<PAGE>
Exhibit (p) (1)
THE RBB FUND, INC.
(the "Company")
CODE OF ETHICS
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I. Legal Requirement.
------------------
Rule 17j-1(b) under the Investment Company Act of 1940, as amended (the
"1940 Act"), makes it unlawful for any officer or director of the Company in
connection with the purchase or sale by such person of a security "held or to be
acquired" by the Company:
1. To employ any device, scheme or artifice to defraud the Company;
2. To make to the Company any untrue statement of a material fact or
omit to state to the Company a material fact necessary in order
to make the statements made, in light of the circumstances under
which they are made, not misleading;
3. To engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon the Company;
or
4. To engage in any manipulative practice with respect to the
Company's investment portfolios.
II. Purpose of the Code of Ethics.
------------------------------
The Company expects that its officers and directors will conduct their
personal investment activities in accordance with (1) the duty at all times to
place the interests of the Company's shareholders first, (2) the requirement
that all personal securities transactions be conducted consistent with this Code
of Ethics and in such a manner as to avoid any actual or potential conflict of
interest or any abuse of an individual's position of trust and responsibility,
and (3) the fundamental standard that investment company personnel should not
take inappropriate advantage of their positions.
In view of the foregoing, the provisions of Section 17(j) of the 1940 Act,
the Securities and Exchange Commission's 1940 Act Release No. 23958 "Personal
Investment Activities of Investment Company Personnel" (August 24, 1999), the
"Report of the Advisory Group on Personal Investing" issued by the Investment
Company Institute on May 9, 1994 and the Securities and Exchange Commission's
September 1994 Report on "Personal Investment Activities of Investment Company
Personnel," the Company has determined to adopt this Code of Ethics on behalf of
the Company to specify a code of conduct for certain types of personal
securities transactions which might involve conflicts of interest or an
appearance of impropriety, and to establish reporting requirements and
enforcement procedures.
<PAGE>
III. Definitions.
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A. An "Access Person" means: (1) each director or officer of the
Company; (2) each employee (if any) of the Company (or of any company
in a control relationship to the Company) who in connection with his
or her regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of a security by the
Company or whose functions relate to the making of any recommendations
with respect to such purchases or sales; and (3) any natural person in
a control relationship to the Company who obtains information
concerning recommendations made to the Company with regard to the
purchase or sale of a security.
For purposes of this Code of Ethics, an "Access Person" does not
include any person who is subject to the securities transaction pre-
clearance requirements and securities transaction reporting
requirements of the Code of Ethics adopted by the Company's investment
advisers, administrator or principal underwriter which complies with
Rule 17j-1 under the 1940 Act.
B. "Restricted Director" or "Restricted Officer" means each director or
officer of the Company who is not also a director, officer, partner,
employee or controlling person of the Company's investment advisers,
administrator, custodian, transfer agent, or distributor.
C. An Access Person's "immediate family" includes a spouse, minor
children and adults living in the same household as the Access Person.
D. A security is "held or to be acquired" if within the most recent 15
days it (1) is or has been held by the Company, or (2) is being or has
been considered by the Company or its investment adviser for purchase
by the Company. A purchase or sale includes the writing of an option
to purchase or sell and any security that is exchangeable for or
convertible into, any security that is held or to be acquired by the
Company.
E. An "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, the issuer of which,
immediately before the registration, was not subject to the reporting
requirements of Sections 13 or 15(d) of the Securities Exchange Act of
1934.
F. "Investment Personnel" of the Company means:
(i) Any employee of the Company (or of any company in a control
relationship to the Company) who, in connection with his or her
regular functions or duties, makes or participates in making
recommendations regarding the purchase or sale of securities by the
Company.
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(ii) Any natural person who controls the Company and who obtains
information concerning recommendations made to the Company regarding
the purchase or sale of securities by the Company.
G. A "Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2)
or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under
the Securities Act of 1933.
H. "Covered Security" means a security as defined in Section (2)(a)(36)
of the 1940 Act, except that it does not include direct obligations of
the Government of the United States; bankers' acceptances; bank
certificates of deposit; commercial paper; high quality short-term
debt instruments (any instrument having a maturity at issuance of less
than 366 days and that is rated in one of the two highest rating
categories by a nationally recognized statistical rating
organization), including repurchase agreements; and shares of
registered open-end investment companies.
I. "De Minimis Security" means securities issued by any company included
in the Standard and Poor's 500 Stock Index and in an amount less than
$10,000.
IV. Policies of the Company Regarding Personal Securities Transactions.
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A. General Policy.
No Access Person of the Company shall engage in any act, practice or
course of business that would violate the provisions of Rule 17j-1(b)
set forth above, or in connection with any personal investment
activity, engage in conduct inconsistent with this Code of Ethics.
B. Specific Policies.
1. Restrictions on Personal Securities Transactions By Access
Persons Other Than Restricted Directors and Restricted Officers.
a. Except as provided below in paragraph IV.B.1.d., no Access
Person who is not a Restricted Director or Restricted
Officer may buy or sell Covered Securities for his or her
personal portfolio or the portfolio of a member of his or
her immediate family without obtaining oral authorization
from the Compliance Officer of the Company's investment
adviser prior to effecting such security transaction.
-----
A written authorization for such security transaction will
be provided by the investment adviser's Compliance Officer
to the person receiving the authorization (if granted) and
to the Company's administrator to memorialize the oral
authorization that was granted.
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Note: If an Access Person has questions as to whether
purchasing or selling a security for his or her
personal portfolio or the portfolio of a member of his
or her immediate family requires prior oral
authorization, the Access Person should consult the
investment adviser's Compliance Officer for clearance
or denial of clearance to trade prior to effecting any
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securities transactions.
b. Pre-clearance approval under paragraph (a) will expire at
the close of business on the seventh trading day after the
date on which oral authorization is received, and the Access
Person is required to renew clearance for the transaction if
the trade is not completed before the authority expires.
c. No clearance will be given to an Access Person other than a
Restricted Director or Restricted Officer to purchase or
sell any Covered Security (1) on a day when any portfolio of
the Company has a pending "buy" or "sell" order in that same
Covered Security until that order is executed or withdrawn
or (2) when the Compliance Officer has been advised by the
investment adviser that the same Covered Security is being
considered for purchase or sale for any portfolio of the
Company.
d. The pre-clearance requirements contained in paragraph
IV.B.1.a, above, shall not apply to the following securities
("Exempt Securities"):
(i) Securities that are not Covered Securities.
(ii) De Minimis Securities.
(iii) Securities purchased or sold in any account over
which the Access Person has no direct or indirect
influence or control.
(iv) SEcurities purchased or sold in a transaction which
is non-volitional on the part of either the Access
Person or the Company.
(v) Securities acquired as a part of an automatic
dividend reinvestment plan.
(vi) Securities acquired upon the exercise of rights
issued by an issuer pro rata to all holders of a
class of its securities, to the extent such rights
were acquired from such issuer, and sales of such
rights so acquired.
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(vii) Securities which the Company's investment portfolios
are not permitted to purchase under the investment
objectives and policies set forth in the Company's
then current prospectuses under the Securities Act of
1933 or the Company's registration statements on Form
N-1A.
e. The pre-clearance requirement contained in paragraph
IV.B.1.a, above, shall apply to all purchases of a
---
beneficial interest in any security through an Initial
Public Offering or a Limited Offering by any Access Person
who is also classified as Investment Personnel. A record of
any decision and the reason supporting such decision to
approve the acquisition by Investment Personnel of Initial
Public Offerings or Limited Offerings shall be made by the
Compliance Officer.
2. Restrictions on Personal Securities Transactions by Access
Persons Who Are Restricted Directors and Restricted Officers.
The Company recognizes that an Access Person who is a Restricted
Director or a Restricted Officer does not have on-going, day-to-
day involvement with the operations of the Company. In addition,
it has been the practice of the Company to give information about
securities purchased or sold by the Company or considered for
purchase or sale by the Company to Restricted Directors and
Restricted Officers in materials circulated more than 15 days
after such securities are purchased or sold by the Company or are
considered for purchase or sale by the Company. Accordingly, the
Company believes that less stringent controls are appropriate for
Restricted Directors and Restricted Officers, as follows:
a. The securities pre-clearance requirement contained in
paragraph IV.B.1.a. above shall only apply to an Access
Person who is a Restricted Director or Restricted Officer if
he or she knew or, in the ordinary course of fulfilling his
or her official duties as a director or officer, should have
known, that during the fifteen day period before the
transaction in a Covered Security (other than an Exempt
Security) or at the time of the transaction that the Covered
Security purchased or sold by him or her other than an
Exempt Security, was also purchased or sold by the Company
or considered for the purchase or sale by the Company.
b. Pre-clearance approval under paragraph (a) will expire at
the close of business on the seventh trading day after the
date on which oral authorization is received, and the Access
Person is required to renew clearance for the transaction if
the trade is not completed before the authority expires.
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c. If the pre-clearance provisions of paragraph IV.B.2.a.
apply, no clearance will be given to an Access Person who is
a Restricted Director or Restricted Officer to purchase or
sell any Covered Security (1) on a day when any portfolio of
the Company has a pending "buy" or "sell" order in that same
Covered Security until that order is executed or withdrawn
or (2) when the Compliance Officer has been advised by the
investment adviser that the same Covered Security is being
considered for purchase or sale for any portfolio of the
Company.
V. Procedures.
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In order to provide the Company with information to enable it to determine
with reasonable assurance whether the provisions of this Code are being observed
by its Access Persons:
A. Each Access Person of the Company other than a director who is not an
"interested person" of the Company (as defined in the 1940 Act) will
submit to the administrator an Initial Holdings Report in the form
attached hereto as Exhibit A that lists all Covered Securities
beneficially owned/1/ by the Access Person except as stated below.
This report must be submitted within 10 days of becoming an Access
Person (or for persons already designated as Access Person by
September 1, 2000) and must include the title of each security, the
number of shares held, and the principal amount of the security. The
Report must also include a list of any securities accounts maintained
with any broker, dealer or bank.
B. Each Access Person of the Company other than a director who is not an
"interested person" of the Company (as defined in the 1940 Act) will
also submit to the administrator an Annual Holdings Report attached
hereto as Exhibit A no later than 30 days after the end of the
calendar year. Except as stated below, the Annual Holdings Report
must list all Covered Securities beneficially owned by
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____________
1. You will be treated as the "beneficial owner" of a security under this
policy only if you have a direct or indirect pecuniary interest in the security.
(a) A direct pecuniary interest is the opportunity, directly or
indirectly, to profit, or to share the profit, from the transaction.
(b) An indirect pecuniary interest is any nondirect financial interest,
but is specifically defined in the rules to include securities held by
members of your immediate family sharing the same household;
securities held by a partnership of which you are a general partner;
securities held by a trust of which you are the settlor if you can
revoke the trust without the consent of another person, or a
beneficiary if you have or share investment control with the trustee;
and equity securities which may be acquired upon exercise of an
option or other right, or through conversion.
For interpretive guidance on this test, you should consult counsel.
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<PAGE>
the Access Person, the title of each security, the number of shares
held, and the principal amount of the security, as well as a list of
any securities accounts maintained with any broker, dealer or bank.
C. Each Access Person of the Company other than a Restricted Director or
Restricted Officer shall direct his or her broker to supply to the
Compliance Officer of the Company's administrator, on a timely basis,
duplicate copies of confirmations of all securities transactions in
which the person has, or by reason of such transaction acquires any
direct or indirect beneficial ownership and copies of periodic
statements for all securities accounts.
D. Except as stated below, each Access Person of the Company, other than
a director who is not an "interested person" (as defined in the 1940
Act), shall submit reports in the form attached hereto as Exhibit B to
the Company's administrator, showing all transactions in Covered
Securities in which the person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership, as well as all
accounts established with brokers, dealers or banks during the quarter
in which any Covered Securities were held for the direct or indirect
beneficial interest of the Access Person./2/ Such reports shall be
filed no later than 10 days after the end of each calendar quarter.
An Access Person of the Company need not make a quarterly transaction
report under this paragraph if all of the information required by this
paragraph V.D. is contained in the brokerage confirmations or account
statements required to be submitted under paragraph V.C. and is
received by the administrator in the time period stated above.
E. Each director who is not an "interested person" of the Company need
not make an initial or annual holdings report but shall submit the
same quarterly report as required under paragraph V.D. to the
administrator, but only for a transaction in a Covered Security
(except as stated below) where he or she knew at the time of the
transaction or, in the ordinary course of fulfilling his or her
official duties as a director, should have known that during the 15-
day period immediately preceding or after the date of the transaction,
such Covered Security is or was purchased or sold, or considered for
purchase or sale, by the Company.
F. The reporting requirements of this Section V. do not apply to
securities transactions effected for, and any Covered Securities held
in, any account over which an Access Person does not have any direct
or indirect influence or control.
G. The administrator of the Company shall notify each Access Person of
the Company who may be subject to the pre-clearance requirement or
required to make reports pursuant to this Code that such person is
subject to the pre-clearance or reporting requirements and shall
deliver a copy of this Code to each such person.
______________
/2/ See footnote 1 above.
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H. The administrator of the Company shall review the initial holdings
reports, annual holdings reports, and quarterly transaction reports
received, and as appropriate compare the reports with the pre-
clearance authorization received, and report to the Company's Board of
Directors:
a. with respect to any transaction that appears to evidence a
possible violation of this Code; and
b. apparent violations of the reporting requirement stated
herein.
I. The Board shall consider reports made to it hereunder and shall
determine whether the policies established in Sections IV and V of
this Code of Ethics have been violated, and what sanctions, if any,
should be imposed on the violator, including but not limited to a
letter of censure, suspension or termination of the employment of the
violator, or the unwinding of the transaction and the disgorgement of
any profits to the Company. The Board shall review the operation of
this Code of Ethics at least once a year.
J. The Company's investment advisers and principal underwriter/3/ shall
adopt, maintain and enforce separate codes of ethics with respect to
their personnel which comply with Rule 17j-1 under the 1940 Act, and
shall forward to the Company's administrator and the Company's counsel
copies of such codes and all future amendments and modifications
thereto. The Board of Directors, including a majority of the
directors who are not "interested persons" of the Company (as defined
in the 1940 Act), shall approve this Code of Ethics, and the codes of
ethics of each investment adviser and principal underwriter of the
Company, and any material amendments to such codes. Such approval
must be based on a determination that such codes contain provisions
reasonably necessary to prevent Access Persons of the Company from
engaging in any conduct prohibited under such codes and under Rule
17j-1 under the 1940 Act. The Board shall review and approve such
codes at least once a year. Furthermore, any material changes to an
investment adviser's or principal underwriter's code will be approved
by the Board at the next scheduled quarterly board meeting and in no
case more than six months after such change. Before approving any
material amendments to the investment adviser's or principal
underwriter's code of ethics, the Board must receive a certification
from the investment adviser or principal underwriter that it has
adopted procedures reasonably necessary to prevent Access Persons from
violating its code of ethics and under Rule 17j-1 under the 1940 Act.
________________
/3/ The provisions of Rule 17j-1 only apply to principal underwriters if (a)
the principal underwriter is an affiliated person of the Company or the
Company's investment adviser; or (b) an officer, director or general partner of
the principal underwriter serves as an officer, director or general partner of
the Company or of the Company's investment adviser.
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<PAGE>
K. At each quarterly Board of Directors' meeting the administrator (on
behalf of the Company), investment adviser and principal underwriter
of the Company shall provide a written report to the Company's Board
of Directors stating:
a. any reported securities transaction that occurred during the
prior quarter that may have been inconsistent with the provisions
of the codes of ethics adopted by the Company, the Company's
investment advisers or principal underwriter; and
b. all disciplinary actions/4/ taken in response to such violations.
L. At least once a year, the administrator shall provide to the Board
with respect to this Code of Ethics, and the Company's investment
adviser and principal underwriter shall provide to the Board, with
respect to their codes of ethics, a written report which contains: (a)
a summary of existing procedures concerning personal investing by
advisory persons and any changes in the procedures during the past
year, as applicable; (b) an evaluation of current compliance
procedures and a report on any recommended changes in existing
restrictions or procedures based upon the Company's experience under
this Code of Ethics, industry practices, or developments in applicable
laws and regulations; (c) a summary of any issues arising under the
Code of Ethics or procedures since the last report, including but not
limited to, information about material violations of the Code or
procedures and sanctions imposed in response to material violations;
and (d) a certification that the procedures which have been adopted
are those reasonably necessary to prevent Access Persons from
violating the respective Codes of Ethics.
M. This Code, the codes of the investment advisers and principal
underwriter, a record of any violation of such codes and any action
taken as a result of the violation, a copy of each report by an Access
Person, any written report hereunder by the Company's administrator,
investment adviser or principal underwriter, records of approvals
relating to Initial Public Offerings and Limited Offerings, lists of
all persons required to make reports and a list of all persons
responsible for reviewing such reports shall be preserved with the
Company's records for the period and in the manner required by Rule
17j-1.
_________________
/4/ Disciplinary action includes but is not limited to any action that has a
material financial effect upon the employee, such as fining, suspending, or
demoting the employee, imposing a substantial fine or requiring the disgorgement
of profits.
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VI. Certification.
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Each Access Person will be required to certify annually that he or she has
read and understood this Code of Ethics, and will abide by it. Each Access
Person will further certify annually that he or she has disclosed or reported
all personal securities transactions required to be disclosed or reported under
the Code of Ethics. A form of such certification is attached hereto as Exhibit
C.
The Board of Directors of The RBB Fund. Inc.
Adopted: February 1, 1995
As Revised Effective: September 1, 2000
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Exhibit A
The RBB Fund, Inc.
Holdings Report
For the Year/Period Ended _______________________
(month/day/year)
[_] Check Here if this is an Initial Holdings Report
To: PFPC, Inc., as Administrator of the above listed Company
As of the calendar year/period referred to above, I have a direct or
indirect beneficial ownership interest in the securities listed below which are
required to be reported pursuant to the Code of Ethics of the Company:
Title of Cusip Number Principal
Security Number of Shares Amount
-------- ------ --------- ------
The name of any broker, dealer or bank with whom I maintain an account
in which my securities are held for my direct or indirect benefit are as
follows:
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transactions not
required to be reported, and (iii) is not an admission that I have or had any
direct or indirect beneficial ownership in the securities listed above.
Date:________________________________ Signature:____________________________
Print Name:___________________________
<PAGE>
Exhibit B
THE RBB FUND, INC.
(the "Company")
Quarterly Transaction Report*
For the Calendar Quarter Ended _______________________
(month/day/year)
To: PFPC, Inc., as Administrator of the above listed Company
A. Securities Transactions. During the quarter referred to above, the
-----------------------
following transactions were effected in securities of which I had, or by reason
of such transactions acquired, direct or indirect beneficial ownership, and
which are required to be reported pursuant to the Code of Ethics of the Company:
<TABLE>
<CAPTION>
Interest Nature of
Rate and Number of Transaction Broker/Dealer
Maturity Shares or Dollar (Purchase, or Bank
Title of CUSIP Date (If Date of Principal Amount of Sale, Through Whom
Security Number Applicable) Transaction Amount Transaction Other) Price Effected
-------- ------ ----------- ----------- ------ ----------- ------ ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
________________
* Non-interested directors only have to complete this report for transactions
where they knew at the time of the transaction or, in the ordinary course of
fulfilling their official duties as a director or officer, should have known
that during the 15-day period immediately preceding or after the date of the
transaction, such security was purchased or sold, or such security was being
considered for purchase or sale, by the Company.
B. New Brokerage Accounts. During the quarter referred to above, I
----------------------
established the following accounts in which securities were held during the
quarter for my direct or indirect benefit:
Name of Broker, Dealer or Bank Date Account Was Established
------------------------------ ----------------------------
C. Other Matters. This report (i) excludes transactions with respect to
-------------
which I had no direct or indirect influence or control, (ii) excludes other
transactions not required to be reported, and (iii) is not an admission that I
have or had any direct or indirect beneficial ownership in the securities listed
above.
Date: ____________________ Signature:________________________________
Print Name:_______________________________
<PAGE>
Exhibit C
The RBB Fund, Inc.
ANNUAL CERTIFICATE
Pursuant to the requirements of the Code of Ethics of The RBB Fund,
Inc., the undersigned hereby certifies as follows:
1. I have read the Company's Code of Ethics.
2. I understand the Code of Ethics and acknowledge that I am subject
to it.
3. Since the date of the last Annual Certificate (if any) given
pursuant to the Code of Ethics, I have reported all personal
securities transactions and provided any securities holding
reports required to be reported under the requirements of the
Code of Ethics.
Date: ___________________________________
Print Name
____________________________________
Signature
B-1
<PAGE>
The RBB Fund, Inc.'s Code Of Ethics And How The Code Affect Your Personal
Securities Transactions
<TABLE>
<CAPTION>
Your Classification Rule Pre-Clearance Requirements
===================================================================================================================================
<S> <C> <C>
Restricted/Interested Director(s) You or a member of your immediate family may not You must obtain advance clearance for security
trade a Covered Security (other than an Exempt transactions from the compliance officer of
Robert Sablowsky Security) while the Company is transacting or the Company's adviser ("Adviser") if you know
Marvin Sternberg considering for transaction the same security if (or should know) that the same Covered
during the 15 day period before, or at the same Security (other than an Exempt Security) has
time, you know (or should know) that the been traded or considered for trade by the
security was transacted or considered for such Company within the past 15 days. Your trade
by the Company. must be completed by the close of business on
the seventh trading day after the date on
which oral authorization is received.
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<CAPTION>
Your Classification Filing Requirements
===================================================================================================
<S> <C>
Restricted/Interested Director(s) You must make:
. An initial holdings report listing all Covered
Robert Sablowsky Securities (other than transactions affected for, and
Marvin Sternberg any Covered Securities held in, accounts over which you
have no direct or indirect influence or control) you
beneficially own (including for example, such securities
held by members of your immediate family) and any
securities accounts maintained with any broker, dealer
or bank to the Administrator within 10 days of becoming
an interested director or by 9/1/2000, whichever is
earlier;
. An annual holdings report listing all Covered
Securities (other than transactions affected for, and
any Covered Securities held in, accounts over which you
have no direct or indirect influence or control) you
beneficially own (including for example, such securities
held by members of your immediate family) and any
securities accounts maintained with any broker, dealer
or bank to the Administrator within 30 days after the
end of the calendar year;
. A quarterly report listing all transactions in
Covered Securities (other than transactions affected
for, and any Covered Securities held in, accounts over
which you have no direct or indirect influence or
control) you beneficially own (including for example,
such securities held by members of your immediate
family) and accounts established with brokers, dealers
or banks during the quarter to the Administrator within
10 days after the end of each calendar quarter.
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</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Your Classification Rule Pre-Clearance Requirements
====================================================================================================================================
<S> <C> <C>
Restricted/Non-Interested Same as above Rule for Restricted/Interested Same as above Pre-Clearance Requirements for
Director(s)) Directors Restricted/Interested Directors
Julian Brodsky
Francis McKay
Arnold Reichman
Donald van Roden
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<CAPTION>
Your Classification Filing Requirements
===================================================================================================
<S> <C>
Restricted/Non-Interested You must make a quarterly report listing all
Director(s)) transactions in Covered Securities (other than
transactions affected for, and any Covered Securities
Julian Brodsky held in, accounts over which you have no direct or
Francis McKay indirect influence or control) you beneficially own
Arnold Reichman (including for example, such securities held by members
Donald van Roden of your immediate family) and accounts established with
brokers, dealers or banks during the quarter, to the
Administrator within 10 days after the calendar quarter
end which were effected when you knew (or should have
known) that such Covered Security was transacted by the
Company within 15 days of your transaction in the
security.
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</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Your Classification Rule Pre-Clearance Requirements
====================================================================================================================================
<S> <C> <C>
Restricted Officer(s) You or a member of your immediate family may not You must obtain advance clearance for security
trade a Covered Security (other than an Exempt transactions from the compliance officer of the
Michael P. Malloy Security) while the Company is transacting or Adviser if you know (or should know) that the
Edward Roach considering for transaction the same security if same Securities (Covered Security (other than
during the 15 day period before, or at the same an Exempt Security) has been traded or
time, you know (or should know) that the security considered for trade by the Company within the
was transacted or considered for such by the past 15 days. Your trade must be completed by
Company. the close of business on the seventh trading
day after the date on which oral authorization
is received.
<CAPTION>
Your Classification Filing Requirements
===================================================================================================
<S> <C>
Restricted Officer(s) You must make:
. An initial holdings report listing all Covered
Michael P. Malloy Securities (other than transactions affected for, and
Edward Roach any Covered Securities held in, accounts over which you
have no direct or indirect influence or control) you
beneficially own (including for example, such securities
held by members of your immediate family) and any
securities accounts maintained with any broker, dealer
or bank to the Administrator within 10 days of becoming
an officer or by 9/1/2000, whichever is earlier;
. An annual holdings report listing all Covered
Securities (other than transactions affected for, and
any Covered Securities held in, accounts over which you
have no direct or indirect influence or control) you
beneficially own (including for example, such securities
held by members of your immediate family) and any
securities accounts maintained with any broker, dealer
or bank to the Administrator within 30 days after the
end of the calendar year;
. A quarterly report listing all transactions in
Covered Securities (other than transactions affected
for, and any Covered Securities held in, accounts over
which you have no direct or indirect influence or
control) you beneficially own (including for example,
such securities held by members of your immediate
family) and accounts established with brokers, dealers
or banks during the quarter to the Administrator within
10 days after the end of each calendar quarter.
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</TABLE>
Note 1: The terms "Covered Security," "Exempt Security" and "beneficial
ownership" are defined terms. Please see the Code of Ethics for the
definitions of beneficial ownership, Covered Security and Exempt
Security to determine which securities are not subject to the Code's
pre-clearance and reporting requirements.
Note 2: This chart has been developed to assist you in understanding the
provisions and requirements of the Code of Ethics. This is not intended
to be used as a substitute for but merely as supplement to the Code.
