EXHIBIT (P) (VII) UNDER FORM N-1A
EXHIBIT (99) UNDER ITEM 601/REG. S-K
INTEGRITY POLICY
EFFECTIVE FEBRUARY 4, 2000
UBS BRINSON INTEGRITY POLICY
TABLE OF CONTENTS
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
107
UBS BRINSON INTEGRITY POLICY
I. GENERAL
UBS Brinson9 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:
o The interests of UBS Brinson's clients should be placed first and foremost;
o 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
o 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;
(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;
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 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).
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.
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
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
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:
o 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;
o Use personal computers or telephones for any illegal purpose;
o Represent personal opinions as those of UBS Brinson;
o Upload, download or otherwise transmit or receive commercial
software or any copyrighted materials belonging to parties outside
of UBS Brinson or UBS Brinson itself;
o 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,
o 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 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
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.
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.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
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:
o Act with Integrity, competence, dignity, and in an ethical manner when
dealing with the public, clients, prospects, employers, employees, and
fellow members.
o Practice and encourage others to practice in a professional and ethical
manner that will reflect credit on members and their profession.
o Strive to maintain and improve their competence and the competence of
others in the profession.
o 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.
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.3INDEPENDENCE 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.1FIDUCIARY 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.3FAIR 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.4PRIORITY 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.
