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MONITOR CAPITAL ADVISORS LLC
CODE OF ETHICS
This Code of Ethics (the "Code") has been issued by Monitor Capital Advisors LLC
("Monitor Capital" or the "Company") in order to set forth applicable guidelines
and procedures that promote ethical practices and conduct by all of its
"employees."(1) All recipients of the Code are to read it carefully, retain it
for future reference and abide by its requirements. Also, please refer to the
Monitor Capital policy entitled, "Personal Investment Policy," which has been
incorporated into the Code and is an integral part of its requirements. The
Personal Investment Policy will provide each employee with specific guidance
concerning personal security investments and the responsibilities associated
with that activity.
Monitor Capital requires that all employees observe the applicable standards' of
duty and care. An employee may not evade the provisions of the Code by having
another person, including a friend, relative or other, act or fail to act in a
manner in which the employee is prohibited.
I. GENERAL POLICY
It shall be a violation of this Code and its procedures, for any
employee of the firm, in connection with the purchase or sale, directly or
indirectly, of any security held or to be acquired by any client including a
registered investment company or other entity (collectively a "Client"):
1. to employ any device, scheme or artifice to defraud any Client
for which the firm serves as an investment adviser or
sub-adviser;
2. to make to the Client any untrue statement of a material fact
necessary or to omit to state to the 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 that
operates or would operate as a fraud or deceit upon the
Client; or
4. to engage in any manipulative practice with respect to the
Client.
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(1) "Employee" shall mean all Monitor employees and Directors.
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II. GUIDELINES AND PROCEDURES
Guidelines
As a fundamental requirement, Monitor Capital demands the highest
standards of ethical conduct on the part of all its employees. All
employees must abide by this basic standard and never take
inappropriate advantage of their position with the Company.
Each employee is under a duty to exercise his or her authority and
responsibility for the primary benefit of Monitor Capital and may not
have outside interests conflicting with the interests of the Company.
Each person must avoid any circumstance which might adversely affect or
appear to affect Monitor Capital, its clients or his or her duty of
complete loyalty to Monitor Capital in the discharge of his or her
responsibilities. This duty includes the protection of client and
company confidential information and Monitor Capital's reputation for
trustworthy financial service.
As part of this ongoing responsibility, each employee has the duty to
disclose to Monitor Capital any interest that he or she may have in any
firm, corporation or business unit which is not affiliated or
participating in any joint venture or partnership with Monitor Capital
or its affiliates.(2) Disclosure should be timely so that Monitor
Capital may take action concerning any possible conflict as it deems
appropriate. It is recognized, however, that Monitor Capital has or may
have business relationships with many organizations and that a
relatively small interest in publicly traded securities of an
organization does not necessarily give rise to a conflict of interest.
Therefore, the following procedures have been adopted and approved by
Monitor Capital.
Procedures
a) It is considered generally incompatible with an employee's duties to
Monitor Capital to assume the position of director of a corporation. A
report should be made by an employee to Monitor Capital of any
invitation to serve as a director of a corporation which is not an
affiliate and the person must receive the approval of the Chief
Compliance Officer ("CCO") ("" prior to accepting any such
directorship. In the event that approval is given, the corporation in
question shall immediately be placed on Monitor Capital's "Restricted
List".
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(2) Affiliates shall mean any corporation controlling, controlled by or under
common control with, Monitor Capital.
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b) Except as approved by the CCO, it is considered generally incompatible
with the duties of an employee of Monitor Capital to act as an officer,
general partner, consultant, agent, representative or employee of any
other business, other than an affiliate.
c) Except as approved by the CCO, employees may not have a monetary
interest, as principal, co-principal, agent or beneficiary, directly or
indirectly, or through any substantial interest in any other
corporation or business unit, in any transaction involving Monitor
Capital, subject to the same exceptions as are specifically permitted
under law.
d) Once a year, a "Questionnaire On Conflicts Of Interest", shall be
distributed to each employee for completion and filing with the CCO or
his designee. Each employee shall supplement the annual questionnaire
as necessary to reflect any material change between annual filings
e) Gifts/entertainment from third parties that do business with Monitor
Capital, its affiliates, or its clients and exceed a value of $25 must
be reported. You may not accept gifts/entertainment from third parties
with a value exceeding $100 without the prior approval of your
department head.
f) Employees are to disclose to the CCO all personal securities holdings
immediately upon commencement of employment, and in no case later than
ten (10) days beyond the employee's start date. (See the Personal
Investment Policy attached for a copy of the "Employee Initial
Securities Holdings Report and Certification" form).
g) On an annual basis, employees must disclose to the CCO all personal
securities holdings (i.e., all securities that are beneficially owned
by an employee AS OF YEAR-END). The required disclosure should be made
immediately after each calendar year and in no case later than January
30th of any year. (See the Personal Investment Policy attached for a
copy of the "Employee Annual Securities Holdings Report and
Certification" form).
h) All reports furnished pursuant to this policy will be maintained on a
confidential basis and will be reasonably secured to prevent
unauthorized access to such files.
II. THE CODE OF ETHICS AND STANDARDS OF PROFESSIONAL CONDUCT - FOR
FINANCIAL ANALYSTS
All members of the Association for Investment Management and Research
(AIMR) and the holders of and candidates for the Chartered Financial
Analyst designation are also obligated to conduct their activities in
accordance with AIMR Code of Ethics and Standards of Professional
Conduct.
III. MUTUAL FUND CODE OF ETHICS AND SUPPLEMENT THERETO
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As discussed above, each employee is under a duty to exercise his or
her authority and responsibility for the primary benefit of the
Company. Employees must abstain from participation (or any other
involvement) in "insider trading"(3) in contravention of applicable
laws or regulations. All personal securities transactions must be
conducted consistent with the Code (which includes Monitor Capital's
Personal Investment Policy) and in such a manner as to avoid any
actual, potential or apparent conflict of interest or any abuse of an
individual's position of trust and responsibility. Although Monitor
Capital employees must expressly comply with the terms of this Code ,
as an investment adviser to registered investment companies, the
Company and certain of its employees (i.e., Portfolio Managers,
Analysts, Traders etc.) may owe a specific duty of care to each fund
depending upon an employee's status as an "Access Persons"(4) of that
mutual fund. Monitor Capital's legal/compliance group has reviewed the
requirements of Rule 17j-1 of the Investment Company Act of 1940 and
has determined that an employee's compliance with the company's Code
will satisfy not only that Rules requirements, but the substantive code
of ethics requirements of every registered investment company that we
sub-advise.
IV. ACKNOWLEDGMENT
Each employee must certify annually, in substantially the form of
Exhibit A, that he or she has read and understood, and that they are
subject to and have complied with, the Code.
V. SANCTIONS
While compliance with the provisions of the Code is anticipated,
employees should be aware that in response to any violations, the
Company shall take whatever action is deemed necessary under the
circumstances including, but without limitation, the imposition of
appropriate sanctions. These sanctions may include, among others, the
reversal of trades, reallocation of trades to client accounts,
disgorging profits or, in more serious cases, employee suspension or
termination.
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(3) "Insider Trading" is defined as the purchase or sale of securities of a
public company while in possession of material, non-public information or
communicating such information to others.
(4) Rule 17j-1 defines an Access Person as any director, officer, general
partner or "Advisory Person" of the investment advisor who, with respect to any
Fund, makes any recommendation, participates in the determination of which
recommendation will be made, or whose principal function or duties relate to the
determination of which recommendation will be made, or who, in connection with
his or her duties, obtains information concerning recommendations on Covered
securities being made by the investment advisor to any fund. Rule 17j-1 defines
Advisory Person as (i) any employee of the Fund or investment advisor (or of any
company in a control relationship to the Fund or investment advisor) who, in
connection with his or her regular function or duties, makes, participates in,
or obtains information regarding the purchase or sale of Covered securities by a
Fund, or whose functions relate to the making of any recommendations with
respect to the purchase or sales; and (ii) any natural person in a control
relationship to the Fund or investment advisor who obtains information
concerning recommendations made to the Fund with regard to the purchase or sale
of Covered securities by the Fund.
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VI. RECORD-KEEPING
- The Company Compliance Officer and the Local Compliance
Officer must maintain all records relating to compliance with
the Code, such as exception reports, other internal memoranda
relating to non-compliant transactions and preclearance
records, for a period of seven years.
- Upon request by the Company Compliance Officer, a Local
Compliance Officer will provide the Company Compliance Officer
access to the Local Compliance Officer's Code records.
VII. EXCEPTIONS
The Compliance officer, in consultation with internal legal counsel for
the Company and the Local Compliance Officer, if applicable, may grant
written exceptions to provisions of the Code in circumstances which
present special hardship. The exceptions may be granted to individuals
or classes of individuals with respect to particular transactions,
classes of transactions or all transactions. Exceptions shall be
structured to be as narrow as is reasonably practicable with
appropriate safeguards designed to prevent abuse of the exception.
Notwithstanding the foregoing, however, no exception to a provision of
the Code shall be granted where such exception would result in a
violation of Rule 17j-1. Any exception which is granted shall be
reported to the Board at the next regularly scheduled meeting of the
Directors.
VIII. REVIEW BY THE CCO
The CCO will undertake an annual review with respect to the Code to
verify that the Code is being followed. The results of this review will
be set forth in an annual report by the CCO to the Board, not
withstanding any information deemed material in nature, which the CCO
will report at the next scheduled Board meeting. The report shall
specify any related concerns and recommendations and be accompanied by
the appropriate exhibits.
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EXHIBIT A
MONITOR CAPITAL ADVISORS LLC CODE OF ETHICS
ANNUAL CERTIFICATION OF COMPLIANCE WITH THE CODE(S) OF ETHICS
I hereby certify that I have received a copy of Monitor Capital Advisors LLC
Code of Ethics (the "Code") and have read the Code and understand its
requirements. I further certify that I am subject to the Code and have complied
with its all the requirements set forth there in (other than those that I
specifically advised or have been advised by a representative of Compliance).
_____________________________
Name:
Position:
__________________________
Date
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MONITOR CAPITAL ADVISORS LLC
PERSONAL INVESTMENT POLICY
I. IN GENERAL
Monitor Capital Advisors LLC ("Monitor Capital") owes an undivided loyalty to
its clients. Monitor Capital also recognizes the need to permit its employee's
reasonable freedom with respect to their personal investment activities. It is
important to balance in an appropriate way these competing interests in a way
which (a) acknowledges the possibility of conflict between these duties and (b)
sets forth standards to assure that the primary duty of loyalty to its clients
is fulfilled.
This policy ("Policy") supersedes and replaces in full any earlier policies on
the subjects regulated.
The Policy has been implemented by Monitor Capital although securities purchased
or sold for clients ordinarily trade in a sufficiently broad market to permit
transactions for clients or personal accounts to be completed without any
appreciable impact on the market for such securities.
Any questions which arise relating to the Policy should be referred to the Chief
Compliance Officer ("CCO") or Local Compliance Officer ("LCO"). If necessary,
any final determination of the administration of this policy will be made by the
Chairman or President in consultation with the CCO. This Policy is applicable to
all employees and directors.
II. RECORD KEEPING AND REPORTING REQUIREMENTS
1. Personal Record Keeping
Each employee of Monitor Capital is to maintain records adequate to establish
that the individual's personal investment decisions did not involve a conflict
with the requirements of the Policy. If there is any question as to whether a
proposed transaction might involve a possible violation of the Policy, the
transaction should be discussed in advance with the CCO or LCO.
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2. Pre-Clearance Reporting Requirement
Each employee shall file with the CCO or LCO (in writing, preferably
via electronic means), a request ("Request") in substantially the form
of Exhibit B before completing any transaction in covered securities in
any account over which the employee exercises "beneficial
ownership"(1); provided, however, that a Request need not be filed with
respect to any transaction (a) effected in any account which is managed
on a discretionary basis by a person other than such employee and with
respect to which such employee does not in fact influence or control
such transactions and documentation describing that relationship has
been submitted to Compliance or (b) in securities listed in Part III 1
which do not require prior approval.
3. Other Reporting Requirements
a) Statutory
Monitor Capital is required under the Investment Advisers Act of 1940
and Investment Company Act of 1940 to keep records of transactions in
securities in which its directors and employees have direct or indirect
beneficial ownership. The following reporting requirements have been
adopted to enable Monitor Capital to satisfy these requirements:
1. At the time of hiring, but in no case later than ten (10) days
from the date of commencement of employment with the firm, every
new employee shall submit to the CCO or LCO, a report in
substantially the form of Exhibit C ("Employee Initial Securities
Holdings Report and Certification"), disclosing every security and
account in which that employee has a direct or indirect beneficial
ownership interests;
2. At the end of each calendar year, but in no case later than
January 30th of the following year, every employee shall submit to
the CCO or LCO, a report in substantially the form of Exhibit D
("Employee Annual Securities Holdings Report and Certification"),
disclosing all personal securities holdings beneficially owned by
an employee AS OF YEAR-END;
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(1) Subject to the specific provisions of Rule 16a-1(a)(2), beneficial
ownership generally means having or sharing, directly or indirectly, through any
contract arrangement, understanding, relationship, or otherwise, a direct or
indirect "pecuniary interest" in the securities. (i) "Pecuniary interest" means
the opportunity, directly or indirectly, to profit or share in any profit
derived from a transaction in the securities. (ii) "Indirect pecuniary interest"
includes: (a) generally, securities held by members of the person's "immediate
family" sharing the same household (which ownership interest may be rebutted);
(b) a general partner's proportionate interest in portfolio securities held by a
general or limited partnership; (c) a person's right to dividends that is
separated or separable from the underlying securities (otherwise, a right to
dividends alone will not constitute a pecuniary interest in securities); (d) a
person's interest in securities held by a trust; (e) a person's right to acquire
securities through the exercise or conversion of any derivative security,
whether or not presently exercisable; and (f) a performance-related fee, other
than an asset based fee, received by any broker, dealer, bank, insurance
company, investment company, investment manager, trustee, or person or entity
performing a similar function, with certain exceptions.
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3. Each employee shall file with the CCO or LCO, a report in
substantially the form of Exhibit E ("Quarterly Report"),
within 10 days following the end of each calendar quarter in
which a transaction occurs in Covered securities, other than
those listed in Part III (1-4). The Quarterly Report must be
filed for transactions in any security in which a director or
an employee has, or by reason of such transaction acquires or
disposes of, any beneficial ownership. Employees must also
disclose accounts opened or closed since the previous quarter.
Each employee must sign and print the date of submission on
their Quarterly Report.
b) Additional Quarterly Reporting
Each employee shall file with the CCO or LCO, as part of the
Quarterly Report, the names and affiliations of family
members(2) who are employed in the securities or commodities
industries and who might be in a position to benefit directly
or indirectly from the activities of Monitor's personnel in
the discharge of their duties.
c) Duplicate Confirmations
Each employee shall arrange for prompt filing by the broker,
dealer and, if possible, bank (only applies to bank accounts
used substantially as brokerage accounts) with the CCO or LCO
of duplicate confirmations of all trades of personal
securities and quarterly account statements. The duplicates
shall be mailed to Monitor Capital Advisors LLC, 504 Carnegie
Center, Princeton, New Jersey 08540, Attention: Compliance
Officer.
III. STATEMENT OF RESTRICTIONS
1. Pre-Clearance
To help prevent "front running/scalping"(3) and other trading abuses,
particularly with respect to thinly traded securities, no employee of
Monitor Capital may purchase or sell, directly or indirectly, covered
securities (except pursuant to the next paragraph) without prior
approval of the CCO or LCO. The final determination shall be noted by
the CCO or LCO on the Request Form and dated and communicated to the
employee who submitted the request. The authorization provided by the
CCO or LCO is effective, unless revoked, only for the calendar day that
the request was submitted and ultimately approved. If the covered
securities transaction is not executed on that same day, a new
authorization must be obtained.
Subject to the other restrictions set forth in this Part III and other
applicable Monitor Capital's compliance policies relating to personal
trading, transactions in the following instruments only shall not
require prior approval of the CCO or LCO:
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(2) For purposes of this Policy, family members include the individual's spouse,
minor children, parents or any relative of the individual or the individual's
spouse who is sharing the individual's home.
(3) "Front Running" is defined as buying or selling a security prior to the
release of material information. "Scalping" is defined as buying and selling a
security the same day.
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1. Bank Certificates of Deposit
2. Registered Open-End Mutual Fund Shares
3. Treasury Obligations
4. Unit Investment Trusts that hold securities in proportion to a
broad based market index
2. Front Running
No employee of Monitor Capital may effect any transaction in
covered securities which Monitor Capital is purchasing or
selling for any client or proposes to purchase or sell for any
client if such transaction would in any way conflict with, or
be detrimental to, the interest of the client.
In order to implement the preceding paragraph and to minimize
the possibility of conflicts of interest, the following rules
are hereby made applicable to all transactions by employees in
covered securities:
A. No Personal Securities may be purchased or sold if (i) there
is a pending buy or sell order for clients of Monitor
Capital(4) or (ii) any purchase or sale of such securities
have been made for Monitor Capital client accounts in the
prior seven calendar days or can reasonably be anticipated for
Monitor Capital client accounts in the next seven calendar
days.
The CCO or LCO may make an exception to this rule in the event
that the contemplated transaction involves (i) 500 shares or
less in the aggregate and the issuer has market capitalization
(outstanding shares multiplied by the current market price per
share) greater than $5 billion; or (ii) 500 shares or less in
the aggregate or, less than .001% of the issuer's market
capitalization, if the issuer has market capitalization
(outstanding shares multiplied by the current market price per
share) less than $5 billion; or (iii) investment grade debt
instruments less then $100,000.
B. Not withstanding anything expressly stated in the policy, no
covered securities may be purchased or sold if such purchase
or sale is effected with a view to making a profit from a
change in the price of such security resulting from
anticipated transactions by or for Monitor Capital's clients.
3. Use of Brokerage for Personal or Family Benefit
No employee may, for direct or indirect personal or family
members benefit, execute a trade with a broker by using the
influence (implied or stated) of Monitor Capital or any
director's or employee's influence (implied or stated) with
Monitor Capital.
4. No Personal Trades Through Monitor Capital's Traders
No Personal Securities trades may be effected through Monitor
Capital's traders. Employees must effect such trades through
their personal broker-dealers.
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(4) For purposes of this policy, a "pending buy or sell order" shall include
both an order placed with a broker to buy or sell a security at a specified
price or better OR an internal decision by Monitor Capital to buy or sell a
security at a specified price or better.
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5. Initial Public Offerings
No initial public offering of securities may be purchased for any
account in which an employee has beneficial ownership, except with the
express written prior approval by the CCO.
6. Private Placements
No private placement securities may be purchased for any account in
which an employee has beneficial ownership, except with the express
written prior approval by the CCO. All employees who have obtained
prior approval and made an investment in a private placement must
disclose that investment if that employee plays a part in any
subsequent consideration of an investment in the issuer by client
accounts. Under such circumstances, Monitor Capital's decision to
purchase securities of the private placement issuer will be subject to
an independent review by investment personnel with no investment in the
issuer.
7. Restricted Lists
No employee may make a personal trade in securities of an issuer listed
on the Company's Restricted List. A designated individual from the
Monitor Capital Compliance Department will compare issuers listed on
the Restricted Lists to ensure compliance with this limitation.
8. Inside Information
Employees may not trade on "inside information" (i.e., material and
non-public information) or communicate such information to others.
However, inside information matters must be raised immediately with the
CCO or LCO. Please refer to the New York Life Insurance Company Policy
Statement on Inside Information for specific guidelines governing
inside information.
9. Maximum Trades per Quarter
While there is no maximum limitation on the number of trades that an
employee may execute per quarter, this Code reserves the right of the
CCO or LCO in consultation with the company's President to impose such
a limitation on any employee.
10. Sixty Day Holding Period
No employee may profit from the purchase and sale or sale and purchase
of the same (or equivalent) security within sixty calendar days.
Exceptions may be made for emergency trades if approved by the CCO or
LCO.
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IV. SANCTIONS
Upon discovering a violation of the Policy, Monitor Capital may impose
sanctions as it deems appropriate, including, among other sanctions,
reversal of any trade, reallocation of trades to client accounts,
disgorgement, or suspension or termination of the employment of the
violator.
V. REVIEW BY CCO
The CCO will undertake an annual review with respect to the Code to
verify that the Code is being followed. The results of this review will
be set forth in an annual report by the CCO to the Board, not
withstanding any information deemed material in nature, which the CCO
will report at the next scheduled Board meeting. The report shall
specify any related concerns and recommendations and be accompanied by
the appropriate exhibits.
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EXHIBIT B
MONITOR CAPITAL ADVISORS LLC
REQUEST FOR PRE-CLEARANCE OF PERSONAL SECURITIES TRADING
NAME: _____________________________________________________________________
APPROVED / / _______________________________________
DISAPPROVED / / _______________________________________
Broker/Account Number _______________________________________
- Trades must be made on the same day that approval is received.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
# OF SHRS, SYMBOL OR SEC. PURCHASE (P) DIRECT OWNERSHIP (D)
DATE NAME OF SECURITY PRINCIPAL AMOUNT, APPROX PRICE CUSIP # MKT. SALE SPOUSE (S)
ETC. CAP. (S) CONTROL (C)
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE PERSON INDICATED ABOVE HAS STATED AND REPRESENTS THAT:
(a) he/she has no insider information (specifically information relating to
planned securities transactions by Monitor) relating to the above
referenced issuer(s);
(b) there is no conflict of interest in these transactions with respect to
client portfolios (IF A CONFLICT OF INTEREST EXIST, PLEASE CONTACT
COMPLIANCE DEPARTMENT IMMEDIATELY.); and
(c) these securities are not initial public offerings nor private
placements.
<PAGE> 14
EXHIBIT C
EMPLOYEE INITIAL SECURITIES HOLDINGS REPORT AND CERTIFICATION
Statement to Monitor Capital LLC By _________________________________________
(Please print your full name)
Today's Date: ___________
As of the date appearing above, the following are each and every
security and account in which I have a direct or indirect "Beneficial
Ownership" Interest (not including bank certificates of deposit,
open-end mutual fund shares Treasury obligations and Unit Investment
Trusts that hold securities in proportion to a broad base index). For
purposes of this report, the term Beneficial Ownership shall mean,
ownership of securities or securities accounts by or for the benefit of
a person, or such person's "family member", including any account in
which the employee, or family member of that person holds a direct or
indirect beneficial interest, retains discretionary investment
authority or exercises a power of attorney. The term "family member"
means any person's spouse, child or other relative, whether related by
blood, marriage or otherwise, who either resides with, or is
financially dependent upon, or whose investments are controlled by that
person and any unrelated individual whose investments are controlled
and whose financial support is materially contributed to by the person,
such as a "significant other."
<TABLE>
<CAPTION>
AMOUNT (NO. OF NATURE OF INTEREST BROKER, DEALER (OR
SHARES OR (DIRECT OWNERSHIP, BANK ACTING AS
NAME OF SECURITY SECURITY TYPE PRINCIPAL AMOUNT) SPOUSE, CONTROL, ETC.) BROKER) INVOLVED
<S> <C> <C> <C> <C>
</TABLE>
I CERTIFY THAT THE SECURITIES LISTED ABOVE, ARE THE ONLY SECURITIES IN WHICH I
HAVE A DIRECT OR INDIRECT BENEFICIAL OWNERSHIP INTEREST.
EMPLOYEE SIGNATURE: ______________________________
<PAGE> 15
<TABLE>
<S> <C> <C>
Received By: _____________________ Reviewed By: ___________________ COMMENTS:
Title:____________________________ Title:__________________________
Date: ___________________ Date:______________________
</TABLE>
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EXHIBIT D
EMPLOYEE ANNUAL SECURITIES HOLDINGS REPORT AND CERTIFICATION
Statement to Monitor Capital LLC By ________________________________________
(Please print your full name)
For the Calendar year ended __________________
I certify that the following are all Personal Securities holdings (not including
bank certificates of deposit, registered open-end mutual fund shares, Treasury
obligations (i.e., TBills, Notes and Bonds) and Unit Investment Trusts that hold
securities in proportion to a broad base index) beneficially held by me as of
the year end appearing above.* By "Personal Securities" I mean any securities
over which I have influence or control and also any securities (i) in which I,
my spouse, or members of our family (including my parents, minor children and
any relative of mine who is sharing my home) have beneficial ownership or (ii)
from which I or they derive in any manner benefits substantially equivalent to
those of ownership.
<TABLE>
<CAPTION>
Amount (No. of Nature of Interest Broker, Dealer (or
Name of Shares or Purchase (Direct Ownership, Bank acting as
Security Principal Amount) Date Security Type Price Spouse, Control, Etc.) Broker) Involved
-------- ----------------- ---- ------------- ----- ---------------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<S> <C> <C>
Signature:____________________________________ Date:_____________________________
Received By:_______________________ Reviewed By:____________________________ Comments:
Title:___________________ Title:_____________________
Date:__________________ Date: ___________________
</TABLE>
<PAGE> 17
*NOTE: IN LIEU OF AN EMPLOYEE LISTING ON THIS FORM EACH SECURITY HELD AS OF
YEAR-END, HE/SHE MAY ATTACH AS AN EXHIBIT TO THIS DOCUMENT, AND ANNUAL
STATEMENT(S) FROM EVERY BROKERAGE FIRM WITH WHICH AN EMPLOYEE HAS A BENEFICIAL
SECURITY INTEREST. NOTWITHSTANDING THIS ACCOMMODATION, IT IS THE EMPLOYEE'S SOLE
RESPONSIBILITY TO ENSURE THAT THE INFORMATION REFLECTED IN THAT STATEMENT(S) IS
ACCURATE AND COMPLETELY DISCLOSES ALL RELEVANT SECURITIES HOLDINGS.
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EXHIBIT E
QUARTERLY REPORT OF SECURITIES TRANSACTIONS
___________________________________________
Statement to Monitor Capital Advisors LLC By _________________________________
(Please print your full name) For the Calendar quarter ended _________________
The following are all transactions in Personal Securities (not including bank
certificates of deposit, registered open-end mutual fund shares, Treasury
obligations (i.e., TBills, Notes and Bonds) and Unit Investment Trusts that hold
securities in proportion to a broad base index) effected during the quarter. By
"Personal Securities" I mean any securities over which I have influence or
control and also any securities (i) in which I, my spouse, or members of our
family (including my parents, minor children and any relative of mine who is
sharing my home) have beneficial ownership or (ii) from which I or they derive
in any manner benefits substantially equivalent to those of ownership.
<TABLE>
<CAPTION>
Amount (No. of Nature of Interest Broker, Dealer (or
Name of Shares or Trade Nature of Transaction, (Direct Ownership, Bank acting as
Security Principal Amount) Date (Purchase, Sale, Etc.) Price Spouse, Control, Etc.) Broker) Involved
-------- ----------------- ---- ---------------------- ----- ---------------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
Since the prior Quarterly Report, I have opened or closed the following accounts
(including brokerage accounts and bank accounts used substantially as brokerage
accounts):
<TABLE>
<CAPTION>
Firms Through Which Date Account
Account Name and Number Transactions Are Effected Opened or Closed
----------------------- ------------------------- ----------------
<S> <C> <C> <C>
</TABLE>
In connection with any purchases or sales of securities for clients during the
quarter, I disclosed to Monitor Capital Advisors LLC any material interests in
my Personal Securities which might reasonably have been expected to involve a
conflict with the interests of clients. Also, I have disclosed all my Personal
Securities holdings to Monitor Capital Advisors LLC.
The names and affiliations of family members (see above) who are employed in the
securities or commodities industries and who might be in a position to benefit
directly or indirectly from the activities of Monitor Capital personnel in the
discharge of their duties are as follows:
<TABLE>
<CAPTION>
Names Affiliations
<S> <C>
</TABLE>
<PAGE> 19
<TABLE>
<S> <C>
Date: _________________________________ Signature: __________________________________________
</TABLE>
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