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EMPLOYEE INVESTMENT TRANSACTION POLICY
FOR
BLACKROCK INVESTMENT ADVISER COMPANIES
Effective March 1, 2000
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EMPLOYEE INVESTMENT TRANSACTION POLICY
TABLE OF CONTENTS
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TABLE OF CONTENTS.............................................................................i
I. PREAMBLE.............................................................................1
A. General Principles..........................................................1
B. The General Scope Of The Policy's Application To Personal Investment
Transactions............... ................................................3
C. The Organization Of This Policy.............................................3
D. Questions...................................................................4
II. PERSONAL INVESTMENT TRANSACTIONS.....................................................4
A. In General..................................................................4
B. Reporting Obligations.......................................................4
1. Use Of Broker-Dealers And Futures Commission Merchants.............4
2. Initial Report.....................................................4
3. New Accounts.......................................................5
4. Timely Reporting Of Investment Transactions........................6
5. Related Accounts...................................................6
6. Exemptions From Reporting..........................................6
C. Prohibited Or Restricted Investment Transactions............................7
1. Initial Public Offerings...........................................7
2. Private Placements.................................................7
D. Investment Transactions Requiring Prior Notification........................7
1. Prior Notification Procedure.......................................8
2. Exemptions From Prior Notification.................................8
(a) Transactions Exempt From Prior Notification...............9
(b) Securities Exempt From Prior Notification.................9
(c) Futures Contracts Exempt From Prior Notification..........9
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E. Ban On Short-Term Trading Profits..........................................10
F. Blackout Periods...........................................................10
1. Specific Blackout Periods.........................................10
2. Exemptions From Blackout Restrictions.............................11
III. INSIDE INFORMATION AND SERVICE AS A DIRECTOR......................................11
A. Inside Information.....................................................11
B. Service As A Director..................................................12
IV. EXEMPTIONS..........................................................................12
V. COMPLIANCE..........................................................................13
A. Certifications.............................................................13
1. Upon Receipt Of This Policy.......................................13
2. Annual Certificate Of Compliance..................................13
B. Supervisory Procedures.....................................................14
1. The Compliance Committee..........................................14
2. The Compliance Officer............................................14
3. Post-Trade Monitoring And Investigations..........................14
4. Remedial Actions..................................................15
5. Reports Of Violations Requiring Significant Remedial Action.......15
6. Annual Reports....................................................15
VI. EFFECTIVE DATE......................................................................16
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APPENDICES
I........Definitions Of Capitalized Terms
II.......Acknowledgment Of Receipt Of The Policy
III......Annual Certification Of Compliance With The Policy
IV.......Initial Report Of Accounts
V........Request For Duplicate Broker Reports
VI.......Investment Transaction Prior Notification Form
VII......Fully Discretionary Account Form
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EMPLOYEE INVESTMENT TRANSACTION POLICY
FOR BLACKROCK, INVESTMENT ADVISER COMPANIES
I. PREAMBLE
A GENERAL PRINCIPLES
This Employee Investment Transaction Policy (the "Policy") is based on
the principle that you, as an officer, director or other Advisory Employee of an
Advisor affiliated with BlackRock, Inc. ("BlackRock"), owe a fiduciary duty of
undivided loyalty to the registered investment companies, institutional
investment clients, personal trusts and estates, guardianships, employee benefit
trusts, and other Advisory Clients which that Advisor serves.(1) Accordingly,
you must avoid transactions, activities, and relationships that might interfere
or appear to interfere with making decisions in the best interests of those
Advisory Clients.
At all times, you must observe the following GENERAL PRINCIPLES:
1. YOU MUST PLACE THE INTERESTS OF ADVISORY CLIENTS FIRST. As a
fiduciary you must scrupulously avoid serving your own
personal interests ahead of the interests of Advisory Clients.
You must adhere to this general fiduciary principle as well as
comply with the Policy's specific provisions. Technical
compliance with the
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(1) This Policy uses a number of CAPITALIZED TERMS, E.G., Advisor, Advisory
Client, Advisory Employee, Beneficial Ownership, Exempt Security, Fixed Income
Security, Fully Discretionary Account, Futures Contract, Immediate Family,
Investment Transaction, Personal Account, Portfolio Employee, Portfolio Manager,
Related Account, and Security. The first time a capitalized term is used, a
definition is stated in the text or in a footnote. The full definitions of these
capitalized terms are set forth in Appendix I. TO UNDERSTAND YOUR
RESPONSIBILITIES UNDER THE POLICY, IT IS IMPORTANT THAT YOU REVIEW AND
UNDERSTAND ALL OF THE DEFINITIONS OF CAPITALIZED TERMS IN APPENDIX I. As
indicated in Appendix I:
The term "ADVISOR" means any entity affiliated with BlackRock, whether
now in existence or formed after the date hereof, that is registered as
(i) an investment advisor under the Investment Advisers Act of 1940, as
amended, or (ii) a broker-dealer under the Securities Exchange Act of
1934, as amended, other than any such investment advisor or
broker-dealer that has adopted its own employee investment transaction
policy.
The term "ADVISORY CLIENT" means a registered investment company, an
institutional investment client, a personal trust or estate, a
guardianship, an employee benefit trust, or another client with which
the Advisor by which you are employed or with which you are associated
has an investment management, advisory or sub-advisory contract or
relationship.
The term "ADVISORY EMPLOYEE" means an officer, director, or employee of
an Advisor, or any other person identified as a "control person" on the
Form ADV or the Form BD filed by the Advisor with the U.S. Securities
and Exchange Commission, (1) who, in connection with his or her regular
functions or duties, generates, participates in, or obtains information
regarding that Advisor's purchase or sale of a Security by or on behalf
of an Advisory Client; (2) whose regular functions or duties relate to
the making of any recommendations with respect to such purchases or
sales; (3) who obtains information or exercises influence concerning
investment recommendations made to an Advisory Client of that Advisor;
or (4) who has line oversight or management responsibilities over
employees described in (1), (2) or (3), above.
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Policy will not automatically insulate from scrutiny any
Investment Transaction(2) that indicates an abuse of your
fiduciary duties or that creates an appearance of such abuse.
Your fiduciary obligation applies not only to your personal
Investment Transactions but also to actions taken on behalf of
Advisory Clients. In particular, you may not cause an Advisory
Client to take action, or not to take action, for your
personal benefit rather than for the benefit of the Advisory
Client. For example, you would violate this Policy if you
caused an Advisory Client to purchase a Security you owned for
the purpose of increasing the value of that Security. If you
are a Portfolio Employee,(3) you would also violate this
Policy if you made a personal investment in a Security that
might be an appropriate
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(2) For purposes of this Policy, the term "INVESTMENT TRANSACTION" means any
transaction in a Security or Futures Contract in which you have, or by reason of
the transaction will acquire, a Beneficial Ownership interest.
As a GENERAL MATTER, the term "SECURITY" means any stock, note, bond,
debenture or other evidence of indebtedness (including any loan participation or
assignment), limited partnership interest or investment contract OTHER THAN AN
EXEMPT SECURITY (as defined above). The term "Security" includes an OPTION on a
Security, an index of Securities, a currency or a basket of currencies,
including such an option traded on the Chicago Board of Options Exchange or on
the New York, American, Pacific or Philadelphia Stock Exchanges as well as such
an option traded in the over-the-counter market. The term "Security" does NOT
include a physical commodity or a Futures Contract.
The term "FUTURES CONTRACT" includes (a) a futures contract and an
option on a futures contract traded on a U.S. or foreign board of trade, such as
the Chicago Board of Trade, the Chicago Mercantile Exchange, the New York
Mercantile Exchange, or the London International Financial Futures Exchange (a
"Publicly-Traded Futures Contract"), as well as (b) a forward contract, a
"swap", a "cap", a "collar", a "floor" and an over-the-counter option (other
than an option on a foreign currency, an option on a basket of currencies, an
option on a Security or an option on an index of Securities) (a
"Privately-Traded Futures Contract").
As a GENERAL MATTER, you are considered to have a "BENEFICIAL
OWNERSHIP" interest in a Security or Futures Contract if you have the
opportunity, directly or indirectly, to profit or share in any profit derived
from a transaction in that Security or Futures Contract. YOU ARE PRESUMED TO
HAVE A BENEFICIAL OWNERSHIP INTEREST IN ANY SECURITY OR FUTURES CONTRACT HELD,
INDIVIDUALLY OR JOINTLY, BY YOU AND/OR BY A MEMBER OF YOUR IMMEDIATE FAMILY (AS
DEFINED BELOW). In addition, unless specifically excepted by the Compliance
Officer based on a showing that your interest or control is sufficiently
attenuated to avoid the possibility of a conflict, you will be considered to
have a Beneficial Ownership interest in a Security held by: (1) a JOINT ACCOUNT
to which you are a party, (2) a PARTNERSHIP in which you are a general partner,
(3) a LIMITED LIABILITY COMPANY in which you are a manager-member, (4) a TRUST
in which you or a member of your Immediate Family has an interest or (5) an
INVESTMENT CLUB in which you are a member.
See Appendix I for more complete definitions of the terms "Beneficial
Ownership," "Futures Contract," and "Security."
(3) The term "PORTFOLIO EMPLOYEE" means a Portfolio Manager or an Advisory
Employee who provides information or advice to a Portfolio Manager, who helps
execute a Portfolio Manager's decisions, or who directly supervises a Portfolio
Manager. The term "PORTFOLIO MANAGER" means any employee of an Advisor who has
the authority, whether sole or shared or only from time to time, to make
investment decisions or to direct trades affecting an Advisory Client.
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investment for an Advisory Client without first considering
the Security as an investment for the Advisory Client.
2. YOU MUST CONDUCT ALL OF YOUR PERSONAL INVESTMENT TRANSACTIONS
IN FULL COMPLIANCE WITH THIS POLICY, THE BLACKROCK, INC.
INSIDER TRADING POLICY, THE PNC CODE OF ETHICS, AND THE OTHER
POLICIES OF PNC BANK CORP. ("PNC") AND BLACKROCK (including
the policies that prohibit insider trading or that restrict
trading in PNC Securities). BlackRock encourages you and your
family to develop personal investment programs. However, those
investment programs must remain within boundaries reasonably
necessary to insure that appropriate safeguards exist to
protect the interests of our Advisory Clients and to avoid
even the APPEARANCE of unfairness or impropriety. Doubtful
situations should be resolved in favor of our Advisory Clients
and against your personal Investment Transactions.
3. YOU MUST NOT TAKE INAPPROPRIATE ADVANTAGE OF YOUR POSITION.
The receipt of investment opportunities, perquisites, gifts or
gratuities from persons seeking to do business, directly or
indirectly, with BlackRock, an affiliate, or an Advisory
Client could call into question the independence of your
business judgment. Doubtful situations should be resolved
against your personal interests.
B. THE GENERAL SCOPE OF THE POLICY'S APPLICATION TO PERSONAL
INVESTMENT TRANSACTIONS
Rule 17j-1 under the Investment Company Act of 1940, as amended,
requires REPORTING of all personal Investment Transactions in Securities (other
than certain "Exempt Securities") by Advisory Employees, whether or not they are
Securities that might be purchased or sold by or on behalf of an Advisory
Client. This Policy implements that reporting requirement.
However, since a primary purpose of the Policy is to avoid conflicts of
interest arising from personal Investment Transactions in Securities and other
instruments that are held or might be acquired on behalf of Advisory Clients,
this Policy only places RESTRICTIONS on personal Investment Transactions in such
investments. This Policy also requires reporting and restricts personal
Investment Transactions in certain Futures Contracts which, although they are
not Securities, are instruments that Advisors buy and sell for Advisory Clients.
Although this Policy applies to all officers, directors and other
Advisory Employees of BlackRock, the Policy recognizes that Portfolio Managers,
and the other Portfolio Employees who provide them with advice and who execute
their decisions, occupy more sensitive positions than other Advisory Employees,
and that it is appropriate to subject their personal Investment Transactions to
greater restrictions.
C. THE ORGANIZATION OF THIS POLICY
The remainder of this Policy is divided into four main topics. Section
II concerns PERSONAL INVESTMENT TRANSACTIONS. Section III describes restrictions
that apply to Advisory Employees who receive INSIDE INFORMATION or seek to serve
on a BOARD OF DIRECTORS OR SIMILAR GOVERNING BODY. Section IV outlines the
procedure for seeking case-by-case EXEMPTIONS from the Policy's requirements.
Section V summarizes the methods for ensuring COMPLIANCE under this Policy. In
addition, the following APPENDICES are also a part of this Policy:
I. Definitions Of Capitalized Terms
II. Acknowledgment Of Receipt Of The Policy
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III. Annual Certification Of Compliance With The Policy
IV. Initial Report Of Accounts
V. Request For Duplicate Broker Reports
VI. Investment Transaction Prior Notification Form
VII. Fully Discretionary Account Form
D. QUESTIONS
Questions regarding this Policy should be addressed to the Compliance
Officer. If you have any question regarding the interpretation of this Policy or
its application to a potential Investment Transaction, you should consult the
Compliance Officer BEFORE you execute that transaction.
II. PERSONAL INVESTMENT TRANSACTIONS
A. IN GENERAL
Subject to the limited exceptions described below, you are required to
REPORT all Investment Transactions in Securities and Futures Contracts made by
you, a member of your Immediate Family, a trust or an investment club in which
you have an interest, or on behalf of any account in which you have an interest
or which you direct.(4) In addition, you must provide PRIOR NOTIFICATION of
certain Investment Transactions in Securities and Futures Contracts that an
Advisor holds or may acquire on behalf of an Advisory Client. (The exercise of
an option is an Investment Transaction for purposes of these requirements.) The
details of these reporting and prior notification requirements are described
below.
B. REPORTING OBLIGATIONS
1. USE OF BROKER-DEALERS AND FUTURES COMMISSION MERCHANTS
YOU MUST USE A REGISTERED BROKER-DEALER OR FUTURES COMMISSION MERCHANT
to engage in any purchase or sale of a publicly traded Security or Futures
Contract. This requirement also applies to any purchase or sale of a Security or
Futures Contract in which you have, or by reason of the Investment Transaction
will acquire, a Beneficial Ownership interest. Thus, as a general matter, any
Securities or Futures Contract transactions by members of your Immediate Family
will need to be made through a registered broker-dealer or futures commission
merchant.
2. INITIAL REPORT
Within 10 days of commencing employment or within 10 days of any event
that causes you to become subject to this Policy, you must supply to the
Compliance Officer copies of the most recent statements for each and every
Personal Account and Related Account that holds or is
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(4) The term "IMMEDIATE FAMILY" means any of the following persons who RESIDE IN
YOUR HOUSEHOLD OR WHO DEPEND ON YOU FOR BASIC LIVING SUPPORT: your spouse, any
child, stepchild, grandchild, parent, stepparent, grandparent, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including any adoptive relationships.
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likely to hold a Security or Futures Contract in which you have a Beneficial
Ownership interest, as well as copies of confirmations for any and all
transactions subsequent to the effective dates of those statements.(5) These
documents should be supplied to the Compliance Officer by attaching them to the
form attached hereto as Appendix IV.
On that same form you should supply the name of any registered
broker-dealer and/or futures commission merchant and the number for any Personal
Account and Related Account that holds or is likely to hold a Security or
Futures Contract in which you have a Beneficial Ownership interest for which you
CANNOT supply the most recent account statement. You must also certify, where
indicated on the form, that the contents of the form and the documents attached
thereto disclose all such Personal Accounts and Related Accounts.
In addition, you must also supply, where indicated on the form, the
following information for each Security or Futures Contract in which you have a
Beneficial Ownership interest, to the extent that this information is not
available from the statements attached to the form:
1. A description of the Security or Futures Contract,
including its name or title;
2. The quantity (E.G., in terms of numbers of shares, units or
contracts) and value (in dollars) of the Security or
Futures Contract; and
3. The custodian of the Security or Futures Contract.
3. NEW ACCOUNTS
Upon the opening of a new Personal Account or a Related Account that
holds or is likely to hold a Security or a Futures Contract in which you have a
Beneficial Ownership interest, you
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(5) The term "PERSONAL ACCOUNT" means the following accounts that hold or
are likely to hold a Security or Futures Contract in which you have a
Beneficial Ownership interest:
- any account in your individual name;
- any joint or tenant-in-common account in which you have an
interest or are a participant;
- any account for which you act as trustee, executor, or
custodian; and
- any account over which you have investment discretion or have
the power (whether or not exercised) to direct the acquisition
or disposition of Securities or Futures Contracts (other than
an Advisory Client's account that you manage or over which you
have investment discretion), including the accounts of any
individual or entity that is managed or controlled directly or
indirectly by or through you, such as the account of an
investment club to which you belong. There is a presumption
that you can control accounts held by members of your
Immediate Family sharing the same household. This presumption
may be rebutted only by convincing evidence.
The term "RELATED ACCOUNT" means any account, other than a Personal
Account, that holds a Security or Futures Contract in which you have a direct or
indirect Beneficial Ownership interest (other than an account over which you
have no investment discretion and cannot otherwise exercise control) and any
account (other than an Advisory Client's account) of any individual or entity to
whom you give advice or make recommendations with regard to the acquisition or
disposition of Securities or Futures Contracts (whether or not such advice is
acted upon).
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must give written notice to the Compliance Officer of the name of the registered
broker-dealer or futures commission merchant for that account, the identifying
number for that Personal Account or Related Account and the date that the
account was established.
4. TIMELY REPORTING OF INVESTMENT TRANSACTIONS
You must cause each broker-dealer or futures commission merchant that
maintains a Personal Account or a Related Account that holds a Security or a
Futures Contract in which you have a Beneficial Ownership interest to provide to
the Compliance Officer, on a timely basis, duplicate copies of confirmations of
all transactions in that account and of periodic statements for that account
("Duplicate Broker Reports"). A form for that purpose is attached hereto as
Appendix V.
In addition, you must report to the Compliance Officer, on a timely basis, any
transaction in a Security or Futures Contract in which you have or acquired a
Beneficial Ownership interest that was made without the use of a registered
broker-dealer or futures commission merchant.
5. RELATED ACCOUNTS
The reporting obligations described above also apply to any Related
Account (as defined in Appendix I) and to any Investment Transaction in a
Related Account.
It is important that you recognize that the definitions of "Personal
Account," "Related Account" and "Beneficial Ownership" in Appendix I probably
will require you to provide, or to arrange for the broker-dealer or futures
commission merchant to furnish, copies of reports for any account used by or for
a member of your Immediate Family or a trust in which you or a member of your
Immediate Family has an interest, as well as for any other accounts in which you
may have the opportunity, directly or indirectly, to profit or share in the
profit derived from any Investment Transaction in that account, including the
account of any investment club to which you belong.
6. EXEMPTIONS FROM REPORTING
You need not report Investment Transactions in any account, including a
Fully Discretionary Account,(6) over which neither you nor an Immediate Family
Member has or had any direct or indirect influence or control. For example,
Investment Transactions in the account of your spouse in an employee benefit
plan would not have to be reported if neither you nor your spouse has any
influence or control over those Investment Transactions.
You also need not report Investment Transactions in Exempt Securities
nor need you furnish, or require a broker-dealer or futures commission merchant
to furnish, copies of
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(6) The term "FULLY DISCRETIONARY ACCOUNT" means a Personal Account or Related
Account managed or held by a broker-dealer, futures commission merchant,
investment advisor or trustee as to which neither you nor an Immediate Family
Member: (a) exercises any investment discretion; (b) suggests or receives notice
of transactions prior to their execution; and (c) you do not otherwise has any
direct or indirect influence or control. In addition, to qualify as a Fully
Discretionary Account, the individual broker, registered representative or
merchant responsible for that account must not be responsible for nor receive
advance notice of any purchase or sale of a Security or Futures Contract on
behalf of an Advisory Client. To qualify an account as a Fully Discretionary
Account, the Compliance Officer must receive and approve a written notice, in
the form attached hereto as Appendix VIII, that the account meets the foregoing
qualifications as a Fully Discretionary Account.
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confirmations or periodic statements for accounts that hold ONLY Exempt
Securities.(7) This includes accounts that only hold U.S. Government securities,
money market interests, or shares in registered open-end investment companies
(I.E., mutual funds). This exemption from reporting will end immediately,
however, at such time as there is an Investment Transaction in that account in a
Security that is not an Exempt Security.
C. PROHIBITED OR RESTRICTED INVESTMENT TRANSACTIONS
1. INITIAL PUBLIC OFFERINGS
As an Advisory Employee, you may not acquire Beneficial Ownership of
any Security in an initial public offering, except that, with the approval of
the Compliance Committee and the General Counsel of BlackRock, you may acquire
Beneficial Ownership of a Security in an initial public offering directed or
sponsored by BlackRock. For purposes of this Policy, an initial public offering
shall not include the purchase of a Security in an initial public offering by
(i) a savings bank to its depositors, (ii) a mutual insurance company to its
policyholders, (iii) an issuer of debt securities (other than debt securities
convertible into common or preferred stock) or (iv) with respect to an Advisory
Employee employed by BlackRock International, Ltd. a building society to its
depositors.
2. PRIVATE PLACEMENTS
If you are a Portfolio Employee, you may not acquire Beneficial
Ownership of any Security in a private placement, or subsequently sell that
interest, unless you have received the prior written approval of the Compliance
Officer and of any supervisor designated by the Compliance Officer. Approval
will not be given unless a determination is made that the investment opportunity
should not be reserved for one or more Advisory Clients, and that the
opportunity to invest has not been offered to you by virtue of your position
with an Advisor.
If you have acquired Beneficial Ownership of Securities in a private
placement, you must DISCLOSE that investment to your supervisor when you play a
part in any consideration of any investment by an Advisory Client in the issuer
of the Securities, and any decision to make such an investment must be
INDEPENDENTLY REVIEWED by a Portfolio Manager who does not have a Beneficial
Ownership interest in any Securities of the issuer.
D. INVESTMENT TRANSACTIONS REQUIRING PRIOR NOTIFICATION
You must give prior notification to the Compliance Officer of ANY
Investment Transaction in Securities or Futures Contracts in a Personal Account
or Related Account, or in
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(7) The term "EXEMPT SECURITY" means any Security (as defined in Appendix I) not
included within the definition of Security in SEC Rule 17j-1(e)(5) under the
Investment Company Act of 1940, as amended, including:
1. A direct obligation of the Government of the United States;
2. Shares of registered open-end investment companies (I.E., mutual
funds); and
3. HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, including, but not limited
to, bankers' acceptances, bank certificates of deposit, commercial
paper and repurchase agreements.
See Appendix I for a more complete definition of "Exempt Security."
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which you otherwise have or will acquire a Beneficial Ownership interest, UNLESS
that Investment Transaction, Security or Futures Contract falls into one of the
following categories that are identified as "exempt from prior notification."
The purpose of prior notification is to permit the Compliance Officer and the
Compliance Committee to take reasonable steps to investigate whether that
Investment Transaction is in accordance with this Policy. Satisfaction of the
prior notification requirement does not, however, constitute approval or
authorization of any Investment Transaction for which you have given prior
notification. As a result, the primary responsibility for compliance with this
Policy rests with you.
1. PRIOR NOTIFICATION PROCEDURE
Prior notification must be given by completing and submitting to the
Compliance Officer a copy of the prior notification form attached hereto as
Appendix VII. No Investment Transaction requiring prior notification may be
executed prior to notice by the Compliance Officer that the prior notification
process has been completed. The time and date of that notice will be reflected
on the prior notification form. Unless otherwise specified, an Investment
Transaction requiring prior notification must be placed and executed by the end
of trading in New York City or, in the case of Advisory Employees employed by
BlackRock International, Ltd., by the end of trading in the United Kingdom on
the day of notice from the Compliance Officer that the prior notification
process has been completed. If a proposed Investment Transaction is not executed
(with the exception of a limit order) within the time specified, you must repeat
the prior notification process before executing the transaction. A notice from a
Compliance Officer that the prior notification process has been completed is no
longer effective if you discover, prior to executing your Investment
Transaction, that the information on your prior notification form is no longer
accurate, or if the Compliance Officer revokes his or her notice for any other
reason.
The Compliance Officer may undertake such investigation as he or she
considers necessary to investigate whether an Investment Transaction for which
prior notification has been sought complies with the terms of this Policy and is
consistent with the general principles described at the beginning of this
Policy.
As part of that investigation, the Compliance Officer or a designee of
the Compliance Officer will determine whether there is a pending BUY or SELL
order in the same equity Security or Futures Contract, or a Related Security, on
behalf of an Advisory Client.(8) If such an order exists, the Compliance Officer
will not provide notice that the prior notification process has been completed
UNTIL the Advisory Client's order is executed or withdrawn.
2. EXEMPTIONS FROM PRIOR NOTIFICATION
Prior notification will not be required for the following Investment
Transactions, Securities and Futures Contracts. They are exempt only from the
Policy's prior notification requirement, and, unless otherwise indicated, remain
subject to the Policy's other requirements, including its reporting
requirements.
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(8) The term "RELATED SECURITY" means, as to any Security, any instrument
related in value to that Security, including, but not limited to, any option or
warrant to purchase or sell that Security, and any Security convertible into or
exchangeable for that Security.
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(a) TRANSACTIONS EXEMPT FROM PRIOR NOTIFICATION
Prior notification is not required for any of the following Investment
Transactions:
1. Any Investment Transaction in a Fully Discretionary Account that
has been approved as such by the Compliance Officer.
2. Purchases of Securities under dividend reinvestment plans.
3. Purchases of Securities by an exercise of rights issued to the
holders of a class of Securities PRO RATA, to the extent those
rights are issued with respect to Securities of which you have
Beneficial Ownership.
4. Acquisitions or dispositions of Securities as the result of a stock
dividend, stock split, reverse stock split, merger, consolidation,
spin-off or other similar corporate distribution or reorganization
applicable to all holders of a class of Securities of which you
have Beneficial Ownership.
5. Purchases of common stock of PNC Bank Corp. under the Employee
Stock Purchase Plan.
6. With respect to Advisory Employees who are employed by BlackRock
International, Inc., automatic investments by direct debit into a
personal equity plan (PEP), or similar type of plan in Exempt
Securities if the pre-notification process was completed for the
first such investment.
7. Investment Transactions made by a person who serves on the Board of
Directors of an Advisor and is not involved with the Advisory
operations of such Advisor nor engages in the type of activities
described under (1) (2) or (3) under the term Advisory Employee as
defined in Appendix I.
(b) SECURITIES EXEMPT FROM PRIOR NOTIFICATION
Prior notification is not required for an Investment Transaction in an
Exempt Security, as defined in Appendix I, E.G., U.S. Government securities,
shares in registered open-end investment companies (I.E., mutual funds) and
"high quality short-term debt instruments" (as defined in Appendix I).
(c) FUTURES CONTRACTS EXEMPT FROM PRIOR NOTIFICATION
Prior notification is not required for an Investment Transaction in the
following Futures Contracts:
1. Currency futures.
2. U.S. Treasury futures.
3. Eurodollar futures.
4. Physical commodity futures (E.G., contracts for future delivery of
grain, livestock, fiber or metals).
5. Futures contracts to acquire Fixed Income Securities issued by a
U.S. Government agency, a foreign government, or an international
or supranational agency.
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6. Futures contracts on the Standard and Poor's 500 (S&P 500) or the
Dow Jones Industrial Average or NASDAQ 100 stock indexes.
7. For Advisory Employees who are employed by BlackRock International,
Ltd., futures contracts on the Financial Times Stock Exchange 100
(FTSE) Index.
E. BAN ON SHORT-TERM TRADING PROFITS
You may not profit from the purchase and sale, or the sale and
purchase, within 60 calendar days, of the same Securities and/or Related
Security. Any such short-term trade must be reversed or unwound, or if that is
not practical, the profits must be disgorged and distributed in a manner
determined by the Compliance Committee.
This short-term trading ban does NOT apply to Investment Transactions
in Exempt Securities (as defined in Appendix I) or in Futures Contracts. This
ban also does NOT apply to a purchase or sale in connection with a Transaction
Exempt From Prior Notification (as described above in Section II.D.2.(a)), a
transaction in a Fully Discretionary Account or a transaction exempt from the
"blackout" periods pursuant to Section II.F.2 below.
You are considered to profit from a short-term trade if Securities of
which you have Beneficial Ownership (including Securities held by Immediate
Family members) are sold for more than their purchase price, even though the
Securities purchased and the Securities sold are held of record or beneficially
by different persons or entities.
F. BLACKOUT PERIODS
Your ability to engage in certain Investment Transactions may be
prohibited or restricted during the "blackout" periods described below:
1. SPECIFIC BLACKOUT PERIODS
a. You may not purchase or sell a Security, a
Related Security, or Futures Contract at a
time when you intend or know of another's
intention to purchase or sell that same
Security, a Related Security, or Futures
Contract, on behalf of an Advisory Client of
ANY Advisor (the "Specific Knowledge
Blackout Period").
b. In addition, if you are a PORTFOLIO
EMPLOYEE, you may not purchase or sell a
Security, a Related Security or a Futures
Contract which you are actively considering
or which you have actively considered and
rejected for purchase or sale for an
Advisory Client within the previous 15
CALENDAR DAYS (the "15-Day Blackout Period")
unless the Compliance Officer, after
consultation with your supervisor, has
approved your Investment Transaction.(9)
-------------------------
(9) SEC Rule 17j-1 places restrictions on the purchase or sale of any "security
held or to be acquired" by a registered investment company. Rule 17j-1(e)(6)
defines a "security held or to be acquired" by a registered investment company
as including any security which, within the most recent 15 days, "is being or
has been considered by such company or its investment adviser for purchase by
such company."
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c. Finally, if you are a PORTFOLIO MANAGER, you
may not purchase or sell a Security, a
Related Security, or Futures Contract within
7 CALENDAR DAYS before or after a
transaction in that Security, a Related
Security, or Futures Contract, by an
Advisory Client for which you are
responsible (the "7-Day Blackout Period").
For Portfolio Employees or Portfolio Managers, the Compliance Officer
will not give such notice until any applicable 15-Day Blackout Period or 7-Day
Blackout Period has expired or any required approvals or exemptions have been
obtained. An Investment Transaction that violates one of these Blackout
restrictions must be reversed or unwound, or if that is not practical, the
profits must be disgorged and distributed in a manner determined by the
Compliance Committee.
2. EXEMPTIONS FROM BLACKOUT RESTRICTIONS
The foregoing blackout period restrictions do NOT apply to Investment
Transactions in:
a. Exempt Securities, as defined in Appendix I.
b. Securities of a company listed on the Standard & Poor's 100 (S & P
100) Index.
c. A Futures Contract Exempt From Prior Notification under this Policy
(as described above).
d. A Fully Discretionary Account.
e. With respect to Advisory Employees who are employed by BlackRock
International, Ltd., securities of a company listed on the
Financial Times Stock Exchange 100 (FTSE 100).
III. INSIDE INFORMATION AND SERVICE AS A DIRECTOR
A. INSIDE INFORMATION
As an employee of a subsidiary of PNC and BlackRock, Inc., you must
comply with the PNC Insider Trading Policy and the BlackRock, Inc. Insider
Trading Policy. A copy of the PNC Insider Trading Policy is included in Section
E of the PNC Code of Ethics. A copy of the BlackRock, Inc. Insider Trading
Policy was furnished to all employees at the time of its adoption and is
furnished to all new employees at the commencement of their employment. In
addition, as an Advisory Employee, you must notify the General Counsel of
BlackRock if you receive or expect to receive material non-public information
about an entity that issues securities. The General Counsel will determine the
restrictions, if any, that will apply to your communications and activities
while in possession of that information. In general, those restrictions will
include:
1. An undertaking not to trade, either on your own behalf or
on behalf of an Advisory Client, in the securities of the
entity about which you have material non-public
information.
2. An undertaking not to disclose material non-public
information to other Advisory Employees.
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3. An undertaking not to participate in discussions with or
decisions by other Advisory Employees relating to the
entity about which you have material non-public
information.
The General Counsel, in cooperation with the Compliance Officer, will maintain a
"restricted list" of entities about which Advisory Employees may have material
non-public information. This "restricted list" will be available to the
Compliance Officer when he or she conducts investigations or reviews related to
the Prior Notification Procedure described previously in Section II(D)(1) or the
Post-Trade Monitoring process described below in Section V(B)(3).
B. SERVICE AS A DIRECTOR
You may not serve on the board of directors or other governing board of
any entity unless you have received the prior written approval of the General
Counsel of PNC, to the extent such approval is required under the terms of the
PNC Code of Ethics, and the General Counsel of BlackRock. If permitted to serve
on a governing board, an Advisory Employee will be ISOLATED from those Advisory
Employees who make investment decisions regarding the securities of that entity,
through a "Chinese wall" or other procedures determined by the General Counsel
of BlackRock. In general, the "Chinese wall" or other procedures will include:
1. An undertaking not to trade or to cause a trade on behalf
of an Advisory Client in the securities of the entity on
whose board you serve.
2. An undertaking not to disclose material non-public
information about that entity to other Advisory Employees.
3. An undertaking not to participate in discussions with or
decisions by other Advisory Employees relating to the
entity on whose board you serve.
Any entity on whose board an Advisory Employee serves will be included on the
"restricted list" referenced in subsection A, above.
IV. EXEMPTIONS
The Compliance Committee, in its discretion, may grant case-by-case
exceptions to any of the foregoing requirements, restrictions or prohibitions,
except that the Compliance Committee may not exempt any Investment Transaction
in a Security (other than an Exempt Security) or a Futures Contract from the
Policy's reporting requirements. Exemptions from the Policy's prior notification
requirements and from the Policy's restrictions on acquisitions in initial
public offerings, short-term trading and trading during blackout periods will
require a determination by the Compliance Committee that the exempted
transaction does not involve a realistic possibility of violating the general
principles described at the beginning of this Policy. An application for a
case-by-case exemption, in accordance with this paragraph, should be made IN
WRITING to the Compliance Officer, who will promptly forward that written
request to the members of the Compliance Committee.
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V. COMPLIANCE
A. CERTIFICATIONS
1. UPON RECEIPT OF THIS POLICY
Upon commencement of your employment or the effective date of this
Policy, whichever occurs later, you will be required to acknowledge receipt of
your copy of this Policy by completing and returning to the Compliance Officer a
copy of the form attached hereto as Appendix II. By that acknowledgment, you
will also agree:
1. To read the Policy, to make a reasonable effort to
understand its provisions, and to ask the Compliance
Officer questions about those provisions you find
confusing or difficult to understand.
2. To comply with the Policy, including its general
principles, its reporting requirements, its prohibitions,
its prior notification requirements, its short-term
trading and blackout restrictions.
3. To advise the members of your Immediate Family about the
existence of the Policy, its applicability to their
personal Investment Transactions, and your responsibility
to assure that their personal Investment Transactions
comply with the Policy.
4. To cooperate fully with any investigation or inquiry by or
on behalf of the Compliance Officer or the Compliance
Committee to determine your compliance with the provisions
of the Policy.
In addition, your acknowledgment will recognize that any failure to comply with
the Policy and to honor the commitments made by your acknowledgment may result
in disciplinary action, including dismissal.
2. ANNUAL CERTIFICATE OF COMPLIANCE
You are required to certify on an annual basis, on a copy of the form
attached hereto as Appendix III, that you have complied with each provision of
your initial acknowledgment (see above). In particular, your annual
certification will require that you certify that you have read and that you
understand the Policy, that you recognize that you are subject to its
provisions, that you complied with the requirements of the Policy during the
year just ended, and that you have disclosed, reported, or caused to be reported
all Investment Transactions required to be disclosed or reported pursuant to the
requirements of the Policy and that you have disclosed, reported or caused to be
reported all Personal Accounts and Related Accounts that hold or are likely to
hold a Security or Futures Contract in which you have a Beneficial Ownership
interest. In addition, you will be required to confirm the accuracy of the
record of information on file with the Advisor with respect to such Personal
Accounts and Related Accounts.
B. SUPERVISORY PROCEDURES
1. THE COMPLIANCE COMMITTEE
The Policy will be implemented, monitored and reviewed by the
Compliance Committee. The initial members of the Compliance Committee will be
appointed by the management committee of BlackRock. The Compliance Committee, by
a simple majority of its members,
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may appoint new members of the Committee, may replace existing members of the
Committee, and may fill vacancies on the Committee. Among other
responsibilities, the Compliance Committee will consider requests for
case-by-case exemptions (described above) and will conduct investigations
(described below) of any actual or suspected violations of the Policy. The
Compliance Committee will determine what remedial actions, if any, should be
taken by an Advisor in response to a violation of the Policy. The Compliance
Committee will also provide reports (described below) regarding significant
violations of the Policy and the procedures to implement the Policy. The
Compliance Committee may recommend changes to those procedures or to the Policy
to the management of the Advisors. Finally, the Compliance Committee will
designate one person to act as Compliance Officer for all Advisors.
2. THE COMPLIANCE OFFICER
The Compliance Officer designated by the Compliance Committee will be
responsible for the day-to-day administration of the Policy for all Advisors,
subject to the direction and control of the Compliance Committee. Based on
information supplied by the management of each Advisor, the Compliance Officer
will forward a copy of the Policy to each Advisory Employee subject to the
Policy and will notify each such person of his or her designation as an Advisory
Employee, Portfolio Employee or Portfolio Manager. The Compliance Officer will
also be responsible for administration of the reporting and prior notification
functions described in the Policy, and will maintain the reports required by
those functions. In addition, the Compliance Officer will attempt to answer any
questions from an Advisory Employee regarding the interpretation or
administration of the Policy. When necessary or desirable, the Compliance
Officer will consult with the Compliance Committee about such questions. The
Compliance Officer may designate one or more Assistant Compliance Officers to
whom the Compliance Officer may delegate any of the duties described in this
paragraph or in the succeeding paragraph, and who shall be empowered to act on
the Compliance Officer's behalf when the Compliance Officer is absent or
unavailable.
3. POST-TRADE MONITORING AND INVESTIGATIONS
The Compliance Officer will review the Duplicate Broker Reports and
other information supplied for each Advisory Employee so that the Compliance
Officer can detect and prevent potential violations of the Policy. This
information may also be disclosed to the Advisor's auditors, attorneys and
regulators. If, based on his or her review of information supplied for an
Advisory Employee, or based on other information, the Compliance Officer
suspects that the Policy may have been violated, the Compliance Officer will
perform such investigations and make such inquiries as he or she considers
necessary. You should expect that, as a matter of course, the Compliance Officer
will make inquiries regarding any personal Investment Transaction in a Security
or Futures Contract that occurs on the same day as a transaction in the same
Security or Futures Contract on behalf of an Advisory Client. If the Compliance
Officer reaches a preliminary conclusion that an Advisory Employee may have
violated this Policy, the Compliance Officer will report that preliminary
conclusion in a timely manner to the Compliance Committee and will furnish to
the Committee all information that relates to the Compliance Officer's
preliminary conclusion. The Compliance Officer may also report his or her
preliminary conclusion and the information relating to that preliminary
conclusion to the Advisor's auditors, attorneys and regulators.
Promptly after receiving the Compliance Officer's report of a possible
violation of the Policy, the Compliance Committee, with the aid and assistance
of the Compliance Officer, will conduct an appropriate investigation to
determine whether the Policy has been violated and will determine what remedial
action should be taken by the Advisor in response to any such violation(s). For
purposes of these determinations, a majority of the Compliance Committee will
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constitute a quorum and action taken by a simple majority of that quorum will
constitute action by the Committee.
4. REMEDIAL ACTIONS
The remedial actions that may be recommended by the Compliance
Committee may include, but are not limited to, disgorgement of profits,
imposition of a fine, censure, demotion, suspension or dismissal. As part of any
sanction, E.G., for violation of the Policy's restrictions on short-term trading
or trading during blackout periods, you may be required to reverse or unwind a
transaction and to forfeit any profit or to absorb any loss from the
transaction. If an Investment Transaction may not be reversed or unwound, you
may be required to disgorge any profits associated with the transaction, which
profits will be distributed in a manner prescribed by the Compliance Committee
in the exercise of its discretion. Profits derived from Investment Transactions
in violation of this Policy may not be offset by any losses from Investment
Transactions in violation of this Policy. Finally, evidence suggesting
violations of criminal laws will be reported to the appropriate authorities, as
required by applicable law.
In determining what, if any, remedial action is appropriate in response
to a violation of the Policy, the Compliance Committee will consider, among
other factors, the gravity of your violation, the frequency of your violations,
whether any violation caused harm or the potential of harm to any Advisory
Client, whether you knew or should have known that your Investment Transaction
violated the Policy, whether you engaged in an Investment Transaction with a
view to making a profit on the anticipated market action of a transaction by an
Advisory Client, your efforts to cooperate with the Compliance Officer's
investigation, and your efforts to correct any conduct that led to a violation.
In rare instances, the Compliance Committee may find that, for equitable
reasons, no remedial action should be taken.
5. REPORTS OF VIOLATIONS REQUIRING SIGNIFICANT
REMEDIAL ACTION
In a timely manner, and not less frequently than annually, the
Compliance Committee will report to the management committee of BlackRock, and
to the directors or trustees of each investment company that is an Advisory
Client, any known Policy violation requiring significant remedial action (as
defined below) and the disposition of that violation. For this purpose, a
SIGNIFICANT REMEDIAL ACTION means any action that has a significant financial
effect on the violator. Evidence suggesting violations of criminal laws will be
reported to the appropriate authorities, as required by applicable law.
6. ANNUAL REPORTS
The Compliance Committee will furnish an annual report to the
management committee of BlackRock, and to the directors or trustees of each
investment company that is an Advisory Client, that, at a minimum, will:
1. Summarize existing procedures and restrictions concerning personal
investing by Advisory Employees and any changes in those
procedures and restrictions that were made during the previous
year;
2. Summarize any violations of the Policy that resulted in
significant remedial action during the previous year; and
3. Describe any changes in existing procedures or restrictions that
the Compliance Committee recommends based upon its experience
under the Policy, evolving industry practices, or developments in
applicable laws or regulations.
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VI. EFFECTIVE DATE
The provisions of this Policy will take effect on October 1, 1998.
Amendments to this Policy will take effect at the time such amendments are
promulgated and distributed to the Advisory Employees governed by this Policy.
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APPENDIX I
DEFINITIONS OF CAPITALIZED TERMS
The following definitions apply to the capitalized terms used in the
Policy:
ADVISOR
The term "Advisor" means any entity affiliated with BlackRock, whether
now in existence or formed after the date hereof, that is registered as (i) an
investment advisor under the Investment Advisers Act of 1940, as amended, or
(ii) a broker-dealer under the Securities Exchange Act of 1934, as amended,
other than any such investment advisor or broker-dealer that has adopted its own
employee investment transaction policy.
ADVISORY CLIENT
The term "Advisory Client" means a registered investment company, an
institutional investment client, a personal trust or estate, a guardianship, an
employee benefit trust, or another client with which the Advisor by which you
are employed or with which you are associated has an investment management,
advisory or sub-advisory contract or relationship.
ADVISORY EMPLOYEE
The term "Advisory Employee" means an officer, director, or employee of
an Advisor, or any other person identified as a "control person" on the Form ADV
or the Form BD filed by the Advisor with the U.S. Securities and Exchange
Commission, (1) who, in connection with his or her regular functions or duties,
generates, participates in, or obtains information regarding that Advisor's
purchase or sale of a Security by or on behalf of an Advisory Client; (2) whose
regular functions or duties relate to the making of any recommendations with
respect to such purchases or sales; or (3) who obtains information or exercises
influence concerning investment recommendations made to an Advisory Client of
that Advisor or who has line oversight or management responsibilities over
employees who obtain such information or who exercise such influence.
BENEFICIAL OWNERSHIP
As a GENERAL MATTER, you are considered to have a "Beneficial
Ownership" interest in a Security or Futures Contract if you have the
opportunity, directly or indirectly, to profit or share in any profit derived
from a transaction in that Security. YOU ARE PRESUMED TO HAVE A BENEFICIAL
OWNERSHIP INTEREST IN ANY SECURITY OR FUTURES CONTRACT HELD, INDIVIDUALLY OR
JOINTLY, BY YOU AND/OR BY A MEMBER OF YOUR IMMEDIATE FAMILY (AS DEFINED BELOW).
In addition, unless specifically excepted by the Compliance Officer based on a
showing that your interest or control is sufficiently attenuated to avoid the
possibility of a conflict, you will be considered to have a Beneficial Ownership
interest in a Security or Futures Contract held by: (1) a JOINT ACCOUNT to which
you are a party, (2) a PARTNERSHIP in which you are a general partner, (3) a
LIMITED LIABILITY COMPANY in which you are a manager-member, or (4) a TRUST in
which you or a member of your Immediate Family has a vested interest. Although
you may have a Beneficial Ownership interest in a Security or Futures Contract
held in a Fully Discretionary Account (as defined below), the application of
this Policy to such a Security or Futures Contract may be modified by the
special exemptions provided for Fully Discretionary Accounts.
As a TECHNICAL MATTER, the term "Beneficial Ownership" for purposes of
this Policy will be interpreted in the same manner as it would be under SEC Rule
16a-1(a)(2) in determining
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whether a person has beneficial ownership of a security for purposes of
Section 16 of the Securities Exchange Act of 1934 and the rules and regulations
thereunder.
BLACKROCK
The term "BlackRock" means BlackRock, Inc.
COMPLIANCE COMMITTEE
The term "Compliance Committee" means the committee of persons who have
responsibility for implementing, monitoring and reviewing the Policy, in
accordance with Section V(B)(1) of the Policy.
COMPLIANCE OFFICER
The term "Compliance Officer" means the person designated by the
Compliance Committee as responsible for the day-to-day administration of the
Policy in accordance with Section V(B)(2) of the Policy.
DUPLICATE BROKER REPORTS
The term "Duplicate Broker Reports" means duplicate copies of
confirmations of transactions in your Personal or Related Accounts and of
periodic statements for those accounts.
EXEMPT SECURITY
The term "Exempt Security" means any Security (as defined below) not
included within the definition of Security in SEC Rule 17j-1(e)(5) under the
Investment Company Act of 1940, as amended, including:
1. A direct obligation of the Government of the United States;
2. Shares of registered open-end investment companies; and
3. HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, including, but not
limited to, bankers' acceptances, bank certificates of deposit,
commercial paper and repurchase agreements. For these purposes, a
"HIGH QUALITY SHORT-TERM DEBT INSTRUMENT" means any instrument
having a maturity at issuance of less than 366 days and which is
rated in one of the highest two rating categories by a Nationally
Recognized Statistical Rating Organization, or which is unrated
but is of comparable quality.
4. For Advisory Employees employed by BlackRock International, Ltd.,
shares of authorized unit trusts, open-ended investment companies
(OEIC's) and direct obligations of the Government of the United
Kingdom.
FIXED INCOME SECURITIES
For purposes of this Policy, the term "Fixed Income Securities" means
fixed income Securities issued by agencies or instrumentalities of, or
unconditionally guaranteed by, the Government of the United States, corporate
debt Securities, mortgage-backed and other asset-backed Securities, fixed income
Securities issued by state or local governments or the political subdivisions
thereof, structured notes and loan participations, foreign government debt
Securities, and debt Securities of international agencies or supranational
agencies. For purposes
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of this Policy, the term "Fixed Income Securities" will not be interpreted to
include U.S. Government Securities or any other Exempt Security (as defined
above).
FULLY DISCRETIONARY ACCOUNT
The term "Fully Discretionary Account" means a Personal Account or
Related Account (as defined below) managed or held by a broker-dealer, futures
commission merchant, investment advisor or trustee as to which neither you nor
an Immediate Family Member (as defined below): (a) exercises any investment
discretion; (b) suggests or receives notice of transactions prior to their
execution; and (c) otherwise has any direct or indirect influence or control. In
addition, to qualify as a Fully Discretionary Account, the individual broker,
registered representative or merchant responsible for that account must not be
responsible for nor receive advance notice of any purchase or sale of a Security
or Futures Contract on behalf of an Advisory Client. To qualify an account as a
Fully Discretionary Account, the Compliance Officer must receive and approve a
written notice, in the form attached hereto as Appendix VIII, that the account
meets the foregoing qualifications as a Fully Discretionary Account.
FUTURES CONTRACT
The term "Futures Contract" includes (a) a futures contract and an
option on a futures contract traded on a U.S. or foreign board of trade, such as
the Chicago Board of Trade, the Chicago Mercantile Exchange, the New York
Mercantile Exchange, or the London International Financial Futures Exchange (a
"Publicly-Traded Futures Contract"), as well as (b) a forward contract, a
"swap", a "cap", a "collar", a "floor" and an over-the-counter option (other
than an option on a foreign currency, an option on a basket of currencies, an
option on a Security or an option on an index of Securities, which fall within
the definition of "Security") (a "Privately-Traded Futures Contract"). You
should consult with the Compliance Officer if you have any doubt about whether a
particular Investment Transaction you contemplate involves a Futures Contract.
For purposes of this definition, a Publicly-Traded Futures Contract is defined
by its expiration month, I.E., a Publicly-Traded Futures Contract on a U.S.
Treasury Bond that expires in June is treated as a separate Publicly-Traded
Futures Contract, when compared to a Publicly-Traded Futures Contract on a U.S.
Treasury Bond that expires in July.
IMMEDIATE FAMILY
The term "Immediate Family" means any of the following persons who
RESIDE IN YOUR HOUSEHOLD OR WHO DEPEND ON YOU FOR BASIC LIVING SUPPORT: your
spouse, any child, stepchild, grandchild, parent, stepparent, grandparent,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including any adoptive relationships.
INVESTMENT TRANSACTION
For purposes of this Policy, the term "Investment Transaction" means
any transaction in a Security or Futures Contract in which you have, or by
reason of the transaction will acquire, a Beneficial Ownership interest. The
exercise of an option to acquire a Security or Futures Contract is an Investment
Transaction in that Security or Futures Contract.
PERSONAL ACCOUNT
The term "Personal Account" means the following accounts that hold or
are likely to hold a Security or Futures Contract in which you have a Beneficial
Ownership interest:
- any account in your individual name;
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- any joint or tenant-in-common account in which you have an
interest or are a participant;
- any account for which you act as trustee, executor, or
custodian; and
- any account over which you have investment discretion or have
the power (whether or not exercised) to direct the acquisition
or disposition of Securities or Futures Contracts (other than
an Advisory Client's account that you manage or over which you
have investment discretion), including the accounts of any
individual or entity that is managed or controlled directly or
indirectly by or through you. There is a presumption that you
can control accounts held by members of your Immediate Family
sharing the same household. This presumption may be rebutted
only by convincing evidence.
POLICY
The term "Policy" means this Employee Investment Transaction Policy.
PORTFOLIO EMPLOYEE
The term "Portfolio Employee" means a Portfolio Manager or an Advisory
Employee who provides information or advice to a Portfolio Manager, who helps
execute a Portfolio Manager's decisions, or who directly supervises a Portfolio
Manager.
PORTFOLIO MANAGER
The term "Portfolio Manager" means any employee of an Advisor who has
the authority, whether sole or shared or only from time to time, to make
investment decisions or to direct trades affecting an Advisory Client.
RELATED ACCOUNT
The term "Related Account" means any account, other than a Personal
Account, that holds a Security or Futures Contract in which you have a direct or
indirect Beneficial Ownership interest (other than an account over which you
have no investment discretion and cannot otherwise exercise control) and any
account (other than an Advisory Client's account) of any individual or entity to
whom you give advice or make recommendations with regard to the acquisition or
disposition of Securities or Futures Contracts (whether or not such advice is
acted upon).
RELATED SECURITY
The term "Related Security" means, as to any Security, any instrument
related in value to that Security, including, but not limited to, any option or
warrant to purchase or sell that Security, and any Security convertible into or
exchangeable for that Security. For example, the purchase and exercise of an
option to acquire a Security is subject to the same restrictions that would
apply to the purchase of the Security itself.
SECURITY
As a GENERAL MATTER, the term "Security" means any stock, note, bond,
debenture or other evidence of indebtedness (including any loan participation or
assignment), limited partnership interest, or investment contract, OTHER THAN AN
EXEMPT SECURITY (as defined above). The term "Security" includes an OPTION on a
Security, an index of Securities, a currency or a basket of
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currencies, including such an option traded on the Chicago Board of Options
Exchange or on the New York, American, Pacific or Philadelphia Stock Exchanges
as well as such an option traded in the over-the-counter market. The term
"Security" does NOT include a physical commodity or a Futures Contract. The term
"Security" may include an interest in a limited liability company (LLC) or in a
private investment fund.
As a TECHNICAL MATTER, the term "Security" has the meaning set forth in
Section 2(a)(36) of the Investment Company Act of 1940, which defines a Security
to 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 (including a
certificate of deposit) or on any group or index of securities
(including any interest therein or 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, in general, any
interest or instrument commonly known as a "security", or any
certificate of 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, warrant or right to
subscribe to or purchase any of the foregoing,
EXCEPT THAT the term "Security" does not include any Security that is an Exempt
Security (as defined above), a Futures Contract (as defined above), or a
physical commodity (such as foreign exchange or a precious metal).
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