<PAGE>
Pell, Rudman & Co., Inc.
Rothschild/Pell Rudman, Inc.
Pell Rudman Trust Company, N.A.
Pell Rudman Trust Company (Atlantic), N.A.
Sovereign Financial Services, Inc.
CODE OF ETHICS and CONDUCT
--------------------------
PREAMBLE
--------
Federal and state securities laws govern the conduct of investment advisers
- particularly those with investment company clients - and persons with certain
relationships to investment advisers, including certain employees. These laws
impose specific record keeping requirements and prohibit certain conduct.
Advisers to investment companies are required to adopt a code of ethics pursuant
to SEC Rule 17j-1 under the Investment Company Act of 1940. Section 17(j) (see
Exhibit 1) authorizes the SEC to adopt rules and regulations to prevent
fraudulent, deceptive or manipulative acts, practices or courses of business in
the operation of investment companies and their affiliates, including the power
to require the adoption of codes of ethics to prevent such practices. Rule 17j-
1 (see Exhibit 2) under that Section contains general antifraud provisions
applicable to persons and entities affiliated with investment companies, which
include investment advisers, ("covered persons") and requires all investment
companies, their investment advisers and their principal underwriters to develop
Codes of Ethics governing purchases or sales by insiders of the same securities
held or to be acquired by the investment company.
Federal and state securities laws also prohibit anyone from engaging in
insider trading and other fraudulent acts and practices. The SEC may adopt any
rules and regulations, which they deem necessary to prevent misuse of material,
nonpublic information by an investment adviser. Federal law requires all
investment advisers to adopt and enforce written procedures designed to prevent
insider trading by the investment adviser or any person associated with the
investment adviser. Similar positions adopted by the Comptroller of the
Currency apply to our two National Bank Trust Companies.
Because of the nature of the business of this organization, including the
registered advisers and the two national banks (hereinafter referred to as the
"Firm"), its employees may be exposed to information which constitutes inside
information, the use of which for the financial benefit of the employees, their
"tippees" or clients is proscribed by federal law.
In addition to the responsibilities imposed by these specific securities
laws, the Firm has a fiduciary duty to clients which requires each employee to
act solely for the benefit of the clients. Employees also have a duty to act in
the best interests of the Firm. Finally, it is in the best interests of the
Firm as a professional advisory organization to avoid potential conflicts of
interest, or even the appearance of such conflicts, in the conduct of our
officers and employees.
<PAGE>
As a result of these aspects of the Firm's business, this Code of Ethics
and Conduct (hereinafter referred to as the "Code") has been adopted by the Firm
and will be reviewed annually. Our goal is to impose as few restrictions as
possible on you consistent with protecting you, the Firm, and our clients from
the damage that could result from a violation of securities or other laws or
from situations involving real or apparent conflicts of interest. While it is
impossible to define all situations which might pose a risk of securities laws
violations or create conflicts, this Code is designed to address those
circumstances where such concerns are most likely to arise. By complying with
the guidelines below, the Firm's employees can minimize their and the Firm's
potential exposure from violations of laws governing securities transactions and
fiduciary relationships.
Failure to comply with the provisions of this Code is a ground for
disciplinary action, including discharge, by the Firm. Adherence to the Code is
considered a basic condition of employment by the Firm. If you have any doubt
as to the propriety of any activity, you should consult with the person charged
with the administration of this Code, who is identified in an attachment to this
Code (and is referred to hereinafter as the "Compliance Officer").
Please acknowledge that you have read and agree to be bound by the Code by
signing the acknowledgment attached to the Code and returning it to the
Compliance Officer.
This Code of Ethics is being adopted in compliance with the requirements of
Rule 17j-1 (the "Rule") adopted by the United States Securities and Exchange
Commission under the Investment Company Act of 1940 ("the Act") to effectuate
the purposes and objectives of that Rule. The Rule makes it unlawful for
certain persons, including any officer or director of a registered investment
company (a "Fund") or of an investment adviser to a Fund in connection with the
purchase or sale by such person of a security held or to be acquired by the
Fund1:
(1) To employ a device, scheme or artifice to defraud the Fund or any
client of the Fund;
(2) To make to the Fund any untrue statement of a material fact or omit to
state to the Fund a material fact necessary in order to make the
statements made, in light of the circumstances in 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 the Fund; or
_________________
1 A security is deemed to be "held or to be acquired" if within the most
recent fifteen (15) days it (i) is or has been held by the Fund, or
(ii) is being or has been considered by the Fund, or its investment
adviser, for purchase by the Fund.
2
<PAGE>
(4) To engage in a manipulative practice with respect to the Fund.
The Rule also requires that the Fund (and any investment adviser of such
Fund) adopt a written code of ethics containing provisions reasonably necessary
to prevent persons from engaging in acts in violation of the above standard and
use reasonable diligence and institute procedures reasonably necessary, to
prevent violations of the Code.
This Code is adopted by the Firm in compliance with the Rule. This Code
shall apply to all of the Firm's activities, including, without limitation, its
activities relating to its role as investment adviser to any Fund. This Code is
based upon the principle that the employees of the Firm owe a fiduciary duty to,
among others, the shareholders of a Fund and the clients of the Firm to conduct
their affairs, including their personal securities transactions, in such manner
to avoid (i) serving their own personal interests ahead of shareholders of a
Fund and clients, (ii) taking inappropriate advantage of their position with the
Firm, including the Firm's status as investment adviser to a Fund; and (iii) any
actual or potential conflicts of interest or any abuse of their position of
trust and responsibility.
Portfolios of the UAM Funds, Inc., UAM Funds, Inc. II and UAM Trust, Inc.
(collectively, the "UAM Portfolios") are managed by investment advisers that are
subsidiaries of or organizations otherwise affiliated with United Asset
Management Corporation (the "Management Companies"). Under the organizational
structure of the Management Companies, the entities maintain separate offices,
independent operations and autonomy when making investment decisions. In view of
these circumstances, advisory personnel of the Management Companies who are
defined as "access persons" under the 1940 Act, under normal circumstances would
have no knowledge of proposed securities transactions, pending "buy" or "sell"
orders in a security, or the execution or withdrawal of an order for any other
UAM Portfolio for which a different Management Company serves as investment
adviser. To restrict the flow of investment information related to the UAM
Portfolios, the access persons at a Management Company are prohibited from
disclosing pending "buy" or "sell" orders for a UAM Portfolio to any employees
of any other Management Company until the order is executed or withdrawn. The
Management Companies shall implement procedures designed to achieve employee
awareness of this prohibition.
A. DEFINITIONS
-----------
(1) "Affiliated company" means a company which is an affiliated person.
(2) "Affiliated person" of another person means (a) any person directly or
indirectly owning, controlling, or holding with power to vote, 5 per
centum or more of the outstanding voting securities or such other
person; (b) any person 5 per centum or more of whose outstanding
voting securities are directly or indirectly owned, controlled, or
held with power to vote, by such other person; (c) any person directly
or indirectly controlling, controlled by, or under common control
with, such other person; (d) any officer, director, partner,
copartner, or employee of such other person; (e) if such other person
is an investment company, any investment adviser thereof or any member
of an advisory board thereof; and (f) if
3
<PAGE>
such other person is an unincorporated investment company not having a
board of directors, the depositor thereof.
(3) A security is "being considered for purchase or sale" or is "being
purchased or sold" when a recommendation to purchase or sell the
security has been made and communicated, which includes when a Fund or
the Firm has a pending "buy" or "sell" order with respect to a
security, and, with respect to the person making the recommendation,
when such person seriously considers making such a recommendation.
"Purchase or sale of a security" includes the writing of an option to
purchase or sell a security.
(4) "Beneficial ownership" shall be as defined in, and interpreted in the
same manner as it would be in determining whether a person is subject
to the provisions of, Section 16 of the Securities Exchange Act of
1934 and the rules and regulations thereunder which, generally
speaking, encompasses those situations where the beneficial owner has
the right to enjoy some economic benefit from the ownership of the
security. A person is normally regarded as the beneficial owner of
securities held in the name of his or her spouse or minor children
living in his or her household.
(5) "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. Any person who owns
beneficially, either directly or through one or more controlled
companies, more than 25 per centum of the voting securities of a
company shall be presumed to control such company. Any person who does
not so own more than 25 per centum of the voting securities of any
company shall be presumed not to control such company. A natural
person shall be presumed not to be a controlled person.
(6) "Disinterested director" means a director who is not: an affiliated
person (as defined above) of a Fund; a member of the immediate family
of any natural person who is an affiliated person of a Fund; an
interested person (as defined below) of a Fund, any investment adviser
of a Fund or any principal underwriter for a Fund.
(7) "Interested Person" of another person means -
(a) when used with respect to an investment company -
(i) any affiliated person of such company,
(ii) any member of the immediate family of any natural person
who is an affiliated person of such company,
(iii) any interested person of any investment adviser of or
principal underwriter for such company,
4
<PAGE>
(iv) any person or partner or employee of any person who at any
time since the beginning of the last two completed fiscal
years of such company has acted as legal counsel for such
company,
(v) any broker or dealer registered under the Securities
Exchange Act of 1934 or any affiliated person of such a
broker or dealer, and
(vi) any natural person whom the Commission by order shall have
determined to be an interested person by reason of having
had, at any time since the beginning of the last two
completed fiscal years of such company, a material business
or professional relationship with such company or with the
principal executive officer of such company or with any
other investment company having the same investment adviser
or principal underwriter or with the principal executive
officer of such other investment company:
Provided, That no person shall be deemed to be an interested person of an
investment company solely by reason of (aa) his being a member of its board of
directors or advisory board or an owner of its securities or his being a member
of the board of directors or advisory board of the investment adviser of an
investment company or an owner of the securities of such investment adviser, or
(bb) his membership in the immediate family of any person specified in clause
(aa) of this proviso.
(8) "Person" means a natural person or company.
(9) "Security" means any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in
any profit-sharing agreement, collateral-trust certificate,
preorganization certification 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.
(10) "Security" shall not include securities issued by the government of
the United States or by federal agencies and which are direct
obligations of the United States, bankers' acceptances, bank
certificates of deposit, commercial paper and shares of registered
open-end investment companies (mutual funds).
B. PROHIBITED TRANSACTIONS
-----------------------
(a) No employee or director shall engage in any act, practice or course of
conduct which would violate the provision of Rule 17j-1 set forth on
Exhibit 2.
5
<PAGE>
(b) No employee or director shall:
(i) purchase or sell, directly or indirectly, any security in which
he 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:
---------
(A) is being considered for purchase or sale by the Firm, or any Fund
for which the Firm acts as investment adviser; or
(B) is being purchased or sold by any portfolio or common trust fund
of the Firm, or any Fund for which the Firm acts as investment
adviser; or
(ii) disclose to other persons the securities activities engaged in or
contemplated by or for the Firm, or any Fund for which the Firm
acts as investment adviser.
(c) In addition, no employee or director shall buy or sell a security
within seven (7) calendar days before and within two (2) calendar days
after the Firm, or any Fund for which the Firm acts as investment
adviser. With respect to Firm trades relating to other than a Fund for
which the Firm acts as investment adviser, the seven (7) and two (2)
calendar day restrictions shall relate to fully discretionary and
directed account Firm business. Any trades made within the proscribed
period shall be unwound, if possible. Otherwise, any profits realized
on trades within the proscribed period shall be disgorged to the
appropriate Fund and/or portfolio or common trust fund of the Firm.
(d) No employee shall:
(i) accept 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
Firm, or any Fund for which the Firm acts as investment adviser.
For the purpose of this Code de minimis shall be considered to be
the annual receipt of gifts from the same source valued at $500
or less per individual recipient, when the gifts are in relation
to the conduct of the Firm's business;
(ii) acquire securities, other than fixed income securities, in an
initial public offering, without prior submission of an IPO pre-
approval from and the prior approval of the Compliance Officer or
other officer designated by the board of directors of the Firm.
Approval for such purchase will be denied if it is believed that
the employee is in any way profiting from his position with the
Firm, including both business and client relationships.
Participation in IPO investments is specifically prohibited where
the offer to participate is made by a client, prospect, referral
source, service provider, or product supplier to the Firm.
Participation is IPOs will be permitted when the offer to
participate comes through family and friends
6
<PAGE>
of the employee and is unrelated to the business of the Firm, or
when the opportunity to participate is offered to a group of
shareholders or brokerage clients merely because they are
shareholders of the offering firm or clients to the brokerage
involved. Provided however, that IPO participation on the basis
of having a brokerage account with the underwriter is prohibited
if the Firm has done business with the brokerage firm in the
past 12 months. Any person authorized to purchase securities in
an IPO shall disclose that investment when they play a part in
the Firm's subsequent consideration of an investment in the
issuer. In such circumstances, the Firm's decision to purchase
securities of the issuer shall be subject to independent review
by investment personnel with no personal interest in the issuer;
(iii) purchase any securities in a private placement, without prior
approval of the Compliance Officer or other officer designated
by the Board of Directors of the Firm. Any person authorized to
purchase securities in a private placement shall disclose that
investment when they play a part in the Firm's subsequent
consideration of an investment in the issuer. In such
circumstances, the Firm's decision to purchase securities of the
issuer shall be subject to independent review by investment
personnel with no personal interest in the issuer;
(iv) Profit in the purchase and sale, or sale and purchase, of the
same (or equivalent) securities within sixty (60) calendar days.
Trades made in violation of this prohibition should be unwound,
if possible. Otherwise, any profits realized on such short-term
trades shall be subject to disgorgement to the appropriate
portfolio and/or common trust fund of the Firm or a Fund for
which the Firm acts as investment adviser.
Exceptions: The Compliance Officer of the Firm may allow exceptions
to this policy on a case-by-case basis when the abusive practices that
the policy is designed to prevent, such as frontrunning or conflicts
of interest, are not present and the equity of the situation strongly
---
supports an exemption. An example is the involuntary sale of
securities due to unforeseen corporate activity such as a merger [See
(S)C below]. The ban on short-term trading profits is specifically
designed to deter potential conflicts of interest and frontrunning
transactions, which typically involve a quick trading pattern to
capitalize on a short-lived market impact of a trade by the Firm, its
clients or a Fund for which the Firm acts as investment adviser. The
Firm shall consider the policy reasons for the ban on short-term
trades, as stated herein, in determining when an exception to the
prohibition is permissible. The granting of an exception to this
prohibition shall be permissible if the securities involved in the
transaction are not: (i) being considered for purchase or sale by the
Firm, including a Fund for which the Firm acts as investment advisor,
or (ii) being purchased or sold by the Firm, including a Fund for
which the Firm acts as investment adviser, and, are not economically
7
<PAGE>
related to such securities. Exceptions granted under this provision
are conditioned upon receipt by a duly authorized officer of the Firm
of a report (Exhibit D) of the transaction and certification by the
respective employee that the transaction is in compliance with this
Code of Ethics (see Exhibit D).
(v) serve on the board of directors of any publicly traded company
without prior authorization of the President or other duly
authorized officer of the Firm. Any such authorization shall be
based upon a determination that the board service would be
consistent with the interests of the Firm, any Fund for which the
Firm acts as investment adviser and the Firm's clients.
Authorization of board service shall be subject to the
implementation by the Firm of "Chinese Wall" or other procedures
to isolate such employee from the investment personnel making
decisions about trading in that company's securities.
Notification of such directorships shall be made to the
Compliance officer of the Funds.
C. EXEMPTED TRANSACTIONS
---------------------
The prohibitions of Section B shall not apply to:
(1) purchases or sales effected in any account over which the
employee has no direct or indirect influence or control;
(2) purchases or sales which are non-volitional on the part of either
the employee or the Firm;
(3) purchases which are part of an automatic dividend reinvestment
plan;
(4) purchases 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;
(5) purchases or sales of securities which are not eligible for
purchase by the Firm, including a Fund for which the Firm acts as
investment adviser, and which are not related economically to
securities purchased, sold or held by the Firm, including a Fund
for which the Firm acts as investment adviser;
(6) transactions which appear upon reasonable inquiry and
investigation to present no reasonable likelihood of harm to the
Firm or its clients, including a Fund for which the Firm acts as
investment adviser, and which are otherwise in accordance with
Rule 17j-1. For example, such transactions would normally include
purchases or sales of:
(a) securities of companies with a market capitalization in
excess of $1 billion;
8
<PAGE>
(b) up to $25,000 principal amount of a fixed income security or
100 shares of an equity security within any three-
consecutive month period (all trades within a three-
consecutive month period shall be integrated to determine
the availability of this exemption);
(c) any amount of securities if the proposed acquisition or
disposition by the Firm, including a Fund for which the Firm
acts as investment adviser, is in the amount of 1,000 or
less shares and the security is listed on a national
securities exchange or the National Association of
Securities Dealers Automated Quotation System.
D. COMPLIANCE PROCEDURES
---------------------
(1) Pre-clearance
-------------
All employees shall receive prior written approval (Exhibit E) from
the Compliance Officer of the Firm, or other officer designated by the
Board of Directors before purchasing or selling securities.
Pre-clearance approval will expire at the close of business on the
trading date two (2) business days after the date on which authorization is
received. For example, pre-clearance received Friday at 9:00 a.m. would
expire as of the close of business Monday. If the trade is not completed
before such pre-clearance expires, the employee is required to again obtain
pre-clearance for the trade. In addition, if an employee becomes aware of
any additional information with respect to a transaction that was pre-
cleared, such person is obligated to disclose such information to the
appropriate compliance officer prior to executing the pre-cleared
transaction.
Procedures implemented herein to pre-clear the securities transactions
of employees shall not apply to a director of the Firm who is not an
"interested person" of a Fund for which the Firm acts as investment
adviser, as defined in this Code, except where such director knew or, in
the ordinary course of fulfilling his official duties as a director, should
have known that during the 15-day period immediately preceding or after the
date of the transaction in a security by the director, such security is or
was purchased or sold by the Firm, including a Fund for which the Firm acts
as investment adviser, or such purchase or sale by the Firm, including a
Fund for which the Firm acts as investment adviser, is or was considered by
the Firm.
Purchases or sales of securities which are not eligible for purchase
or sale by the Firm, including a Fund for which the Firm acts as investment
adviser, may be entitled to clearance automatically from the Compliance
Officer. This provision may not relieve any employee from compliance with
pre-clearance procedures.
(2) Disclosure of Personal Holdings
-------------------------------
All employees shall disclose to the compliance officer:
9
<PAGE>
(a) all personal securities holdings (including securities acquired before
the person became an employee) within ten (10) days upon the later of
commencement of employment or adoption of this Code of Ethics; and
(b) The name of any broker, dealer or bank with whom the employee
maintains an account in which any securities were held for the direct
or indirect benefit of the employee must also be reported.
Holdings in direct obligations of the U.S. government, bankers'
acceptances, bank certificates of deposit, commercial paper, high quality
short-term debt instruments and registered open-end investment companies
are not disclosable transactions.
The compliance officer of the Firm may, at its discretion, request
employees to provide duplicate copies of confirmation of each disclosable
transaction in the accounts and account statements.
In addition to reporting securities holdings, every employee shall certify
in their initial report that:
(a) they have received, read and understand the Code of Ethics and
recognize that they are subject thereto; and
(b) they have no knowledge of the existence of any personal conflict
of interest relationship, which may involve a Fund or Portfolio,
such as any economic relationship between their transactions and
securities held or to be acquired by a Fund or a Portfolio.
This initial report shall be made on the form attached as Initial Report of
Employee (Exhibit A) and shall be delivered to the compliance officer of
the Firm.
(3) Quarterly Reporting Requirements
--------------------------------
All employees shall disclose to the Firm's compliance officer all personal
securities transactions conducted during the period as of the calendar
quarter ended within ten (10) days after quarter end. Transactions in
direct obligations of the U.S. government, bankers' acceptances, bank
certificates of deposit, commercial paper, high quality short-term debt
instruments and registered open-end investment companies are not
disclosable transactions.
Every employee shall disclose quarterly the:
(a) date of the transaction, title of the security, interest rate and
maturity date (if applicable), trade date, number of shares, and
principal amount of each security involved;
(b) the nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
10
<PAGE>
(c) the name of the broker, dealer or bank with or through whom the
transaction was effected; and
(d) the date the report is submitted to the compliance officer.
In addition, with respect to any account established by an employee in
which any securities were held during the quarter for the direct or
indirect benefit of employee, the employee must provide:
(a) the name of the broker, dealer or bank with whom the employee
established the account;
(b) the date the account was established; and
(c) the date the report is submitted by the employee.
This quarterly report shall be made on the form attached as Securities
Transactions for the Calendar Quarter Ended (Exhibit C) and shall be
delivered to the compliance officer of the Firm. In lieu of manually
filling out all of the information required by the form, employees may
attach confirms and/or account statements to a signed form.
(4) Annual Certification of Compliance with Code of Ethics
------------------------------------------------------
All employees shall disclose to the compliance officer of the Firm all
personal securities holdings as of the calendar year ended within thirty
(30) days after year-end. Holdings in direct obligations of the U.S.
government, bankers' acceptances, bank certificates of deposit, commercial
paper, high quality short-term debt instruments and registered open-end
investment companies are not disclosable holdings.
In addition to reporting securities holdings, every employee shall certify
annually that:
(a) they have read and understand the Code of Ethics and recognize
that they are subject thereto;
(b) they have complied with the requirements of the Code of Ethics;
and that they have reported all personal securities transactions
required to be reported pursuant to the requirements of the Code
of Ethics;
(c) they have not disclosed pending "buy" or "sell" orders for a
Portfolio or Fund to any employees of any other Management
Company, except where the disclosure occurred subsequent to the
execution or withdrawal of an order; and
(d) they have no knowledge of the existence of any personal conflict
of interest relationship, which may involve any Portfolio or
Fund, such as any economic relationship between their
transactions and securities held or to be acquired by a Fund or
Portfolio.
11
<PAGE>
This annual report shall be made on the form attached as Annual Report of
Employees (Exhibit B) and shall be delivered to the compliance officer of
the Firm.
(5) Reports of 'Interested Persons'
-------------------------------
Procedures implemented herein to report the securities transactions of
employees shall not apply to a non-interested Director of the Firm, except
where such Director knew or, in the ordinary course of fulfilling his
official duties as a Director of the Firm, should have known that during
the 15-day period immediately preceding or after the date of the
transaction in a security by the Director, such security is or was
purchased or sold by the Fund or such purchase or sale by the Fund is or
was considered by the Fund. However, such non-interested Directors should
still complete and submit an annual report to the Firm's compliance
officer.
(6) Reports to Compliance Officer
-----------------------------
The compliance officer of the Firm shall provide, by the twelfth (12) day
after each quarter end, certification to the compliance officer of a Fund
that, as of the prior quarter end:
(a) the compliance officer of the Firm has collected all
documentation required by the Code of Ethics and Rule 17j-1 and
is retaining such documentation on behalf of the Fund;
(b) there have been no violations to the Fund's Code of Ethics and,
if there have been violations to the Fund's Code of Ethics, the
violation has been documented and reported to the Fund's
compliance officer; and
(c) the Firm has appointed appropriate management or compliance
personnel, such as the compliance officer, to review transactions
and reports filed by employees under the Code of Ethics, and
adopted procedures reasonably necessary to prevent employees from
violating the Firm's Code of Ethics.
Each quarter the compliance officer of the Firm shall also provide to the
compliance officer of each Fund a list of employees who are subject to the
Fund's Code of Ethics and the name of the compliance officer of the Firm
responsible for preclearing and reviewing personal securities transactions.
The compliance officer of the Firm shall provide such information,
including, but not limited to, initial, quarterly and annual reports for
all employees, preclearance reports and approval for short term
transactions, IPO and private placement securities, as is requested by the
Fund's compliance officer.
(7) General Reporting Requirements
------------------------------
The compliance officer of the Firm shall notify each employee that he or
she is subject to this Code of Ethics and the reporting requirements
contained herein, and shall deliver a
12
<PAGE>
copy of this Code of Ethics to each such person when they become an
employee, or upon request.
Reports submitted pursuant to this Code of Ethics shall be confidential and
shall be provided only to the officers and Directors of the Firm and each
Fund, counsel and/or regulatory authorities upon appropriate request.
(8) Conflict of Interest
--------------------
Every employee and director shall notify the Compliance Officer of any
personal conflict of interest relationship which may involve the Firm,
including a Fund for which the Firm acts as investment adviser, such as the
existence of any economic relationship between their transactions and
securities held or to be acquired by the Firm, including a Fund for which
the Firm acts as investment adviser. Such notification shall occur in the
pre-clearance process.
E. USE of INSIDE INFORMATION
-------------------------
1. Policy Statement on Use of Inside Information
---------------------------------------------
No officer, director or employee of the Firm shall make use of
material nonpublic ("inside") information/2/ concerning any publicly-held
company, nor shall any employee of the Firm disclose any such inside
information to other persons, including clients of the Firm or any mutual
funds managed by the Firm, if such use or disclosure would violate the
Securities Act of 1934, as amended, or the rules or regulations promulgated
thereunder (together, the "'34 Act."). (As used in this Section E, the word
"employee" includes the Firm's officers and directors). Every employee of
the Firm shall keep confidential any information communicated to such
employee with the understanding that it shall be kept confidential,
including all information related to security recommendations and
investment decisions being made by the Firm. No employee of the Firm shall
in violation of the '34 Act direct trades in securities for accounts of
investment advisory clients as to which the firm has discretionary
authority, or a Fund for which the Firm acts as investment adviser, while
the Firm is in possession of inside information. Such use, disclosure or
trades may subject both the employee and the Firm to substantial legal
penalties under the '34 Act.
__________
2
13
<PAGE>
That is, information which has not been disclosed generally to the market
place, the disclosure of which is likely to affect the market value of the
securities in question or is likely to be considered important by
reasonable investors.
14
<PAGE>
No employee of the Firm shall make unlawful use of inside information
concerning the Firm's parent company, United Asset Management Corporation
("UAM"), which is a publicly held company.
2. Procedures for Avoiding Insider Trading.
----------------------------------------
An employee who comes to possess or believes that he or she may have
come to possess inside information concerning any publicly-held company the
securities of which the employee or the Firm, including in its capacity as
an investment adviser to a Fund, is considering trading shall confer about
such information with the Compliance Officer, who shall determine whether
use of such information would violate the '34 Act/3/. While the Compliance
Officer is deliberating, the employee shall not trade the securities in
question on behalf of the employee or anyone else, including clients of the
Firm, nor shall the employee communicate the information to others. If the
Compliance Officer determines that use of the information would be
unlawful, such Officer shall notify all employees of the Firm that they are
prohibited from disclosing to other persons ("tippees") inside information
about the issuer in question and from trading in the securities in question
in "personal securities transactions" or for the accounts of clients or a
Fund for which the Firm acts as investment adviser (notwithstanding the
inclusion of such securities on any "recommended to buy" or "recommended to
sell" lists compiled by the Firm) until further notice, and shall take
appropriate measures to maintain the confidentiality of the information,
for example by placing any written materials containing the inside
information in a confidential file under the Compliance Officer's control.
Following receipt of the notice prohibiting certain trades and until
receipt of further notice from the Compliance Officer, every employee shall
refrain from disclosing such information to tippees and from trading the
securities in question in "personal securities transactions" or for the
accounts of clients or an applicable fund.
Federal laws do not explicitly define what constitutes unlawful use of
inside information. Many cases have been decided under these laws,
however, and a summary of their rulings is attached to this Code as Exhibit
3. Employees should review the attachment whenever they receive what may
be inside information, and they should confer with the Compliance Officer
before trading securities while in the possession of such information.
__________
3 From time to time, an employee of the Firm may be elected to the Board
of Directors of UAM and may as a UAM director obtain inside
information respecting UAM. Such a person shall maintain that
information in strict confidence and shall not be required to confer
with the Compliance Officer about such information, nor shall the
Compliance Officer's notice be required hereunder due to the existence
of such information.
15
<PAGE>
F. OTHER CONFLICTS OF INTEREST
---------------------------
As mentioned above, employees should not seek, accept or offer any
gifts or favors of material value or any preferential treatment in dealings
with any broker/dealer, portfolio company, financial institution or any
other organization with whom we transact business. Occasional participation
in lunches, dinners, cocktail parties, sporting activities or similar
gatherings conducted for business purposes is not prohibited. However, for
both the employee's protection and that of the Firm it is extremely
important that even the appearance of a possible conflict of interest be
avoided. Extreme caution is to be exercised in any instance in which
business related travel and lodging are paid for other than by the Firm,
and whenever possible prior approval should be sought from the Compliance
Officer. Any question as to the propriety of such situations should be
discussed with the Compliance Officer. A brief explanation of all
extraordinary travel lodging and related meals and entertainment is to be
reported in writing to the Compliance Officer.
Employees should also be aware that areas in addition to personal
securities transactions or gifts and sensitive payment may involve
conflicts of interest. The following should be regarded as examples of
situations involving real or potential conflicts rather than as a complete
list of situations to avoid.
. Information acquired in connection with employment by our
organization may not be used in any way which might be contrary
to or in competition with the interests of clients.
. Information regarding actual or contemplated investment
decisions, research priorities or client interests should not be
disclosed to persons outside our organization.
. All outside relationships such as directorships, trusteeships or
memberships in investment organizations (e.g., an investment
club), other than directorships or trusteeships of non-profit
organizations which are not clients of the Firm, should be
discussed with the Compliance Officer prior to acceptance of any
such position.
No employee shall advise clients to purchase, hold or sell UAM stock
or other securities. No employee having discretionary authority over
clients' funds shall exercise such discretion to invest such funds in UAM
stock or other securities, although an employee may implement a Client's
exercise of its own discretion to trade in UAM securities.
16
<PAGE>
G. OTHER TRANSACTIONS
------------------
No employee of the Firm shall participate on behalf of the Firm, or
any client of the Firm, or on such employee's own behalf in any of the
following transactions:
(i) Use of the Firm's funds for political purposes;
(ii) Payment or receipt of bribes, kickbacks or other amounts with
any understanding that part or all of such amount will be
refunded or delivered to a third party in violation of any
applicable law;
(iii) Payment to government officials or employees other than in the
ordinary course of business for legal purposes such as payment
of taxes;
(iv) Use of the funds or assets of the Firm or any subsidiary of the
Firm for any other unlawful or improper purpose; and
(v) Use of any device, scheme, artifice, or practice which operates
or is intended to operate as a fraud or deceit upon the Firm or
any client of the Firm, and in particular with respect to any
security which has been held by or considered for purchase by
the Firm, including a Fund for which the Firm acts as
investment adviser, within the last 15 days.
Whether a violation of any of these rules has occurred shall be
determined by the Firm in the reasonable exercise of its judgment, whether
or not any civil or criminal procedure has been instituted by any person.
H. BACKGROUND INFORMATION
----------------------
The SEC registration form for investment advisers requires the
reporting, under oath, of past disciplinary actions taken against all
"advisory affiliates". The Investment Advisers Act requires similar
disclosure to clients of the Firm. The term "advisory affiliate" includes
directors and chief officers of an adviser; individuals who have the power
to direct or cause the direction of the management or policies of a
company; and all current employees except those performing only clerical,
administrative, support or similar functions. Many advisory affiliates
must also provide biographical information which must be reported to the
SEC.
All advisory affiliates of the Firm are required, as a condition of
their employment, to provide full information to the Firm as to all
relevant past disciplinary actions taken against them, and, if necessary,
to provide full biographical information. If any of the information
previously provided becomes inaccurate or needs to be updated to make it
accurate, it shall be your obligation to bring this to the attention of the
Compliance Officer.
The Firm can provide you with questionnaires and forms covering the
disclosures required by you, if necessary, for your review.
17
<PAGE>
I PROTECTION OF THE FIRM'S BUSINESS
---------------------------------
The Firm is a professional firm which offers investment advisory
services to its clients. The most important assets of the Firm are the
relationships that it enjoys with its clients and employees. The Firm has
spent considerable time and money in building these relationships, and in
developing and keeping confidential certain related information and trade
secrets. These relationships and this information are the Firm's
competitive advantage.
In the course of their employment and professional development by the
Firm, the employees of the Firm have been granted access to the Firm's
clients and employees and related confidential information and trade
secrets. In exchange, and in order to protect these relationships, the
confidential information, the trade secrets and its goodwill, the Firm
requires that each of its employees agree to the following provisions. By
signing the acknowledgment form attached to this Code of Ethics, each
employee agrees to the following provisions.
Ownership Of The Business
-------------------------
The Firm owns all rights to its current investment advisory
business, and the Firm will own all rights to business developed by
employees of the Firm during their employment with the Firm. This
includes, without limitation, the Firm's investment advisory contacts
and other business relationships, client and employee lists and
information, pricing information, business and marketing plans,
research, investment advisory and technical information, quantitative
models and other analytic or forecasting tools and methods, investment
profiles and particular needs and characteristics of clients,
performance records, business opportunities, confidential information
and trade secrets. By signing the acknowledgment form, each employee
grants the Firm his or her rights in all such property developed by
him or her during the course of employment with the Firm.
Maintaining Confidentiality
---------------------------
Except in performing services for the Firm, each employee agrees
not to ever disclose to any person outside the Firm or to ever use for
the benefit of any person other than the Firm, any trade secrets,
intellectual property or other proprietary or confidential information
of the Firm.
18
<PAGE>
Facilitating Transactions When an Employee Leaves the Firm
----------------------------------------------------------
On any termination of employment with the Firm, each employee's
resignation from any position he may hold as an officer or director of
the Firm or any affiliate of the Firm, and from any other position
which he may hold with any pooled investment vehicle advised by the
Firm or any affiliate of the Firm, will become effective immediately.
Upon termination of employment, the employee agrees to promptly
deliver to the Firm all documents, files, books, computer disks or
tapes, lists and any other property prepared by or on behalf of the
Firm or purchased with Firm funds, and to refrain from making,
retaining or distributing copies thereof.
Remedies to the Firm
--------------------
Because of the nature of the harm that the Firm would suffer if
an employee were to violate any of these agreements, a typical court
award of monetary damages to the Firm would be insufficient.
Therefore, if an employee violates any of these agreements, the Firm
will also be entitled to obtain a court order, including a preliminary
or permanent injunction, to enforce them. If an employee receives
compensation as a result of violating any of these agreements, the
Firm will also be entitled to that compensation.
J. REPORTING OF VIOLATIONS TO THE BOARD OF DIRECTORS
-------------------------------------------------
The compliance officer of the Firm shall promptly report to the
compliance officer of the Fund and the Board of Directors of the Firm all
apparent violations of this Code of Ethics and the reporting requirements
thereunder.
When the compliance officer of the Firm finds that a transaction
otherwise reportable to the Board of Directors pursuant to the Code could
not reasonably be found to have resulted in a fraud, deceit or manipulative
practice in violation of Rule 17j-1(a), he/she may, in his/her discretion,
lodge a written memorandum of such finding and the reasons therefor with
the reports made pursuant to this Code of Ethics, in lieu of reporting the
transaction to the Board of Directors. Such findings shall, however, be
reported to the compliance officer of any respective Funds.
The Board of Directors of the Firm or any Fund, or a Committee of
Directors created by such Board of Directors for that purpose, shall
consider reports made to the Board of Directors hereunder and shall
determine whether or not this Code of Ethics has been violated and what
sanctions, if any, should be imposed.
K. ANNUAL REPORTING TO THE BOARD OF DIRECTORS
------------------------------------------
The compliance officer of the Firm shall prepare an annual report relating
to this Code of Ethics to the Board of Directors of the Firm and the Funds.
Such annual report shall:
19
<PAGE>
(a) summarize existing procedures concerning personal investing and any
changes in the procedures made during the past year;
(b) identify any violations requiring significant remedial action during
the past year;
(c) identify any recommended changes in the existing restrictions or
procedures based upon the Firm's experience under its Code of Ethics,
evolving industry practices or developments in applicable laws or
regulations; and
(d) state that the Firm had adopted procedures reasonably necessary to
prevent employees from violating the Code.
L. SANCTIONS
---------
Upon discovering a violation of this Code, the Board of Directors of the Firm
or a Fund may impose such sanctions as they deem appropriate, including, among
other things, a letter of censure or suspension or termination of the
employment of the violator.
M. RETENTION OF RECORDS
--------------------
The Firm shall maintain the following records as required under Rule 17j-1:
(a) a copy of any Code of Ethics in effect within the most recent five
years;
(b) a list of all persons required to make reports hereunder within the
most recent five years and a list of all persons who were responsible
for reviewing the reports, as shall be updated by the compliance
officer of the Firm;
(c) a copy of each report made by an employee hereunder and submitted to
the Firm's compliance officer for a period of five years from the end
of the fiscal year in which it was made;
(d) each memorandum made by the compliance officer of the Firm hereunder,
for a period of five years from the end of the fiscal year in which it
was made;
(e) a record of any violation hereof and any action taken as a result of
such violation, for a period of five years following the end of the
fiscal year in which the violation occurred; and
(f) a copy of every report provided to the Firm's Board of Directors or a
Fund's compliance officer which describes any issues arising under the
Code of Ethics and certifies that the Firm has adopted procedures
reasonably necessary to prevent employees from violating the Code of
Ethics.
Questions regarding interpretation of this Code or questions about its
application to particular situations should be directed to the Compliance
Officer.
20
<PAGE>
Compliance Officers
The firm has designated Lynn Trimby to serve as its Compliance Officer
for Pell, Rudman & Co., Inc., Pell Rudman Trust Company, N.A., Pell Rudman Trust
Company (Atlantic), N.A. and Sovereign Financial Services, Inc. and Andrew
Nichols for Rothschild/Pell Rudman Inc. (and the above entities in the absence
of Lynn Trimby) until further notice.
Originally Dated: September 8, 1998
(Revised June 16, 2000)
_____________________
21
<PAGE>
Exhibit 1
Section 17(j) of the 1940 Act
(j) Rules and regulations prohibiting fraudulent, deceptive or manipulative
courses of conduct
It shall be unlawful for any affiliated person of or principal underwriter
for a registered investment company or any affiliated person of an investment
advisor of or principal underwriter for a registered investment company, 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 such registered investment company in contravention of such
rules and regulations as 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. Such rules and regulations may
include requirements for the adoption of codes of ethics by registered
investment companies and investment advisors of, and principal underwriters for,
such investment companies establishing such standards as are reasonably
necessary to prevent such acts, practices, or courses of business.
22
<PAGE>
Exhibit 2
Rule 17j-1 Revised
(S) 270.17j-1 Personal investment activities of investment company personnel.
(a) Definitions. For purposes of this section:
(1) Access Person means:
(i) Any director, officer, general partner or Advisory Person of a
Fund or of a Fund's investment adviser.
(A) If an investment adviser is primarily engaged in a business
or businesses other than advising Funds or other advisory clients, the
term Access Person means any director, officer, general partner or
Advisory Person of the investment adviser who, with respect to any
Fund, makes any recommendation, participates in the determination of
which recommendation will be made, or whose principal function or
duties relate to the determination of which recommendation will be
made, or who, in connection with his or her duties, obtains any
information concerning recommendations on Covered Securities being
made by the investment adviser to any Fund.
(B) An investment adviser is "primarily engaged in a business or
businesses other than advising Funds or other advisory clients" if,
for each of its most recent three fiscal years or for the period of
time since its organization, whichever is less, the investment adviser
derived, on an unconsolidated basis, more than 50 percent of its total
sales and revenues and more than 50 percent of its income (or loss),
before income taxes and extraordinary items, from the other business
or businesses.
(ii) Any director, officer or general partner of a principal
underwriter who, in the ordinary course of business, makes, participates in
or obtains information regarding, the purchase or sale of Covered
Securities by the Fund for which the principal underwriter acts, or whose
functions or duties in the ordinary course of business relate to the making
of any recommendation to the Fund regarding the purchase or sale of Covered
Securities.
(2) Advisory Person of a Fund or of a Fund's investment adviser means:
(i) Any employee of the Fund or investment adviser (or of any company
in a control relationship to the Fund or investment adviser) 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 a Fund, or whose functions relate to the making of any
recommendations with respect to the purchases or sales; and
(ii) Any natural person in a control relationship to the Fund or
investment adviser who obtains information concerning recommendations made
to the Fund with regard to the purchase or sale of Covered Securities by
the Fund.
23
<PAGE>
(3) Control has the same meaning as in section 2(a)(9) of the Act [15 U.S.C.
80a-2(a)(9)].
(4) Covered Security means a security as defined in section 2(a)(36) of the Act
[15 U.S.C. 80a-2(a)(36)], except that it does 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.
(5) Fund means an investment company registered under the Investment Company
Act.
(6) An Initial Public Offering means an offering of securities registered under
the Securities Act of 1933 [15 U.S.C. 77a], 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 [15 U.S.C. 78m or
78o(d)].
(7) Investment Personnel of a Fund or of a Fund's investment adviser means:
(i) Any employee of the Fund or investment adviser (or of any company in a
control relationship to the Fund or investment 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 the
Fund.
(ii) Any natural person who controls the Fund or investment adviser and who
obtains information concerning recommendations made to the Fund regarding
the purchase or sale of securities by the Fund.
(8) 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) [15 U.S.C.
77d(2) or 77d(6)] or pursuant to rule 504, rule 505, or rule 506 [17 CFR
230.504, 230.505, or 230.506] under the Securities Act of 1933.
(9) Purchase or sale of a Covered Security includes, among other things, the
writing of an option to purchase or sell a Covered Security.
(10) Security Held or to be Acquired by a Fund means:
(i) Any Covered Security which, 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 paragraph (a)(10)(i) of
this section.
24
<PAGE>
(b) Unlawful Actions. It is unlawful for any affiliated person of or
principal underwriter for a Fund, or any affiliated person of an investment
adviser of or principal underwriter for a Fund, in connection with the
purchase or sale, directly or indirectly, by the person of a Security Held
or to be Acquired by the Fund:
(1) To employ any device, scheme or artifice to defraud the
Fund;
(2) To make any untrue statement of a material fact to the Fund
or omit to state a material fact necessary in order to make the
statements made to the Fund, 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 on the Fund; or
(4) To engage in any manipulative practice with respect to the
Fund.
(c) Code of Ethics.
(1) Adoption and Approval of Code of Ethics.
(i) Every Fund (other than a money market fund or a Fund that
does not invest in Covered Securities) and each investment
adviser of and principal underwriter for the Fund, must
adopt a written code of ethics containing provisions
reasonably necessary to prevent its Access Persons from
engaging in any conduct prohibited by paragraph (b) of this
section.
(ii) The board of directors of a Fund, including a majority of
directors who are not interested persons, must approve the
code of ethics of the Fund, the code of ethics of each
investment adviser and principal underwriter of the Fund,
and any material changes to these codes. The board must base
its approval of a code and any material changes to the code
on a determination that the code contains provisions
reasonably necessary to prevent Access Persons from engaging
in any conduct prohibited by paragraph (b) of this section.
Before approving a code of a Fund, investment adviser or
principal underwriter or any amendment to the code, the
board of directors must receive a certification from the
Fund, investment adviser or principal underwriter that it
has adopted procedures reasonably necessary to prevent
Access Persons from violating the Fund's, investment
adviser's, or principal underwriter's code of ethics. The
Fund's board must approve the code of an investment adviser
or principal underwriter before initially retaining the
services of the investment adviser or principal underwriter.
The Fund's board must approve a material change to a code no
later than six months after adoption of the material change.
(iii) If a Fund is a unit investment trust, the Fund's principal
underwriter or depositor must approve the Fund's code of
ethics, as required by paragraph (c)(1)(ii) of this section.
If the Fund has more than one principal underwriter or
depositor, the principal underwriters and depositors may
designate, in writing, which principal underwriter
or depositor must
25
<PAGE>
conduct the approval required by paragraph (c)(1)(ii) of
this section, if they obtain written consent from the
designated principal underwriter or depositor.
(2) Administration of Code of Ethics.
(i) The Fund, investment adviser and principal underwriter must
use reasonable diligence and institute procedures reasonably
necessary to prevent violations of its code of ethics.
(ii) No less frequently than annually, every Fund (other than a
unit investment trust) and its investment advisers and
principal underwriters must furnish to the Fund's board of
directors, and the board of directors must consider, a
written report that:
(A) Describes any issues arising under the code of ethics or
procedures 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 the material violations; and
(B) Certifies that the Fund, investment adviser or principal
underwriter, as applicable, has adopted procedures
reasonably necessary to prevent Access Persons from
violating the code.
(3) Exception for Principal Underwriters. The requirements of
paragraphs (c)(1) and (c)(2) of this section do not apply to any
principal underwriter unless:
(i) The principal underwriter is an affiliated person of the
Fund or of the Fund's investment adviser; or
(ii) An officer, director or general partner of the principal
underwriter serves as an officer, director or general
partner of the Fund or of the Fund's investment adviser.
(d) Reporting Requirements of Access Persons.
(1) Reports Required. Unless excepted by paragraph (d)(2) of this
section, every Access Person of a Fund (other than a money market fund
or a Fund that does not invest in Covered Securities) and every Access
Person of an investment adviser of or principal underwriter for the
Fund, must report to that Fund, investment adviser or principal
underwriter:
(i) Initial Holdings Reports. No later than 10 days after the person
becomes an Access Person, the following information:
(A) 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;
26
<PAGE>
(B) 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
(C) The date that the report is submitted by the Access Person.
(ii) Quarterly Transaction Reports. No later than 10 days after the
end of a calendar quarter, the following information:
(A) With respect to any transaction during the quarter in a
Covered Security in which the Access Person had any direct or
indirect beneficial ownership:
(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.
(B) With respect to any account established by the 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 is submitted by the Access
Person.
(iii) Annual Holdings Reports. Annually, the following information
(which information must be current as of a date no more than 30 days
before the report is submitted):
(A) The title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct or
indirect beneficial ownership;
27
<PAGE>
(B) 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
(C) The date that the report is submitted by the Access Person.
(2) Exceptions from Reporting Requirements.
(i) A person need not make a report under paragraph (d)(1) of
this section with respect to transactions effected for, and
Covered Securities held in, any account over which the person has
no direct or indirect influence or control.
(ii) A director of a Fund who is not an "interested person" of
the Fund within the meaning of section 2(a)(19) of the Act [15
U.S.C. 80a-2(a)(19)], and who would be required to make a report
solely by reason of being a Fund director, need not make:
(A) An initial holdings report under paragraph (d)(1)(i) of
this section and an annual holdings report under paragraph
(d)(1)(iii) of this section; and
(B) A quarterly transaction report under paragraph
(d)(1)(ii) of this section, unless the director knew or, in
the ordinary course of fulfilling his or her official duties
as a Fund director, should have known that during the 15-day
period immediately before or after the director's
transaction in a Covered Security, the Fund purchased or
sold the Covered Security, or the Fund or its investment
adviser considered purchasing or selling the Covered
Security.
(iii) An Access Person to a Fund's principal underwriter need not
make a report to the principal underwriter under paragraph (d)(1)
of this section if:
(A) The principal underwriter is not an affiliated person of
the Fund (unless the Fund is a unit investment trust) or any
investment adviser of the Fund; and
(B) The principal underwriter has no officer, director or
general partner who serves as an officer, director or
general partner of the Fund or of any investment adviser of
the Fund.
(iv) An Access Person to an investment adviser need not make a
quarterly transaction report to the investment adviser under
paragraph (d)(1)(ii) of this section if all the information in
the report would duplicate information required to be recorded
under (S)(S) 275.204-2(a)(12) or 275.204-2(a)(13) of this
chapter.
28
<PAGE>
(v) An Access Person need not make a quarterly transaction report
under paragraph (d)(1)(ii) of this section if the report would
duplicate information contained in broker trade confirmations or
account statements received by the Fund, investment adviser or
principal underwriter with respect to the Access Person in the
time period required by paragraph (d)(1)(ii), if all of the
information required by that paragraph is contained in the broker
trade confirmations or account statements, or in the records of
the Fund, investment adviser or principal underwriter.
(3) Review of Reports. Each Fund, investment adviser and principal
underwriter to which reports are required to be made by paragraph (d)(1) of
this section must institute procedures by which appropriate management or
compliance personnel review these reports.
(4) Notification of Reporting Obligation. Each Fund, investment adviser and
principal underwriter to which reports are required to be made by paragraph
(d)(1) of this section must identify all Access Persons who are required to
make these reports and must inform those Access Persons of their reporting
obligation.
(5) Beneficial Ownership. For purposes of this section, beneficial
ownership is interpreted in the same manner as it would be under (S)
240.16a-1(a)(2) of this chapter in determining whether a person is the
beneficial owner of a security for purposes of section 16 of the Securities
Exchange Act of 1934 [15 U.S.C. 78p] and the rules and regulations there
under. Any report required by paragraph (d) of this section may contain a
statement that the report will not be construed as an admission that the
person making the report has any direct or indirect beneficial ownership in
the Covered Security to which the report relates.
(e) Pre-approval of Investments in IPOs and Limited Offerings.
Investment Personnel of a Fund or its investment adviser must obtain
approval from the Fund or the Fund's investment adviser before
directly or indirectly acquiring beneficial ownership in any
securities in an Initial Public Offering or in a Limited Offering.
(f) Recordkeeping Requirements.
(1) Each Fund, investment adviser and principal underwriter that
is required to adopt a code of ethics or to which reports are
required to be made by Access Persons must, at its principal
place of business, maintain records in the manner and to the
extent set out in this paragraph (f), and must make these records
available to the Commission or any representative of the
Commission at any time and from time to time for reasonable
periodic, special or other examination:
(A) 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,
must be maintained in an easily accessible place;
(B) A record of any violation of the code of ethics, and of any
action taken as a result of the violation, must be maintained in
an easily accessible
29
<PAGE>
place for at least five years after the end of the fiscal year in
which the violation occurs;
(C) 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 paragraph (d)(2)(v) of this section, must be
maintained for at least five years after the end of the fiscal
year in which the report is made or the information is provided,
the first two years in an easily accessible place;
(D) A record of all persons, currently or within the past five
years, who are or were required to make reports under paragraph
(d) of this section, or who are or were responsible for reviewing
these reports, must be maintained in an easily accessible place;
and
(E) A copy of each report required by paragraph (c)(2)(ii) of
this section must be maintained for at least five years after the
end of the fiscal year in which it is made, the first two years
in an easily accessible place.
(2) A Fund or investment adviser must maintain a record of any
decision, and the reasons supporting the decision, to
approve the acquisition by investment personnel of
securities under paragraph (e), for at least five years
after the end of the fiscal year in which the approval is
granted.
30
<PAGE>
Exhibit 3
Inside Information
------------------
The term "insider trading" is not defined in the federal securities laws,
but generally is used to refer to the use of material nonpublic information to
trade in securities (whether or not one is an actual "insider" with respect to
the issuer) or to communicate material nonpublic information to others. As of
January, 1989, it is generally understood that the law prohibits:
1) trading by an insider, while in possession of material nonpublic
information, or
2) trading by a non-insider, while in possession of material nonpublic
information, where the information either was disclosed to the non-
insider in violation of an insider's duty to keep it confidential or
was misappropriated, or
3) communicating material nonpublic information to others.
The elements of insider trading and the penalties for such unlawful conduct
are discussed below.
1) Who is an Insider?
------------------
The concept of "insider" is broad. It includes officers and directors
and may include other employees of an issuer of securities. In addition, a
person can be a "temporary insider" if he or she enters into a special
confidential relationship in the conduct of an issuer's affairs and as a
result is given access to information solely for the issuer's purposes. A
temporary insider can include, among others, a company's attorneys,
accountants, consultants, bank lending officers, and the employees of such
organizations. According to the Supreme Court, the issuer must expect the
outsider to keep the disclosed nonpublic information confidential and the
relationship must at lease imply such a duty before the outsider will be
considered an insider.
2) What is Material Information?
-----------------------------
Trading while in possession of inside information is not a basis for
liability unless the information is material. "Material" information
generally is defined as information for which there is a substantial
likelihood that a reasonable investor would consider it important in making
his or her investment decisions, or information that is reasonably certain
to have a substantial effect on the price of a company's securities.
Information about an issuer that may be material includes, but is not
limited to: dividend changes, earnings estimates, determinations of actual
earnings, changes in previously released earnings estimates, significant
merger or acquisition proposals or agreements, major litigation, liquidity
problems, and extraordinary management developments.
31
<PAGE>
Material information does not have to emanate from an issuer. For
example, in what is known as the Carpenter case, decided in 1987, the
--------
Supreme Court considered as material certain information about the contents
of a forthcoming column in the Wall Street Journal that was expected to
-------------------
affect the market price of securities. In that case, a reporter was found
criminally liable for disclosing to others the dates that reports on
various companies would appear in the Journal and whether those reports
-------
would be favorable or not.
3. What is Nonpublic Information?
------------------------------
Information is nonpublic until it has been effectively
communicated to the market place. One must be able to point to some fact to
show that the information is generally public. For example, information
found in a report filed with the SEC, or appearing in Dow Jones, Reuters
--------- -------
Economic Services, The Wall Street Journal or other publications of general
----------------- -----------------------
circulation would be considered public.
4. Penalties for Insider Trading
-----------------------------
Penalties for trading on or communicating material nonpublic
information are severe, both for individuals involved in such unlawful
conduct and their employers. A person can be subject to some or all of the
penalties below even if he or she does not personally benefit from the
violation. Penalties include:
. civil injunctions
. treble damages
. disgorgement of profits
. jail sentences
. fines for the person who committed the violation of up to
three times the profit gained or loss avoided, whether or
not the person actually benefited, and
. fines for the employer or other controlling person of up to
the greatest of $1,000,000 or three times the amount of the
profit gained or loss avoided.
32
<PAGE>
Exhibit A
Pell Rudman & Co., Inc.
Rothschild/Pell Rudman, Inc.
Pell Rudman Trust Company, N.A.
Pell Rudman Trust Company (Atlantic), N.A.
Sovereign Financial Services, Inc.
CODE OF ETHICS
INITIAL REPORT OF EMPLOYEES
1. I hereby acknowledge that (i) I received of a copy of the Code of Ethics
(the "Code") for the entities listed above (the "Firm"); (ii) I have read
and understand the Code; (iii) and I recognize that I am subject to the Code
as an "employee" of the Firm.
2. Except as noted below, I hereby certify that I have no knowledge of the
existence of any personal conflict of interest relationship which may
involve the Firm or a Fund or Portfolio, such as any economic relationship
between my transactions and securities held or to be acquired by the Firm or
a Fund or Portfolio.
3. As of the date below I had a direct or indirect beneficial ownership in the
following securities. You do not need to report transactions in direct
obligations of the U.S. government, bankers' acceptances, bank certificates
of deposit, commercial paper, high quality short-term debt instruments and
registered open-end investment companies (mutual funds). Please check this
box if an addendum is attached listing additional securities [_]
<TABLE>
<CAPTION>
====================================================================================================
SECURITY NO. OF PRICE PRINCIPAL TYPE OF BROKER, DEALER OR
(include interest SHARES PER SHARE AMOUNT PURCHASE BANK THROUGH WHOM
rate and maturity (Direct or EFFECTED
date, if applicable) Indirect)
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
====================================================================================================
</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control; and (ii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
4. As of the date below I maintain accounts with the brokers, dealers or banks
listed below to hold securities for my direct or indirect benefit. Please
check this box if an addendum is attached listing additional accounts [_]
================================================================================
BROKER, DEALER OR BENEFICIAL OWNER OF ACCOUNT NUMBER DATE ACCOUNT
BANK THROUGH WHOM ACCOUNT OPENED
EFFECTED
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
================================================================================
Signature: __________________________________
Access Person
Name: __________________________________
Date: __________________________________
(First date of access person status)
<PAGE>
Exhibit B
Pell Rudman & Co., Inc.
Rothschild/Pell Rudman, Inc.
Pell Rudman Trust Company, N.A.
Pell Rudman Trust Company (Atlantic), N.A.
Sovereign Financial Services, Inc.
CODE OF ETHICS
ANNUAL REPORT OF EMPLOYEES
1. I hereby acknowledge that I have read and understand the Code of Ethics for
the above entities (the "Code") and recognize that I am subject thereto in
the capacity of an employee of the Firm.
2. I hereby certify that, during the year ended December 31, 200__, I have
complied with the requirements of the Code and I have reported all
securities transactions required to be reported pursuant to the Code.
3. I hereby certify that I have not disclosed pending "buy" or "sell" orders
for a Portfolio or a Fund to any employees of any other Management Company,
except where the disclosure occurred subsequent to the execution or
withdrawal of an order.
4. Except as noted below, I hereby certify that I have no knowledge of the
existence of any personal conflict of interest relationship which may
involve a Fund or a Portfolio, such as any economic relationship between my
transactions and securities held or to be acquired by a Fund or a
Portfolio.
5. As of December 31, 200__, I had a direct or indirect beneficial ownership
in the securities listed below. You do not need to report transactions in
direct obligations of the U.S. government, bankers' acceptances, bank
certificates of deposit, commercial paper, high quality short-term debt
instruments and registered open-end investment companies (mutual funds).
Please check this box if an addendum is attached listing additional
securities [_]
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
SECURITY TYPE OF BROKER, DEALER
(include interest rate and NO. PRICE PER PRINCIPAL PURCHASE OR BANK THROUGH
maturity date, if applicable) OF SHARES SHARE AMOUNT (Direct or Indirect) WHOM EFFECTED
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control; and (ii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
6. As of the date below I maintain accounts with the brokers, dealers or banks
listed below to hold securities for my direct or indirect benefit. Please
check this box if an addendum is attached listing additional accounts [_]
<TABLE>
<CAPTION>
================================================================================================================
BROKER, DEALER OR BENEFICIAL OWNER OF ACCOUNT NUMBER DATE ACCOUNT
BANK THROUGH WHOM ACCOUNT OPENED
EFFECTED
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
================================================================================================================
</TABLE>
Signature: __________________________________
Employee
Name: __________________________________
Date: __________________________________
(No later than 30 days after year-end)
34
<PAGE>
Exhibit B
Pell Rudman & Co., Inc.
Rothschild/Pell Rudman, Inc.
Pell Rudman Trust Company, N.A.
Pell Rudman Trust Company (Atlantic), N.A.
Sovereign Financial Services, Inc.
ADDENDUM TO THE
ANNUAL REPORT OF EMPLOYEE
<TABLE>
<CAPTION>
================================================================================================================
SECURITY TYPE OF BROKER, DEALER OR BANK
(include interest rate and NO. PRICE PER PRINCIPAL PURCHASE THROUGH WHOM
maturity date, if applicable) OF SHARES SHARE AMOUNT (Direct or Indirect) EFFECTED
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
================================================================================================================
</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control; and (ii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
<TABLE>
<CAPTION>
================================================================================================================
BROKER, DEALER OR BENEFICIAL OWNER OF ACCOUNT NUMBER DATE ACCOUNT
BANK THROUGH WHOM ACCOUNT OPENED
EFFECTED
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
================================================================================================================
</TABLE>
35
<PAGE>
EXHIBIT C
Pell Rudman & Co., Inc.
Rothschild/Pell Rudman, Inc.
Pell Rudman Trust Company, N.A.
Pell Rudman Trust Company (Atlantic), N.A.
Sovereign Financial Services, Inc.
CODE OF ETHICS
SECURITIES TRANSACTIONS REPORT FOR THE CALENDAR QUARTER ENDED:_________
1. During the quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such transaction
acquired, direct or indirect beneficial ownership, and which are required
to be reported pursuant to the Code of Ethics. (if none were transacted,
write "none"). You do not need to report transactions in direct obligations
of the U.S. government, bankers' acceptances, bank certificates of deposit,
commercial paper, high quality short-term debt instruments and registered
open-end investment companies (mutual funds). Please check this box if an
addendum is attached listing additional securities [_]
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
SECURITY NATURE OF BROKER, DEALER
(include interest rate and DATE OF NO. PRICE PER PRINCIPAL TRANSACTION OR BANK THROUGH
maturity date, if applicable) TRADE OF SHARES SHARE AMOUNT (Purchase, sale, other) WHOM EFFECTED
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control; and (ii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
2. During the quarter referred to above, I established on the dates indicated
the following accounts in which securities were held during the quarter for
my direct or indirect benefit (if none were opened, write "none"). Please
check this box if an addendum is attached listing additional accounts [_]
<TABLE>
<CAPTION>
================================================================================================================
BROKER, DEALER OR BENEFICIAL OWNER OF ACCOUNT NUMBER DATE ACCOUNT
BANK THROUGH WHOM ACCOUNT OPENED
EFFECTED
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------
================================================================================================================
</TABLE>
3. Except as noted on the reverse side of this report, I hereby certify that I
have no knowledge of the existence of any personal conflict of interest
relationship which may involve the Firm, a Fund or a Portfolio, such as the
existence of any economic relationship between my transactions and
securities held or to be acquired by the Firm, a Fund or a Portfolio.
Signature: _____________________________________
Employee
Name: _____________________________________
Date: _____________________________________
(no later than 10 days after calendar quarter)
36
<PAGE>
EXHIBIT C
Pell Rudman & Co., Inc.
Rothschild/Pell Rudman, Inc.
Pell Rudman Trust Company, N.A.
Pell Rudman Trust Company (Atlantic), N.A.
Sovereign Financial Services, Inc.
CODE OF ETHICS
ADDENDUM TO THE
SECURITIES TRANSACTIONS REPORT FOR THE CALENDAR QUARTER ENDED:_________
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
SECURITY NATURE OF BROKER, DEALER
(include interest rate DATE OF NO. PRICE PRINCIPAL TRANSACTION OR BANK THROUGH
and maturity date, if TRADE OF SHARES PER AMOUNT (Purchase, Sale, WHOM EFFECTED
applicable) SHARE Other)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control; and (ii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
<TABLE>
<CAPTION>
================================================================================================================
BROKER, DEALER OR BENEFICIAL OWNER OF ACCOUNT NUMBER DATE ACCOUNT
BANK THROUGH WHOM ACCOUNT OPENED
EFFECTED
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
================================================================================================================
</TABLE>
Signature: ________________________________________
Employee
Name: ________________________________________
Date: ________________________________________
(no later than 10 days after calendar quarter)
37
<PAGE>
EXHIBIT D
Pell Rudman & Co., Inc.
Rothschild/Pell Rudman, Inc.
Pell Rudman Trust Company, N.A.
Pell Rudman Trust Company (Atlantic), N.A.
Sovereign Financial Services, Inc.
CODE OF ETHICS
SECURITIES TRANSACTIONS REPORT RELATING TO SHORT-TERM TRADING OF INVESTMENT
PERSONNEL FOR THE SIXTY-DAY PERIOD FROM _____________________ TO
_____________________:
During the sixty (60) calendar day period referred to above, the following
purchases and sales, or sales and purchases, of the same (or equivalent)
securities were effected or are proposed to be effected in securities of which I
have, or by reason of such transaction acquired, direct or indirect beneficial
ownership. You do not need to report transactions in direct obligations of the
U.S. government, bankers' acceptances, bank certificates of deposit, commercial
paper, high quality short-term debt instruments and registered open-end
investment companies (mutual funds).
<TABLE>
<CAPTION>
===============================================================================================================
SECURITY PROPOSED DATE NO. OF PRICE PER PRINCIPAL NATURE OF BROKER/DEALER
OF SHARES SHARE AMOUNT TRANSACTION OR BANK THROUGH
TRADE (or proposed (Purchase, Sale, WHOM EFFECTED
price) Other)
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
===============================================================================================================
</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control; and (ii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
I hereby certify that:
(a) I have no knowledge of the existence of any personal conflict of interest
relationship which may involve a Portfolio or Fund of the Firm, such as
frontrunning transactions or the existence of any economic relationship
between my transactions and securities held or to be acquired by a
Portfolio and/or Fund;
(b) such securities, including securities that are economically related to such
securities, involved in the transaction are not (i) being considered for
purchase or sale by a Portfolio and/or Fund, or (ii) being purchased or
sold by a Portfolio and/or Fund; and
(c) such transactions are in compliance with the Code of Ethics of the Firm.
Date: ________________ Signature: _________________________________
Employee
Name: _________________________________
In accordance with the provisions of Section B(2)(c) of the Code of Ethics of
the Firm, the transaction proposed to be effected as set forth in this report
is: Authorized: [ ] Unauthorized: [ ]
Date: ________________ Signature: _________________________________
Compliance Officer
Name: _________________________________
38
<PAGE>
EXHIBIT E
Pell Rudman & Co., Inc.
Rothschild/Pell Rudman, Inc.
Pell Rudman Trust Company, N.A.
Pell Rudman Trust Company (Atlantic), N.A.
Sovereign Financial Services, Inc.
CODE OF ETHICS
Personal Securities Transactions Pre-clearance Form
(see Section D(1), Code of Ethics)
I hereby request pre-clearance of the securities listed below. You do not need
to preclear transactions in direct obligations of the U.S. government, bankers'
acceptances, bank certificates of deposit, commercial paper, high quality short-
term debt instruments and registered open-end investment companies (mutual
funds), or transactions listed in Section D of the Code of Ethics.
<TABLE>
<CAPTION>
===========================================================================================================================
BROKER/ AUTHORIZED
SECURITY NO. OF PRICE PER PRINCIPAL NATURE OF DEALER BY COMPLIANCE
(include interest rate SHARES SHARE AMOUNT TRANSACTION OR BANK THROUGH OFFICER
and maturity date, if (or proposed (Purchase, Sale, WHOM EFFECTED
applicable) price) Other)
YES NO
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
===========================================================================================================================
</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control; and (ii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
Is any proposed transaction described above within sixty (60) days of a prior
transaction in the same or equivalent security?
Yes: [ ] No: [ ]
If yes, the employee must submit a Securities Transactions Report Relating to
Short Term Trading (Exhibit D) for preapproval.
Is any proposed transaction described above considered an Initial Public
Offering (IPO) or Private Placement?
Yes: [ ] No: [ ]
If yes, the Compliance Officer should prepare a memorandum describing the
reasons for preapproving the transaction pursuant to Section B(d)(ii) of the
Code.
Signature: ________________________ Signature: _________________________
Employee Compliance Officer
Name: ________________________ Name: _________________________
Date: ________________________* Date: _________________________
* This preclearance will expire at the close of business on the second (2/nd/)
trading day after preclearance was approved. The Employee is required to
obtain additional preclearance if the trade is not completed before the
authority expire
39
