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ONE VALLEY BANK, N.A.
CODE OF ETHICS
While affirming its confidence in the integrity and good faith of all
of its employees, officers and directors, One Valley Bank, N.A. (the "Adviser"),
recognizes that the knowledge of present or future portfolio transactions and,
in certain instances, the power to influence portfolio transactions made by or
for The Arbor Fund (the "Fund") which may be possessed by certain of its
personnel could place such individuals, if they engage in personal transactions
in securities which are eligible for investment by the Fund, in a position where
their personal interest may conflict with that of the Fund.
In view of the foregoing and of the provisions of Rule 17j-1(b)(1)
under the Investment Company Act of 1940 (the "1940 Act"), the Adviser has
determined to adopt this Code of Ethics to specify and prohibit certain types of
transactions deemed to create conflicts of interest (or at least the potential
for or the appearance of such a conflict), and to establish reporting
requirements and enforcement procedures.
I. STATEMENT OF GENERAL PRINCIPLES
In recognition of the trust and confidence placed in the Adviser by the
Fund and its shareholders, and to give effect to the Adviser's belief that its
operations should be directed to the benefit of the Fund's shareholders, the
Adviser hereby adopts the following general principles to guide the actions of
its employees, officers and directors:
The interests of the Fund's shareholders are paramount, and all of the
Adviser's personnel must conduct themselves and their operations to give maximum
effect to this tenet by assiduously placing the interests of the shareholders
above their own.
All personal transactions in securities by the Adviser's personnel must
be accomplished so as to avoid even the appearance of a conflict of interest on
the part of such personnel with the interests of the Fund and its shareholders.
All of the Adviser's personnel must avoid actions or activities that
allow (or appear to allow) a person to profit or benefit from his or her
position with respect to the Fund, or that otherwise bring into question the
person's independence or judgment.
II. DEFINITIONS
1. "Access Person" shall mean each director, officer or employee of the
Adviser (or of any company in a control relationship to the Adviser) who, (a)
with respect to the Fund, makes any recommendation, participates in the
determination of which recommendation shall be made or whose principal function
or duties relate to the determination of which recommendation shall be made to
the Fund or (b) in connection with his or her regular functions or duties,
makes, participates in, or obtains information regarding the purchase or sale of
a security by the Fund, or
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whose functions relate to the making of any recommendations with respect to such
purchases or sales.
2. "Beneficial ownership" of a security is to be determined in the
same manner as it is for purposes of Section 16 of the Securities Exchange Act
of 1934 and Rule 16a-1(a)(2) thereunder. This means that a person should
generally consider himself the beneficial owner of any securities in which he
has a direct or indirect pecuniary interest. In addition, a person should
consider himself the beneficial owner of securities held by his spouse, his
minor children, a relative who shares his home, or other persons by reason of
any contract, arrangement, understanding or relationship that provides him with
sole or shared voting or investment power.
3. "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the 1940 Act. Section 2(a)(9) provides that "control" means the power
to exercise a controlling influence over the management or policies of a
company, unless such power is solely the result of an official position with
such company. Ownership of 25% or more of a company's outstanding voting
security is presumed to give the holder thereof control over the company. Such
presumption may be countered by the facts and circumstances of a given
situation.
4. "Investment personnel" means all Access Persons who occupy the
position of portfolio manager (or who serve on an investment committee that
carries out the portfolio management function) with respect to the Fund or any
separately-managed series thereof (a "Fund"), and all Access Persons who provide
or supply information and/or advice to any portfolio manager (or committee), or
who execute or help execute any portfolio manager's (or committee's) decisions.
5. "IPO" (I.E., initial public offering) means an offering of
securities registered under the Securities Act of 1933, the issuer of which,
immediately before registration, was not subject to the reporting requirements
of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
6. "Limited offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2), Section
4(6), Rule 504, Rule 505 or Rule 506 (E.G., private placements).
7. "Purchase or sale of a security" includes, among other things, the
writing of an option to purchase or sell a security.
8. "Security" shall have the same meaning as that set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include securities issued by
the Government of the United States or an agency thereof; bankers' acceptances,
bank certificates of deposit, commercial paper and high quality short-term debt
instruments, including repurchase agreements; and shares issued by registered,
open-end mutual funds.
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9. A "Security held or to be acquired" by the Fund (or any Fund) means
any Security which, within the most recent fifteen days, (i) is or has been held
by the Fund (or any Fund), or (ii) is being or has been considered by the
Adviser for purchase by the Fund (or any Fund); and (iii) any option to purchase
or sell, and any security convertible into or exchangeable for a security
defined in Paragraph 8, above.
10. A Security is "being purchased or sold" by the Fund from the time
when a purchase or sale program has been communicated to the person who places
the buy and sell orders for the Fund until the time when such program has been
fully completed or terminated.
III. GENERAL PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION
No Access Person shall, in connection with the purchase or sale,
directly or indirectly, by such person of a Security held or to be acquired by
any Fund:
- employ any device, scheme or artifice to defraud such Fund;
- make to such Fund any untrue statement of a material fact or omit
to state to such Fund a material fact necessary in order to make
the statements made, in light of the circumstances under which
they are made, not misleading;
- engage in any act, practice or course of business which would
operate as a fraud or deceit upon such Fund; or
- engage in any manipulative practice with respect to Fund.
IV. PROHIBITED PURCHASES AND SALES OF SECURITIES
1. Subject to Sections V(2) and V(3) of this Code, no Access Person
shall purchase or sell, directly or indirectly, any Security in which he had or
by reason of such transaction acquires any Beneficial Ownership, within 24 hours
(7 days, in the case of Investment Personnel) before or after the time that the
same (or a related) Security is being purchased or sold by any Fund.
2. No Investment Personnel may acquire Securities as part of an
initial public offering, or in a private placement offering, by the issuer.
3. Subject to Sections V(2) and V(3) of this Code, no Access Person
shall sell a Security within 60 days of acquiring beneficial ownership of that
Security or purchase of Security within 60 days of selling such security.
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V. PRE-CLEARANCE OF TRANSACTIONS
1. Except as provided in Section V(2), each Investment Personnel must
pre-clear each proposed transaction in Securities with the Adviser's designated
Review Officer prior to proceeding with the transaction. No transaction in
Securities may be effected without the prior written approval of the Review
Officer. In determining whether to grant such clearance, the Review Officer
shall refer to Section V(3), below.
2. The requirements of Section V(1) shall not apply to the following
transactions:
- Purchases or sales over which the Access Person has no direct or
indirect influence or control.
- Purchases or sales which are non-volitional on the part of
either the Access Person or any Fund, including purchases or
sales upon exercise of puts or calls written by the Access
Person and sales from a margin account pursuant to a BONA FIDE
margin call.
- Purchases which are part of an automatic dividend reinvestment
plan.
- Purchases effected upon the exercise of rights issued by an
issuer RATA to all holders of a class of its Securities, to the
extent such rights were acquired from such issuer.
3. The following transactions shall be entitled to clearance from the
Review Officer:
- Transactions which appear upon reasonable inquiry and
investigation to present no reasonable likelihood of harm to the
Fund and which are otherwise in accordance with Rule 17j-1. Such
transactions would normally include purchases or sales of up to
1,000 shares of a Security which is being considered for
purchase or sale by a Fund (but not then being purchased or
sold) if the issuer has a market capitalization of over $1
billion.
- Purchases or sales of securities which are not eligible for
purchase or sale by any Fund of the Fund, as determined by
reference to the Act and blue sky laws and regulations
thereunder, the investment objectives and policies and
investment restrictions of the Fund and its series, undertakings
made to regulatory authorities.
- Transactions which the officers of the Adviser, as a group and
after consideration of all the facts and circumstances,
determine to be in accordance with Section III and to present no
reasonable likelihood of harm to the Fund.
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VI. ADDITIONAL RESTRICTIONS AND REQUIREMENTS
1. No Access Person shall accept or receive any gift or other thing of
more than DE MINIMIS value from any person or entity that does business with or
on behalf of the Adviser or the Fund.
2. No Investment Personnel may accept a position as a director,
trustee or general partner of a publicly-traded company unless such position has
been presented to and approved by the Adviser and by Fund's Board of Trustees as
consistent with the interests of the Fund and its shareholders.
3. Each Access Person must direct each brokerage firm or bank at which
such person maintains a securities account to promptly send duplicate copies of
such person's statement to the Review Officer. Compliance with this provision
can be effected by the Access Person providing duplicate copies of all such
statements directly to the Review Officer within two business days of receipt by
the Access Person.
4. Each Access Person must provide to the Review Officer a complete
listing of all securities owned by such person as of January 1, 1995, and
thereafter must submit a revised list of such holdings to the Review Officer as
of January 1 of each subsequent year. The initial listing must be submitted no
later than January 1, 1995 (or within 10 days of the date upon which such person
first became an Access Person of the Fund), and each update thereafter must be
provided no later than 10 days after the start of the subsequent year.
VII. REPORTS
1. INITIAL HOLDINGS REPORT: Every newly hired Access Person must
provide to the Compliance Officer a complete listing of all Securities owned by
such person within ten (10) days of beginning their employment. An Initial
Holdings Report From is attached as Appendix I.
2. ANNUAL HOLDINGS REPORT: Each Access Person must submit to the
Compliance Officer a listing of all Securities beneficially owned by such
person, as well as all Securities accounts maintained by that person. Your list
must be current as of a date no more than thirty (30) days before you submit the
report and must be received within thirty (30) days of the end of the calendar
year. An Annual Holdings Report is attached at Appendix II.
3. QUARTERLY TRANSACTION REPORT:
a. Each Access Person shall report all transactions in Securities
in which the person has, or by reason of such transaction
acquires, any direct or indirect
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beneficial ownership. Reports shall be filed with the
Compliance Officer quarterly. Each Access Person must also
report any securities accounts established during the quarter.
If the Compliance Officer is not otherwise required to provide
such information under the terms of the code of ethics
described in Section IX hereof, the Compliance Officer shall
submit confidential quarterly reports with respect to his or
her own person Securities transactions and accounts established
to an officer designated by the President of the Fund to
receive his or her reports, who shall act in all respects in
the manner prescribed herein for the Compliance Officer. Such
reports need not shown transactions over which the Access
Person has no direct or indirect influence or control.
b. Every report shall be made NO LATER THAN ten days after the end
of the calendar quarter in which the transaction to which the
report relates was effected, and shall contain the following
information (a Quarterly Personal Transactions Report Form is
included as Appendix III):
(i) The date of the transaction, the title, the interest rate
and maturity (if applicable), the number of shares and
principal amount of each Security involved;
(ii) The nature of the transaction (I.E., purchase, sale or
any other type of acquisition or disposition);
(iii) The price of the Security at which the transaction was
effected;
(iv) The name of the broker, dealer or bank with or through
which the transaction was effected; and
(v) The date the report is submitted by the Access Person.
c. In the event no reportable transactions occurred during the
quarter, the report should be so noted and returned signed and
dated.
d. An Access Person who would otherwise be required to report his
or her transactions under this Code shall not be required to
file reports pursuant to this Section VII where such person is
required to file reports pursuant to a code of ethics described
in Section IX, hereof, or where such report would duplicate
information recorded by the Fund's investment adviser,
principal underwriter, or administrator pursuant to a code of
ethics described in Section IX, hereof.
6
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e. An Access Person need not submit a quarterly report if the
report would duplicate information in broker trade
confirmations or account statements received by the Fund,
provided that all required information is contained in the
broker trade confirmations or account statements and is
received by the Compliance Officer NO LATER THAN 10 days after
the end of the calendar quarter. Please see the Compliance
Officer for more information about this reporting mechanism.
f. Any such report may contain a statement that the report shall
not be construed as an admission by the person making such
report that he has any direct or indirect beneficial ownership
in the security to which the report relates.
VIII. REVIEW AND ENFORCEMENT
1. APPOINTMENT OF A COMPLIANCE OFFICER. A compliance officer
("Compliance Officer") will be appointed by the Fund's President to perform the
duties described herein.
2. THE COMPLIANCE OFFICER'S DUTIES AND RESPONSIBILITIES. The
Compliance Officer shall notify each person who becomes an Access Person of the
Fund and who is required under this Code of Ethics of their reporting
requirements no later than 10 days before the first quarter in which such person
is required to begin reporting.
3. The Compliance Officer shall create and thereafter maintain a list
of all Access Persons.
4. The Review Officer will, on a quarterly basis, compare all reported
personal securities transactions with completed portfolio transactions of the
Fund and a list of securities being considered for purchase or sale by the
Adviser to determine whether a violation of this Code may have occurred. Before
determining that a person has violated the Code, the Review Officer shall give
such person an opportunity to supply additional explanatory material.
5. If the Review Officer determines that a violation of this Code may
have occurred, he shall submit his written determination, together with the
confidential monthly report and any additional explanatory material provided by
the individual, to the President of the Adviser, who shall make an independent
determination as to whether a violation has occurred.
6. If the President finds that a violation has occurred, the President
shall impose upon the individual such sanctions as he or she deems appropriate
and shall report the violation and the sanction imposed to the Board of Trustees
of the Fund.
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7. No person shall participate in a determination of whether he has
committed a violation of the Code or of the imposition of any sanction against
himself. If a securities transaction of the President is under consideration,
any Vice President shall act in all respects in the manner prescribed herein for
the President.
8. Any violation of Section IV(2) or IV(4) hereof shall be remedied by
the disgorgement on any profits realized.
9. All Access Persons shall be required to certify annually they have
read and understand the code of ethics and recognize that they are subject
thereto. Access Persons shall be required to certify annually that they have
complied with the requirements of the code of ethics and that they have
disclosed or reported all personal securities transactions required to be
disclosed or reported pursuant to the requirements of the code.
IX. INVESTMENT ADVISER'S, PRINCIPAL UNDERWRITER'S, OR
ADMINISTRATOR'S CODE OF ETHICS
The investment adviser, principal underwriter, or administrator of a
Fund shall each:
1. Submit to the Board of Directors of the Fund a copy of its Code of
Ethics adopted pursuant to amended Rule 17j-1, which Code shall comply with the
recommendations of the Investment Company Institute's Advisory Group on Personal
Investing or be accompanied by a written statement explaining any differences
and supplying the rationale therefor;
2. Promptly report to the Fund in writing any material amendments to
such Code;
3. Promptly furnish to the Fund upon request copies of any reports
made pursuant to such Code by any person who is an Access Person as to the Fund;
and
4. Immediately furnish to the Fund, without request, all material
information regarding any violation of such Code by an person who is an Access
Person as to the Fund.
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X. ANNUAL WRITTEN REPORTS TO THE BOARD
At least annually, the Compliance Officer, investment adviser,
principal underwriter (if required), or the administrator will provide written
reports to the Funds' Board of Directors as follows:
1. ISSUES ARISING UNDER THE CODE. The reports must describe any
issue(s) that arose during the previous year under the codes or procedures
thereto, including any material code or procedural violations, and any resulting
sanction(s). The Compliance Officer, President, investment adviser, principal
underwriter, or the administrator may report to the Board more frequently as
they deem necessary or appropriate and shall do so as requested by the Board.
2. CERTIFICATION. Each report must be accompanied by a certification
to the Board that the Fund, investment adviser, principal underwriter, or the
administrator have adopted procedures reasonably necessary to prevent [that]
Access persons from violating their code of ethics.
XI. RECORDKEEPING
The Adviser will maintain the records set forth below. These records
will be maintained in accordance with Rule 31a-2 under the 1940 Act and the
following requirements. They will be available for examination by
representatives of the Securities and Exchange Commission and other regulatory
agencies.
1. A copy of this Code and any other code adopted by the Fund, which
is, or at any time within the past five years has been, in effect will be
preserved in an easily accessible place.
2. A record of any Code violation and of any sanctions taken will be
preserved in an easily accessible place for a period of at least five years
following the end of the fiscal year in which the violation occurred.
3. A copy of each Quarterly Transaction Report, Initial Holdings
Report, and Annual Holdings Report submitted under this Code, including any
information provided in lieu of any such reports made under the Code, will be
preserved for a period of at least five years from the end of the fiscal year on
which it is made, for the first two years in an easily accessible place.
4. A record of all persons, currently or within the past five years,
who are or were required to submit reports under this Code, or who are or were
responsible for reviewing these reports, will be maintained in an easily
accessible place.
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5. A copy of each annual report required by Section X of this Code
must be maintained for at least five years from the end of the fiscal year in
which it is made, for the first two years in any easily accessible place.
6. A record of any decision, and the reasons supporting the decision,
to approve the acquisition of securities acquired in an IPO or limited offering,
for at least five years after the end of the fiscal year in which the approval
is granted.
XII. MISCELLANEOUS
1. CONFIDENTIALITY. All reports and other confirmations and reports of
Securities transactions, and any other information filed with RFI pursuant to
this Code, shall be treated as confidential, provided such reports and
information may be produced to the Securities and Exchange Commission and other
regulatory agencies.
2. INTERPRETATION OF PROVISIONS. RFI may from time to time adopt such
interpretations of this Code as it deems appropriate.
3. COMPLIANCE CERTIFICATION. Within 10 days of becoming an Access
Person of the Fund, and each year thereafter, each such person must complete the
Compliance Certification, attached as Appendix IV.
Adopted this ________ day
of ______________, 2000.
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ONE VALLEY BANK, N.A.
CODE OF ETHICS
LISTING OF ACCESS PERSONS AND REVIEW OFFICERS
ACCESS PERSONS SIGNATURE DATE
-------------- --------- ----
Randy Valentine
Ed Neely
Cheryl Beirne
Ian Flores
David Nolan
Jay Thomas
Stan Johnson
John Jividen
Steve Sears
Roger Kerr
Karen Setterstrom (added 8/98)
Jay McClung (added 1/99)
Scott Lane (added 4/99)
REVIEW OFFICER
Randy Valentine
ALTERNATE REVIEW OFFICER
John Jividen
11
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ONE VALLEY BANK, N.A.
CODE OF ETHICS
1999 QUARTERLY REPORTS ON PERSONAL SECURITIES TRANSACTIONS
Each Access Person must report the name of any publicly-owned company (or any
company anticipating a public offering of its equity securities) and the total
number of its shares beneficially owned by him if such total ownership is more
than 1/2 of 1% of the company's outstanding shares;
FIRST QUARTER 1999 SIGNATURE DATE
------------------ --------- ----
Randy Valentine
Ed Neely
David Nolan
Jay Thomas
Ian Flores
Stan Johnson
John Jividen
Steve Sears
Roger Kerr
Karen Setterstrom
Jay McClung
Scott Lane (added 4/99)
SECOND QUARTER 1999 SIGNATURE DATE
------------------- --------- ----
Randy Valentine
Ed Neely
David Nolan
Jay Thomas
Ian Flores
Stan Johnson
John Jividen
Steve Sears
Roger Kerr
Karen Setterstrom
Jay McClung
Scott Lane (added 4/99)
12
<PAGE>
THIRD QUARTER 1999 SIGNATURE DATE
------------------ --------- ----
Randy Valentine
Ed Neely
David Nolan
Jay Thomas
Ian Flores
Stan Johnson
John Jividen
Steve Sears
Roger Kerr
Karen Setterstrom
Jay McClung
Scott Lane (added 4/99)
13
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ONE VALLEY BANK, N.A.
CODE OF ETHICS
1999 QUARTERLY REPORTS ON PERSONAL SECURITIES TRANSACTIONS
Each Access Person must report the name of any publicly-owned company (or any
company anticipating a public offering of its equity securities) and the total
number of its shares beneficially owned by him if such total ownership is more
than 1/2 of 1% of the company's outstanding shares;
FOURTH QUARTER 1999 SIGNATURE DATE
------------------- --------- ----
Randy Valentine
Ed Neely
David Nolan
Jay Thomas
Ian Flores
Stan Johnson
John Jividen
Steve Sears
Roger Kerr
Karen Setterstrom
Jay McClung
Scott Lane (added 4/99)
14
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ONE VALLEY BANK, N.A.
CODE OF ETHICS
ANNUAL CERTIFICATION BY ALL ACCESS PERSONS
1999 STATEMENT OF CERTIFICATION
This certifies that I have read and understand the code of ethics and recognize
that I am subject thereto. I have complied with the requirements of the code of
ethics and have disclosed or reported all personal securities transactions
required to be disclosed or reported pursuant to the requirements of the code;
ACCESS PERSON(S) DATE SIGNATURE
---------------- -------- -------------
Randy Valentine
Ed Neely
Cheryl Beirne
David Nolan
Jay Thomas
Ian Flores
Stan Johnson
John Jividen
Steve Sears
Roger Kerr
Karen Setterstrom
Jay McClung
Scott Lane
15
<PAGE>
MEMORANDUM
TO: ONE VALLEY BANK, N.A. INVESTMENT COMMITTEE "ACCESS MEMBERS"
FROM: JOHN JIVIDEN
RE: CODE OF ETHICS FOR INVESTMENT COMMITTEE MEMBERS
DATE: APRIL 9, 1999
CAREFULLY REVIEW THE ATTACHED CODE OF ETHICS. REGULAR MONTHLY (OR QUARTERLY)
STATEMENTS SHOULD BE SENT TO RANDY VALENTINE'S ATTENTION. MR. VALENTINE WILL
MAINTAIN FILES FOR EACH OF YOU REGARDING PERSONAL SECURITIES TRANSACTIONS FOR
1999 AND OWNERSHIP IN PUBLIC COMPANIES IF APPLICABLE.
PLEASE COMPLETE FOR THE FIRST QUARTER OF 1999 BY 1.) INITIALING THIS DOCUMENT
NEXT TO YOUR NAME. 2.) SIGNING AND DATING NEXT TO YOUR NAME ON THE PAGE AFTER
THIS MEMORANDUM (PAGE 10) 3.) SIGNING AND DATING THE 1999 STATEMENT OF
CERTIFICATION (PAGE 11) AND 4.) PASSING THE PACKET ON TO THE NEXT PERSON. THE
LAST PERSON SHOULD RETURN TO MY ATTENTION FOR REVIEW AND FILING. PLEASE CALL ME
AT 7313 IF QUESTIONS.
ACCESS PERSONS
----------------
Randy Valentine
Ed Neely
Cheryl Beirne
Ian Flores
David Nolan
Jay Thomas
Stan Johnson
John Jividen
Steve Sears
Roger Kerr
Karen Setterstrom
Jay McClung
16
<PAGE>
MEMORANDUM
TO: ONE VALLEY BANK, N.A. INVESTMENT COMMITTEE "ACCESS MEMBERS"
FROM: JOHN JIVIDEN
RE: CODE OF ETHICS FOR INVESTMENT COMMITTEE MEMBERS
DATE: JULY 6, 1999
CAREFULLY REVIEW THE ATTACHED CODE OF ETHICS. REGULAR MONTHLY (OR QUARTERLY)
STATEMENTS SHOULD BE SENT TO RANDY VALENTINE'S ATTENTION. MR. VALENTINE WILL
MAINTAIN FILES FOR EACH OF YOU REGARDING PERSONAL SECURITIES TRANSACTIONS FOR
1999 AND OWNERSHIP IN PUBLIC COMPANIES IF APPLICABLE.
PLEASE COMPLETE FOR THE SECOND QUARTER OF 1999 BY 1.) INITIALING THIS DOCUMENT
NEXT TO YOUR NAME. 2.) SIGNING AND DATING NEXT TO YOUR NAME ON THE PAGE AFTER
THIS MEMORANDUM (PAGE 10) 3.) SIGNING AND DATING THE 1999 STATEMENT OF
CERTIFICATION (PAGE 11) AND 4.) PASSING THE PACKET ON TO THE NEXT PERSON. THE
LAST PERSON SHOULD RETURN TO MY ATTENTION FOR REVIEW AND FILING. PLEASE CALL ME
AT 7313 IF QUESTIONS.
ACCESS PERSONS
----------------
Randy Valentine
Ed Neely
Cheryl Beirne
Ian Flores
David Nolan
Jay Thomas
Stan Johnson
John Jividen
Steve Sears
Roger Kerr
Karen Setterstrom
Jay McClung
Scott Lane
17
<PAGE>
MEMORANDUM
TO: ONE VALLEY BANK, N.A. INVESTMENT COMMITTEE "ACCESS MEMBERS"
FROM: JOHN JIVIDEN
RE: CODE OF ETHICS FOR INVESTMENT COMMITTEE MEMBERS
DATE: OCTOBER 10, 1999
CAREFULLY REVIEW THE ATTACHED CODE OF ETHICS. REGULAR MONTHLY (OR QUARTERLY)
STATEMENTS SHOULD BE SENT TO RANDY VALENTINE'S ATTENTION. MR. VALENTINE WILL
MAINTAIN FILES FOR EACH OF YOU REGARDING PERSONAL SECURITIES TRANSACTIONS FOR
1999 AND OWNERSHIP IN PUBLIC COMPANIES IF APPLICABLE.
PLEASE COMPLETE FOR THE THIRD QUARTER OF 1999 BY 1.) INITIALING THIS DOCUMENT
NEXT TO YOUR NAME. 2.) SIGNING AND DATING NEXT TO YOUR NAME ON THE PAGE AFTER
THIS MEMORANDUM (PAGE 10) 3.) SIGNING AND DATING THE 1999 STATEMENT OF
CERTIFICATION (PAGE 11) AND 4.) PASSING THE PACKET ON TO THE NEXT PERSON. THE
LAST PERSON SHOULD RETURN TO MY ATTENTION FOR REVIEW AND FILING. PLEASE CALL ME
AT 7313 IF QUESTIONS.
ACCESS PERSONS
----------------
Randy Valentine
Ed Neely
Cheryl Beirne
Ian Flores
David Nolan
Jay Thomas
Stan Johnson
John Jividen
Steve Sears
Roger Kerr
Karen Setterstrom
Jay McClung
Scott Lane
18
<PAGE>
MEMORANDUM
TO: ONE VALLEY BANK, N.A. INVESTMENT COMMITTEE "ACCESS MEMBERS"
FROM: JOHN JIVIDEN
RE: CODE OF ETHICS FOR INVESTMENT COMMITTEE MEMBERS
DATE: JANUARY 10, 2000
CAREFULLY REVIEW THE ATTACHED CODE OF ETHICS. REGULAR MONTHLY (OR QUARTERLY)
STATEMENTS SHOULD BE SENT TO RANDY VALENTINE'S ATTENTION. MR. VALENTINE WILL
MAINTAIN FILES FOR EACH OF YOU REGARDING PERSONAL SECURITIES TRANSACTIONS FOR
1999 AND OWNERSHIP IN PUBLIC COMPANIES IF APPLICABLE.
PLEASE COMPLETE FOR THE FOURTH QUARTER OF 1999 BY 1.) INITIALING THIS DOCUMENT
NEXT TO YOUR NAME. 2.) SIGNING AND DATING NEXT TO YOUR NAME ON THE PAGE AFTER
THIS MEMORANDUM. 3.) SIGNING AND DATING THE 1999 STATEMENT OF CERTIFICATION, AND
4.) PASSING THE PACKET ON TO THE NEXT PERSON. THE LAST PERSON SHOULD RETURN TO
MY ATTENTION FOR REVIEW AND FILING. PLEASE CALL ME AT 7313 IF QUESTIONS.
ACCESS PERSONS
----------------
Randy Valentine
Ed Neely
Cheryl Beirne
Ian Flores
David Nolan
Jay Thomas
Stan Johnson
John Jividen
Steve Sears
Roger Kerr
Karen Setterstrom
Jay McClung
Scott Lane
19
<PAGE>
ONE VALLEY BANK, N.A.
CODE OF ETHICS
1999 QUARTERLY REPORTS ON PERSONAL SECURITIES TRANSACTIONS
Each Access Person must report the name of any publicly-owned company (or any
company anticipating a public offering of its equity securities) and the total
number of its shares beneficially owned by him if such total ownership is more
than 1/2 of 1% of the company's outstanding shares;
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<PAGE>
APPENDIX I
INITIAL HOLDINGS REPORT
FOR ONE VALLEY BANK, N.A.
Name of Reporting Person: ____________________________
Date Person Became Subject to the
Code's Reporting Requirements: ________________________ [NOTE: Date person
Information in Report Dated as of: _____________________ became subject and as
Date Report Due:________________________________________ of date should be the
Date Report Submitted: ________________________________ same.]
<TABLE>
<CAPTION>
SECURITIES HOLDINGS
------------------------------------------------------------------------------------------------
Name of Issuer and No. of Shares Principal Amount, Maturity Date and Interest
Title of Security (if applicable) Rate (if applicable)
------------------------------------------------------------------------------------------------
<S> <C> <C>
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
</TABLE>
If you have no securities holdings to report, please check here. / /
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue.
<TABLE>
<CAPTION>
SECURITIES ACCOUNTS
------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Name(s) on and Type of Account
------------------------------------------------------------------------------------------------
<S> <C>
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
</TABLE>
If you have no securities accounts to report, please check here. / /
I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES HOLDINGS AND
ACCOUNTS REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.
--------------------------------------------------------------------------------
Signature Date
<PAGE>
APPENDIX II
ANNUAL HOLDINGS REPORT
FOR ONE VALLEY BANK, N.A.
Name of Reporting Person:______________________________
Information in Report Dated as of:_____________________ [NOTE: Information
Date Report Due: ______________________________________ should be dated no more
Date Report Submitted:_________________________________ than 30 days before
Calendar Year Ended: December 31, ____ report issubmitted.]
<TABLE>
<CAPTION>
SECURITIES HOLDINGS
------------------------------------------------------------------------------------------------
Name of Issuer and No. of Shares Principal Amount, Maturity Date and
Title of Security (if applicable) Interest Rate (if applicable)
------------------------------------------------------------------------------------------------
<S> <C> <C>
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
</TABLE>
If you have no securities holdings to report for the year, please
check here. / /
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue.
<TABLE>
<CAPTION>
SECURITIES ACCOUNTS
------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Date Account Was Name(s) on and Type of Account
Established
------------------------------------------------------------------------------------------------
<S> <C> <C>
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
</TABLE>
If you have no securities accounts to report for the year, please check
here. / /
I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES TRANSACTIONS AND
ACCOUNTS REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.
--------------------------------------------------------------------------------
Signature Date
<PAGE>
APPENDIX III
QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT
FOR ONE VALLEY BANK, N.A.
Name of Reporting Person: ___________________________
Calendar Quarter Ended: ___________________________
Date Report Due: ___________________10, ____
Date Report Submitted: ___________________________
<TABLE>
<CAPTION>
SECURITIES TRANSACTIONS
---------------------------------------------------------------------------------------------------
Principal
Amount, Name of
Name of No. of Maturity Date Broker, Dealer
Issuer and Shares and or Bank
Date of Title of (if Interest Rate Type of Effecting
Transaction Security applicable) (if applicable) Transaction Price Transaction
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
</TABLE>
If you have no securities transactions to report for the quarter, please
check here. / /
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue.
SECURITIES ACCOUNTS
If you established a securities account during the quarter, please provide the
following information:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Date Account was Name(s) on and Type of
Established Account
---------------------------------------------------------------------------------------------------
<S> <C> <C>
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
</TABLE>
If you did not establish a securities account during the quarter, please
check here. / /
I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES TRANSACTIONS AND
ACCOUNTS REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.
--------------------------------------------------------------------------------
Signature Date
<PAGE>
APPENDIX IV
COMPLIANCE CERTIFICATION
FOR ONE VALLEY BANK, N.A.
--------------------------------------------------------------------------------
INITIAL CERTIFICATION
<TABLE>
<S><C>
I CERTIFY THAT I: (i) HAVE RECEIVED, READ AND REVIEWED THE FUND'S CODE OF ETHICS;
(ii) UNDERSTAND THE POLICIES AND PROCEDURES IN THE CODE;
(iii) RECOGNIZE THAT I AM SUBJECT TO SUCH POLICIES AND PROCEDURES;
(iv) UNDERSTAND THE PENALTIES FOR NON-COMPLIANCE;
(v) WILL FULLY COMPLY WITH THE FUND'S CODE OF ETHICS; AND
(vi) HAVE FULLY AND ACCURATELY COMPLETED THIS CERTIFICATE.
</TABLE>
Signature:
Name: _______________________________ (Please print)
Date Submitted: ________________
Date Due: ________________
--------------------------------------------------------------------------------
ANNUAL CERTIFICATION
<TABLE>
<S><C>
I CERTIFY THAT I: (i) HAVE RECEIVED, READ AND REVIEWED THE FUND'S CODE OF ETHICS;
(ii) UNDERSTAND THE POLICIES AND PROCEDURES IN THE CODE;
(iii) RECOGNIZE THAT I AM SUBJECT TO SUCH POLICIES AND PROCEDURES;
(iv) UNDERSTAND THE PENALTIES FOR NON-COMPLIANCE;
(v) HAVE COMPLIED WITH THE FUND'S CODE OF ETHICS AND ANY APPLICABLE REPORTING
REQUIREMENTS DURING THIS PAST YEAR;
(vi) HAVE FULLY DISCLOSED ANY EXCEPTIONS TO MY COMPLIANCE WITH THE CODE BELOW;
(vii) WILL FULLY COMPLY WITH THE FUND'S CODE OF ETHICS; AND
(viii) HAVE FULLY AND ACCURATELY COMPLETED THIS CERTIFICATE.
</TABLE>
EXCEPTION(S):
Signature:
Name: _______________________________ (Please print)
Date Submitted: ________________
Date Due: ________________
