of Notice
<PAGE>
APPENDIX VII
FULLY DISCRETIONARY ACCOUNT FORM
LETTER TO BROKER-DEALER OR FUTURES COMMISSION MERCHANT
----------------
Date
---------------------------------------------------
(Representative)
---------------------------------------------------
(Broker-Dealer Or Futures Commission Merchant)
---------------------------------------------------
(Address)
---------------------------------------------------
(City, State and Zip Code)
Dear _____________________:
We understand that ______________________ (employee or persons related to
employee) seeks to establish a Fully Discretionary Account with your firm.
________________ (employee) is an Advisory Employee of __________________
(Company) and, as such, must observe an Employee Investment Transaction Policy
("Policy") that imposes certain reporting obligations and various restrictions
on investments made by its Advisory Employees. Transactions in a Fully
Discretionary Account are exempt from the Policy's reporting obligations and
from most of the Policy's restrictions. TWO OF THE RESTRICTIONS THAT CONTINUE TO
APPLY, EVEN TO FULLY DISCRETIONARY ACCOUNTS, ARE THE POLICY'S RESTRICTIONS ON
ACQUISITIONS OF SECURITIES IN INITIAL PUBLIC OFFERINGS AND THROUGH PRIVATE
PLACEMENTS. IN ADDITION, NO INVESTMENT IN A FULLY DISCRETIONARY ACCOUNT SHOULD
BE MADE IN SECURITIES ISSUED, SPONSORED OR MANAGED BY _____________ (COMPANY),
ITS PARENTS, SUBSIDIARIES OR AFFILIATES, INCLUDING PNC BANK CORP., BLACKROCK,
INC., ANY INVESTMENT ADVISORY COMPANY OR BROKER-DEALER AFFILIATED WITH
BLACKROCK, INC., OR ANTHRACITE CAPITAL, INC.
To qualify any account that (employee) establishes with your firm as a
Fully Discretionary Account, you must complete and return to me the form I have
enclosed. Please let me know if you have any questions about any of these
matters.
Sincerely yours,
----------------------------------
(Compliance Officer)
Enclosure
cc:
--------------------------------
(Employee)
<PAGE>
FORM TO BE EXECUTED BY BROKER-DEALER OR FUTURES COMMISSION MERCHANT
To:
-----------------------------------
(Compliance Officer)
-----------------------------------
(Company)
REPRESENTATIONS REGARDING FULLY DISCRETIONARY ACCOUNT
I, ___________________________, a representative of _______________________
(broker-dealer or futures commission merchant), hereby represent and confirm
that:
1. I understand that _________________ (customer) is an Advisory Employee
of (Company) and, as such, must observe an Employee Investment
Transaction Policy ("Policy") that imposes certain reporting
obligations and various restrictions on investments made by its
Advisory Employees.
2. I understand that the Policy exempts transactions in a Fully
Discretionary Account from those reporting obligations and from most
of those restrictions.
3. I also understand that a Fully Discretionary Account must meet certain
qualifications, and that I am being asked to make the following
representations to determine whether the account(s) (customer) seeks
to establish with our firm meet those qualifications.
4. As to the following listed accounts to be managed or held by our firm,
neither (customer) nor a member of his or her Immediate Family:
a. Exercises or will exercise any investment discretion-,
b. Suggests or receives, or will suggest or receive, notice of
transactions prior to their execution; and
c. Otherwise has or will have any direct or indirect influence or
control over the transactions in that/those account(s).
-------------------------------------------
Account No.
-------------------------------------------
Account No.
-------------------------------------------
Account No.
5. I am not responsible for and I have not received nor do I expect to
receive advance notice of any purchase or sale of a Security or
Futures Contract on behalf of an Advisory Client of your firm.
6. No Securities will be acquired for any account referenced above
through an initial public offering or private placement.
7. In addition, our firm will not acquire, for any account referenced
above, securities that were issued by PNC Bank Corp. or any interest
in a closed-end fund or real estate investment trust managed by
BlackRock, Inc., an investment advisory company or broker-dealer
affiliated with BlackRock, Inc., or Anthracite Capital, Inc.
8. I will notify you if any of the representations above is no longer
accurate.
----------------------------------------------
(Name)
----------------------------------------------
------------------------- (Broker-Dealer or Futures Commission Merchant)
Date
