18
Addendum A
to
CODE OF ETHICS
for
Citizens Bank of Rhode Island
Trust Division
Employee Securities Transactions Policy
August ,September 1, 2000
(Applicable to each Access Person as defined under Section 1 of
this PolicyAddendum A
and in accordance with Rule 17j-1 of the Investment Company Act
of 1940)
Effective: September 1, 2000
Addendum A
to
THE CODE OF ETHICS
OF CITIZENS BANK OF RHODE ISLAND TRUST DIVISION
EMPLOYEE SECURITIES TRANSACTIONS POLICY
INTRODUCTION
It is the policy of Citizens Bank of Rhode Island ("CBRI") to
avoid any conflict of interest or even the appearance of such a
conflict in connection with the performance of investment
advisory and portfolio management services for registered
investment companies ("funds") and their shareholders. This code
of ethicsEmployee Securities Transactions Policy Addendum A (the
"EST Policy" or the "Policy")(the "Code of Ethics" or
the"Code")"Addendum") to the Citizens Bank of Rhode Island code
of ethics, has been adopted by the CBRI Trust Division to
implement this policy.
policy. The CBRI code of ethics , together with this Addendum,
are hereinafter collectively referred to as (the "Code of Ethics"
or the "Code"). The Addendum is incorporated into and made a
part of the Code, butThis Policy is applicable only to Access
Persons as defined in Section 1 of the EST PolicyAddendum in
accordance with Rule 17j-1 of the Investment Company Act of 1940.
With respect to an Access Person, the provisions of thise Policy
Addendum supersede any inconsistent provision in any other policy
of, or the Code of Ethics of, CBRIsection of the Code.
One of the practices that raises a potential conflict of interest
is that of trading in the same securities (or related securities)
that are being purchased or sold, or considered for purchase or
sale, for a fundsale for a fund, by persons affiliated with CBRI
for accounts in which the affiliated persons have a beneficial
ownership interest or which they control. The Investment
Advisers Act of 1940 ("Advisers Act"), the Investment Company Act
of 1940 ("1940 Act"), and other federal and state securities laws
and rules generally prohibit fraudulent, deceptive or
manipulative trading by persons affiliated with investment
advisers with respect to securities held, to be acquired or under
consideration for purchase or sale by advisory clients. This
prohibition extends to trading in furtherance of personal
interests to the detriment of a fund as well as any attempt to
benefit from the market impact of its anticipated or actual
transactions. The Securities and Exchange Commission ("SEC")
regulations require the adoption of procedures designed to
prevent such fraudulent conduct.
Please read the specifics of this PolicyCode of Ethics carefully.
If you have any questions, discuss them with ________________,
the Compliance Officer ("C.O.") for CBRI, or his successor.the
the Risk Officer forof the Trust Division of CBRI (the "Risk
Officer"), who in that capacity serves the regulatory compliance
function for the Trust Division of CBRI. Be sure that you
understand thise PolicyCode. Then sign and date the attached
certification and return it to the C.O.,Risk Officer, who will
maintain it as part of the Trust Division'sCBRI's records. Keep
a copy of the EST PolicyCode for your reference. The C.O.Risk
Officer is responsible for enforcing and interpreting this EST
PolicyCode, and is always available to answer any questions you
may have. As an officer, director, employee, or control
personAccess Person of CBRI, you are subject to all applicable
provisions of this PolicyCode.
ADOPTION OF THIS POLICYCODE
This EST PolicyCode has been adopted in compliance with Section
17(j) of the 1940 Act and Rule 17j-1 (the "Rule") thereunder and
Sections 204 and 204A of the Advisers Act and the rules
thereunder.
PURPOSE OF THIS POLICYCODE
This EST PolicyCode seeks to maintain the highest standards of
ethical conduct for CBRI and its personnel. In so doing, this
PolicyCode addresses three areas of concern:
1. Observance of the general anti-fraud provisions of the
Federal securities laws.
2. Avoidance of conflicts with the interests of a Fund or the
appearance of such conflicts.
3. Avoidance of trading securities on the basis of
material non-public information or information about
securities transactions made or being considered for a
Fund.
1. GENERAL DEFINITIONS
Listed below are definitions for some of the terms used in this
PolicyCode, many of which are defined by law.
"Access Person" shall mean any director, officer or Advisory
Person of CBRI who, with respect to any Fund, makes any
recommendation, participates in the determination of which
recommendation will be made, or whose principal function or
duties relate to the determination of which recommendation will
be made, or who, in connection with his or her duties, obtains
any information concerning recommendations on securities being
made by CBRI to any Fund.
"Advisory Person" shall mean any employee of CBRI (or of any
company in a "Control" relationship to CBRI) who, in connection
with his or her regular functions or duties, makes, participates
in, or obtains any information regarding the purchase or sale of
securities by a Fund or whose functions relate to the making of
any recommendations with respect to such purchases or sales of
securities. Also included within the definition of "Advisory
Person" is any natural person in a "Control" relationship to CBRI
who obtains information concerning recommendations made to a Fund
with respect to the purchase or sale of securities.
"Beneficial Ownership/Beneficial Owner" shall mean any person who
has or shares, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise, a direct
or indirect pecuniary interest in a security, within the meaning
of the Securities Exchange Act Rule 16a-1(a)(2). "Pecuniary
interest" means the opportunity, directly or indirectly, to
profit or share in any profit derived from a transaction in the
security. "Indirect pecuniary interest" includes, but is not
limited to, securities held by members of your immediate family
who share your household, including your spouse, children and
stepchildren, parents, grandparents, brothers and sisters, and
any of your in-laws.
If you need help in determining whether you have beneficial
ownership of any security for purposes of this PolicyCode, you
should consult the C.O.Risk Officer.
"Control" shall mean the power to exercise a controlling interest
over the management or policies of a company, unless such power
is solely the result of an official position. Any person is
presumed to "Control" a company if that person owns, directly or
indirectly through one or more controlled companies, more than
25% of the voting securities of a company. Despite this
presumption, a person may not be a Control Person if facts, other
than security ownership, demonstrate that such person does not
have a controlling interest. Similarly, persons owning less than
25% of the voting securities of a company may be deemed to have
"Control" depending upon the facts and circumstances.
"Fund" shall mean any investment company registered under the
Investment Company Act of 1940 to which CBRI provides investment
advisory services.
"Independent Trustee" shall mean, with respect to a Fund, a
trustee who is not an interested person of such fund.
"Personal Trading" shall mean the purchase or sale of securities
by an individual for his or her own account, any other account in
which he or she has a "Beneficial Ownership" interest, or any
account (other than an account of an advisory client of CBRI) for
which the individual decides what securities transactions will be
effected for the account, either by making recommendations to the
account owner or by entering orders directly with the broker
handling the account.
"Purchase or Sale of a Security" includes, among other things,
the writing of an option to purchase or sell a security.
"Security" shall mean any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest or
participation in any profit-sharing agreement, collateral-trust
certificate, preorganization certificate or subscription,
transferable share, investment contract, voting-trust
certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas, or other mineral rights, any put,
call, straddle, option, or privilege on any security or on any
group or index of securities (including any interest therein
based on the value thereof), or any put, call, straddle, option,
or privilege entered into on a national securities exchange
relating to foreign currency, or generally any interest or
instrument commonly known as a "security" or any certificate of
interest or participation in, temporary or interim certificate
for, receipt for guarantee of, or warrant or right to subscribe
to or purchase any of the foregoing.
For purposes of the provisions of this PolicyCode governing
personal securities trading and pre-clearance, and reporting of
transactions and holdings, "Security" does not include direct
obligations of the U.S. Government, shares of registered open-end
investment companies (mutual funds), bankers' acceptances, bank
certificates of deposit, commercial paper and high quality short-
term debt instruments, including repurchase agreements (i.e., any
instrument that has a maturity at issuance of less than 366 days
and that is rated in one of the two highest rating categories by
a NRSRO).Nationally Recognized Statistical Rating Organization).
"Security Held or to be Acquired" means (A) any Security that
within the most recent 15 days is being or has been: (i) held by
a Fund or (ii) "considered for purchase or sale" by or on behalf
of a Fund and (B) any option to purchase or sell, and any
security convertible into or exchangeable for, a Security
described in (A) above. A Security is "being considered" for
purchase or sale if:
(a) there is an outstanding order (this includes orders that
are in the process of being
executed) to purchase or sell that Security for the Fund;
(b) there is an outstanding oral or written recommendation
with respect to that Security that has not been acted upon
or rejected; or
(c) the person responsible for a portfolio intends to
purchase or sell (e.g., has decided to but has not yet
purchased or sold) that Security for a Fund's portfolio.
2. PROHIBITED TRANSACTIONS AND ACTIVITIES
As a general matter, it is a violation of the policies of CBRI
for any of its personnel to engage in any act, practice, or
course of business in connection with the purchase or sale of any
security in violation of any provision of the Federal securities
laws or the SEC's rules designed to prevent fraudulent,
deceptive, or manipulative acts, practices or business conduct.
A. General Prohibition Against "Front-Running"
The practice of trading on the basis of the anticipated market
effect of trades for a Fund, which is known as "front-running" or
"scalping," constitutes a violation of the Federal securities
laws.
Therefore, it is absolutely prohibited for any Access Person to
engage in Personal Trading in a Security that the Access Person
knows or should know is a "Security Held or to be Acquired" by a
Fund.
B. Prohibited Personal Trading by Advisory Persons
In addition to the above general prohibitions, Advisory Persons
are prohibited from engaging in Personal Trading in any Security,
except as specifically permitted in Section 3 of this PolicyCode.
In no event are Advisory Persons permitted to
1. acquire Beneficial Ownership in any securities in an initial
public offering, unless there is prior approval in writing by the
C.O.;Risk Officer;
2. acquire Beneficial Ownership in securities in a private
placement, unless there is prior approval in writing by the
C.O.;Risk Officer; or
3 3. effect short sales or acquire short positions in any
"Security Held" by a Fund.
A record of all written approvals of, and rationale supporting,
any direct or indirect acquisition by Advisory Persons of an
investment in an initial public offering or private placement
will be made and retained by the C.O.Risk Officer in accordance
with Section 10 herein.
Advisory Persons who have acquired private placement securities
pursuant to prior written approval from the C.O.Risk Officer must
immediately disclose that investment to the C.O.Risk Officer
before they participate at any level in any subsequent
consideration of an investment in the issuer for a Fund. In such
circumstance, the decision to purchase securities of the issuer
for the Fund will be subject to independent review by CBRI
personnel with no personal interest in the issuer.
Access Persons who are not Advisory Persons are not subject to
the above restrictions on personal trading or the pre-clearance
requirements of this CodePolicy provided that, in the ordinary
course of performing their duties or otherwise, they do not have
access to or have information concerning the Securities trades
that are being executed, under consideration, or recommended for
any Fund
.
C. Dealings with Persons Who Do Business With a Fund
No Advisory Person may seek or accept from any person that does
business with a Fund any item of material value or preferential
treatment that is or appears to be connected with the Fund
directing business to that person.
For purposes of this prohibition, "items of material value"
include but are not limited to:
1. gifts amounting in value to more than $100 per person per
year; and
2. payment or reimbursement of travel expenses, including
overnight lodging, in excess of $100 per person per year.
"Items of material value" do not include:
1. an occasional meal, a ticket to a sporting event or the
theater or comparable entertainment, which is not
conditioned on directing business to the firm that provided
such meal or entertainment and is neither so frequent nor so
extensive as to raise any question of propriety; or
2. an unconditional gift of a typical item of reminder
advertising such as a ball-point pen with the name of the
advertiser inscribed, a calendar pad, or other gifts amounting in
value to not more than $100 per person per year.
Any invitations involving travel for more than one day must have
advance approval from the C.O..Risk Officer.
3. EXEMPTED TRANSACTIONS
The following types of Personal Trading are exempted from the
restrictions in Section 2.B above:
1. trading in Securities in an account over which a person does
not have direct or indirect Control or influence (e.g., a blind
trust);
2. purchases of Securities pursuant to an automatic dividend
reinvestment plan;
3. purchases of Securities effected upon the exercise of rights
issued by an issuer pro rata to all holders of a class of its
securities, to the extent such rights were acquired from such
issuer;
4. transactions which have been pre-cleared in writing by the
C.O.,Risk Officer, by use of the Personal Trading Authorization
Form based on the information and representations set forth in
the Form and such other information as the C.O.Risk Officer
determines is appropriate to consider; and
5. transactions in circumstances where the C.O.Risk Officer
finds that permitting the transaction is necessary or appropriate
to alleviate hardship or to deal with unforeseen circumstances,
and is otherwise appropriate, is consistent with the purposes and
policies of this CodePolicy, is not in conflict with the
interests of the Fund and is in compliance with applicable law.
Any such finding will be documented in writing and maintained in
accordance with Section 10 herein.
4. CONFIDENTIALITY OF SECURITIES RECOMMENDATIONS AND INVESTMENT
DECISIONS
From the time that an Advisory Person anticipates making a
recommendation to purchase or sell a Security or the time that he
or she decides to purchase or sell a Security for a Fund or
learns of such recommendation or decision, through the time that
all trades based on that recommendation or decision have been
consummated, the subject and content of that recommendation or
investment decision are considered to be proprietary information
that may only be used for the benefit of the Fund. Such
information also may be considered to constitute "material non-
public information" by the SEC and other regulatory authorities.
Accordingly, Advisory Persons must maintain the utmost
confidentiality with respect to their recommendations and
investment decisions during this period and may not discuss a
contemplated recommendation with anyone other than the C.O.,Risk
Officer, the portfolio manager for the Fund or the broker-dealer
or issuer executing the order. In addition, this confidentiality
obligation extends to all Access Persons and other CBRI personnel
who may obtain access to such information.
This prohibition is not intended to inhibit exchanges of
information among Advisory Persons concerning the Securities in
their respective areas of coverage. Rather, this policy is a
recognition of general fiduciary principles, including but not
limited to the duty to place the interest of a Fund, including
its shareholders, first at all times. Any questions concerning
the distinction between an appropriate informational exchange and
a prohibited communication should be discussed with the C.O.Risk
Officer.
5. APPROVALS OF TRANSACTIONS OR REQUESTS FOR WAIVERS OF
RESTRICTIONS BY THE C.O.,RISK OFFICER, OR BY A SENIOR
OFFICER OF CBRI OR CITIZENS FINANCIAL GROUP, INC.
In the event that the C.O.Risk Officer or a senior officer of
CBRI or Citizens Financial Group, Inc. ("CFG") seeks to engage in
a transaction for which approval is required under this
PolicyCode or seeks a waiver pursuant to Section 3 of this
PolicyCode, the approval or waiver shall, in the case of the
C.O.,Risk Officer, be granted or denied by the sSenior manager of
the Corporate Risk Management department Compliance Officer of
CBRIitizens Financial ______________Group ("CFG") and, in the
case of a senior officer, the approval or waiver shall be granted
or denied by ________.the Senior Compliance Officer of CFG. In
the event that such senior manager of the Corporate Risk
Management department of CBRI seeks to engage in a transaction
for which approval is required under this Policy or seeks a
waiver pursuant to Section 3 of this Policy, the approval or
waiver shall be granted or denied by the General Counsel of CFG.
A written record of the action taken and the reasons for it shall
be made by the person making the determination and the original
record retained in accordance with Section 10 hereof.
6. REPORTING OF PERSONAL SECURITIES HOLDINGS AND TRADING
ACCOUNTS
A. Initial Reports
All Access Persons must, upon commencement of employment (but in
any case no later than 10 days after the person becomes an Access
Person), disclose all personal securities holdings in writing to
the C.O.Risk Officer This report must include the title, number
of shares and principal amount of each Security in which the
Access Person had any Beneficial Ownership when the person became
an Access Person.
Each Access Person also must, upon commencement of employment but
in any case no later than 10 days after the person becomes an
Access Person, notify the C.O.Risk Officer in writing of any
securities or commodities account in which he or she has a
Beneficial Ownership interest or over which he or she exercises
Control as of the date the person became an Access Person. Such
notification must identify the brokerage firm or other financial
institution at which the account is maintained, the account
executive, the title of the account, the account number, and the
names and addresses of all individuals with a Beneficial
Ownership interest in the account. Subsequent to commencing
employment, each such Access Person shall notify the C.O.Risk
Officer immediately and in writing of any new securities or
commodities accounts.
B. Quarterly Reports
Each Access Person must report to the C.O.Risk Officer the
information described below with respect to transactions in any
Securities in which such Access Person had, or by reason of such
transaction acquires, any direct or indirect Beneficial Ownership
in a Security. Such reports must be made no later than ten days
after the end of the calendar quarter in which the transaction(s)
were effected.
C. Annual Reports
Annually, each Access Person must submit a report that includes
the following information: title, number of shares and principal
amount of each Security in which the Access Person had any
Beneficial Ownership; 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 the date that the report is submitted by the
Access Person. The report must be current as of a date no more
than 30 days before the report is submitted.
D. General Reporting Information.
Access Persons are not required to report Securities trades in
accounts over which they do not have influence or Control over
investment decisions (e.g., a blind trust). No report required
by this Section shall be construed as an admission by the Access
Person that he or she has any Beneficial Ownership of any
Security on the report, nor shall the making of a report be
construed as an admission of a violation of this PolicyCode by
the Access Person.
The C.O.Risk Officer will identify all Access Persons who are
required to submit these reports and will inform those Access
Persons of these reporting requirements. In addition to the
reports required under this section, each Advisory Person is
responsible for "pre-clearing" before a securities transaction is
executed, through the Personal Trading Authorization Form
(Exhibit A).
7. INFORMATION REQUIRED IN PERSONAL TRADING REPORTS
Quarterly reports required under Section 6.B must include the
following information:
(a) the date of the transaction, the title, the interest
rate and maturity (if applicable), and number of shares, and
the principal amount of each Security involved;
(b) the nature of the transaction (e.g., 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
which the transaction was effected; and
(e) the date that the report is submitted by the Access
Person.
These quarterly reports also must include the following
information with respect to any account established by an Access
Person in which he or she has a Beneficial Ownership interest or
over which he or she exercises control:
(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.
One way to achieve this is for you to instruct the brokerage firm
or bank, at which you maintain accounts in which you have a
Beneficial Ownership interest or over which you have Control, to
automatically send copies of broker trade confirmations or
monthly or quarterly account statements to the C.O.Risk Officer
no later than ten days after the end of each calendar quarter.
To use confirmations or account statements to satisfy the
quarterly reporting requirement, the confirmations and statements
must include all of the information listed above. The C.O.Risk
Officer will be responsible for reviewing such records.
Such reports must be made with respect to all Personal Trading,
including transactions exempted by Section 3. However, Access
Persons are not required to report Securities trades in accounts
over which they do not have influence or Control over investment
decisions (e.g., a blind trust).
8. TRADING WITH MATERIAL NON-PUBLIC INFORMATION
THIS PROVISION OF THE CODE APPLIES TO ALL PERSONNEL
No officer, director, employee, or control person of CBRIAccess
Person may purchase or sell any security, or be involved in any
way in the purchase or sale of a security, while in possession of
material non-public information about the security or its issuer,
regardless of the manner in which such information was obtained.
Furthermore, no person possessing material non-public information
may disclose such information to any person other than the
C.O.,Risk Officer, except to the extent authorized by the
C.O.Risk Officer. This prohibition covers transactions for a
Fund made in the course of your employment with CBRI, as well as
transactions for your personal accounts and accounts of persons
in privity with you.
Material non-public information includes corporate information,
such as undisclosed financial information about a corporation,
and market information, such as a soon-to-be-published article
about a corporation. Material information is defined as
information that an investor would consider important in making
an investment decision, or which would substantially affect the
market price of a security if generally disclosed. Non-public
information is defined as information that has not been
effectively made available to the marketplace. Any questions as
to whether certain information is material non-public information
should be directed to the C.O.Risk Officer.
9. ADVISORY PERSONS SERVING AS DIRECTORS OF PUBLICLY-TRADED
COMPANIES
Advisory Persons who serve as directors of publicly-traded
companies may be seen as having an inherent conflict of interest
between the fiduciary duty owed to the Fund and that owed to the
shareholders of such publicly-traded companies. To avoid such
potential conflicts of interest, all Advisory Persons must
receive the prior written approval of the C.O.Risk Officer before
serving as director of any publicly-traded company, which
approval may be withheld in the C.O.'sRisk Officer's sole
discretion. If you are an Advisory Person and currently serve as
a director of a publicly-traded company, you should notify the
C.O.Risk Officer immediately. Prior to commencement of
employment with CBRI and annually thereafter, each Advisory
Person shall provide the C.O.Risk Officer with a written list of
all positions held by the Advisory Person with any publicly-
traded company.
Advisory Persons who receive permission to serve as directors of
publicly-traded companies will be isolated through "Chinese
Walls" or other procedures from making decisions regarding the
securities of those companies for which they serve as directors.
An especially sensitive situation involves representation on a
creditors' committee. Particular care will be taken to create a
"Chinese Wall" between portfolio management and creditors'
committee representation.
10. RECORD KEEPING
The C.O.Risk Officer shall maintain the following records in the
manner and for the time periods described under the Advisers Act
and Rule 17j-1(f) under the 1940 Act.
(a) a copy of this PolicyCode and any other policy governing
personal securities transactionsCode which is, or at any
time within the past five years has been in effect;
(b) records of any violations of this PolicyCode and any
actions taken as a result of such violations;
(c) each report, record or finding made under this
PolicyCode (i.e., those required by Sections 2, 3, 5,and 6),
including any information provided in lieu of these reports
(e.g., confirmations, account statements);
(d) a list of all persons who currently are or within the
past 5 years have been required to make reports pursuant to
the PolicyCode;
(e) a list of all persons who currently are or within the
past 5 years have been responsible for reviewing reports
submitted pursuant to the PolicyCode; and
(f) a copy of each report submitted to a Fund Board of
Trustees in connection
with the Board's approval of this Policya code of ethics or
material changes to this Policysuch a Code.
11. VIOLATIONS OF THIS CODE POLICY
Violations of this PolicyCode may result in the imposition of
criminal penalties or sanctions by the SEC, other regulatory
authorities, or CBRI, including forfeiture of any profit from a
transaction, and forfeiture of future discretionary salary
increases or bonuses and suspension or termination of
employment. Determinations as to whether a violation has
occurred, and the appropriate sanctions, if any, shall be made
by _________________;the General Counsel of CFG; provided
however, that no person believed to have violated this
PolicyCode shall participate in such determinations made with
respect to his or her own conduct.
12. BOARD APPROVAL AND REPORTS TO BOARD
A. Initial Approval of this PolicyCode of Ethics
This PolicyCode must be approved by the Board of each Fund,
including a majority of Independent Trustees. Before the Board
meeting at which this Policycode is scheduled for approval, CBRI
shall provide the Board with a copy of the PolicyCode, a written
certification that CBRI has adopted procedures reasonably
necessary to prevent its Access Persons from violating the
Policycode and any other information requested by the Board.
B. Material Changes to PolicyCodes of Ethics
The Board of each Fund, including a majority of Independent
Trustees, will approve any material changes to this PolicyCode,
within six months following the adoption of the change. The
personnel of CBRI will, on a timely basis, provide notice to the
Board of the changes and provide the Board with the following
information regarding the changes for which Board approval is
sought: (a) a written description of the change and the reasons
therefor; (b) a copy of the revised Policy code of ethics,
marked to show the changes; (c) a written certification that
CBRI has adopted procedures reasonably necessary to prevent
Access Persons from violating the Policycode; and (d) any other
information requested by the Board.
C. Annual Reports to Board
At least annually, CBRI shall provide the Board with (i) a
written certification that CBRI has adopted procedures reasonably
necessary to prevent its Access Persons from violating its EST
Policycode of ethics; a written report that describes any issues
arising under its EST Policycode of ethics or related procedures
since the last report to the Board; and (ii) any other
information requested by the Board. The report shall include,
but not be limited to, information about: material violations of
the EST Policycode or related procedures; immaterial, individual
violations (such as late filings of quarterly transactions
reports) if such violations are material in the aggregate; and
sanctions imposed in response to such violations; significant
conflicts of interest that arose involving personal trading, even
if the conflicts did not result in a Policycode violation (e.g.,
where an Advisory Person is a director of a company whose
securities are held by the Fund. See Section 9 herein.).
Further, the Board will be provided with more frequent reports
when there have been significant violations of the EST Policya
code or related procedures, or significant conflicts of interest
arising under the EST Policycode or procedures.
Certification
I have read the Employee Securities Transactions PolicyCode of
Ethics of the Trust Division of Citizens Bank of Rhode Island in
its entirety, and I understand it. I agree to comply fully with
all of its provisions. Further, I agree to certify, in writing
and each year, that I have complied with the terms of this
PolicyCode, as amended from time to time.
Dated: Signed:
EXHIBIT A
CITIZENS BANK OF RHODE ISLAND
TRUST DIVISION
PERSONAL TRADING AUTHORIZATION FORM
In connection with the contemplated
(purchase or sale)*
by of
(name of employee) (number of shares)
of on
:
(name of security) (date)
I confirm that to my knowledge (a) there presently is no outstanding
order to purchase or sell the above-listed security for the
portfolio of any investment company registered under the
Investment Company Act of 1940 to which CBRI provides investment
advisory services ("Fund"); (b) there is no outstanding oral or
written communication with respect to that security that has not
been acted upon or rejected; (c) I have no present intention to
purchase or sell that security for a Fund and am not aware that
such security is "being considered" by anyone with discretionary
authority over trading of behalf of a Fund and (d) I am not in
possession of material non-public information with respect to the
security described above nor am I making the transaction
described above on the basis of material non-public information.
I further confirm that the above conditions have existed during
this entire business day. Finally, I confirm that I have no
access to or knowledge of current recommendations or investment
decisions relating to this security that may be being made or
considered for a Fund by an investment adviser not subject to
this Employee Securities Transactions PolicyCode of Ethics.
Dated: Signed:
Approved: Dated:
Compliance Officer
* If other than market order, described proposed limits.
DOCSC\1006148.2
