JOHN MCSTAY INVESTMENT COUNSEL
CODE OF ETHICS
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Effective July 15, 2000
I. DEFINITIONS
A. "Access Person" with respect to John McStay Investment Counsel
("JMIC") means any director, officer, general partner or Advisory
Person of JMIC. "Access Person" with respect to Pembrook Securities,
Inc. ("Pembrook") means any director, officer or general partner of
Pembrook who, in the ordinary course of business, makes, participates
in or obtains information regarding the purchase or sale of securities
by a Fund for which Pembrook acts as principal underwriter or whose
functions or duties in the ordinary course of business relate to the
making of any recommendation with respect to purchases or sales of
securities.
B. "Adviser" means JMIC.
C. "Advisory Person" means (i) any officer or employee of the Adviser or
any company in a control relationship to the Adviser who, in
connection with his or her regular functions or duties, makes,
participates in or obtains information regarding the purchase or sale
of a Covered Security by an Investment Company, or whose functions
relate to the making of any recommendations with respect to such
purchases or sales; and (ii) any natural person in a control
relationship to the Adviser who obtains information concerning the
recommendations made to an Investment Company with regard to the
purchase or sale of a Covered Security.
D. "Beneficial ownership" of a security shall be interpreted in the same
manner as it would be under Rule 16a-1 (a) (2) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), in determining
whether a person is the beneficial owner of a security for purposes of
Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
E. "Board of Trustees" means the board of trustees, including a majority
of the disinterested trustees, of any Investment Company for which an
Adviser serves as an investment adviser, sub-adviser or principal
underwriter.
F. "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Investment Company Act of 1940, as amended (the
"Investment Company Act"). Section 2(a)(9) generally 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.
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G. "Covered Security" means a security as defined in Section 2(a) (36) of
the Investment Company Act, except that it does not include: (i)
direct obligations of the Government of the United States; (ii)
banker's acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments (any instrument having a
maturity at issuance of less than 366 days and that is in one of the
two highest rating categories of a nationally recognized statistical
rating organization), including repurchase agreements; and (iii)
shares of registered open-end investment companies.
H. "Distributor" means Pembrook.
I. "Initial Public Offering" means an offering of securities registered
under the Securities Act of 1933, the issuer of which, immediately
before the registration, was not subject to the reporting requirements
of Sections 13 or 15(d) of the Exchange Act.
J. "Investment Company" means a company registered as such under the
Investment Company Act, or any series thereof, for which the Adviser
is the investment adviser, sub-adviser or principal underwriter.
K. "Investment Personnel" of the Adviser means (i) any employee of the
Adviser (or of any company in a control relationship to the Adviser)
who, in connection with his or her regular functions or duties, makes
or participates in making recommendations regarding the purchase or
sale of securities by an Investment Company or (ii) any natural person
who controls the Adviser and who obtains information concerning
recommendations made to an Investment Company regarding the purchase
or sale of securities by an Investment Company.
L. A "Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2)
or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 under
the Securities Act of 1933.
M. "Purchase or sale of Covered Security" includes, among other things,
the writing of an option to purchase or sell a Covered Security or any
security that is exchangeable for or convertible into another
security.
N. "Review Officer" means the officer of the Adviser or Distributor, or
both as applicable, designated from time to time by the Adviser and/or
Distributor, as the case may be, to receive and review reports of
purchases and sales by Access Persons. The term "Alternative Review
Officer" shall mean the officer of the Adviser or Distributor
designated from time to time by the Adviser or Distributor, as
applicable, to receive and review reports of purchases and sales by
the Review Officer, and who shall act in all respects in the manner
prescribed herein for the Review Officer. It is recognized that a
different Review Officer and Alternative Review Officer may be
designated with respect to Adviser or Distributor.
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O. A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated and, with respect to the person making the
recommendation, when such person seriously considers making such a
recommendation. With respect to an analyst of the Adviser, the
foregoing period shall commence on the day that he or she decides to
recommend the purchase or sale of the security to the Adviser for an
Investment Company.
P. A security is "held or to be acquired" if within the most recent 15
days it (1) is or has been held by the Investment Company, or (2) is
being or has been considered by the Adviser for purchase by the
Investment Company.
II. LEGAL REQUIREMENTS
Section 17(j) of the Investment Company Act provides, among other things,
that it is unlawful for any affiliated person of the Adviser and certain persons
of the Distributor to engage in any act, practice or course of business in
connection with the purchase or sale, directly or indirectly, by such person of
any security held or to be acquired by an Investment Company in contravention of
such rules and regulations as the Securities and Exchange Commission (the
"Commission") may adopt to define and prescribe means reasonably necessary to
prevent such acts, practices or courses of business as are fraudulent, deceptive
or manipulative. Pursuant to Section 17(j), the Commission has adopted Rule
17j-1 which provides, among other things, that it is unlawful for any affiliated
person of the Adviser and/or Distributor in connection with the purchase or
sale, directly or indirectly, by such person of a Covered Security held or to be
acquired by an Investment Company:
(1) To employ any device, scheme or artifice to defraud such
Investment Company;
(2) To make any untrue statement of a material fact to such
Investment Company or omit to state a material fact necessary in
order to make the statements made to such Investment Company, in
light of the circumstances under which they are made, not
misleading;
(3) To engage in any act, practice, or course of business
that operates or would operate as a fraud or deceit upon any such
Investment Company; or
(4) To engage in any manipulative practice with respect to
such Investment Company.
III. STATEMENT OF POLICY
It is the policy of both the Adviser and Distributor that no Access Person
shall engage in any act, practice or course of conduct that would violate the
provisions of Rule 17j-1. The fundamental position of the Adviser and
Distributor is, and has been, that each Access Person
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shall place at all times the interests of each Investment Company and its
shareholders first in conducting personal securities transactions. Accordingly,
private securities transactions by Access Persons of the Adviser and/or
Distributor, as the case may be, must be conducted in a manner consistent with
this Code and so as to avoid any actual or potential conflict of interest or any
abuse of an Access Person's position of trust and responsibility. Further,
Access Persons should not take inappropriate advantage of their positions with,
or relationship to, any Investment Company, the Adviser or any affiliated
company.
Without limiting in any manner the fiduciary duty owed by Access Persons to
the Investment Companies or the provisions of this Code, it should be noted that
the Adviser, Distributor and the Investment Companies consider it proper that
purchases and sales be made by Access Persons in the marketplace of securities
owned by the Investment Companies; provided, however, that such securities
transactions comply with the spirit of, and the specific restrictions and
limitations set forth in, this Code. Such personal securities transactions
should also be made in amounts consistent with the normal investment practice of
the person involved and with an investment, rather than a trading, outlook. Not
only does this policy encourage investment freedom and result in investment
experience, but it also fosters a continuing personal interest in such
investments by those responsible for the continuous supervision of the
Investment Companies' portfolios. It is also evidence of confidence in the
investments made. In making personal investment decisions with respect to any
security, however, extreme care must be exercised by Access Persons to ensure
that the prohibitions of this Code are not violated. Further, personal investing
by an Access Person should be conducted in such a manner so as to eliminate the
possibility that the Access Person's time and attention is being devoted to his
or her personal investments at the expense of time and attention that should be
devoted to management of an Investment Company's portfolio. It bears emphasis
that technical compliance with the procedures, prohibitions and limitations of
this Code will not automatically insulate from scrutiny personal securities
transactions which show a pattern of abuse by an Access Person of his or her
fiduciary duty to any Investment Company.
IV. EXEMPTED TRANSACTIONS
The Statement of Policy set forth above shall be deemed not to be violated
by and the prohibitions of Section V of this Code shall not apply to:
A. Purchases or sales of securities effected for, or held in, any
account over which the Access Person has no direct or indirect
influence or control;
B. Purchases or sales of securities which are not eligible for
purchase or sale by an Investment Company;
C. Purchases or sales of securities which are non-volitional on the
part of either the Access Person or an Investment Company;
D. Purchases or sales of securities which are part of an automatic
dividend reinvestment, cash purchase or withdrawal plan provided
that no adjustment is made by the Access Person to the rate at
which securities are purchased or sold,
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as the case may be, under such a plan during any period in which
the security is being considered for purchase or sale by an
Investment Company;
E. Purchases of securities effected upon the exercise of rights
issued by an issuer pro --- rata to all holders of a class of its
securities, to the extent such rights were acquired from such
issuer, and sales of such rights so acquired;
F. Tenders of securities pursuant to tender offers which are
expressly conditioned on the tender offer's acquisition of all of
the securities of the same class;
G. Other purchases or sales which, due to factors determined by the
Adviser, only remotely potentially impact the interests of an
Investment Company because the securities transaction involves a
small number of shares of an issuer with a large market
capitalization and high average daily trading volume or would
otherwise be very unlikely to affect a highly institutional
market.
V. PROHIBITED PURCHASES AND SALES
A. While the scope of actions which may violate the Statement of Policy
set forth above cannot be exactly defined, such actions would always
include at least the following prohibited activities:
(1) No Access Person of the Adviser or the Distributor shall
purchase or sell, directly or indirectly, any Covered Security in
which he or she has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership and which to his or her actual
knowledge at the time of such purchase or sale the Covered Security:
(i) is being considered for purchase or sale by an
Investment Company; or
(ii) is being purchased or sold by an Investment Company.
(2) No Access Person of the Adviser or Distributor shall reveal
to any other person (except in the normal course of his or her duties
on behalf of an Investment Company) any information regarding
securities transactions by an Investment Company or consideration by
an Investment Company, the Adviser and/or Distributor of any such
securities transaction.
(3) No Access Person of the Adviser or Distributor shall engage
in, or permit anyone within his or her control to engage in, any act,
practice or course of conduct which would operate as a fraud or deceit
upon, or constitute a manipulative practice with respect to, an
Investment Company or an issuer of a any security owned by an
Investment Company.
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(4) No Access Person of the Adviser or Distributor shall enter an
order for the purchase or sale of a Covered Security which an
Investment Company is purchasing or selling or considering for
purchase or sale until the later of (7) days after the Investment
Company's transaction in that Covered Security is completed or (2)
after the Investment Company is no longer considering the security for
purchase or sale, unless the Review Officer determines that it is
clear that, in view of the nature of the Covered Security and the
market for such Covered Security, the order of the Access Person of
the Adviser or Distributor will not adversely affect the price paid or
received by the Investment Company. Any securities transactions by an
Access Person of the Adviser or Distributor in violation of this
Subsection D must be unwound, if possible, and the profits, if any,
will be subject to disgorgement based on the assessment of the
appropriate remedy as determined by the Adviser or Distributor.
(5) No Access Person of the Adviser or Distributor shall, in the
absence of prior approval by the Review Officer, sell any Covered
Security that was purchased, or purchase a Covered Security that was
sold, within the prior 30 calendar days (measured on a last-in
first-out basis).
(6) No Access Person of the Adviser or Distributor shall directly
or indirectly acquire beneficial ownership in any securities in an
Initial Public Offering or in a Limited Offering.
B. In addition to the foregoing, the following provision will apply to
Investment Personnel of the Adviser:
(1) No Investment Personnel shall accept any gift or personal
benefit valued in excess of such de minimis amount established by the
Adviser from time to time in its discretion (currently this amount is
$100 annually) from any single person or entity that does business
with or on behalf of an Investment Company. Gifts of a de minimis
value (currently these gifts are limited to gifts whose reasonable
value is no more than $100 annually from any single person or entity),
and customary business lunches, dinners and entertainment at which
both the Investment Personnel and the giver are present, and
promotional items of de minimis value may be accepted. Any
solicitation of gifts or gratuities is unprofessional and is strictly
prohibited.
(2) No Investment Personnel shall serve on the board of directors
of any publicly traded company, absent prior written authorization and
determination by the Review Officer that the board service would be
consistent with the interests of the Investment Companies and their
shareholders. Such interested Investment Personnel may not participate
in the decision for any Investment Company to purchase and sell
securities of such company. In addition, Investment Personnel must
comply with any additional restrictions or prohibitions that may be
adopted by the Adviser from time to time.
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VI. BROKERAGE ACCOUNTS
Access Persons of the Adviser and Distributor are required to direct their
brokers to supply for the Review Officer on a timely basis duplicate copies of
confirmations of all securities transactions in which the Access Person has a
beneficial ownership interest and related periodic statements, whether or not
one of the exemptions listed in Section IV applies. If an Access Person is
unable to arrange for duplicate copies of confirmations and periodic account
statements to be sent to the Review Officer, he or she must immediately notify
the Review Officer.
VII. PRECLEARANCE PROCEDURE
With such exceptions and conditions as the Adviser or Distributor deems to
be appropriate from time to time and consistent with the purposes of this Code
(for example, exceptions based on an issuer's market capitalization, the amount
of public trading activity in a security, the size of a particular transaction
or other factors), prior to effecting any securities transactions in which an
Access Person of the Adviser or Distributor has a beneficial ownership interest,
the Access Person of the Adviser or Distributor must receive approval by the
Adviser or Distributor, as appropriate. Any approval is valid only for a 24 hour
period after the approval has been obtained. If an Access Person is unable to
effect the securities transaction during such period, he or she must re-obtain
approval prior to effecting the securities transaction.
The Adviser or Distributor, as appropriate, will decide whether to approve
a personal securities transaction for an Access Person after considering the
specific restrictions and limitations set forth in, and the spirit of, this Code
of Ethics, including whether the security at issue is being considered for
purchase or sale for an Investment Company. The Adviser or Distributor is not
required to give any explanation for refusing to approve a securities
transaction.
VIII.REPORTING
A. Every Access Person of each of the Adviser and Distributor shall
report to the Review Officer the information (1) described in Section
VIII-C of this Code with respect to transactions in any Covered
Security in which such Access Person has, or by reason of such
transaction acquires or disposes of, any direct or indirect beneficial
ownership in the Covered Security or (2) described in Sections VIII-D
or VIII-E of this Code with respect to securities holdings
beneficially owned by the Access Person.
B. Notwithstanding Section VIII-A of this Code, an Access Person of the
Adviser or Distributor need not make a report where the report would
duplicate information recorded pursuant to Rules 204-2(a)(12) or
204-2(a)(13) under the Investment Advisers Act of 1940 or if the
report would duplicate information contained in broker trade
confirmations or account statements received by the Review Officer and
all of the information required by Section VIII-C, D or E is contained
in such confirmations or account statements. The quarterly transaction
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reports required under Section VIII-A(1) shall be deemed made with
respect to (1) any account where the Access Person has made provisions
for transmittal of all daily trading information regarding the account
to be delivered to the designated Review Officer for his or her review
or (2) any account maintained with the Adviser or an affiliate. With
respect to Investment Companies for which the Adviser does not act as
investment adviser or sub-adviser, or the Distributor does not act as
principal underwriter, reports required to be furnished by officers
and trustees of such Investment Companies who are Access Persons of
the Adviser or Distributor must be made under Section VIII-C of this
Code and furnished to the designated review officer of the relevant
investment adviser.
C. Quarterly Transaction Reports. Unless quarterly transaction reports
are deemed to have been made under Section VIII-B of this Code, every
quarterly transaction report shall be made not later than 10 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:
(1) The date of the transaction, the title, the interest
rate and maturity date (if applicable), class and 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
whom the transaction was effected;
(5) The date that the report was submitted by the Access
Person; and
(6) With respect to any account established by an Access
Person in which any securities were held during the quarter for
the direct or indirect benefit of the Access Person:
(1) The name of the broker, dealer or bank with whom
the Access Person established the account;
(2) The date the account was established; and
(3) The date that the report was submitted by the
Access Person.
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D. Initial Holdings Reports. No later than 10 days after becoming an
Access Person, each Access Person must submit a report containing 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.
E. Annual Holdings Reports. Between January 1st and January 30th of each
calendar year, every Access Person shall submit 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 Covered
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.
F. If no transactions in any securities required to be reported under
Section VIII-A(1) were effected during a quarterly period by an Access
Person of the Adviser or Distributor, such Access Person shall report
to the Review Officer not later than 10 days after the end of such
quarterly period stating that no reportable securities transactions
were effected.
G. These reporting requirements shall apply whether or not one of the
exemptions listed in Section IV applies except that an Access Person
of the Adviser or Distributor shall not be required to make a report
with respect to securities transactions effected for, and any Covered
Securities held in, any account over which such Access Person does not
have any direct or indirect influence or control.
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H. Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that (1) he
or she has or had any direct or indirect beneficial ownership in the
Covered Security to which the report relates (a "Subject Security") or
(2) he or she knew or should have known that the Subject Security was
being purchased or sold, or considered for purchase or sale, by an
Investment Company on the same day.
IX. APPROVAL OF CODE OF ETHICS AND AMENDMENTS TO THE CODE OF ETHICS
The Board of Trustees of each Investment Company shall approve this Code of
Ethics. Any material amendments to this Code of Ethics must be approved by the
Board of Trustees of each Investment Company no later than six months after the
adoption of the material change. Before their approval of this Code of Ethics
and any material amendments hereto, the Adviser and Distributor each shall
provide a certification to the Board of Trustees of each such Investment Company
that the Adviser and Distributor each has adopted procedures reasonably
necessary to prevent Access Persons from violating the Code of Ethics.
X. ANNUAL CERTIFICATION OF COMPLIANCE
Each Access Person of the Adviser and/or Distributor shall certify to the
Review Officer annually on the form annexed hereto as Form A that he or she (A)
has read and understands this Code of Ethics and any procedures that are adopted
by the Adviser and/or Distributor, as applicable, relating to this Code, and
recognizes that he or she is subject thereto; (B) has complied with the
requirements of this Code of Ethics and such procedures; (C) has disclosed or
reported all personal securities transactions and beneficial holdings in Covered
Securities required to be disclosed or reported pursuant to the requirements of
this Code of Ethics and any related procedures.
XI. CONFIDENTIALITY
All reports of securities transactions, holding reports and any other
information filed with the Adviser and/or Distributor, as applicable, pursuant
to this Code shall be treated as confidential, except that reports of securities
transactions and holdings reports hereunder will be made available to the
Investment Companies and to the Commission or any other regulatory or
self-regulatory organization to the extent required by law or regulation or to
the extent the Adviser and/or Distributor, as applicable, considers necessary or
advisable in cooperating with an investigation or inquiry by the Commission or
any other regulatory or self-regulatory organization.
XII. REVIEW OF REPORTS
A. The Review Officer shall be responsible for the review of the
quarterly transaction reports required under VIII-C and VIII-F, and
the initial and annual holdings reports required under Sections VIII-D
and VIII-E, respectively, of this
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Code of Ethics. In connection with the review of these reports, the
Review Officer or the Alternative Review Officer shall take
appropriate measures to determine whether each reporting person has
complied with the provisions of this Code of Ethics and any related
procedures adopted by the Adviser and/or Distributor, as applicable.
B. On an annual basis, the Review Officer shall prepare for the Board of
Trustees of each Investment Company and the Board of Trustees of each
Investment Company shall consider:
(1) A report on the level of compliance during the previous
year by all Access Persons with this Code and any related
procedures adopted by the Adviser and/or Distributor, as
applicable, including without limitation the percentage of
reports timely filed and the number and nature of all material
violations and sanctions imposed in response to material
violations. An Alternative Review Officer shall prepare reports
with respect to compliance by the Review Officer;
(2) A report identifying any recommended changes to existing
restrictions or procedures based upon the Adviser's and/or
Distributor's, as applicable, experience under this Code,
evolving industry practices and developments in applicable laws
or regulations; and
(3) A report certifying to the Board of Trustees that the
Adviser and Distributor have adopted procedures that are
reasonably necessary to prevent Access Persons from violating
this Code of Ethics.
XIII.SANCTIONS
Upon discovering a violation of this Code, the Adviser and/or Distributor,
as applicable, may impose such sanction(s) as it deems appropriate, including,
among other things, a letter of censure, suspension or termination of the
employment of the violator and/or restitution to the affected Investment Company
of an amount equal to the advantage that the offending person gained by reason
of such violation. In addition, as part of any sanction, the Adviser and/or
Distributor, as applicable, may require the Access Person or other individual
involved to reverse the trade(s) at issue and forfeit any profit or absorb any
loss from the trade. It is noted that violations of this Code may also result in
criminal prosecution or civil action. All material violations of this Code and
any sanctions imposed with respect thereto shall be reported periodically to the
Board of Trustees of the Investment Company with respect to whose securities the
violation occurred.
XIV. INTERPRETATION OF PROVISIONS
The Adviser and/or Distributor, as applicable, may from time to time adopt
such interpretations of this Code as it deems appropriate.
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XV. IDENTIFICATION OF ACCESS PERSONS AND INVESTMENT PERSONNEL
The Adviser shall identify all persons who are considered to be its Access
Persons and Investment Personnel, and shall inform such persons of their
respective duties and provide them with copies of this Code and any related
procedures adopted by the Adviser. The Distributor shall identify all persons
who are considered to be its Access Persons and shall inform such persons of
their respective duties and provide them with copies of this Code and any
related procedures adopted by the Distributor.
XVI. EXCEPTIONS TO THE CODE
Although exceptions to the Code will rarely, if ever, be granted, a
designated Officer of the Adviser and/or Distributor, as applicable, after
consultation with the Review Officer, may make exceptions on a case by case
basis, from any of the provisions of this Code upon a determination that the
conduct at issue involves a negligible opportunity for abuse or otherwise merits
an exception from the Code. All such exceptions must be received in writing by
the person requesting the exception before becoming effective. The Review
Officer shall report any exception to the Board of Trustees of the Investment
Company with respect to which the exception applies at its next regularly
scheduled Board meetings.
XVII.RECORDS
Each of the Adviser and the Distributor shall maintain records in the
manner and to the extent set forth below, which records may be maintained on
microfilm under the conditions described in Rule 31a-2(f)(1) and Rule 17j-1
under the Investment Company Act and shall be available for examination by
representatives of the Commission.
A. A copy of this Code and any other code which is, or at any time within
the past five years has been, in effect shall be preserved for a
period of not less than five years in an easily accessible place;
B. A record of any violation of this Code and of any action taken as a
result of such violation shall be preserved in an easily accessible
place for a period of not less than five years following the end of
the fiscal year in which the violation occurs;
C. A copy of each initial holdings report, annual holdings report and
quarterly transaction report made by an Access Person pursuant to this
Code (including any brokerage confirmation or account statements
provided in lieu of the reports) shall be preserved for a period of
not less than five years from the end of the fiscal year in which it
is made, the first two years in an easily accessible place;
D. A list of all persons who are, or within the past five years have
been, required to make initial holdings, annual holdings or quarterly
transaction reports pursuant to this Code shall be maintained in an
easily accessible place;
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E. A list of all persons, currently or within the past five years who are
or were responsible for reviewing initial holdings, annual holdings or
quarterly transaction reports shall be maintained in an easily
accessible place;
F. A record of any decision and the reason supporting the decision to
approve the acquisition by Investment Personnel of Initial Public
Offerings and Limited Offerings shall be maintained for at least five
years after the end of the fiscal year in which the approval is
granted; and
G. A copy of each report required by Section XII-B of this Code must be
maintained for at least five years after the end of the fiscal year in
which it was made, the first two years in an easily accessible plan.
XVIII. SUPPLEMENTAL COMPLIANCE AND REVIEW PROCEDURES
The Adviser and/or Distributor may establish, in its discretion,
supplemented compliance and review procedures (the "Procedures") that are in
addition to those set forth in this Code in order to provide additional
assurance that the purposes of this Code are fulfilled and/or assist the Adviser
and/or Distributor in the administration of this Code. The Procedures may be
more, but shall not be less, restrictive than the provisions of this Code. The
Procedures, and any amendments thereto, do not require the approval of the Board
of Trustees of an Investment Company.
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