EXHIBIT 99.23(p)
CODE OF ETHICS
HERITAGE ASSET MANAGEMENT, INC.
HERITAGE FAMILY OF INVESTMENT COMPANIES
I. INTRODUCTION
This Code of Ethics has been adopted by Heritage Asset Management, Inc.
("Heritage") and each of the Heritage Funds listed in Appendix 1 in compliance
with Rule 17j-1 under the Investment Company Act of 1940, as amended.
Capitalized terms used in this Code are defined in Appendix 2. All Appendices
referred to herein are attached to and are a part of this Code.
This Code is based on the principle that the trustees, directors,
officers and employees of Heritage and the Heritage Funds have a fiduciary duty
to place the interests of Advisory Clients ahead of their own interests and to
avoid activities, interests and relationships that might interfere with making
decisions in the best interests of Advisory Clients. As fiduciaries, each Access
Person must at all times:
1. PLACE THE INTERESTS OF ADVISORY CLIENTS FIRST. In other words, you
must scrupulously avoid serving your own personal interests ahead
of Advisory Clients.
2. CONDUCT ALL PERSONAL SECURITIES TRANSACTIONS IN FULL COMPLIANCE
WITH THIS CODE, INCLUDING BOTH THE PRE-CLEARANCE AND REPORTING
REQUIREMENTS, and avoid any actual or potential conflicts of
interest.
3. AVOID TAKING INAPPROPRIATE ADVANTAGE OF YOUR POSITION. For example,
your receipt of investment opportunities, perquisites, or gifts
from persons seeking business with Advisory Clients could call into
question the exercise of your independent judgment.
Doubtful situations should be resolved in favor of Advisory Clients
because technical compliance with the Code's procedures will not automatically
insulate from scrutiny activities that indicate an abuse of your fiduciary
duties.
In most instances, the Code establishes similar reporting standards for
each person subject to the Code unless otherwise specifically noted. However,
somewhat stricter restrictions on certain activities and/or transactions apply
to INVESTMENT PERSONNEL and PORTFOLIO MANAGERS due to their more direct
involvement and greater influence on portfolio trading activities of Advisory
Clients.
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II. APPLICATION OF THE CODE OF ETHICS TO ACCESS PERSONS
A. General Requirement
-------------------
Except as set forth in Sections II-B and II-C below, each Access Person
must comply with each requirement of the Code.
B. Independent Fund Trustees
-------------------------
Notwithstanding the definition of Access Persons, the following
provisions of the Code do not apply to Independent Fund Trustees and their
Immediate Families.
1. pre-clearance of trades (Sections III-A, C)
2. certain prohibited transactions (Section III-D)
3. certain reporting requirements (Sections IV-A, C);
4. restrictions on acceptance and giving of gifts (Section VIII); and
5. restrictions on serving as a director of a publicly-traded company
(Section XI).
C. Directors of Heritage and Officers of the Heritage Funds
--------------------------------------------------------
Notwithstanding the definition of Access Persons, the following
provisions of the Code do not apply to Directors of Heritage and officers of the
Heritage Funds who are not employees of Heritage and the Immediate Families of
such persons:
1. pre-clearance of trades (Sections III-A, C)
2. certain prohibited transactions (Section III-D)
3. acceptance and giving of gifts (Section VIII)
4. restrictions on serving as a director of a publicly-traded company
(Section XI)
D. Interested Fund Trustees of the Heritage Funds
----------------------------------------------
Notwithstanding the definition of Access Persons, the following
provisions of the Code do not apply to Interested Fund Trustees of the Heritage
Funds and the Immediate Families of such persons:
1. pre-clearance of trades (Sections III-A, C)
III. PRE-CLEARANCE REQUIREMENTS AND PROHIBITED TRANSACTIONS
------------------------------------------------------
A. General Requirement
-------------------
Except for the transactions set forth in Section III-B, all Securities
Transactions by Access Persons in an Access Person Account must be pre-cleared
with the Pre-Clearance Officer. This provision does not apply to those Access
Persons identified in Sections II-B, II-C and II-D above, as well as
non-employee officers of Heritage.
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B. Transactions Exempt from Pre-clearance
--------------------------------------
The following Securities Transactions in an Access Person Account are
exempt from the pre-clearance requirements set forth in Section III-A of this
Code:
1. Securities Transactions in which neither the Access Person nor
any Immediate Family Member knows of the transaction before it is
completed (such as discretionary trades made by a fiduciary in
which the Access Person or Immediate Family Member is not consulted
or advised of the trade before it is executed).
2. Securities Transactions for accounts of spouses of all Access
Persons, other than spouses of Portfolio Mangers and Investment
Personnel; provided however, that the applicable Access Person is
not listed as a party to his or her spouse's trading account.
3. Any purchase or sale of Securities of any issuer with a market
capitalization in excess of $10 billion.
4. Any acquisition of Securities through stock dividends, dividend
reinvestments, stock splits, mergers, consolidations, spin-offs, or
other similar corporate reorganizations or distributions generally
applicable to all holders of the same class of Securities.
5. Any acquisition of Securities through the exercise of rights
issued by an issuer PRO RATA to all holders of a class of its
Securities, to the extent the rights were acquired in the issue.
6. Any transaction involving: bankers' acceptances; bank certificates
of deposit; commercial paper; high quality short-term debt
(including repurchase agreements); commodity futures (including
currency futures) and options thereon; interests in Securities
comprising part of a broad-based, publicly traded market basket or
index of stocks, approved for trading by the appropriate federal
authority (for example, options on the S&P 500 Index); shares
issued by open-end investment companies; Securities directly issued
by the U.S. Government; Securities issued by a registered open-end
investment companies (including the Heritage Funds); Raymond James
Financial, Inc. stock purchased through a quarterly employee stock
purchase plan; and other Securities as may from time to time be
designated in writing by the Code of Ethics Review Committee on the
ground that the risk of abuse is minimal or non-existent.
C. Pre-clearance Requests
----------------------
Prior to entering an order for a Securities Transaction in an Access
Person Account, an Access Person (other than those identified in Sections II-B,
II-C, and II-D above) must fill out a Trade Authorization Request Form (Appendix
4) and submit the completed form to the Pre-Clearance Officer. (Proposed
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Securities Transactions for the Pre-Clearance Officer's own Access Person
Account must be submitted to the President of Heritage.) The Trade Authorization
Request Form requires Access Persons to provide certain information and to make
certain representations. After receiving the completed Trade Authorization
Request Form, the Pre-Clearance Officer will review the information in the form
and, as soon as practicable (generally within 24 hours), determine whether to
clear the proposed Securities Transaction.
No order for a Securities Transaction for which pre-clearance
authorization is sought may be placed prior to receipt of written authorization
by the Pre-Clearance Officer. The date of any authorization must be reflected on
the Trade Authorization Request Form. The Pre-Clearance Officer will send one
copy of the completed form to the person seeking authorization and the other
copy to the appropriate compliance department.
D. Prohibited Transactions
-----------------------
The following Securities Transactions in an Access Person Account are
prohibited transactions and will not be authorized absent exceptional
circumstances:
1. Any transaction by an Access Person while in possession of "INSIDE"
MATERIAL NONPUBLIC INFORMATION regarding the Security or the issuer
of the Security;
2. Any acquisition by an Investment Person of an INITIAL PUBLIC
OFFERING (other than a new offering of a registered open-end
investment company);
3. Any transaction by an Access Person intended to raise, lower, or
maintain the price of any Security or to create A FALSE APPEARANCE
OF ACTIVE TRADING; and
4. Any transaction by an Access Person on any day during which such
Access Person has knowledge that an Advisory Client HAS A PENDING
"BUY" OR "SELL" ORDER in the same Security (or an Equivalent
Security) until that order is executed or withdrawn, unless the
Access Person provides an explanation of why the trade is necessary
and provision is made for the Advisory Client trade to take
precedence (in terms of price) over the Access Person Account
trade. Prior to approving a trade, the Pre-Clearance Officer must
determine whether there is an open order for the Security by a
Fund.
5. Any transaction by a Portfolio Manager within SEVEN CALENDAR DAYS
of a purchase or sale of the same Securities (or an Equivalent
Security) by any Advisory Client managed by the Portfolio Manager.
For example, if an Advisory Client trades a security on day one,
day eight is the first day its Portfolio Manager may trade that
Security for an account in which he or she has a beneficial
interest.
6. Any purchase of a Security by an Investment Person within 60
CALENDAR DAYS of the sale of that Security (or an Equivalent
Security) by that Investment Person (or Immediate Family Member),
and any sale of a Security by an Investment Person within 60
CALENDAR DAYS of the purchase of the Security (or an Equivalent
Security) by that Investment Person (or Immediate Family Member),
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unless the Investment Person agrees to give up all profits on the
transaction to a charitable organization designated by Heritage.
7. Any acquisition of Securities in a PRIVATE PLACEMENT by an
Investment Person, unless the Compliance Officer approves such
transaction after considering, among other factors, whether the
investment opportunity should be reserved for an Advisory Client
and whether the opportunity is being offered to an Investment
Person by virtue of his or her position as an Investment Person.
Investment Persons who have been authorized to acquire or have
acquired securities in a private placement must disclose that
investment to the Compliance Officer when they play a part in any
subsequent consideration of an investment in the issuer by an
Advisory Client and the decision to purchase securities of the
issuer by the Advisory Client must be independently authorized by
an appropriate Investment Person with no personal interest in the
issuer.
8. ANY OTHER TRANSACTION deemed by the Pre-Clearance Officer to
involve a conflict of interest, possible diversion of corporate
opportunity, or an appearance of impropriety.
In some cases, the Pre-Clearance Officer may refuse to authorize a
Securities Transaction for a reason that is confidential. The Pre-Clearance
Officer is not required to give an explanation for refusing to authorize a
Securities Transaction.
E. Length of Trade Authorization Approval
--------------------------------------
The authorization provided by the Pre-Clearance Officer is effective,
unless earlier revoked, until the earlier of (1) the close of business on the
third trading day after the authorization is granted, or (2) when the Access
Person learns that information in the Trade Authorization Request Form is not
accurate. If a trade order is not placed within that period, a new authorization
must be obtained before the Securities Transaction is placed. If a trade order
has been placed but has not been executed within three trading days after
authorization is granted (such as in the case of a limit order), no new
authorization is necessary unless (1) the person placing the original order
amends the order, or (2) the order remains outstanding for more than 30 days.
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IV. REPORTING REQUIREMENTS FOR ALL ACCESS PERSONS EXCEPT INDEPENDENT FUND
---------------------------------------------------------------------
TRUSTEES
--------
A. Initial Holdings Report
-----------------------
Except for the transactions set forth in Section VI below, any person
who becomes an Access Person of Heritage or the Heritage Funds must submit
within 10 days of becoming an Access Person an Initial Holdings Report (see
Appendix 3) listing all securities that he or she holds in an Access Person
Account. The Report should be forwarded to the Compliance Officer.
B. Quarterly Transaction Reports/Duplicate Confirmations
-----------------------------------------------------
and Statements
--------------
Except for the transactions set forth in Section VI below, every Access
Person must arrange for the Compliance Officer to receive directly from the
broker, dealer, or bank in question, duplicate copies of each confirmation and
periodic statement for any Securities Transaction during the quarter in an
Access Person Account. All copies must be received no later than 10 days after
the end of the calendar quarter. Each confirmation or statement must disclose
the following information:
1. the date of the transaction;
2. the title (and interest rate and maturity date, if applicable);
3. the number of shares and principal amount;
4. the nature of the transaction (e.g., purchase, sale);
5. the price of the Security; and
6. the name of the broker, dealer or bank through which the trade was
effected.
If an Access Person is not able to arrange for duplicate confirmations
and statements to be sent that contain the information required above, the
Access Person promptly must submit Quarterly Transaction Reports (see Appendix
8) within 10 days after the completion of each calendar quarter to the
Compliance Officer.
Every Access Person who establishes an Access Person Account during the
quarter must complete the required section pertaining to new accounts in the
Quarterly Transaction Report (see Appendix 8). This Report must be submitted to
the Compliance Officer within 10 days after the completion of each calendar
quarter.
C. Annual Holdings Report
----------------------
Each Access Person must submit an Annual Holdings Report (see Appendix
3) listing all securities in an Access Person Account. The information in the
Annual Holdings Report must be current as of a date no more than 30 days before
the report is submitted. The completed report should be submitted to the
Compliance Officer by January 31 following the end of the calendar year.
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V. REPORTING REQUIREMENTS FOR INDEPENDENT FUND TRUSTEES
----------------------------------------------------
Independent Fund Trustees (and their Immediate Families) need only
report a Securities Transaction if, at the time of the transaction, such person
knew or, in the ordinary course of fulfilling his or her duties as an Access
Person, should have known that, during the 15-day period immediately preceding
or after the date of the transaction, such security had been or was going to be
purchased or sold by a Heritage Fund or that such a purchase or sale had been or
was going to be considered by a Heritage Fund. Those Independent Fund Trustees
who have Securities Transactions to report should refer to the procedures in
Section IV-B above.
VI. EXEMPTIONS, DISCLAIMERS AND AVAILABILITY OF REPORTS
---------------------------------------------------
A. Exemptions from Reporting Requirements
--------------------------------------
1. Securities Transactions involving the following circumstances or
Securities are exempt from Section IV and V reporting requirements: (1) neither
the Access Person nor an Immediate Family Member had any direct or indirect
influence or control over the transaction; (2) Securities directly issued by the
U.S. Government; (3) bankers' acceptances; (4) bank certificates of deposit; (5)
commercial paper; (6) high quality short-term debt instruments (including
repurchase agreements); (7) shares issued by open-end mutual funds; and (8)
other Securities as may from time to time be designated in writing by the Code
of Ethics Review Committee based on a determination that the risk of abuse is
minimal or non-existent.
2. Notwithstanding the provisions of Section IV-B above, no Access
Person of Heritage shall be required to make a Quarterly Transaction Report
where such report would duplicate information recorded by Heritage pursuant to
Rule 204-2(a) of the Investment Advisers Act of 1940.
B. Disclaimers
-----------
Any report of a Securities Transaction for the benefit of a person
other than the individual in whose account the transaction is placed may contain
a statement that the report should not be construed as an admission by the
person making the report that he or she has any direct or indirect beneficial
ownership in the Security to which the Report relates.
C. Availability of Reports
-----------------------
All information supplied pursuant to this Code may be available for
inspection by the Trustees of the Heritage Funds, the President of Heritage, the
Code of Ethics Review Committee, the Compliance Officer, the Pre-Clearance
Officer, the Access Person's department manager (or designee), any party to
which any investigation is referred by any of the foregoing, the Securities and
Exchange Commission, any self-regulatory organization of which Heritage is a
member, and any state securities commission with appropriate jurisdiction.
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VII. CONFIDENTIALITY
---------------
Access Persons are prohibited from revealing information relating to
the investment intentions, activities or portfolios of Advisory Clients except
to persons whose responsibilities require knowledge of the information or to
regulatory authorities who have appropriate jurisdiction with respect to such
matters.
VIII. GIFTS
-----
On occasion, because of their position with Heritage or the Heritage
Funds, Investment Personnel may be offered gifts from, or may wish to give gifts
to, unaffiliated persons or entities that do business with Heritage or the
Heritage Funds. The solicitation, acceptance or giving of such gifts or
gratuities by Investment Personnel is strictly prohibited, except for gifts of a
nominal value (I.E., gifts whose reasonable value is no more than $100 a year)
and customary business lunches, dinners, entertainment (E.G., sporting events),
and promotional items (E.G., pens, mugs, T-shirts). If an Investment Person
receives any gift that might be prohibited under this Code, that person promptly
must inform the Compliance Officer.
IX. CORPORATE OPPORTUNITIES
-----------------------
Access Persons may not take personal advantage of any opportunity
properly belonging to the Advisory Clients. This includes, but is not limited
to, acquiring Securities for one's own account that would otherwise be acquired
for Advisory Clients.
X. UNDUE INFLUENCE
---------------
Access Persons may not cause or attempt to cause an Advisory Client to
purchase, sell or hold any Security in a manner calculated to create any
personal benefit to the Access Person.
If an Access Person or Immediate Family Member stands to materially
benefit from an investment decision for an Advisory Client that the Access
Person is recommending or participating in, the Access Person must disclose that
interest to persons with authority to make investment decisions or to the
Compliance Officer. Based on the information given, a decision will be made as
to whether to restrict the Access Person's participation in causing the Advisory
Client to purchase or sell a Security in which the Access Person has an
interest.
Access Persons must disclose to those persons with authority to make
investment decisions for Advisory Clients (or to the Compliance Officer if the
Access Person in question is a person with authority to make investment
decisions only for the Fund), any Beneficial Interest that the Access Person (or
Immediate Family) has in that Security or an Equivalent Security, or in the
issuer thereof, where the decision could create a material benefit to the Access
Person (or Immediate Family) or the appearance of impropriety. The person to
whom the Access Person reports the interest, in consultation with the Compliance
Officer, must determine whether the Access Person will be restricted in making
investment decisions.
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XI. SERVICE AS A DIRECTOR
---------------------
No Investment Person may serve on the board of directors of a
publicly-traded company not affiliated with Heritage or the Heritage Funds
absent prior written approval by the Compliance Officer. This approval rarely
will be granted and, if granted, normally will require that the relevant
Investment Person be isolated, through "Chinese Wall" or other procedures, from
those making investment decisions related to the issuer on whose board the
Investment Person sits.
XII. CODE OF ETHICS REVIEW COMMITTEE
-------------------------------
The Code of Ethics Review Committee shall investigate any reported or
suspected violation of the Code and, as appropriate, take such actions as are
authorized by Section XII. The Committee also shall review the Code at least
once a year, in light of legal and business developments and experience in
implementing the Code, and will prepare an annual report to the President of
Heritage and the Heritage Funds' Boards of Trustees that:
1. summarizes existing procedures concerning personal investing and
any changes in the procedures made during the past year,
2. identifies any Material Investigations during the past year, and
3. identifies any recommended changes in existing restrictions or
procedures based on the experience under the Code, evolving
industry practices, or developments in applicable laws or
regulations.
Members of the Committee, the Compliance Officer and the Pre-Clearance
officer are set forth in Appendix 5.
XIII. REMEDIES
--------
If the Code of Ethics Review Committee determines that an Access Person
has violated this Code, the Committee may impose sanctions and take other
actions as it deems appropriate, including a letter of censure or suspension or
termination of the employment. As part of any sanction, the Committee may
require the Access Person to reverse the trade(s) in question and forfeit any
profit or absorb any loss derived therefrom. The Committee has sole authority to
determine the remedy for any violation of the Code, including appropriate
disposition of any monies forfeited pursuant to this provision. Failure to abide
by a directive to reverse a trade may result in the imposition of additional
sanctions.
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Whenever the Code of Ethics Review Committee determines that an Access
Person has committed a violation of this Code relating to a Heritage Fund that
merits remedial action, it will report to the Board of Trustees of the
appropriate Heritage Fund information relating to the violation and any
sanctions imposed.
XIV. COMPLIANCE CERTIFICATION
------------------------
Each current Access Person and each newly-hired Access Person shall
certify that he or she has received, read and understands this Code of Ethics by
executing the Acknowledgment of Receipt of Code of Ethics Form set forth as
Appendix 6. At least once a year, each Access Persons will be required to
certify on the Access Person Certification Form set forth as Appendix 7 that he
or she has read and understands the Code, has complied with the requirements of
the Code, and has reported all Securities Transactions required to be disclosed
or reported pursuant to the Code.
XV. INQUIRIES REGARDING THE CODE
----------------------------
Please call the Compliance Officer if you have any questions about this
Code or any other compliance-related matters.
Adopted effective as of March 1, 1995, as amended on August 7, 1995, November
18, 1996, May 12, 1998, February 14, 2000 and May 22, 2000.
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Appendix 1
----------
This Code of Ethics has been adopted by the following investment
companies:
Heritage Cash Trust
Heritage Capital Appreciation Trust
Heritage Income-Growth Trust
Heritage Income Trust
Heritage Series Trust
March 1, 1995, as amended on February 14, 2000
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Appendix 2
----------
DEFINITIONS
"Access Person" means any trustee, director, officer or Advisory Person
of Heritage and the Heritage Funds.
"Advisory Person" means (i) any employee of Heritage and the Heritage
Funds (or of any company in a control relationship with such companies) who, 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 an
Advisory Client, or whose functions relate to the making of any recommendation
with respect to such purchases or sales, and (ii) any natural person in a
control relationship to such companies who obtains information concerning
recommendations made to an Advisory Client with respect to the purchase and sale
of securities by an Advisory Client.
"Access Person Account" means the following Securities accounts: any
personal account of an Access Person; any joint or tenant-in-common account in
which the Access Person has an interest or is a participant; any account for
which the Access Person acts as trustee, executor, or custodian; any account
over which the Access Person has investment discretion or otherwise can exercise
control (other than non-related clients' accounts over which the Access Person
has investment discretion), including the accounts of entities controlled
directly or indirectly by the Access Person; and any other account in which the
Access Person has a direct or indirect Beneficial Interest (other than such
accounts over which the Access Person has no investment discretion and cannot
otherwise exercise control); and any account in which an Immediate Family member
has a Beneficial Interest.
"Advisory Client" means each of the Heritage Funds in Appendix 1 and
any other client to whom Heritage provides investment advice.
"Beneficial Interest" means the opportunity to share, directly or
indirectly, in any profit or loss on a transaction in Securities, including, but
not limited to, all joint accounts, partnerships, and trusts.
"Compliance Officer" means the so-designated individual at Heritage (or
that person's designee if the compliance person is absent or unavailable) as set
forth in Appendix 5 as amended from time to time.
"Equivalent Security" means any Security issued by the same entity as
the issuer of a security, including options, rights, warrants, preferred stock,
restricted stock, bonds, and other obligations of that issuer.
"Heritage Fund" means the Heritage investment companies listed in
Appendix 1 as amended from time to time.
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"Immediate Family" of an Access Person means any of the following
persons who reside in the same household as the Access Person:
child grandparent son-in-law
stepchild spouse daughter-in-law
grandchild sibling brother-in-law
parent mother-in-law sister-in-law
stepparent father-in-law
Immediate Family includes adoptive relationships.
"Independent Fund Trustee" means the trustees of the Funds who are not
"interested persons" of the Funds as that term is defined in the Investment
Company Act of 1940, as amended.
"Initial Public Offering" is an offering of securities registered under
the Securities Act of 1933 by an issuer who immediately before the registration
of such securities was not subject to the reporting requirements of sections 13
or 15(d) of the Securities Exchange Act of 1934.
"Interested Fund Trustee" means the trustees of the Funds who are
"interested persons" of the Funds as that term is defined in the Investment
Company Act of 1940, as amended.
"Investment Personnel" (or, singularly, "Investment Person") are (i)
employees of the Heritage Funds or Heritage (or of any company in a control
relationship to such companies) who, in connection with his or her regular
functions or duties, makes or participates in making recommendations regarding
the purchase or sale of a security, or (ii) any natural person who controls a
Heritage Fund or Heritage and who obtains information concerning recommendations
made to an Advisory Client regarding the purchase and sale of securities by the
Advisory Client. References to Investment Personnel include Portfolio Managers.
"Heritage" means Heritage Asset Management, Inc.
"Material Investigation" means an investigation that leads to the
imposition of a significant remedial action for a violation of the Code.
"Portfolio Manager" means those natural persons employed by Heritage or
directly by the Heritage Funds who are entrusted with the direct responsibility
and authority to make investment decisions affecting a Heritage Fund or other
advisory client of Heritage.
"Pre-Clearance Officer" means the so-designated individual at Heritage
(or that person's designee if the Pre-Clearance Officer is absent or
unavailable) as set forth in Appendix 5 as amended from time to time.
"Private Placement" means a limited offering exempt from registration
pursuant to Rules 504, 505 or 506 or under Section 4(2) or 4(6) of the
Securities Act of 1933.
"Security" includes stock, notes, bonds, debentures, and other
evidences of indebtedness (including loan participations and assignments),
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limited partnership interests, investment contracts, and all derivative
instruments, such as options and warrants. Security also includes futures and
options on futures but, unlike other Securities, there is no requirement in the
Code that such Securities be pre-cleared.
"Securities Transaction" means a purchase or sale of Securities.
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Appendix 3
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PERSONAL SECURITIES HOLDINGS
(use for Initial Holdings Report and Annual Holdings Report)
In accordance with the Code of Ethics, please list all securities
holdings for each of your Access Person Accounts, including accounts of your
Immediate Family.
(1) Initial or Annual Report (circle one)
(2) Name of Access Person:
----------------------------------------
(3) If different than #1, name of the person
in whose name the account is held:
----------------------------------------
(4) Relationship of (2) to (1):
----------------------------------------
(5) Account Number:
----------------------------------------
(6) For each account, attach your most recent
account statement listing securities in
that account. If you own securities that
are not listed in an attached account
statement, list them below:
Name of Security Quantity Principal Amount Name of Broker/Dealer/Bank
---------------- -------- ---------------- --------------------------
1.
2.
3.
4.
(Attach separate sheet if necessary)
I certify that this form and the attached statements (if any)
constitute all of the securities in my Access Person Accounts, including
accounts of my Immediate Family.
------------------------------
Access Person Signature
------------------------------
Print Name
Dated:
------------------------
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Appendix 4
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TRADE AUTHORIZATION REQUEST FOR ACCESS PERSON ACCOUNTS
(1) Name of access person requesting authorization:
------------------------------------------------------
(2) If different than #1, name of the person
in whose account the trade will occur:
------------------------------------------------------
(3) Relationship of (2) to (1):
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(4) Name of security:
------------------------------------------------------
(5) Maximum # of shares or units to be purchased
or sold or amount of bond:
------------------------------------------------------
(6) Check if applicable:___Purchase ___Sale ___Market Order ___Limit Order
(7) Do you possess material nonpublic information regarding
the security or the issuer of the security? ____ Yes____ No
(8) To your knowledge, are the securities or "equivalent"
securities (I.E., securities issued by the same issuer)
held by any Advisory Client? ____ Yes ____ No
(9) To your knowledge, are there any outstanding purchase or sell
orders for this security (or any equivalent security) by any
Advisory Client? ____ Yes ____ No
(10) To your knowledge, are the securities (or equivalent
securities) being considered for purchase or sale
by any Advisory Client? ____ Yes ____ No
(11) If you are an Investment Person, are the securities being
acquired in an Initial Public Offering? ____ Yes ____ No
(12) If you are an Investment Person, are the securities being
acquired in a Private Placement? ____ Yes ____ No
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(13) If you are a Portfolio Manager, has any account you
managed purchased or sold these securities (or
equivalent securities) within the past seven
calendar days or do you expect the account to
purchase or sell these securities (or equivalent
securities) within seven calendar days after
your purchase or sale? ____ Yes ____ No
(14) If you are an Investment Person, have you or any
account covered by the Code's pre-authorization
provisions purchased or sold these securities
(or equivalent securities) in the prior 60 days? ____ Yes ____ No
I have read the currently effective Code of Ethics, and believe that
the proposed trade complies fully with the requirements of the Code.
-----------------------------------
Access Person Signature
-----------------------------------
Print Name
Authorized: _____________________________________
Date: _____________________________________
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Appendix 5
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CONTACT PERSONS
POSITION INDIVIDUAL DESIGNEE
-------- ---------- --------
PRE-CLEARANCE OFFICER
COMPLIANCE OFFICER
CODE OF ETHICS REVIEW
COMMITTEE
Adopted effective as of February 14, 2000
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Appendix 6
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ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
I acknowledge that I have received the Code of Ethics (as last amended
on ______ __, 2000), adopted by Heritage Asset Management, Inc. and the Heritage
Family of Investment Companies and represent that I have read the Code of
Ethics, understand the Code of Ethics and will comply with the Code of Ethics.
------------------------------
Access Person Signature
------------------------------
Print Name
Dated: _____________
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Appendix 7
----------
ANNUAL CERTIFICATION OF COMPLIANCE WITH
THE CODE OF ETHICS
I certify that during the past year I have complied with all applicable
provisions of the Code of Ethics (as last amended on ______ __, 2000) adopted by
Heritage Asset Management, Inc. and the Heritage Family of Investment Companies,
including all applicable, disclosure, pre-clearance and reporting requirements.
------------------------------
Access Person Signature
------------------------------
Print Name
Dated: ____________________
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Appendix 8
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REPORT OF SECURITY TRANSACTIONS
FOR QUARTER ENDED ____________
ACCESS PERSONS OTHER THAN INDEPENDENT FUND TRUSTEES: You do not need to report
transactions in 1) direct obligations of the U.S. Government, 2) bankers'
acceptances, bank CDs, commercial paper, high quality short-term debt
instruments, 3) shares of an open-end investment company, and 4) transactions
which you had no direct or indirect influence or control.
INDEPENDENT FUND TRUSTEES: If you are an Independent Fund Trustee, then you only
need to report a transaction if you, at the time of that transaction, knew or,
in the ordinary course of fulfilling your official duties as a Trustee to the
Heritage Funds, should have known that, during the 15-day period immediately
before or after your transaction in a security,
1) the Funds purchased or sold such security or
2) the Funds or their investment adviser considered purchasing
or selling such security.
Disclose all securities transactions for the period covered by this Report:
<TABLE>
<CAPTION>
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Price at
Name/Description of Number Date of Which Principal Bought Name of
Security* Shares Transaction Effected Amount or Sold Broker/Dealer/Bank
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
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* Please disclose the interest rate or maturity date, if applicable.
Did you establish any securities accounts during the period covered by this Report? ___ Yes ___ No
</TABLE>
If Yes, please complete the following:
--------------------------------------------------------------------------------
Date of
Name of Broker Account Opening Account Number
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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____ The above is a record of every transaction in a security or account
opened which I had, or in which I acquired, any direct or indirect
beneficial ownership during the period indicated above.
____ I certify that the Compliance Officer has received confirmations or
account statements pertaining to all transactions executed and that
disclose the information required above, and notice of any accounts
opened, during the period covered by this Report.
____ I have nothing to report for the period covered by this Report.
Date: ____________________ Signature:__________________________________
2
<PAGE>
Appendix 9
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INITIAL PUBLIC OFFERING / PRIVATE PLACEMENT
CLEARANCE FORM
(for the use of the Compliance Officer only)
The Code of Ethics for Heritage and the Heritage Funds prohibits any
acquisition of securities in an initial public offering (other than shares of
open-end investment companies) and private placement by any Investment Person.
In cases of exceptional circumstances, however, investments in such securities
may be permitted. In these instances, a record of the rationale supporting the
approval of such transactions must be completed and retained for a period of 5
years after the end of the fiscal year in which approval is granted. This form
should be used for such record keeping purposes.
Name of Investment Person: _________________________________
Date of Request: _________________________________
Name of IPO / Private Placement: _________________________________
Date of Offering: _________________________________
Number of Shares/Interests _________________________________
Price: _________________________________
Name of Broker/Dealer/Bank _________________________________
___ I have cleared the IPO/Private Placement transaction described above.
Reasons supporting the decision to approve the above transaction:
------------------------------------
Name of Compliance Officer
------------------------------------
Signature of Compliance Officer
------------------------------------
Date
2
