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[LOGO UBS BRINSON] Exhibit List
P(4)
INTEGRITY POLICY
EFFECTIVE FEBRUARY 4, 2000
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UBS BRINSON INTEGRITY POLICY
TABLE OF CONTENTS
<TABLE>
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I. General.................................................................................................3
II. Investments.............................................................................................4
A. General........................................................................................4
B. Improper Conduct...............................................................................4
C. Definition of Security.........................................................................5
D. Personal Securities Trading Procedures.........................................................5
E. Initial Public Offerings.......................................................................6
F. Short Term Trading.............................................................................6
G. Frequency......................................................................................7
H. Disclosure of Personal Interest................................................................7
I. Securities Transaction Reports.................................................................7
III. Disclosure or Use of Confidential Information...........................................................7
A. General........................................................................................7
B. Insider Trading Policy.........................................................................8
C. Material Inside Information....................................................................8
D. Disclosure.....................................................................................8
E. Procedures for Safeguarding Confidential Information...........................................9
IV. Personal and Business Conduct...........................................................................9
A. Use of Proper Accounting Procedures............................................................9
B. Individual Expense Guidelines..................................................................9
C. Gifts and Bequests............................................................................10
D. Use of UBS Brinson Assets.....................................................................10
E. Dealing with Suppliers........................................................................11
F. Use of UBS Brinson Intellectual Property and Proprietary Information..........................11
G. Candor Among Employees........................................................................11
V. Outside Activities.....................................................................................11
A. General.......................................................................................11
B. Reporting of Business Interests and Governmental Positions....................................12
VI. Observance of Laws.....................................................................................12
A. General.......................................................................................12
B. Industry Regulators...........................................................................13
VII. Individual Compliance..................................................................................13
VIII. AIMR Code of Ethics and Standards of Professional Conduct..............................................14
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UBS BRINSON INTEGRITY POLICY
I. GENERAL
UBS Brinson(1) has many important assets. Perhaps the most valuable is
its established and unquestioned reputation for integrity. Preserving
this integrity demands the continuing alertness of every employee. Each
employee must avoid any activity or relationship that may reflect
unfavorably on UBS Brinson as a result of a possible conflict of
interest, the appearance of such a conflict, the improper use of
confidential information or the appearance of any impropriety.
Although no written code can take the place of personal integrity, the
following, in addition to common sense and sound judgment, should serve
as a guide to the minimum standards of proper conduct. Any conduct that
violates this policy statement is never acceptable and always
constitutes an activity beyond the scope of the employee's legitimate
employment.
This policy statement is drafted broadly and represents UBS Brinson's
effort not only to meet but also to exceed the requirements of law and
industry practice in a manner consistent with UBS Brinson's high
standard of business conduct.
The Integrity Policy is designed to ensure, among other things, that
all employees conduct their personal securities transactions in keeping
with the following principles:
- The interests of UBS Brinson's clients should be placed first
and foremost;
- All employees should conduct their personal investment
activity in a manner consistent with the law and this
Integrity Policy and in such a manner as to avoid any actual
or potential conflict of interest or any abuse of an
employee's position of trust and responsibility; and
- Employees should not take inappropriate advantage of their
positions.
Attached is a copy of the "Code of Ethics and Standards of Professional
Conduct" issued by the Association for Investment Management and
Research, the terms of which are incorporated within this Integrity
Policy by reference. Local guidelines issued by regulatory agencies or
industry associations that govern conduct of investment professionals
must be followed and are incorporated in this Integrity Policy by
reference. In addition, other policies and practices may be in place in
various locations that govern employee conduct. This policy should be
followed in conjunction with any such guidelines.
In addition to the specific prohibitions on certain personal securities
transactions as set forth herein, this Integrity Policy prohibits all
employees from:
(a) Employing any device, scheme or artifice to defraud any client or
prospective client;
(b) Making to any client or prospective client any untrue statement of
a material fact or failing to state to such client or prospective
client a material fact necessary to make the statements made, in
light of the circumstances under which they are made, not
misleading;
(c) Engaging in any act, practice or course of business that operates
or would operate as a fraud or deceit upon any client or any
prospective client;
(d) Engaging in any fraudulent, deceptive or manipulative act,
practice or course of business with respect to any client or any
prospective client;
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(1) In this Policy " UBS Brinson" refers to the UBS Brinson/Brinson
Partners Inc. business unit of the UBS Asset Management Division of UBS
AG. The term "employees" refers to all members of the staff of UBS
Brinson.
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(e) Revealing to any other person (except in the normal course of
his or her duties on behalf of a client) any information
regarding investments of or transactions by any client or the
consideration by any client or UBS Brinson of any securities
transactions; or
(f) Misrepresentation of official or functional position to any
other person.
An employee who has any question about the application of this
Integrity Policy in a particular instance should immediately consult
the applicable UBS Brinson compliance officer. Any violation of these
policies may subject the employee involved to disciplinary action,
including dismissal and possible civil or criminal penalties. In the
case of certain employee activities and circumstances, more specific
policies and regulations may apply.
All employees shall comply with this policy statement in addition to
any local integrity policy that applies to an employee's conduct. This
Integrity Policy applies to all employees of UBS Brinson. For purposes
of this Integrity Policy, the term "employees" includes all consultants
on long-term contracts (defined as in excess of 3 months) who work for
UBS Brinson and who have access to client or investment information.
II. INVESTMENTS
A. GENERAL
Unless approved by UBS Brinson Compliance, no employee should make
or maintain investments or enter into any transactions, directly
or indirectly, which will create or give the appearance of
creating conflicts of interest between the employee and UBS
Brinson and any client or supplier. In addition to investments for
an employee's personal account, this policy covers any investments
financed by an employee and any investments over which an employee
exercises discretion or has direct, indirect, or shared influence
or control, including: (1) assets held in partnership, (2) UBS
Brinson accounts, (3) investment clubs or any other joint trading
arrangement, (4) investments by the employee's immediate family
sharing the same household (child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, and shall include adoptive relationships), and (5)
other similar arrangements. No employee may have another person do
something on his or her behalf that the employee could not have
properly done personally.
It is expected that employees of UBS Brinson shall maintain all
personal investment account relationships with UBS AG or a
subsidiary of UBS AG if, at the location at which the employee
works, UBS AG or its subsidiaries offers such service. At
locations where UBS AG or its subsidiaries do not offer such
service, the employee may utilize a third party for his/her
personal investment accounts, but must report the relationship to
UBS Brinson Compliance. Exceptions must be pre-approved by UBS
Brinson Compliance. A listing of any non-UBS AG provider accounts
and, where applicable, a statement of holdings, must be submitted
annually to UBS Brinson Compliance.
B. IMPROPER CONDUCT
It is not possible to enumerate all the circumstances where
potential actions or inactions may be contrary to this Integrity
Policy; however, the following list and your common sense and
sound judgment should serve as a guide for your conduct. It would
be improper for an employee:
1. to make or maintain an investment in the securities of a
company that the employee knows or should know is being
financed by UBS Brinson, unless the securities of the
company have a broad public market and are registered on a
national securities exchange or traded in over-the-counter
markets;
2. to permit any third party to arrange an investment for the
account of the employee or to participate in investments
arranged, sponsored or participated in by another under
circumstances that might create, or give the appearance of
creating, a conflict of interest;
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3. to make or maintain an investment in any corporation or
business with which UBS Brinson has business relationships
if the investment is of such a character (whether because of
the size or value of the investment or for any other reason)
as might create, or give the appearance of creating a
conflict of interest;
4. to participate in an initial public offering of any
securities of any company, unless such offering is approved
by UBS Brinson Compliance, which will review the nature of
the offer to ensure that there is no actual or perceived
conflict of interest;
5. to enter into a security transaction when the employee knows
or should know that such action will anticipate, parallel or
counter any securities transaction of UBS Brinson, whether
UBS Brinson is acting for itself or in a fiduciary capacity
(this would not apply to exchange traded futures contracts);
6. to enter into a security transaction, without the prior
approval of UBS Brinson Compliance or its authorized
delegates;
7. to enter into a net short position with respect to any
security held by UBS Brinson individually or in its
fiduciary capacity (this would not apply to exchange-traded
futures contracts);
8. to enter into any derivative transaction when a direct
transaction in the underlying security would violate this
policy;
9. to engage in any self-dealing or other transactions
benefiting the employee at the expense of UBS Brinson or its
clients, and
10. to engage in personal trading that is out of proportion with
the employee's personal assets or that might result in
financial hardship or dereliction of duty to clients or UBS
Brinson.
C. DEFINITION OF SECURITY
For purposes of this policy, a "security" means any interest or
instrument commonly known as a security, whether in the nature of
debt or equity, including any stock, bond, note, debenture,
evidence of indebtedness or any participation in or right to
subscribe to or purchase any such interest or instrument. For
purposes of this Policy, the term, "security" includes commodity
transactions, puts, calls, futures, futures contracts and margin
account transactions, but does not include: (1) a deposit or share
account in a banking institution, (2) a loan participation, (3) a
letter of credit or other form of bank indebtedness incurred in
the ordinary course of business, (4) currency, (5) any note,
draft, bill of exchange or bankers acceptance which has a maturity
at the time of issuance not in excess of nine months, exclusive of
days of grace, or any renewal thereof the maturity of which is
likewise limited, (6) units of a collective investment fund, (7)
interests in a variable amount (master note) (8) direct
obligations of any government or (9) units of open-end, registered
investment companies.
D. PERSONAL SECURITIES TRADING PROCEDURES
Employees may not purchase or sell a prohibited security or enter
into any derivative transactions with respect to a prohibited
security. Prohibited securities include those of any company with
which UBS Brinson or an employee has a special relationship and/or
about which UBS Brinson or an employee has confidential
information as defined below.
Employees are required to obtain approval from UBS Brinson
Compliance or its authorized delegates prior to purchasing or
selling any security, or engaging in a derivative transaction
based on such a security. It is improper for an employee to enter
into any transactions with respect to a security on any day UBS
Brinson has traded, has an open order pending, or anticipates
trading such security on behalf of itself or clients. All private
placements must be approved for purchase or
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sale by UBS Brinson Compliance. In circumstances where an employee
knows or should know that UBS Brinson is actively considering
trading a security, the employee may not transact for his/her
personal account.
Research analysts are prohibited from purchasing or selling any
security, or derivatives of such security, that is covered by the
research analyst unless prior approval has been obtained from the
Director of Research and from UBS Brinson Compliance. Research
analysts are not permitted to effect personal transactions in
securities they cover that are contrary to their recommendations.
Violation of these procedures will result in disgorgement of
profits realized on improper trades as well as imposition of
appropriate disciplinary action or sanctions.
E. INITIAL PUBLIC OFFERINGS
In general, employees will not be permitted to participate in the
initial public offering of any company. Employees must seek the
approval of UBS Brinson Compliance to participate in an initial
public offering of any securities of any company.
Approval may be granted for the privatisation or demutualization
of a major organization which actively encourages participation by
the community as a whole. All initial public offerings will be
viewed on a case by case basis taking into account any actual or
perceived impediment to clients' portfolios.
If an employee is offered an initial public offering, the employee
is required to seek approval from UBS Brinson Compliance which
will review the nature of the offer relating to any potential
conflicts of interest.
F. SHORT-TERM TRADING
It is UBS Brinson's policy to discourage short term trading.
Employees must hold securities for a minimum of 30 calendar days,
unless the holding has experienced a loss greater than or equal to
10% of the capital invested in the security. Forward trades may
only be entered into if they have a duration of 7 calendar days or
more. Exchange traded futures or options contracts on a currency,
a broadly based index, interest rates, or other broadly based
index-like products must be held for a minimum of 7 calendar days.
This policy applies to trading in all types of securities and
instruments, except where in a particular case UBS Brinson
Compliance has made a specific finding of hardship and no issue of
abuse or conflict is presented (for example, when an employee's
request to sell a security which was purchased within 30 days
prior to the request is prompted by a major corporate or market
event, such as a tender offer, and the security is not held in
client accounts).
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G. FREQUENCY
Employees should not trade more than would be reasonable for an
active portfolio management account and are not permitted more
than 20 transactions per month.
H. DISCLOSURE OF PERSONAL INTEREST
All investment personnel must disclose to their functional head
any position in a security held in their personal portfolio before
participating in investment research or making an investment
decision for a client account regarding that security or an
equivalent or related security. The functional head will determine
if the investment decision should be reviewed by investment
personnel with no personal interest in the issuer.
I. SECURITIES TRANSACTIONS REPORTS
All employees are required to file quarterly a report of security
investment transactions in accordance with this Integrity Policy.
The disclosure statement for each calendar quarter must be filed
no later than 10 days after the end of the calendar quarter. The
quarterly report must be filed even if there were no transactions
during the quarter. If there were no reportable security
transactions, the quarterly report should be so noted. In
addition, all employees must send a written communication to every
broker/dealer with whom they trade instructing the broker to
forward to the designated UBS Brinson Compliance Officer duplicate
trade confirmations for all trades of securities made by that
employee. The designated UBS Brinson Compliance Officer should
receive a copy of all such written communications sent to
broker/dealers.
To simplify reporting, it will not be necessary to report (1) the
purchase or sale of a fractional share, (2) the purchase of shares
with the current dividend under an automatic dividend reinvestment
plan, (3) transactions in UBS stock when using UBS as an executing
broker.
III. DISCLOSURE OR USE OF CONFIDENTIAL INFORMATION
A. GENERAL
The nature of UBS Brinson's business is such that employees may be
in possession of confidential, proprietary or market-sensitive
information, including material non-public information. All
employees have an obligation to respect and protect the
confidential nature of relationships with and information about
former, present and prospective clients, portfolio companies and
suppliers of UBS Brinson. Any such information that is acquired by
employees in the course of UBS Brinson's business must be kept
confidential and may be used solely for proper purposes of UBS
Brinson. Under no circumstances shall an employee disclose such
information to unauthorized persons or use or assist others in
using confidential information for personal gain. A person is not
an authorized individual simply because that person is an employee
of UBS Brinson.
In addition to information concerning other companies or persons,
confidential information about UBS Brinson or its employees should
not be disclosed to outside persons or to employees who have no
reasonable need for such information in the course of their
duties, nor should any employee use or assist others in using
confidential information for personal gain or any other reason.
This principle applies, among other matters, to investment policy
and strategy, trade secrets, pricing information (especially
non-public fee schedules), internal policies and financial status.
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B. INSIDER TRADING POLICY
UBS Brinson prohibits any employee from trading, either personally
or on behalf of others (including any funds and private accounts
managed by UBS Brinson), on confidential information and prohibits
communication or dissemination of confidential information to
others in violation of the law. UBS Brinson's policy applies to
every employee and extends to activities within and outside their
duties at UBS Brinson.
It is particularly important that employees not disclose
confidential information to unauthorized persons, or use such
information for personal gain. Any employee of UBS Brinson who
engages in securities transactions while in possession of
confidential information relating to the securities in question,
or who discloses such information to others (including relatives
and friends) who trade in such securities, subjects himself or
herself to severe legal sanctions including the possibility of
dismissal, fines and imprisonment.
If an employee has any question regarding the confidentiality of
information, the employee should convey the particulars of such
information to, and confer with, UBS Brinson Compliance.
C. MATERIAL INSIDE INFORMATION
The term "material inside information" is not subject to being
precisely defined. Generally, information is considered to be
"inside" or "non-public" information if it has not been publicly
disclosed. Information about a company should be deemed to be
inside information if it is not generally known to the
marketplace. Information considered to be "material" is any
information about a company which, if disclosed, is likely to
affect the market price of the company's securities or to be
considered important by a reasonable investor in deciding whether
or not to trade in those securities. Information should be
presumed "material" if it relates to matters such as dividend
changes, earnings estimates by the company, changes in the
company's previously released earnings estimates, significant
calls for redemption of outstanding securities, financing,
significant developments in relationships with clients, suppliers,
lenders and key personnel, significant new products or
discoveries, major litigation by or against the company, liquidity
or solvency problems, extraordinary management developments,
significant merger or acquisition proposals, or other similar
major events. It includes all information with respect to a
company or its securities that is not publicly available and might
reasonably be expected to have an effect on the market price of
the company's securities.
While the mere possession of material inside information is not a
violation of securities laws, the improper use of such information
can result in both civil and criminal liability. The duty to
preserve the confidentiality of material non-public information
arises from the anti-fraud provisions of securities laws. Among
other penalties, these laws may provide for the imposition of
criminal and civil sanctions, including fines and imprisonment.
D. DISCLOSURE
This policy prohibits UBS Brinson employees from disclosing
confidential information to anyone outside UBS Brinson, including
friends and relatives, and from using such information for
personal gain. Generally, however, such information may be
disclosed to legal counsel, accountants and advisors to UBS
Brinson who need to know such information and to the extent
disclosure is required by law.
Otherwise, only after there is a full public disclosure of
information by a company, usually by means of an announcement to
the press, is a person who had access to or knew about the
information relieved of the requirement of keeping it strictly to
him or herself. Correspondingly, no trade or recommendation of any
trade in a company's securities can be made on the basis of such
information until the company has made a public announcement or
the information is known generally to the marketplace.
E. PROCEDURES FOR SAFEGUARDING CONFIDENTIAL INFORMATION
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To ensure that any confidential information that comes to UBS
Brinson in the course of its business is kept confidential, each
employee of UBS Brinson is expected to adhere to the following
policies:
1. Employees should not discuss with or disclose to any family
member or other non-employee any confidential information or
non-public information about any company, whether the company
is a portfolio company or one about which UBS Brinson may have
information because of a special transaction or relationship;
2. Employees should treat as confidential all non-public
documents and materials, whether generated by a portfolio
company, a company UBS Brinson is investigating, UBS Brinson
itself, a UBS Brinson venture partnership or another entity
with a special relationship to UBS Brinson. Non-public
documents should be placed in files overnight and not left
unattended on top of desks, in conference rooms or any work
space if they might be seen by visitors to the office;
3. Employees should not permit visitors to walk through the
offices unattended or to make use of unoccupied offices which
may contain non-public information. All visitors who wish to
work in UBS Brinson's offices or to make telephone calls
should be directed to the reception area or an unoccupied
conference room;
4. Employees should not discuss confidential matters in
elevators, airports, restaurants, public transportation or
other places where people outside UBS Brinson are present.
Similarly, papers relating to confidential matters should not
be displayed in the elevators or other public places;
5. Employees should hold telephone conversations regarding
confidential matters privately and;
6. Before trading, employees should think about whether they may
have confidential information relative to the securities under
consideration. If an employee believes that he or she may have
confidential information, the employee should not purchase or
sell the securities in questions. Further, the employee should
not communicate the information inside or outside UBS Brinson
(other than as permitted above) and should immediately contact
the UBS Brinson Compliance Officer or the UBS Brinson Chief
Operating Officer, who will review the issue and determine
whether trades may be made and information may be
communicated.
IV. PERSONAL AND BUSINESS CONDUCT
A. USE OF PROPER ACCOUNTING PROCEDURES
All financial transactions engaged in by UBS Brinson for itself or
its clients shall be recorded immediately, completely and
accurately. The knowing entry of false or inaccurate information
in UBS Brinson's accounting and corporate records or any attempt
to circumvent UBS Brinson's internal accounting controls shall be
a violation of this Integrity Policy. All assets, liabilities,
revenues and expenses shall be properly recorded in the books of
UBS Brinson so as not to conceal any act that might violate the
Integrity Policy.
B. INDIVIDUAL EXPENSE GUIDELINES
Each employee is expected to be familiar with and to comply with
guidelines established to govern the circumstances in which
employees are entitled to have individual expenses paid for by UBS
Brinson. In general terms, such expenses are limited to those
incurred in the course of developing and maintaining beneficial
business relationships. All such expenses must be documented.
Entertainment of government officials requires analysis of and
sensitivity to a number of legal prohibitions and, accordingly,
should be cleared with UBS Brinson Compliance.
C. GIFTS AND BEQUESTS
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To avoid even an unwarranted suspicion of impropriety, it is
extremely important that no employee accept any gifts and/or
bequests if such acceptance would leave even the slightest
implication of improper influence. As a general rule, no gifts or
bequests from present or former clients or suppliers, not related
by blood or marriage, may be accepted. If the circumstances
surrounding a particular gift or bequest are such that its
rejection or return might cause embarrassment or be in bad taste,
or if an employee is otherwise in doubt as to the propriety of
accepting a gift or bequest, the employee should report the gift
or bequest and its estimated value in writing to UBS Brinson
Compliance, which will either approve or disapprove its acceptance
or retention by the employee.
It is important to note that employees are not permitted to borrow
from clients or suppliers, except those who engage in lending in
the usual course of their business and then only on terms offered
to others in similar circumstances, without special treatment as
to interest rates, terms, security, repayment terms and the like.
This prohibition does not preclude borrowing from anyone related
to the employee by blood or marriage.
D. USE OF UBS BRINSON ASSETS
UBS Brinson provides workstations, telephones, personal computers
and other equipment to assist employees in the performance of
their work. While limited personal use may be made of these
assets, such use must not interfere with UBS Brinson's business
and the privilege for such use may be terminated at any time. Use
of personal computers (including use on the Internet, intranet and
for e-mail) and telephones may be subject to monitoring for
security, supervisory and/or network management reasons. Employees
should not have any expectation of privacy for their Internet,
e-mail or other personal computer usage.
The use of any employment-related tools (including computer
hardware, software and telephone systems) for other than
legitimate business activities is prohibited. Further, each
employee is obligated to use proper care to prevent unauthorized
access to UBS Brinson's data, the introduction of any computer
related virus or any breach of secured information lines.
Employees must not:
- Visit Internet sites that contain obscene, lewd, hateful or
other objectionable materials; send or receive material
that is obscene or defamatory or which is intended to
annoy, harass or intimidate another person;
- Use personal computers or telephones for any illegal
purpose;
- Represent personal opinions as those of UBS Brinson;
- Upload, download or otherwise transmit or receive
commercial software or any copyrighted materials belonging
to parties outside of UBS Brinson or UBS Brinson itself;
- Reveal or publicize confidential or propriety information,
which includes, but is not limited to: financial
information, new business and product ideas, marketing
strategies and plans, databases and the information
contained therein, client lists, computer software source
codes, computer/network access codes and business
relationships; and,
- Examine, change or use another person's files, output or
user name for which they do not have explicit
authorization.
E. DEALING WITH SUPPLIERS
Employees should award orders, contracts and commitments to
suppliers of goods and services only after a fair and impartial
evaluation of all relevant information has been completed. No
employee shall accept any bribe, "kick-back" or similar
consideration from a supplier or potential supplier, nor deal with
a supplier solely on the basis of family
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relationship, friendship or similar considerations (direct or
indirect ownership or financial relationship). Although a family
or other personal or financial relationship will not necessarily
preclude UBS Brinson from conducting business with a particular
supplier, all such relationships must be clearly identified by an
employee, to the extent known, to his/her supervisor prior to the
awarding of a supplier contract.
F. USE OF UBS BRINSON INTELLECTUAL PROPERTY AND PROPRIETARY
INFORMATION
Employees must not use UBS Brinson's intellectual property or
proprietary information such as trade secrets, inventions,
software applications, product plans, business systems and
procedures, manuals and other business data for personal gain. UBS
Brinson's intellectual and proprietary information belongs to UBS
Brinson and shall be kept confidential. Employees shall not,
either during or after their employment, disclose any such
information to the public or to any third party unless and until
such time as the information becomes publicly available.
Particular care should be taken when using electronic mail
(e-mail) and the Internet. These forms of communication are not
guaranteed to be private and they should not be used for
transmitting or receiving confidential information unless adequate
precautions are taken.
G. CANDOR AMONG EMPLOYEES
Management must be promptly informed at all times of matters which
might adversely affect the operation or reputation of UBS Brinson,
regardless of the source of such information.
Moreover, complete candor is essential in dealing with UBS
Brinson's independent and internal auditors, investigators,
attorneys and regulatory authorities. It is UBS Brinson policy
that such communications will be treated confidentially, to the
extent possible, and that retaliatory action should not be taken
against employees providing such information in good faith.
V. OUTSIDE ACTIVITIES
A. GENERAL
Employees owe their primary duty of loyalty to UBS Brinson and its
clients. Unless approved by UBS Brinson Compliance, no employee
may engage in any outside activity, including the conduct of
another business or acceptance of employment with another business
firm, that may interfere with the employee's duties to UBS
Brinson, may reflect adversely on UBS Brinson, or may raise
actual, potential or perceived conflict of interest issues.
Except as specifically approved by UBS Brinson Compliance, any
compensation received for services as a director, or the
equivalent of a director, of an entity in which UBS Brinson in its
individual or fiduciary capacity has an equity interest shall be
paid over to UBS Brinson, its clients or charity, as appropriate.
UBS Brinson is interested in good government and the sponsorship
of nonprofit activities in our society, and wishes to encourage
such participation by employees to the extent it does not reduce
effectiveness in performing duties on behalf of UBS Brinson,
reflect adversely on UBS Brinson, or generate a potential conflict
of interest. If there are any questions regarding participation in
any such activity that does not meet these standards, no action
should be taken without the proper approval of UBS Brinson
Compliance.
Employees who serve as directors or trustees of nonprofit
organizations must report that involvement to UBS Brinson
Compliance. Any request for UBS Brinson's involvement with
nonprofit organizations should be referred to UBS Brinson
Compliance.
B. REPORTING OF BUSINESS INTERESTS AND GOVERNMENTAL POSITIONS
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Each employee is required to maintain on file with UBS Brinson
Compliance current information with respect to the employee's
Reportable Business Interests and Reportable Governmental
Positions. This information is to be reported by the filing of an
Employee Affirmation and Affiliation Statement not less often than
annually by each employee. All employees are required to file an
amended statement promptly upon obtaining or disposing of a
Reportable Business Interest or assuming or relinquishing a
Reportable Government Position.
An employee is deemed to have a "Reportable Business Interest" as
to each corporation, association, partnership, firm, business
trust, sole proprietorship or other business entity (other than
UBS Brinson) with respect to which:
1. Such employee together with his/her spouse and minor children
(i) own (whether legally, equitably or otherwise) in the
aggregate 10 percent or more of an equity interest in such
entity (or, in the case of a corporation, 10 percent or more
of the total outstanding shares of any class of stock), or
(ii) hold, in the aggregate, indebtedness of such entity which
equals or exceeds 5 percent of such entity's outstanding debt;
2. Such employee has the power to direct, or cause the direction
of, the management or policies of such entity, whether through the
ownership of securities, by contract, by intercompany
relationships, or otherwise; or
3. Such employee or spouse or minor child holds any of the
following positions in such entity: (i) officer, director, trustee
or general partner; or (ii) employee, beneficiary, participant or
associate with managerial or policy-making responsibilities.
An employee is deemed to have a "Reportable Governmental
Position" in each national, local or other government entity
where the employee serves as a director, agent, employee,
officer, trustee or member of any governing body or committee.
VI. OBSERVANCE OF LAWS
A. GENERAL
Each employee has an obligation not to take any action that might
result in a violation of law in any jurisdiction in which UBS
Brinson does business. If there should be any question as to the
legality of any action to be taken in the name, or on behalf, of
UBS Brinson, such action should not be taken without the prior
approval of UBS Brinson Compliance.
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B. INDUSTRY REGULATORS
It is UBS Brinson's policy to cooperate with investigators seeking
information concerning UBS Brinson operations. At the same time,
UBS Brinson is entitled to all the safeguards provided by law for
the benefit of persons under investigation.
The financial services industry is highly regulated, so there is
often a need for contact with the regulators. If an employee is
contacted by a regulator or investigator by telephone, letter or
home or office visit, the employee may not, under any
circumstances, engage in any discussion or take any other action
in response to the contact prior to notifying UBS Brinson
Compliance. Outside regulators and investigators should be given
access to UBS Brinson records and personnel only by UBS Brinson
Compliance.
VII. INDIVIDUAL COMPLIANCE
The Integrity Policy sets forth a standard of conduct required of all
employees of UBS Brinson, regardless of position. UBS Brinson's
management shall monitor and report any violations of this Integrity
Policy. Any employee who is aware of a suspected violation of this
Integrity Policy by other employees, including management, should
immediately report this information to UBS Brinson Compliance.
This Integrity Policy is designed to foster a working environment in
which employees will be conscious of their obligation to avoid any
actions that could cause embarrassment to themselves or UBS Brinson by
virtue of any actual or seeming conflict of interest or improper
influence. No employee can be expected to know the identity of every
client, portfolio company and supplier of UBS Brinson. However, if
there is cause for an employee to believe that he or she may be dealing
with a client, portfolio company or supplier in a transaction described
herein, it is that employee's obligation to make an appropriate inquiry
to ascertain whether that is the circumstance.
Failure to comply with the Integrity Policy or refusal to sign the
Employee Affirmation and Affiliation Statement is considered a major
infraction of our personnel policies, which can result in termination
of employment, in addition to other potential sanctions, including
criminal and civil prosecution.
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[LOGO AIMR] ASSOCIATION FOR INVESTMENT MANAGEMENT AND RESEARCH
CODE OF ETHICS AND STANDARDS OF PROFESSIONAL CONDUCT
As amended and restated May, 1999
THE CODE OF ETHICS
Members of the Association for Investment Management and Research shall:
- Act with Integrity, competence, dignity, and in an ethical manner when
dealing with the public, clients, prospects, employers, employees, and
fellow members.
- Practice and encourage others to practice in a professional and ethical
manner that will reflect credit on members and their profession.
- Strive to maintain and improve their competence and the competence of
others in the profession.
- Use reasonable care and exercise independent professional judgment.
THE STANDARDS OF PROFESSIONAL CONDUCT
STANDARD I: FUNDAMENTAL RESPONSIBILITIES
Members shall:
A. Maintain knowledge of and comply with all applicable laws, rules, and
regulations (including AIMR's Code of Ethics and Standards of Professional
Conduct) of any government, government agency, regulatory organization,
licensing agency, or professional association governing the members'
professional activities.
B. Not knowingly participate or assist in any violation of such laws, rules,
or regulations.
STANDARD II: RELATIONSHIPS WITH AND RESPONSIBILITIES TO THE PROFESSION
A. USE OF PROFESSIONAL DESIGNATIONS.
1. AIMR members may reference their membership only in a dignified and
judicious manner. The use of the reference may be accompanied by an
accurate explanation of the requirements that have been met to obtain
membership in these organizations.
2. Those who have earned the right to use the Charted Financial Analyst
designations may use the marks "Chartered Financial Analyst", or
"CFA", and are encouraged to do so, but only in a proper, dignified
and judicious manner. The use of the designation may be accompanied by
an accurate explanation of the requirements that have been met to
obtain the right to use the designation.
3. Candidate in the CFA Program, as defined in the AIMR Bylaws, may
reference their participation in the CFA Program, but the reference
must clearly state that an individual is a candidate in the CFA
Program and cannot imply that the candidate has achieved any type of
partial designation.
B. PROFESSIONAL MISCONDUCT.
1. Members shall not engage in any professional conduct involving
dishonesty, fraud, deceit, or misrepresentation or commit any act that
reflects adversely on their honesty, trustworthiness, or professional
competence.
2. Members and candidates shall not engage in any conduct or commit any
act that compromises the integrity of the CFA designation or the
integrity or validity of the examinations leading to the award of the
right to use the CFA designation.
C. PROHIBITION AGAINST PLAGIARISM. Members shall not copy or use in
substantially the same form as the original, material prepared by another
without acknowledging and identifying the name of the author, publisher, or
source of such material. Members may use, without acknowledgment, factual
information published by recognized financial and statistical reporting
services or similar sources.
STANDARD III: RELATIONSHIPS WITH AND RESPONSIBILITIES TO THE EMPLOYER
A. OBLIGATION TO INFORM EMPLOYER OF CODE AND STANDARDS.
Members Shall:
1. Inform their employer in writing, through their direct supervisor, that
they are obligated to comply with the Code and Standards and are subject to
disciplinary sanctions for violations thereof.
2. Deliver a copy of the Code and Standards to their employer if the employer
does not have a copy.
B. DUTY TO EMPLOYER. Members shall not undertake any independent practice that
could result in compensation or other benefit in competition with their
employer unless they obtain written consent from both their employer and
the persons or entities for whom they undertake independent practice.
C. DISCLOSURE OF CONFLICTS TO EMPLOYER.
Members Shall:
1. Disclose to their employer all matters, including beneficial ownership of
securities or other investments, that reasonably could be expected to
interfere with their duty to their employer or ability to make unbiased and
objective recommendations.
2. Comply with any prohibitions on activities imposed by their employer if a
conflict of interest exists.
D. DISCLOSURE OF ADDITIONAL COMPENSATION ARRANGEMENTS.
Members shall disclose to their employer in writing all monetary
compensation or other benefits that they receive for their services that
are in addition to compensation or benefits conferred by a member's
employer.
E. RESPONSIBILITY OF SUPERVISORS. Members with supervisory responsibility,
authority, or the ability to influence the conduct of others shall exercise
reasonable supervision over those subject to their supervision or authority
to prevent any violation of applicable statutes, regulations, or provisions
of the Code and Standards. In so doing, members are entitled to rely on
reasonable procedures to detect and prevent such violations.
STANDARD IV: RELATIONSHIPS WITH AND RESPONSIBILITIES TO CLIENTS AND PROSPECTS
A. INVESTMENT PROCESS.
A.1 REASONABLE BASIS AND REPRESENTATIONS.
Members Shall:
a. Exercise diligence and thoroughness in making investment
recommendations or in taking investment actions.
b. Have a reasonable and adequate basis, supported by appropriate
research and investigation, for such recommendations or actions.
c. Make reasonable and diligent efforts to avoid any material
misrepresentation in any research report or investment recommendation.
d. Maintain appropriate records to support the reasonableness of such
recommendations or actions.
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A.2 RESEARCH REPORTS
Members shall:
a. Use reasonable judgment regarding the inclusion or exclusion of
relevant factors in research reports.
b. Distinguish between facts and opinions in research reports.
c. Indicate the basic characteristics of the investment involved when
preparing for public distribution a research report that is not
directly related to a specific portfolio or client.
A.3 INDEPENDENCE AND OBJECTIVITY. Members shall use reasonable care and
judgment to achieve and maintain independence and objectivity in making
investment recommendations or taking investment action.
B. INTERACTIONS WITH CLIENTS AND PROSPECTS.
B.1 FIDUCIARY DUTIES. In relationships with clients, members shall use
particular care in determining applicable fiduciary duty and shall comply
with such duty as to those persons and interests to whom the duty is owed.
Members must act for the benefit of their clients and place their clients'
interests before their own.
B.2 PORTFOLIO INVESTMENT RECOMMENDATIONS AND ACTIONS
Members Shall:
a. Make a reasonable inquiry into a client's financial situation,
investment experience, and investment objectives prior to making any
investment recommendations and shall update this information as
necessary, but no less frequently than annually, to allow the members
to adjust their investment recommendations to reflect changed
circumstances.
b. Consider the appropriateness and suitability of investment
recommendations or actions for each portfolio or client. In determining
appropriateness and suitability, members shall consider applicable
relevant factors, including the needs and circumstances of the
portfolio or client, the basic characteristics of the investment
involved, and the basic characteristics of the total portfolio. Members
shall not make a recommendation unless they reasonably determine that
the recommendation is suitable to the client's financial situation,
investment experience, and investment objectives.
c. Distinguish between facts and opinions in the presentation of
investment recommendations.
d. Disclose to clients and prospects the basic format and general
principles of the investment processes by which securities are
selected and portfolios are constructed and shall promptly disclose to
clients and prospects any changes that might significantly affect
those processes.
B.3 FAIR DEALING. Members shall deal fairly and objectively with all clients
and prospects when disseminating investment recommendations, disseminating
material changes in prior investment recommendations, and taking investment
action.
B.4 PRIORITY OF TRANSACTIONS. Transactions for clients and employers shall have
priority over transactions in securities or other investments of which a
member is the beneficial owner so that such personal transactions do not
operate adversely to their clients' or employer's interests. If members
make a recommendation regarding the purchase or sale of a security or other
investment, they shall give their clients and employer adequate opportunity
to act on their recommendation before acting on their own behalf. For
purposes of the Code and Standards, a member is a "beneficial owner" if the
member has:
a. a direct or indirect pecuniary interest in the securities;
b. the power to vote or direct the voting of the shares of the securities
or investments;
c. the power to dispose or direct the disposition of the security or
investment.
B.5 PRESERVATION OF CONFIDENTIALITY. Members shall preserve the confidentiality
of information communicated by clients, prospects, or employers concerning
matters within the scope of the client-member, prospect-member, or
employer-member relationship unless a member receives information
concerning illegal activities on the part of the client, prospect, or
employer.
B.6 PROHIBITION AGAINST MISREPRESENTATION. Members shall not make any
statements, orally or in writing, that misrepresent:
a. The services that they or their firms are capable of performing;
b. Their qualifications or the qualifications of their firm;
c. The member's academic or professional credentials.
Members shall not make or imply, orally or in writing, any assurances or
guarantees regarding any investment except to communicate accurate
information regarding the terms of the investment instrument and the
issuer's obligations under the instrument.
B.7 DISCLOSURE OF CONFLICTS TO CLIENTS AND PROSPECTS. Members shall disclose to
their clients and prospects all matters, including beneficial ownership of
securities or other investments, that reasonably could be expected to
impair the members' ability to make unbiased and objective recommendations.
B.8 DISCLOSURE OF REFERRAL FEES. Members shall disclose to clients and
prospects any consideration or benefit received by the member or delivered
to others for the recommendation of any services to the client or prospect.
STANDARD V: RELATIONSHIPS WITH AND RESPONSIBILITIES TO THE PUBLIC
A. PROHIBITION AGAINST USE OF MATERIAL NONPUBLIC INFORMATION.
Members who possess material nonpublic information related to the value of
a security shall not trade or cause others to trade in that security if
such trading would breach a duty or if the information was misappropriated
or relates to a tender offer. If members receive material nonpublic
information in confidence, they shall not breach that confidence by
trading or causing others to trade in securities to which such information
relates. Members shall make reasonable efforts to achieve public
dissemination of material nonpublic information disclosed in breach of a
duty.
B. PERFORMANCE PRESENTATION
1. Members shall not make any statements, orally or in writing, that
misrepresent the investment performance that they or their firms have
accomplished or can reasonably be expected to achieve.
2. If members communicate individual or firm performance information directly
or indirectly to clients or prospective clients, or in a manner intended to
be received by clients or prospective clients, members shall make every
reasonable effort to assure that such performance information is a fair,
accurate, and complete presentation of such performance.
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