<PAGE>
May, 2000
ALEX. BROWN INVESTMENT MANAGEMENT ("ABIM")
PERSONAL SECURITIES TRADING
POLICIES AND PROCEDURES
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I. INTRODUCTION
ABIM recognizes the desirability of permitting Employees and
members of their immediate families the opportunity to engage
in normal investment practices for their personal accounts and
accounts in which they have a beneficial interest. The
legitimate investment objectives of Employees, however, must
be balanced against the interests of clients as well as ABIM's
regulatory responsibilities.
ABIM's policies and procedures regarding personal securities
trading have been developed in response to various securities laws and rules
and regulations of self-regulatory agencies. These procedures include many
of the recommendations made by a special advisory group formed by the
Investment Company Institute to review practices and standards governing
personal investing. These procedures have been submitted to the Board of
Directors of the Flag Investors Family of mutual funds (the "Funds"), and
shall serve as the Code of Ethics required in connection with ABIM's
services as investment advisor to the Funds.
Each Employee is expected to adhere to these policies and
procedures so as to avoid any actual or potential conflicts of interest, or
situations in which an individual may be accused of having abused a position
of trust and responsibility. Any questions regarding the application of
these policies and procedures should be directed to the Chief Executive
Officer or the designated ABIM compliance officer.
II. DEFINITIONS
EMPLOYEE - For purposes of these policies and procedures, the term
Employee will refer to all Employees of ABIM and members of their
immediate families.
IMMEDIATE FAMILY - Immediate Family shall include spouse, minor
children, dependents and other relatives who share the same house and
depend on the Employee for support.
EMPLOYEE RELATED ACCOUNTS - The term " Employee Related Account" shall
mean any account held in the name of an Employee or in which the
Employee has a Beneficial Interest. In addition, such accounts include
accounts held in the name(s) of any member(s) of the Employee's
Immediate Family as well as any account in which those persons have a
Beneficial Interest.
BENEFICIAL OWNERSHIP - Beneficial Ownership of a security is to
be determined in the same manner as it is for purposes of Section
16 of the Securities Exchange Act of 1934. This means that an
Employee or immediate family member should generally consider
himself or herself the beneficial owner of any securities of
which he or she shares in the profits, even if he or she has no
influence on voting or disposition of the securities. Examples
include, but are not limited to, accounts for trusts,
partnerships and corporations in which an Employee or immediate
family member maintains an interest or derives a benefit.
<PAGE>
DISCRETIONARY ACCOUNTS - An Employee Related Account where full
investment discretion has been granted to an investment manager,
trustee or outside bank where neither the Employee nor a close
relative participates in the investment decisions or is informed
in advance of transactions in the account.
III. POLICIES/PROCEDURES
A. SUBSTANTIVE RESTRICTIONS ON PERSONAL INVESTING
1. Initial Public Offerings
ABIM EMPLOYEES ARE PROHIBITED FROM ACQUIRING SHARES OF AN ISSUER IN AN
INITIAL PUBLIC OFFERING.
2. Private Securities Transactions
ABIM Employees may engage in such transactions after having
obtained the prior written approval of the Chief Executive
Officer or the designated ABIM compliance officer. Attached as
EXHIBIT A is a copy of the general policy and the appropriate
form for making such request. Among the factors in considering
the request by a senior officer are: 1) whether the
opportunity is being made available to the Employee due to the
Employee's position within ABIM; 2) whether the transaction
would appear to conflict with clients' interests; and, 3)
whether the security being offered is an appropriate
investment to be made on behalf of clients.
Employees who received approval to engage in a private
securities transaction must disclose that investment in the
event they become involved in any subsequent consideration of
the issuer as a potential investment for the Funds or other
clients. In such circumstances, a final decision to invest on
behalf of clients should be made after independent review by
personnel with no personal interest in the issuer.
3. Blackout Periods
a. PENDING TRADES - Employees are prohibited from executing a
transaction in an Employee Related Account when ABIM
clients of their respective business unit have pending
"buy" or "sell" orders in the same security. This
prohibition will remain in effect until such orders are
executed or withdrawn.
d. FUND TRADES - Employees are prohibited from trading in a
security for a period of at least seven calendar days
before, and three calendar days after, any transaction by
a Fund Account advised by ABIM in the same security. This
blackout period would be inapplicable where 1) the market
capitalization of the security exceeded $2 billion; and 2)
trades of the respective business unit of ABIM do not
exceed 10% of the daily average trading volume for the
prior 15 days.
e. DISCRETIONARY ACCOUNTS - The Blackout Periods described
above do not apply to Discretionary Accounts.
4. Outside Securities Accounts
a. GENERAL
<PAGE>
Except in extraordinary circumstances, ABIM prohibits the
maintenance of Employee Related Accounts with
broker/dealers outside of DBAB. The Chief Executive
Officer or the designated ABIM compliance officer approves
any requests by Employees for such accounts. If such
outside securities accounts are approved, ABIM must
receive duplicate copies of confirmations and statements.
Before engaging in any transactions, the Employee must
confirm that: i) the account has been approved; and, ii)
that firm has been instructed to provide duplicate
confirmations and statements. Attached as EXHIBIT B, is a
copy of the general policy and the appropriate form for
making such request. All such accounts are subject to
prior approval and record keeping requirements as will be
described below.
b. EXCEPTIONS
ABIM has determined that the following outside accounts
are exempt from the prior approval requirements:
(i) accounts maintained directly with an investment
company in which shares of open-end investment
companies ONLY can be purchased; and
(iii) Discretionary Accounts.
c. TRANSFER
Outside accounts which are not exempt under Section 4.b.
must be transferred to DBAB within forty-five (45) days of
the Employee's hire date.
5. Ban on Short-Term Trading Profits
In addition to the blackout periods noted above, and in the
absence of appropriate extenuating circumstances, ABIM
Employees are prohibited from profiting in the purchase and
sale, or sale and purchase, of the same (or equivalent)
securities within 60 calendar days. Profits realized from
trades within the proscribed period will be required to be
forfeited to the appropriate ABIM business unit. Under limited
and appropriate circumstances, an Employee may request an
exception to this restriction. Such requests may only be made
to the appropriate Chief Executive Officer or the designated
ABIM compliance officer.
6. Outside Business Affiliations, Employment or Compensation
ABIM Employees may not maintain outside affiliations (e.g.
officer or director, governor, trustee, etc.) without the
prior written approval of the appropriate senior officer of
their respective business units. Attached as EXHIBIT C is a
copy of the general policy and the appropriate form for making
such request. Service on Boards of publicly traded companies
should be limited to a small number of instances. However,
such service may be undertaken based upon a determination that
these activities are consistent with the interest of ABIM and
its clients. Employees serving as directors will not be
permitted to participate in the process of making investment
decisions on behalf of clients which involve the subject
company.
7. Gifts
ABIM restricts the making or receiving of gifts and gratuities
to ensure the highest standards of employee integrity and
conduct, and to ensure compliance with rules of the various
self-regulatory organizations. ABIM Employees are expected to
report and receive prior approval for any such gifts or
gratuities, except for gifts of DE MINIMIS value. DE MINIMIS
is defined as the annual receipt of gifts from the same source
valued at $100 or less.
B. PROCEDURES FOR PERSONAL INVESTING
<PAGE>
1. Transaction Approval
All ABIM Employees must receive prior approval of personal
securities transactions in Employee Related Accounts. All
prior approval requests must be made in writing to the
appropriate person designated for such approvals. Approvals
of transactions are good for the day they are given and must
be reinstated the next day if not executed or withdrawn.
Attached, as EXHIBIT D is a copy of the Personal Securities
Transaction Approval Form to be completed by ABIM Employees.
Only after receiving approval may the ABIM Employees contact
their registered representative to enter the order.
Requests for approval of trades by ABIM Employees (and the
accompanying approval form) are to be directed to the Chief
Executive Officer, or his designee, and a copy of the
completed form will be maintained centrally at ABIM.
ABIM has determined that certain securities transactions are
exempt from the prior approval requirements as follows:
- Trading activity in Discretionary Accounts;
- Shares of open-end investment companies
registered under the Investment Company Act
of 1940;
- Shares purchased under an issuer sponsored
dividend reinvestment program;
- Purchases and sales of securities issued or
guaranteed by the U.S. government or its
agencies and bank certificates of deposit;
- To the extent acquired from the issuer,
purchases effected upon the exercise of
rights issued PRO RATA to holders of a class
of securities; and
- Securities purchased under an employer
sponsored stock purchase plan or upon the
exercise of employee stock options. ANY SALE
OF SECURITIES ACQUIRED PURSUANT TO THE
EXERCISE OF EMPLOYEE STOCK OPTIONS REMAINS
SUBJECT TO THE PRE-CLEARANCE PROCEDURES.
2. Records of Securities Transactions
a. GENERAL
EACH ABIM EMPLOYEE IS RESPONSIBLE FOR CONFIRMING THAT ALL
EMPLOYEE RELATED ACCOUNTS ARE SET UP IN SUCH A WAY THAT
DESIGNATED SUPERVISORY PERSONNEL RECEIVE RECORDS OF
SECURITIES TRANSACTIONS AS FOLLOWS:
(i) In the case of accounts maintained at DBAB, a
report system (the Firm Insider Trade Report
System) has been developed which will provide
designated supervisory personnel a weekly summary
report of securities transactions in Employee
Related Accounts. At the time an account is
approved, Employees must provide the account name
and number to the person in their respective
business unit responsible for maintaining the
report system.
(ii) IN THE CASE OF OUTSIDE SECURITIES ACCOUNTS, ABIM
MUST RECEIVE DUPLICATE COPIES OF CONFIRMATIONS
AND STATEMENTS. BEFORE ENGAGING IN ANY
TRANSACTIONS, THE EMPLOYEE MUST CONFIRM THAT: I)
THE
<PAGE>
ACCOUNT HAS BEEN APPROVED; AND, II) THAT FIRM
HAS BEEN INSTRUCTED TO PROVIDE DUPLICATE
CONFIRMATIONS AND STATEMENTS.
b. EXEMPTIONS
(i) Accounts maintained directly with an investment
company in which shares of open-end investment
companies ONLY can be purchased are exempt from
the records requirements, provided that the
requisite information regarding the account is
disclosed in the Employee's Initial Holdings
Report and Annual Holdings Report, as described
in paragraph 4.a. below.
(ii) Discretionary Accounts are exempt from the
records requirements, provided that the requisite
information regarding the account is disclosed as
described in paragraph 4.b. below.
3. Post-Trade Monitoring
ABIM SUPERVISORY PERSONNEL WILL CONDUCT PERIODIC REVIEWS OF THE TRADING
ACTIVITIES OF ABIM EMPLOYEES TO MONITOR COMPLIANCE WITH THESE
PROCEDURES SO AS TO ENSURE THAT THE INTERESTS OF ABIM AND ITS CLIENTS
ARE NOT COMPROMISED.
4. Certification/Disclosure of Accounts and Holdings
a. EMPLOYEE RELATED ACCOUNTS
ALL ABIM EMPLOYEES WILL, AT TIME OF HIRE AND ANNUALLY THEREAFTER, BE
PROVIDED WITH A COPY OF THESE POLICIES AND PROCEDURES AND WILL BE
REQUESTED TO CERTIFY ANNUALLY THAT THEY HAVE READ AND UNDERSTAND THEM.
(i) INITIAL HOLDINGS REPORT
Within 10 days of the Employee's hire date, each
Employee shall make an Initial Holdings Report in the
form of EXHIBIT E.
(ii) ANNUAL HOLDINGS REPORT
On an annual basis, each Employee shall make an
Annual Holdings Report in the form of EXHIBIT F. The
Annual Holdings Report shall contain information
which is current as of a date which is no more than
30 days before the report is submitted.
b. DISCRETIONARY ACCOUNTS
Each ABIM Employee with an outside Discretionary Account will,
at the time of hire and annually thereafter, provide Chief
Executive Officer or the designated ABIM compliance officer
with a certification from their investment manager, trustee or
outside bank, as applicable, as to the discretionary status of
the account. The certification form is attached as EXHIBIT G.
C. Sanctions
<PAGE>
1. Persons violating the provisions of these Personal Trading
Policies and Procedures may be subject to the following
sanctions:
a. When a violation occurs, a committee consisting of ABIM
senior management will review the violation. The committee
will determine appropriate sanctions, which may include
(but are not limited to) a letter of censure, monetary
penalties, restrictions on the violator's personal
securities transactions, unwinding of the transaction and
disgorgement of profits and suspension or termination of
employment.
b. The proceeds of any monetary penalties recovered in
connection with the sanctions described above shall be
donated to the United Way.
<PAGE>
EXHIBIT A
PRIVATE SECURITIES TRANSACTIONS
Private Securities Transactions are those which are not transacted
through a brokerage firm and/or not reflected on records of accounts
maintained at such brokerage firms. ABIM Employees and members of their
immediate family may not purchase or sell any security (except those exempt
under these Personal Securities Policies and Procedures) in a private
securities transaction unless the Employee has received the PRIOR WRITTEN
APPROVAL of the senior officer of their respective business unit. Requests
for approval must be made on the REQUEST FOR APPROVAL OF PRIVATE SECURITIES
TRANSACTION FORM (a copy of which is provided with this Code).
The definition of a private securities transaction should be
construed broadly. Any questions regarding such transactions should be
directed to the senior officer of the respective business unit.
PLEASE SEE THE REQUEST FOR APPROVAL OF PRIVATE SECURITIES TRANSACTION
FORM BEGINNING ON THE FOLLOWING PAGE
<PAGE>
REQUEST FOR APPROVAL OF
PRIVATE SECURITIES TRANSACTION
To: J. Dorsey Brown, III (Chief Executive Officer)
The undersigned requests approval of the following securities transaction:
Issuer:
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Is Issuer a publicly traded company? Yes No
------------- ------------
Buy: Sell: Anticipated Date of Transaction:
----------- ---------- -------------
Description of Securities:
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Number of Shares/Units: Cost/Proceeds
------------------- -------------------
Name of person from whom I propose to purchase or to whom I propose to sell:
Is this person a client of the Firm? Yes No
------------- -------------
If yes, what is nature of the client relationship between that person and the
firm?
To your knowledge, is this investment being offered to
others? Yes No
------------ -----------
Are you providing any service or advice to this
Issuer? Yes No
------------- ------------
If yes, please describe the service or advice:
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(Name of Person Requesting Approval)
-----------------------------
(Date) (Signature)
..............................................................................
IMPORTANT NOTICE
IT IS THE FIRM'S POLICY THAT EMPLOYEES MAY NOT SOLICIT OR
RECOMMEND TO ANY CLIENT OF THE FIRM THE PURCHASE OF ANY SECURITY UNLESS
SUCH PURCHASE IS MADE THROUGH THE FIRM. MOREOVER, THE RECEIPT BY ANY
EMPLOYEE OF A "FINDER'S FEE" OR OTHER COMPENSATION FROM A PERSON OR COMPANY
UNRELATED TO THE FIRM FOR REFERRALS OF PROSPECTIVE INVESTORS IS PROHIBITED.
To: J. Dorsey Brown, III, Chief Executive Officer
I have reviewed and approved this request for permission to engage
in the private securities transaction described. In connection with this
request, I have the following comments:
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J. Dorsey Brown, III
----------------------------------------
(Name of Branch/Department Manager)
--------------------------------- ----------------------------------------
(Date) (Signature of Branch/Department Manager)
..............................................................................
To: (Person Requesting Approval)
------------------------------------------
Your request for permission to engage in the private securities
transaction described on the front of this form has been APPROVED. If any
of the details of that transaction change, please advise Mutual Funds
Compliance BEFORE the transaction is completed.
-------------------------------
(Date) J. Dorsey Brown, III, Chief Executive Officer
<PAGE>
EXHIBIT B
OUTSIDE SECURITIES ACCOUNTS
It is the Firm's policy that all Employee Related Accounts be
maintained at DBAB. Such accounts may be maintained at outside firms only
in extraordinary circumstances. Any such requests for an outside securities
account must be made in writing on a REQUEST FOR APPROVAL OF AN OUTSIDE
BROKERAGE ACCOUNT FORM (a copy of which is provided with these procedures)
and approved IN ADVANCE by the appropriate senior officer of the respective
business unit. Approval will be granted only if:
- The other firm offers products of services not available through
DBAB; or,
- Other extenuating needs or circumstances exist and are
demonstrated.
PLEASE SEE THE REQUEST FOR APPROVAL OF OUTSIDE BROKERAGE ACCOUNT
FORM BEGINNING ON THE FOLLOWING PAGE
<PAGE>
REQUEST FOR APPROVAL OF AN OUTSIDE BROKERAGE ACCOUNT
To: J. Dorsey Brown, III From:
-------------------------------- ---------------------------------
Branch/Department Manager
The undersigned requests approval to maintain the outside brokerage account
described below.
Name & Address
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of Broker Dealer
------------------------------------------------------------
Investment Representative for A/C:
------------------------------------------
A/C #: A/C Title:
---------------------------- ----------------------------
Reason for Request:
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----------------------------------------------------------------------------
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I understand that if my request is approved, I must:
1) Comply with the Firm's procedures requiring prior approval by
my supervisor of All transactions in this account; and
2) Make the necessary arrangements for my supervisor to receive
duplicate confirmations and monthly statements for this
account.
------------------------------------ ----------------------------------------
(Name of Person Requesting Approval) (Signature of Person Requesting Approval)
..............................................................................
To: Mutual Funds Compliance Date:
----------------------------------
I have reviewed and approved this request for the above outside
brokerage account.
----------------------------------- ----------------------------------------
(Name of Branch/Department Manager) (Signature of Branch/Department Manager)
<PAGE>
EXHIBIT C
OUTSIDE BUSINESS AFFILIATIONS,
EMPLOYMENT AND COMPENSATION
General Policy
No ABIM Employee may maintain outside affiliations (directorships,
governorships or trusteeships) with business organizations, outside
employment or receive compensation from any source, without the PRIOR
APPROVAL of the Chief Executive Officer or the designated ABIM compliance
officer. In addition, some instances may require approval by the New York
Stock Exchange as well. Requests for approval must be made on the OUTSIDE
BUSINESS AFFILIATION, EMPLOYMENT OR COMPENSATION FORM (a copy of which is
provided with these procedures). Termination of such affiliations must also
be reported.
Service on Board of Eleemosynary Organizations
ABIM Employees are encouraged not only to provide monetary support
to charitable and civic organizations in their communities, but also to be
generous with their time and effort. ABIM is justifiably proud that many
Employees serve as officers, directors, trustees or fund-raisers for
numerous eleemosynary organizations.
From time to time, such organizations may need to procure, either
directly or indirectly, brokerage or investment management services that
DBAB provides, and the Employee associated with such an organization may
expect either to provide those services on behalf of DBAB, or be
compensated by DBAB as a result of the use of these services, or to be
directed business by an unrelated service provider recommended by the
Employee to that organization.
For the benefit of the eleemosynary organization, DBAB and the
ABIM Employee associated with the eleemosynary organization, the following
guidelines apply WHENEVER DBAB is providing or is expected to provide
services, directly or indirectly, to the organization with which the
employee is associated:
1. The Employee must disclose his or her employment by
ABIM; and,
2. If the Employee expects to be compensated by DBAB in
connection with or as a result of, the services
provided by DBAB or an unrelated service provider
recommended by the Employee, the Employee must
disclose this fact; and,
3. If the Employee is a member of the body which decides
whether to employ DBAB, the Employee must abstain
from participating in the selection of the service
provider; and,
4. All of the foregoing must be memorialized in writing
to the appropriate officer of the board of the
eleemosynary organization or in the minutes of the
applicable meeting(s) of the governing body at which
the selection of the service provider is made.
PLEASE SEE THE APPROVAL OF OUTSIDE BUSINESS AFFILIATION,
EMPLOYMENT OR COMPENSATION FORM ON THE FOLLOWING PAGE
<PAGE>
OUTSIDE BUSINESS AFFILIATION, EMPLOYMENT OR COMPENSATION
FIRM POLICY
No Employee may maintain any outside affiliations (e.g. officer or
director, governor, or trustee etc.) with any business organization,
outside employment, or receive compensation from any source without prior
approval of the individual's Branch/Department Manager and Mutual Funds
Compliance.
Outside affiliation relationships with non-business organizations
(e.g. church, civic organization, etc.) do not require prior approval
unless the Employee wants to establish and handle an account for the
organization. Generally, Employee's may not serve as trustee for any such
accounts while they also serve as IR.
Please provide the information requested below, sign on the back,
and submit the form to you Branch/Department Manager for approval. You will
be informed if approval is granted.
1. Employee Name:
----------------------------------------------------------
2. Organization with which you wish to become affiliated, or organization
or person by whom you wish to be employed or compensated:
a. Name:
-------------------------------------------------------------
b. Address:
----------------------------------------------------------
c. Nature of Business:
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d. Does the organization have publicly traded securities?
------------
e. If so, where are they traded?
-------------------------------------
f. Does the organization have a brokerage account at the Firm?
-------
g. If so, what is the account number and who is the IR?
--------------
3. State the nature of your proposed affiliation or employment, or the nature
of the services for which you will be compensated, and briefly describe
your duties:
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-----------------------------------------------------------------------
4. On what date will your proposed affiliation, employment or compensation
begin?
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5. a. Will you be compensated?
--------------------------------------------
b. If so, how much?
----------------------------------------------------
6. State the nature and extent of your financial interest, if any, in the
organization:
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-----------------------------------------------------------------------
7. State the amount of time you will devote to the organization's business
and indicate whether you will devote any time to the organization's
business during normal working hours:
----------------------------------
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<PAGE>
8. State the reasons why you have been asked to become affiliated with the
organization (social contact, knowledge of the industry,
etc.)
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............................................................................
To: J. Dorsey Brown, III (Chief Executive Officer)
--------------------------------------
The undersigned requests approval of the outside business
affiliation, employment or compensation described on the reverse side of
this request.
-----------------------------------------
(Name of Person Requesting Approval)
---------------------------------- -----------------------------------------
(Date) (Signature of Person Requesting Approval)
.............................................................................
To: Mutual Funds Compliance
I have reviewed and approved this request for the outside business
affiliation, employment or compensation described on the reverse side of
this request. In connection with this request, I have the following
comments:
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----------------------------------------------------------------------------
----------------------------------------------------------------------------
-----------------------------------------
(Name of Branch/Department Manager)
---------------------------------- -----------------------------------------
(Date) (Signature of Branch/Department Manager)
.............................................................................
To: (Person Requesting Approval)
-------------------------------------
The outside business affiliation, employment or compensation
described on the reverse side of this request has been APPROVED. Please
advise your Manager and the Legal/Compliance Department in writing if any
of the information on the reverse side of this request changes materially.
---------------------------------- -----------------------------------------
(Date) (Mutual Funds Compliance)
<PAGE>
OUTSIDE BUSINESS AFFILIATION, EMPLOYMENT OR COMPENSATION
FIRM POLICY
No Employee may maintain any outside affiliations (e.g. officer or
director, governor, or trustee etc.) with any business organization,
outside employment, or receive compensation from any source without prior
approval of the individual's Branch/Department Manager and Mutual Funds
Compliance.
Outside affiliation relationships with non-business organizations
(e.g. church, civic organization, etc.) do not require prior approval
unless the Employee wants to establish and handle an account for the
organization. Generally, Employee's may not serve as trustee for any such
accounts while they also serve as IR.
Please provide the information requested below, sign on the back,
and submit the form to you Branch/Department Manager for approval. You will
be informed if approval is granted.
1. Employee Name:
----------------------------------------------------------
2. Organization with which you wish to become affiliated, or organization
or person by whom you wish to be employed or compensated:
a. Name:
-------------------------------------------------------------
b. Address:
----------------------------------------------------------
c. Nature of Business:
-----------------------------------------------
d. Does the organization have publicly traded securities?
------------
e. If so, where are they traded?
-------------------------------------
f. Does the organization have a brokerage account at the Firm?
-------
g. If so, what is the account number and who is the IR?
--------------
3. State the nature of your proposed affiliation or employment, or the nature
of the services for which you will be compensated, and briefly describe
your duties:
-----------------------------------------------------------
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-----------------------------------------------------------------------
4. On what date will your proposed affiliation, employment or compensation
begin?
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5. a. Will you be compensated?
--------------------------------------------
b. If so, how much?
----------------------------------------------------
6. State the nature and extent of your financial interest, if any, in the
organization:
-----------------------------------------------------------
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-----------------------------------------------------------------------
7. State the amount of time you will devote to the organization's business
and indicate whether you will devote any time to the organization's
business during normal working hours:
----------------------------------
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<PAGE>
8. State the reasons why you have been asked to become affiliated with the
organization (social contact, knowledge of the industry,
etc.)
------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
............................................................................
To: J. Dorsey Brown, III (Chief Executive Officer)
--------------------------------------
The undersigned requests approval of the outside business
affiliation, employment or compensation described on the reverse side of
this request.
-----------------------------------------
(Name of Person Requesting Approval)
---------------------------------- -----------------------------------------
(Date) (Signature of Person Requesting Approval)
.............................................................................
To: Mutual Funds Compliance
I have reviewed and approved this request for the outside business
affiliation, employment or compensation described on the reverse side of
this request. In connection with this request, I have the following
comments:
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----------------------------------------------------------------------------
----------------------------------------------------------------------------
-----------------------------------------
(Name of Branch/Department Manager)
---------------------------------- -----------------------------------------
(Date) (Signature of Branch/Department Manager)
.............................................................................
To: (Person Requesting Approval)
-------------------------------------
The outside business affiliation, employment or compensation
described on the reverse side of this request has been APPROVED. Please
advise your Manager and the Legal/Compliance Department in writing if any
of the information on the reverse side of this request changes materially.
---------------------------------- -----------------------------------------
(Date) (Mutual Funds Compliance)
<PAGE>
EXHIBIT D
ABIM EMPLOYEE TRANSACTION APPROVAL FORM
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EMPLOYEE NAME
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NAME OF SECURITY
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BUY or SELL/ # OF SHARES
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TRADE DATE
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ACCOUNT #
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BROKER/BROKERAGE
Are you aware of any fund trades of the securities named above in the
past 3 days or of the intention of any fund manager to trade the securities
named above within the next 7 days? / / YES / / NO
If the transaction described above is a purchase, does it involve the
acquisition of shares of an issuer in an initial public offering?
/ / YES / / NO
(PURCHASES OF SHARES OF AN ISSUER IN AN INITIAL PUBLIC OFFERING ARE
PROHIBITED.)
If the transaction described above is a transaction for profit, have you
held your position in the securities for more than 60 days?
/ / YES / / NO
(IF TRANSACTION IS FOR PROFIT, POSITION MUST BE HELD A MINIMUM OF SIXTY
(60) DAYS PRIOR TO SALE.)
Approval
------------------------------
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FOR COMPLIANCE DEPARTMENT USE ONLY
-Market cap: over $2 billion under $2 billion
----- ------
-FUND TRADES DO NOT EXCEED 10% OF ISSUER'S AVERAGE DAILY TRADING VOLUME
FOR LAST 15 DAYS: YES NO
----- -----
-Blackout period applies: yes no
----- -----
Initials
---------
<PAGE>
EXHIBIT E
ALEX. BROWN INVESTMENT MANAGEMENT
INITIAL HOLDINGS REPORT
Name of Reporting Person:
----------------------------------------------------
Date Person Became an Access Person:
-----------------------------------------
Information in Report Dated As Of:
-------------------------------------------
Date Report Due (within 10 days of becoming an Access Person):
---------------
Date Report Submitted:
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SECURITIES HOLDINGS
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Name of Issuer and Title of Principal Amount, Maturity Date and
Security Interest Rate (if applicable)
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-----------------------------------------------------------------------------
If you have no securities holdings to report, please check here:
-------------
If you do not want this report to be construed as an admission that you
have beneficial ownership of one or more securities reported above, please
describe below and indicate which securities are at issue:
-------------------
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SECURITIES ACCOUNTS
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Name of Broker, Dealer or Bank Name(s) and Type of Account
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
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If you have no securities accounts to report, please check here:
-------------
I certify that I have included on this report all securities holdings and
accounts required to be reported pursuant to the Code of Ethics of Alex.
Brown Investment Management.
------------------------------------- -------------------------------------
Signature Date
<PAGE>
EXHIBIT F
ALEX. BROWN INVESTMENT MANAGEMENT
ANNUAL HOLDINGS REPORT
Name of Reporting Person:
----------------------------------------------------
Information in Report Dated as have (no more than 30 days before date
report is submitted):
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Date Report Due:
-------------------------------------------------------------
Date Report Submitted:
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Year Ended:
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SECURITIES HOLDINGS
-----------------------------------------------------------------------------
Name of Issuer and Title of Principal Amount, Maturity Date and
Security Interest Rate (if applicable)
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If you have no securities holdings to report for the year, please check
here:
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If you do not want this report to be construed as an admission that you
have beneficial ownership of one or more securities reported above, please
describe below and indicate which securities are at issue:
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SECURITIES ACCOUNTS
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Name of Broker, Dealer or Bank Date Account Was Name(s) and Type
Established of Account
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If you have no securities accounts to report for the year, please check
here:
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I certify that I have included on this report all securities holdings and
accounts required to be reported pursuant to the Code of Ethics of Alex.
Brown Investment Management.
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SIGNATURE DATE
<PAGE>
EXHIBIT G
DISCRETIONARY ACCOUNT CERTIFICATION FORM
I, ____________________ hereby certify that I am a representative
of the investment manager, trustee or outside bank at which the account
described below is maintained:
ACCOUNT NAME:
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ACCOUNT NUMBER:
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FIRM AT WHICH
MAINTAINED:
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BENEFICIARY(IES):
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I further certify that neither the Beneficiary named above nor any
close relative of the Beneficiary exercises investment discretion over the
account, participates in investment decisions with respect to the account
or is informed in advance of transactions in the account.
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(Signature)
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(Name)
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(Title)
