CODE OF ETHICS
FUNDS DISTRIBUTOR, INC.
PREMIER MUTUAL FUND SERVICES, INC.
CODE OF ETHICS
May 1, 2000
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Part A. General (All Employees)
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All employees are expected to help protect and enhance the assets and
reputation of Funds Distributor, Inc. and Premier Mutual Fund Services, Inc.
(together, the "Company"). Every individual with whom we come into contact must
believe in our honesty, integrity and dependability.
In the rapidly evolving businesses in which we are engaged, each
employee is challenged by a complex environment often requiring fast responses
under high pressure. No written policy can definitively state for employees the
appropriate action for all business situations. Accordingly, this Code
emphasizes a norm or standard of conduct that must permeate all business
dealings and relationships rather than a set of specific rules.
Part B of this Code ("Part B") is directed to the particular objective
of compliance with Rule 17j-1 under the Investment Company Act of 1940, as
amended (the "1940 Act") as such provisions are applicable to "Access Persons"
(defined in Part B). Access Persons include, among others, officers of mutual
funds and persons in a position to gain special knowledge about the investment
transactions and investment intentions of a mutual fund. Although the procedural
requirements of Part B apply only to Access Persons, all Company employees
should be familiar with Part B and conduct their personal activities
consistently with the standards set forth in Part B.
All Company employees also should be familiar with and adhere to the
Company's Policy on Insider Trading and Other Misuse of Nonpublic Information
(the "Insider Trading Policy"), which, among other things, requires the
automatic forwarding of employee brokerage statements to the Company's General
Counsel. In addition, this Code requires all employees to adhere to all Company
policies, including, without limitation, those governing equal employment
opportunity, and sexual harassment.
I. Management Responsibility
Managers by virtue of their positions of authority play a particularly
important role in developing the commitment and ability of employees whom they
manage to make sound ethical judgments. This requires recognition of the ethical
issues often inherent in business decisions, analysis of the ethical aspects of
very complex situations, and knowing when to seek assistance in determining the
ethical course of action. Other aspects of ethical leadership include:
(i) Ensuring that your own conduct is above reproach;
(ii) Communicating personal support for, and the seriousness of,
ethical conduct;
(iii) Educating employees in all aspects of ethical conduct;
(iv) Creating an environment that encourages employees to voice
ethical concerns and supporting those who speak out for
honesty and integrity;
(v) Avoiding creating pressures and circumstances which influence
employees to produce results which are not reasonable and
which may inadvertently cloud the judgment of otherwise
ethical employees; and
(vi) Ensuring that claims about our own products and services are
valid and honest while avoiding disparagement or unfair
treatment of competitors.
II. Financial Records and Reporting
Each employee involved in the preparation of the Company's financial
statements, records and reports must do so in accordance with the letter and
spirit of generally accepted accounting standards and all other applicable laws,
regulations and standards. All records must accurately and completely reflect
the financial condition of the Company.
Federal and other laws require accurate recordkeeping and accounting
and impose civil and criminal penalties on individuals and companies that
violate these requirements. Any attempts to create false or misleading records
are forbidden. Both law and company policy require that no undisclosed funds or
accounts shall be established for any purpose. Moreover, Company policy
prohibits any employee from knowingly making a misleading, incomplete or false
statement to an accountant or an attorney in connection with an audit or any
filing with a governmental or regulatory agency.
III. Conflicts of Interest
Every employee must avoid conduct that conflicts, or appears to
conflict, with his or her duty to the Company. All employees should conduct
themselves such that a reasonable observer, whether a client, supplier, fellow
employee, or regulator, would have no grounds for belief that a conflict of
interest exists.
Employees are not permitted to self-deal or otherwise to use their
positions with the Company to further their own or any other related person's
business opportunities. A related person is any family member, any person
residing in the same household as the employee, any person with whom the
employee has a direct or indirect personal relationship, or any organization or
business activity in which the employee has an interest.
From time to time, situations will arise that are not clear-cut. If you
are uncertain about the propriety of your conduct or business relationships
consult your manager. If you determine that a conflict does exist please report
it immediately to the General Counsel of the Company. In either case, you can be
sure that any such discussion will be held in confidence.
Employees should be aware of the following specific guidelines
regarding conflicts of interest:
(A) No employee should use his or her position with the Company or
information acquired during employment in a manner that may
create a conflict, or the appearance of a conflict, between
personal interests and those of the Company. If a conflict or
potential conflict arises, report it immediately to the
General Counsel of the Company.
For example, Company policy does not permit you to:
(1) Accept, directly or indirectly, any money or object
of value from any person or enterprise which has or
is seeking business with the Company which may
affect, or appear to influence, your business
judgment. You should not offer excessive gifts or
entertainment to others whose business the Company
may be seeking. You may accept business-related
meals, entertainment, gifts or favors when the value
involved is not significant and clearly will not
place you under any obligation to the donor.
(2) Accept simultaneous employment with any concern that
does business or competes with the Company, or with
any other concern if that employment would interfere
with your full-time and efficient service as an
employee of the Company. In addition, if a related
person works for a company or firm either in direct
competition with or which does business with the
Company and occupies a position that can influence
decisions affecting lines of business of such other
company or firm which compete with the Company's
businesses or which relate to the business such other
company conducts with the Company, you must disclose
such related person's position on the attached
agreement.
(B) Certain situations require approval before you become
involved. Specifically, you must submit a request to the
General Counsel before you:
(1) Serve as a director, general partner, or officer of
any unaffiliated business organization. This rule
does not apply to charitable, civic, religious,
public, political, or social organizations, the
activities of which do not conflict with the
interests of the Company and do not impose excessive
demands on your time.
(2) Obtain an interest in any enterprise which has or is
seeking to establish business relations with the
Company. However, employees may invest in stock or
other securities of publicly-owned companies.
(C) From time to time situations also occur that must be disclosed
to the Company's General Counsel. Examples of such situations
include:
(1) Business opportunities, commissions or other
financial arrangements that are offered to related
persons by persons or firms that are customers,
vendors, or business partners of the Company. The
Company requires such disclosure to make a
determination of the appropriateness of such offers
beforehand and to prevent even the appearance that
Company employees might be improperly using their
positions in the Company to promote the persona1 or
financial interests of related persons.
(2) Acquisitions of Company property or services on terms
other than those available to the general public or
other than those established by Company policy.
These guidelines are intended to protect both you and the Company from
conflicts of interest, divided loyalties, and situations that create the
perception of impropriety. They will help to prevent you from compromising your
ability to act solely in the Company's interest and aid you in complying with
existing laws and regulations.
IV. Proprietary Information and Trade Secrets
All persons who work for the Company learn, to a greater or lesser
degree, facts about the Company's business methods that are not known to the
general public or to competitors. For example, customer lists, the terms or fees
offered to a particular customer, or marketing or strategic plans, may give the
Company an advantage and must not be disclosed. In addition, such things as
internal processing arrangements or proprietary systems developments must not be
disclosed. These are just a few examples.
Because these trade practices or methods are developed by employees in
the course of their jobs for which the Company pays them a salary, these matters
are the property of the Company, and it is important to the continued success of
the Company that they remain known only to the Company.
Therefore, except as a duly authorized senior officer of the Company
may otherwise consent in writing, you shall not at any time disclose or use,
either during or subsequent to your employment by the Company, any information,
knowledge or data you receive or develop during your employment which is
considered proprietary by the Company. This includes, but is not limited to,
information stored for business purposes on any computer system (e.g.,
mainframes, individual terminals and personal computers) and software used by
the Company.
In addition, no employee shall disclose information which relates to
the Company's secrets as contained in business processes, methods, compositions,
improvements, inventions, discoveries or otherwise, or which the Company has
received in confidence from others. On the other hand, the Company will not ask
you to reveal, and no employee shall disclose to the Company, the proprietary
information or trade secrets of others.
V. Insider Trading
The Company believes that it is inconsistent with its reputation for
integrity (as well as being illegal) for any employee to trade in securities on
the basis of material, nonpublic, or "inside," information about the issuer
obtained as a result of the employee's affiliation with the Company or a client
of the Company, or otherwise.
Employees should consult the Company's Insider Trading Policy for a
more detailed discussion of this issue.
VI. Compliance with Laws and Regulations
The policy of the Company is to comply in all respects with all
applicable rules and regulations of the Securities and Exchange Commission and
the National Association of Securities Dealers, Inc. and with all applicable
federal, state and local laws and regulations in the United States and in any
other countries in which we operate. To this end, the Company has established
and maintained various practices and procedures (including assigning management
oversight responsibilities) which collectively comprise a corporate program
intended to promote ethical behavior of employees and agents and to prevent and
detect criminal conduct. These practices and procedures must be periodically
reviewed and compliance activities properly recorded in order to assure
compliance with applicable standards.
In addition, employees should be sensitive to the various equal
employment opportunity laws and to the Company's strong policy against sexual
harassment.
The Company will exercise due diligence in attempting to detect and to
prevent criminal conduct by employees and agents. In this regard from time to
time the General Counsel may circulate specific laws and regulations because of
their high degree of relevance to your activities. However, all employees are
expected to be familiar with the laws and regulations that relate to the
performance of their jobs and, if in doubt, to seek advice from the General
Counsel as to what those laws and regulations are.
VII. Administration of the Code
The Company's Code of Ethics calls for you to abide by the policies set
forth in this Code. Exceptions to these policies may be granted only by the
General Counsel, who is responsible for the interpretation of the Code.
To the extent that the Company has adopted or in the future may adopt
specific policies pertaining to any of the matters covered in the Code of
Ethics, the Code also mandates your agreement to abide by the terms of such
policies. Neither this Code nor your agreement to abide it is meant to vary or
supersede the regular terms and conditions of your employment by the Company or
to constitute an employment contract.
All employees are required to review the Code of Ethics annually and to
complete, sign and return a statement acknowledging their agreement to abide by
the Code. The Company takes the matters discussed in this Code very seriously.
Violations of the Code may result in disciplinary actions up to and including
termination of employment.
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Part B. Compliance with Rule 17j-1 (Access Persons)
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Part B has been adopted by the Company in compliance with Rule 17j-1
under the 1940 Act with respect to Funds (defined below) for which the Company
serves as principal underwriter ("Client Funds"). The purpose of Part B is to
establish standards and procedures for the detection and prevention of
activities by which persons having knowledge of the investments and investment
intentions of a Client Fund may abuse their fiduciary duties to the Client Fund
or the Company, and otherwise to deal with the types of conflict of interest
situations to which Rule 17j-1 is designed to address.
Although certain provisions of Part B apply only to Access Persons
(defined below), all Company employees must recognize that they are expected to
conduct their personal activities in accordance with the standards set forth in
Part B. Therefore, a Company employee may not engage in any investment
transaction under circumstances in which the Company employee benefits from or
interferes with the purchase or sale of investments by a Client Fund. In
addition, Company employees may not use information concerning the investments
or investment intentions of a Client Fund for personal gain or in a manner
detrimental to the interests of the Client Fund.
Company employees may not engage in conduct that is deceitful,
fraudulent or manipulative, or that involves false or misleading statements, in
connection with the purchase or sale of investments by a Client Fund. In this
regard, Company employees should recognize that Rule 17j-1 makes it unlawful for
any principal underwriter of a Fund, or any affiliated person of such principal
underwriter, directly or indirectly, in connection with the purchase or sale,
directly or indirectly, by the person of a Security Held or to be Acquired
(defined below) by the Fund to:
(i) employ any device, scheme or artifice to defraud the Fund;
(ii) make any untrue statement of a material fact to the Fund or
omit to state to the Fund a material fact necessary in order
to make the statements made, in light of the circumstances
under which they are made, not misleading;
(iii) engage in any act, practice or course of business that
operates or would operate as a fraud or deceit upon the Fund;
or
(iv) engage in any manipulative practice with respect to the Fund.
Company employees should also recognize that a violation of this Code
or of Rule 17j-1 may result in the imposition of: (1) sanctions as provided by
Section VI below; or (2) administrative, civil and, in certain cases, criminal
fines, sanctions or penalties.
I. Applicability
The only persons subject to the prohibited transaction and reporting
provisions of Part B (Sections III and V) are those Company employees who are
Access Persons.
II. Definitions
(A) "Access Person" means (i) any director, officer, general
partner or Advisory Person of a Fund or (ii) any director,
officer, general partner of the Company who, in the ordinary
course of business, makes, participates in or obtains
information regarding, the purchase or sale of Covered
Securities by a Client Fund, or whose functions or duties in
the ordinary course of business relate to the making of any
recommendation to the Client Fund regarding the purchase or
sale of Covered Securities.
For purposes of Part B, Access Persons do not include persons
within the definition of Access Person solely though a
relationship with a Fund that is a money market fund or whose
series consist only of money market funds.
(B) An "Advisory Person" of a Fund means: (i) any officer or
employee of the Fund who, in connection with his or her
regular functions or duties, makes, participates in, or
obtains information regarding the purchase or sale of Covered
Securities by the Fund, or whose functions relate to the
making of any recommendations with respect to the purchases or
sales; or (ii) any natural person in a Control relationship to
the Fund who obtains information concerning recommendations
made to the Fund with regard to the purchase or sale of
Covered Securities by the Fund.
(C) "Beneficial Ownership" is interpreted in the same manner as it
would be under Rule 16a-1(a)(2) under the Securities Exchange
Act of 1934 (the "1934 Act") in determining whether a person
is a beneficial owner of a security for purposes of Section 16
of the 1934 Act and the rules and regulations thereunder.
(D) "Compliance Officer" means the General Counsel of the Company or
his or her designate.
(E) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the 1940 Act.
(F) "Covered Security" means a security as defined in Section 2(a)(36) of
the 1940 Act, to wit: 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
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any of the foregoing.
References to a Covered Security in Part B shall be deemed to include any
warrant for, option in, or security immediately convertible into that Covered
Security, and shall also include any instrument that has an investment return or
value that is based, in whole or in part, on that Covered Security.
Covered Securities do not include: (i) direct obligations of
the Government of the United States; (ii) bankers'
acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments, including
repurchase agreements; and (iii) shares issued by open-end
Funds.
(G) A "Fund" means an investment company registered under the 1940 Act.
(H) "Security Held or to be Acquired" by a Fund means: (i) any
Covered Security that, within the most recent 15 days: (A) is
or has been held by the Fund; or (B) is being or has been
considered by the Fund or its investment adviser for purchase
by the Fund; and (ii) any option to purchase or sell, and any
security convertible into or exchangeable for, a Covered
Security described in this paragraph (H).
III. Prohibited Transactions
(A) An Access Person may not purchase or otherwise acquire direct or
indirect Beneficial Ownership of any Covered Security, and may not sell or
otherwise dispose of any Covered Security in which he or she has direct or
indirect Beneficial Ownership, if he or she knows at the time of entering into
the transaction that: (1) a Fund has purchased or sold the Covered Security
within the last 15 calendar days, or is purchasing or selling or intends to
purchase or sell the Covered Security in the next 15 calendar days; or (2) a
Fund has within the last 15 calendar days considered purchasing or selling the
Covered Security or within the next 15 calendar days intends to consider
purchasing or selling the Covered Security, unless such Access Person obtains
advance clearance of such transaction pursuant to Section IV.
(B) The prohibitions of this Section do not apply to:
(1) Purchases that are made by reinvesting cash dividends
pursuant to an automatic dividend reinvestment
program ("DRIP") (this exception does not apply,
however, to optional cash purchases pursuant to a
DRIP).
(2) Purchases of rights issued by an issuer pro rata to
all holders of a class of its securities, if such
rights were acquired from such issuer, and the
exercise of such rights.
(3) Transactions in futures contracts on U.S. Treasury
obligations (and related options) effected on a U.S.
commodities exchange.
(4) Involuntary (i.e., non-volitional) purchases and sales of
Covered Securities.
(5) Transactions in an account over which the Access
Person does not exercise, directly or indirectly, any
influence or control.
(6) Purchases or sales of Covered Securities that are not eligible for
purchase or sale by any Client Fund.
(7) "De minimis" transactions, defined as any purchase or
sale of a Covered Security by an Access Person where
(i) the security is included in the Standard & Poor's
500 Composite Stock Price Index (the "S&P 500") or
whose market capitalization and average daily trading
volume substantially similar to securities included
in the S&P 500; and (ii) the transaction involves no
more $5,000.
If, during any two consecutive calendar quarters,
aggregate purchase or sale transactions by the Access
Person in shares of the same issuer exceed a
cumulative value of $15,000, subsequent transactions
in the issuer's securities shall no longer be
regarded as "de minimis" transactions.
(C) The prohibitions of this Section, the pre-clearance requirements of
Section IV, and the reporting requirements of Section V apply to securities
acquired or disposed of in non-brokered transactions, such as purchases and
sales of securities in a private offering and securities acquired directly from
an issuer (other than DRIP purchases and the purchase or exercise of rights in
accordance with clause (B)(1) or (B)(2) above).
IV. Pre-clearance Procedures
(A) From Whom Obtained.
Pre-clearance of a personal transaction in a Covered Security required
to be pre-cleared pursuant to Section III above must be obtained from the
Compliance Officer. A Compliance Officer seeking pre-clearance with respect to
his or her own transaction shall obtain such clearance from the General Counsel,
or, if such person is the General Counsel or the General Counsel is unavailable,
from an Executive Vice President who is also a registered principal.
(B) Time of Clearance.
(1) Access Persons may pre-clear trades only in cases
where they have a present intention to effect a
transaction in the Covered Security for which
pre-clearance is sought. It is not appropriate for an
Access Person to obtain a general or open-ended
pre-clearance to cover the eventuality that he or she
may buy or sell a Covered Security at some future
time.
(2) Pre-clearance of a trade shall be valid and in effect
only for a period of 24 hours from the time
pre-clearance is given; provided, however, that a
pre-clearance expires upon the person becoming aware
of facts or circumstances that would prevent a
proposed trade from being pre-cleared were such facts
or circumstances made known to the Compliance
Officer.
(C) Form.
Clearance must be obtained in writing by completing and
signing the form provided for that purpose by the Company,
which form shall set forth the details of the proposed
transaction, and obtaining the signature of a Clearing
Officer.
V. Reports by Access Persons
(A) Initial Holdings Reports.
Within ten (10) days after the person becomes an Access
Person, each Access Person shall make a written report of his
or her current holdings to the Compliance Officer (an "Initial
Holdings Report").
A Initial Holdings Report shall be on a report form approved
by the Compliance Officer and must contain the following
information:
(1) The title, number of shares and principal amount of
each Covered Security in which the Access Person had
any direct or indirect beneficial ownership when the
person became an Access Person;
(2) The name of any broker, dealer or bank with whom the
Access Person maintained an account in which any
securities were held for the direct or indirect
benefit of the Access Person as of the date the
person became an Access Person; and
(3) The date that the report is submitted by the Access
Person.
(B) Quarterly Transaction Reports.
Within ten (10) days after the end of each calendar quarter,
each Access Person shall make a written report to the
Compliance Officer of all transactions occurring in the
quarter by which he or she acquired or disposed of a direct or
indirect Beneficial Ownership in any Covered Security (a
"Quarterly Securities Transaction Report").
A Quarterly Securities Transaction Report shall be on a report
form approved by the Compliance Officer and must contain the
following information with respect to each reportable
transaction:
(1) The date of the transaction, the title, the interest
rate and maturity date (if applicable), the number of
shares and the principal amount of each Covered
Security involved;
(2) The nature of the transaction (i.e., purchase, sale
or any other type of acquisition or disposition);
(3) The price of the Covered Security at which the
transaction was effected;
(4) The name of the broker, dealer or bank with or
through which the transaction was effected; and
(5) The date that the report is submitted by the Access
Person.
A Quarterly Securities Transaction Report may contain a
statement that the report is not to be construed as an
admission that the person making it has or had any direct or
indirect Beneficial Interest in any Covered Security to which
the report relates.
Alternative reporting:
A Quarterly Securities Transaction Report may consist of
broker trade confirmations or account statements or similar
material received by the Company with respect to the Access
Person if all of the required information is contained in this
material and such material is received within the required
time period.
To the extent a Company employee is deemed an Access Person
hereunder solely because of an official capacity with a Client
Fund (i.e., officership or directorship), he or she may comply
with the requirements to file Quarterly Securities Transaction
Report to the extent the Access Person has filed a similar
report with the Fund so long as (1) the Access Person submits
to the Compliance Officer a copy of such report at the time of
submission to the Client Fund and (2) the form of such report
is sufficient in the view of the Compliance Officer and is
otherwise consistent with Rule 17j-1.
(C) Annual Holdings Reports.
Annually, each Access Person shall make a written report of
his or her current holdings to the Compliance Officer (an
"Annual Holdings Report").
An Annual Holdings Report shall be on a report form approved
by the Compliance Officer and must contain the following
information (which information must be current as of a date no
more than 30 days before the report is submitted):
(1) The title, number of shares and principal amount of
each Covered Security in which the Access Person had
any direct or indirect beneficial ownership;
(2) The name of any broker, dealer or bank with whom the
Access Person maintains an account in which any
securities are held for the direct or indirect
benefit of the Access Person; and
(3) The date that the report is submitted by the Access
Person.
(D) Responsibility to Report.
It is the responsibility of each Access Person to take the
initiative to comply with the requirements of this Section V.
Any effort by the Company to facilitate the reporting process
does not change or alter that responsibility.
VI. Sanctions
Any violation of Part B shall be subject to the imposition of such
sanctions by the Company as may be deemed appropriate under the circumstances to
achieve the purposes of Rule 17j-1 and Part B. The sanctions to be imposed shall
be determined by Company. Sanctions may include, but are not limited to,
suspension or termination of employment or a letter of censure.
VII. Administration and Construction of Part B
(A) The administration of Part B shall be the responsibility of the
Compliance Officer.
(B) The duties of the Compliance Officer are as follows:
(1) Continuous maintenance of a current list of the names
of all Access Persons with an appropriate description
of their title or employment, and informing all
Access Persons of their reporting obligations
hereunder;
(2) On an annual basis, providing every Access Person
with a copy of Part B and informing such persons of
their duties and obligations under Part B;
(3) Maintaining or supervising the maintenance of all
records and reports required by Part B;
(4) Issuance either personally or with the assistance of
counsel as may be appropriate, of any interpretation
of Part B that may appear consistent with the
objectives of Rule 17j-1 and Part B;
(5) Conduct of such inspections or investigations as
shall reasonably be required to detect and report,
with recommendations, any apparent violations of Part
B to Client Funds as appropriate; and
(6) Submission to the Board of Directors of each Fund
that has approved the Code of any material change to
the Code promptly, and in no case later than six
months after adoption of such change.
(C) The Compliance Officer shall maintain and cause to be
maintained in an easily accessible place at its principal
place of business, the following records:
(1) A copy of each code of ethics for the organization
that is in effect, or at any time within the past
five years was in effect;
(2) A record of any violation of Part B, and of any
action taken as a result of the violation for at
least five years after the end of the fiscal year in
which the violation occurs;
(3) A copy of each report made by an Access Person as
required by this section, including any information
provided in lieu of the reports under Section V
(alternative reporting), for at least five years
after the end of the fiscal year in which the report
is made or the information is provided;
(4) A record of all persons, currently or within the past
five years, who are or were required to make reports
under Part B, or who are or were responsible for
reviewing these reports; and
(5) A copy of each report required by Section VIII(B)
below for at least five years after the end of the
fiscal year in which it is made.
VIII. Certification
(A) In connection with the approval of the Code or any amendment thereto by
the Board of Directors of a Client Fund, the Company must furnish to the Board a
written report that certifies that the Company has adopted procedures reasonably
necessary to prevent Access Persons from violating the Code; provided, however,
that this requirement does not apply to the Company with -------- -------
respect to any particular Fund unless (i) the Company is an affiliated person of
the Fund or of the Fund's investment adviser; or (ii) an officer, director or
general partner of the Company serves as an officer, director or general partner
of the Fund or of the Fund's investment adviser.
(B) No less frequently than annually, the Company must furnish to the Board
of Directors for each Client Fund a written report that: (A) describes any
issues arising under the Code since the last report to the Board of Directors,
including, but not limited to, information about material violations of the Code
or procedures and sanctions imposed in response to material violations, and (B)
certifies that the Company has adopted procedures reasonably necessary to
prevent Access Persons from violating the Code; provided, however, that this
requirement does -------- ------- not apply to the Company with respect to any
particular Fund unless (i) the Company is an affiliated person of the Fund or of
the Fund's investment adviser; or (ii) an officer, director or general partner
of the Company serves as an officer, director or general partner of the Fund or
of the Fund's investment adviser.
