EX-99.p9 CODE ETH
PPM HOLDINGS, INC.
PPM AMERICA, INC.
PPM FINANCE, INC.
PPM AMERICA FUNDS
CODE OF ETHICS AND CONDUCT
As an investment adviser, PPM America, Inc. ("PPMA") owes its clients,
and the shareholders of any mutual fund for which it is adviser or subadviser,
the highest duty of diligence and loyalty. Accordingly, one of the fundamental
policies of PPMA is to avoid any conflict of interest. In furtherance of this
fundamental policy, this Code of Ethics and Conduct ("Code") has been adopted by
PPMA, by PPMA's immediate parent company, PPM Holdings, Inc., by PPMA's
affiliated company, PPM Finance, Inc., and by PPM America Funds ("PPM Funds").
PPMA, PPM Holdings and PPM Finance are referred to collectively in the Code as
"PPM."
The PPM Funds have separately adopted a Code of Ethics for their
non-interested trustees. In addition, PPM has adopted a separate Code of Ethics
for Certain Employees of Jackson National Life Insurance Company ("Code for JNL
Covered Persons").
This Code applies to each employee of PPM, including all executive
officers of PPMA, PPM Holdings or PPM Finance, and to all access persons of the
PPM Funds (each referred to collectively in the Code as an "Employee"). It does
not apply to employees of Jackson National Life Insurance Company who are
"Covered Persons" under the Code for JNL Covered Persons.
This Code contains many references to the "Chief Compliance Officer."
References to the Chief Compliance Officer mean the Chief Compliance Officer of
PPMA, or a person designated by the Chief Compliance Officer to assume
responsibility for a particular function (for example, to monitor personal
securities transactions, or to consider requests for preclearance of
transactions) or during a period of time (for example, during an absence of the
Chief Compliance Officer).
Each Employee should consult with the Chief Compliance Officer or with
PPMA's General Counsel regarding any question about the Code or other issues
relating to PPM's fiduciary obligations to its clients before taking any action.
Please also remember that PPM has developed Policy and Procedures
Regarding Inside Information and Chinese Walls ("Inside Information Policy"),
and has also adopted a Policy and Procedures for Certain JNL Covered Persons
Regarding Inside Information and Chinese Walls. Please refer to the Inside
Information Policy as appropriate.
I. GENERAL STANDARDS
A. Fair Dealing. Each Employee shall act in a manner consistent with
the obligation of PPM and each person covered by the Code to deal fairly with
all clients when taking investment action. Any investment ideas developed by an
Employee in the course of the Employee's work for PPM shall be made available
for use by PPM's clients prior to any personal trading or investment by any
Employee based on those ideas, including trading or investment by an Employee
directly or indirectly.
B. Personal Securities Transactions. No Employee may purchase or sell
any security in which the Employee has a beneficial interest, or in an account
(other than the account of a PPM client) directly or indirectly controlled or
influenced by the Covered Person, except in accordance with this Code. See
Appendix A for examples of situations in which a person covered by the Code will
be deemed to have a beneficial interest in a security for purposes of the Code.
Specific prohibitions and reporting requirements are contained in Sections III
and IV of the Code.
C. Gifts, Favors, and Gratuities. An Employee may not accept any gift,
favor, gratuity or invitation offered by any broker, client, approved company
(i.e., a company whose securities are held by a PPM client), supplier, or other
person or organization with whom PPM has a business relationship, that creates a
conflict between the Employee's personal financial interest and the interests of
PPM's clients. Specifically, an Employee may not accept any such gift, favor,
gratuity or invitation except those extended as a customary courtesy of business
life. Prohibited gifts or gratuities include the receipt of any credit facility,
personal investment opportunities or other special treatment from any broker or
dealer that is not available from that broker or dealer to similarly situated
customers not in the securities or investment management business.
No Employee should offer any gift, favor, gratuity, or invitation that
influences decision-making or otherwise creates a conflict of interest on the
part of the intended recipient.
D. Confidentiality. Information relating to any client's portfolio or
activities is strictly confidential and shall not be disclosed, orally or in
writing, to anyone outside PPM, unless that Employee has been specifically
authorized to release that information by the Chief Compliance Officer or PPMA's
General Counsel. For further guidance, consult PPM's Press Policy and policy
regarding Confidential Information and Non-Competition.
E. Service as a Director. No Employee shall serve on the board of
directors (or equivalent) of any company with a class of publicly-held
securities, except (i) for Employees who are members of PPMA's Private
Information Investment Group, in accordance with the Compliance Procedures for
Private Information Investment Group Employees to Serve on the Board of
Directors of a Public Company and (ii) with the prior authorization of PPMA's
Board of Directors. Board service increases the likelihood of possession of
material, non-public information. Please refer to PPM's Inside Information
Policy.
F. Exemptions from the Code's Provisions. The purpose of the Code is to
prevent the damage that might result from a conflict between the interests of an
Employee and PPM's clients, not to impose undue financial burdens on persons
subject to the Code. For that reason, the Chief Compliance Officer has the
authority to grant an exemption, in advance of any proposed transaction, from
any provision of this Code (except the provisions requiring (i) reporting of
personal securities transactions and (ii) preclearance of acquisitions of
securities in private placements) if, in the judgment of the Chief Compliance
Officer, compliance with the provision of the Code would result in serious
financial hardship to the Employee and the requested exemption would not result
in any breach by PPM of its duties to its clients. Exemption of a proposed
transaction from the Code is expected to be granted very rarely.
II. TRANSACTIONS COVERED BY THE CODE
AND EXEMPT TRANSACTIONS
This Code regulates personal securities transactions as a part of the
effort by PPM to detect and prevent conduct that might create an actual or
potential conflict of interest with a client. The Code flatly prohibits certain
transactions and establishes reporting requirements for all personal securities
transactions except those listed as exempt in Section II.B.
A. Transactions Covered by the Code. Every transaction in a security by
or for the benefit of an Employee is subject to the Code, including the
acquisition or disposition of a security by gift or the acquisition of
securities through an automatic dividend reinvestment plan.
Security is defined very broadly for purposes of the Code. Transactions
involving options, warrants, and futures contracts are subject to the same
restrictions and procedures as those set forth in this Code with respect to the
underlying securities.
The Code covers transactions in:
o the personal account of an Employee,
o the account of any member of the Employee's immediate family
(including spouse, minor children or any relative living in
the Employee's home),
o any other account in which the Employee has a direct or
indirect financial or "beneficial" ownership interest, and
o in any account (other than an account for a PPMA client)
controlled by or under the influence of the Employee.
As required by the Securities and Exchange Commission, beneficial interest is
defined broadly; see Appendix A to the Code for examples of ownership
arrangements covered by the Code. Having a beneficial interest in a security for
purposes of the Code is not necessarily the same thing as ownership for other
purposes (including, for example, tax purposes).
If you have any question about whether a transaction is covered by the
Code, contact the Chief Compliance Officer before taking any action.
B. Exempt Transactions. The following transactions are exempt
from the reporting provisions of this Code:
1. purchases or sales effected in any account over which an
Employee has no direct or indirect influence or control or in
any account of the Employee which is managed on a
discretionary basis by a person other than the Employee and
with respect to which the Employee does not in fact influence
or control purchase or sale transactions;
2. purchases or sales which are involuntary on the part of the
Employee (for example, the redemption of a debt security by
the issuer);
3. purchases of securities by exercising rights that were issued
pro rata to all holders of a class of securities, but only if
the Employee acquired the rights directly from the issuer (and
not by purchase from someone other than the issuer), and sales
of rights that were acquired by the Employee by pro rata
issuance directly from the issuer; and
4. transactions involving: shares of registered open-end mutual
funds; securities issued by the United States Government;
bankers' acceptances; bank certificates of deposit; commercial
paper; high quality short-term debt securities, including
repurchase agreements.
III. PERSONAL INVESTMENT RULES
A. Prohibited Transactions. The following transactions are
prohibited:
1. Front-Running. No Employee shall engage in "front-running" an
order or recommendation. Front-running consists of executing a
personal securities transaction in the same or underlying
securities, options, rights, warrants, convertible securities,
or other related securities, based on the knowledge of a
forthcoming transaction or recommendation by PPM.
2. Securities on Restricted Lists; Inside Information Policy. No
Employee may purchase or sell any security prohibited by the
Inside Information Policy, including:
a. any security on the Firm Wide Restricted List; and
b. for Employees designated in the Inside Information
Policy as members of the Private Information
Investment and Access Groups, any security on the
Private Information Restricted List.
See the Inside Information Policy for more information and
definitions.
PPMA also maintains a "JNL Covered Persons Restricted List"
which restricts the trading of JNL Covered Persons.
3. Blackout-Period for Client Transactions. No Employee may
purchase or sell any security which: (a) is being purchased or
sold on behalf of a client (i.e., an order has been entered
but not executed for a client), (b) has been purchased or sold
by a client within the prior seven calendar days, or (c) is
being planned for purchase or sale on any client's behalf
within the next seven days. Notwithstanding the prohibition in
the preceding paragraph, no blackout period will apply to any
Exempt Transaction, as defined in Section II.B. of the Code,
or to any transaction in a security which is being purchased
or sold, has been purchased or sold, or is being planned for
purchase or sale, on behalf of a PPMA client by a foreign
affiliate of or subadviser to PPMA.
4. Pre-Approval of Personal Securities Transactions. No Employee
may initiate, recommend, or in any other way participate in a
personal securities transaction in a security that is not an
Exempt Transaction (as defined in this Code) unless that
transaction has been pre-approved as described in III.B.,
below.
5. Initial Public Offerings. No Employee may purchase any equity
security or any security convertible into an equity security
in an initial public offering ("IPO") of that security.
6. Private Placements. No Employee may purchase any security in a
private placement without the prior written approval of the
Chief Compliance Officer.
7. Short Sales. No Employee may sell short any security that is
held in any PPMA client account.
8. Dealing with Clients. No Employee may sell or purchase any
security to or from a client portfolio for that Employee's
account, for any account in which the Employee has or would
have a beneficial interest, or for any account directly or
indirectly controlled by or under the influence of the
Employee.
9. Bets. No Employee shall make a wager or bet of any kind on the
change in the price of any security or the value of any
securities index.
B. Procedures for Pre-Approval of Personal Securities
Transactions.
1. Transactions for which Pre-Approval is Required. Except for
Exempt Transactions (as defined in Section II.B., above), each
Employee must obtain written approval from the Chief
Compliance Officer to initiate, recommend, or in any other way
participate in a personal securities transaction of any kind
(including purchases, sales, exercises and exchanges).
2. How to Request Pre-Approval. Requests by an Employee for prior
approval of a personal securities transaction must be made in
writing on PPM's standard Personal Trade Information form
("PTI"). A copy of the PTI is attached as Appendix B. In
requesting pre-approval, an Employee must disclose any
relationship between the security proposed to be purchased and
any security held or planned to be acquired by any PPM client
(for example, the security proposed to be purchased has been
made available because of purchases of the same or related
securities by PPM clients).
3. Approval by a Compliance Officer. The Chief Compliance Officer
shall mark his response on the PTI, give two copies to the
Employee and retain the other copy. The Chief Compliance
Officer generally will approve a personal securities
transaction if, in the judgment of the Chief Compliance
Officer:
a. the transaction is not prohibited by the Code;
b. the transaction does not violate PPM's Inside
Information Policy; and
c. the transaction does not involve a conflict of
interest or potential for a conflict of interest.
4. Executing a Pre-Approved Transaction. Pre-approval of a
securities transaction is effective for three New York Stock
Exchange trading days following the date approval is granted.1
If an Employee becomes aware of a significant change in the
circumstances on which approval was based before the
transaction is executed, the Employee shall bring that change
in circumstances to the attention of the Chief Compliance
Officer to determine whether the previously granted approval
should be revoked or modified.
If the transaction is executed, the Employee shall submit to
the Chief Compliance Officer a copy of the completed PTI
within two business days of execution of the transaction,
showing the terms of the transaction as executed. If the
transactions is not executed, the PTI should be returned to
the Chief Compliance Officer showing that the transaction was
not completed.
5. Effect of Pre-Approval. The approval of any personal
securities transaction by the Chief Compliance Officer does
not relieve an Employee of that Employee's Responsibilities
under the federal securities laws, including those relating to
insider trading, or PPM's policies, including this Code.
C. Reports of Personal Investments and Transactions.
1. Initial and Annual Account and Holdings Report. Upon entering
employment with PPM and annually thereafter, every Employee
must submit to the Chief Compliance Officer a Personal
Securities Accounts and Holdings Report ("Personal Securities
Report") (a copy of which is attached as Appendix C) with
respect to every security and securities account in which the
Employee has or expects to have a beneficial interest and
every account (other than an account for a PPM client) for
which he or she exercises influence or control over investment
decisions.
a. Securities Accounts. As to securities accounts, the
Personal Securities Report requires the Employee to
identify the brokerage firm at which each such
account is maintained, the title of the account, the
account number, and the names and addresses of all
individuals with a beneficial interest in the
account.
When an Employee opens a new securities account,
closes an existing account, or no longer has
influence or control over an account, the Employee
shall promptly notify the Chief Compliance Officer in
writing.
b. Securities Holdings. As to securities holdings, the
Personal Securities Report requires disclosure of the
name of the security, the type of security, the
number of shares or principal amount (for debt
securities), the nature of the Employee's interest in
the security, and the brokerage firm where it is
held. An Employee need not report securities obtained
in Exempt Transactions as described in Section II.B.,
above.
c. Timing of Reports.
i. Initial Report. The initial Personal
Securities Report is due within 10 days
after an Employee's commencement of
employment with PPM, reporting the
Employee's securities accounts and holdings
as of the date of employment by PPMA.
ii. Annual Report. The annual Personal
Securities Report is due by February 28 of
each year, reporting each Employee's
securities accounts and holdings as of
December 31 of the prior year.
2. Confirmations and Statements. Each Employee is responsible for
arranging to have confirmations and monthly account statements
for each account listed by the Employee in the Employee's
Personal Securities Report sent by the broker or other entity
holding the account to the Chief Compliance Officer.
3. Transaction Reporting. Each Employee shall report all
completed personal securities transactions to the Chief
Compliance Officer within 10 days following the end of the
month in which the transaction was completed. In most cases,
an Employee's reporting obligations will be satisfied by the
confirmations and statements the Employees causes to be
delivered to the Chief Compliance Officer. However, any
transaction or any new account which, for any reason, is not
included in the account statements and confirmations being
provided to the Chief Compliance Officer shall be reported by
the Employee.
Monthly transaction reports, if required, shall include the
following information for each transaction:
o the date of the transaction;
o title, interest rate and maturity date (if
applicable), number of shares and the principal
amount of each security involved;
o the nature of the transaction (i.e., purchase, sale,
gift, or other type of acquisition or disposition);
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o the price at which the transaction was effected;
o the name of the broker, dealer or bank with or
through which the transaction was effected; and
o the date the report is submitted.
In addition, when an Employee opens a new securities account,
closes an existing account, or no longer has influence or
control over an account, the Employee's monthly report shall
include:
o the name of the broker, dealer or bank with whom the
account was established;
o the date the account was established; and
o the date the report is submitted.
4. Reports relating to the personal securities transactions of
each Compliance Officer other than the Chief Compliance
Officer shall be delivered to the Chief Compliance Officer.
Reports relating to the personal securities transactions of
the General Counsel of PPMA shall be delivered to the Chief
Compliance Officer, if the General Counsel is not then the
Chief Compliance Officer, or to a designated Compliance
Officer. Reports relating to the personal securities
transactions of the Chief Compliance Officer shall be
delivered to a designated Compliance Officer.
5. Reports may be in any form. Monthly reports filed by an
Employee pursuant to this Code may be in any form that
includes all of the information required (including copies of
confirmations or account statements).
An Employee will be deemed to have satisfied the monthly
reporting requirement, and is not required to file a monthly
report of any transactions executed through brokerage or other
accounts identified to the Chief Compliance Officer and for
which duplicate monthly account statements showing all
transactions are delivered to the Chief Compliance Officer.
IV. ADMINISTRATION OF THE CODE
A. Communications.
1. Initial Communication and Certification. Upon adoption of the
Code or the commencement of employment, each Employee of PPM
is provided with a copy of the Code. At that time, each
Employee also is scheduled to discuss the Code with the Chief
Compliance Officer. Each Employee is required to acknowledge
his or her understanding of the Code's prohibitions and
requirements by signing a Compliance Certificate in the form
attached to this Code as Appendix D and returning it to the
Chief Compliance Officer for retention in PPM's files.
2. Annual Certification. Each year PPM recirculates the Code to
its Employees and requires that each of them sign a Compliance
Certificate and return the executed copy to the Chief
Compliance Officer.
3. Questions. Persons subject to the Code are encouraged to
direct any questions that may arise concerning the Code and
its prohibitions to the Chief Compliance Officer or to PPMA's
General Counsel.
B. Review of Personal Securities Transactions.
1. Review of Confirmations. Within five business days after the
receipt of a confirmation, the Chief Compliance Officer shall
match the confirmation with the appropriate PTI, to ensure
that all trades have received prior authorization, if
required. Confirmations for each Compliance Officer shall be
reviewed by another Compliance Officer.
If a confirmation discloses a securities transaction which was
required to be pre-approved, but for which no prior written
approval was obtained, or which was executed after the prior
approval expired, the Chief Compliance Officer shall discuss
the circumstances of the transaction and the reason for the
failure to follow required procedures with the Employee and
shall make a written record of the matter. A copy of that
record shall be retained in that Employee's personal
securities transactions file. This action does not preclude
any other sanction for violation of the Code.
2. Monthly Review. On a monthly basis, the Chief Compliance
Officer shall review each Employee's personal securities
transactions, using the PTIs, confirmations, and other account
documentation to look for indications of improper personal
securities transactions. The Chief Compliance Officer shall
discuss any questionable transactions with the Employee who
effected the trade and make such other inquiries as the Chief
Compliance Officer in his discretion deems appropriate. The
Chief Compliance Officer shall make a written record of any
determination made and the reasons underlying that
determination.
C. Recordkeeping. The Chief Compliance Officer shall maintain the
records listed below for a period of five years, for the first
two years at PPM's principal place of business in an easily
accessible place:
1. List of Persons Covered by the Code. A list of all Employees,
which shall constitute a list of all persons subject to the
Code during the period.
2. Compliance Certificates. Compliance Certificates signed by all
Employees acknowledging receipt of copies of the Code and
acknowledging that they are subject to it, and, in the case of
Employees subject to the Code in prior periods, certifying
that he or she complied with the Code during that prior
period.
3. Codes. A copy of each code of ethics that has been in effect
at any time during the period.
4. Reports. A copy of each Personal Securities Report, PTI,
confirmation and monthly statement submitted by an Employee
and a record of any known violation and action taken as a
result thereof during the period.
5. Private Placement Approval. A copy of each record evidencing
prior approval of, and the rationale supporting, an
acquisition by an Employee of securities in a private
placement.
D. Annual Review of Procedures. The Code shall be reviewed by
PPM's management on an annual basis to assess its
effectiveness, in conjunction with PPM's other policies and
procedures, in preventing improper and illegal personal
securities trading by PPM's Employees.
E. Review by the Funds' Boards. The Chief Compliance Officer and
an appropriate officer of any mutual fund for which PPMA
serves as investment adviser (who may be an officer or
employee of PPMA) shall prepare an Annual Report to the board
of any mutual fund for which PPMA serves as investment adviser
or subadviser that:
1. summarizes existing procedures concerning personal investing
and any changes in those procedures during the past year;
2. describes issues that arose during the previous year under the
Code or procedures concerning personal investing, including
but not limited to information about material violations of
the Code and sanctions imposed;
3. certifies to the board that the mutual fund has adopted
procedures reasonably necessary to prevent its investment
persons and access persons from violating the Code; and
4. identifies any recommended changes in existing restrictions or
procedures based upon experience under the Code, evolving
industry practices, or developments in applicable laws or
regulations.
V. CONSEQUENCES OF FAILURE TO COMPLY WITH THE CODE
If the Chief Compliance Officer determines that a violation or possible
violation of any of the provisions of this Code has occurred, the Chief
Compliance Officer shall report that determination to the President of PPMA (or,
if the violation of the Code is believed to involve the President, to the Chief
Executive Officer of Prudential plc's North American businesses or other
appropriate executive officers of PPM's corporate parent). The Chief Compliance
Officer shall discuss the matter with the Employee. If the President of PPMA or
other executive agrees with the determination of the Chief Compliance Officer,
the Chief Compliance Officer shall report any material violations to the Board
of Directors of PPMA and/or to the board of any mutual fund of which PPMA is
investment adviser or subadviser.
PPMA's Board of Directors may impose such sanctions against the
Employee as it deems appropriate under the circumstances. Such sanctions may
include unwinding a transaction, forfeiture of any profit from a transaction,
reduction in salary, censure, suspension or termination of employment.
Violations of this Code may also violate the federal securities laws.
Sanctions for violations of the federal securities laws, particularly violations
of the antifraud provisions, include fines, money damages, injunctions,
imprisonment, and bars from certain types of employment in the securities
business.
Appendix A
EXAMPLES OF BENEFICIAL OWNERSHIP
You will be deemed to have a beneficial interest in a security for
purposes of the Code in the circumstances listed below.
1. Securities held by you for your own benefit, whether such securities
are in bearer form, registered in your own name, or otherwise;
2. Securities held by others for your benefit (regardless of whether or
how such securities are registered), such as, for example, securities held for
you by custodians, brokers, relatives, executors, or administrators;
3. Securities held by a pledgee for your account;
4. Securities held by a trust in which you have an interest. A
remainder interest will confer beneficial ownership only if you have power to
exercise or share investment control over the trust.
5. Securities held by you as trustee or co-trustee, where either you or
any member of your immediate family (i.e., spouse, children or descendants,
stepchildren, parents and their ancestors, and stepparents, in each case
treating a legal adoption as blood relationship) has an interest in the trust.
6. Securities held by a trust of which you are the settlor, if you have
the power to revoke the trust without obtaining the consent of all the
beneficiaries and have or share investment control;
7. Securities held by any non-public partnership in which you are a
partner to the extent of your interest in partnership capital or profits;
8. Securities held by a personal holding company controlled by you
alone or jointly with others;
9. Securities held in the name of your spouse unless legally separated,
or in the name of you and your spouse jointly;
10. Securities held in the name of your minor children or in the name
of any immediate family member of you or your spouse (including an adult child)
who is presently sharing your home. This applies even if the securities were not
received from you and the income from the securities is not actually used for
the maintenance of your household;
11. Securities held in the name of any person other than you and those
listed in paragraphs (9) and (10), above, if by reason of any contract,
understanding, relationship, agreement, or other arrangement you obtain benefits
substantially equivalent to those of ownership;
12. Securities held in the name of any person other than you, even
though you do not obtain benefits substantially equivalent to those of ownership
(as described in (11), above), if you can vest or revest title in yourself.
Appendix B
PERSONAL TRADE INFORMATION
CONFIDENTIAL
Employee Name:__________________________________________
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PART A: PRE-CLEARANCE
Securities Description:
-----------------------------------------
Buy |_| Sell |_|
Quantity1:
Is this security or transaction related in any way to a security being
held, purchased or sold by PPM on behalf of a client? No |_| Yes |_|
Pre-Approval Signature: ---------------------------- Date: ----------
Reminder:Pre-approval is valid for only 3 NYSE trading days following the date
of pre-approval.
--------------------------------------------------------------------------------
PART B: TRADE DETAIL
Buy |_| Sell |_|
Trade Date: -------------- Quantity----------- Price per Unit:----------
Broker:------------------------------------------------------------------------
Check here if the transaction was not executed: |_|
Employee Signature:------------------------------- Date: --------------------
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PART C: REVIEW
Reviewer's Notes:
---------------------------------------------------------------
Reviewer's Initials: --------------- Date of Review: ---------
Appendix C
PERSONAL SECURITIES ACCOUNTS AND HOLDINGS REPORT
In accordance with PPM's Code of Ethics and Conduct (the "Code"),
please provide a list of all of your securities accounts and securities holdings
in which you have a beneficial interest. More detailed instructions are set
forth below. You will be asked to complete this report upon entering PPM's
employment and annually thereafter. In addition, during the course of the year,
if you open a new account or otherwise obtain a beneficial interest in a
securities account, the Code requires that you report that new account in
writing to the Chief Compliance Officer. If you have any question as to whether
a security account or holding should be reported on this Report, you should
consult with the Chief Compliance Officer.
1. Please provide a list identifying all securities accounts in which you have a
beneficial interest. See Appendix A to the Code for examples of situations in
which you will be deemed to have a beneficial interest in a security. If you
have any question as to whether an account should be reported, you should
consult with the Chief Compliance Officer.
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NAME OF ACCOUNT Account Number Name of Brokerage Firm
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NOTE: CONTINUE LISTING AS NECESSARY ON ADDITIONAL SHEETS
<PAGE>
2. Please provide a list of all securities in which you have a
beneficial interest. See Appendix A to the Code for examples of situations in
which you will be deemed to have a beneficial interest in a security. You need
not include securities that you obtained in Exempt Transactions as defined in
the Code. If you do not have any securities holdings to report, write NONE.
Instead of filling out this form, you may attach copies of the most recent
statements of each of the accounts listed above.
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Number of Brokerage
Shares or Firm Where
Type of Principal2 Held
NAME OF SECURITY Security1 Amount
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NOTE: CONTINUE LISTING AS NECESSARY ON ADDITIONAL SHEETS
I CERTIFY THAT THE STATEMENTS MADE BY ME ON THIS FORM ARE TRUE,
COMPLETE, AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF AND ARE MADE IN
GOOD FAITH.
Date Signature
Appendix D
PPM AMERICA, INC.
COMPLIANCE CERTIFICATE
-------------------------
Name (print or type)
This is to certify that the attached Code of Ethics and Conduct
("Code") was distributed and explained to me at a meeting held on
_____________________, 199___. I have read and understand the Code. I certify
that I will comply with these policies and procedures during the course of my
employment by PPM and that, since my last Compliance Certification (if any), I
have complied with the Code. Moreover, I agree to promptly report to the Chief
Compliance Officer any violation or possible violation of these policies and
procedures. I UNDERSTAND THAT VIOLATION OF THE CODE SHALL BE GROUNDS FOR
DISCIPLINARY ACTION OR DISMISSAL AND MAY ALSO BE A VIOLATION OF FEDERAL AND/OR
STATE SECURITIES LAWS.
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Date Signature
1 Accordingly, approval for limit orders must be renewed every three
business days until the order is filled or withdrawn.
1 For equity securities, enter the number of shares. For debt securities,
enter the par value.
1 Insert the following symbol as pertinent to indicate the type of
security held: C-common stock, P-preferred stock, O-option, W-warrant,
D-debt security, and X-other.
2 For Debt Securities.
