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UNITED STATES TRUST COMPANY CODE OF ETHICS
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The United States Trust Company Code of Ethics (the "Code") reflects our
long-standing policy of responsible and ethical business practice. It is the
formal expression of our commitment to ethical business conduct above minimum
legal requirements. The Code applies to all employees of United States Trust
Company ("USTC"). Each employee (individually, an "Employee"; collectively, the
"Employees") will be provided with a copy of the Code and is expected to be
familiar with its contents, to comply with it and to keep it available for
future reference. Questions regarding the interpretation or administration of
the Code should be referred to the Compliance Officer. All managers and senior
officers are responsible for monitoring and enforcing the Code.
THE CODE SUPPLEMENTS, BUT DOES NOT SUPERSEDE, THE CITIZENS FINANCIAL GROUP'S
(CITIZENS) CODE OF CORPORATE ETHICS CURRENTLY IN FORCE (THE "CITIZENS CODE").
THE CITIZENS CODE CONTINUES TO APPLY TO ALL EMPLOYEES AND REMAIN IN FULL FORCE
AND EFFECT. TO THE EXTENT PROVISIONS OF THE USTC AND THE CITIZENS CODES DIFFER,
THE MORE RESTRICTIVE PROVISION SHOULD BE FOLLOWED. USTC HEREBY REAFFIRMS ITS
COMMITMENT TO RESPONSIBLE AND ETHICAL BUSINESS CONDUCT, AS EMBODIED IN THE
CITIZENS CODE. IN ADDITION, THE CODE OF ETHICS AND STANDARDS OF PROFESSIONAL
CONDUCT OF THE ASSOCIATION FOR INVESTMENT MANAGEMENT AND RESEARCH, CERTAIN
PROVISIONS OF WHICH ARE INCORPORATED HEREIN, SHALL REMAIN APPLICABLE IN ITS
ENTIRETY TO ALL EMPLOYEES HOLDING OR CANDIDATES FOR, THE PROFESSIONAL
DESIGNATION OF CHARTERED FINANCIAL ANALYST, OR WHO PROVIDE RESEARCH OR
INVESTMENT RECOMMENDATIONS TO, OR PERFORM INVESTMENT ACTION ON BEHALF OF,
OTHERS.
Personal honesty demands an atmosphere that fosters personal candor;
maintaining that atmosphere is a high priority at USTC. If an Employee has
knowledge of apparent violations of the Code, or of any questionable actions
affecting USTC, such Employee is urged to report such knowledge to a principal
of USTC who will consult, if he or she deems its appropriate, with the General
Counsel of Citizens. Senior executives are responsible for investigating such
matters, and can do so without arousing suspicion or casting aspersions on the
character and reputation of the person in question. By going directly to a
senior executive and explaining the circumstances of the Employee's suspicions,
the Employee protects him- or herself and the reputation of any other person if
it is determined that there has been a misunderstanding or that the transaction
in question in not in violation of the Code. A report of this nature should be
made directly to a senior executive and not by anonymous means. The Employee
may make such a report in writing or orally. The identity of any Employee who
reports such information is confidential and no reprisal may or will be taken
against such Employee.
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UNITED STATES TRUST COMPANY CODE OF ETHICS
Violation of the Code is grounds for disciplinary action up to and including
termination of employment. Such action is in addition to any civil or criminal
liability, which might be imposed by Federal or state regulatory agencies or
courts.
I. COMPLIANCE WITH GOVERNING LAWS AND REGULATIONS
A. KNOWLEDGE AND COMPLIANCE. PROHIBITION AGAINST VIOLATION. Banking, trust and
money management are above all businesses based on mutual trust and demand
steadfast honesty in all affairs, both internal and external. USTC's business is
founded on faith, trust and public confidence. Each Employee shall thus maintain
high personal and professional behavioral standards. With respect to applicable
laws, rules and regulations, each Employee shall (i) maintain knowledge thereof;
(ii) strive to remain in strict compliance therewith; and (iii) not knowingly
participate in or assist any acts in violation thereof. When any law or
regulation appears unclear or ambiguous, Employees shall immediately seek
assistance in determining the lawful and ethical compliance procedures.
Practices, which violate any Federal, state or municipal law or regulation, are
forbidden. No Employee shall knowingly violate any code of ethics of any
professional organization of which such Employee may be a member. It is worth
emphasizing that stealing, theft, embezzlement or fraud of any kind by an
Employee is considered grounds for termination of employment.
B. SUSPICIOUS ACTIVITY REPORTS. USTC must promptly report all matters that
involve apparent crimes affecting its assets or affairs to the applicable
governmental agencies. If any Employee becomes aware of suspicious activity or
other facts which give such Employee a reasonably basis for believing a crime
has occurred, is occurring, or may occur, such activity or other facts should be
immediately reported to the President and the Compliance Officer in a written
memorandum describing the matter (along with any supporting documentation). The
President and the Compliance Officer will then coordinate the filing of the
required reports.
C. SELF-DEALING. Employees are prohibited from self-dealing or otherwise
trading on their position with USTC or accepting from anyone doing or seeking
to do business with USTC a business opportunity not available to other persons
or that is made available because of the Employee's position with USTC.
Employees must disclose all potential conflicts of interest, including those in
which they have been inadvertently placed due to either business or personal
relationships with customers, suppliers, business associates or competitors of
USTC to the Compliance Officer.
D. AUTHORIZATIONS, RECORDS AND TRANSACTIONS. Federal law imposes recordkeeping
and internal accounting control requirements on USTC. In order to meet these
requirements, each Employee must:
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UNITED STATES TRUST COMPANY CODE OF ETHICS
1. Ensure that adequate written documentation, showing general or specific
authority to act, exists for each transaction executed by such Employee or
under his or her direction (policies, procedures, job descriptions, and
votes of the board of directors, etc.);
2. Ensure that each report of a transaction executed by such Employee or
under his or her direction is prepared and reviewed so that the report
accurately, fairly and in reasonable detail reflects that transaction; and
3. Not make (or cause to be made) a materially false or misleading statement
nor omit to state (or cause another person to omit to state) any material
fact necessary in order to make statements not misleading to an internal
or external auditor or accountant in connection with any audit or filing
required by Federal or State law or regulations.
E. LEGAL ADVICE. In some cases, discussions with clients may lead to a request
that an Employee make statements, which may relate to the legality or illegality
of a proposed transaction. USTC recognizes the exclusive authority of attorneys
to practice law and to give legal advice. Employees who are not attorneys cannot
and should not practice law or give legal advice. Therefore, extreme care must
be exercised in discussions between customers and Employees; nothing should be
said that might be interpreted as the giving of legal advice. Customers who have
a legal question should be advised to seek advice from their own (not USTC's)
legal counsel.
F. ANTITRUST COMPLIANCE. The antitrust laws are intended to preserve and foster
the free enterprise economic system by assuring energetic but fair competition
among businesses, and to prevent unfair restraint on competition. All Employees
are expected to observe the highest standards of ethical conduct in
relationships with competitors. Employees are thus prohibited from entering into
arrangements with competitors for the purpose of setting or controlling prices,
rates, trade practices, marketing policies, or disclosing to competitors future
plans of USTC which have not been disclosed to the general public.
G. CORPORATE COMMITMENTS. It is vital that USTC's word be viewed as its bond.
Thus, no Employee may make any actual or apparent commitments, formally or
informally, regarding USTC without proper prior authorization in accordance with
existing procedures.
II. INSIDER TRADING AND MISUSE OF NONPUBLIC INFORMATION
A. PROHIBITION AGAINST USE OF MATERIAL NONPUBLIC INFORMATION. Each Employee or
member of the Trust Committee of the Board of Directors (for purposes of this
Sections II, Employee shall mean each employee or member of the Trust Committee
of the Board of Directors) shall comply with all laws and regulations relating
to the use and communication of Material Nonpublic Information (as hereinafter
defined). Federal law prohibits anyone in possession of Material Nonpublic
Information about any publicly-traded company from
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UNITED STATES TRUST COMPANY CODE OF ETHICS
using such information for such person's gain or the gain of others. All
Employees are therefore prohibited from trading (either directly or through
others) in securities of publicly-traded companies about which an Employee
possesses Material Nonpublic Information (such securities hereinafter
collectively called "Prohibited Stock"). This prohibition also applies to
Employees' immediate families (spouse, minor children and other relatives, by
marriage or otherwise, living in his or her home; as to each Employee,
hereinafter "Family") and Affiliates (as defined below). Compliance shall
include, but shall not be limited to, abiding by the following:
1. No Employee, Family member or Affiliate may engage in speculative,
short-term transactions in Prohibited Stock, including short sales of such
Prohibited Stock;
2. An Employee, Family member or Affiliate who possesses Material Nonpublic
Information about a publicly-traded company may not purchase or sell
Prohibited Stock of such company while in possession of such Information,
whether or not such purchase or sale would be based on factors other than
such Information. Employees are also prohibited from passing (or "tipping")
such Information on to others ("tippees"). Any tippees are likewise
prohibited from purchasing or selling such Prohibited Stock while in
possession of such Material Nonpublic Information;
3. Purchasing or selling a security without obtaining preclearance on
prescribed forms. "Affiliates" include, as to an Employee, trusts or other
entities or accounts if the Employee or the Employee's spouse controls or
influences investment decisions. It does not include a trust in which the
Employee or Family members are merely beneficiaries if neither the Employee
nor the Employee's spouse had advance knowledge of, influences or controls
investment decisions by the trustees of such trust. It does include a
"discretionary account" with a broker, even though such broker may routinely
make investment decisions for the account without prior consultation with
the Employee, since the Employee as owner retains legal control over such
account.
"Material Information" is any information, good or bad, that might influence
a reasonable investor in deciding whether to buy, sell or hold a security.
Some examples of material information include: loan loss reserve and
nonperforming loan levels; acquisition or merger proposals; tender offers;
dividend changes; liquidity problems; advance financial information or
forecasts; major litigation; important regulatory developments; financial
restructuring; senior management changes; major contract awards; important
product developments; or other significant occurrences. If an Employee
should have any doubt as to whether nonpublic information is "material," he
or she should assume it is material.
"Nonpublic or Inside Information" is information that has not yet been made
public. All information about a company is considered nonpublic until it is
effectively disclosed to the public. Examples of effective disclosure
include: public filings with the Securities and Exchange Commission; press
releases; and official company meetings with members of the press and the
public. Even after the information is disclosed, the market as a whole
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UNITED STATES TRUST COMPANY CODE OF ETHICS
must also have adequate time to assess the information before disclosure
thereof will be considered effective.
In addition to the foregoing, Employees who are holders of, or candidates
for, the professional designation of Chartered Financial Analyst and who
know, or should have known, that they are in possession of Material
Nonpublic Information acquired through a breach in duty, shall make
reasonable efforts to achieve public dissemination of such Material
Nonpublic Information.
III. RESEARCH REPORTS, INVESTMENT RECOMMENDATIONS AND ACTIONS
A. REASONABLE BASIS AND REPRESENTATIONS. Each Employee whose functions within
USTC include making research reports, making investment recommendations to
others or taking investment actions for others shall (i) exercise diligence
and thoroughness in so doing; (ii) have a reasonable and adequate basis
therefor, supported by appropriate research and investigation; (iii) make
reasonable and diligent efforts to avoid any material misrepresentation
therein; and (iv) maintain appropriate records of any additions or
deletions to the Approved List of securities.
B. PORTFOLIO INVESTMENT RECOMMENDATIONS AND ACTIONS. When making an investment
recommendation or taking an investment action for a specific portfolio or
client, each Employee shall consider such action's appropriateness and
suitability for such portfolio or client. In considering such matter, the
Employee shall take into account (i) the needs and circumstances of the
client; (ii) the basic characteristics of the investment involved; and
(iii) the basic characteristics of the total portfolio. The Employee shall
use reasonable judgement to determine the applicable relevant factors. The
Employee shall also, at the request of clients and prospective clients,
disclose the basic format and general principles of the investment
processes by which securities are selected and portfolios are constructed
and any changes, which might significantly affect those processes.
C. PROHIBITION AGAINST PLAGIARISM. No Employee shall, when presenting material
to USTC, or such Employee's associates, customers, clients or the general
public, copy or use in substantially the same form material prepared by
other persons without acknowledging its use and identifying the name of the
author or publisher of such material. An Employee may, however, use without
acknowledgment factual information published by recognized financial and
statistical reporting services or similar sources.
D. PROHIBITION AGAINST MISREPRESENTATION OF SERVICES. No Employee shall make
any statements, oral or written, which misrepresent (i) the services such
Employee or USTC is capable of performing for a client; (ii) the
qualifications of such Employee or USTC; or (iii) the expected performance
of any investment. No Employee shall give, orally or in writing,
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UNITED STATES TRUST COMPANY CODE OF ETHICS
explicitly or implicitly, any assurances about or guarantees of any investment
or its return except communication of accurate information as to the terms of
the investment instrument and the issuer's obligations under the instrument.
E. PERFORMANCE PRESENTATION STANDARDS. No Employee shall make any statements,
oral or written, which misrepresent the investment performance that the Employee
or USTC has accomplished or can reasonably be expected to achieve. If an
Employee communicates, directly or indirectly, individual or USTC performance
information to a client or prospective client, or in a manner intended to be
received by a client or prospective client, the analyst shall make every
reasonable effort to assure that such information is a fair, accurate and
complete presentation of such performance.
F. FAIR DEALING WITH CUSTOMERS AND CLIENTS. Each Employee shall act in a
manner consistent with such Employee's obligation to deal fairly with all
customers and clients when (i) disseminating investment recommendations; (ii)
disseminating material changes in prior investment advice; or (iii) taking
investment action.
IV. RELATIONSHIPS WITH CLIENTS AND USTC
A. PRIORITY OF TRANSACTIONS. Each Employee shall give a higher priority to
transactions for such Employee's customers, clients and USTC than to
transactions in securities or other investments of which he or she is the
beneficial owner, and so that transactions in securities or other investments in
which he or she has such beneficial ownership do not operate adversely to their
interest. If an Employee decides to make a recommendation about the purchase or
sale of a security or other investment, such Employee shall give customers,
clients and USTC adequate opportunity to act on this recommendation before
acting on his or her own behalf. For purposes of the foregoing, an Employee is a
"beneficial owner" if he or she directly or indirectly, through any contract
arrangement, understanding, relationship or otherwise, has or shares a direct or
indirect pecuniary interest in the securities or the investment.
B. DISCLOSURE OF CONFLICTS. Each Employee, when making investment
recommendations, or taking investment actions, shall disclose to his or her
customers and clients any material conflict of interest relating to such
Employee and any material beneficial ownership of the securities or other
investments involved that could reasonably be expected to impair his or her
ability to render unbiased and objective advise. Each Employee shall disclose to
USTC all matters, which could reasonably be expected to interfere with his or
her duty to USTC, or with his or her ability to render unbiased and objective
advice. Each Employee shall also comply with all requirements as to disclosure
of conflicts of interest imposed by law and by rules and regulations of
organizations governing his or her activities and shall comply with any
prohibitions on such activities if a conflict of interest exists. The terms of
Subsection
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UNITED STATES TRUST COMPANY CODE OF ETHICS
D. FIDUCIARY DUTIES. Each Employee shall, in relationships with clients, use
particular care in determining the applicable fiduciary duty owed any client by
virtue of such Employee's function within USTC and shall comply with such duty
as to those persons and interests to whom or which it is owed.
E. PERSONAL BUSINESS. As individuals and as employees, each Employee should
avoid acting on behalf of USTC in any transactions involving people or
organizations with which such Employee, Family member or Affiliate has financial
or other conflicts of interest. A conflict of interest can arise where an
Employee, Family member or Affiliate has a financial or other interest in a
customer or other person or company doing business with USTC. Each Employee must
manage such Employee's personal and business affairs so as to avoid situations
that might lead to conflict, or even the appearance of a conflict, between such
Employee's self-interest and such Employee's duty to USTC and its clients and
shareholders.
F. DISCLOSURE OF ADDITIONAL COMPENSATION ARRANGEMENTS. Each Employee shall
inform his or her clients and USTC of compensation or other benefit arrangements
with third parties in connection with such Employee's services to such clients,
which are in addition to compensation from them for the same.
G. DISCLOSURE OF REFERRAL FEES. Each Employee shall make appropriate
disclosure to a prospective client or customer of any consideration paid or
other benefit delivered to anyone other than an employee of the Holding Company,
or any of its subsidiaries for recommending such Employee's services to such
prospective client or customer.
II. PERSONAL USE OF USTC PROPERTY. Each Employee shall exercise particular care
in the use of USTC supplies, systems or other property. The use of such property
for personal reasons is to be avoided, and in no event should such use interfere
with the performance of any Employee's duties to USTC. Each Employee shall
respect the limited access to certain systems and communication channels
proprietary to USTC, such as on-line services including, without limitation, the
Internet, and shall in no way jeopardize the preservation of client and internal
confidentiality which underlies such limitation of access.
V. RELATIONSHIPS WITH THIRD PARTIES
A. CONFIDENTIALITY. Each Employee may have access to employee, customer or
USTC proprietary or sensitive information. This includes, but is not limited to,
any data relating to employees or to existing, past or future customers, any
data or devices that give USTC a competitive advantage, such as marketing
strategies, technological innovations, credit files, computer software, lists
and directories, and strategic plans and ideas developed for USTC. Confidential
information regarding USTC's clients acquired through an Employee's function
within USTC must be kept confidential, unless Employee receives information
concerning
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UNITED STATES TRUST COMPANY CODE OF ETHICS
illegal activities on the part of any such client. No Employee shall discuss
such information internally or externally, except when by required by law in the
normal and direct transaction of USTC business, and never as a basis for
personal gain. Employees are expected to safeguard confidential and proprietary
information from illegal or unauthorized disclosure to other corporations
(including competitors), government institutions, the media and private parties.
Employees should practice vigilance to avoid inadvertent disclosure of
confidential and proprietary information through dissemination of such
information when using means of communication, including without limitation
photocopiers, facsimile machines, internal and external e-mail and any on-line
services including, without limitation, the Internet, which are accessible by
third parties or the security of which may be easily breached by third parties.
B. MAINTENANCE OF INDEPENDENCE AND OBJECTIVITY. Any Employee who shall,
through such Employee's function within USTC, develop relationships and contacts
with an issuer of securities, whether individually or as a member of a group,
shall use particular care and good judgment to achieve and maintain independence
and objectivity.
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_______________________________________________________________________________
Section J: Conflicts of Interest Effective Date:
Policy No. J.1 See also Policy No.(s):
_______________________________________________________________________________
EMPLOYEE SECURITIES TRANSACTIONS
Securities transactions by employees of USTC ("Employees") can affect adversely
USTC and its employees by interfering with job responsibilities and creating
conflicts of interest. Such transactions may also result in liability for USTC,
its parent company, and their employees, or may tarnish USTC's image. For these
reasons, USTC has adopted certain restrictions applicable to all Employees,
part-time as well as full-time and in some circumstances, temporary. In all
situations, the interests of USTC's clients must take priority over its
Employees own personal investing interests. In order to avoid potential
conflict of interest issues inherent in personal securities trading, and to
avoid creating even the appearance of impropriety, all Employees are encouraged
to use mutual funds or trust funds which have been placed in USTC pooled funds
as the vehicles for their personal investing in securities. Also, all Employees
are encouraged strongly to avoid trading in securities on the USTC "Approved or
Buy Lists". In any event, if an Employee makes any securities trades, directly
or indirectly, outside of mutual funds or trust funds invested in USTC pooled
funds, he or she must abide by the restrictions outlined below.
These restrictions apply not only to securities trades which Employees may make
directly through their own accounts, but also to securities trades involving:
any relative who shares their households, including (but not limited to) their
spouses and children; a trust or other entity in which they have a beneficial
interest and direct or indirect control over the investment decisions; a
revocable trust where they are a settlor; a corporation (excluding
USTC-affiliated companies) of which they are an officer, director, or 10% or
greater stockholder, or a partnership of which they are a partner (including
most investment clubs) unless they have no direct or indirect control over the
partnership.
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No Employee may engage in the following:
- Trading, directly or indirectly, in any security or a derivative
transaction relating to an security (excluding securities issued by
mutual funds), while a USTC account has a pending buy or sell order for
the same security (or underlying security in the case of a derivative
transaction), until the order is executed or withdrawn.
- Opening or maintaining an account at any brokerage firm unless the firm
agrees to promptly send to the USTC Compliance Officer duplicate copies
of confirmations of all transactions, as well as any quarterly and
year-end statements of activity in the account.
- Engaging in "FRONTRUNNING" - buying or selling for your own account so
as to benefit from knowledge of USTC's trading positions or plans.
- Engaging in "SCALPING" - buying or selling for your own account on the
basis of knowledge about a client's trading position or plans, or USTC's
forthcoming research recommendations.
- Acquiring any securities in an initial public offering or purchasing
securities in a private placement without prior approval of the
President of USTC.
- Accepting a directorship of a publicly held company without disclosure
and prior approval from the President of USTC.
- Opening a margin account without the prior written approval of the
President of USTC and notice to the Compliance Officer.
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USTC has established procedures that require all employees to disclose
securities holdings upon employment and quarterly thereafter.
USTC has also established a "BLACKOUT" period for Portfolio Managers: no
Portfolio Manager may trade, directly or indirectly, in any security or
derivative related to any security, within three business days before and after
a fund that he or she manages trades in that security. In addition, investment
personnel shall not profit, or avoid losses, on the purchase and sale or sale
and purchase of the same Approved List securities within thirty calendar days.
To ensure compliance with this policy, all USTC employees must:
- Seek pre-clearance of any contemplated purchase or sale of securities
(excluding mutual funds), such pre-clearance process to be documented in a
prescribed form.
- Make initial, quarterly and annual statements disclosing all publicly
traded securities in which the employee has a beneficial interest, either
directly or indirectly.
- Annually disclose any margin accounts in which the employee has a
beneficial interest, either directly or indirectly.
In addition, every USTC employee must annually sign a certificate of compliance
with this policy and these procedures, and acknowledge that he or she has read
and understands the USTC Code of Ethics.
The USTC Compliance Officer will monitor employee trades to verify that the
above procedures are followed. The Compliance Officer will also be responsible
for making an annual report to the USTC Board of Directors verifying employee
compliance with these procedures, and noting exceptions, if any.
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The Compliance Officer or the President may except a trade from the policy and
procedure set forth above when he or she determines, in conjunction with a
principal of USTC, that such trade raises no potential conflict of interest.
Such determination shall be noted in a writing setting forth the reasons for
such exception.
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IV.A and of this Subsection IV.B are in addition to, and should in no event be
construed to supersede the terms of Subsection IV.C, below.
C. EMPLOYEE SECURITIES TRADES. In order to avoid potential conflict of
interest issues inherent in personal securities trading, and to avoid creating
even the appearance of impropriety, all Employees and members of the Trust
Committee of the Board of Directors are encouraged to (i) use mutual funds or
trust funds which have been placed in USTC pooled funds as the vehicles for
their personal investing in securities; and (ii) avoid trading in securities on
the USTC Approved Lists. If an Employee or member of the Trust Committee of the
Board of Directors makes any securities trade, directly or indirectly, outside
of mutual funds or trust funds invested in USTC pooled funds, he or she must
comply with the restrictions set forth below. Such restrictions apply to
securities trades of (i) each Employee or member of the Trust Committee of the
Board of Directors, Family member or Affiliate of such Employee or member of the
Trust Committee of the Board of Directors through their respective accounts;
(ii) revocable trusts where such Employee or member of the Trust Committee of
the Board of Directors is a settlor; (iii) corporations (excluding
USTC-affiliated companies) of which Employee or member of the Trust Committee of
the Board of Directors is an officer, director, or 10% or greater stockholder;
and (iv) partnerships of which Employee is a partner (including most investment
clubs) unless such Employee or member of the Trust Committee of the Board of
Directors has no direct or indirect control over the partnership.
No Employee or member of the Trust Committee of the Board of Directors may
engage in:
1. Trading, directly or indirectly, in any security while a USTC account has a
pending buy or sell order for the same security.
2. Opening or maintaining an account at any brokerage firm or at USTC unless
the firm agrees to promptly send to the USTC Compliance Officer duplicate
copies of confirmations of such Employee's or member of the Trust Committee
of the Board of Directors' securities transactions, excluding activity in
mutual funds, as well as any quarterly and year-end statements of activity
in such account.
3. Engaging in "FRONTRUNNING" - buying or selling for such Employee's or
member of the Trust Committee of the Board of Directors' own account so as
to benefit from knowledge of USTC's trading positions or plans.
4. Engaging in "SCALPING" - buying or selling for such Employee's or member of
the Trust Committee of the Board of Directors' own account on the basis of
knowledge about a client's trading position or plans, or USTC's forthcoming
research recommendations.
5. Acquiring any equity securities in an initial public offering without prior
written approval of the President of USTC.
6. Accepting a directorship of a publicly-held company without disclosure to
and prior approval of the President of USTC.
7. Opening a margin account without the prior written approval of the
President of USTC.
