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CODE OF ETHICS
ACADIAN ASSET MANAGEMENT, INC.
INDEX
I STATEMENT OF GENERAL PRINCIPLES
II DEFINITIONS
III PROHIBITED TRANSACTIONS
IV EXEMPTED TRANSACTIONS
V FIDUCIARY DUTY AND CONFLICTS OF INTEREST
a) General
b) Insider Trading
c) Front Running
d) Churning
e) Other Transactions
f) Confidential Information
g) Unfair Treatment of Certain Clients vis-a-vis Others
h) Dealing with Clients as Agent and Principal
i) Other Conflicts of Interest
VI ACCESS PERSON DISCLOSURE AND REPORTING
a). Access Person Background Information
b). Reporting Obligations
c). Review and Enforcement
d). Records
VII MISCELLANEOUS
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a). Access Persons' Responsibility to Know the Rules
b). Compliance Officer's Responsibilities
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CODE OF ETHICS
ACADIAN ASSET MANAGEMENT, INC.
EXHIBITS AND APPENDICES
EXHIBIT A Compliance Officers
EXHIBIT B Initial report of Acadian access persons
EXHIBIT C Annual report of access persons
EXHIBIT D Access person holdings report
EXHIBIT E Monthly trading report
EXHIBIT F Access person relationship report
EXHIBIT G Access person partnership report
EXHIBIT H Personal securities transactions pre-clearance form
EXHIBIT I Securities transactions report relating to short-term trading
EXHIBIT J Board of Directors Approval
APPENDIX A Questions and Answers
APPENDIX B Special Procedures relating to Rule 17j-1
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I STATEMENT OF GENERAL PRINCIPLES
The purpose of this Code is to set forth certain key guidelines that have been
adopted by Acadian Asset Management, Inc. (the "Company") that specify the
responsibilities and obligations of all of our access persons. This Code is
intended to provide guidance regarding compliance with all existing legal
restrictions and sound business practices. Furthermore, this Code of Ethics is
being adopted in compliance with the requirements of Rule 17-j adopted by the
United States Securities and Exchange Commission under the Investment Company
Act of 1940 to effectuate the purposes and objectives of that rule.
If one can generalize in such matters, the overarching principle that should
govern each access person's behavior is that each of us must act as a fiduciary
of our Clients' affairs and each access person therefore has an obligation to
place Client interests before his or her own.
STANDARDS OF CONDUCT
THE COMPANY HAS ADOPTED THE FOLLOWING GENERAL PRINCIPLES TO GUIDE THE ACTIONS OF
ITS ACCESS PERSONS. ACCESS PERSONS SHOULD ALSO REFERENCE AND BECOME FAMILIAR
WITH THE RULES CONTAINED IN SECTIONS III - VII OF THE CODE.
Each access person shall conduct himself* with integrity and dignity and act
in an ethical manner in his dealings with the public, Clients, customers,
employers, employees, and fellow professionals.
Each access person shall conduct himself and shall encourage others to practice
in a professional and ethical manner that will reflect credit on himself and his
profession.
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*Masculine personal pronouns, used throughout the Code to simplify sentence
structure, shall apply to all persons, regardless of sex.
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Each access person shall act with competence and shall strive to maintain and
improve his competence and that of others in the profession.
Each access person shall use proper care and exercise independent professional
judgment.
Each person shall conduct himself in full compliance with all applicable federal
and state laws and regulations concerning the securities industry. Each access
person has the responsibility to know these laws and regulations and to comply
with them.
Each access person shall conduct himself and his operations to support the
principle that the interests of the Client are paramount and shall act
continually and assiduously to place the interests of the Client before his own.
Each access person shall treat Client information as confidential.
Each access person shall act so that no one Client has preference over another
Client, so that each Client is treated fairly and consistently.
PERSONAL SECURITY TRANSACTIONS
THE COMPANY HAS ADOPTED THE FOLLOWING GENERAL PRINCIPLES TO GUIDE ACCESS PERSONS
ON PERSONAL SECURITY TRANSACTIONS. ACCESS PERSONS SHOULD ALSO REFERENCE AND
BECOME FAMILIAR WITH THE RULES CONTAINED IN SECTIONS III - VII OF THE CODE.
Each access person, in regard to his personal transactions in securities, shall
act so as to avoid even the appearance of conflict of interest with the
interests of the Client.
Each access person shall avoid actions or activities that allow (or appear to
allow) him to profit from his position with respect to the Company, or that
otherwise bring into question his independence or judgment.
No access person shall trade, either personally or on behalf of a Client or
others, on material "inside" (non-public) information or communicate material
inside information to others in violation of the law.
II DEFINITIONS
1). "ACCESS PERSON" means i.) any director, trustee, officer, or general partner
of the Company, ii.); any full or part-time employee of the Company; and iii.)
any natural person in a control relationship to the Company or its Clients, any
affiliated person of
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such controlling person and any affiliated person of such affiliated person who
obtains information concerning recommendations made to the Client with regard
to the purchase or sale of a Security.
2). "AFFILIATED PERSON" of another person means i.) any person directly or
indirectly owning, controlling, or holding with power to vote, 5% or more of the
outstanding voting securities of such other person; ii.) any person 5% or more
of whose outstanding voting securities are directly or indirectly owned,
controlled, or held with power to vote, by such other person; iii.) any person
directly or indirectly controlling, controlled by, or under common control with,
such other person; iv.) any officer, director, partner, copartner, or employee
of such other person; v.) if such other person is an investment company, any
investment adviser thereof or any member of an advisory board thereof; and vi.)
if such other person is an unincorporated investment company not having a board
of directors, the depositor thereof.
3). "BENEFICIAL OWNERSHIP" is to be determined in the same manner as it is for
purposes of Section 16 of the Securities Exchange Act of 1934 and the rules and
regulations thereunder which, generally speaking, encompasses those situations
where the Beneficial Owner had the right to enjoy some economic benefit from the
ownership of the Security. A person is also the "Beneficial Owner" of securities
held by a spouse, minor children, a relative who shares the home, or any other
person who provide him with sole or shared voting or investment power by reason
of contract, arrangement, understanding, or relationship.
4). "CLIENTS" mean those persons or entities for whom the Company acts as
investment manager or fiduciary, including any trusts or funds which fall under
the Investment Company Act of 1940.
5). "CONTROL" means the power to exercise a controlling influence over the
management or policies of a company, unless such power is solely the result of
an official position with such company. Any person who owns beneficially, either
directly or through one or more controlled companies, more than 25% of the
outstanding voting securities of a
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company shall be presumed to control such company. Such presumption may be
countered by the facts and circumstances of a given situation.
6). "SECURITY" means any note, stock, treasury stock, bond, debenture, evidence
of indebtedness, certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, reorganization certificate or
subscription, transferable share, investment contract, voting trust certificate,
certificate of deposit for a security, fractional undivided interest in oil,
gas, or other mineral rights, any put, call straddle, option, or privilege on
any security (including a certificate of deposit) or on any group or index of
securities (including any interest therein or based on the value thereof), or
any put, call, straddle, option, or privilege entered into on a national
securities exchange relating to foreign currency, or, in general, any interest
or instrument commonly known as a "security," or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any of the foregoing. The
definition also include any option on a security and any security that is
convertible into or exchangeable for, any security that is held or to be
acquired by a fund.
"SECURITY" shall NOT include securities issued by the government of the
United States or by federal agencies and which are direct obligations of the
United States, bankers' acceptances, bank certificates of deposit, commercial
paper and shares of UNAFFILIATED registered open-end investment companies
(mutual funds).
7). A Security "BEING CONSIDERED FOR PURCHASE OR SALE" or is "BEING PURCHASED OR
SOLD" means when within the most recent 15 days a recommendation to purchase or
sell the Security has been made and communicated, including when the Company has
an outstanding "buy" or "sell" order with respect to a Security and, with
respect to the person making such a recommendation, seriously considers making
such a recommendation. "PURCHASE OR SALE OF A SECURITY" includes the writing of
an option to purchase or sell a Security and any security convertible into or
exchangeable for a security.
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8). "RELATED PERSON(S)" is a Company access person or family member residing in
that access person's household or person or entity over which the access person
has control.
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III PROHIBITED TRANSACTIONS
A. No Access Person shall, in connection with the purchase or sale,
directly, or indirectly, by such person of a Security held or to be
acquired by a Client:
i.) employ any device, scheme, or artifice to defraud the Client;
ii.) make to the Client any untrue statement of a material fact or
omit to state to such Client a material fact necessary in
order to make the statements made, in light of the
circumstances under which they are made, not misleading;
iii.) engage in any act, practice, or course of business which would
operate as a fraud or deceit upon such Client; or
iv.) engage in any manipulative practice with respect to such
Client.
B. No Access Person shall effect transactions to generate increased
commissions and unnecessary expenses for a Client.
C. No Access Person shall:
"Black out i.) purchase or sell, directly or indirectly, any
Periods" Security in which he/she has or by reason of such
transaction acquires, a direct or indirect Beneficial
Ownership and which to his or her actual knowledge at
the time of such purchase or sale is:
1). being considered for purchase or sale by the
Company on behalf of its Clients; or
2.) being purchased or sold by any Client; or
ii.) purchase or sell a Security in which he/she has, or
by reason of such transaction acquires, a direct or
indirect Beneficial Ownership within seven (7)
calendar days before and within seven (7) calendar
days after any Client trades in that Security. Any
trades made within the proscribed period shall be
unwound, if possible. Otherwise, any profits realized
on trades within the proscribed
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period shall be disgorged to the Client; or
"IPOs" iii.) acquire Securities in an initial public offering, in
order to preclude any possibility of such person
profiting from their positions with the Company; or
"Private iv.) purchase any Securities in a private placement,
Placements" without prior approval of the Compliance Officer. Any
person authorized to purchase Securities in a private
placement shall disclose that investment when they
play a part in the Company's decision to subsequent
consideration of an investment in the issuer. In such
circumstances, the Company's decision to purchase
securities of the issuer shall be subject to
independent review by investment personnel with no
personal interest in the issuer; or
"Ban on v.) profit in the purchase and sale, or sale and
Short-term purchase, of the same (or equivalent) Securities
Trading within sixty (60) calendar days of acquiring
Profits" Beneficial Ownership. Trades made in violation of
this prohibition should be unwound, if possible.
Otherwise, any profits realized on such short-term
trades shall be subject to disgorgement to the
Client.
D. No Access Person shall disclose to other persons the securities
activities engaged in or contemplated for the Client.
EXCEPTIONS: The Compliance Officers may allow exceptions to the policy on
a case-by-case basis when the abusive practices that the
policy is designed to prevent, such as frontrunning or
conflicts of interest are not present AND the equity of the
situation strongly supports an exemption. An example is the
involuntary sale of securities due to unforeseen corporate
activity such as a merger. The ban on short-term trading
profits is specifically designed to deter potential conflicts
of interest and frontrunning transactions, which typically
involve a quick trading patterns to capitalize on short-lived
market impact of a trade by a Client. The Company shall
consider the policy reasons for the ban on these short-term
trades, as stated herein, in
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determining when an exception to his prohibition is
permissible. The granting of an exception to this prohibition
is permissible if the securities involved in the transaction
are not i.) being considered for purchase or sale by the
Client or ii.) being purchased or sold by the Client and are
not economically related to such securities; exceptions
granted under this provision are conditioned by the Compliance
Officer of a report of the transaction and certification by
the access person that the transaction is in compliance with
this Code of Ethics.
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IV EXEMPTED TRANSACTIONS
The prohibitions noted in Section III above do not apply to the following:
1). purchases or sales effected in any account over which
the Access Person has no direct or indirect influence
or control;
2). purchases or sales which are involuntary on the part
of the Access Person;
3). purchases which are part of an automatic dividend
reinvestment plan;
4). purchases effected upon the exercise of rights issued
by an issuer pro rata to all holders of a class of
its securities, to the extent such rights were
acquired from such issuer, and sales of such rights
so acquired;
5). purchases or sales of securities which are not
eligible for purchase by the Client and which are not
related economically to securities purchased, sold,
or held by the Client;
6). transactions which appear upon reasonable inquiry and
investigation to present no reasonable likelihood of
harm to the Client and which are otherwise in
accordance with this Code, Section 206 of the
Advisers Act, and Rule 17j-1 of the Investment
Company Act of 1940. For, example, such transactions
would normally include purchases and sales of:
i.) securities contained in the
Standard and Poor's 100 Composite
Stock Index;
ii.) up to $25,000 principal amount of a
fixed income security or 100 shares
of an equity security within
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any three-consecutive month period
(all trades within a three-
consecutive month period shall be
integrated to determine the
availability of this exemption);
iii.) up to 1,000 shares of a Security
which is being considered for
purchase or sale by a Client (but
not then being purchased or sold)
if the issuer has a market
capitalization of over $1 billion
and if the proposed acquisition or
disposition by the Client is less
than one percent of the class
outstanding as shown by the most
recent report or statement
published by the issuer, or less
than one percent of the average
weekly reported volume of trading
in such securities on all national
securities exchanges and/or
reported through the automated
quotation system of a registered
securities association, during the
four calendar weeks prior to the
individual's securities
transaction; or
iv.) any amount of securities if the
proposed acquisition or disposition
by the Client is in the amount of
1,000 or fewer shares and the
Security is listed on a national
securities exchange or the NASDAQ
system.
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V FIDUCIARY DUTY AND CONFLICTS OF INTEREST
A. GENERAL
The Company and its access persons have a fiduciary duty to act for the benefit
of the Client and to take action on the Client's behalf before taking action in
the interest of any access person or the Company. A Client may therefore expect
its fiduciaries to act for the Client's benefit and not in its own when a
conflict of interest between the Client and the fiduciary arises.
Every access person shall notify the Compliance Officer of any personal conflict
of interest relationship which may involve the Client, such as the existence of
any economic relationship between their transactions and securities held or to
be acquired by any Client. Such notification shall occur in the pre-clearance
process.
B. INSIDER TRADING
The Company forbids access persons from trading, either personally or on behalf
of the Client or others, on material "inside" (non-public) information or
communicating material inside information to others in violation of the law.
Willful misuse of material nonpublic information will result in dismissal from
employment by the Company.
C. FRONT-RUNNING
The Company forbids access persons from purchasing or selling stock before a buy
or sell recommendation is made to the Client. Any trades undertaken for an
access person's own account, for the account of the Company, for the account of
any non-Company Client or for a Related Person must be done so as not to
disadvantage the Client in any way. This means that all access persons and their
Related Persons must wait to trade a recommended Security until all trading in
that Security for the Client is completed. (PLEASE ALSO REFERENCE SECTION 11. C
FOR SPECIFIC COMPANY RULES AIMED AT PREVENTING SUCH PRACTICES.)
Any access person considering the sale or purchase of any Security should,
before executing such sale or purchase, ask one of the Compliance Officers if
that Security is i.)
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under consideration for purchase or sale for a Client account, ii.) on the
Company's recommended or approved list that the Company may have or iii.) held
in any account under the Company's management. If so, no trading in the Security
should occur by the access person or a Related Person without prior approval of
one of the Company's Compliance Officers until all Client trading is completed.
D. CHURNING
Company staff should not effect transactions to generate increased commissions
and unnecessary expenses for the Client. The volume and frequency of all sales
and purchases of securities must be measured against the need and purpose for
the activities, the Client's investment objectives, and the expenses and
benefits to the account. All trading for a Client's account must be undertaken
solely in the Client's interest.
E. OTHER TRANSACTIONS
No access person of the Company shall participate on behalf of the Company or
the Client, or on such access person's own behalf in any of the following
transactions:
1.) Use of the Company's funds for political purposes;
2.) Payment or receipt of bribes, kickbacks, or other amounts with
any understanding that part or all of such amount will be
refunded or delivered to a third party in violation of any
applicable law;
3.) Payment to government officials or employees other than in the
ordinary course of business for legal purposes such as payment
of taxes; or
4.) Use of the funds or assets of the Company or any subsidiary of
the Company for any other unlawful or improper purpose.
F. CONFIDENTIAL INFORMATION
All information, whether of a personal or business nature, that an access person
obtains about a Client's affairs during employment with the Company should be
treated as confidential. Such information may sometimes include information
about non-Clients,
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and that information should likewise be held in confidence. Even the fact that
the Company advises a particular Client should ordinarily be treated as
confidential.
Access persons should be sensitive to the problem of inadvertent or accidental
disclosure, through careless conversation in a public place or the failure to
safeguard papers and documents. Documents and papers should be kept in
appropriately marked file folders and locked in file cabinets when appropriate.
G. UNFAIR TREATMENT OF CERTAIN CLIENTS VIS-A-VIS OTHERS
An access person who handles one or more Clients may be faced with situations in
which it is possible to give preference to certain Clients over others. Access
persons must be careful not to give preference to one Client over another even
if the preferential treatment would benefit the Company or the access person.
Each situation should be examined closely to determine whether the Client has
consented to the access person's actions favoring another Client and whether the
resulting relationship with the Client that was not favored is fair and
consistent with the securities laws. If both parts of this test have been
satisfied, most likely there has been no breach of fiduciary duty.
H. DEALING WITH CLIENTS AS AGENT AND PRINCIPAL: SECTION 206(3) OF THE
ADVISER'S ACT
Section 206(3) of the Advisers Act addresses specifically two conflict of
interest situations: the sale and purchase of securities to and from a Client
either as a broker for another person or as a principal for the account of the
adviser. Section 206(3) requires that access persons involved in the situations
where the Company is buying or selling securities from a Client (or where the
Company acts as a broker-dealer for a non-Client in a transaction with an
advisory Client) disclose to the Client the capacity in which the Company acts
AND obtain the Client's consent. Disclosure under Section 206(3) must be in
writing. The Company must, under Section 206(3), disclose to the Client its
capacity, its profits (if it acts as principal) and its commissions (if it acts
as agent for another).
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I. OTHER CONFLICTS OF INTEREST
1.) GIFTS
Access persons should not seek, accept or offer any preferential treatment, or
any gifts or favors of more than DE MINIMIS ($250 per year) value from any
person or entity that does business with or on behalf of the Company. Occasional
participation in social events or similar gatherings conducted for business
purposes are not prohibited. However, extreme caution is to be exercised in any
instance in which business related travel and lodging are paid for other than by
the Company, and whenever possible prior approval should be sought from the
Compliance Officer. A brief explanation of all extraordinary travel lodging and
related meals and entertainment is to be reported in writing to the Compliance
Officer.
2. TRUSTEESHIPS AND MEMBERSHIPS
Prior to accepting a position as an officer, director, trustee, partner, or
controlling person in any other company or business venture (other than a
non-profit organization that is not a Client of the Company), or as a member of
an investment organizations (e.g., an investment club), access persons should
discuss the position with the Compliance Officer. Any such position should also
be disclosed to the Compliance Officer at least annually.
3. PARTNERSHIPS
Any partnership or similar arrangement, either participated in or formulated by
an access person, should be disclosed to the Compliance Officer.
4. UAM STOCK
No access person shall advise the Client to purchase, hold or sell United Asset
Management stock or other securities. No access person having discretionary
authority over Client funds shall exercise such discretion to invest such funds
in United Asset Management stock or other securities, although an access person
may implement a Client's exercise of its own discretion to trade in United Asset
Management securities.
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VI ACCESS PERSON DISCLOSURE AND REPORTING
A. ACCESS PERSON BACKGROUND INFORMATION
The SEC registration form for investment advisers requires the reporting, under
oath, of past disciplinary actions taken against all "advisory affiliates." The
Investment Advisers Act requires similar disclosure to the Client. The term
"advisory affiliate" includes directors and chief officers of an adviser;
individuals who have the power to direct or cause the direction of the
management or policies of a company; and all current access persons except those
performing only clerical, administrative, support or similar functions. Many
advisory affiliates must also provide biographical information that must be
reported to the SEC. If any of the information becomes inaccurate or needs to be
updated to make it accurate, it shall be your obligation to bring this to the
attention of the Compliance Officer.
B. PRE-CLEARANCE
Each Access Person must pre-clear any proposed transaction in Securities with
the Compliance Officer prior to proceeding with the transaction. No transaction
in Securities shall be effected without the prior written approval (Exhibit H)
of the Compliance Officer.
In determining whether to grant approval for the purchase of a Security offered
in a private placement, the Compliance Officer shall take into account, among
other factors, whether the opportunity is being offered to the Access Person by
virtue of his or her position with the Advisor.
Purchases or sales of securities which are not eligible for purchase of sale by
the Company or any portfolio of the Company that serves as the basis of the
individual's "access person" status shall be entitled to clearance automatically
from the Company's Compliance Officer. This provision shall not relieve any
access person from compliance with the pre-clearance procedures.
C. REPORTING OBLIGATIONS
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REPORTS SUBMITTED TO THE COMPLIANCE OFFICER, OR ALTERNATE REVIEW OFFICER,
PURSUANT TO THIS CODE OF ETHICS SHALL BE CONFIDENTIAL AND SHALL BE PROVIDED ONLY
TO THE OFFICERS AND DIRECTORS OF THE CLIENT, COMPANY OR CLIENT COUNSEL, OR
REGULATORY AUTHORITIES UPON APPROPRIATE REQUEST.
I. UPON OCCURRENCE
Any prior, current, or potential litigation in which the access person is, or
has been, a party, or is aware of the possibility of being named as a party,
which in my way relates to the Company business, must disclose this to the
Compliance Officer.
Any contemplated Security transaction, either indirectly or directly, must be
disclosed to the Compliance Officer, prior to the trade execution, for approval.
This certification should take the form attached as Exhibit H.
II. MONTHLY
All access persons must make a monthly report to the Compliance Officer of all
transactions involving Securities in which they have Beneficial Ownership. If
the access person establishes a securities account during the period, the
monthly report must also disclose the name of broker, dealer, or bank with whom
the account is established. The Compliance Officer will submit his or her own
personal transactions report to a designated Alternate Review Officer. A copy of
the Company's current form for these reports is attached to this Code as Exhibit
E. This information will be kept confidential if requested by the access person
subject to any obligations the Company may have to disclose information to
regulatory authorities or under law or court order. Every report should be
signed and dated and made not later than 10 days after the end of the calendar
month. If no trading occurred, the report should so note.
ANNUALLY
By March 31 of each year, each access person must also complete an annual report
confirming that they have read and understood the Code of Ethics, have complied
with its requirements, and have reported all personal securities transactions
required to be reported pursuant to the requirements of the Code of Ethics. This
confirmation should take the form attached as Exhibit C and shall be delivered
to the Compliance Officer.
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The reporting requirements included as part of Exhibit C are as follows:
Each access person must provide to the Compliance Officer a complete listing of
all securities in which he/she has Beneficial Ownership and securities accounts
the access person maintains in a broker, dealer, or bank as of December 31 of
the previous year. The report shall be made on the form attached as Exhibit D
and shall be delivered to the Compliance Officer.
Each access person must annually disclose any relationship (such as a
directorship, trusteeship, etc.) as required by section IV I. This disclosure
should take the form attached as Exhibit F and shall be delivered to the
Compliance Officer.
Each access person must annually disclose any participation in a partnership.
This disclosure should take the form attached as Exhibit G and shall be
delivered to the Compliance Officer.
HIRE AND TERMINATION DATES
All new access persons are required to file the following forms within ten days
of their hire date:
Initial Report of Acadian Personnel (Exhibit B),
Access person Holdings Report (Exhibit D),
Relationship listing (Exhibit F),
Partnership participation listing (Exhibit G)
Thereafter, the above referenced reports will be required on an annual basis.
All terminated access persons must complete upon termination the listing of
their personal security transactions between the last month-end and their
termination date (Exhibit E).
D. REVIEW AND ENFORCEMENT
The Compliance Officer will compare all reported personal securities
transactions with completed and contemplated portfolio transactions of the
Company to see whether a violation of this Code may have occurred. Before making
any determination that a
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violation has been committed by any person, that person will have the
opportunity to supply additional explanatory material.
If the Compliance Officer determines that a violation has occurred, he/she shall
submit his/her written determination, together with the confidential monthly
report and any additional explanatory material provided by the individual, to
the President of the Company and outside counsel, who will make an independent
evaluation. If both agree that a violation has occurred, the President will
impose such sanctions as he/she deems necessary.
No person will participate in a determination of whether he/she has committed a
violation or impose any sanction against him/herself If a securities transaction
of the President is under consideration, any Executive Vice President or Senior
Vice President may act in all respects in consideration the manner prescribed
above for the President.
E. RECORDS
Records will be maintained as described below, which records may be maintained
under the conditions described in Rule 31 a-2 under the Investment Company Act
and shall be available for examinations by representatives of the Securities and
Exchange Commission.
1.) A copy of this Code and any other code which is or has been in
effect at any time over the last five years shall be preserved
in an easily accessible place.
2.) A record of any violation of this Code and of any action taken
as a result of such violation shall be preserved in an easily
accessible place for a period of not fewer than five years
following the end of the fiscal year in which the violation
occurs.
3.) A copy of each report made by an access person pursuant to
this Code shall be preserved for a period of not fewer than
five years, the first two in an easily accessible place.
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4.) A list of all persons who are, or within the last five years
have been, required to make reports pursuant to this Code
shall be maintained in an easily accessible place.
5.) A copy of each memorandum made by the Compliance Officer for a
period of five years from the end of the fiscal year in which
it was made.
6.) A record of every decision by the Compliance Officer to allow
an exception to a prohibited transaction and the rationale
supporting the decision, such as approval of the acquisition
of securities offered in connection with an IPO or private
placement.
VII MISCELLANEOUS
A. Access Persons' Responsibility to Know the Rules
Access persons are responsible for their actions under the law and are therefore
required to be sufficiently familiar with the Advisers Act and other applicable
federal and state securities laws and regulations to avoid violating them.
Access persons must certify, in writing, that they have read and understood this
Code and that they will conduct themselves professionally in complete accordance
with the requirements and standards described here. A copy of the Company's
current form of compliance certificate is attached to this Code as Exhibit C.
B. COMPLIANCE OFFICER'S RESPONSIBILITIES
It will be the responsibility of the Compliance Officers of the Company to
oversee the enforcement of the matters described in this Code and to educate
access persons of their responsibilities herein. The Compliance Officers will
provide new access persons with a copy of this Code as soon as possible after
they join the Company and, upon their request, of the Advisers Act and other
applicable laws and regulations.
The Compliance Officers are responsible for staying current with significant new
legal developments in the area of financial advisory services, fiduciary
responsibilities, and insider trading and to convey such developments to the
Company access persons.
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The Compliance Officer will review all access person trading reports promptly
and take such action as he/she deems necessary to obtain compliance with the
policies set forth in this memorandum and with applicable laws.
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EXHIBIT A
COMPLIANCE OFFICERS
Churchill G. Franklin
Jennie L. Gryczka
ALTERNATE REVIEW OFFICER
Gary L. Bergstrom
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EXHIBIT B
INITIAL REPORT OF ACADIAN ACCESS PERSONS
To the Compliance Officer:
1. I have received, read, and understand the Code and recognize
that I am subject thereto in the capacity of an "Access
Person."
2. I hereby certify that I have no knowledge of the existence of
-- any personal conflict of interest relationship which may
involve the Company or its Clients, such as any economic
relationship between my transactions and securities held or to
be acquired by the Company on behalf of its Clients, except as
noted on the below reports.
3. I hereby certify that I will conduct myself professionally in
-- complete accordance with the requirements and standards
described therein, I am responsible for my actions under the
law and that I am sufficiently familiar with the Investment
Advisers Act of 1940 and other applicable federal and state
securities and other laws and regulations that may govern my
conduct as an access person of the Company.
4. I hereby acknowledge that my failure to comply with the policy
-- set forth in the above-referenced Code and in other applicable
federal and state laws may subject the Company and my person
to substantial liabilities including imprisonment and fines.
5. I hereby acknowledge that the Company may dismiss me from
-- employment for failure to comply with the Code and federal and
state laws.
6. I hereby certify that I have received and completed the
-- following:
ACCESS PERSON HOLDINGS REPORT ______________
2
<PAGE>
ACCESS PERSON RELATIONSHIP REPORT ____________
ACCESS PERSON PARTNERSHIP REPORT ____________
Signed:_____________________________ ____________________________
Date: _______________________________ Approved
3
<PAGE>
EXHIBIT C
ANNUAL REPORT OF ACCESS PERSONS
To the Compliance Officer of Acadian Asset Management, Inc.:
1. I have received, read, and understand the Code and recognize
that I am subject thereto in the capacity of an "Access
Person."
2. 1 hereby certify that, during the year ended December 31, 20_,
-- I have complied with the requirements of the Code and I have
reported all securities transactions required to be reported
pursuant to the Code.
3. I hereby certify that I will conduct myself professionally in
-- complete accordance with the requirements and standards
described therein, I am responsible for my actions under the
law, and that I am sufficiently familiar with the Investment
Advisers Act of 1940 and other applicable federal and state
securities and other laws and regulations that may govern my
conduct as an access person of the Company.
4. I hereby acknowledge that my failure to comply with the policy
-- set forth in the above referenced Code and in other applicable
federal and state laws may subject the Company and my person
to substantial liabilities including imprisonment and fines.
5. I hereby acknowledge that the Company may dismiss me from
-- employment for failure to comply with the Code and federal and
state laws.
6. I hereby certify that I have not disclosed any pending "buy"
-- or "sell" orders of a Client to any other Affiliated or
Related Person, except where the disclosure occurred
subsequent to the execution or withdrawal of an order.
7. I hereby certify that I have received and completed the
-- following:
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<PAGE>
ACCESS PERSON HOLDINGS REPORT ______________
ACCESS PERSON RELATIONSHIP REPORT ____________
ACCESS PERSON PARTNERSHIP REPORT ____________
Signed:_____________________________ ____________________________
Date: _______________________________ Approved
5
<PAGE>
EXHIBIT D
ACCESS PERSON HOLDINGS REPORT
Acadian Asset Management
Personal Securities Holdings Report
Access Person Name:_____________________________
As of:__________________________________________
[ ] Check if initial list at date of hire
-------------------------- --------------------------- -------------------------
Description of Security Number of shares Type of ownership
(direct/indirect)
-------------------------- --------------------------- -------------------------
-------------------------- --------------------------- -------------------------
-------------------------- --------------------------- -------------------------
-------------------------- --------------------------- -------------------------
-------------------------- --------------------------- -------------------------
-------------------------- --------------------------- -------------------------
-------------------------- --------------------------- -------------------------
-------------------------- --------------------------- -------------------------
-------------------------- --------------------------- -------------------------
I confirm to my actual knowledge and belief that the list above represents a
true and complete listing of all securities in which I have beneficial
ownership.
By:___________________________ ____________________________
Date:__________________________ Approved
NOTE: Do NOT report holdings of U.S. Government securities, bankers'
acceptances, bank certificates of deposit, commercial paper and
UNAFFILIATED registered open-end investment companies (mutual funds).
6
<PAGE>
EXHIBIT E
MONTHLY TRADING & BROKERAGE REPORT
FOR THE MONTH OF ______
To the Compliance Officer:
During the month referred to above, the following transactions were 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 Code
of Ethics.
[ ] Check here if there were no reportable transactions during the period.
<TABLE>
<CAPTION>
------------ -------------- ------------- ------------- ---------- ------------ -------------- -------------
Security # of Shares Amount of Buy or Sell Price Broker/ Date of Authorized
Transaction Dealer Transaction -------------
Yes No
------------ -------------- ------------- ------------- ---------- ------------ -------------- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
------------ -------------- ------------- ------------- ---------- ------------ -------------- ------- -----
------------ -------------- ------------- ------------- ---------- ------------ -------------- ------- -----
------------ -------------- ------------- ------------- ---------- ------------ -------------- ------- -----
------------ -------------- ------------- ------------- ---------- ------------ -------------- ------- -----
------------ -------------- ------------- ------------- ---------- ------------ -------------- ------- -----
</TABLE>
I confirm to my actual knowledge and belief that the list above represents a
true and complete listing of all securities in which I have beneficial
ownership.
If a securities account has been established during the month specified, please
disclose the name of the broker, dealer, or bank with whom the account was
established and the date the account was established.
Broker/Dealer/Bank Name:________________ Date:________________________
Signed:_____________________________ ____________________________
Date: _______________________________ Approved
NOTE: You are not required to report transactions in U.S. Government
securities, bankers' acceptances, bank certificates of deposit,
commercial paper, and UNAFFILIATED registered open-end investment
companies (mutual funds.) UAM common stock or purchases or sales of
other securities which are not eligible for purchase or sale by Acadian
Asset Management Inc (or any portfolio managed by Acadian Asset
Management Inc) that serves as the basis of the individual's "access
person" status shall be entitled to clearance automatically from the
Company's Compliance Officer. This provision shall not relieve any
access person from compliance with the pre-clearance procedures.
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<PAGE>
EXHIBIT F
ACCESS PERSON RELATIONSHIP REPORT
Name: ___________________
As of. ___________________
Please disclose your position as an officer, director, trustee, partner, or
controlling person in any other company or business venture, or as a member of
an investment organization.
<TABLE>
<CAPTION>
-------------------------- ---------------------------- --------------------- ---------------------------------
Organization Name Type of Organization Affiliation Start Date of affiliation
-------------------------- ---------------------------- --------------------- ---------------------------------
<S> <C> <C> <C>
-------------------------- ---------------------------- --------------------- ---------------------------------
-------------------------- ---------------------------- --------------------- ---------------------------------
-------------------------- ---------------------------- --------------------- ---------------------------------
-------------------------- ---------------------------- --------------------- ---------------------------------
-------------------------- ---------------------------- --------------------- ---------------------------------
-------------------------- ---------------------------- --------------------- ---------------------------------
-------------------------- ---------------------------- --------------------- ---------------------------------
-------------------------- ---------------------------- --------------------- ---------------------------------
-------------------------- ---------------------------- --------------------- ---------------------------------
</TABLE>
I confirm to my actual knowledge and belief that the list above represents a
true and complete listing of all my affiliations.
Signed:_____________________________ ____________________________
Date: _______________________________ Approved
8
<PAGE>
EXHIBIT G
ACCESS PERSON PARTNERSHIP REPORT
Name: ___________________
As of. ___________________
Any partnership or similar arrangement, either participated in or formulated by
an access person, should be disclosed to the Compliance Officer.
<TABLE>
<CAPTION>
------------------------- ----------------------------- --------------------- --------------------------------
Partnership Name Type of Partnership Affiliation Start Date of affiliation
------------------------- ----------------------------- --------------------- --------------------------------
<S> <C> <C> <C>
------------------------- ----------------------------- --------------------- --------------------------------
------------------------- ----------------------------- --------------------- --------------------------------
------------------------- ----------------------------- --------------------- --------------------------------
------------------------- ----------------------------- --------------------- --------------------------------
------------------------- ----------------------------- --------------------- --------------------------------
-------------------------- ---------------------------- --------------------- ---------------------------------
-------------------------- ---------------------------- --------------------- ---------------------------------
-------------------------- ---------------------------- --------------------- ---------------------------------
-------------------------- ---------------------------- --------------------- ---------------------------------
</TABLE>
I confirm to my actual knowledge and belief that the list above represents a
true and complete listing of all my partnership interests.
Signed:_____________________________ ____________________________
Date: _______________________________ Approved
9
<PAGE>
EXHIBIT H
PERSONAL SECURITIES TRANSACTIONS PRE-CLEARANCE FORM
To the Compliance Officer:
I hereby request pre-clearance of the following proposed transactions:
<TABLE>
<CAPTION>
----------- --------------- ------------ -------------- -------- ------------- -------------- --------------
Security # of Shares Amount of Buy or Sell Price Broker/ Date of Authorized
Transaction Dealer Transaction --------------
Yes No
----------- --------------- ------------ -------------- -------- ------------- -------------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
----------- --------------- ------------ -------------- -------- ------------- -------------- ------- ------
----------- --------------- ------------ -------------- -------- ------------- -------------- ------- ------
----------- --------------- ------------ -------------- -------- ------------- -------------- ------- ------
----------- --------------- ------------ -------------- -------- ------------- -------------- ------- ------
----------- --------------- ------------ -------------- -------- ------------- -------------- ------- ------
</TABLE>
Signed:_____________________________ ____________________________
Date: _______________________________ Approved
NOTE: Transactions that are short term in nature (see Code section III, C,
(v,)) need to be disclosed on Exhibit I.
10
<PAGE>
EXHIBIT I
SECURITIES TRANSACTIONS REPORT RELATING TO
SHORT-TERM TRADING
For the Sixty-Day Period from _____ to _____:
To the Compliance Officer:
During the 60 calendar day period referred to above, the following
purchases and sales, or sales and purchases, of the same (or equivalent)
securities were effected or are proposed to be effected in securities of which I
have, or by reason of such transaction acquired, direct or indirect beneficial
ownership.
<TABLE>
<CAPTION>
------------ --------------- ------------ ------------- ---------- ------------ -------------- --------------
Security # of Shares Amount of Buy or Sell Price Broker/ Date of Authorized
Transaction Dealer Transaction --------------
Yes No
------------ --------------- ------------ ------------- ---------- ------------ -------------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
------------ --------------- ------------ ------------- ---------- ------------ -------------- ------ ------
------------ --------------- ------------ ------------- ---------- ------------ -------------- ------ ------
------------ --------------- ------------ ------------- ---------- ------------ -------------- ------ ------
------------ --------------- ------------ ------------- ---------- ------------ -------------- ------ ------
------------ --------------- ------------ ------------- ---------- ------------ -------------- ------ ------
</TABLE>
Signed:_____________________________ ____________________________
Date: _______________________________ Approved
11
<PAGE>
EXHIBIT J
BOARD OF DIRECTORS APPROVAL
The undersigned, being all of the Directors of Acadian Asset Management, Inc.
hereby consent to the adoption of the following resolutions with the same effect
as though they had been adopted at a meeting of the Directors of Acadian Asset
Management:
Resolved, that the Board of Directors authorizes the adoption of the Acadian
Code of Ethics, a copy of which is here attached.
--------------------------------- ----------------------------------
Gary L. Bergstrom Date
--------------------------------- ----------------------------------
Ronald D. Frashure Date
12
<PAGE>
APPENDIX A
ANSWERS TO COMMONLY ASKED QUESTIONS
I. FIDUCIARY DUTY AND CONFLICTS OF INTEREST
1. WHAT CONSTITUTES A CONFLICT OF INTEREST?
Conflicts of interest can arise in any number of situations. No comprehensive
list of all possible conflicts of interest can be provided in this memorandum.
However, the following example may be helpful. Consider these two cases: an
access person seeking to induce a bank to give the access person a loan in
exchange for maintaining excessive cash balances of a Client with the bank, and
an access person executing trades for a Client through a broker-dealer that
provides research services for the Company but charges commissions higher than
other broker-dealers. In the first case, such activity would be a violation of
an access person's fiduciary duty and might subject the access person and the
Company to liability under the Advisers Act and other applicable laws. In the
latter case, if the Company determines in good faith that the higher commissions
are reasonable in relation to the value of the brokerage and research services
provided, the payment of higher commissions may be permitted under the safe
harbor of Section 28(e) of the Securities Exchange Act of 1934 -- as long as
appropriate disclosure is made to the Client and in the Company's Form ADV.
Another common conflict of interest occurs when the Company pays some
consideration to a person for recommending the Company as an adviser. In those
circumstances, an access person must make disclosure to any prospective Client
of any consideration paid for recommending the Company's services to that
prospective Client and the Company must comply with Rule 206(4)-3 of the
Advisers Act. This Rule governs situations involving cash payments for Client
solicitations and requires that specific disclosure documents containing
information about the solicitor and the adviser be provided to a prospective
Client at the time of the solicitation.
13
<PAGE>
2. HOW SHOULD CONFLICTS OF INTEREST BE HANDLED?
The Company and its access persons have a fiduciary duty to act for the benefit
of the Clients and to take action on the Clients' behalf before taking action in
the interest of any access person or the Company.
The manner in which any access person discharges this fiduciary duty depends on
the circumstances. Sometimes general disclosure of common conflicts of interest
may suffice. In other circumstances, explicit consent of the Client to the
particular transaction giving rise to a conflict of interest may be required or
an access person may be prohibited from engaging in the transaction regardless
of whether the Client consents.
The Client's consent will not in all cases insulate the access person against a
claim of breach of the access person's fiduciary duty. Full disclosure of all
material facts must be given if a consent is to be effective. As a result,
consents concerning possible future breaches of laws will not usually work.
However, waivers of known past violations may be effective. In addition, a
Client under the control and influence of the access person or who has come to
rely on the access person's investment decisions cannot effectively consent to a
conflict of interest or breach of fiduciary duty. Consent must be competent,
informed and freely given.
The duty to disclose and obtain a Client's consent to a conflict of interest
must always be undertaken in a manner consistent with the access person's duty
to deal fairly with the Client. Therefore, even when taking action with a
Client's consent, each access person must always seek to assure that the action
taken is fair to the Client.
If any access person is faced with any conflict of interest, he or she should
consult one of the Company's Compliance Officers prior to taking any action.
II. MATERIAL INSIDE INFORMATION
1.) WHO IS SUBJECT TO THE INSIDER TRADING RULES?
ALL Company staff and all persons -- friends, relatives, business associates and
others -- who receive nonpublic material inside information from Company staff
concerning an issuer of securities (whether such issuer is a Client or not) are
subject to these rules. It does not matter whether the issuer is public or
private.
14
<PAGE>
At the Company, the rules apply to officers, marketing, advisory,
administrative, secretarial, or other staff. Furthermore, if any access person
gives nonpublic material inside information concerning an issuer of securities
to a person outside the Company and that person trades in securities of that
issuer, the access person and that person may have both civil and criminal
liability.
2.) WHAT IS "MATERIAL INSIDE INFORMATION"?
Generally speaking, material inside information is significant information about
an issuer's business or operations (past, present or prospective) that becomes
known to an access person and which is not otherwise available to the public.
While the exact meaning of the word "material" is not entirely clear, it turns
on whether the information about an issuer would influence an investor in any
investment decision concerning that issuer's securities and whether the
information has not already been disclosed to the public. Under current court
decisions, it makes no difference whether the material inside information is
good or bad. Needless to say, if the undisclosed information would influence an
access person's own decision to buy or sell or to trade for a Client or the
Company, the information probably is material and an access person should not
trade or permit the Company to trade for a Client or itself until it has been
publicly disclosed.
3.) HOW DOES "MATERIAL INSIDE INFORMATION: DIFFER FROM "CONFIDENTIAL
INFORMATION"'?
Here is an example that should clarify the difference between the two. Suppose
the Company is engaged by the president of a publicly traded corporation to
provide advice concerning her personal pension fund and while working on the
matter an access person learns the amount of alimony she pays to her former
spouse. That discovery should be kept confidential, but it almost certainly has
no hearing on the value of her corporation's securities (i.e., it is not
material) and, in fact, it probably is not "Inside information" about the
corporation itself. Accordingly, an access person of the Company could buy or
sell securities of that issuer so long as the access person possesses no
material nonpublic information about the corporation. But disclosure of the
president's alimony payments would be entirely improper and in breach of
fiduciary duty.
15
<PAGE>
In other words, confidential information should never be disclosed, but it is
not always material inside information. Knowing it is not necessarily an
impediment to participating in the securities markets concerning a particular
issuer.
4.) ARE THERE CERTAIN KINDS OF INFORMATION THAT ARE PARTICULARLY LIKELY TO
BE "MATERIAL INSIDE INFORMATION"?
Yes. While the following list is by no means complete, information about the
following subjects is particularly sensitive:
a) DIVIDENDS, STOCK DIVIDENDS AND STOCK SPLITS.
b) SALES AND EARNINGS AND FORECASTS OF SALES AND
EARNINGS.
c) CHANGES IN PREVIOUSLY DISCLOSED FINANCIAL
INFORMATION.
d) CORPORATE ACQUISITIONS, TENDER OFFERS, MAJOR JOINT
VENTURES OR MERGER PROPOSALS.
e) SIGNIFICANT NEGOTIATIONS, NEW CONTRACTS OR CHANGES IN
SIGNIFICANT BUSINESS RELATIONSHIPS.
f) CHANGES IN CONTROL OR A SIGNIFICANT CHANGE IN
MANAGEMENT.
g) ADOPTION OF STOCK OPTION PLANS OR OTHER SIGNIFICANT
COMPENSATION PLANS.
h) PROPOSED PUBLIC OR PRIVATE SALES OF ADDITIONAL OR NEW
SECURITIES.
i) SIGNIFICANT CHANGES IN OPERATIONS.
j) LARGE SALES OR PURCHASES OF STOCK BY PRINCIPAL
STOCKHOLDERS.
k) PURCHASES OR SALES OF SUBSTANTIAL CORPORATE ASSETS,
OR DECISIONS OR AGREEMENTS TO MAKE ANY SUCH PURCHASE
OR SALE.
l) SIGNIFICANT INCREASES OR DECLINES IN BACKLOGS OF
ORDERS.
m) SIGNIFICANT NEW PRODUCTS TO BE INTRODUCED.
n) WRITE-OFFS.
o) CHANGES IN ACCOUNTING METHODS.
16
<PAGE>
p) Unusual corporate developments such as major layoffs,
personnel furloughs or unscheduled vacations for a
significant number of workers.
q) Labor slowdowns, work stoppages, strikes, or the
pending negotiation of a significant labor contract.
r) Significant reductions in the availability of goods
from suppliers or shortages of these goods.
s) Extraordinary borrowings.
t) Major litigation.
u) Governmental investigations concerning the Company or
any of its officers or directors.
v) Financial liquidity problems.
w) Bankruptcy proceedings.
x) Establishment of a program to repurchase outstanding
securities.
5.) WHAT IS THE LAW REGARDING THE USE OF INFORMATION?
Federal law, and the policy of the Company, prohibit any access person from
using material inside information, whether obtained in the course of working
at the Company or otherwise, for his or her private gain, for the Company's
gain or for a Client's gain and prohibit any access person from furnishing
such information to others for their private gain. This is true whether or
not the information is considered "confidential". When in doubt, the
information should be presumed to be material and not to have been disclosed
to the public. No trades should be executed for any access person, any Client
or for the Company, if the person executing the trade or the Company has
material inside information about the issuer.
6.) WHAT IS "TIPPING"?
Under the federal securities laws, it is illegal to disclose (or "tip") material
inside information to another person who subsequently uses that information for
his or her
17
<PAGE>
profit. To minimize this liability, all personnel should comply with the
policies set forth in Sections V.F. and V.I.4. of the Code.
Questions regarding whether such information may constitute "Inside" information
should be referred to the Company's Compliance Officers.
7.) TO WHOM MUST MATERIAL INSIDE INFORMATION BE DISCLOSED BEFORE AN ACCESS
PERSON CAN TRADE?
To the public. Public disclosure of material events is usually made by means of
an official press release or filing with the SEC. An access person's disclosure
to a broker or other person will not be effective, and such access person may
face civil or criminal liability if such access person (or the person to whom
the access person makes disclosure) trades on the basis of the information.
Company staff should be aware that in most cases they are not authorized to
disclose material events about an issuer to the public and that night usually
belongs to the issuer alone.
8.) HOW DOES AN ACCESS PERSON KNOW WHETHER PARTICULAR MATERIAL INSIDE
INFORMATION HAS BEEN PUBLICLY DISCLOSED?
If an access person sees information in a newspaper or public magazine, that
information will clearly have been disclosed. Information in a filing with the
SEC or a press release will also have been disclosed. However, the courts have
said that one should wait for a. reasonable period of time after the
publication, filing or release date to assure that the information has been
widely disseminated and that the public has had sufficient time to evaluate the
news. If any access person has any questions about whether information has been
disclosed, such access person should not trade in the affected securities.
9.) WHAT MUST AN ACCESS PERSON DO WITH RESPECT TO MATERIAL INSIDE
INFORMATION OBTAINED AFTER A DECISION IS ALREADY MADE OR BUY OR SELL
THAT SECURITY?
Company staff may not purchase or sell any securities about which they have
inside information for their own, the Company's or for a Client's account or
cause Clients to trade on such information until after such information becomes
public, The foregoing prohibition applies whether or not the material inside
information is the basis for the trade. Company staff should be alert for
information they receive about issuers on their recommendation or approved lists
that may be material inside information. Whenever
18
<PAGE>
Company staff come into possession of what they believe may be material
nonpublic information about an issuer, they should notify the Compliance
Officers because the Company as a whole may have an obligation not to trade in
the securities of the issuer.
10.) WHO IS AVAILABLE FOR ADDITIONAL ADVICE OR ADVICE ABOUT A PARTICULAR
SITUATION?
The Compliance Officers designated from time to time by the Company will oversee
matters relating to inside information and prohibitions on insider trading. The
Company's Compliance Officers on the date of this memorandum are listed in
Exhibit A attached hereto. If you have any questions about the identity of the
Company's Compliance Officers, you should ask the Company's President.
III. CONFIDENTIAL INFORMATION
1.) WHAT IS CONFIDENTIAL INFORMATION?
An investment adviser has a fiduciary duty to its Clients not to divulge
information obtained in connection with its services as an adviser. Therefore,
all information, whether of a personal or business nature, that an access person
obtains about a Client's affairs during employment with the Company should be
treated as confidential. Such information may sometimes include information
about non-Clients, and that information should likewise be held in confidence.
Even the fact that the Company advises a particular Client should ordinarily be
treated as confidential.
2.) WHO IS SUBJECT TO THE COMPANY'S POLICIES CONCERNING CONFIDENTAL
INFORMATION?
All personnel officers and advisory, marketing, administrative and secretarial
staff -- are subject to these policies. (For the sake of convenience, this group
is sometimes referred to in this memorandum as "Company staff").
3.) WHAT ARE THE DUTIES AND RESPONSIBILITIES OF COMPANY STAFF WITH RESPECT
TO CONFIDENTIAL INFORMATION?
Since an investment adviser has a fiduciary duty to its Clients not to divulge
information obtained from or about a Client in connection with its services as
an adviser, Company staff must not repeat or disclose confidential information
received from or about Clients outside the Company to anyone, including
relatives, friends or strangers. Any misuse of confidential information about a
Client is a disservice to the Client that may cause both
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<PAGE>
the Client and the Company substantial injury. Failure to comply with this
policy may have very serious consequences for Company staff and for the Company,
including the possibility that Company staff might be criminally prosecuted for
misusing the information, as described in Part II below.
4.) WHAT ARE SOME STEPS THAT COMPANY STAFF CAN TAKE TO ASSURE THAT
CONFIDENTIAL INFORMATION IS NOT DISCLOSED TO PERSONS OUTSIDE THE
OFFICE?
There are a number of steps Company staff should take to help preserve Client
and other confidences, including the following:
i.) Company staff should be sensitive to the problem of
inadvertent or accidental disclosure. Careless
conversation, naming names or describing details of a
current or proposed trade, investment or transaction
in a lounge, hallway, elevator or restore, or in a
train, taxi, airplane, restaurant or other public
place, can result in the disclosure of confidential
information and should be strictly avoided.
ii.) Maintenance of confidentiality requires careful
safeguarding of papers and documents, both inside and
outside the company. Documents and papers should be
kept in appropriately marked file folders and locked
in file cabinets when appropriate.
iii.) If an access person uses a speakerphone, the access
person should be careful to refrain from using it in
any way that might increase the likelihood of
accidental disclosure. Use caution, for example, when
participating in a speakerphone conversation dealing
with confidential information if the office door is
open, or if the speakerphone volume is set too high.
The same applies if an access person knows or
suspects that a speakerphone or a second extension
phone is being used at the other end of a telephone
conversation.
20
<PAGE>
iv.) In especially sensitive situations, it may be
necessary to establish barriers to the exchange of
information within the company and to take other
steps to prevent the leak of confidential
information.
<PAGE>
APPENDIX B
SPECIAL PROCEDURES RELATING TO RULE 17j-l
I. SEI INTERNATIONAL TRUST; INSURANCE INVESTMENT PRODUCTS TRUST
This section I applies to the SEI International Trust and the Insurance
Investment Products Trust (the "Trust").
In the instances where the Company serves as an investment advisor to the Trust,
the Company will:
1.) Submit to the board of trustees of the trust a copy
of its code of ethics adopted pursuant to rule 17j-1,
which code shall comply with the recommendations of
the investment company institute's advisory group on
personal investing
2.) Promptly report to the trust in writing any material
amendments to such code
3.) Promptly furnish to the trust upon request copies of
any reports made pursuant to such code by any person
who is an access person as to the trust, and
4.) Shall immediately furnish to the trust, without
request, all material information regarding any
violation of such code by any person who is an access
person as to the trust.
II. UAM ACADIAN EMERGING MARKETS PORTFOLIO; UAM ACADIAN INTERNATIONAL
EQUITY PORTFOLIO
This section II applies to the UAM Acadian Emerging Markets Portfolio and the
UAM Acadian International Equity Portfolio (the "Fund").
A. REPORTING OF VIOLATIONS TO THE BOARD OF DIRECTORS OF THE FUND
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<PAGE>
1.) The compliance officer of the fund shall promptly
report to the board of directors of the fund ("the
board") all apparent violations of this code of
ethics and the reporting requirements thereunder.
2.) When the compliance officer of the fund finds that a
transaction otherwise reportable to the board under
paragraph 1.) of this section could not reasonably be
found to have resulted in a fraud, deceit or
manipulative practice in violation of rule 17j-l(a),
he may, in his discretion, lodge a written memorandum
of such finding and the reasons therefore with the
reports made pursuant to this code of ethics, in lieu
of reporting the transaction to the board.
3.) The board, or a committee of directors created by the
board for that purpose, shall consider reports made
to the board hereunder and shall determine whether or
not this code of ethics has been violated and what
sanctions, if any, should be imposed.
B. ANNUAL REPORTING TO THE BOARD OF DIRECTORS OF THE FUND
The Compliance Officer of the Fund shall prepare an annual report relating to
this Code of Ethics to the Board. Such annual report shall:
1.) Summarize existing procedures concerning personal
investing and any changes in the procedures made
during the past year;
2.) Identify any violations requiring significant
remedial actions during the past year; and
3.) Identify any recommended changes in the existing
restrictions or procedures based upon the fund's
experience under its
23
<PAGE>
code of ethics, evolving industry practices or
developments in applicable laws or regulations.
C. SANCTIONS
Upon discovering a violation of this Code, the Board of Directors may impose
such sanctions as they deem appropriate, including, among other things, a letter
of censure or suspension or termination of the employment of the violator.
D. MISCELLANEOUS
In the event of conflict between the Code of Ethics and the terms of the Code of
Ethics of the Fund, the terms of the Fund's Code will govern.
24
