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EXHIBIT (p)(1)
Code of Ethics of HighMark Funds
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HIGHMARK FUNDS
CODE OF ETHICS
Effective June 21, 2000
A. LEGAL REQUIREMENTS.
Rule 17j-1(b) under the Investment Company Act of 1940 (the "Act")
makes it unlawful for any officer or trustee of HighMark Funds (the "Trust") (as
well as certain other persons), in connection with the purchase or sale(1) by
such person of a security "held or to be acquired" by any investment portfolio
of the Trust (a "Fund"):
(1) To employ any device, scheme or artifice to defraud the Trust
or a Fund;
(2) To make to the Trust any untrue statement of a material fact
or omit to state to the Trust or a Fund a material fact
necessary in order to make the statements made, in light of
the circumstances under which they are made, not misleading;
(3) To engage in any act, practice or course of business which
operates or would operate as a fraud or deceit upon the Trust
or a Fund; or
(4) To engage in any manipulative practice with respect to the
Trust or a Fund.
A security is "held or to be acquired" if it is a "covered
security",(2) (or an option on a covered security) and within the most recent 15
days (i) the covered security is or has been held by the Trust or a Fund, or
(ii) the covered security is being or has been considered by the Trust or a Fund
or the investment adviser for the Trust or a Fund for purchase by the Trust or
the Fund.
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(1) A purchase or sale includes the writing of an option to purchase or sell.
(2) A "covered security" is any security under the broad definition of
Section 2(a)(36) of the Act except: (i) direct obligations of the United States,
(ii) bankers' acceptances, bank CDs, commercial paper, high quality short-term
debt instruments (including repurchase agreements), and (iii) shares of open-end
investment companies.
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B. TRUST POLICIES.
1. It is the policy of the Trust that no "access person"(3) of the
Trust or of a Fund shall engage in any act, practice or course or conduct that
would violate the provisions of Rule 17j-1(b) set forth above.
2. In keeping with the recommendations of the Board of Governors of the
Investment Company Institute, the following general policies shall govern
personal investment activities of access persons of the Trust or of a Fund:
(a) It is the duty of all access persons of the Trust or of a Fund
to place the interest of Trust shareholders first;
(b) All access persons of the Trust or of a Fund shall conduct
personal securities transactions in a manner that is
consistent with this Code of Ethics and that avoids any actual
or potential conflict of interest or any abuse of a position
of trust and responsibility; and
(c) No access person of the Trust or of a Fund shall take
inappropriate advantage of his or her position.
C. REPORTING REQUIREMENTS.(4)
1. In order to provide the Trust with information to enable it to
determine with reasonable assurance whether the Trust's policies are being
observed by its access persons:
(a) Each person becoming an access person of the Trust or a Fund,
other than a trustee who is not an "interested person" of the
Fund (as defined in the Act), shall no later than 10 days after
becoming such an access person submit a report in the form
attached hereto as Exhibit A (an "Initial Holding Report") to
the Trust's Secretary showing all holdings in covered
securities in which the person had any direct or indirect
beneficial ownership. (5) Such Initial Holding Report shall
also indicate all broker/dealers and banks with which the
access person held direct or indirect ownership of securities.
Such reports need not
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(3) An "access person" is (i) each trustee or officer of the Trust, (ii) each
employee (if any) of the Trust who, in connection with his regular duties,
makes, participates in or obtains information about the purchase or sale of a
security by and/or of the Trust or a Fund or whose functions relate to the
making of any recommendations with respect to such purchases or sales, and (iii)
any natural person in a control relationship to the Trust or a Fund who obtains
information concerning recommendations made to the Fund with regard to the
purchase or sale of covered securities.
(4) An access person of the Trust or a Fund who is also an access person of
the Trust's or a Fund's investment adviser, sub-adviser or principal underwriter
may submit reports required by this Section to such investment adviser,
sub-adviser or principal underwriter in lieu of submitting reports under
HighMark Fund's Code of Ethics PROVIDED that such forms contain substantially
the same information as called for in the forms required by this Section C and
comply with the requirements of Rule 17j-1(d)(1).
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show holdings over which such person had no direct or indirect
influence or control.
(b) Each access person of the Trust or of a Fund, other than a
trustee who is not an "interested person" (as defined in the
Act), shall submit reports in the form attached hereto as
Exhibit B ("Securities Transaction Reports") to the Trust's
Secretary showing all transactions in "covered securities" in
which the person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership.(5) Such
reports shall be filed no later than 10 days after the end of
each calendar quarter, but need not show transactions over
which such person had no direct or indirect influence or
control.
(c) Each trustee who is not an "interested person" of the Trust
(as defined in the "Act") shall submit the same quarterly
report as required under paragraph (b) to Fund counsel but
only for a transaction in a reportable security where he or
she knew at the time of the transaction or, in the ordinary
course of fulfilling his or her official duties as a trustee,
should have known that during the 15-day period immediately
preceding or after the date of the transaction such security
is or was purchased or sold, or considered for purchase or
sale, by the Trust or a Fund. No report is required if the
trustee had no direct or indirect influence or control over
the transaction.
(d) Each access person of the Trust or a Fund, other than a
trustee who is not an "interested person" (as defined in the
Act), shall by January 30 of each year submit to the Trust's
Secretary a report in the form attached hereto as Exhibit A
(an "Annual Holding Report") showing all holdings in covered
securities in which the person had any direct or indirect
beneficial ownership as of a date no more than 30 days before
the report is submitted. Such report need not show holdings
over which such person had no direct or indirect influence or
control.
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(5) "Beneficial ownership" of a security is determined in the same manner as it
would be for the purposes of Section 16 of the Securities Exchange Act of 1934,
except that such determination should apply to all covered securities (including
securities that are not subject to the provisions of such Section 16).
Generally, a person should consider himself or herself the beneficial owner of
securities held by his or her spouse, his or her minor children, a relative who
shares his or her home, or other persons if by reason of any contract,
understanding, relationship, agreement or other arrangement, he or she obtains
from such covered securities benefits substantially equivalent to those of
ownership. He or she should also consider himself or herself the beneficial
owner of securities if he or she can vest or revest title in himself or herself
now or in the future.
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D. PRECLEARANCE PROCEDURES.
Investment personnel of the Trust or a Fund shall obtain approval from
the Trust's Secretary before directly or indirectly acquiring beneficial
ownership in any securities in an initial public offering or in a limited
offering.(6)
E. NOTICE TO, AND REVIEW OF, HOLDING REPORTS BY ACCESS PERSONS.
1. The Secretary shall notify each access person of the Trust or of a
Fund who may be required to make reports pursuant to this Code that such person
is subject to this reporting requirement and shall deliver a copy of this Code
to each such person.
2. The Secretary or his or her delegate or Legal Counsel for the Trust
shall review reports submitted under Section C of this Code within 21 days of
submission.
3. The Secretary will establish and maintain records of access persons
of the Trust or the Funds, other than trustees who are not an "interested
persons" (as defined in the Act), who are required to make reports under Section
C of this Code and shall establish and maintain records of any delegate
responsible for reviewing such reports. Legal Counsel for the Fund will
establish and maintain records of trustees who are not "interested persons" (as
defined in the Act) who are required to make reports under Section C of this
Code.
F. REPORTS TO TRUSTEES.
1. The Secretary or Legal Counsel for the Trust shall report to the
Board of Trustees:
(a) at the next meeting following the receipt of any Securities
Transaction Report with respect to each reported transaction
in a security which was held or acquired by the Trust or a
Fund within 15 days before or after the date of the reported
transaction or at a time when, to the knowledge of the
Secretary, Legal Counsel for the Trust, the Trust, a Fund, or
the respective investment adviser for the Trust or a Fund, was
considering the purchase or sale of such security, unless the
amount involved in the transaction was less than $50,000;
(b) with respect to any transaction not required to be reported to
the Board by the operation of subparagraph (a) that the
Secretary or Legal Counsel for the Trust believes nonetheless
may evidence a violation of this Code; and
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(6) "Investment personnel of the Trust or a Fund" means (i) any employee of
the Trust (or of a company in a control relationship to the Fund) who, in
connection with his or her regular functions or duties, makes or participates in
making recommendations regarding the purchase or sale of securities by the Trust
or a Fund, and (ii) any natural person who controls the Trust or a Fund and who
obtains information concerning recommendations made to the Trust or a Fund
regarding the purchase or sale of securities. "initial public offering" and
"limited offering" shall have the same meaning as set forth in Rule 17j-1(a)(6)
and (8), respectively.
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(c) any apparent violation of the reporting requirement.
2. The Board shall consider reports made to it hereunder and shall
determine whether the policies established in section B above have been
violated, and what sanctions, if any, should be imposed.
G. APPROVAL OF CODES AND MATERIAL AMENDMENTS THERETO.
1. The Board of Trustees of the Trust, including a majority of the
independent Trustees thereof, shall approve the Codes of Ethics of the Trust, of
the principal underwriter of the Trust, and of each investment adviser and
sub-adviser to any Fund. All such approvals of entities serving the Trust as of
June 21, 2000 shall occur prior to September 1, 2000. No principal underwriter
of the Trust or investment adviser or sub-adviser to any Fund may be appointed
subsequent to June 21, 2000 unless and until the Code of Ethics of that entity
has been approved by the Board of Trustees of the Trust, including a majority of
the independent Trustees thereof. Following initial approval of the Code of
Ethics of the principal underwriter of the Trust or any investment adviser or
sub-adviser to any Fund, any material change to such Code must be approved by
the Board of Trustees of the Trust, including a majority of the independent
Trustees thereof, within six months of said amendment. No amendment of this Code
may be made unless and until approved by the Board of Trustees of the Trust,
including a majority of the independent Trustees thereof.
2. In approving a Code of Ethics, the Board of Trustees shall have
secured a certificate from the entity that adopted the Code that it has adopted
procedures reasonably necessary to prevent its access persons from violating the
Code in question.
H. ANNUAL REPORT
The Trust, principal underwriter thereof, and any investment adviser or
sub-adviser to any Fund shall, not less frequently than annually, furnish the
Board of Trustees of the Trust with a written report that:
1. describes any issues arising under its Code of Ethics or
procedures since the last report to the Board of Trustees,
including, but not limited to, information about material
violations of such Code or procedures and sanctions imposed in
response, and
2. certifies that the Trust, principal underwriter, or investment
adviser or sub-adviser, as applicable, has adopted procedures
reasonably necessary to prevent its access persons from
violating its Code of Ethics.
This Code, a copy of each Securities Transaction and Holding Report by
an access person, any written report hereunder by the Secretary, and lists of
all persons required to make reports shall be preserved with the Trust's records
for the period required by Rule 17j-1.
The Board of Trustees
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HighMark Funds
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Thomas J. Braje, Trustee
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David A. Goldfarb, Trustee
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Joseph C. Jaeger, Trustee
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Frederick J. Long, Trustee
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Robert Whitler, Trustee
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Michael L. Noel, Trustee
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Exhibit A
HIGHMARK FUNDS
Holding Report
// Initial Holding Report of ___________, 200__
(date a reporting person became an access person)
// Annual Holding Report as of ____________, 200__
(date not more than 30 days prior to submission)
To the Secretary of HighMark Funds or Legal Counsel for HighMark Funds:
As of the above date, I had direct or indirect beneficial ownership
of the following covered securities:
<TABLE>
<CAPTION>
Principal
Number Amount of
Title of Shares Security
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<S> <C> <C>
</TABLE>
As of that same date, I held direct or indirect beneficial ownership of
securities with the following broker/dealer(s) or bank(s):
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This report (i) excludes securities with respect to which I had no
direct or indirect influence or control, (ii) excludes securities not
required to be reported, and (iii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
Date: Signature:
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Exhibit B
HIGHMARK FUNDS
SECURITIES TRANSACTION REPORT
For the Calendar Quarter Ended: , 199
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To the Secretary of HighMark Funds or Legal Counsel for HighMark Funds:
During the quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such transaction
acquired, direct or indirect beneficial ownership, and which are required to
be reported pursuant to the Trust's Code of Ethics:
<TABLE>
<CAPTION>
Broker/
Dealer
No. of Shares and Nature of or Bank
Principal Dollar Transaction Through
Date of Amount of (Purchase, Whom
Security Transaction Transaction (Price) Sale, Other) Effected
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<S> <C> <C> <C> <C>
</TABLE>
During the quarter referred to above, I established the following
account in which securities were held for my direct or indirect benefit
during the quarter:
Broker/Dealer or
Bank With Whom Date the Account
Account Established Was Established
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This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) transactions not required to
be reported, and (iii) is not an admission that I have or had any direct or
indirect beneficial ownership in the securities listed above.
Date: Signature:
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