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EXHIBIT R
CODE OF ETHICS
FOR
INSIGHT INVESTMENT MANAGEMENT, INC.
AND AFFILIATES
I. PURPOSE AND CONSTRUCTION
This Code of Ethics (the "Code") is adopted by Insight Investment
Management, Inc. ("Insight"), Dain Rauscher Incorporated ("Dain Rauscher"), and
Great Hall Investment Funds, Inc. (the "Funds") in an effort to prevent
violations of Section 17 of the Investment Company Act of 1940, as amended (the
"1940 Act"), and the rules and regulations thereunder. The focus of the Code is
the prevention of investment activities by persons with access to certain
information that might be harmful to the interests of the Funds or that might
enable such persons to illicitly profit from their relationship with the Funds.
II. DEFINITIONS
(a) "ACCESS PERSON" means any director, officer or Advisory Person
of Insight or a Fund or, with respect to Dain Rauscher, any director or officer
who in the ordinary course of his or her business makes, participates in or
obtains information regarding the purchase or sale of securities for a Fund or
whose functions or duties as part of the ordinary course of his or her business
relate to the making of any recommendation to a Fund regarding the purchase or
sale of securities.
(b) "ADVISORY PERSON" means:
(1) any employee of Insight or a Fund (or of any company
in a control relationship to Insight or a Fund) 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 a
Fund, or whose functions or duties relate to the making of any
recommendations with respect to such purchases or sales (including, but
not limited to, Portfolio Managers and all Insight employees who
provide information and advice to Portfolio Managers or who help
execute the Portfolio Managers' decisions, such as securities analysts
and traders); or
(2) any natural person in a control relationship to
Insight or a Fund and who obtains information concerning
recommendations made to a Fund with regard to the purchase or sale of a
security.
(c) "AFFILIATED PERSON" of another person means:
(1) any person directly or indirectly owning, controlling or
holding with power to vote five percent (5%) or more of the outstanding
voting securities of such other person;
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(2) any person five percent (5%) or more of whose
outstanding voting securities are directly or indirectly owned,
controlled or held with power to vote by such other person;
(3) any person directly or indirectly controlling,
controlled by or under common control with such other person;
(4) any officer, director, partner, co-partner or
employee of such other person;
(5) if such other person is an investment company, any
investment adviser thereof or any member of an advisory board thereof;
and
(6) if such other person is an unincorporated investment
company not having a board of directors, the depositor thereof.
(d) "BENEFICIAL OWNERSHIP" for purposes of the Code, shall be
determined in accordance with the definition of "beneficial owner" set forth in
Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, I.E., a person must
have a "direct or indirect pecuniary interest" to have "beneficial ownership."
Although the following list is not meant to be exhaustive, under the rule a
person would generally be regarded to be the beneficial owner of the following
securities:
(1) securities held in the person's own name;
(2) securities held with another in joint tenancy,
community property or other joint ownership;
(3) securities held be a bank or broker as nominee or
custodian on such person's behalf or pledged as collateral for a loan;
(4) securities held by members of the person's immediate
family sharing the same household;
(5) securities held by a relative not residing in the
person's home if the person is a custodian, guardian or otherwise has
controlling influence over the purchase, sale or voting of such
securities;
(6) securities held by a trust in which the person is a
beneficiary and has or shares the power to make purchase or sale
decisions;
(7) securities held by a trust for which the person
serves as a trustee and in which the person has a pecuniary interest
(including pecuniary interests by virtue of performance fees and by
virtue of holdings by the person's immediate family);
(8) securities held by a general partnership or limited
partnership in which the person is a general partner;
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(9) securities owned by a corporation in which the person
has a control position or in which the person has or shares investment
control over the portfolio securities (other than a registered
investment company);
(10) securities in a portfolio giving the person certain
performance-related fees; and
(11) securities held by another person or entity pursuant
to any agreement, understanding, relationship or other arrangement
giving the person any direct or indirect pecuniary interest.
(e) "CONTROL" shall have the same meaning as that set forth in
Section 2(a)(9) of the 1940 Act.
(f) "DIRECTOR OF COMPLIANCE" means the person designated by the
Board of Directors of the Funds from time to time to fulfill the role of
Director of Compliance under this Code of Ethics.
(g) "DISINTERESTED DIRECTOR" means directors or trustees of a Fund
who are not "interested persons," as defined in the 1940 Act, of the Fund or who
are "interested persons" of the Fund solely by virtue of being an Affiliated
Person of a broker-dealer other than Dain Rauscher.
(h) "FUND" means any investment company registered under the 1940
Act for which Insight acts as the investment adviser or sub-adviser.
(i) "MEMBER OF IMMEDIATE FAMILY" of a person includes such
person's spouse, children under the age of twenty-five (25) years residing with
such person, and any trust or estate in which such person or any other member of
his or her immediate family has a substantial beneficial interest, unless
neither such person nor any other member of his or her immediate family is able
to control or participate in the investment decisions of such trust or estate.
(j) "PERSONAL SECURITIES TRANSACTION" means a transaction in a
Security in which an individual has or thereby acquires Beneficial Ownership. A
person shall be considered to be "engaging in" or "effecting" a Personal
Securities Transaction if such a Security is involved, regardless of whether the
transaction is effected by that person or by some other person (such as an
immediate family member).
(k) "PORTFOLIO MANAGER" means an Insight employee entrusted with
the direct responsibility and authority to make investment decisions affecting a
Fund.
(l) "PURCHASE OR SALE OF A SECURITY" includes, among other things,
the writing of an option to purchase or sell a Security.
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(m) "SECURITY" shall have the meaning set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include securities issued by
the government of the United States, bankers' acceptances, bank certificates of
deposit, commercial paper and shares of registered open-end investment companies
that are not managed by Insight, by an adviser affiliated with Insight or by an
advisory representative (as defined in Rule 204-2(A)(12)(A) of the Investment
Advisers Act of 1940) of Insight or an affiliate of Insight that participates in
the management of the investment company's portfolio of securities.
(n) "SECURITY HELD OR TO BE ACQUIRED" by a registered investment
company means any Security which, within the most recent fifteen (15) days, (i)
is or has been held by such company, or (ii) is being or has been considered by
such company or its investment adviser for purchase by such company.
(o) "1940 ACT" means the Investment Company Act of 1940, 15
U.S.C.Sections 80a-1 to 80a-52, as amended.
III. RESTRICTIONS
(a) NONDISCLOSURE OF INFORMATION. An Access Person shall not
divulge to any person contemplated or completed securities transactions of a
Fund, except in the performance of his or her duties, unless such information
previously has become a matter of public knowledge.
(b) SECTION 17(d) LIMITATIONS. Neither Dain Rauscher, an
Affiliated Person of a Fund or any Affiliated Person of Dain Rauscher or of such
Affiliated Person of a Fund, acting as principal, shall effect any transaction
in which a Fund, or a company controlled by a Fund, is a joint or a joint and
several participant with such person, Dain Rauscher or Affiliated Person, in
contravention of such rules and regulations as the Securities and Exchange
Commission may prescribe under Section 17(d) of the 1940 Act for the purpose of
limiting or preventing participation by a Fund or controlled companies on a
basis different from or less advantageous than that of such other participant.
(c) PROSCRIBED ACTIVITIES UNDER RULE 17J-1(a). Rule 17j-1(a) under
the 1940 Act provides:
It shall be unlawful for any affiliated person of or principal
underwriter for a registered investment company, or any affiliated
person of an investment adviser of or principal underwriter for a
registered investment company in connection with the purchase or sale,
directly or indirectly, by such person of a security held or to be
acquired, as defined in this section, by such registered investment
company---
(1) To employ any device, scheme or artifice to defraud
such registered investment company;
(2) To make to such registered investment company any
untrue statement of a material fact or omit to state to such registered
investment company a material
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fact necessary in order to make the statements made, in light of the
circumstances under which they were 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 such
registered investment company; or
(4) To engage in any manipulative practice with respect
to such registered investment company.
Any violation of Rule 17j-1(a) shall be deemed to be a violation of the
Code.
(d) COVENANT TO EXERCISE BEST JUDGMENT. An Advisory Person shall
act on his or her best judgment in effecting, or failing to effect, any
transaction by a Fund, and such Advisory Person shall not take into
consideration his or her personal financial situation in connection with
decisions regarding portfolio transactions by a Fund.
(e) GENERAL PRINCIPLES OF PERSONAL INVESTING. No Access Person
shall engage in any Personal Securities Transaction that such Access Person has
reason to know will be detrimental to the best interest of any Fund. When
engaging in a Personal Securities Transaction, an Access Person shall:
(1) place the interests of the Funds first;
(2) conduct such transaction in a manner consistent with
the Code and in such a manner as to avoid any actual or potential
conflict of interest or abuse of any such person's position of trust
and responsibility as an Access Person; and
(3) not take inappropriate advantage of such person's
position in relationship to the Funds.
(f) LIMITATION ON PERSONAL SECURITIES TRANSACTIONS.
(1) LIMITATIONS RELATED TO TIMING OF TRANSACTIONS. The
timing of Personal Securities Transactions shall be limited as follows:
(A) No Access Person shall engage in a Personal
Securities Transaction on a day during which a Fund has a
pending "buy" or "sell" order for the same Security until that
order is executed or withdrawn. For purposes of this paragraph
(A), Access Person shall not include any Disinterested
Director unless such Disinterested Director has actual
knowledge that a Fund has a pending "buy" or "sell" order for
the same Security.
(B) No Portfolio Manager shall engage in a
Personal Securities Transaction within a seven (7) day period
before or after a Fund that he or she manages trades in the
same Security.
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(C) Advisory Persons shall not profit from the
purchase and sale, or sale and purchase, of the same (or
equivalent) Securities within sixty calendar days. For
purposes of this paragraph (C), "Securities" shall not be
deemed to include any securities which may not be purchased by
any Fund because of investment limitations set forth in the
Funds' Registration Statements filed with the Securities and
Exchange Commission. The Director of Compliance, or the Chief
Financial Officer of Insight in the event that such Advisory
Person is also the Director of Compliance, may grant an
exception to this provision in cases of personal hardship or
other appropriate circumstances.
(2) INITIAL PUBLIC OFFERING LIMITATIONS. Advisory Persons
shall not engage in any Personal Securities Transaction that involves
the purchase of Securities in an initial public offering.
(3) PRIVATE PLACEMENT LIMITATIONS. Investments in
privately placed Securities shall be limited as follows:
(A) Advisory Persons shall not engage in any
Personal Securities Transaction that involves a private
placement of Securities without the express prior approval of
the Director of Compliance, or of the Chief Financial Officer
of Insight in the event that such Advisory Person is also the
Director of Compliance. In reviewing any such approval
request, the Director of Compliance or the Chief Financial
Officer of Insight (as applicable) shall consider, among other
factors, whether the investment opportunity should be reserved
for a Fund and its shareholders, and whether the opportunity
is being offered to the requesting individual by virtue of his
or her position with the Funds and Insight.
(B) Advisory Persons who have a Beneficial
Ownership interest in any Securities obtained through a
private placement shall disclose such interest to the Director
of Compliance, or to the Chief Financial Officer of Insight in
the event that such Advisory Person is also the Director of
Compliance, if and when they should become involved in any
subsequent consideration of an investment in the same issuer
for any of the Funds. In such case, the decision to invest in
the Securities of such an issuer on behalf of a Fund shall be
subject to the review and approval of an individual
categorized as an Advisory Person who has no personal interest
in such issuer, which individual shall be appointed by the
Director of Compliance.
(4) REPORTS. The Director of Compliance and the Chief
Financial Officer of Insight shall maintain and make available written
records of all actions taken under this Section III(f)(1) in the manner
required by Rule 17j-1(d) under the 1940 Act.
(g) PRIOR CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS. Prior to
effecting a Personal Securities Transaction, an Access Person (other than a
Disinterested Director) shall notify the Director of Compliance of the proposed
transaction, including the amount of the
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transaction and the Security involved. If the Access Person proposing the
Personal Securities Transaction is also the Director of Compliance, the Access
Person shall notify the Chief Financial Officer of Insight of the proposed
transaction. The Director of Compliance or the Chief Financial Officer of
Insight (as applicable), after investigation, shall determine whether such
transaction is consistent with the Code and shall promptly communicate such
determination to the Access Person making the request. Transaction clearances
must be obtained no more than two days prior to making a purchase or sale of a
Security. If the trade is not made within two days of the date of clearance, a
new clearance must be obtained. Absent extraordinary circumstances, no Access
Person shall be deemed to have violated the Code for effecting a Personal
Securities Transaction if such Access Person has been advised by the Director of
Compliance or the Chief Financial Officer of Insight (as applicable) that the
transaction would be consistent with the Code. The Director of Compliance and
the Chief Financial Officer of Insight shall maintain and make available written
records of all actions taken under this Section III(g) in the manner required by
Rule 17j-1(d) under the 1940 Act.
(h) COPIES OF BROKERAGE REPORTS. When an Access Person (other than
a Disinterested Director) engages in a Personal Securities Transaction effected
through a broker other than Dain Rauscher, the Access Person shall direct that
the executing broker send a duplicate copy of the confirmation to the Director
of Compliance at the same time as it is provided to such Access Person. Such
Access Person shall also direct such broker to provide duplicate copies of any
periodic statements on any account maintained by such person (or any other
account in which such Access Person has a Beneficial Ownership interest) to the
Director of Compliance. In the event that such Access Person is also the
Director of Compliance, the Access Person shall direct that the executing broker
send a duplicate copy of confirmations and periodic statements to the Chief
Financial Officer of Insight.
IV. REPORTING REQUIREMENTS
(a) INITIAL AND ANNUAL REPORTS BY ACCESS PERSONS. All Access
Persons shall submit to the Director of Compliance, and the Director of
Compliance shall submit to the Chief Financial Officer of Insight, a report of
all Securities owned by them (or in which they otherwise have a Beneficial
Ownership interest) at the time that they commence employment with Insight and
shall also submit such a report to the Director of Compliance, and the Director
of Compliance shall submit such a report to the Chief Financial Officer of
Insight, at the end of each calendar year thereafter.
(b) QUARTERLY REPORT. No later than ten (10) days after the end of
each calendar quarter, each Access Person shall submit a report to the Director
of Compliance, and the Director of Compliance shall submit a report to the Chief
Financial Officer of Insight, which shall specify the following information with
respect to transactions during the then ended calendar quarter in any Security
in which such Access Person has, or by reason of such transaction acquired, any
direct or indirect Beneficial Ownership:
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(1) the date of the transaction, the title and the number
of shares, and the principal amount of each Security involved;
(2) the nature of the transaction (I.E., purchase, sale
or any other type of acquisition or disposition);
(3) the price at which the transaction was effected; and
(4) the name of the broker, dealer or bank with or
through whom the transaction was effected.
If no transactions have occurred during the period, the report shall so
indicate. Any report required to be made pursuant to this Section IV(b) may
contain a statement that the report shall not be construed as an admission by
the person making the report that he or she has any direct or indirect
Beneficial Ownership in the Security to which the report relates.
(c) LIMITATIONS ON REPORTING REQUIREMENTS. Notwithstanding the
provisions of Section IV(b), no Access Person shall be required to make a
report:
(1) with respect to transactions effected for any account
over which such person does not have any direct or indirect influence
or control;
(2) if such a person is a Disinterested Director, EXCEPT
where such Disinterested Director knew or, in the ordinary course of
fulfilling his or her official duties as a Disinterested Director,
should have known that during the 15-day period immediately preceding
or after the date of the transactions in a Security by the
Disinterested Director, such Security is or was purchased or sold by a
Fund or such purchase or sale by a Fund is or was considered by a Fund
or Insight; or
(3) where a report made to Insight would duplicate
information recorded pursuant to Rules 204-2(a)(12) or 204-2(a)(13)
under the Investment Advisers Act of 1940.
(d) DUTY TO REPORT VIOLATIONS. Any person subject to the Code who
discovers a violation or apparent violation of the Code by any other person
shall bring the matter to the attention of the Director of Compliance. If the
purported violation of the Code is based upon transactions effected by the
Director of Compliance, such person shall bring the matter to the attention of
the Chief Financial Officer of Insight.
(e) FILING OF REPORTS. All reports prepared pursuant to this
Article IV shall be filed with the Director of Compliance, except that reports
prepared by the Director of Compliance shall be filed with the Chief Financial
Officer of Insight.
(f) Quarterly Report to the Board. At each quarterly meeting of
the Funds' Board(s) of Directors, Insight shall report to the Boards any
violations of the Code, if any, that occurred since Insight's most recent report
to the Board(s) of Directors.
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(g) ANNUAL REPORT TO THE BOARD. Insight shall prepare an annual
report to the Funds' Board(s) of Directors containing the following:
(1) a summary of existing procedures concerning personal
investing and any changes in the procedures made during the past year;
(2) a list of any violations requiring significant
remedial action during the past year, including details of such
violations and the action taken; and
(3) any recommended changes in existing restrictions or
procedures based upon experience under the Code, evolving industry
practices or developments in applicable laws or regulations.
(h) CERTIFICATION OF COMPLIANCE. All Access Persons must certify
annually in writing to the Director of Compliance, and the Director of
Compliance must certify to the Chief Financial Officer of Insight, that (1) they
have read and understand the Code and recognize that they are subject to the
Code, (2) they have complied with the requirements of the Code, and (3) they
have disclosed or reported all Personal Securities Transactions required to be
disclosed or reported pursuant to the Code. The Director of Compliance and the
Chief Financial Officer of Insight shall maintain and make available copies of
such written certifications in the manner required by Rule 17j-1(d) under the
1940 Act.
V. ENFORCEMENT AND SANCTIONS
(a) GENERAL. The Director of Compliance and the Chief Financial
Officer of Insight (as applicable) shall bring all violations or apparent
violations of the Code to the attention of the Chief Executive Officer of
Insight and, if such violation involves a director, officer or employee of Dain
Rauscher, the Chief Executive Officer of Dain Rauscher. The Chief Executive
Officer of Insight or Dain Rauscher (as applicable) shall have the primary
responsibility for enforcing the Code and determining appropriate sanctions with
respect to such company's directors, officers and employees. If the alleged
violator is the Chief Executive Officer of Insight or Dain Rauscher, the
Director of Compliance shall bring such alleged violation to the attention of
the applicable company's Board of Directors, who shall have the primary
responsibility for enforcing the Code and determining appropriate sanctions with
respect to such alleged violation. If the alleged violator is a Disinterested
Director or is otherwise not an director, officer or employee of Insight or Dain
Rauscher, the Board of Directors of the affected Fund or Funds shall have the
primary responsibility for enforcing the Code and determining appropriate
sanctions. In addition to the sanctions prescribed by Section V(b), any person
who is found to have violated the Code may be permanently dismissed, reduced in
salary or position, temporarily suspended from employment or sanctioned in such
other manner as may be determined in the discretion of the applicable person or
persons responsible for enforcing the Code. In determining appropriate sanctions
to be imposed for violations of the Code, the person or persons charged with
enforcing the Code may consider any factors they deem relevant, including,
without limitation:
(1) the degree of willfulness' of the violation;
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(2) the severity of the violation;
(3) the extent, if any, to which the violator profited or
benefited from the violation;
(4) the adverse effect, if any, of the violation on the
involved Fund;
(5) the market value and liquidity of the class of
Securities involved in the violation;
(6) the prior violations of the Code, if any, by the
violator;
(7) the circumstances of discovery of the violation; and
(8) if the violation involved the purchase or sale of
Securities in violation of the Code, (A) the price at which the
purchase or sale was made, and (B) the violator's justification for
making the purchase or sale, including the violator's tax situation,
the extent of the appreciation or depreciation of the Securities
involved, and the period the Securities have been held.
(b) VIOLATIONS OF SECTION III(f). In addition to any sanction
imposed under Section V(a) of the Code, any profits realized on Personal
Securities Transactions effected in violation of Section III(f) of the Code must
be disgorged and contributed to the appropriate Fund. Each Personal Securities
Transaction will be considered individually, and there will be no netting of
profits and losses incurred in the case of multiple Personal Securities
Transactions effected in violation of the Code. In the event of a violation
involving more than one Fund, profits shall be allocated among the affected
Funds in proportion to the relative net asset values of the Funds as of the date
of the violation. Should the violation not involve any of the Funds, profits
shall be paid to a charitable organization chosen in the discretion of the
Disinterested Directors of the Funds.
(c) RIGHTS OF ALLEGED VIOLATOR. A person charged with a violation
of the Code shall have the opportunity to appear before the person or persons as
may have authority to impose sanctions pursuant to the Code, at which time such
person shall have the opportunity, orally or in writing, to respond to any and
all charges.
(d) NOTIFICATION TO FUND GENERAL COUNSEL. The applicable Funds'
General Counsel shall be advised promptly of the initiation and outcome of any
enforcement actions hereunder.
(e) NON-EXCLUSIVITY OF SANCTIONS. The imposition of sanctions
under this Section V shall not preclude the imposition of additional sanctions
by the Board(s) of Directors of the Funds and shall not be deemed a waiver of
any rights by any Fund.
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VI. GIFTS AND DIRECTORSHIPS
(a) GIFTS. Advisory Persons shall not accept any gift or other
thing of more than DE MINIMIS value from any securities broker, dealer,
underwriter or placement agent that does business with or on behalf of any Fund.
(b) SERVICE AS A DIRECTOR. Advisory Persons may not serve as
directors of publicly traded companies without the prior written authorization
of the Director of Compliance, or the Chief Financial Officer of Insight in the
event that such Advisory Person is also the Director of Compliance. The Director
of Compliance or the Chief Financial Officer of Insight (as applicable), shall
not provide such authorization unless he or she finds that such board service
would be consistent with the interests of the Funds and their shareholders.
Should any person receive such authorization, any investments by the Funds in
the securities of any such publicly traded company while such person is serving
as a director will be required to be approved in advance, in writing, by the
Director of Compliance or the Chief Financial Officer of Insight (as
applicable).
VII. MISCELLANEOUS PROVISIONS
(a) IDENTIFICATION OF ACCESS PERSONS, ADVISORY PERSONS AND
PORTFOLIO MANAGERS. Insight shall, on behalf of the Funds and Dain Rauscher,
identify all Access Persons who are under a duty to make reports under Article
IV and shall inform such persons of such duty. Insight shall likewise identify
all individuals who are classified as Advisory Persons and Portfolio Managers
hereunder and inform such persons of such classifications.
(b) MAINTENANCE OF RECORDS. Insight shall, on behalf of the Funds
and Dain Rauscher, maintain and make available records as required by Rule
17j-1(d).
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QUARTERLY REPORT PURSUANT TO ARTICLE IV
OF THE CODE OF ETHICS FOR
INSIGHT INVESTMENT MANAGEMENT, INC.
INSTRUCTIONS:
(1) Not later than ten (10) days after the end of each calendar
quarter, each Access Person shall submit this Report, as provided by the Code of
Ethics (the "Code"). The Code should be reviewed before completing the Report;
terms defined in the Code have the same meanings in this Report.
(2) No transactions set forth in Section IV(c) of the Code need be
included in this Report.
(3) If no reportable transactions have occurred during the period,
put an "X" in the following box | |, and you may skip to the signature line.
(4) This Report may contain a statement that it shall not be
construed as an admission by the person making the Report that he has any direct
or indirect Beneficial Ownership in the Security to which the Report relates.
(5) If you must file this Report and transactions have occurred
during the period, set forth the following information with respect to
transactions during the most recently ended calendar quarter in any Security in
which you have, or by reason of such transaction acquired, any direct or
indirect beneficial ownership in the Security:
<TABLE>
<CAPTION>
Broker,
Date and Nature Price Dealer or
Title and of Transaction Transaction Bank Through
Name of Number of (i.e., purchase, was Whom Transfer
Issuer Shares or Units sale or other) Effected Effected
------ --------------- -------------- -------- --------
<S> <C> <C> <C> <C>
</TABLE>
(If you need additional space, please attach additional pages.)
(7) Questions regarding the completion of this Report may be
directed to Matthew L. Thompson at (612) 336-3359.
The answers to the foregoing are true and correct to the best of my
information and belief.
Dated: _____________________ ________________________________________
Signature of Person Filing Report
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ANNUAL REPORT OF ACCESS PERSONS
PURSUANT TO SECTIONS IV(a) AND (g)
OF THE CODE OF ETHICS FOR
INSIGHT INVESTMENT MANAGEMENT, INC. AND AFFILIATES
THE CODE OF ETHICS FOR INSIGHT INVESTMENT MANAGEMENT, INC. AND
AFFILIATES (THE "CODE") SHOULD BE REVIEWED PRIOR TO COMPLETING THIS REPORT, AND
TERMS DEFINED IN THE CODE HAVE THE SAME MEANINGS IN THIS REPORT. NOT LATER THAN
TEN (10) DAYS FOLLOWING THE END OF EACH CALENDAR YEAR, EACH ADVISORY PERSON
SHALL SUBMIT THIS REPORT TO THE DIRECTOR OF COMPLIANCE.
I, THE UNDERSIGNED, HEREBY REPRESENT AND CERTIFY AS FOLLOWS:
- That I have read and understand the Code and recognize that I
am subject to the Code.
- That I have disclosed or reported all Personal Securities
Transactions required to be disclosed or reported pursuant to
the Code.
- That I have complied with all requirements of the Code.
- That:
| | As of December 31, 20__, I Beneficially
Owned no Securities.
OR
| | Attached to this report is a true, correct
and complete listing of all Securities in which I had any direct or
indirect Beneficial Ownership as of December 31, 20__.
QUESTIONS REGARDING THE COMPLETION OF THIS REPORT MAY BE DIRECTED TO
MATTHEW L. THOMPSON AT (612) 336-3359.
The answers to the foregoing questions (and any attached listing of
Securities) are true, correct and complete to the best of my information and
belief.
Dated: January __, 20__. _________________________________
Signature of Person Filing Report
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INSIGHT INVESTMENT MANAGEMENT, INC.
REQUEST BY ACCESS PERSON
TO ENGAGE IN PERSONAL SECURITIES TRANSACTION
I hereby request permission to effect a Personal Securities
Transaction, as indicated below, for my own account or other account in which I
have a Beneficial Ownership interest. (IF NECESSARY, USE APPROXIMATE DATES AND
AMOUNTS of PROPOSED PERSONAL SECURITIES TRANSACTION.)
Record Owner of Account: ____________________________________________________
Relationship to Access Person: _________________________________________________
Proposed Date of Transaction: ______________________, 20__
PROPOSED TRANSACTION
<TABLE>
<CAPTION>
Number of Number of
Name of Issuer/ Shares or Transaction
Title or Description Principal (purchase, Unit Total Broker,
of Security Amount sale or other) Price Price Dealer or Bank
--------------------------- ------------------ ---------------------- ------------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
</TABLE>
----------------------------------------
Name of Access Person
Dated:________________,20__. _________________________________
Signature of Access Person
--------------------------------------------------------------------------------
| | PERMISSION GRANTED | | PERMISSION DENIED
Dated: January __, 20__. _________________________________
Signature of Director of Compliance
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