LOWE, BROCKENBROUGH & COMPANY, INC.
CODE OF ETHICS
REVISED AS OF 3/1/2000
I. INTRODUCTION
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A. GENERAL PRINCIPLES
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This Code of Ethics ("Code") establishes rules of conduct for "Covered
Persons" (as defined herein) of Lowe, Brockenbrough & Company, Inc.,
and is designed to govern the personal securities activities of
Covered Persons. In general, in connection with personal securities
transactions, Covered Persons should (1) always place the interest of
the firm's clients first; (2) ensure that all personal securities
transactions are conducted consistent with this Code and in such a
manner as to avoid any actual or potential conflict of interest or any
abuse of a Covered Person's position of trust and responsibility; and
(3) not take inappropriate advantage of their positions.
B. LEGAL REQUIREMENT
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Rule 17j-1(a) under the Investment Company Act of 1940 (the "Act")
makes it unlawful for any employee:
1. To employ any device, scheme or artifice to defraud any client of
the Adviser;
2. To make to any client of the Adviser any untrue statement of a
material fact or omit to state to such client 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 any client of
the Adviser; or
4. To engage in any manipulative practice with respect to any client
of Adviser.
C. APPLICABILITY
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For purposes of this Code, "Covered Person" shall mean:
All employees of (the firm).
Those whose functions relate to the making of any recommendations
regarding the purchase or sale of securities including the person or
persons with the direct responsibility and authority to make
investment decisions are considered "Advisory Persons."
<PAGE>
II. RESTRICTIONS ON ACTIVITIES
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A. BLACKOUT PERIODS
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1. No Covered Person shall purchase or sell, directly or indirectly,
any security in which he or she has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership
on a day during which the firm has a pending "buy" or "sell"
order in that same security until that order is executed or
withdrawn;
2. No Advisory Person shall purchase or sell, directly or
indirectly, any security in which he or she has, or by reason of
such transaction acquires, any direct or indirect beneficial
ownership within seven (7) calendar days after the firm trades in
that security unless the firm's entire position in that security
has been sold prior to such transaction and the Advisory Person
is also selling the security. If a securities transaction is
executed by the firm within 7 calendar days after a Advisory
Person executed a transaction in the same security, The
Compliance Officer will review the Advisory Person's and the
firms' transactions to determine whether the Advisory Person did
not meet his or her fiduciary duties to the firm's clients in
violation of this code.
B. INTERESTED TRANSACTIONS
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No Advisory Person shall recommend any securities transactions without
having disclosed to the Managing Director his or her interest, if any,
in such securities or the issuer thereof, including without
limitation:
A. any direct or indirect beneficial ownership of any securities of
such issuer;
B. any contemplated transaction by such person in such securities;
C. any position with such issuer or its affiliates; and
D. any present or proposed business relationship between such issuer
or its affiliates and such person or any party in which such
person has a significant interest.
C. INITIAL PUBLIC OFFERINGS
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No Advisory Person shall acquire directly or indirectly, any
beneficial ownership in any securities in an initial public offering
for his or her personal account without the prior approval of the
Compliance Officer who has been provided by such Advisory Person with
full details of the proposed
<PAGE>
II. RESTRICTIONS ON ACTIVITIES (cont.)
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C. INITIAL PUBLIC OFFERINGS (cont.)
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transaction (including written certification that the investment
opportunity did not arise by virtue of the Advisory Person's
activities on behalf of the firm) and has concluded after consultation
with other investment advisory personnel that the firm has no
foreseeable interest in purchasing such securities.
D. PRIVATE PLACEMENTS
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No Advisory Person shall acquire, directly or indirectly, any
beneficial ownership of any securities in a private placement without
the prior approval of the Compliance Director who has been provided by
such Advisory Person with full details of the proposed transaction
(including written certification that the investment opportunity did
not arise by virtue of the Advisory Person's activities on behalf of
the firm) and has concluded after consultation with other investment
advisory personnel that the firm has no foreseeable interest in
purchasing such securities.
E. SHORT-TERM TRADING PROFITS
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No Advisory Person shall profit from the purchase and sale, or sale
and purchase, of the same (or equivalent) securities of which are the
same or equivalent to those securities purchased by the firm within 60
calendar days. Any profit so realized shall be disgorged.
Notwithstanding the foregoing provision, an Advisory person, subject
to advance approval of the Compliance Officer on a case-by-case basis,
may profit from the purchase and sale, or sale and purchase, of the
same securities within 60 calendar days.
F. GIFTS
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No Advisory Person shall receive any gift or other things of more than
de minimis value from any person or entity that does business with or
on behalf of the firm.
G. SERVICE AS A DIRECTOR
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No Advisory Persons shall serve on the board of directors of any
publicly traded company without prior authorization by the firm's
Managing Directors based upon a determination that such board service
would be consistent with the interests of the firm's advisory clients.
<PAGE>
III. EXEMPT TRANSACTIONS (All employee transactions must follow principle of
------------------- last in, last out.)
A. For purposes of this Code, the term "security" shall not include the
following:
1. securities issued by the Government of the United States;
2. bankers' acceptances;
3. bank certificates of deposit;
4. commercial paper;
5. fixed-income securities, provided that (a) the security has a
credit rating of at least Aa or Aaa from Moody's Investors
Service, AA or AAA from Standard & Poor's Ratings Group, or an
equivalent rating from another rating service, or is unrated but
comparably creditworthy, (b) the security matures within twelve
months of purchase, (c) the market is very broad so that a large
volume of transactions on a given day will have relatively little
effect on yields, and (d) the market for the instrument features
highly efficient machinery permitting quick and convenient
trading in virtually any volume; and
6. shares of unaffiliated registered open-end investment companies.
B. The prohibitions described in paragraphs (A) and (E) of Article II and
paragraph (A) of Article IV shall not apply to the following
transactions:
1. Purchases or sales effected in any account over which the Covered
Person has no direct or indirect influence or control;
2. Purchase or sales of fixed-income securities of investment grade
with an outstanding issue size of $100,000,000 or more;
3. Purchases or sales that are non-volitional on the part of the
Covered Person;
4. Purchases that are part of an automatic dividend reinvestment
plan;
5. Purchases effected 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 the issuer, and sales
of such rights so acquired;
6. Purchases or sales of currencies, currency futures, interest rate
futures, index futures, options on any of the foregoing;
7. Purchases or sales of securities issued or guaranteed as to
principal and interest by any government or its agencies or
instrumentalities;
<PAGE>
III. EXEMPT TRANSACTIONS (cont.)
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B. (cont.)
8. Transactions in a security for which the purchase or sale price,
when aggregated with purchases or sales of the same security
within 15 days before or after such transaction, is $50,000 in
the case of issuers with total market capitalization in excess of
$4 billion.
9. Purchases or sales of an equity security traded on the New York
Stock Exchange, the American Stock Exchange or the NASDAQ
Quotation System if the number of shares purchased or sold, when
aggregated with purchases or sales of the same security within 15
days before or after such transaction, is 500 shares or less; or
10. Subject to the advance approval by the Compliance Director
purchases or sales which are only remotely potentially harmful to
the Firm because such purchases or sales would be unlikely to
affect a highly institutional market, or because such purchases
or sales are clearly not related economically to the securities
held, purchased or sold by the Firm.
IV. COMPLIANCE PROCEDURES
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A. PRECLEARANCE
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A Covered Person may directly or indirectly, acquire or dispose of
beneficial ownership of a security, only if (1) such purchase or sale
has been approved by the Compliance Director, (2) the approved
transaction is completed by the close of business on the second
trading day after approval is received. (3) the Compliance Director
has not rescinded such approval prior to execution of the transaction.
B. REPORTING
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Each Covered Person is required to direct his/her brokers to supply to
the Compliance Director, on a timely basis, duplicate copies of all
confirmations of all personal securities transactions and copies of
periodic statements for all securities accounts.
C. DISCLOSURE OF PERSONAL HOLDINGS
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Upon commencement of employment and annually thereafter, each Advisory
Person shall be required to disclose his or her current personal
securities holdings to the Compliance Director.
Personnel becoming Advisory Person will be required, no later than 10
days after becoming an Advisory Person, to provide the Compliance
Director with a listing of all securities beneficially owned.
<PAGE>
IV. COMPLIANCE PROCEDURES (cont.)
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D. CERTIFICATION OF COMPLIANCE
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Each Covered Person is required to certify annually that he or she has
read and understood this Code and recognizes that he or she is subject
to such Code. Further, each Covered Person is required to certify
quarterly that he or she has complied with all the requirements of the
Code and that he or she has disclosed or reported all personal
securities transactions required to be disclosed or reported pursuant
to the requirements of the Code.
E. NOTIFICATION OF SUBJECT PERSONS
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The Compliance Director shall notify each Covered Person of the firm
who may be required to make reports pursuant to this Code that such
person is subject to this Code and its reporting requirements and
shall deliver a copy of this Code to each such person.
F. REVIEW BY THE BOARD
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1. At least quarterly, the Compliance Director shall report to the
Board any violations requiring significant remedial action during
the past quarter.
2. At least annually, the Compliance Director shall report to the
Board:
A. all existing procedures concerning Covered Persons' personal
trading activities and any procedural changes made during
the past year; and
B. any recommended changes to the firm's Code or procedures.
V. SANCTIONS
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Upon discovering that a Covered Person has not complied with the
requirements of this Code, the Compliance Director shall report the
violation to the management personnel of the Advisor for appropriate
remedial action which, in addition to the actions specifically delineated
in other sections of this Code, may include a reprimand of the Covered
Person, a monetary fine, suspension, or termination.
VI. CONFIDENTIALITY
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All information obtained from any Covered Person hereunder shall be kept in
strict confidence, except that reports of securities transactions hereunder
may be made available to the Securities and Exchange Commission or any
other regulatory or self-regulatory organization, and may otherwise be
disclosed to the extent required by law or regulation.
<PAGE>
VII. OTHER LAWS, RULES AND STATEMENTS OF POLICY
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Nothing contained in this Code shall be interpreted as relieving any
Covered Person from acting in accordance with the provision of any
applicable law, rule, or regulation or any other statement of policy or
procedures governing the conduct of such person adopted by the Firm.
VIII. FURTHER INFORMATION
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If any person has any questions with regard to the applicability of the
provisions of this Code generally or with regard to any securities
transaction or transactions such person should consult the Compliance
Director.
IX. RECORDS
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This Code, a copy of each report by a Covered Person, any written report
hereunder by the Firm, and lists of all persons required to make reports
shall be preserved with the Firm's records for the period required by the
Security and Exchange Commission.
