<PAGE>
REVQUAL INDEX-PLUS INVESTORS, L.L.C.
CODE OF ETHICS
I. LEGAL REQUIREMENT.
Rule 17j-1(b) under the Investment Company Act of 1940, as amended (the
"1940 ACT"), makes it unlawful for any officer or director of Revqual Index-Plus
Investors, L.L.C. (the "COMPANY"), in connection with the purchase or sale by
such person of a security held or to be acquired by any investment company
registered under the 1940 Act (each such investment company for which the
Company is investment adviser, a "FUND"):
1. To employ any device, scheme or artifice to defraud
any Fund;
2. To make to any Fund any untrue statement of a
material fact or omit to state to any Fund a material
fact necessary in order to make the statements made,
in light of the circumstances under which they are
made, not misleading;
3. To engage in any act, practice, or course of business
which operates or would operate as a fraud or deceit
upon any Fund; or
4. To engage in any manipulative practice with respect
to any Fund's investment portfolios.
II. PURPOSE OF THE CODE OF ETHICS.
The Company expects that its directors and officers will conduct their
personal investment activities in accordance with (1) the duty at all times to
place the interests of each Fund's shareholders first, (2) the requirement that
all personal securities transactions be conducted consistent with this Code of
Ethics (this "CODE") and in such a manner as to avoid any actual or potential
conflict of interest or any abuse of an individual's position of trust and
responsibility, and (3) the fundamental standard that an investment adviser's
personnel should not take inappropriate advantage of their positions.
In view of the foregoing, the provisions of Section 17(j) of the 1940
Act, the Securities and Exchange Commission's 1940 Act Release No. 23958
"Personal Investment Activities of Investment Company Personnel" (August 24,
1999), the "Report of the Advisory Group on Personal Investing" issued by the
Investment Company Institute on May 9, 1994 and the Securities and Exchange
Commission's September 1994 Report on "Personal Investment Activities of
Investment Company Personnel," the Company has determined to adopt this Code to
specify a code of conduct for certain types of personal securities transactions
which might involve conflicts of interest or an appearance of impropriety, and
to establish reporting requirements and enforcement procedures.
<PAGE>
III. DEFINITIONS.
A. An "ACCESS PERSON" means: (1) each director or officer of the
Company; (2) each employee (if any) of the Company (or of any
company in a control relationship to the Company) 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 any portfolio of which the Company is
investment adviser, or whose functions relate to the making of
any recommendations with respect to such purchases or sales; and
(3) any natural person in a control relationship to the Company
who obtains information concerning recommendations made to any
portfolio of which the Company is investment adviser, with regard
to the purchase or sale of a security.
B. "EXEMPT SECURITY" means
1. any direct obligations of the Government of the United
States;
2. any banker's acceptance;
3. any bank certificate of deposit;
4. any commercial paper;
5. any high quality short-term debt instruments (any
instrument having a maturity at issuance of less than
366 days and that is rated in one of the two highest
rating categories by a nationally recognized
statistical rating organization), including any
repurchase agreement;
6. any share of any registered open-end investment company; and
7. any share of the capital stock of Revqual Index-Plus
Investors, L.L.C.
C. "EXEMPT TRANSACTION" means
1. any purchase or sale of securities in any account over which
the Access Person has no direct or indirect influence or
control;
2. any purchase or sale of securities in a transaction which is
not volitional on the part of the Access Person;
3. any automatic acquisition of securities with the proceeds of
a dividend pursuant to any dividend reinvestment plan; and
4. any acquisition of securities in a recapitalization,
statutory share exchange, statutory consolidation, statutory
merger, stock dividend, stock split, or similar transaction
whereby the issuer of such securities issues such securities
PRO RATA to all holders of a class of its or another issuer's
-2-
<PAGE>
securities, or any surrender or exchange of securities as a
condition to the receipt of securities in any such
acquisition.
D. An Access Person's "IMMEDIATE FAMILY" includes that Access Person's
spouse, if any, and any minor children and adults living in the same
household as that Access Person.
E. "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 Securities Exchange Act of 1934.
F. "INVESTMENT PERSONNEL" of the Company means:
(i) any employee of the Company (or of any company in
a control relationship to the Company) 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 any portfolio of which the Company is investment
adviser.
(ii) Any natural person who controls the Company and
who obtains information concerning recommendations made by the
Company regarding the purchase or sale of securities by any
portfolio of which the Company is investment adviser.
G. "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.
IV. POLICIES OF THE COMPANY REGARDING PERSONAL SECURITIES TRANSACTIONS.
A. GENERAL POLICY.
No Access Person shall engage in any act, practice or course of
business that would violate the provisions of Rule 17j-1(b) set forth
above, or in connection with any personal investment activity, engage
in conduct inconsistent with this Code.
B. SPECIFIC POLICIES.
1. RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS BY ACCESS
PERSONS.
a. No Access Person may purchase or sell any securities
(other than any Exempt Securities or any purchase or
sale of securities in an Exempt Transaction) for his
or her personal portfolio or the portfolio of
another member of his or her immediate family
-3-
<PAGE>
without obtaining oral authorization from a
Compliance Officer of the Company PRIOR to effecting
such transaction.
b. In addition to, and not in limitation of, the
restrictions contained in the preceding
paragraph IV.B.1.a, no Access Person may purchase
any securities in an Initial Public Offering or a
Limited Offering for his or her personal portfolio
or the portfolio of another member of his or her
immediate family without obtaining oral
authorization from Senior Company Management PRIOR
to effecting such transaction.
c. If any authorization is granted to an Access Person
who is also classified as Investment Personnel for a
purchase of securities in an Initial Public Offering
or a Limited Offering, a record of the decision and
the reason supporting the decision to authorize
that purchase shall be made by the Compliance
Officer of the Company granting such authorization.
d. If oral authorization is granted for a purchase or
sale of securities, a written authorization for such
transaction will be provided by a Compliance Officer
of the Company to the Access Person receiving the
authorization in order to memorialize the oral
authorization that was granted.
NOTE: If an Access Person has
questions as to whether purchasing
or selling a security for his or her
personal portfolio or the portfolio
of another member of his or her
immediate family requires prior oral
authorization, the Access Person
should consult a Compliance Officer
of the Company for authorization or
denial of authorization to trade
PRIOR to effecting the transaction.
e. Any authorization granted for a transaction under
paragraph (a) will expire at the close of business
on the trading day after the date on which oral
authorization was granted, and the Access Person
receiving such authorization shall be required to
receive a new oral authorization for the
transaction if the trade is not completed before
the authorization shall have expired.
-4-
<PAGE>
f. No clearance will be given to an Access Person to
purchase or sell any security (1) on a day when any
portfolio of the Company (whether proprietary fund
or separately managed account) has a pending "buy"
or "sell" order in the same security until that
order is executed or withdrawn or (2) when the
Compliance Officer has been advised by the
investment adviser that the same security is being
considered for purchase or sale for any portfolio
of the Company (whether proprietary fund or
separately managed account).
2. ADDITIONAL RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS
BY ACCESS PERSONS.
a. Persons employed by the Company are forbidden from
profiting from the purchase and sale, sale and
purchase, or any transaction deemed the same (i.e.
puts, calls, use of derivatives, convertibles, etc.)
of the same or equivalent securities within sixty
(60) calendar days on any security held in any
Company client account.
b. Access Persons are expressly prohibited from
receiving any gift or other thing of more than
de minimis value from any person or entity that does
business with or on behalf of the Company or its
clients.
c. Memberships or partnerships in any investment club
by Access Persons are forbidden.
d. Access persons are prohibited from serving on the
Board of Directors of publicly traded companies
without prior authorization based on a determination
that the Board service would be consistent with the
interests of the Company and its clients.
V. PROCEDURES.
A. In order to provide the Company with information to enable it to
determine with reasonable assurance whether the provisions of this
Code are being observed by its Access Persons:
1. Each Access Person will submit to a Compliance Officer of
the Company an Initial Beneficial Ownership Report in the
form attached hereto as Exhibit A that lists ALL securities
other than Exempt Securities beneficially owned(1) by the
Access Person. This report must be submitted within ten
--------
(1) You will be treated as the "beneficial owner" of a security under this
policy only if you have a direct or indirect pecuniary interest in the
security.
(a) A direct pecuniary interest is the opportunity, directly or indirectly,
to profit, or to share the profit, from the transaction.
(b) An indirect pecuniary interest is any nondirect financial interest, but is
specifically defined in the rules to include securities held by members of
your immediate family sharing the same household; securities held by a
partnership of which you are a general partner; securities held by a trust
of which you are the settlor if you can revoke the trust without the
consent of another person, or a beneficiary if you have or share investment
control with the trustee; and equity securities which may be acquired upon
exercise of an option or other right, or through conversion.
For interpretive guidance on this test, you should consult counsel.
-5-
<PAGE>
days of becoming an Access Person and must include the title
of each security, the number of shares held, and the
principal amount of the security and the name of any broker,
dealer or bank with whom the Access person maintains an
account in which only such securities are held.
2. Each Access Person will also submit annually to a Compliance
Officer of the Company a Beneficial Ownership Report attached
hereto as Exhibit A. The Annual Beneficial Ownership Report
must list ALL securities other than Exempt Securities
beneficially owned by the Access Person, the title of each
security, the number of shares held, and the principal amount
of the security and the name of any broker, dealer or bank
with whom the Access person maintains an account in which
only such securities are held.
3. Each Access Person shall direct his or her broker to supply
to a Compliance Officer of the Company, on a timely basis,
duplicate copies of confirmations of all securities
transactions other than Exempt Transactions in which the
person has, or by reason of any transaction acquires, any
direct or indirect beneficial ownership of any security and
copies of periodic statements for all securities accounts.
4. Each Access Person shall, no later than the tenth (10th) day
after the end of each calendar quarter, submit a report in
the form attached hereto as Exhibit B to a Compliance Officer
of the Company, showing each transaction in securities other
than Exempt Transactions and other than transactions in
Exempt Securities in which the person has, or by reason of
such transaction acquires, any direct or indirect beneficial
ownership during the calendar quarter in question, as well as
all accounts established with brokers, dealers or banks
during the calendar quarter in question for the direct or
indirect beneficial interest of the Access Person.(2)
5. A Compliance Officer of the Company shall notify each Access
Person who is subject to the transaction pre-authorization
requirements or the reporting requirements of this Code that
such person is subject to such the
--------
(2) See footnote 1 above.
-6-
<PAGE>
pre-authorization or reporting requirements and shall deliver
a copy of this Code to each such person.
6. A Compliance Officer of the Company shall review the Initial
Beneficial Ownership Reports, Annual Beneficial Ownership
Reports, and Quarterly Transaction Reports received, and as
appropriate compare the reports with the pre-authorizations
received, and report to the Company's Board of Directors:
a. with respect to any transaction that appears to
evidence a possible violation of this Code; and
b. apparent violations of the reporting requirement
stated herein.
7. The Company's Board of Directors shall consider reports made
to it hereunder and shall determine whether the policies
established in Sections IV and V of this Code have been
violated, and what sanctions, if any, should be imposed on
the violator, including but not limited to a letter of
censure, suspension or termination of the employment of the
violator, or the unwinding of the transaction and the
disgorgement of any profits. The Company's Board of Directors
shall review the operation of this Code at least once a year.
8. At each quarterly meeting of the Company's Board of Directors
a Compliance Officer of the Company shall provide a written
report to the Company's Board of Directors stating:
a. any reported securities transaction that occurred
during the prior quarter that may have been
inconsistent with the provisions of this Code; and
b. all disciplinary actions(3) taken in response to
such violations.
9. At least once a year, a Compliance Officer of the Company
shall provide to the Company's Board of Directors and to the
Board members of any registered investment company for which
the Company serves as investment adviser a written report
which contains: (a) a summary of existing procedures
concerning personal investing by Access Persons and any
changes in the compliance procedures under this Code during
the past year; (b) an evaluation of current compliance
procedures under this Code and a report on any recommended
changes in existing restrictions or any such procedures based
upon the Company's experience under this Code, industry
practices, or developments in applicable laws and
regulations; (c)
--------
(3) Disciplinary action includes but is not limited to any action that has a
material financial effect upon the employee, such as fining, suspending, or
demoting the employee, imposing a substantial fine or requiring the
disgorgement of profits.
-7-
<PAGE>
a description of any issues arising under this Code or
the compliance procedures thereunder since the last such
report, including but not limited to, information about
material violations of this Code and sanctions imposed in
response to material violations; and (d) a 'certification
that the procedures which have been adopted under this Code
are those reasonably necessary to prevent Access Persons from
violating this Code.
10. This Code, a copy of each report by an Access Person,
any record of any violation of this Code and any
action taken as a result thereof, any written report
hereunder by the any Compliance Officer of the
Company, records of authorizations relating to the
purchase of securities in Initial Public Offerings
and Limited Offerings, and lists of all persons
required to make reports and a list of all persons
responsible for reviewing such reports shall be
preserved with the Company's records for the period
required by Rule 17j-1 under the 1940 Act and Rule
204-2(a)(12) of the Investment Advisers Act of 1940.
VI. CERTIFICATION.
Each Access Person will be required to certify annually that he or she
has read and understood this Code, and will abide by it at all times during
which such person is an Access Person. Each Access Person will further certify
that he or she has disclosed or reported all personal securities transactions
required to be disclosed or reported under this Code of Ethics. A form of such
certification is attached hereto as Exhibit C.
DATE OF ADOPTION: JUNE, 2000
-8-
<PAGE>
EXHIBIT A
REVQUAL INDEX-PLUS INVESTORS, L.L.C.
INITIAL/ANNUAL
BENEFICIAL OWNERSHIP REPORT
For the Year/Period Ended _______________________
(month/day/year)
[ ] Check Here if this is an Initial Beneficial Ownership Report
To: Revqual Index-Plus Investors, L.L.C. (the "Company")
As of the calendar year/period referred to above, I have a
direct or indirect beneficial ownership interest in the securities listed below
which are required to be reported pursuant to the Company's Code of Ethics (the
"Code"):
Title of Number Principal
Security of Shares Amount
-------- --------- ---------
The name of any broker, dealer or bank with whom I maintain an
account in which my securities are held for my direct or indirect benefit are as
follows:
THIS REPORT (i) EXCLUDES MY BENEFICIAL OWNERSHIP OF "EXEMPT
SECURITIES" AS DEFINED IN THE CODE AND (ii) IS NOT AN ADMISSION THAT I HAVE OR
HAD ANY DIRECT OR INDIRECT BENEFICIAL OWNERSHIP IN THE SECURITIES LISTED ABOVE.
Date: __________________ Signature: _______________________
Print Name: ______________________
<PAGE>
EXHIBIT B
REVQUAL INDEX-PLUS INVESTORS, L.L.C.
SECURITIES TRANSACTION REPORT
For the Calendar Quarter Ended _______________________
(month/day/year)
To: Revqual Index-Plus Investors, L.L.C. (the "Company")
During the quarter referred to above, the following
transactions were effected in securities of which I had, or by reason of such
transactions acquired, direct or indirect beneficial ownership, and which are
required to be reported pursuant to the Code of Ethics of the Company:
<TABLE>
<CAPTION>
NATURE OF BROKER/DEALER
INTEREST RATE TRANSACTION OR BANK
DATE OF NUMBER OF PRINCIPAL AND MATURITY (PURCHASE THROUGH WHOM
SECURITY TRANSACTION SHARES AMOUNT DATE (IF APPLICABLE) SALE, OTHER) PRICE EFFECTED
------- ----------- --------- --------- -------------------- ------------ ----- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
During the quarter referred to above, I established the
following accounts in which securities were held during the quarter for my
direct or indirect benefit:
1. The name of the broker, dealer or bank with whom I
established the account:
2. The date the account was established:
THIS REPORT (i) EXCLUDES TRANSACTIONS IN "EXEMPT SECURITIES"
AS DEFINED IN THE CODE, (ii) EXCLUDES "EXEMPT TRANSACTIONS" AS DEFINED IN THE
CODE, AND (iii) IS NOT AN ADMISSION THAT I HAVE OR HAD ANY DIRECT OR INDIRECT
BENEFICIAL OWNERSHIP IN THE SECURITIES LISTED ABOVE.
Date: __________________ Signature: _______________________
Print Name: ______________________
<PAGE>
EXHIBIT C
REVQUAL INDEX-PLUS INVESTORS, L.L.C.
ANNUAL CERTIFICATE
For the Calendar Year Ended ___12/31/____________________
(month/day/year)
To: Revqual Index-Plus Investors, L.L.C. (the "Company")
Pursuant to the requirements of the Company's Code of Ethics
(the "Code"), the undersigned hereby certifies as follows:
1. I have read the Code.
2. I understand the Code and acknowledge that I am
subject to it.
3. Since the date of the last Annual Certificate (if
any) given pursuant to the Code, I have reported all
personal securities transactions and provided any
beneficial ownership reports required to be reported
or provided, respectively, by me under the
requirements of the Code.
Date: __________________ Signature: _______________________
Print Name: ______________________
