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August 15, 2000
TRUSTMARK NATIONAL BANK
PERFORMANCE FUNDS ACCESS PERSONS
CODE OF ETHICS
--------------
This Code of Ethics (the "Code") establishes rules of conduct for
employees of Trustmark National Bank who are access persons of the Performance
Funds Trust or series thereof (each of which is considered to be a Fund for this
purpose) for which Trustmark National Bank (or affiliates) presently or
hereafter provides investment advisory services. The Code governs their personal
investment and other investment-related activities.
The basic rule is very simple: put the client's interests first.
Officers, Directors and employees owe a fiduciary duty to, among others, the
Shareholders of the Funds, to conduct their personal Securities transactions in
a manner which does not interfere with Fund portfolio transactions or otherwise
take unfair advantage of their relationships with the Funds. Persons covered by
the Code must adhere to these general principles as well as comply with the
Code's specific provisions.
Some of the rules are imposed specifically by law. For example, the
laws that govern investment advisers specifically prohibit fraudulent activity,
making statements that are not true or that are misleading or omit something
that is significant in the context and engaging in manipulative practices. These
are general concepts, of course, and over the years the courts, the regulators
and investment advisers issued interpretations and established codes of conduct
for their employees and others who have access to their investment decisions and
trading activities. Indeed, the rules obligate investment advisers to adopt
written rules that are reasonably designed to prevent the illegal activities
described above and must follow procedures that will enable them to prevent such
activities.
No Covered Person shall, in connection with the purchase or sale,
directly or indirectly, by such person of a security held or to be acquired by
the Funds:
employ any device, scheme or artifice to defraud the Funds;
make to the Funds any untrue statement of a material fact or
omit to the Funds a material fact necessary in order to make
the statement made, in light of the circumstances under which
they are made, not misleading;
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engage in any act, practice or course of business which would
operate as a fraud or deceit upon the Funds;
engage in any manipulative practice with respect to the Funds;
trade while in possession of material non-public information
for personal or Trustmark National Bank investment accounts,
or disclose such information to others in or outside Trustmark
National Bank who have no need for this information.
It is a violation of federal securities laws to buy or sell securities
while in possession of material non-public information and illegal to
communicate such information to a third party who buys or sells.
This Code is intended to assist persons associated with the Funds in
fulfilling their obligations under the law. The first part lays out who the Code
applies to, the second part deals with personal investment activities, the third
part deals with other sensitive business practices, and subsequent parts deal
with reporting and administrative procedures.
The Code is very important to the Funds and persons associated with the
Funds. Violations not only cause persons associated with the Funds
embarrassment, loss of business, legal restrictions, fines and other punishments
but for employees lead to demotion, suspension, firing, ejection from the
securities business and very large fines.
I APPLICABILITY
-------------
(A) The Code applies to each of the following:
1. Any access person, officer, director or Advisory
Person (as defined below) of the Funds referred to at
the top of page one of the Code who is an employee of
the Fund's investment adviser, Trustmark National
Bank. A listing of the Funds, which is periodically
updated, is attached as Exhibit A. [note: could be
further revised to delete director of Funds since the
Funds have their own Code]
2. The Code shall not apply to any director, officer,
general partner or person if such individual is
required to comply with another organization's code
of ethics pursuant to Rule 17j-1 under the Investment
Company Act of 1940, as amended.
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(B) DEFINITIONS
1. ACCESS PERSONS. means (1) any director, officer or
employee of Trustmark Bank who, in the ordinary
course of business, makes, participates in or obtains
information regarding, the purchase or sale of a
security (as defined) by Trustmark Bank as investment
adviser to the Funds, or whose functions or duties in
the ordinary course of business relate to the making
of any recommendation regarding the purchase or sale
of securities by Trustmark Bank as investment adviser
to the Funds.
2. ACCESS PERSON ACCOUNT. Includes all advisory,
brokerage, trust or other accounts or forms of direct
beneficial ownership in which one or more Access
Person and/or one or more members of an Access
Person's immediate family have a substantial
proportionate economic interest. Immediate family
includes an Access Person's spouse and minor children
living with the Access Person. A substantial
proportionate economic interest will generally be 10%
of the principal amount in the case of an account in
which only one Access Person has an interest and 25%
of the principal amount in the case of an account in
which more than one Access Person has an interest,
whichever is first applicable. Investment
partnerships and similar indirect means of ownership
are also included.
As an exception, accounts in which one or more Access
Persons and/or their immediate family have a
substantial proportionate interest which are
maintained with persons who have no affiliation with
the Funds or Affiliates of the Funds and with respect
to which no Access Person has, in the judgment of the
Divisional Compliance Officer after reviewing the
terms and circumstances, any direct or indirect
influence or control over the investment or portfolio
execution process are not Access Person Accounts.
3. ADVISORY PERSON. Any employee of the Fund or
investment adviser (or of any company in a control
relationship to the Fund or investment adviser) who,
in connection with his or her regular functions or
duties, makes, participates in, or obtains
information regarding the purchase or sale of
Securities by a Fund, or whose functions relate to
the making of any recommendations with respect to the
purchases or sales; or any natural person in a
control relationship to the Fund or investment
adviser who obtains information concerning
recommendations made to the Fund with regard to the
purchase or sale of Securities by the Fund.
4. ASSOCIATE PORTFOLIO MANAGERS. Access Persons who are
engaged in securities research and analysis for
designated Funds or are responsible for investment
recommendations for designated Funds but who are not
particularly responsible for investment decisions
with respect to any Funds.
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5. COVERED PERSONS. Access persons of the Funds who are
directors, officers or employees of Trustmark
National Bank.
6. DIVISIONAL COMPLIANCE OFFICER. The Divisional
Compliance Officer of the Funds identified in (A) 1
above shall be Zach Wasson, EVP and CFO, an
individual who is an employee of Trustmark National
Bank.
7. INVESTMENT PERSONNEL. (i) Any employee of the
investment adviser (or of any company in a control
relationship to the investment adviser) who, in
connection with his or her regular functions or
duties, makes or participates in making
recommendations regarding the purchase or sale of
securities by the Fund; or (ii) any natural person
who controls the Fund or investment adviser and who
obtains information concerning recommendations made
to the Fund regarding the purchase or sale of
securities by the Fund.
For purposes of the Code, the Compliance Officer of
Trustmark National Bank shall only be responsible for
a Covered Person's compliance with this Code, unless
such Covered Person is otherwise excluded under (A) 4
above.
8. PORTFOLIO MANAGERS. Access Persons who are
principally responsible for investment decisions with
respect to any of the Funds.
9. SECURITY. Any financial instrument treated as a
security for investment purposes and any related
instrument such as futures, forward or swap contract
entered into with respect to one or more securities,
a basket of or an index of securities or components
of securities. However, the term security does not
include securities issued by the Government of the
United States, bankers' acceptances, bank
certificates of deposit, commercial paper and high
quality short-term debt instruments, including
repurchase agreements or shares of registered
open-end investment companies.
II RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES
---------------------------------------------
(A) BASIC RESTRICTION ON INVESTING ACTIVITIES
If a purchase or sale order is pending or under active
consideration for any Fund, neither the same Security nor any
related Security (such as an option, warrant or convertible
security) may be bought or sold for any Access Person Account.
(B) INITIAL PUBLIC OFFERINGS
No Security or related Security may be acquired in an initial
public offering for any Investment Personnel.
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(C) BLACKOUT PERIOD
No Security or related Security may be bought or sold for the
account of any Portfolio Manager or Associate Portfolio
Manager during the period commencing seven (7) calendar days
prior to and ending seven (7) calendar days after the purchase
or sale (or entry of an order for the purchase or sale) of
that Security or any related Security for the account of any
Fund with respect to which such person has been designated a
Portfolio Manager or Associate Portfolio Manager.
(D) EXEMPT TRANSACTIONS
Participation on an ongoing basis in an issuer's dividend
reinvestment or stock purchase plan, participation in any
transaction over which no Access Person had any direct or
indirect influence or control and involuntary transactions
(such as mergers, inheritances, gifts, etc.) are exempt from
the restrictions set forth in paragraphs (A) and (C) above
without case by case preclearance under paragraph (F) below.
(E) PERMITTED EXCEPTIONS
Purchases and sales of the following Securities are exempt
from the restrictions set forth in paragraphs A and C above if
such purchases and sales comply with the preclearance
requirements of paragraph (F) below (provided that purchases
and sales of Municipal Securities need not comply with the
preclearance requirements of paragraph (F) below):
1. Non-convertible fixed income Securities rated at
least "A";
2. Equity Securities of a class having a market
capitalization in excess of $1 billion;
3. Equity Securities of a class having a market
capitalization in excess of $500 million if the
transaction in question and the aggregate amount of
such Securities and any related Securities purchased
and sold for the Access Person Account in question
during the preceding 60 days does not exceed $10,000
or 100 shares; and
4. Municipal Securities.
In addition, the exercise of rights that were received pro
rata with other securityholders is exempt if the preclearance
procedures are satisfied.
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(F) PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS
No Security may be bought or sold for an Access Person Account
unless (i) the Access Person obtains prior approval from the
Divisional Compliance Officer or, in the absence of the
Divisional Compliance Officer, from a designee of the
Divisional Compliance Officer; (ii) the approved transaction
is completed on the same day approval is received; and (iii)
the Divisional Compliance Officer does not rescind such
approval prior to execution of the transaction (See paragraph
H below for details of the Pre-Clearance Process.)
(G) PRIVATE PLACEMENTS
The Divisional Compliance Officer will not approve purchases
or sale of Securities that are not publicly traded, unless the
Access Person provides full details of the proposed
transaction (including written certification that the
investment opportunity did not arise by virtue of such
person's activities on behalf of any Fund) and the Divisional
Compliance Officer concludes, after consultation with one or
more of the relevant Portfolio Managers, that the Fund would
have no foreseeable interest in investing in such Security.
(H) PRE-CLEARANCE PROCESS
1. No Securities may be purchased or sold for any Access
Person Account unless the particular transaction has
been approved in writing by the Divisional Compliance
Officer. The Divisional Compliance Officer shall
review, not less frequently than biweekly (once every
two weeks), reports from the trading desk (or, if
applicable, confirmations from brokers) to assure
that all transactions effected for Access Person
Accounts are effected in compliance with this Code.
2. No Securities may be purchased or sold for any Access
Person Account other than through the trading desk
designated by the Divisional Compliance Officer,
unless express permission is granted by the
Divisional Compliance Officer. Such permission may be
granted only on the condition that the third party
broker supply the Divisional Compliance Officer, on a
timely basis, duplicate copies of confirmations of
all personal Securities transactions for such Access
Person in the accounts maintained with such third
party broker and copies of periodic statements for
all such accounts.
3. A Trading Approval Form, attached as Exhibit B, must
be completed and submitted to the Divisional
Compliance Officer for approval prior to entry of an
order.
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4. After reviewing the proposed trade and the level of
potential investment interest on behalf of the Funds
in the Security in question and the Funds restricted
lists, the Divisional Compliance Officer shall
approve (or disapprove) a trading order on behalf of
an Access Person as expeditiously as possible. The
Divisional Compliance Officer will generally approve
transactions described in paragraph (E) above unless
the Security in question or a related security is on
the Restricted List or the Divisional Compliance
Officer believes for any other reason that the Access
Person Account should not trade in such Security at
such time.
5. Once an Access Person's Trading Approval Form is
approved, the form must be forwarded to the trading
desk (or, if a third party broker is permitted, to
the Divisional Compliance Officer) for execution on
the same day. If the Access Person's trading order
request is not approved, or is not executed on the
same day it is approved, the clearance lapses
although such trading order request may be
resubmitted at a later date.
6. In the absence of the Divisional Compliance Officer,
an Access Person may submit his or her Trading
Approval Form to a designee of the Divisional
Compliance Officer if the Divisional Compliance
Officer in its sole discretion wishes to appoint one.
Trading Approval for the Divisional Compliance
Officer must be obtained from a designated
supervisory person of the Divisional Compliance
Officer. In no case will the Trading Desk accept an
order for an Access Person Account unless it is
accompanied by a signed Trading Approval Form.
7. The Divisional Compliance Officer shall review all
Trading Approval Forms, all initial, quarterly and
annual disclosure certifications and the trading
activities on behalf of all Funds with a view to
ensuring that all Covered Persons are complying with
the spirit as well as the detailed requirements of
this Code.
The provisions of this Section II shall not apply to any
Access Person who is either a "disinterested" director or an
officer of the Fund who is not employed by the investment
adviser, or an affiliate thereof, other than those where they
knew or should have known in the course of their duties as a
director or officer that any Fund of which he is a director or
officer has made or makes a purchase or sale of the same or a
related Security within 15 days before or after the purchase
or sale of such Security or related Security by such director
or officer.
III OTHER INVESTMENT-RELATED RESTRICTIONS
-------------------------------------
(A) GIFTS
No Advisory Person shall accept any gift or other item of more
than $100 in value from any person or entity that does
business with or on behalf of any Fund.
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(B) SERVICE AS A DIRECTOR
No Portfolio Manager or Assistant Portfolio Manager shall
commence service on the Board of Directors of a publicly
traded company or any company in which any Fund has an
interest without prior authorization from the Divisional
Compliance Officer based upon a determination that the Board
service would not be inconsistent with the interests of the
Funds.
IV. REPORT AND ADDITIONAL COMPLIANCE PROCEDURES
-------------------------------------------
(A) Every Covered Person, including disinterested
directors of the Funds, must submit to the Divisional
Compliance Officer reports (forms of which are
appended as Exhibit C) containing the information set
forth below with respect to transactions in any
Security in which such Covered Person has or by
reason of such transactions acquires, any direct or
indirect beneficial ownership (as defined in Exhibit
D) in the Security; provided, however, that:
(1) a Covered Person who is required to make
reports only because he is a director of one
of the Funds and who is a "disinterested"
director thereof need not make an initial or
annual holdings report, or a quarterly
transaction report with respect to any
transactions other than those where he knew
or should have known in the course of his
duties as a director that any Fund of which
he is a director has purchased or sold the
same or a related Security or the Fund or
its investment adviser is considering
purchasing or selling such Security or a
related security within 15 days before or
after the purchase or sale of such Security
or related Security by such director.
(2) a Covered Person need not make a report with
respect to any transaction effected for any
account over which such person does not have
any direct or indirect influence or control;
and
(3) a Covered Person need not make a quarterly
report with respect to any transaction
affected through the trading desk designated
by the Divisional Compliance Officer.
(4) a Covered Person will be deemed to have
complied with the quarterly requirements of
this Article IV insofar as the Divisional
Compliance Officer receives in a timely
fashion duplicate monthly or quarterly
brokerage statements on which all
transactions required to be reported
hereunder are described.
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(B) Initial Holdings Reports. No later than 10 calendar
days after the person becomes an Access Person, the
following information:
(i) The title, number of shares and principal amount
of each Covered Security in which the Access Person
had any direct or indirect beneficial ownership when
the person became an Access Person;
(ii) The name of any broker, dealer or bank with whom
the Access Person maintained an account in which any
securities were held for the direct or indirect
benefit of the Access Person as of the date the
person became an Access Person; and
(iii) The date that the report is submitted by the
Access Person
(C) Quarterly Transaction Reports. No later than 10
calendar days after the end of a calendar quarter,
the following information:
(1) With respect to any transaction during the
quarter in a Covered Security in which the
Access Person had any direct or indirect
beneficial ownership:
(a) The date of the transaction, the
title and number of shares and the
principal amount of each Security
involved;
(b) The nature of the transaction
(i.e., purchase, sale or any other
type of acquisition or
disposition);
(c) The price at which the transaction
was effected;
(d) The name of the broker, dealer or
bank with or through whom the
transaction was effected; and
(e) The date that the report is
submitted by the Access Person.
(2) With respect to any account established by
the Access Person in which any securities
were held during the quarter for the direct
or indirect benefit of the Access Person:
(a) The name of the broker, dealer or
bank with whom the Access Person
established the account;
(b) The date the account was
established; and
(c) The date that the report is
submitted by the Access Person.
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(D) Annual Holdings Reports. Annually, the following
information (which information must be current as of
a date no more than 30 calendar days before the
report is submitted):
(1) The title, number of shares and principal
amount of each Security in which the Access
Person had any direct or indirect beneficial
ownership;
(2) The name of any broker, dealer or bank with
whom the Access Person maintains an account
in which any securities are held for the
direct or indirect benefit of the Access
Person; and
(3) The date that the report is submitted by the
Access Person.
(E) Any report submitted to comply with the requirements
of this Article IV may contain a statement that the
report shall not be construed as admission by the
person making such report that he has any direct or
indirect benefit ownership in the Security to which
the report relates.
(F) Annually each Covered Person must certify on a report
(the form of which is appended as Exhibit E) that he
has read and understood the Code and recognizes that
he is subject to such Code. In addition, annually
each covered Person must certify that he has
disclosed or reported all personal Securities
transactions required to be disclosed or reported
under the Code and that he is not subject to any
regulatory disability.
V. ADMINISTRATION OF CODE OF ETHICS
--------------------------------
(A) No less frequently than annually, the Fund's
investment adviser must furnish to the Fund's board
of trustees, and the board of trustees must consider,
a written report that
(1) Describes any issues arising under the Code
or procedures since the last report to the
board of trustees, including, but not
limited to, information about material
violations of the Code or procedures and
sanctions imposed in response to the
material violations; and
(2) Certifies that the Fund, investment adviser
or principal underwriter, as applicable, has
adopted procedures reasonably necessary to
prevent Access Persons from violating the
Code.
VI. SANCTIONS
---------
Upon discovering that a Covered Person has not complied with the
requirements of this Code, the Board of Trustees of the relevant Fund
may impose whatever sanctions within its power the Board deems
appropriate, including, among other things, termination of the Fund's
adviser or recommendations of disgorgement of profit, censure,
suspension or termination of employment. Material violations of
requirements of this Code by
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employees of Covered Persons and any sanctions imposed in connection
therewith shall be reported not less frequently than quarterly to the
Board of Trustees of any relevant Fund.
VII. EXCEPTIONS
----------
Trustmark National Bank reserves the right to decide, on a case by case
basis, exceptions to any provisions under this Code. Any exceptions
made hereunder will be maintained in writing to the Board of Trustees
of any relevant Fund at its next scheduled meeting.
VIII. PRESERVATION OF DOCUMENTS
-------------------------
This Code, a copy of each report by a Covered Person, any written
report made hereunder by the Funds, Affiliates of the Funds or the
Divisional Compliance Officer, and lists of all persons required to
make or review reports, shall be preserved with the records of the
relevant Fund for a five year period in an easily accessible place.
IX. OTHER LAWS, RULES AND STATEMENTS OF POLICY
------------------------------------------
Nothing contained in this Code shall be interpreted as relieving any
Covered Person from acting in accordance with the provision of any
applicable law, rule or regulation or any other statement of policy or
procedure governing the conduct of such person adopted by Funds or
Affiliates of the Funds.
X. FURTHER INFORMATION
-------------------
If any person has any question with regard to the applicability of the
provisions of this Code generally or with regard to any Securities
transaction or transactions, he should consult the Divisional
Compliance Officer.
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Exhibit A
---------
LIST OF REGISTERED INVESTMENT COMPANIES
---------------------------------------
Performance Funds Trust- Money Market Fund
Short Term Government Fund
Intermediate Term Government Fund
Large Cap Equity Fund
Mid Cap Equity Fund
Small Cap Equity Fund
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Exhibit B
TRUSTMARK NATIONAL BANK
PERFORMANCE FUNDS ACCESS PERSONS
PRE-CLEARANCE TRADING APPROVAL FORM
-----------------------------------
I, ___________________________________________________ (name), am an Access
Person and seek pre-clearance to engage in the transaction described below:
Acquisition or Disposition (circle one)
--------------------------
Name of Account: ____________________________________________
Account Number: _____________________________________________
Date of Request: ____________________________________________
Security: ___________________________________________________
Amount or # of Shares: ______________________________________
Broker: _____________________________________________________
If the transaction involves a Security that is not publicly traded, a
description of proposed transaction, source of investment opportunity and any
potential conflicts of interest:
I hereby certify that, to the best of my knowledge, the transaction described
herein is not prohibited by Trustmark National Banks' Code of Ethics dated
August 15, 2000 and that the opportunity to engage in the transaction did not
arise by virtue of my activities on behalf of any Client.
Signature: ______________________________________
Print Name:
Approved or Disapproved (Circle One)
-----------------------
Date of Approval:
Signature: ______________________________________
Print Name:
If approval is granted, please forward this form to the trading desk
(or if a third party broker is permitted, to the Divisional Compliance Officer)
for immediate execution.
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Exhibit C
---------
TRUSTMARK NATIONAL BANK
PERFORMANCE FUNDS ACCESS PERSONS
INITIAL HOLDINGS REPORT
-----------------------
Report Submitted by:____________________________________________________________
Print Your Name
---------------
The following table supplies the information required by
Section IV(B) of the Code of Ethics dated August 15, 2000 for the period
specified below.
<TABLE>
<CAPTION>
Securities (Name Quantity of Price Per Name of the Broker/Dealer Nature of
and Symbol) Securities Share or Other with or through Ownership of
----------- ---------- Unit whom the Securities
---- Transaction ----------
was Effected
------------
<S> <C> <C> <C> <C>
</TABLE>
To the extent specified above, I hereby disclaim beneficial
ownership of any security listed in this Report or in brokerage statements or
transaction confirmations provided by you.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND
THAT TO THE BEST OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS
TRUE AND CORRECT FOR THE PERIOD OF __________, 200_ THROUGH 200_.
Signature _________________________ Date_______________________
Position _________________________
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Page 2
TRUSTMARK NATIONAL BANK
Performance Funds Access Persons
QUARTERLY TRANSACTION REPORT
----------------------------
Report Submitted by: __________________________________________________________
Print Your Name
---------------
This transaction report (the "Report") is submitted pursuant
to Section IV(B) of the Code of Ethics of the Funds and supplies information
with respect to transactions in any Security in which you may be deemed to have,
or by reason of such transaction acquire, any direct or indirect beneficial
ownership interest for the period specified below. If you were not employed by
us during this entire period, amend the dates specified below to cover your
period of employment.
Unless the context otherwise requires, all terms used in the
Report shall have the same meaning as set forth in the Code of Ethics dated
August 15, 2000.
If you have no reportable transactions, sign and return this
page only. If you have reportable transactions, complete, sign and return page 3
and any attachments.
--------------------------------------------------------------------------------
I HAD NO REPORTABLE SECURITIES TRANSACTIONS DURING THE PERIOD
__________, 200_ THROUGH _________, 200_. I CERTIFY THAT I AM FULLY FAMILIAR
WITH THE CODE OF ETHICS AND THAT TO THE BEST OF MY KNOWLEDGE THE INFORMATION
FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
Signature
---------------------------------
Position
---------------------------------
Date
---------------------------------
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Page 3
TRUSTMARK NATIONAL BANK
PERFORMANCE FUNDS ACCESS PERSONS
QUARTERLY TRANSACTION REPORT
----------------------------
Report Submitted by:___________________________________________________________
Print Your Name
---------------
The following table supplies the information required by
Section IV(C) of the Code of Ethics dated August 15, 2000 for the period
specified below. Transactions reported on brokerage statements or duplicate
confirmations actually received by the Divisional Compliance Officer do not have
to be listed although it is your responsibility to make sure that such
statements or confirmations are complete and have been received in a timely
fashion.
<TABLE>
<CAPTION>
Securities Date of Whether Purchase, Quantity of Price Per Share Name of the Nature of
(Name and Transaction Sale, Short Sale, Securities or Other Unit Broker/Dealer Ownership of
Symbol) ----------- or Other Type of ---------- ------------- with or through Securities
------- Disposition or whom the ----------
Acquisition Transaction
----------- was Effected
------------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
To the extent specified above, I hereby disclaim beneficial
ownership of any security listed in this Report or in brokerage statements or
transaction confirmations provided by you.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND
THAT TO THE BEST OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS
TRUE AND CORRECT FOR THE PERIOD OF __________, 200_ THROUGH 200_.
Signature _________________________ Date_______________________
Position _________________________
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Page 4
TRUSTMARK NATIONAL BANK
PERFORMANCE FUNDS ACCESS PERSONS
ANNUAL HOLDINGS REPORT
----------------------
Report Submitted by:___________________________________________________________
Print Your Name
---------------
The following table supplies the information required by
Section IV(D) of the Code of Ethics dated August 15, 2000 for the period
specified below.
<TABLE>
<CAPTION>
Securities Quantity of Price Per Name of the Broker/Dealer Nature of
(Name and Securities Share or Other with or through Ownership of
Symbol) ---------- Unit whom the Securities
------- ---- Transaction ----------
was Effected
------------
<S> <C> <C> <C> <C>
</TABLE>
To the extent specified above, I hereby disclaim beneficial
ownership of any security listed in this Report or in brokerage statements or
transaction confirmations provided by you.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND
THAT TO THE BEST OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS
TRUE AND CORRECT FOR THE PERIOD OF __________, 2000_ THROUGH 200_.
Signature _________________________ Date_______________________
Position _________________________
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Exhibit D
---------
BENEFICIAL OWNERSHIP
--------------------
For purposes of the attached Code of Ethics, "beneficial
ownership" shall be interpreted in the same manner as it would be in determining
whether a person is subject to the provisions of Section 16 of the Securities
Exchange Act of 1934 and the rules and regulations thereunder, except the
determination of direct or indirect beneficial ownership shall apply to all
securities that a Covered Person has or acquires. The term "beneficial
ownership" of securities would include not only ownership of securities held by
a Covered Person for his own benefit, whether in bearer form or registered in
his name or otherwise, but also ownership of securities held for his benefit by
others (regardless of whether or how they are registered) such as custodians,
brokers, executors, administrators, or trustees (including trusts in which he
has only a remainder interest), and securities held for his account by pledges,
securities owned by a partnership in which he is a member if he may exercise a
controlling influence over the purchase, sale of voting of such securities, and
securities owned by any corporation or similar entry in which he owns securities
if the shareholder is a controlling shareholder of the entity and has or shares
investment control over the entity's portfolio.
Ordinarily, this term would not include securities held by
executors or administrators in estates in which a Covered Person is a legatee or
beneficiary unless there is a specified legacy to such person of such securities
or such person is the sole legatee or beneficiary and there are other assets in
the estate sufficient to pay debts ranking ahead of such legacy, or the
securities are held in the estate more than a year after the decedent's death.
Securities held in the name of another should be considered as
"beneficially" owned by a Covered Person where such person enjoys "financial
benefits substantially equivalent to ownership." The Securities and Exchange
Commission has said that although the final determination of beneficial
ownership is a question to be determined in the light of the facts of the
particular case, generally a person is regarded as the beneficial owner of
securities held in the name of his or her spouse and their minor children.
Absent special circumstances such relationship ordinarily results in such person
obtaining financial benefits substantially equivalent to ownership, e.g.,
application of the income derived from such securities to maintain a common
home, or to meet expenses that such person otherwise would meet from other
sources, or the ability to exercises a controlling influence over the purchase,
sale or voting of such securities.
A Covered Person also may be regarded as the beneficial owner
of securities held in the name of another person, if by reason of any contract,
understanding, relationship, agreement, or other agreement, he obtains therefrom
financial benefits substantially equivalent to those of ownership.
A Covered Person also is regarded as the beneficial owner of
securities held in the name of a spouse, minor children or other person, even
though he does not obtain therefrom the aforementioned benefits of ownership, if
he can vest or revest title in himself at once or at some future time.
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<PAGE> 19
Exhibit E
---------
TRUSTMARK NATIONAL BANK
PERFORMANCE FUNDS ACCESS PERSONS
ANNUAL CERTIFICATION OF CODE OF ETHICS
--------------------------------------
A. I (a Covered Person) hereby certify that I have read and
understood the Code of Ethics dated August 15, 2000, and
recognize that I am subject to its provisions. In addition, I
hereby certify that I have complied with the requirements of
the Code of Ethics and that I have disclosed or reported all
personal Securities transactions required to be disclosed or
reported under the Code of Ethics;
B. Within the last ten years there have been no complaints or
disciplinary actions filled against me by any regulated
securities or commodities exchange, any self-regulatory
securities or commodities organization, any attorney general,
or any governmental office or agency regulating insurance
securities, commodities or financial transactions in the
United States, in any state of the United States, or in any
other country;
C. I have not within the last ten years been convicted of or
acknowledged commission of any felony or misdemeanor arising
out of my conduct as an employee, salesperson, officer,
director, insurance agent, broker, dealer, underwriter,
investment manager or investment advisor; and
D. I have not been denied permission or otherwise enjoined by
order, judgment or decree of any court of competent
jurisdiction, regulated securities or commodities exchange,
self-regulatory securities or commodities organization or
other federal or state regulatory authority from acting as an
investment advisor, securities or commodities broker or
dealer, commodity pool operator or trading advisor or as an
affiliated person or employee of any investment company, bank,
insurance company or commodity broker, dealer, pool operator
or trading advisor, or from engaging in or continuing any
conduct or practice in connection with any such activity or
the purchase or sale of any security.
Print Name: ______________
Signature: ______________
Date: ______________
19
