CODE OF ETHICS, POLICY AND
COMPLIANCE PROGRAM CONCERNING
MATERIAL NON-PUBLIC INFORMATION
Reed, Conner & Birdwell, Inc. (RCB) employees are subject to the policies and
procedures of RCB including the Code of Ethics (the "Code"), the Policy, and
Compliance Program with respect to Handling Non-Public Information (the
"Policy"). All personnel are required to read and be familiar with the Code and
the Policy, which are attached.
CODE OF ETHICS
October 1,1999
The policy of RCB is to avoid any conflict of interest, or the appearance
of any conflict of interest, between the interests of RCB, or its officers,
partners and employees, and the interests of RCB's advisory clients ("Clients").
The Investment Company Act and rules require that RCB establish standards and
procedures for the detection and prevention of certain conflicts of interest,
including activities by which persons having knowledge of the investments and
investment intentions of Clients might take advantage of that knowledge for
their own benefit.
This Code of Ethics has been adopted by RCB to meet those concerns and
legal requirements. Any questions about the Code or about the applicability of
the Code to a personal securities transaction should be directed to RCB's
designated compliance officer, Daniele Beasley. If the compliance officer is not
available, questions should be directed to a principal of RCB or Counsel.
I. STATEMENT OF PRINCIPLE
GENERAL PROHIBITIONS. The Investment Company Act and rules make it illegal
for any person covered by the Code, directly or indirectly, in connection with
the purchase or sale of a security held or to be acquired by Clients to:
a. employ any device, scheme or artifice to defraud Clients;
b. make any untrue statement of a material fact, omit to state a material
fact or in any way mislead Clients regarding material fact;
c. engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon Clients; or
d. engage in any manipulative practice with respect to Clients.
PERSONAL SECURITIES TRANSACTIONS. The Code regulates personal securities
transactions as a part of the effort by RCB to detect and prevent conduct that
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might violate the general prohibitions outlined above. A personal securities
transaction is a transaction in a security in which the person subject to this
Code has a beneficial interest. Security is interpreted very broadly for this
purpose, and includes any right to acquire any security (an option or warrant,
for example).
Beneficial interest in a security exists when an individual has, directly
or indirectly, the opportunity to profit or share in any profit derived from
action in the security; or when there is an indirect interest, including
beneficial ownership by a spouse or minor children or other dependents living in
a household, or where securities are held by a partnership of which the party is
a general partner. Technically, the rules under section 16 of the Securities
Exchange Act of 1934 will be applied to determine if a beneficial interest in a
security exists (even if the security would not be within the scope of section
16). A copy of Rule 16a-1(a), defining beneficial ownership, is attached as
appendix A.
In any situation where the potential for conflict exists, transactions for
Clients must take precedence over any personal transaction. The people subject
to this Code owe a duty to Clients to conduct their personal securities
transactions in a manner, which does not interfere with Clients' portfolio
transactions or otherwise take inappropriate advantage of their relationship to
Clients. Personal securities transactions must comply with the Code of Ethics
and should avoid any actual or potential conflict of interest between party's
interests and Clients' interests.
Situations not specifically governed by this Code of Ethics will be
resolved in light of this general principle.
II. HOW THE CODE'S RESTRICTIONS APPLY
The restrictions on personal securities transactions in Section III and the
compliance procedures in Section IV differentiate among groups of people based
on their positions and responsibilities with RCB. The groups are: INVESTMENT
PERSONNEL and ACCESS PERSONNEL.
A. INVESTMENT PERSONNEL (individually, an "investment person") are those
who make, or participate in making, investment decisions for Clients,
or who, because of their positions with RCB, have a heightened duty to
Clients or who can be expected to have more information about Clients'
portfolio transactions. Investment personnel are:
* RCB portfolio managers;
* analysts working for RCB;
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* traders;
* portfolio accounting personnel;
* support staff working directly with portfolio managers, analysts,
or traders; and
* partners and officers of RCB
B. ACCESS PERSONNEL are all employees of RCB who are not investment
personnel described above.
III. RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS
A. NO TRANSACTIONS WITH CLIENTS. No investment person or access person
shall knowingly sell or purchase from Clients any security or other
property, except securities issued by Clients.
A. NO CONFLICTING TRANSACTIONS. No investment person or access person
shall purchase or sell any security, other than a listed index option
or futures contract, in which such person has or would thereby acquire
a beneficial interest which the person knows or has reason to believe
is being purchased or sold or considered for purchase or sale by
Clients, until Clients' transactions have been completed or
consideration of such transactions has been abandoned.B.
C. PRIVATE PLACEMENTS. No investment person or access person shall
acquire any security in a private placement without the express
written prior approval of the compliance officer. In deciding whether
that approval should be granted, each of those persons will consider
whether the investment opportunity should be reserved for Clients, and
whether the opportunity has been offered because of the person's
relationship with Clients. An investment person who has been
authorized to acquire a security in a private placement must disclose
that investment if he or she later participates in consideration of an
investment in that issuer by Clients. Any investment decision for
Clients relating to that security must be made by other investment
personnel.
D. GIFTS. No investment person or access person may accept any gift or
other thing of more than a $250 value from any person or entity that
does business with or on behalf of RCB, or seeks to do business with
or on behalf of RCB. Gifts in excess of this value must either be
returned to the donor or paid for by the recipient. It is not the
intent of the Code to prohibit the everyday courtesies of business
life. Therefore, excluded from this prohibition are an occasional
meal, ticket to a theater, entertainment, or sporting event that is an
incidental part of a meeting that has a clear business purpose.
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E. SERVICE AS A DIRECTOR. No investment person or access person may serve
as member of the board of directors of any publicly traded company,
without the prior written approval of the compliance officer, based on
a determination that the board service would not be inconsistent with
the interests of RCB or of its Clients. If an investment person is
serving as a board member, that investment person shall not
participate in making investment decisions relating to the securities
of the company on whose board he or she sits.
IV. COMPLIANCE PROCEDURES
A. EXECUTION OF PERSONAL SECURITIES TRANSACTIONS. All personal securities
transactions must be conducted through brokerage accounts that have
been identified to the compliance officer. Each such brokerage account
must be set up to deliver duplicate copies of all confirmations and
statements to the compliance officer. No exceptions to this policy
will be made.
B. PRECLEARANCE. Except as provided below, all personal securities
transactions for INVESTMENT PERSONNEL, must be cleared in advance by
the compliance officer.
Transactions in the following securities are exempt from the
preclearance requirement:
1. securities listed as exempt in Section V;
2. municipal securities;
3. straight debt securities; and
4. listed index options and futures.
C. BLACKOUT PERIODS.
1. INVESTMENT PERSONNEL. No personal securities transaction of an
investment person will be cleared (as provided in B., above) if
any Client (1) has a conflicting order pending or (2) is actively
considering a purchase or sale of the same security. A
conflicting order is any order for the same security, or for an
option on or a warrant for that security, which has not been
fully executed. A purchase or sale of a security is being
"actively considered" (a) when a recommendation to purchase or
sell has been made for any Client and is pending, or, (b) with
respect to the person making the recommendation, when that person
is seriously considering making the recommendation.
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Absent extraordinary circumstances, a personal securities
transaction for an investment person will not be approved until
the business day after completion of any transaction for any
Client.
2. ACCESS PERSONNEL. No personal securities transaction of an access
person may be executed on a day during which any Client has a
pending order in the same security until that order is fully
executed or withdrawn.
D. DISCLOSURE OF PERSONAL HOLDINGS. Each investment person and access
person shall disclose his or her personal securities holdings (limited
to holdings with a value of $500 or more) upon commencement of
employment with RCB (Attachment A), and annually thereafter
(Attachment B) as of December 31 of each year. Reports shall be
delivered to the compliance officer no later than January 31.
E. REPORTING PERSONAL SECURITIES TRANSACTIONS.
1. Each INVESTMENT PERSON and ACCESS PERSON shall (i) identify to
RCB any brokerage account in which the person has a beneficial
interest and (ii) instruct the broker to deliver to RCB's
compliance officer duplicate confirmations of all transactions
and duplicate monthly statements.
2. For INVESTMENT PERSONNEL and for ACCESS PERSONNEL who choose to
execute all personal securities transactions through RCB's
trading desk, the trading department will provide to RCB's
compliance department information about transactions in the
accounts of persons subject to the Code.
Any personal securities transaction of an investment person or
access person which for any reason does not appear in the
brokerage records described above shall be reported to RCB's
compliance officer within 10 days after the end of the month in
which the transaction took place.
F. REPORTS MAY BE IN ANY FORM. Reports filed by investment or access
personnel for transactions executed through outside brokerage accounts
may be in any form (including copies of confirmations or monthly
statements) but must include (i) the date of the transaction, the
title and number of shares, and the principal amount of each security
involved; (ii) the nature of the transaction (i.e., purchase, sale,
gift, or other type of acquisition or disposition); (iii) the price at
which the transaction was effected; (iv) the name of the broker,
dealer, or bank with or through whom the transaction was effected; and
(v) the name of the reporting person.
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G. CERTIFICATION OF COMPLIANCE. Each investment person and access person
is required to certify annually that he or she has read and
understands the code and recognizes that he or she is subject to the
code. Each investment person and access person is required to certify
annually that he or she has disclosed or reported all personal
securities transactions required to be disclosed or reported under the
code. To accomplish this, the compliance officer shall annually
distribute a copy of the code and request certification by all covered
persons. The compliance officer shall be responsible for ensuring that
all personnel comply with the certification requirement.
V. EXEMPT TRANSACTIONS
The provisions of this Code are intended to restrict the personal
investment activities of persons subject to the Code only to the extent
necessary to accomplish the purposes of the Code. Therefore, the provisions of
Section III (Restrictions on Personal Securities Transactions) and Section IV
(Compliance Procedures) of this Code shall not apply to:
A. Purchases or sales effected in any account over which the persons
subject to this Code have no direct or indirect influence or control.
B. Purchases or sales of:
1. U.S. government securities;
2. shares of open-end investment companies (mutual funds), including
but not limited to shares of any mutual fund managed by RCB; and
3. bank certificates of deposit or commercial paper.
C. Purchases or sales over which persons subject to this Code have no
control;
D. Purchases which are part of an automatic dividend reinvestment plan;
E. 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
F. Purchases or sales which receive the prior approval of the compliance
officer, because they are not inconsistent with this Code or the
provisions of Rule 17j-l(a) under the Investment Adviser's Act of
1940. A copy of Rule 17j-l is attached as Appendix B.
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VI. CONSEQUENCES FOR FAILURE TO COMPLY WITH THE CODE
Compliance with this Code of Ethics is a condition of employment by RCB.
Taking into consideration all relevant circumstances, the principals of RCB will
determine what action is appropriate for any breach of the provisions of the
Code. Possible actions include letters of sanction, suspension, or termination
of employment.
Reports filed pursuant to the Code will be maintained in confidence but
will be reviewed by RCB to verify compliance with the Code. Additional
information may be required to clarify the nature of particular transactions.
VII. RETENTION OF RECORDS
The compliance officer shall maintain the records listed below for a period
of six years at RCB's principal place of business in an easily accessible place:
A. a list of all persons subject to the Code during the period;
B. receipts signed by all persons subject to the Code acknowledging
receipt of copies of the Code and acknowledging that they are subject
to it;
C. a copy of each report filed pursuant to the Code and a record of any
known violations and actions as a result thereof during the period.
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REED, CONNER & BIRDWELL, INC.
POLICY CONCERNING MATERIAL NON-PUBLIC INFORMATION
I. INTRODUCTION
It is the policy of this firm to prohibit the improper use of material
non-public information. The federal securities laws have for many years
prohibited the improper use of material non-public information. There has been a
lot of recent publicity and developments regarding the misuse of insider
information by securities professionals. Because of these developments, and for
the protection of our firm and its clients, the firm is adopting a specific
written policy concerning the handling and use of material non-public
information.
II. WHAT IS MATERIAL NON-PUBLIC INFORMATION?
A. GENERAL. There is no specific or precise definition of "material
non-public information". The courts, Congress and the Securities and Exchange
Commission ("SEC") have not formed an exact definition. This section is intended
to provide guidance as to the type of matters that may be deemed material
non-public information. The term material non-public information has two parts,
"material" and "non public".
B. NON-PUBLIC INFORMATION. "Non-public" means information which has not
been publicly disclosed by press release, the issuer's reports or otherwise, to
the public. The public generally means the SEC, the press, and the general
investing public.
The key aspect of "non-public" is whether or not the information has been
disseminated to the general investing public and the investment community. Even
though a company has issued a press release to the wire services, information in
the press release would be considered non-public until such time as it appears
on one of the wire services. "Disseminated" to the public means that a
sufficient period of time has elapsed for the public to obtain and absorb the
information.
If the information would not normally appear on the wire services, the
information would be considered non-public until such time as the information
has had an opportunity to be disseminated to the public generally. In the case
of small over-the-counter stocks, this could be as long as 48 hours, or possibly
longer if a press release did not appear in the press and was mailed to the
general public or shareholders. If you have questions as to what is public or
what is non-public, consult the compliance officer.
Although the term "insider information" is often heard, this phrase is
misleading since prohibited information may include information not emanating
from an insider.
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For example, material non-public information may include market information
such as front running. Front running is considered a violation of the securities
laws and self-regulatory organizations' rules. An example of front running is
where one knows of a stock sale to be made for a client on the New York Stock
Exchange, which is large enough to likely depress the security's price. In such
instance, it is illegal to position one's self, or the firm or clients on the
other side of the transaction by selling options before the New York Stock
Exchange transaction is disseminated over the tape. Another example is
information about an undisclosed and yet to be announced tender offer.
C. MATERIAL INFORMATION. "Material" information is information that is
important to a reasonable investor in evaluating whether to buy, hold or sell a
security. Determining what is "material" is usually the most difficult question.
A securities professional will receive hundreds of pieces of information, none
of which in and of itself may be material, but when put together into a "mosaic"
may become material.
The Supreme Court has held that an analyst is permitted to make fair
inquiry to officials of a company to glean whatever information may be obtained.
In fact, the Supreme Court endorses the use of analysts to obtain information
from companies as being in the public interest. The analyst is permitted to use
bits and pieces of information. The Supreme Court has permitted an analyst to
use information obtained from an issuer to construct a mosaic, which is in
itself material so long as the information was not improperly obtained. However,
an analyst would be obtaining information improperly if the analyst knew (or
should have known) that the offeror or employee was not permitted to disclose
the information or was disclosing the information for improper purposes (such as
a bribe or a future favor.)
Notwithstanding the Supreme Court, the SEC continues to maintain that an
analyst may not trade on, use or deal with "material non-public" information,
whether or not improperly obtained. The SEC's basic position is to attempt to
always have a level playing field for all investors. The SEC continues to take
the position that a securities professional may not recommend, purchase or sell
securities, or pass on information that is material and non-public. If you have
a question as to what is material, please consult the RCB's compliance officer.
D. QUESTIONS REGARDING MATERIAL NON-PUBLIC INFORMATION. Obviously, there
will be questions from time to time as to what information is both non-public
and material. Since both of these terms are ill defined, vague and subject to
conflicting interpretations, any questions you have should be brought to the
attention of RCB's compliance officer.
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III. PENALTIES
The federal securities laws and criminal laws provide extreme penalties for
persons who misuse material non-public information. The Insider trading and
Securities Fraud Enforcement Act of 1988 Provides a penalty of up to 10 years
imprisonment for each offense (i.e. each use of the mails or telephone) together
with a fine for each offense of $1,000,000 for individuals and $2,500,000 for
corporations. In addition, the SEC is empowered to obtain a civil penalty of
three times the amount lost by the public. In many cases this will be
considerably more than three times the amount, which someone could have made.
The SEC also may bar individuals from the commodities, securities and other
financial businesses in the event of a violation.
IV. TO WHOM DO THE PENALTIES APPLY?
The penalties apply not only to firms but also to individuals. The law
specifically provides for liability for the controlling persons of a firm. The
liability does not necessarily attach only to personnel. It will attach to
anyone working with or for a firm under its direction, such as temporary
employees.
V. WHAT IS PROHIBITED?
The SEC and the courts have taken the position that two things are prohibited:
(1) passing on material non-public information; and
(2) buying or selling of securities on the basis of material non-public
information.
The SEC takes the position that if one receives information, which is
material and non-public, that person and his firm must take no action until such
time as the information has been disseminated to the public. If the source of
the information refuses to disclose the information to the public, the SEC
expects that the receiving person either do nothing, which is usually impossible
for an investment adviser who has clients invested in the security, or report it
to the SEC. A person receiving material non-public information who himself does
not trade on such information nevertheless may be liable if he passes on the
information to someone else, who then trades.
VI. TYPES OF SECURITIES COVERED
The prohibitions apply to all types of securities including government
securities, municipal securities, corporate debt, bonds, debentures,
convertibles, preferred stock, equities, commercial paper, notes, options and
other types of derivative products. The insider trading prohibitions apply not
only to United States persons and United States securities, but also in most
cases to any United States person dealing in foreign securities or with foreign
persons.
VII. QUESTIONS
All questions concerning this policy should be brought to the attention of
the compliance officer.
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COMPLIANCE PROGRAM
CONCERNING MATERIAL
NON-PUBLIC INFORMATION
INTRODUCTION
RCB (the "firm") has a policy prohibiting the improper use of material
non-public information. This program sets forth the firm's procedures for
detecting possible improper use or handling of material non-public information.
1. FIRM POLICY
1.1 Policy. It is the policy of this firm to prohibit the improper use or
handling of material non-public information as explained in the Policy Statement
(the "Policy"). This Policy has been adopted by the firm's management and is to
be vigorously enforced through this Compliance Program (the "Program").
1.2 Prohibitions
1.2.1 The Policy prohibits the purchase or sale of securities of any
type or sort for the firm, its clients or its investment personnel or access
personnel as defined in the firm's Code of Ethics (investment personnel and
access personnel are collectively referred to as "personnel", and individual
personnel are referenced as "person(s)') on the basis of material non-public
information.
1.2.2 The Policy also prohibits the firm, and personnel, from
attempting to improperly obtain material non-public information.
1.2.3 The Policy prohibits the passing on of material non-public
information except in those few instances where there is a privilege, such as to
the firm's attorneys, or where otherwise permitted by law.
2. ADMINISTRATION AND ENFORCEMENT OF FIRM'S POLICY
2.1 Administration. Management has adopted as the policy of the firm the
Policy and this Program, and all personnel must comply with the Policy. The
Policy will be enforced by firm management in accordance with this Program. The
principal administrative responsibility for the firm's Policy and the Program
will rest with the firm's compliance officer, or her designee.
2.2 Sanctions. As explained in the Policy, the legal sanctions for improper
use of material non-public information are severe. Furthermore, the firm
reserves the right to discipline or terminate any personnel for violation of the
policy.
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3. NOTIFICATION PROCEDURE
3.1 Initial Notifications. All personnel will be required to execute the
letter attached as Attachment A (Policy Letter), acknowledging the firm's policy
and agreeing to provide to the firm the following:
3.1.1 Name of any entity with which such person has an investment
account, the number of the account and address of the entity carrying the
account.
3.1.2 Copies of account statements showing all transactions monthly,
or, if not issued monthly, quarterly, for the benefit of such person or for the
benefit of any member of the household of such person.
3.1.3 "Household" includes anyone residing regularly in the same home
as such person.
3.1.4 "Benefit for" means any transaction in which such person has a
beneficial interest.
3.1.5 It shall be the responsibility of the compliance officer or his
designee to see that such acknowledgment letter is executed before such person
renders any further services to the firm.
3.2 Annual Affidavit. During January of each year, the compliance officer
shall obtain from all personnel an annual affidavit and acknowledgment of the
firm's Policy and each person's compliance with the Policy (Annual Update). A
copy of such form is attached as Attachment B.
3.3 Termination Affidavit. When any person ceases to be associated with the
firm, the compliance officer or his designee shall attempt to obtain from such
person an acknowledgment of compliance with the Policy and an affidavit, through
the date of termination. Although this may not always be possible, an effort
should be made to obtain such an acknowledgment.
3.4 Records Relating to Policy Notification and Account Affidavit. The
compliance officer or his designee will maintain appropriate files for personnel
including:
3.4.1 the Policy Letter,
3.4.2 the Annual Update, and
3.4.3 any termination affidavit.
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4. PERSONAL TRANSACTIONS
4.1 Records of All Personal Transactions.
4.1.1 As set forth in the Policy Letter, all personnel shall provide,
in writing to the compliance officer, the name of any firm with which such
person has an investment account in which securities may be purchased, sold or
held for such person's benefit. The compliance officer shall also be provided
with such firm's name, address and account number.
4.1.2 All personnel shall provide to the compliance officer copies of
all account statements received on a monthly or quarterly basis with respect to
any investment account in such person's name or otherwise report any purchase,
sale or transaction in securities for which such person, or any member of his or
her household has a beneficial interest.
4.2 Review of Transactions. The compliance officer shall, on a monthly
basis, review all transactions by all personnel with a view to identifying
transactions that may possibly involve the purchase or sale of securities based
upon improper use of material non-public information. While it is obviously
impossible to detect all such activities, or even be aware of all price
movements and transactions in the marketplace, the compliance officer should
review all transactions with a view to spotting unusual transactions.
In that regard, particular attention should be paid to certain types of
transactions possibly involving misuse of material non-public information. It is
impossible to categorize all such types of transactions. Examples of the type of
transactions that should be scrutinized would be transactions in securities
involved in recent takeovers or tender offers, or securities whose prices have
risen or changed dramatically. Attention should be directed to any large
accumulations over a short period of time or other transactions, which would be
unusual for such person, based upon financial circumstances, resources and
position. Particular attention should be directed to options or other leveraged
transactions in size.
Attention should also be directed to any type or series of transactions,
which would be unusual for such person considering that person's past investment
practices. Transactions involving leveraged equity, options or futures
transaction should be particularly examined. Transactions resulting in large
profits should be examined. Sudden disposal of securities held for many years
should be examined.
4.3 Records. The compliance officer should review each monthly account
statement or other report of transactions showing this review. Copies of all
documents should be retained for a period of six years.
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5. TRANSACTIONS BY OR FOR CLIENTS
5.1 Record of Transactions By or For Clients. The compliance officer should
review weekly and monthly, all transactions executed by the firm for or on
behalf of clients, for evidence of possible misuse of material non-public
information. (See 4.2 above for some of the factors to be reviewed.)
5.2 Record of Review. The compliance officer should record her review,
through preparation of appropriate data entries.
6. CONTACTS WITH ISSUERS AND OTHERS HAVING POSSIBLE NON-PUBLIC INFORMATION
6.1 General Policy. On behalf of the firm, investment personnel may contact
issuers, other research firms, broker-dealers, financial firms and institutions,
and probe such firms for financial and other important information concerning
issuers, offers, industry trends, and market information. Only investment
personnel are authorized to contact issuers and others having possible
non-public information.
7. RECEIPT OF POSSIBLE MATERIAL NON-PUBLIC INFORMATION
7.1 In the event that investment personnel receive information from any
source that might be considered non-public information and material, it should
be brought to the attention of the compliance officer.
7.2 A memorandum with respect to such information should be prepared and
maintained. The compliance officer should determine what steps, if any, should
be taken in accordance with legal requirements, including consulting with
outside counsel and possibly notifying the source of the information, obtaining
additional information or notifying appropriate government agencies.
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ATTACHMENT A
TO: ALL REED, CONNER & BIRDWELL, INC. PERSONNEL
FROM: DANIELE BEASLEY
RE: ACKNOWLEDGMENT OF RECEIPT OF
CODE OF ETHICS AND POLICY CONCERNING
MATERIAL NON-PUBLIC INFORMATION
A. CODE OF ETHICS
Reed, Conner & Birdwell, Inc. ("RCB") has adopted a written Code of
Ethics (the "Code") to avoid potential conflicts of interest by RCB
personnel. A copy of the Code is attached to this letter. As a condition of
your continued employment with the firm you are required to read,
understand and abide by the Code.
B. POLICY CONCERNING MATERIAL NON-PUBLIC INFORMATION
RCB also has adopted a written policy (the "Policy") concerning the
use and handling of material non-public information, a copy of which is
attached. Acknowledgment of compliance with the Policy is an additional
condition of continued employment with RCB.
RCB, as part of its compliance program, requires that all personnel
furnish to the firm's compliance officer, the names and addresses of any
firm with which you have any investment account. You are also required to
furnish to the firm's compliance officer, copies of your monthly or
quarterly account statements, or other documents, showing all purchases or
sales of securities in any such account, or which are effected by you or
for your benefit, or the benefit of any member of your household. Annually,
you are required to furnish a report of your personal securities holdings
(limited to holdings with a value of $500 or more). These requirements
apply to any investment account, such as an account at a brokerage house;
trust account at a bank, custodial account or similar types of accounts.
The firm's compliance program also requires that you report any
instance whereby you may have come in contact with material non-public
information. Please note that the enclosed Policy requires that if there is
any information that you receive from any source that might be material
non-public information, it should be brought to the attention of the
compliance officer.
If you have any questions concerning this letter or the Policy, they
should be directed to the firm's compliance officer, Daniele Beasley.
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I affirm that I have read the Code of Ethics, and the Policy Concerning
Material Non-Public Information and the above letter. I agree to the terms
and conditions set forth in the Code of Ethics, and the Policy Concerning
Material Non-Public Information.
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Signature Date
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ATTACHMENT B
TO: ALL REED, CONNER & BIRDWELL, INC. PERSONNEL
FROM: DANIELE BEASLEY
RE: ANNUAL UPDATE OF CODE OF ETHICS AND POLICY
CONCERNING MATERIAL NON-PUBLIC INFORMATION
As part of the firm's compliance procedures, we annually obtain from
all personnel and persons working under the firm's direction certain
affirmations with respect to activities in connection by the Code and
Policy. A copy of the Code and the Policy are attached.
If you have any questions, please contact me.
--------------------------------------------------------------------------------
ANNUAL AFFIRMATION OF COMPLIANCE
I affirm the following:
1. I have again read and, during the past year to the best of my
knowledge, have abided in all material respects with the Code and the
Policy.
2. I have provided to the firm's compliance officer the names and
addresses of each investment account that I have with any firm,
including, but not limited to, broker-dealers, banks and others. (List
of known accounts attached.)
3. I have asked to be provided to the compliance officer of the firm
copies of account statements showing each and every transaction in any
security that I have effected, or which has been effected for my
benefit or for the benefit of any member of my household. (List of
household members attached.)
4. I have provided to the compliance officer a report of my personal
securities holdings (limited to holdings with a value of $500 or more)
for those securities not included on account statements previously
provided.
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Signature Date
16
<PAGE>
TO: ALL REED, CONNER & BIRDWELL, INC. PERSONNEL
FROM: DANIELE BEASLEY
RE: 1999 ANNUAL AFFIRMATION OF COMPLIANCE
As part of the firm's compliance procedures, we annually
obtain from all personnel and persons working under the firm's
direction certain affirmations with respect to activities in connection
with the Code of Ethics.
BELOW IS THE ANNUAL AFFIRMATION TO BE COMPLETED AND RETURNED TO THE
COMPLIANCE OFFICER BY JANUARY 31,2000.
If you have any questions, please contact me.
--------------------------------------------------------------------------------
1999 ANNUAL AFFIRMATION OF COMPLIANCE
I affirm the following:
1. I have again read and, during the past year to the best of my
knowledge, have abided in all material respects with the Code of
Ethics and the Policy on Inside Information included in the Employee
Handbook.
2. I have provided to the firm's compliance officer the names and
addresses of each investment account that I have with any firm,
including, but not limited to, broker-dealers, banks and others. (List
of known accounts attached.)
3. I have provided to the compliance officer of the firm copies of
account statements showing each and every transaction in any security
that I have effected, or which has been effected for my benefit or for
the benefit of any member of my household. (List of household members
attached.)
4. I have provided to the compliance officer a report of my personal
securities holdings (limited to holdings with a value of $500 or more)
for those securities not included on account statements previously
provided.
-------------------------------------------- -------------------------
Signature Date
17
