EX-99.CODE ETH
CODE OF ETHICS
ADVANTAGE ADVISERS, INC.
OPPENHEIMER ASSET MANAGEMENT INC.
FAHNESTOCK & CO. INC.
AND
CERTAIN AFFILIATED REGISTERED INVESTMENT COMPANIES
JULY 26, 2001
AMENDED JULY 14, 2003
SECTION I STATEMENT OF GENERAL PRINCIPLES
This Code of Ethics (the "Code") has been adopted by Advantage
Advisers, Inc., (the "Advantage Adviser") a registered investment adviser, and
will be adopted by each of the registered investment advisers indicated on
Schedule A (each, a "Non-Advantage Adviser", and together with the Advantage
Adviser the "Advisers") in order to satisfy the requirements of Section 204A of
the Investment Advisers Act of 1940 (the "Advisers Act") and Rule 17j-1 under
the Investment Company Act of 1940 (the "1940 Act") as applicable to the
Advisers. Oppenheimer Asset Management Inc. ("OAM"), a registered investment
adviser, is the controlling person of Advantage Adviser.
This Code will also be adopted by the registered investment
companies listed on Schedule B, as such Schedule may be amended (each, a "Fund"
and collectively, the "Funds"), each of which has retained the Advantage Adviser
to serve as investment adviser, and, as indicated, one of the Non-Advantage
Advisers to serve as country-adviser, in order to satisfy the requirements of
Rule 17j-1 as applicable to the Funds.
The Code has also been adopted by Fahnestock & Co. Inc.
("Fahnestock"), a registered broker-dealer and investment adviser and parent
company of the Advantage Adviser, but only with respect to those individuals who
are Fahnestock Access Persons (as defined herein).
As it relates to Rule 17j-1 of the 1940 Act, the purpose of
the Code is to establish standards and procedures that are reasonably designed
for the detection and prevention of activities by which persons having knowledge
of the investments and investment intentions of a Fund may abuse their fiduciary
duties to the Fund and otherwise to deal with the types of conflict of interest
situations to which Rule 17j-1 is addressed. As it relates to Section 204A of
the Advisers Act, the purpose of this Code is to establish procedures that,
taking into consideration the nature of each Adviser's business, are reasonably
designed to prevent the misuse of material
2
non-public information in violation of the federal securities laws by persons
associated with the Advisers.
The Code is based on the principle that the persons serving as
managers or officers of the Funds, persons who comprise the boards of the Funds
(the "Board Members"), and persons who are directors, partners, officers and
employees of the Advantage Adviser, Fahnestock or a Non-Advantage Adviser who
provide services to the Advantage Adviser or any Fund or who in the course of
their duties obtain information regarding investment recommendations made to any
Fund or with respect to any Fund's investment transactions, each owes a
fiduciary duty to the Fund to conduct personal securities transactions in a
manner that does not interfere with the Fund's transactions or otherwise take
unfair advantage of his or her position. All Board Members and such other
persons (collectively, "Fund Employees") are expected to adhere to this general
principle as well as to comply with all of the specific provisions of this Code
that are applicable to them; provided, however, that Fund Employees who are
associated with a Non-Advantage Adviser shall, in addition, be expected to
comply with the provisions of the code of ethics governing personal trading that
has been adopted by that Non-Advantage Adviser, as such Code may be amended
(each, a "Non-Advantage Adviser Code").
All Fund Employees shall place the interests of each Fund
before their own personal interests. Technical compliance with the Code will not
automatically insulate any Fund Employee from scrutiny of transactions that show
a pattern of compromise or abuse of the individual's fiduciary duties to any
Fund. Accordingly, all Fund Employees must seek to avoid any actual or potential
conflicts between their personal interests and the interests of each Fund and
its investors.
The provisions of this Code reflect the facts that: (1) each
Non-Advantage Adviser Code governs any proprietary transactions by such
Non-Advantage Adviser and the personal securities transactions of its associated
persons; (2) the Funds themselves have no employees; (3) the Advantage Adviser
does not engage in any proprietary trading; (4) recommendations by the Advantage
Adviser regarding the purchase or sale of investments for certain Funds are made
by persons who are directors, partners, officers or employees of a Non-Advantage
Adviser, (5) Fahnestock, a registered broker-dealer, in a control relationship
to the Advantage Adviser; and (6) Fahnestock Access Persons (as defined below),
as employees of a registered broker-dealer, are subject to additional
regulations regarding their personal trading.
Every Fund Employee must read and retain this Code of Ethics,
and should recognize that he or she is subject to its provisions.
SECTION II DEFINITIONS
"Access Person" means: (i) each of the Advisers; (ii) any Board Member
or Advisory Person (as defined below); (iii) any director, partner or
officer of a Fund or Adviser who, with respect to any Fund, makes any
recommendation, participates in the determination of which
recommendation will be made, or whose principal functions 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 of Securities being
3
made by any Adviser to any Fund; and (iv) any director, officer or
general partner of Fahnestock who in the ordinary course of business
makes, participates in, or obtains information regarding the purchase
or sale of Securities for any Fund or whose functions or duties in the
ordinary course of business relate to the making of recommendations
with respect to such purchases and sales.
An "Advisory Person" means: (i) any employee of a Fund, Adviser or
Fahnestock who in connection with his or her regular functions or
duties makes, participates in, or obtains current information regarding
the purchase or sale of any Security by a Fund, or whose functions
relate to the making of any recommendations with respect to such
purchases or sales; and (ii) any natural person in a Control
relationship to a Fund, Adviser or Fahnestock who obtains current
information concerning recommendations made to a Fund with regard to
the purchase or sale of any Security. "Current information" regarding
investment transactions means information regarding the purchase or
sale of investments that is received within seven (7) days before or
after the transactions.
"Annual Certification" means an Annual Certification of Compliance with
Code of Ethics, in the form attached as Schedule F.
"Beneficial Ownership" has the meaning set forth in paragraph (a)(2) of
Rule 16a-1 under the Securities Exchange Act of 1934, and for purposes
of this Code should be deemed to include, but not be limited to, any
interest by which an Access Person or any Immediate Family Member of an
Access Person can directly or indirectly derive a monetary or other
economic benefit from the purchase, sale (or other acquisition or
disposition) or ownership of a Security, including for this purpose any
such interest that arises as a result of: a general partnership
interest in a general or limited partnership; an interest in a trust; a
right to dividends that is separated or separable from the underlying
Security; a right to acquire equity Securities through the exercise or
conversion of any derivative Security (whether or not presently
exercisable); and a performance related advisory fee (other than an
asset based fee) unless (i) the performance related fee, regardless of
when payable, is calculated based upon net capital gains and/or net
capital appreciation generated from the portfolio or from the
fiduciary's overall performance over a period of one year or more and
(ii) equity securities of the issuer do not account for more than 10%
of the market value of the portfolio. 1
"Board Member" means each individual who serves as a director of a
Fund.
- -----------------------
1 Beneficial Ownership will not be deemed to exist solely as a result of
any indirect interest an Access Person may have in the investment
performance of an account or investment fund managed by such person, or
over which such person has supervisory responsibility, that arises
solely from such person's compensation arrangement with Fahnestock or
an Adviser pursuant to which the performance of the account or
investment fund, or the profits or revenues derived from its management
or supervision, is a factor in the determination of such person's
compensation from Fahnestock or an Adviser.
4
"Fahnestock Access Person" means an Access Person who is a director,
officer or employee of Fahnestock.
"Compliance Officer" means the person designated by Fahnestock to serve
as the chief compliance officer of the Advantage Adviser.
"Control" shall have the same meaning as that set forth in Section
2(a)(9) of the 1940 Act, and includes 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 the
company. Control shall be presumed to exist where a person owns
beneficially, either directly or through one or more companies, more
than 25% of the voting Securities of a company.
"Fund Employee" means any person who: (i) is an Access Person; or (ii)
is a director, partner, officer or employee of an Adviser or Fahnestock
and provides services to an Adviser or a Fund or in the course of his
or her duties obtains information regarding investment recommendations
made to any Fund or any Fund's investment transactions.
"Immediate Family Member of an Access Person" means a person who shares
the same household as the Access Person and is related to the Access
Person by blood, marriage or adoption.
"Independent Board Member" means a Board Member who is not an
"interested person", as defined by Section 2(a)(19) of the 1940 Act, of
a Fund.
"Initial Certification" means an Initial Certification of Compliance
with Code of Ethics, in the form attached as Schedule E.
"Initial Public Offering" means an offering of securities registered
under the Securities Act of 1933, the issuer of which, immediately
before the registration, was not subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934.
"Investment Personnel" means any Fund Employee who, in connection with
his or her regular functions or duties, makes or participates in making
recommendations regarding the purchase and sale of Securities by a
Fund.
"Limited Offering" means an offering that is exempt from registration
pursuant to Section 4(2) or Section 4(6) of the Securities Act of 1933
or Rule 504, 505 or 506 thereunder.
"Non-Advantage Adviser Access Person" means an Access Person who is a
director, partner, officer or employee of a Non-Advantage Adviser.
"Non-Advantage Adviser Code" means a code of ethics governing personal
trading that has been adopted by a Non-Advantage Adviser, as such code
may be amended. Copies of the Non-Advantage Adviser Codes are attached
as Exhibit A.
5
"Security" shall have the meaning set forth in Section 2(a)(36) of the
1940 Act and should be deemed to include any and all stock, debt
obligations, and similar instruments of whatever kind, including any
right or warrant to purchase a security, or option to acquire or sell a
security, a group or index of securities or a foreign currency.
References to a Security in this Code (e.g., a prohibition or
requirement applicable to the purchase or sale of a Security) shall be
deemed to refer to and to include any warrant for, option in, or
Security immediately convertible into that Security, and shall also
include any financial instrument which has an investment return or
value that is based, in whole or part, on that Security (collectively,
"Derivatives"). Therefore, except as otherwise specifically provided by
this Code: (i) any prohibition or requirement of this Code applicable
to the purchase or sale of a Security shall also be applicable to the
purchase or sale of a Derivative relating to that Security; and (ii)
any prohibition or requirement of this Code applicable to the purchase
or sale of a Derivative shall also be applicable to the purchase or
sale of a Security relating to that Derivative.
A Security is "being considered for purchase or sale" when a
recommendation to purchase or sell that Security has been made or
communicated and, with respect to the person making the recommendation,
when such person seriously considers making such a recommendation.
SECTION III OBJECTIVE AND GENERAL PROHIBITIONS
Although certain provisions of this Code apply only to Access
Persons, all Fund Employees must recognize that they are expected to conduct
their personal activities in accordance with the standards set forth in Section
I, III, IV and XI of this Code. Therefore, a Fund Employee may not engage in any
personal investment transaction under circumstances where the Fund Employee
benefits from or interferes with the purchase or sale of investments by a Fund.
In addition, Fund Employees may not use information concerning the investments
or investment intentions of a Fund, or their ability to influence such
investment intentions, for personal gain or in a manner detrimental to the
interests of any Fund. Disclosure by a Fund Employee of such information to any
person outside of the course of the responsibilities of the Fund Employee to a
Fund, an Adviser or Fahnestock will be deemed to be a violation of this
prohibition. All Fund Employees must also comply with the policies regarding the
misuse of material, non-public information, which are set forth in Section IV.
Fund Employees may not engage in conduct that is deceitful,
fraudulent, or manipulative, or which involves false or misleading statements,
in connection with the purchase or sale of investments by a Fund. In this
regard, Fund Employees should recognize that Rule 17j-1 makes it unlawful for
any affiliated person or principal underwriter of a Fund, or any affiliated
person of such a person, directly or indirectly, in connection with the purchase
or sale of a Security held or to be acquired by a Fund to:
(i) employ any device, scheme or artifice to defraud the
Fund;
(ii) make any untrue statement of a material fact to the
Fund or omit to state to the Fund a material fact
necessary in order to make the
6
statements made, in light of the circumstances under
which they are made, not misleading;
(iii) engage in any act, practice, or course of business
that operates or would operate as a fraud or deceit
upon the Fund; or
(iv) engage in any manipulative practice with respect to
the Fund.
Fund Employees should also recognize that a violation of this
Code or of Rule 17j-1 may result in the imposition of: (1) sanctions as provided
by Section XIII below; or (2) administrative, civil and, in certain cases,
criminal fines, sanctions or penalties.
SECTION IV PROHIBITION AGAINST INSIDER TRADING
(A) INTRODUCTION
This Section IV of the Code is intended to satisfy the
requirements of Section 204A of the Advisers Act, which is applicable to the
Advisers and requires that the Advisers establish and enforce procedures
designed to prevent the misuse of material, non-public information by their
associated persons. It applies to all Fund Employees.
Trading Securities while in possession of material, non-public
information, or improperly communicating that information to others, may expose
a Fund Employee to severe penalties. Criminal sanctions may include a fine of up
to $1,000,000 and/or ten years imprisonment. The Securities and Exchange
Commission (the "SEC") can recover the profits gained or losses avoided through
the violative trading, impose a penalty of up to three times the illicit
windfall, and issue an order permanently barring a Fund Employee from the
securities industry. Finally, a Fund Employee may be sued by investors seeking
to recover damages for insider trading violations.
(B) POLICY ON INSIDER TRADING
No Fund Employee may trade a Security, either personally or on
behalf of any other person or account (including any Fund), while in possession
of material, non-public information concerning that Security or the issuer
thereof, nor may any Fund Employee communicate material, non-public information
to others in violation of the law.
(1) DEFINITION OF MATERIAL INFORMATION
Information is material where there is a substantial
likelihood that a reasonable investor would consider it important in making his
or her investment decisions. Generally, this includes any information the
disclosure of which will have a substantial effect on the price of a Security.
No simple test exists to determine when information is material; assessments of
materiality involve a highly fact specific inquiry. For this reason, Fund
Employees should direct any questions about whether information is material to
the Compliance Officer.
Material information often relates to a company's results and
operations, including, for example, dividend changes, earnings results, changes
in previously released
7
earnings estimates, significant merger or acquisition proposals or agreements,
major litigation, liquidation problems, and extraordinary management
developments. Material information may also relate to the market for a company's
Securities. Information about a significant order to purchase or sell Securities
may, in some contexts, be material. Pre-publication information regarding
reports in the financial press may also be material.
(2) DEFINITION OF NON-PUBLIC INFORMATION
Information is "public" when it has been disseminated broadly
to investors in the marketplace. For example, information is public after it has
become available to the general public through a public filing with the SEC or
some other government agency, the Dow Jones "tape" or The Wall Street Journal or
some other publication of general circulation, and after sufficient time has
passed so that the information has been disseminated widely.
(3) APPLICABLE PROCEDURES
A Fund Employee, before executing any trade for himself or
herself, or others, including a Fund or other accounts managed by an Adviser or
by a director, officer, member or partner of such Adviser, or any affiliate of
such director, officer, member or partner ("Client Accounts"), must determine
whether he or she has material, non-public information. A Fund Employee who
believes he or she is in possession of material, non-public information must
take the following steps:
o Report the information and proposed trade immediately
to the Compliance Officer.
o Do not purchase or sell the securities on behalf of
anyone, including Client Accounts.
o Do not communicate the information to any person,
other than to the Compliance Officer.
After the Compliance Officer has reviewed the issue, the
affected Adviser will determine whether the information is material and
non-public and, if so, what action such Adviser and the Fund Employee should
take.
Fund Employees must consult with the Compliance Officer before
taking any action. This degree of caution will protect Fund Employees, clients
and the Advisers.
In lieu of following the foregoing procedures, Fund Employees
who are Non-Advantage Adviser Access Persons may follow the procedures of the
applicable Non-Advantage Adviser that would apply in similar circumstances.
(4) CONTACTS WITH PUBLIC COMPANIES
Contacts with public companies will sometimes be a part of an
Adviser's research efforts. Persons providing investment advisory services to a
Fund may make investment decisions on the basis of conclusions formed through
such contacts and analysis of publicly
8
available information. Difficult legal issues arise, however, when, in the
course of these contacts, a Fund Employee becomes aware of material, non-public
information. This could happen, for example, if a company's chief financial
officer prematurely discloses quarterly results to an analyst, or an investor
relations representative makes selective disclosure of adverse news to a handful
of investors. In such situations, the affected Adviser must make a judgment as
to its further conduct. To protect yourself, clients and the Advisers, you
should contact the Compliance Officer immediately if you believe that you may
have received material, non-public information.
(5) TENDER OFFERS
Tender offers represent a particular concern in the law of
insider trading for two reasons. First, tender offer activity often produces
extraordinary gyrations in the price of the target company's Securities. Trading
during this time period is more likely to attract regulatory attention (and
produces a disproportionate percentage of insider trading cases). Second, the
SEC has adopted a rule that expressly forbids trading and "tipping" while in
possession of material, non-public information regarding a tender offer received
from the tender offeror, the target company or anyone acting on behalf of
either. Fund Employees should exercise particular caution any time they become
aware of non-public information relating to a tender offer.
SECTION V PRE-CLEARANCE OF INVESTMENTS IN INITIAL PUBLIC OFFERINGS AND
LIMITED OFFERINGS
Investment Personnel are required to obtain pre-clearance
prior to investing in an Initial Public Offering ("IPO") or in a Limited
Offering (see Section II - Definitions).
Investment Personnel who are Fahnestock Access Persons, as
associated persons of a member firm of the National Association of Securities
Dealers ("NASD"), are prohibited by the rules of the NASD from investing in any
IPO that qualifies as a "hot issue" under NASD rules. In addition, in accordance
with NASD rules and Fahnestock policy, Fahnestock Access Persons must obtain
written approval of the appropriate signatory at Fahnestock, as determined by
Fahnestock, prior to investing in a Limited Offering. In the event that
Fahnestock Access Persons are not prohibited by the foregoing from investing in
an IPO or are permitted by the foregoing to invest in a Limited Offering,
Fahnestock Access Persons are required to obtain pre-clearance for any such
transaction in accordance with the applicable procedures specified by Section
VII.
Investment Personnel who are Non-Advantage Adviser Access
Persons are required to obtain pre-clearance for investments in IPOs and Limited
Offerings in accordance with the procedures in the applicable Non-Advantage
Adviser Code.
SECTION VI PROHIBITED TRANSACTIONS
(A) THE FOLLOWING PROHIBITIONS APPLY TO BOARD MEMBERS WHO ARE NOT
FAHNESTOCK ACCESS PERSONS:
A Board Member of a Fund may-not purchase or otherwise acquire
direct or indirect Beneficial Ownership of any Security, and may not sell or
otherwise dispose of any Security in which he or she has direct or indirect
Beneficial Ownership, if he or she knows or
9
should know at the time of entering into the transaction that: (i) the Fund has
purchased or sold the Security within the last fifteen (15) calendar days, or is
purchasing or selling or is going to purchase or sell the Security in the next
fifteen (15) calendar days; or (ii) any person, on behalf of an Adviser, has
within the last fifteen (15) calendar days considered purchasing or selling the
Security or the Fund or is considering purchasing or selling the Security for
the Fund or within the next fifteen (15) calendar days is going to consider
purchasing or selling the Security for the Fund, unless the Board Member:
(1) obtains pre-clearance of such transaction in
accordance with the procedures outlined in Section
VII; and
(2) reports to the Compliance Officer the information
described in Section VIII of this Code. 2
BECAUSE THE INDEPENDENT BOARD MEMBERS ARE NOT INVOLVED IN THE
DAY-TO-DAY INVESTMENT ACTIVITIES OF ANY FUND, INDEPENDENT
BOARD MEMBERS WILL, IN THE ABSENCE OF EVIDENCE TO THE
CONTRARY, BE PRESUMED NOT TO HAVE THE REQUISITE KNOWLEDGE OF
THE FUNDS' TRANSACTIONS SO AS TO REQUIRE PRE-CLEARANCE OF
TRANSACTIONS. ACCORDINGLY, INDEPENDENT BOARD MEMBERS SHALL NOT
BE REQUIRED TO OBTAIN PRE-CLEARANCE OF A TRANSACTION UNLESS AT
THE TIME OF THE TRANSACTION THEY HAVE ACTUAL KNOWLEDGE OF THE
MATTERS DESCRIBED ABOVE.
HOWEVER, THOSE BOARD MEMBERS WHO ARE NOT INDEPENDENT BOARD
MEMBERS SHALL BE PRESUMED TO HAVE SUCH KNOWLEDGE AS IS
DESCRIBED ABOVE AND MUST THEREFORE OBTAIN PRE-CLEARANCE OF
TRANSACTIONS IN SECURITIES IN ACCORDANCE WITH SECTION VII
EXCEPT IN THE CASE OF A TRANSACTION AS TO WHICH ONE OF THE
EXCEPTIONS FROM PRE-CLEARANCE SET FORTH IN SECTION VI(D) BELOW
APPLIES.
Any transaction that is (i) effected without pre-clearance
where the Board Member of a Fund had actual knowledge that the Fund had
purchased or sold the Security within the fifteen (15) calendar day period
described above, or (ii) effected (with or without pre-clearance) where the
Board Member had actual knowledge that the Security was at the time being
considered for purchase or sale by the Fund and without disclosure of such
knowledge by the Board Member in seeking pre-clearance, is prohibited by this
Code.
(B) THE FOLLOWING PROHIBITIONS APPLY TO FAHNESTOCK ACCESS PERSONS:
As determined by the Compliance Officer, Fahnestock Access
Persons are subject to the prohibitions of this Section VI(B) of this Code with
regard to their personal investment transactions.
- ---------------------------
2 The prohibitions of this Section VI apply to Securities acquired or
disposed of in any type of transaction, including non-brokered
transactions, such as purchases and sales of privately placed
Securities and Securities acquired directly from an issuer, except to
the extent that one of the exceptions from the prohibitions set forth
in Section VI(D) is applicable.
10
If subject to this Section VI(B), a Fahnestock Access Person
may not purchase or otherwise acquire direct or indirect Beneficial Ownership of
any Security, and may not sell or otherwise dispose of any Security in which he
or she has direct or indirect Beneficial Ownership, if he or she knows or should
know at the time of entering into the transaction that: (i) a Fund has purchased
or sold the Security within the last seven (7) calendar days, or is purchasing
or selling or is going to purchase or sell the Security in the next seven (7)
calendar days; or (ii) any person, on behalf of any of the Advisers, has within
the last seven (7) calendar days considered purchasing or selling the Security
for a Fund or is considering purchasing or selling the Security for a Fund or
within the next seven (7) calendar days is going to consider purchasing or
selling the Security for a Fund, unless the Fahnestock Access Person:
(1) obtains pre-clearance of such transaction pursuant to
Section VII and
(2) reports to the Compliance Officer the information
described in Section IX of this Code. 3
(C) THE FOLLOWING PROHIBITIONS APPLY TO NON-ADVANTAGE ADVISER
ACCESS PERSONS:
Non-Advantage Adviser Access Persons are subject to the
prohibitions contained in the Non-Advantage Adviser Code adopted by their
organization with regard to their personal investment transactions.
Non-Advantage Adviser Access Persons shall comply with the policies and
procedures set forth in the applicable Non-Advantage Adviser Code. Non-Advantage
Adviser Access Persons shall not discuss the current investment transactions of
a Fund with any other Fund Employees (including personnel of Fahnestock), or
provide other Fund Employees with information as to Securities being considered
for purchase or sale by a Fund, except as may be required in connection with
providing services to the Fund.
(D) THE PROHIBITIONS OF THIS SECTION VI DO NOT APPLY TO:
(1) Purchases that are made by reinvesting cash dividends
pursuant to an automatic dividend reinvestment
program ("DRIP") (however, this exception does not
apply to optional cash purchases pursuant to a DRIP);
(2) Purchases and redemptions of shares of registered,
open-end mutual funds (but not shares of or interests
in closed-end funds, including interests in any
Fund);
(3) Bank certificates of deposit and bankers'
acceptances;
(4) Commercial paper and high quality debt instruments
(including repurchase agreements) with a stated
maturity of 12 months or less;
- ---------------------------
3 The prohibitions of this Section VI apply to Securities acquired or
disposed of in any type of transaction, including non-brokered
transactions, such as purchases and sales of privately placed
Securities and Securities acquired directly from an issuer, except to
the extent that one of the exceptions from the prohibitions set forth
in Section VI(D) is applicable.
11
(5) U.S. Treasury obligations;
(6) Purchases of rights issued by an issuer pro rata to
all holders of a class of its Securities, if such
rights are acquired from such issuer, and the
exercise of any such rights;
(7) Involuntary (i.e., non-volitional) purchases and
sales of Securities;
(8) Transactions in an account over which the Access
Person does not exercise, directly or indirectly, any
influence or control; provided, however, that such
influence or control shall be presumed to exist in
the case of the account of an Immediate Family Member
of the Access Person, absent an advance written
determination by the Compliance Officer to the
contrary; and
(9) Transactions in a Security (which shall for the
purpose of this exemption be deemed to include a
series of related transactions in a Security)
involving 500 shares or less of the stock of an
issuer that has a market capitalization (i.e.,
outstanding shares multiplied by the current price
per share) of $1 billion or more, unless the Access
Person has actual knowledge at the time of the
transaction or transactions that: (i) a Fund
purchased or sold the Security within the past seven
(7) calendar days; or (ii) the Security is being
considered for purchase or sale by a Fund.
SECTION VII PRE-CLEARANCE PROCEDURES
The procedures in this Section VII apply where pre-clearance
is required by Section V, Section VI(A) or Section VI(B). All personal
transactions by any Non-Advantage Adviser Access Persons are subject to the
provisions of the applicable Non-Advantage Adviser Code, including provisions
related to pre-clearance.
(A) OBTAINING PRE-CLEARANCE
Pre-clearance of a personal transaction in a Security may be
obtained only from the Compliance Officer or a person who has been designated by
the Compliance Officer to pre-clear transactions. The Compliance Officer and
these designated persons are each referred to as a "Clearing Officer." A
Clearing Officer seeking pre-clearance with respect to his or her own
transaction shall obtain such clearance from another Clearing Officer.
(B) TIME OF CLEARANCE
(1) An Access Person may pre-clear a trade only where
such person has a present intention to effect a
transaction in the Security for which pre-clearance
is sought. It is not appropriate for an Access Person
to obtain a general or open-ended pre-clearance to
cover the eventuality that he or she may buy or sell
a Security at some future time depending upon market
developments. Consistent with the foregoing, Access
Persons may not simultaneously request pre-clearance
to buy and sell the same Security.
12
(2) Pre-clearance of a trade shall be valid and in effect
only for a period of two trading days, including the
day pre-clearance is given; provided, however, that a
pre-clearance expires upon the Access Person
receiving pre-clearance becoming aware of facts or
circumstances that would prevent a proposed trade
from being pre-cleared were such facts or
circumstances made known to a Clearing Officer.
Accordingly, if an Access Person becomes aware of new
or changed facts or circumstances that give rise to a
question as to whether pre-clearance could be
obtained if a Clearing Officer was aware of such
facts or circumstances, the Access Person shall be
required to so advise a Clearing Officer and obtain a
new pre-clearance before proceeding with such
transaction.
(C) FORM
Pre-clearance must be obtained in writing by completing and
signing the form provided for that purpose, which form shall set forth the
details of the proposed transaction, and by obtaining the signature of a
Clearing Officer. The form to be used in seeking pre-clearance is attached as
Schedule C.
(D) FILING
Copies of all completed pre-clearance forms, with the required
signatures, shall be retained by the Compliance Officer.
(E) FACTORS CONSIDERED IN PRE-CLEARANCE OF PERSONAL TRANSACTIONS
A Clearing Officer may refuse to grant pre-clearance of a
personal transaction in his or her sole discretion without being required to
specify any reason for the refusal. Generally, a Clearing Officer will consider
the following factors in determining whether or not to pre-clear a proposed
transaction:
(1) Whether the amount or nature of the transaction or
person making it is likely to affect the price or
market for the Security;
(2) Whether the person making the proposed purchase or
sale is likely to benefit from purchases or sales
being made or being
considered on behalf of a Fund;
(3) Whether the chance of a conflict of interest is
remote; and
(4) Whether the transaction is likely to affect a Fund
adversely.
SECTION VIII REPORTS BY BOARD MEMBERS
Board Members shall file the reports set forth in this Section
VIII; provided, however, that Independent Board Members are not required to file
Initial Holdings Reports or Annual Holdings Reports.
13
(A) INITIAL CERTIFICATIONS AND INITIAL HOLDINGS REPORTS
Within ten (10) days after a person becomes a Board Member,
such person shall complete and submit to the Compliance Officer an Initial
Certification in the form attached as Schedule F, and except as otherwise
provided above, an Initial Holdings Report (as defined by Rule 17j-1) containing
such information as is required by Rule 17j-1.
(B) QUARTERLY TRANSACTION REPORTS
(1) Within ten (10) days after the end of each calendar
quarter, each Board Member shall make a written
report to the Compliance Officer of all transactions
occurring in the quarter by which he or she acquired
or disposed of Beneficial Ownership of any Security,
except that the report need not set forth information
regarding the following types of transactions:
(a) Purchases and redemptions of shares of
registered, open-end mutual funds (but not
shares of or interests in closed-end funds,
including interests in any Fund);
(b) Bank certificates of deposit and bankers
acceptances;
(c) Commercial paper and high quality debt
instruments (including repurchase agreements)
with a stated maturity of 12 months or less;
(d) U.S. Treasury obligations; and
(e) Transactions in an account over which the
Board Member does not exercise, directly or
indirectly, any influence or control. 4
Such report is hereinafter called a "Quarterly Transaction
Report."
(2) A Quarterly Transaction Report shall be on the form
attached as Schedule E and must contain the following
information with respect to each reportable
transaction:
(a) Date and nature of the transaction (purchase,
sale or any other type of acquisition or
disposition);
(b) Title, number of shares or principal amount
of each Security and the price at which the
transaction was effected; and
- ---------------------------
4 The reporting requirements of this Section VIII apply to Securities
acquired or disposed of in all types of transactions, including
non-brokered transactions, such as purchases and sales of privately
based Securities and Securities acquired directly from an issuer,
except to the extent that one of the exemptions from the reporting
requirement applies.
14
(c) Name of the broker, dealer or bank with or
through whom the transaction was effected.
Transactions effected in accounts as to which
the Compliance Officer is being furnished
with confirmations and statements need not be
included in the Quarterly Transaction Report,
provided that the report includes a
certification that there are no reportable
transactions other than those set forth in
the Quarterly Transaction Report and in
confirmations and statements for such
accounts.
(3) A Quarterly Transaction Report may contain a
statement that the report is not to be construed as
an admission that the person making it has or had any
direct or indirect Beneficial Ownership in any
Security to which the report relates.
(4) An Independent Board Member is not required to file a
Quarterly Transaction Report unless he or she knew
or, in the ordinary course of fulfilling his or her
official duties as a Board Member, should have known
that, during the seven (7) day period immediately
before or after the Board Member's transaction in a
Security, a Fund purchased or sold that Security or a
Fund or an Adviser considered purchasing or selling
that Security.
(C) ANNUAL CERTIFICATIONS AND ANNUAL HOLDINGS REPORTS
Annually, each Board Member shall complete and submit to the
Compliance Officer an Annual Certification in the form attached as Schedule F,
and except as otherwise provided above, an Annual Holdings Report (as defined by
Rule 17j-1) containing such information as is required by Rule 17j-1.
SECTION IX REPORTS BY FAHNESTOCK ACCESS PERSONS
It is the responsibility of each Fahnestock Access Person to
take the initiative to comply with the requirements of this Section IX. Any
effort by a Fund, by an Adviser or by Fahnestock to facilitate the reporting
process does not change or alter that responsibility.
(A) INITIAL CERTIFICATIONS AND INITIAL HOLDINGS REPORTS
Within ten (10) days of becoming an Access Person, Fahnestock
Access Persons are required to complete and submit to the Compliance Officer an
Initial Certification in the form attached as Schedule E and an Initial Holdings
Report.
The Initial Certification includes a list of all brokerage
accounts through which Securities in which an Access Person has Beneficial
Ownership are held, purchased or sold ("Personal Securities Accounts"), along
with a listing of any such Securities that are not held in a Personal Securities
Account.
Any Personal Securities Account not held at Fahnestock must be
transferred to Fahnestock, unless an exemption from this requirement is granted
in writing by the Compliance Officer and other appropriate signatory of
Fahnestock, as determined by Fahnestock. Further,
15
Fahnestock Access Persons must make arrangements so that duplicate confirmations
and statements relating to all Personal Securities Accounts are sent to the
Compliance Officer, unless an exemption from this requirement is granted in
writing by the Compliance Officer.
Timely submission of the Initial Certification, along with a
copy of the most recent monthly statement for each Personal Securities Account
and copies of all confirmations of transactions effected after the date of such
statement, shall satisfy the requirements of this Section IX(A) regarding
submission of an Initial Holdings Report.
(B) QUARTERLY TRANSACTION REPORTS
(1) Within ten (10) days after the end of each calendar
quarter, each Fahnestock Access Person shall make a
written report to the Compliance Officer of all
transactions occurring in the quarter by which he or
she acquired or disposed of Beneficial Ownership of
any Security, except that the report need not set
forth information regarding the following types of
transactions:
(a) Purchases and redemptions of shares of
registered, open-end mutual funds (but not
shares of or interests in closed-end funds,
including interests in any Fund);
(b) Bank certificates of deposit and bankers'
acceptances;
(c) Commercial paper and high quality debt
instruments (including repurchase agreements)
with a stated maturity of 12 months or less;
(d) U.S. Treasury obligations; and
(e) Transactions in an account over which the
Access Person does not exercise, directly or
indirectly, any influence or control. 5
Such report is hereinafter called a "Quarterly Transaction
Report."
(2) A Quarterly Transaction Report shall be on the form
attached as Schedule D and must contain the following
information with respect to each reportable
transaction:
(a) Date and nature of the transaction (purchase,
sale or any other type of acquisition or
disposition);
- ---------------------------
5 The reporting requirements of this Section IX apply to Securities
acquired or disposed of in all types of transactions, including
non-brokered transactions, such as purchases and sales of privately
placed Securities and Securities acquired from an issuer, except to the
extent that one of the exemptions from the reporting requirements
applies.
16
(b) Title, number of shares or principal amount
of each Security and the price at which the
transaction was effected; and
(c) Name of the broker, dealer or bank with or
through whom the transaction was effected.
(3) An Access Person shall not be required to file a
Quarterly Transaction Report for a calendar quarter
if the Compliance Officer is being furnished with
confirmations and statements for all Personal
Securities Accounts of such Access Person, provided
that the Access Person has no reportable transactions
other than those reflected in the confirmations and
statements for such accounts.
(4) A Quarterly Transaction Report may contain a
statement that the report is not to be construed as
an admission that the person making it has or had any
direct or indirect Beneficial Ownership in any
Security to which the report relates.
(5) Notwithstanding the quarterly reporting requirement
set forth in this Section IX(B), compliance by
Fahnestock Access Persons with the reporting
requirements of any comparable procedures to which
such Fahnestock Access Persons are subject shall be
deemed to satisfy the requirements of this Section
and the requirements of Rule 17j-1 regarding
Quarterly Transaction Reports (as defined in the
Rule).
(C) ANNUAL CERTIFICATIONS AND ANNUAL HOLDINGS REPORTS
Annually, each Fahnestock Access Person is required to
complete and submit to the Compliance Officer an Annual Certification in the
form attached as Schedule F and an Annual Holdings Report. The Annual
Certification includes a list of all Personal Securities Accounts, along with a
listing of any Securities in which the Fahnestock Access Person has Beneficial
Ownership that are not held in a Personal Securities Account.
Submission of the Annual Certification, along with copies of
the most recent monthly statement for each Personal Securities Account, shall
satisfy the requirements of this Section IX(A) regarding submission of an Annual
Holdings Report.
SECTION X REPORTS BY NON-ADVANTAGE ADVISERS AND NON-ADVANTAGE ADVISER
ACCESS PERSONS
(A) REPORTS BY NON-ADVANTAGE ADVISERS
To enable the Advisers to monitor compliance with Rule 17j-1
under the 1940 Act, Section 204A of the Advisers Act, and the provisions of this
Codes and the Non-Advantage Adviser Code, the Compliance Officer may obtain at
his or her discretion from each Non-Advantage Adviser, on a quarterly basis: (i)
a certification executed and delivered by an appropriate officer of the
Non-Advantage Adviser certifying that the Non-Advantage Adviser Code of such
Non-Advantage Adviser satisfies the requirements of Rule 17j-1 as applicable to
17
Non-Advantage Adviser Access Persons of such Non-Advantage Adviser and that all
such Non-Advantage Adviser Access Persons have complied with such Non-Advantage
Adviser Code (or, if any violations of such Non-Advantage Adviser Code have
occurred during the relevant quarter, a statement describing such violations),
(ii) such other information as the Compliance Officer may reasonably deem
necessary to confirm whether Non-Advantage Adviser Access Persons have complied
with the provisions of this Code as applicable to them and with the provisions
of the applicable Non-Advantage Adviser Code; and (iii) such other information
regarding any detected violation by Non-Advantage Adviser Access Persons of this
Code or the applicable Non-Advantage Adviser Code.
(B) REPORTS BY NON-ADVANTAGE ADVISER ACCESS PERSONS
Non-Advantage Adviser Access Persons shall comply with the
certification and reporting requirements of the applicable Non-Advantage Adviser
Code.
SECTION XI ADDITIONAL PROHIBITIONS
(A) CONFIDENTIALITY OF FUND TRANSACTIONS
Until disclosed in a public report to investors of a Fund or
in a report filed with the SEC in the normal course, all information concerning
the Securities being considered for purchase or sale by the Funds shall be kept
confidential by all Fund Employees and disclosed by them only on a "need to
know" basis. It shall be the responsibility of the Compliance Officer to report
any inadequacy found in this regard to the boards of the Funds.
(B) OUTSIDE BUSINESS ACTIVITIES, RELATIONSHIPS AND DIRECTORSHIPS
(1) Access Persons may not: (i) engage in any outside
business activities or maintain a business
relationship with any person or company that may give
rise to conflicts of interest or jeopardize the
integrity or reputation of each Fund or Adviser with
which they are associated; or (ii) engage in outside
business activities or maintain relationships with
any person or company that may be inconsistent with
the interests of any such Fund or Adviser.
(2) Access Persons shall promptly notify the Compliance
Officer after becoming a member of the board of a
public or private company. Fahnestock Access Persons
are required to obtain the written approval of the
appropriate signatory of Fahnestock, as determined by
Fahnestock, prior to accepting any such board
membership.
(3) Notwithstanding the foregoing, nothing in this
paragraph (B) shall preclude Non-Advantage Advisers
or Non-Advantage Adviser Access Persons from acting
as investment advisers to various investment funds
and managed accounts.
18
(C) GRATUITIES
Fund Employees shall not, directly or indirectly, take, accept
or receive gifts or other consideration in merchandise, services or otherwise,
except: (i) customary business gratuities such as meals, refreshments, beverages
and entertainment that are associated with a legitimate business purpose,
reasonable in cost, appropriate as to time and place, do not influence or give
the appearance of influencing the recipient and cannot be viewed as a bribe,
kickback or payoff; and (ii) business related gifts of nominal value.
SECTION XII CERTIFICATION BY ACCESS PERSONS
The certifications of each Access Person required to be made
pursuant to Section VIII and Section IX of this Code shall include
certifications that the Access Person has read and understands this Code and
recognizes that he or she is subject to it. Access Persons shall also be
required to certify annually that they have complied with the requirements of
this Code. The form of Initial Certification is attached as Schedule E, and the
form of Annual Certification is attached as Schedule F.
SECTION XIII SANCTIONS
Any violation of this Code shall be subject to the imposition
of such sanctions by the affected Fund and Adviser as may be deemed appropriate
under the circumstances to achieve the purposes of Rule 17j-1 and this Code. Any
sanctions to be imposed by a Fund shall be determined by the Board Members of
such Fund, including a majority of the Independent Board Members. Any sanction
to be imposed by an Adviser shall be determined by such Adviser. Sanctions may
include, but are not limited to, suspension or termination of employment, a
letter of censure and/or restitution of an amount equal to the difference
between the price paid or received by the Fund and the more advantageous price
paid or received by the offending person.
SECTION XIV ADMINISTRATION AND CONSTRUCTION
(A) The administration of this Code shall be the responsibility of
the Compliance Officer.
(B) The duties of the Compliance Officer are as follows:
(1) Continuous maintenance of current lists of the names
of all Fund Employees and Access Persons, with an
appropriate description in each case of the titles or
employments of such persons, including a notation of
any directorships held by Access Persons, and the
date each such person became an Access Person;
(2) On an annual basis, providing each Fund Employee with
a copy of this Code and informing such persons of
their duties and obligations hereunder;
19
(3) Obtaining Initial and Annual Certifications and
Initial and Annual Holdings Reports from Access
Persons and reviewing Initial and Annual Holdings
Reports of Access Persons;
(4) Maintaining or supervising the maintenance of all
records and reports required to be kept by any Fund
or Adviser pursuant to this Code;
(5) Preparing listings of all transactions effected by
Access Persons who are subject to the requirement to
file Quarterly Transaction Reports and reviewing such
transactions against a listing of all transactions
effected by the Funds;
(6) Issuance, either personally or with the assistance of
counsel as may be appropriate, of any interpretation
of this Code which may appear consistent with the
objectives of Rule 17j-1 or Section 204A and this
Code;
(7) Conduct of such inspections or investigations as
shall reasonably be required to detect and report,
with recommendations, any apparent violations of this
Code to the Board Members of the affected Fund;
(8) Submission of a quarterly report to the Board Members
of each Fund containing a description of: any
violation of this Code by a Fund Employee, noting in
each case any sanction imposed; any transactions that
suggest the possibility of a violation of
interpretations issued by the Compliance Officer; and
any other significant information concerning the
appropriateness of and actions taken under this Code;
(9) Submission of a quarterly report to the Board Members
of each Fund regarding the reports, if any, made by
Non-Advantage Advisers of such Fund pursuant to
Section X of the Code and the presentation of such
other information as such Board Members may deem
necessary in reviewing compliance with the provisions
of this Code or of Rule 17j-1 by Fund Employees who
are associated with Non-Advantage Advisers;
(10) Submission of an annual issues and certification
report, as described in paragraph (c)(2)(ii) of Rule
17j-1 (the "Annual Issues and Certification Report"),
to the Board Members of each Fund; and
(11) Such other duties as are set forth in this Code.
(C) The Compliance Officer shall maintain and cause to be
maintained in an easily accessible place, the following
records:
(1) Copies of all codes of ethics of the Funds and of all
Non-Advantage Adviser Codes that have been in effect
at any time during the past five (5) years (however,
this requirement shall not apply to any Non-Advantage
20
Adviser Code that was not in effect at any time
subsequent to its becoming a Non-Advantage Adviser);
(2) A record of each violation of each code described in
(C)(1), above, and of any action taken as a result of
such violation for a period of not less than five (5)
years following the end of the year in which the
violation occurred;
(3) A copy of each report made by an Access Person, the
Compliance Officer or a Non-Advantage Adviser
pursuant to each code described in (C)(1), above, for
a period of not less than five (5) years from the end
of the year in which such report or interpretation
was made or issued, the last three (3) years in a
place that need not be easily accessible;
(4) A list of all persons, currently or within the past
five (5) years, who are or were required to make
reports pursuant to Rule 17j-1 and each code
described in (C)(1), above, or who are or were
responsible for reviewing such reports; and
(5) A record of any decision, and the reasons supporting
the decision, to approve any investment in IPOs or
Limited Offerings by Investment Personnel, for at
least five (5) years after the end of the year in
which such approval is granted.
(D) Review and Approval of Code by Fund Boards
(1) Prior to initial approval of this Code with respect
to a Fund, the Board Members of that Fund must
receive a certification from the Compliance Officer
certifying that procedures reasonably necessary to
prevent Access Persons from violating the Code have
been adopted.
(2) On an annual basis, and at such other times deemed to
be necessary or appropriate by the Board Members of
each Fund, the Board Members shall review the
operation of this Code, and shall adopt such
amendments to this Code as may be necessary to assure
that the provisions of this Code establish standards
and procedures that are reasonably designed to detect
and prevent activities that would constitute
violations of Rule 17j-1.
(3) In connection with the annual review of the Code by
the Board Members of each Fund, the Board Members
shall consider the Annual Issues and Certifications
Report submitted by the Compliance Officer.
(E) Amendments to Code
This Code may not be amended or modified except in a written
form that is specifically approved by the Board Members of
each Fund, including a majority of the Independent Board
Members, within six months after such amendment or
modification.
21
In connection with any such amendment or modification, the
Board Members must receive a certification from the Compliance
Officer certifying that procedures reasonably necessary to
prevent Access Persons from violating the Code, as proposed to
be amended or modified, have been adopted.
(F) The Compliance Officer may delegate to one or more other
officers or employees of Fahnestock such responsibilities of
the Compliance Officer as he or she may deem appropriate;
provided, that: (i) any such delegation shall be set forth in
writing and retained as part of the records of the applicable
Fund and the Adviser; and (ii) it shall be the responsibility
of the Compliance Officer to supervise the performance by such
persons of the responsibilities that have been delegated to
them.
SECTION XV COORDINATION WITH OTHER CODES OF ETHICS
Certain of the Board Members and Fahnestock Access Persons are
also subject to similar codes of ethics adopted by other registered investment
companies organized as limited partnerships or limited liability companies,
which other companies have as their adviser a limited liability company in which
Fahnestock is the managing member ("Affiliated Funds"). The use by such persons
of any form prescribed under the code of ethics of an Affiliated Fund, in lieu
of the corresponding form specified herein, shall be deemed to satisfy the
requirements of this Code.
SCHEDULE A
NON-ADVANTAGE ADVISERS
----------------------
IMPERIAL INVESTMENT ADVISORS PRIVATE LIMITED
SCHEDULE B
INVESTMENT COMPANIES ADOPTING THIS CODE OF ETHICS
-------------------------------------------------
Investment Company Effective Date/Amendment Date
- ------------------ -----------------------------
The India Fund, Inc. July 26, 2001/July 14, 2003
The Asia Tigers Fund, Inc. July 26, 2001/July 14, 2003
SCHEDULE C
REQUEST FOR PERMISSION TO ENGAGE IN PERSONAL TRANSACTION
--------------------------------------------------------
I hereby request permission to effect the following
transaction(s) in Securities in which I have or will acquire Beneficial
Ownership:
PURCHASES AND ACQUISITIONS
--------------------------
- ---------------------------------------------------------------------------------------------------------------
No. of Shares or Current Market
Date Principal Name of Price Per Share Account
Amount Security or Unit
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
SALES AND OTHER DISPOSITIONS
----------------------------
- ---------------------------------------------------------------------------------------------------------------
No. of Shares or Current Market
Date Principal Name of Price Per Share Account
Amount Security or Unit
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Date: ___________________________ Signature: ____________________________
Print Name: ___________________________
Permission Granted ________ Permission Denied ________
Date and Time: __________________ Signature: __________________________
(Clearing Officer)
SCHEDULE D
QUARTERLY TRANSACTION REPORT
----------------------------
I certify that this report, together with the confirmations and statements
for any Personal Securities Account(s) as to which I have arranged for the
Compliance Officer to receive duplicate confirmations and statements, identifies
all transactions during the calendar quarter in which I acquired or disposed of
any Security in which I had or have any direct or indirect Beneficial Ownership
that are required to be reported by me pursuant to the Code. (If no such
transactions took place write "NONE".) Please sign and date this report and
return it to the Compliance Officer no later than the 10th day of the month
following the end of each quarter. Use reverse side if additional space is
needed.
PURCHASES AND ACQUISITIONS
--------------------------
- ----------------------------------------------------------------------------------------------------------------------
No. of Shares or Purchase
Date Principal Name of Price Per Account Executing
Amount Security Share or Unit Broker
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
SALES AND OTHER DISPOSITIONS
----------------------------
- ----------------------------------------------------------------------------------------------------------------------
No. of Shares or
Date Principal Name of Sale Price Per Account Executing
Amount Security Share or Unit Broker
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Date Completed: __________________ Signature: __________________________
Print Name: _________________________
SCHEDULE E
INITIAL CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
-------------------------------------------------------
I have read and understand the Code of Ethics of Advantage Advisers, Inc.,
and certain of its affiliates (the "Code"), a copy of which has been provided to
me. I recognize that the provisions of the Code apply to me and agree to comply
in all respects with the procedures described therein.
I certify that all my Personal Securities Accounts are listed below, and
that if such Accounts are not held by Fahnestock & Co., Inc., the most recent
monthly statement for each Account, along with confirmations of any transactions
effected since the date of such statements, are attached.* I further certify
that, other than those Securities listed below, I hold no Securities in which I
may be deemed to have Beneficial Ownership other than in my Personal Securities
Accounts.*
TITLE OF ACCOUNT NAME OF BROKER ACCOUNT NUMBER
I HOLD THE FOLLOWING SECURITIES IN ADDITION TO THOSE IN MY PERSONAL
SECURITIES ACCOUNTS (If none, write NONE):*
I AM A DIRECTOR OF THE FOLLOWING PUBLIC AND PRIVATE COMPANIES:
Date Completed: __________________ Signature: ____________________________
Print Name: ___________________________
SCHEDULE F
ANNUAL CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
------------------------------------------------------
I have read and understand the Code of Ethics of Advantage Advisers, Inc.,
and certain of its affiliates (the "Code"), a copy of which has been provided to
me. I recognize that the provisions of the Code apply to me and agree to comply
in all respects with the procedures described therein.
I certify that I have complied in all respects with the requirements of the
Code as in effect during the past year. I also certify that all transactions
during the past year that were required to be reported by me pursuant to the
Code have been reported in Quarterly Transactions Reports that I have filed or
in confirmations and statements for my Personal Securities Accounts that have
been sent to you.
I certify that all my Personal Securities Accounts are listed below, and
that if such Accounts are not held by Fahnestock & Co., Inc., that the most
recent monthly statement for each Account is attached.* I further certify that,
other than those Securities listed below, I hold no Securities in which I may be
deemed to have Beneficial Ownership other than in my Personal Securities
Accounts.*
TITLE OF ACCOUNT NAME OF BROKER ACCOUNT NUMBER
I HOLD THE FOLLOWING SECURITIES IN ADDITION TO THOSE IN MY PERSONAL
SECURITIES ACCOUNTS (If none, write NONE):*
I AM A DIRECTOR OF THE FOLLOWING PUBLIC AND PRIVATE COMPANIES:
Date Completed: _________________ Signature: ______________________________
Print Name: _____________________________