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SEI INVESTMENTS COMPANY
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CODE OF ETHICS AND
XXXXXXX XXXXXXX POLICY
A copy of this Code may be accessed through Information Access on the SEI
Intranet Website. To access the document and exhibits, chose Compliance
under the first drop-down menu on the left and click on Corporate
Code of Ethics.
ANY QUESTIONS REGARDING SEI'S POLICY OR
PROCEDURES SHOULD BE REFERRED TO XXXXXXXX
XXXXXX, THE SEI CORPORATE COMPLIANCE
OFFICER AT (000) 000-0000.
DECEMBER 2001
SEI INVESTMENTS COMPANY
CODE OF ETHICS AND XXXXXXX XXXXXXX POLICY
TABLE OF CONTENTS
I. GENERAL POLICY
II. CODE OF ETHICS
A. PURPOSE OF CODE
B. EMPLOYEE/ASSOCIATE PERSONS CATEGORIES
C. GENERALLY APPLICABLE PROHIBITIONS AND RESTRICTIONS
D. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS
E. REPORTING REQUIREMENTS
F. DETECTION AND REPORTING OF CODE VIOLATIONS
G. VIOLATIONS OF THE CODE OF ETHICS
H. CONFIDENTIAL TREATMENT
I. RECORDKEEPING
J. GIFTS AND OTHER MONETARY PAYMENTS
K. DEFINITIONS APPLICABLE TO THE CODE OF ETHICS
III. XXXXXXX XXXXXXX POLICY
A. WHAT IS "MATERIAL" INFORMATION?
B. WHAT IS "NONPUBLIC INFORMATION"?
C. WHO IS AN INSIDER?
D. WHAT IS MISAPPROPRIATION?
E. WHAT IS TIPPING?
F. IDENTIFYING INSIDE INFORMATION?
G. TRADING IN SEI INVESTMENTS COMPANY SECURITIES
H. VIOLATIONS OF THE XXXXXXX XXXXXXX POLICY
IV. EXHIBITS - CODE OF ETHICS REPORTING FORMS
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DECEMBER 2001
I. GENERAL POLICY
SEI Investments Company, through various subsidiaries (jointly "SEI"), is an
investment adviser, administrator, distributor, and/or trustee of investment
companies, collective investments trusts, investment partnership, and other
asset management accounts (jointly "Investment Vehicles"). As an investment
adviser, SEI is subject to various U.S. securities laws and regulations
governing the use of confidential information and personal securities
transactions. This Code of Ethics and Xxxxxxx Xxxxxxx Policy (jointly "Policy")
was developed based on those laws and regulations, and sets forth the procedures
and restrictions governing the personal securities transactions for all SEI
employees.
SEI has a highly ethical business culture and expects that all employees will
conduct any personal securities transactions consistent with this Policy and in
such a manner as to avoid any actual or potential conflict of interest or abuse
of a position of trust and responsibility. When an employee invests for his or
her own account, conflicts of interest may arise between a client's and the
employee's interest. Such conflicts may include the using of employee's advisory
position to take advantage of available investment opportunities, taking an
investment opportunity from a client for an employee's own portfolio, or
frontrunning, which occurs when an employee trades in his or her personal
account before making client transactions. As a fiduciary, SEI owes a duty of
loyalty to clients, which requires that an employee must always place the
interests of clients first and foremost and shall not take inappropriate
advantage of his or her position. Thus, SEI employees must conduct themselves
and their personal securities transactions in a manner that does not create
conflicts of interest with the firm's clients.
Pursuant to this Policy, employees and other persons associated with SEI will be
subject to various per-clearance and reporting standards for their personal
securities transactions based on their status as defined by this Policy.
Therefore, it is important that every person pay special attention to the
categories set forth to determine which provisions of this Policy applies to him
or her, as well as to the sections on restrictions, pre-clearance, and reporting
of personal securities transactions.
Some employees and other persons associated with SEI outside the United States
are subject to this Policy and the applicable laws of the jurisdictions in which
they are located. These laws may differ substantially from U.S. law and may
subject employees to additional requirements. To the extent any particular
portion of the Policy is inconsistent with foreign law not included herein or
within the firm's Compliance manual, employees should consult the SEI Compliance
Department located at SEI's Oaks facility.
EACH EMPLOYEE SUBJECT TO THIS POLICY MUST READ AND RETAIN A COPY OF THIS POLICY
AND AGREE TO ABIDE BY ITS TERMS. FAILURE TO COMPLY WITH THE PROVISIONS OF THIS
POLICY MAY RESULT IN THE IMPOSITION OF SERIOUS SANCTIONS, INCLUDING, BUT NOT
LIMITED TO DISGORGEMENT OF PROFITS, DISMISSAL, SUBSTANTIAL PERSONAL LIABILITY
AND/OR REFERRAL TO REGULATORY OR LAW ENFORCEMENT AGENCIES.
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DECEMBER 2001
II. CODE OF ETHICS
A. PURPOSE OF CODE
This Code of Ethics ("Code") was adopted pursuant to the provisions of Section
17(j) of the Investment Company Act of 1940 ("xxx 0000 Xxx"), as amended, and
Rule 17j-1 there under, as amended. Those provisions of the U.S. securities laws
were adopted to prevent persons who are actively engaged in the management,
portfolio selection or underwriting of registered investment companies from
participating in fraudulent, deceptive or manipulative acts, practices or
courses of conduct in connection with the purchase or sale of securities held or
to be acquired by such companies. Employees (including contract employees) and
other persons associated with SEI will be subject to various pre-clearance and
reporting requirements based on their responsibilities within SEI and
accessibility to certain information. Those functions are set forth in the
categories below.
B. EMPLOYEES/ASSOCIATE PERSON CATEGORIES
1. ACCESS PERSON:
(a) any director, officer or general partner of SEI INVESTMENTS
DISTRIBUTION CO. ("SIDCO") who, in the ordinary course of business,
makes, participates in or obtains information regarding, the purchases
or sales of securities by Investment Vehicles for which SIDCO acts as
principal underwriter, or whose functions or duties in the ordinary
course of business relate to the making of any recommendations to the
Investment Vehicles regarding the purchase or sale of securities;
(b) any director, officer or general partner of SEI INVESTMENTS MUTUAL
FUND SERVICEs who, in connection with his or her regular functions or
duties, participates in the selection of an Investment Vehicle's
portfolio securities, or has prior or contemporaneous access to
information regarding an Investment Vehicles' purchases and sales of
portfolio securities;
(c) any natural person in a "control" relationship to an Investment
Vehicle or SEI INVESTMENTS MANAGEMENT CORPORATION ("SIMC") AND/OR SEI
INVESTMENTS MANAGEMENT CORPORATION II ("SIMC II") who obtains prior or
contemporaneous information concerning recommendations made to an
Investment Vehicle with regard to the purchase or sale of securities by
the Investment Vehicle.
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DECEMBER 2001
2. INVESTMENT PERSON:
(a) any director, officer or employee of SIMC OR SIMC II who (1)
directly oversees the performance of one or more sub-advisers for any
Investment Vehicle for which SEI acts as investment adviser, (2)
executes or helps executes portfolio transactions for any such
Investment Vehicle, or (3) obtains or is able to obtain prior
contemporaneous information regarding the purchase or sale of an
Investment Vehicle's portfolio securities.
3. PORTFOLIO PERSON:
(a) any director, officer or employee of SEI entrusted with direct
responsibility and authority to make investment decisions affecting one
or more client portfolios.
4. FUND OFFICER:
(a) any director, officer or employee of SEI who acts as a director or
officer of any U.S. registered investment company to which SEI acts as
an administrator or sub-administrator or principal underwriter.
5. REGISTERED REPRESENTATIVE:
(a) any director, officer or employee who is registered with the
National Association of Securities Dealers ("NASD") as a registered
representative (Series 6, 7 or 63), a registered principal (Series 24
or 26) or an investment representative (Series 65), regardless of job
title or responsibilities.
6. ASSOCIATE:
(a) any director, officer or employee of SEI who does not fall within
the above listed categories.
C. GENERALLY APPLICABLE PROHIBITIONS AND RESTRICTIONS
1. PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION - ALL SEI
EMPLOYEES
All SEI employees and associated persons may not, directly or
indirectly, in connections with the purchase or sale, of a Security
held or to be acquired by an Investment Vehicle for which SEI acts an
investment adviser, administrator or distributor:
(a) employ any device, scheme or artifice to defraud the Investment
Vehicle;
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DECEMBER 2001
(b) make to the Investment Vehicle any untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were
made, not misleading;
(c) engage in any act, practice or course of business that operates or
would operate as a fraud or deceit upon the Investment Vehicle; or
(d) engage in any manipulative practice with respect to the Investment
Vehicle.
2. PERSONAL SECURITIES RESTRICTIONS
ACCESS PERSONS:
o may not purchase or sell, directly or indirectly, any Security
WITHIN 24 HOURS BEFORE OR AFTER the time that the same
Security (including any equity related security of the same
issuer such as preferred stock, options, warrants and
convertible bonds) is being purchased or sold by any
Investment Vehicle for which SEI acts as adviser, distributor
and/or administrator.
o may not acquire Securities as part of an Initial Public
Offering ("IPO") without obtaining the written approval of
their designated Compliance Officer before directly or
indirectly acquiring a beneficial ownership in such
securities.
o may not acquire a beneficial ownership interest in Securities
issued in a private placement transaction without obtaining
prior written approval from the designated Compliance Officer.
o may not receive any gift of more than de minimus value
(currently $ 100.00 annually) from any person or entity that
does business with or on behalf of any Investment Vehicle.
INVESTMENT PERSONS:
o may not purchase or sell, directly or indirectly, any Security
WITHIN 24 HOURS BEFORE OR AFTER the time that the same
Security (including any equity related security of the same
issuer such as preferred stock, options, warrants and
convertible bonds) is being purchased or sold by any
Investment Vehicle for which SEI or one of its sub-adviser
acts as investment adviser or sub-adviser to the Investment
Vehicle.
o MAY NOT PROFIT from the purchase and sale or sale and purchase
of a Security WITHIN 60 DAYS of acquiring or disposing of
Beneficial Ownership of that Security. This prohibition does
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DECEMBER 2001
not apply to transactions resulting in a loss, or to futures
or options on futures on broad-based securities indexes or
U.S. Government securities.
o may not acquire Securities as part of an Initial Public
Offering ("IPO") without obtaining the written approval of the
designated Compliance Officer before directly or indirectly
acquiring a beneficial ownership in such securities.
o may not acquire a beneficial ownership in Securities issued in
a private placement transaction or offering without obtaining
prior written approval of the designated Compliance Officer.
o may not receive any gift of more than de minimus value
(currently $ 100.00 annually) form any person or entity that
does business with or on behalf of any Investment Vehicle.
o may not serve on the board of directors of any publicly traded
company.
PORTFOLIO PERSONS:
o may not purchase or sell, directly or indirectly, any Security
WITHIN 7 DAYS BEFORE OR AFTER the time that the same Security
(including any equity related security of the same issuer such
as preferred stock, options, warrants and convertible bonds)
is being purchased or sold by any Investment Vehicle for which
SEI or one of its sub-adviser acts as investment adviser or
sub-adviser to the Investment Vehicle.
o MAY NOT PROFIT from the purchase and sale or sale and purchase
of a Security WITHIN 60 DAYS of acquiring or disposing of
Beneficial Ownership of that Security. This prohibition does
not apply to transactions resulting in a loss, or to futures
or options on futures on broad-based securities indexes or
U.S. Government securities.
o may not acquire Securities as part of an Initial Public
Offering ("IPO") without obtaining the written approval of the
designated Compliance Officer before directly or indirectly
acquiring a beneficial ownership in such securities.
o may not acquire a beneficial ownership in Securities issued in
a private placement transaction or offering without obtaining
prior written approval of the designated Compliance Officer.
o may not receive any gift of more than de minimus value
(currently $ 100.00 annually) form any person or entity that
does business with or on behalf of any Investment Vehicle.
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DECEMBER 2001
o may not serve on the board of directors of any publicly traded
company.
REGISTERED REPRESENTATIVES:
o may not acquire Securities as part of an Initial Public Offering
("IPO").
o may not participate in investment clubs.
o may not give or receive any gifts to or from clients which exceed
$100.00 in value annually.
D. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS
1. ACCESS, INVESTMENT AND PORTFOLIO PERSONS:
o must pre-clear each proposed securities transaction with the
SEI Compliance Officer or designated representative of the SEI
Compliance Department for all Accounts held in their names or
in the names of other in which they hold a Beneficial
Ownership interest. No transaction in Securities may be
effected without the prior written approval, except those set
forth below in Section D.3 which lists the securities
transactions that do not require pre-clearance.
o pre-clearance is required for all lump sum transactions of SEI
stock through the firm's stock purchase plan, individual
brokerage accounts or the brokerage investment options through
the firm's 401(k) plan. (new plan feature targeted)
o the SEI Compliance Department will keep a record of the
approvals, and the rationale supporting, investments in IPOs
and private placement transactions. This approval will be
based upon a determination that the investment opportunity
need not be reserved for clients, that the Employee is not
being offered the opportunity due to his or her employment
with SEI and other relevant factors on a case-by-case basis
2. REGISTERED REPRESENTATIVES/ASSOCIATES:
o must pre-clear transactions with the SEI Compliance Officer or
designated representative of the SEI Compliance Department
ONLY IF the Registered Representative or Associate knew or
should have known at the time of the transaction that, DURING
THE 24 HOUR PERIOD immediately preceding or following the
transaction, the Security was purchased or sold or was being
considered for purchase or sale by any Investment Vehicle.
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DECEMBER 2001
3. TRANSACTIONS THAT DO NO HAVE TO BE PRE-CLEARED:
o purchases or sales over which the employee pre-clearing the
transactions (the "Pre-clearing Person") has no direct or
indirect influence or control;
o purchases, sales or other acquisitions of Securities which are
non-volitional on the part of the Pre-clearing Person or any
Investment Vehicle, such as purchases or sales upon exercise
or puts or calls written by Pre-clearing Person, sales from a
margin account pursuant to a BONA FIDE margin call, stock
dividends, stock splits, mergers consolidations, spin-offs, or
other similar corporate reorganizations or distributions;
o purchases which are part of an automatic dividend reinvestment
plan or automatic employees stock purchase plans;
o purchases effected upon the exercise of rights issued by an
issuer PRO RATA to all holders of a class of its Securities,
to the extent such rights were acquired for such issuer;
o acquisitions of Securities through gifts or bequests; and
o transactions in OPEN-END mutual funds.
4. PRE-CLEARANCE PROCEDURES:
o All requests for pre-clearance of securities transactions must
be submitted to SEI Compliance Officer or designated
representative of the SEI Compliance Department by completing
a Pre-Clearance Request Form (ATTACHED AS EXHIBIT 1) OR BY
USING THE SEI AUTOMATED PRE-CLEARANCE TRADING SYSTEM.
o The following information must be provided for each request:
a. Name, date, phone extension and job title
b. Transaction detail, i.e. whether the transaction
is a buy or sell; the security name and security
type; number of shares; price; date acquired if a
sale; and whether the security is traded in a
portfolio or Investment Vehicle, part of an initial
public offering, or part of a private placement
transaction; and
c. Signature and date; if electronically submitted,
initial and date.
o The SEI Compliance Officer or designated representative of the
SEI Compliance Department will notify the employee whether the
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DECEMBER 2001
trading request is approved or denied via email or through the
SEI Automated Pre-Clearance Trading system.
o Employees should not submit a Pre-clearance Request Form for a
transaction that he or she does not intend to execute.
o Pre-clearance trading authorization is valid for 3 BUSINESS
DAYS ONLY. If the transaction is not executed within this
period, an explanation of why the previous pre-cleared
transaction was not completed must be submitted to the SEI
Compliance department or entered into the SEI Automated
Pre-clearance Trading system. Also Open and Limit Orders must
be resubmitted for pre-clearance approval if not executed
within the 3 business day window.
o Persons subject to pre-clearance must submit to the SEI
Compliance Officer or designated representative of the SEI
Compliance Department transactions reports showing the
transactions for all the Investment Vehicles for which SEI or
a sub-adviser serves as an investment adviser for the 24 hour
period before and after the date on which their securities
transactions were effected. These reports may be submitted in
hard copy or viewed through the SEI Pre-clearance Trading
system. Transaction reports need only to cover the portfolios
that hold or are eligible to purchase and sell the types of
securities proposed to be bought or sold by person subject to
pre-clearance requirements. For example, if a person seeks to
obtain approval for a proposed equity trade, only the
transactions for the portfolios effecting transactions in
equity securities are required.
o The SEI Compliance Officer or designated representative of the
SEI Compliance Department can grant exemptions from the
personal trading restrictions in this Code (with the exception
of pre-clearance obligations) upon determining that the
transaction for which an exemption is requested would not
result in a conflict of interest or violate any other policy
embodied in this Code. Factors to be considered may include:
the size and holding period of the Employee's position in the
security, the market capitalization of the issuer, the
liquidity of the security, the reason for the Employee's
requested transaction, the amount and timing of client trading
in the same or a related security, and other relevant factors.
o The SEI Compliance Department will maintain pre-clearance
records for 5 years.
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DECEMBER 2001
E. REPORTING REQUIREMENTS
1. DUPLICATE BROKERAGE STATEMENTS
(ALL SEI EMPLOYEES)
o All SEI Employees are required to instruct their broker/dealer
to file duplicate statements with the SEI Compliance
Department at SEI Oaks. Employees in SEI's global offices are
required to have their duplicate statements send to the
offices in which they are located. Statements must be filed
for all Accounts (including those in which employees have a
Beneficial Ownership interest), except those that trade
exclusively in open-end mutual funds, government securities or
monthly-automated purchases of SEI stock through the employee
stock/stock option plan. Failure of a broker/dealer to send
duplicate statements will not excuse an Employee's violations
of this Section, unless the Employee demonstrates that he or
she took every reasonable stop to monitor the broker's or
dealer's compliance.
o Sample letters instructing the broker/dealer firms to send the
statements to SEI are attached in EXHIBIT 2 of this Code. If
the broker/dealer required a letter authorizing a SEI employee
to open an account, the permission letter may also be found in
Exhibit 2. Please complete the necessary brokerage information
and forward a signature ready copy to the SEI Compliance
Officer.
o If no such duplicate statement can be supplied, the Employee
should contact the SEI Compliance department.
2. INITIAL HOLDINGS REPORT
(ACCESS, INVESTMENT AND PORTFOLIO PERSONS AND FUND OFFICERS)
o Access, Investment and Portfolio Persons and Fund Officers,
must submit an Initial Holdings Report to the SEI Compliance
Officer or designated representative of the SEI Compliance
Department disclosing EVERY security beneficially owned
directly or indirectly by such person WITHIN 10 DAYS of
becoming an Access, Investment or Portfolio Person or Fund
Officer. Any person who returns the report late may be subject
to the penalties in Section G regarding Code of Ethics
violations.
o The following information must be provided on the report:
a. the title of the security;
b. the number of shares held;
c. the principal amount of the security; and
d. the name of the broker, dealer or bank where the
security is held.
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DECEMBER 2001
The information disclosed in the report should be current
as of a date no more than 30 days before the report is
submitted. If the above information is contained on the
employee's brokerage statement, employees may attach the
statement and sign the initial holdings report.
o The Initial Holdings Report is attached as EXHIBIT 3 to this Code.
3. QUARTERLY REPORT OF SECURITIES TRANSACTIONS
(ACCESS, INVESTMENT AND PORTFOLIO PERSONS AND FUND OFFICERS)
o Access, Investment and Portfolio Persons and Fund Officers,
must submit quarterly transaction reports of the purchases
and/or sales of securities in which such persons have a direct
or indirect Beneficial Ownership interest. The report will be
provided to all of the above defined persons before the end of
each quarter by the SEI Compliance Officer or designated
representative of the SEI Compliance Department and must be
completed and returned NO LATER THAN 10 DAYS after the end of
each calendar quarter. Quarterly Transaction Reports that are
not returned by the date they are due WILL be considered late
and will be noted as violations of the Code of ---- Ethics.
Any person who repeatedly returns the reports late may be
subject to the penalties in Section G regarding Code of Ethics
violations.
o The following information must be provided on the report:
a. the date of the transaction, the description and number
of shares, and the principal amount of each security
involved;
b. whether the transaction is a purchase, sale
or other acquisition or disposition;
c. the transaction price; and
d. the name of the broker, dealer or bank through whom the
transaction was effected.
e. a list of securities accounts opened during the quarterly
including the name of the broker, dealer or bank and account
number.
o The Quarterly Report of Securities Transaction is attached as
EXHIBIT 4 to this Code.
4. ANNUAL REPORT OF SECURITIES HOLDINGS
(ACCESS, INVESTMENT AND PORTFOLIO PERSONS AND FUND OFFICERS)
o On annual basis, Access, Investment and Portfolio Persons and
Fund Officers, must submit to the SEI Compliance Officer or
designed representative of the SEI Compliance Department an
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DECEMBER 2001
Annual Report of Securities Holdings that contains a list of
all securities subject to this Code in which they have any
direct or indirect Beneficial Ownership interest.
o The following information must be provided on the report:
a. the title of the security;
b. the number of shares held;
c. the principal amount of the security; and
d. the name of the broker, dealer or bank where the
security is held.
The information disclosed in the report should be current
as of a date no more than 30 days before the report is
submitted. If the above information is contained on the
employee's brokerage statement, employees may attach the
statement and sign the annual holdings report.
o Annual Reports must be completed and returned to the SEI
Compliance Officer or designated representative of the SEI
Compliance Department WITHIN 30 DAYS after the end of the
calendar year-end. Annual Reports that are not returned by the
date they are due WILL be considered late and will be noted as
violations of the Code of Ethics. Any person who repeatedly
returns the reports late may be subject to the penalties in
Section G regarding Code of Ethics violations.
o The Annual Report of Securities Holdings is attached as EXHIBIT 5
to this Code.
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DECEMBER 2001
5. ANNUAL CERTIFICATION OF COMPLIANCE
(ALL SEI EMPLOYEES)
o All employees will be required to certify annually that they:
-have read the Code of Ethics;
-understand the Code of Ethics; and
-have complied with the provisions of the Code of
Ethics.
o The SEI Compliance Officer or designated representative from
the SEI Compliance Department will send out annual forms to
all employees that must be completed and returned NO LATER
THAN 30 DAYS after the end of the calendar year.
o The Annual Certification of Compliance is attached as EXHIBIT
6 to this Code.
F. DETECTION AND REPORTING OF CODE VIOLATIONS
1. The SEI Compliance Officer or designated representative of the SEI
Compliance Department will:
o review the personal securities transaction reports or
duplicate statements filed by Employees and compare the
reports or statements of the Investment Vehicles' completed
portfolio transactions. The review will be performed on a
quarterly basis. If the SEI Compliance Officer or the
designated representative of the Compliance Department
determines that a compliance violation may occurred, the
Officer will give the person an opportunity to supply
explanatory material.
o prepare an Annual Issues and Certification Report to the Board
of Trustees or Directors of the Investment Vehicles that, (1)
describes the issues that arose during the year under this
Code, including, but not limited to, material violations of
and sanctions under the Code, and (2) certifies that SEI has
adopted procedures reasonably necessary to prevent its access,
investment and portfolio personnel from violating this Code;
and
o prepare a written report to SEI management personnel outlining
any violations of the Code together with recommendations for
the appropriate penalties;
o prepare a written report detailing any approval(s) granted for
the purchase of securities offered in connection with an IPO
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DECEMBER 2001
or a private placement. The report must include the rationale
supporting any decision to approve such a purchase.
G. VIOLATIONS OF THE CODE OF ETHICS
1. PENALTIES:
o Employees who violate the Code of Ethics may be subject to serious
penalties which may include:
o written warning;
o reversal of securities transactions;
o restriction of trading privileges;
o disgorgement of trading profits;
o fines;
o suspension or termination of employment; and/or
o referral to regulatory or law enforcement agencies.
2. PENALTY FACTORS:
o Factors which may be considered in determining an appropriate
penalty include, but are not limited to:
o the harm to clients;
o the frequency of occurrence;
o the degree of personal benefit to the employee;
o the degree of conflict of interest;
o the extent of unjust enrichment;
o evidence of fraud, violation of law, or reckless
disregard of a regulatory requirement; and/or
o the level of accurate, honest and timely cooperation form
the employee.
H. CONFIDENTIAL TREATMENT
o The SEI Compliance Officer or designated representative from
the Compliance Department will use their best efforts to
assure that all requests for pre-clearance, all personal
securities reports and all reports for securities holding are
treated as "Personal and Confidential." However, such
documents will be available for inspection by appropriate
regulatory agencies and other parties within outside SEI as
are necessary to evaluate compliance with or sanctions under this
Code.
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DECEMBER 2001
I. RECORDKEEPING
o SEI will maintain records as set forth below. These records
will be maintained in accordance with Rule 31a-2 under the
1940 Act and the following requirements. They will be
available for examination by representatives of the Securities
and Exchange Commission and other regulatory agencies.
o A copy of this Code that is, or at any time within the past
five years has been, in effect will be preserved in an easily
accessible place for a period of five years.
o A record of any Code violation and of any sanctions taken will
be preserved in an easily accessible place for a period of at
least five years following the end of the fiscal year in which
the violation occurred.
o A copy of each Quarterly Transaction Report, Initial Holdings
Report, and Annual Holdings Report submitted under this Code,
including any information provided in lieu of any such reports
made under the Code, will be preserved for a period of at
least five years from the end of the fiscal year in which it
is made, for the first two years in an easily accessible
place.
o A record of all persons, currently or within the past five
years, who are or were required to submit reports under this
Code, or who are or were responsible for reviewing these
reports, will be maintained in an easily accessible place for
a period of at least five years from the end of the calendar
year in which it is made.
o A record of any decision, and the reasons supporting the
decision, to approve the acquisition of securities acquired in
an IPO or LIMITED OFFERING, for at least five years after the
end of the fiscal year in which the approval is granted.
J. GIFT AND OTHER MONETARY PAYMENTS
o All Employees should not seek, accept or offer any gifts or favors of
more than a minimal value (currently $ 100 annually) or provide any
preferential treatment in dealings with any client, broker/dealer,
portfolio company, financial institutional or any other organization
with whom the firm transacts business. Occasional participation in
lunches, dinners, sporting activities or similar gatherings conducted
for business purposes are not prohibited. However, for both the
Employee's protection and that of the firm it is extremely important
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DECEMBER 2001
that even the appearance of a possible conflict of interest be avoided.
Extreme caution is to be exercised in any instance in which business
related travel and lodging are paid for by any other party than SEI
Investments.
o Employees must not participate individually or on behalf of
the firm, a subsidiary, or any client, directly or indirectly,
in any of the following transactions:
o Use of the firm's funds for political purposes.
o Payment or receipt of bribes, kickbacks, or payment
or receipt of any other amount with an understanding
that part of all of such amount will be refunded or
delivered to a third party in violation of any law
applicable to the transaction.
o Payments to government officials or employees (other
than disbursements in the ordinary course of business
for such legal purposes as payment of taxes)
o Payment of compensation or fees in a manner the
purpose of which is to assist the recipient to evade
taxes, federal or state law, or other valid charges
or restrictions applicable to such payment.
o Use of the funds or assets of the firm or any subsidiary
for any other unlawful or improper purpose.
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DECEMBER 2001
K. DEFINITIONS APPLICABLE TO THE CODE OF ETHICS
o ACCOUNT - a securities trading account held by an Employee and
by any such person's spouse, minor children and adults
residing in his or her household (each such person, an
"immediate family member"); any trust for which the person is
a trustee or from which the Employee benefits directly or
indirectly; any partnership (general, limited or otherwise) of
which the Employee is a general partner or a principal of the
general partner; and any other account over which the Employee
exercises investment discretion.
o BENEFICIAL OWNERSHIP - Security ownership in which a person
has a direct or indirect financial interest. Generally, an
employee will be regarded as a beneficial owner of Securities
that are held in the name of:
a. a spouse or domestic partner;
b. a minor child;
c. a relative who resides in the employee's household; or
d. any other person IF: (a) the employee obtains from the
securities benefits substantially similar to those
of ownership (for example, income from securities
that are held by a spouse); or (b) the employee
can obtain title to the securities now or in the
future.
o CONTROL - means the same as it does under Section 2(a)(9) of
the 1940 Act. Section 2(a)(9) provides that "control" means
the power to exercise a controlling influence over the
management or policies of a company, unless such power is
solely the result of an official position with such company.
Ownership of 25% or more of a company's outstanding voting
securities is presumed to give the holder of such securities
control over the company. The facts and circumstances of a
given situation may counter this presumption.
o INITIAL PUBLIC OFFERING - an offering of securities for which
a registration statement has not been previously filed with
the U.S. SEC and for which there is no active public market in
the shares.
o PURCHASE OR SALE OF A SECURITY - includes the writing of an option to
purchase or sell a security.
o SECURITY - includes notes, bonds, stocks (including closed-end
funds), convertibles, preferred stock, options on securities,
futures on broad-based market indices, warrants and rights. A
"Security" DOES NOT INCLUDE direct obligations of the U.S.
Government, bankers' acceptances, bank certificates of
deposit, commercial paper and high quality short-term debt
instruments, including repurchase agreements; and, shares
issued by open-end mutual funds.
18
DECEMBER 2001
All Employees are required to refrain from investing in Securities
based on material nonpublic inside information. This policy is based on
the U.S. federal securities laws that prohibit any person from:
o trading on the basis of material, nonpublic information;
o tipping such information to others;
o recommending the purchase or sale of securities on the basis of
such information;
o assisting someone who is engaged in any of the above activities;
and
o trading a security, which is the subject of an actual or
impending tender offer when in possession of material nonpublic
information relating to the offer.
This includes any confidential information that may be obtained by
Access, Investment and Portfolio Persons, and Fund Officers, regarding
the advisability of purchasing or selling specific securities for any
Investment Vehicles or on behalf of clients. Additionally, this policy
includes any confidential information that may be obtained about SEI
Investments Company or any of its affiliated entities. This Section
outlines basic definitions and provides guidance to Employees with
respect to this Policy.
A. WHAT IS "MATERIAL" INFORMATION?
INFORMATION IS MATERIAL WHEN THERE IS A SUBSTANTIAL LIKELIHOOD
THAT A REASONABLE INVESTOR WOULD CONSIDER IT IMPORTANT IN
MAKING HIS OR HER INVESTMENT DECISIONS. Generally, if
disclosing certain information will have a substantial effect
on the price of a company's securities, or on the perceived
value of the company or of a controlling interest in the
company, the information is material, but information may be
material even if it does not have any immediate direct effect
on price or value. There is no simple "bright line" test to
determine when information is material; assessments of
materiality involve a highly fact-specific inquiry. For this
reason, any question as to whether information is material
should be directed to the SEI Compliance Department.
19
DECEMBER 2001
B. WHAT IS "NONPUBLIC" INFORMATION?
INFORMATION ABOUT A PUBLICLY TRADED SECURITY OR ISSUER IS
"PUBLIC" WHEN IT HAS BEEN DISSEMINATED BROADLY TO INVESTORS IN
THE MARKETPLACE. TANGIBLE EVIDENCE OF SUCH DISSEMINATION IS
THE BEST INDICATION THAT THE INFORMATION IS PUBLIC. For
example, information is public after it has become available
to the general public through a public filing with the SEC or
some other governmental agency, the Dow Xxxxx "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.
Information about securities that are not publicly traded, or
about the issuers of such securities, is not ordinarily
disseminated broadly to the public. However, for purposes of
this Policy, such private information may be considered
"public" private information to the extent that the
information has been disclosed generally to the issuer's
security holders and creditors. For example, information
contained in a private placement memorandum to potential
investors may be considered "public" private information with
respect to the class of persons who received the memorandum,
BUT MAY STILL BE CONSIDERED "NONPUBLIC" INFORMATION WITH
RESPECT TO CREDITORS WHO WERE NOT ENTITLED TO RECEIVE THE
MEMORANDUM. As another example, a controlling shareholder may
have access to internal projections that are not disclosed to
minority shareholders; such information would be considered
"nonpublic" information.
C. WHO IS AN INSIDER?
Unlawful xxxxxxx xxxxxxx occurs when a person, who is
considered an insider, with a duty not to take advantage of
material nonpublic information violates that duty. Whether a
duty exists is a complex legal question. This portion of the
Policy is intended to provide an overview only, and should not
be read as an exhaustive discussion of ways in which persons
may become subject to xxxxxxx xxxxxxx prohibitions.
Insiders of a company include its officers, directors (or
partners), and employees, and may also include a controlling
shareholder or other controlling person. A person who has
access to information about the company because of some
special position of trust or has some other confidential
relationship with a company is considered a temporary insider
of that company. Investment advisers, lawyers, auditors,
financial institutions, and certain consultants AND ALL OF
THEIR OFFICERS, DIRECTORS OR PARTNERS, AND EMPLOYEES are all
likely to be temporary insiders of their clients.
20
DECEMBER 2001
Officers, directors or partners, and employees of a
controlling shareholder may be temporary insiders of the
controlled company, or may otherwise be subject to a duty not
to take advantage of inside information.
D. WHAT IS MISAPPROPRIATION?
Misappropriation usually occurs when a person acquires inside
information about Company A in violation of a duty owed to
Company B. For example, an employee of Company B may know that
Company B is negotiating a merger with Company A; the employee
has material nonpublic information about Company A and must
not trade in Company A's shares.
For another example, Employees who, because of their
association with SEI, receive inside information as to the
identity of the companies being considered for investment by
SEI Investment Vehicles or by other clients, have a duty not
to take advantage of that information and must refrain from
trading in the securities of those companies.
E. WHAT IS TIPPING?
Tipping is passing along inside information; the recipient of
a tip (the "tippee") becomes subject to a duty not to trade
while in possession of that information. A tip occurs when an
insider or misappropriator (the "tipper") discloses inside
information to another person, who knows or should know that
the tipper was breaching a duty by disclosing the information
and that the tipper was providing the information for an
improper purpose. Both tippees and tippers are subject to
liability for xxxxxxx xxxxxxx.
F. IDENTIFYING INSIDE INFORMATION
Before executing any securities transaction for your personal
account or for others, you must consider and determine WHETHER
YOU HAVE ACCESS TO MATERIAL, NONPUBLIC INFORMATION. If you
think that you might have access to material, nonpublic
information, you MUST take the following steps:
1. Report the information and proposed trade immediately to
the Compliance Department or designated Compliance
Officer;
21
DECEMBER 2001
2. Do not purchase or sell the securities on behalf of
yourself or others; and
3. Do not communicate the information inside or outside SEI,
other than to the Compliance Department or designated
Compliance Officer.
These prohibitions remain in effect until the information
becomes public.
Employees managing the work of consultants and temporary
employees who have access to material nonpublic information
are responsible for ensuring that consultants and temporary
employees are aware of this Policy and the consequences of
non-compliance.
G. TRADING IN SEI INVESTMENTS COMPANY SECURITIEA
(ALL EMPLOYEES)
This Policy applies to ALL EMPLOYEES with respect to trading in
the securities of SEI Investments Company, including shares
held directly or indirectly in the Company's 401(k) plan.
Employees, particularly "officers" (as defined in Rule
16(a)-1(f) in the Securities Exchange Act of 1934, as amended),
of the company should be aware of their fiduciary duties to SEI
and should be sensitive to the appearance of impropriety with
respect to any of their personal transactions in SEI's publicly
traded securities. Thus, the following restrictions apply to
all transactions in SEI's publicly traded securities occurring
in an employee's Account and in all other accounts in which the
employee benefits directly or indirectly, or over which the
employee exercises investment discretion.
o BLACKOUT PERIOD ON SEI STOCK - DIRECTORS AND OFFICERS are
prohibited from buying or selling SEI's publicly traded
securities during the blackout period. The blackout
periods are as follows:
o for the first, second and third quarterly financial
reports - begins at the close of the prior quarter and
ends after SEI publicly announces the financial results
for that quarter.
o for the annual and fourth quarter financial reports -
begins on the 6th business day of the first month
following the end of the calendar year-end and ends after
SEI publicly announces its financial results.
All securities trading during this period may only be
conducted with the approval of SEI's General Counsel or the
Compliance Director. In no event may securities trading in
SEI's stock be conducted while an Director or Officer of the
company is in possession of material nonpublic information
regarding SEI.
22
DECEMBER 2001
o MAJOR EVENTS - ALL EMPLOYEES who have knowledge of any SEI
events or developments that may have a "material" impact
on SEI's stock that have not been publicly announced are
prohibited from buying or selling SEI's publicly traded
securities before such announcements. (SEE definition of
"material information" contained in III. A. above.)
o SHORT SELLING AND DERIVATIVES TRADING PROHIBITION - ALL
EMPLOYEES are prohibited from engaging in short sales and
options trading of SEI's common stock.
SECTION 16(A) DIRECTORS AND OFFICERS are subject to the following
additional trading restriction.
o SHORT SWING PROFITS - Directors and Officers may not
profit from the purchase and sale or sale and purchase of
SEI's securities within 6 MONTHS of acquiring or disposing
of Beneficial Ownership of that Security.
H. VIOLATIONS OF THE XXXXXXX XXXXXXX POLICY
Unlawful trading of securities while in possession of material
nonpublic information, or improperly communicating that
information to others, is a violation of the federal
securities laws and may expose violators to stringent
penalties. Criminal sanctions may include a fine of up to
$1,000,000 and/or ten years imprisonment. The SEC can recover
the profits gained or losses avoided through the violative
trading, a penalty of up to three times the illicit windfall
or loss avoided, and an order permanently enjoining violators
from such activities. Violators may be sued by investors
seeking to recover damages for xxxxxxx xxxxxxx violations. In
addition, violations by an employee of SEI may expose SEI to
liability. SEI views seriously any violation of this Policy,
even if the conduct does not, by itself, constitute a
violation of the federal securities laws. Violations of this
Policy constitute grounds for disciplinary sanctions,
including dismissal.
23
DECEMBER 2001
SEI INVESTMENTS COMPANY
CODE OF ETHICS AND XXXXXXX XXXXXXX POLICY EXHIBITS
EXHIBIT 1 PRE-CLEARANCE REQUEST FORM
EXHIBIT 2 ACCOUNT OPENING LETTERS TO BROKERS/DEALERS
EXHIBIT 3 INITIAL HOLDINGS REPORT
EXHIBIT 4 QUARTERLY TRANSACTION REPORT
EXHIBIT 5 ANNUAL SECURITIES HOLDINGS REPORT
EXHIBIT 6 ANNUAL COMPLIANCE CERTIFICATION
24
DECEMBER 2001
--------------------------------------------------------------------------------
EXHIBIT 1
--------------------------------------------------------------------------------
25
DECEMBER 2001
--------------------------------------------------------------------------------
PRECLEARANCE REQUEST FORM
--------------------------------------------------------------------------------
Name: Date:
Ext #: Title/Position:
--------------------------------------------------------------------------------
TRANSACTION DETAIL: I REQUEST PRIOR WRITTEN APPROVAL TO EXECUTE THE FOLLOWING
TRADE:
--------------------------------------------------------------------------------
Buy: [] Sell: [] Security Name: Security type:
No. of Shares: Price: If sale, date acquired:
Held in an SEI Portfolio: Yes [] No [] If yes, provide: (a) the Portfolio's
name:
(b) the date Portfolio bought or sold the security:
Initial Public Offering: Private Placement:
Yes [] No [] Yes [] No []
--------------------------------------------------------------------------------
DISCLOSURE STATEMENTS
--------------------------------------------------------------------------------
I hereby represent that, to the best of my knowledge, neither I nor the
registered account holder: (1) have knowledge of a possible or pending purchase
or sale of the above security in any of the portfolios for which SEI acts as an
investment adviser, distributor, administrator, or for which SEI oversees the
performance of one or more it sub-advisers; (2) is in possession of any material
nonpublic information concerning the security to which this request relates; and
(3) is engaging in any manipulative or deceptive trading activity.
I acknowledge that if the Compliance Officer to whom I submit this written
request determines that the above trade would contravene SEI Investments
Company's Code of Ethics and Xxxxxxx Xxxxxxx Policy ("the Policy"), the
Compliance Officer in his or her sole discretion has the right not to approve
the trade, and I undertake to abide by his or her decision.
I acknowledge that this authorization is valid for a period of three (3)
business days.
--------------------------------------------------------------------------------
Signature: Date:
--------------------------------------------------------------------------------
COMPLIANCE OFFICER'S USE ONLY
--------------------------------------------------------------------------------
Approved: [] Disapproved: [] Date:
By: Comments:
Transaction Report Received: Yes [] No []
--------------------------------------------------------------------------------
NOTE: This preclearance will lapse at the end of the day on , 20 . If
you decide not to effect the trade, please notify the Compliance Department or
designated Compliance Officer immediately.
26
DECEMBER 2001
--------------------------------------------------------------------------------
EXHIBIT 2
--------------------------------------------------------------------------------
27
DECEMBER 2001
Date:
Your Broker
street address
city, state zip code
Re: Your Name
your S.S. number or account number
Dear Sir or Madam:
Please be advised that I am an employee of SEI Investments Distribution, Co., a
registered broker/dealer an/or SEI Investments Management Corporation, a
registered investment adviser. Please send DUPLICATE STATEMENTS ONLY of this
brokerage account to the attention of:
SEI Investments Company
Attn: The Compliance Department
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
This request is made pursuant to SEI's Code of Ethics and Xxxxxxx Xxxxxxx Policy
and Rule 3050 of the NASD's Code of Conduct.
Thank you for your cooperation.
Sincerely,
Your name
28
DECEMBER 2001
Date:
[Address]
Re: Employee Name
Account #
SS#
Dear Sir or Madam:
Please be advised that the above referenced person is an employee of SEI
Investments Distribution, Co., a registered broker/dealer and/or SEI Investments
Management Corporation, a registered investment adviser. We grant permission for
him/her to open a brokerage account with your firm and request that you send
DUPLICATE STATEMENTS ONLY of this employee's brokerage account to:
SEI Investments Company
Attn: The Compliance Department
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
This request is made pursuant to SEI's Code of Ethics and Xxxxxxx Xxxxxxx Policy
and Rule 3050 of the NASD's Code of Conduct.
Thank you for your cooperation.
Sincerely,
Xxxxxxxx X. Xxxxxx
Compliance Officer
29
DECEMBER 2001
--------------------------------------------------------------------------------
EXHIBIT 3
--------------------------------------------------------------------------------
30
DECEMBER 2001
SEI INVESTMENTS COMPANY
INITIAL HOLDINGS REPORT
Name of Reporting Person:___________________________________________
Date Person Became Subject to the Code's Reporting Requirements:__________
Information in Report Dated as of: _____________________________________
Date Report Due: __________________________________________________
Date Report Submitted: _____________________________________________
SECURITIES HOLDINGS
--------------------------------------------------------------------------------------------------------------------
Name of Issuer and Title of Security No. of Shares (if applicable) Principal Amount, Maturity Date and
Interest Rate (if applicable)
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
If you have no securities holdings to report, please check here. []
SECURITIES ACCOUNTS
--------------------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Name(s) on and Type of Account
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
If you have no securities accounts to report, please check here. []
I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES TRANSACTIONS AND
ACCOUNTS REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.
Signature: ____________________ Date: ________
Received by: __________________
31
DECEMBER 2001
--------------------------------------------------------------------------------
EXHIBIT 4
--------------------------------------------------------------------------------
32
DECEMBER 2001
SEI INVESTMENTS COMPANY
QUARTERLY TRANSACTION REPORT
TRANSACTION RECORD OF SECURITIES DIRECTLY OR INDIRECTLY BENEFICIALLY OWNED
FOR THE QUARTER ENDED _____________
NAME:______________________________________
SUBMISSION DATE:_____________________________
SECURITIES TRANSACTIONS
------------------------------------------------------------------------------------------------------------------------------------
Date of Transaction Name of Issuer and No. of Shares Principal Amount, Type of Transaction Price Name of Broker,
Title of Security (if applicable) Maturity Date and Dealer or Bank
Interest Rate (if Effecting Transaction
applicable)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
If you had no reportable transactions during the quarter, please check here. []
SECURITIES ACCOUNTS
If you established an account within the quarter, please provide the following
information:
-------------------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Date Account was Established Name(s) on and Type of Account
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
If you did not establish a securities account during the quarter, please check
here. []
33
DECEMBER 2001
This report is required of all officers, directors and certain other persons
under Section 204 of the Investment Advisers Act of 1940 and Rule 17j-1 of the
Investment Company Act of 1940 and is subject to examination. Transactions in
direct obligations of the U.S. Government need not be reported. In addition,
persons need not report transactions in bankers' acceptances, certificates of
deposit, commercial paper or open-end investment companies. THE REPORT MUST BE
RETURNED WITHIN 10 DAYS OF THE APPLICABLE CALENDAR QUARTER END. The reporting of
transactions on this record shall not be construed as an admission that the
reporting person has any direct or indirect beneficial ownership in the security
listed.
By signing this document, I represent that all reported transactions were
pre-cleared through the Compliance Department or the designated Compliance
Officer in compliance with the SEI Investments Company Code of Ethics and
Xxxxxxx Xxxxxxx Policy. In addition, I certify that I have included on this
report all securities transactions and accounts required to be reported pursuant
to the Policy.
Signature:__________________________
Received by: _______________________
34
DECEMBER 2001
--------------------------------------------------------------------------------
EXHIBIT 5
--------------------------------------------------------------------------------
35
DECEMBER 2001
SEI INVESTMENTS COMPANY
ANNUAL SECURITIES HOLDINGS REPORT
AS OF DECEMBER 31, ____
NAME OF REPORTING PERSON: __________________
SECURITIES HOLDINGS
------------------------------------------------------------------------------------------------------------------------------------
Name of Issuer and Title of Security No. of Shares (if applicable) Principal Amount, Maturity Date and
Interest Rate (if applicable)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
If you had no securities holding to report this year, please check here. []
SECURITIES ACCOUNTS
------------------------------------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Date Account was Established Name(s) on and Type of Account
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
If you have no securities accounts to report this year, please check here. []
I certify that the above list is an accurate and complete listing of all
securities in which I have a direct or indirect beneficial interest.
------------------------ -------------------------
Signature Received by
---------
Date
Note: DO NOT report holdings of U.S. Government securities, bankers'
acceptances, certificates of deposit, commercial paper and mutual funds.
36
DECEMBER 2001
--------------------------------------------------------------------------------
EXHIBIT 6
--------------------------------------------------------------------------------
37
DECEMBER 2001
SEI INVESTMENTS COMPANY
CODE OF ETHICS
ANNUAL COMPLIANCE CERTIFICATION
(MUST BE COMPLETED BY ALL SEI EMPLOYEES)
PLEASE RETURN THE SIGNED FORM VIA EMAIL TO "2002 CODE OF
ETHICS" OR INTEROFFICE THE FORM TO XXXXXXXX XXXXXX,
SEI COMPLIANCE TEAM.
1. I hereby acknowledge receipt of a copy of the Code of Ethics and Xxxxxxx
Xxxxxxx Policy.
2. I have read and understand the Code of Ethics and Xxxxxxx Xxxxxxx Policy
and recognize that I am subject thereto.
3. I hereby declare that I have complied with the terms of the Code of Ethics
and Xxxxxxx Xxxxxxx Policy.
Print Name: ______________________
Signature: _______________________
Date:_________
Received by: ________________
38
DECEMBER 2001
