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Exhibit (P)(1)
EXCELSIOR INSTITUTIONAL TRUST
(the "Trust")
CODE OF ETHICS
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I. Legal Requirement.
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Rule 17j-1(b) under the Investment Company Act of 1940, as amended (the
"1940 Act"), makes it unlawful for any officer or trustee of the Trust in
connection with the purchase or sale by such person of a security "held or to be
acquired" by the Trust:
1. To employ any device, scheme or artifice to defraud
the Trust;
2. To make to the Trust any untrue statement of a
material fact or omit to state to the Trust a
material fact necessary in order to make the
statements made, in light of the circumstances under
which they are made, not misleading;
3. To engage in any act, practice, or course of business
which operates or would operate as a fraud or deceit
upon the Trust; or
4. To engage in any manipulative practice with respect
to the Trust's investment portfolios.
II. Purpose of the Code of Ethics.
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The Trust expects that its officers and trustees will conduct their
personal investment activities in accordance with (1) the duty at all times to
place the interests of the Trust's shareholders first, (2) the requirement that
all personal securities transactions be conducted consistent with this Code of
Ethics and in such a manner as to avoid any actual or potential conflict of
interest or any abuse of an individual's position of trust and responsibility,
and (3) the fundamental standard that investment company personnel should not
take inappropriate advantage of their positions.
In view of the foregoing, the provisions of Section 17(j) of the 1940
Act, the Securities and Exchange Commission's 1940 Act Release No. 23958
"Personal Investment Activities of Investment Company Personnel" (August 24,
1999), the "Report of the Advisory Group on Personal Investing" issued by the
Investment Company Institute on May 9, 1994 and the Securities and Exchange
Commission's September 1994 Report on "Personal Investment Activities of
Investment Company Personnel," the Trust has determined to adopt this Code of
Ethics on behalf of the Trust to specify a code of conduct for certain types of
personal securities transactions which might involve conflicts of interest or an
appearance of impropriety, and to establish reporting requirements and
enforcement procedures.
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III. Definitions.
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A. An "Access Person" means: (1) each trustee or officer of the
Trust; (2) each employee (if any) of the Trust (or of any
company in a control relationship to the Trust) who, in
connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase
or sale of a security by the Trust or whose functions relate
to the making of any recommendations with respect to such
purchases or sales; and (3) any natural person in a control
relationship to the Trust who obtains information concerning
recommendations made to the Trust with regard to the purchase
or sale of a security.
For purposes of this Code of Ethics, an "Access Person" does
not include any person who is subject to the securities
transaction pre-clearance requirements and securities
transaction reporting requirements of the Code of Ethics
adopted by the Trust's investment adviser or principal
underwriter in compliance with Rule 17j-1 under the 1940 Act.
B. "Restricted Trustee" or "Restricted Officer" means each
trustee or officer of the Trust who is not also a trustee,
director, officer, partner, employee or controlling person of
the Trust's investment adviser, sub-adviser, administrator,
custodian, transfer agent, or distributor.
C. An Access Person's "immediate family" includes a spouse, minor
children and adults living in the same household as the Access
Person.
D. A security is "held or to be acquired" if within the most
recent 15 days it (1) is or has been held by the Trust, or (2)
is being or has been considered by the Trust or its investment
adviser or sub-adviser for purchase by the Trust. A purchase
or sale includes the writing of an option to purchase or sell
and any security that is exchangeable for or convertible into,
any security that is held or to be acquired by the Trust.
E. An "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, the issuer of
which, immediately before the registration, was not subject to
the reporting requirements of Sections 13 or 15(d) of the
Securities Exchange Act of 1934.
F. "Investment Personnel" of the Trust means:
(a) Any employee of the Trust (or of any company
in a control relationship to the Trust) who, in connection
with his or her regular functions or duties, makes or
participates in making recommendations regarding the purchase
or sale of securities by the Trust.
(b) Any natural person who controls the Trust and
who obtains information concerning recommendations made to the
Trust regarding the purchase or sale of securities by the
Trust.
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G. A "Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to
Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule
505, or Rule 506 under the Securities Act of 1933.
H. "Covered Security" means a security as defined in Section
2(a)(36) of the 1940 Act, except that it does not include
direct obligations of the Government of the United States;
banker's acceptances; bank certificates of deposit; commercial
paper; high quality short-term debt instruments (any
instrument having a maturity at issuance of less than 366 days
and that is rated in one of the two highest rating categories
by a nationally recognized statistical rating organization),
including repurchase agreements; and shares of registered
open-end investment companies.
I. "De Minimis Security" means securities issued by any company
included in the Standard & Poor's 500 Stock Index and in an
amount less than [______].
IV. Policies of the Trust Regarding Personal Securities Transactions.
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A. General Policy.
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No Access Person of the Trust shall engage in any act,
practice or course of business that would violate the
provisions of Rule 17j-1(b) set forth above, or in connection
with any personal investment activity, engage in conduct
inconsistent with this Code of Ethics.
B. Specific Policies.
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1. Restrictions on Personal Securities Transactions By Access
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Persons Other Than Restricted Trustees and Restricted
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Officers.
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a. Except as provided below in paragraph IV.B.1.d, no
Access Person who is not a Restricted Trustee or
Restricted Officer may buy or sell Covered
Securities for his or her personal portfolio or
the portfolio of a member of his or her immediate
family without obtaining oral authorization from
the Compliance Officer of the Trust's investment
adviser prior to effecting such security
transaction.
A written authorization for such security
transaction will be provided by the investment
adviser's Compliance Officer to the person
receiving the authorization (if granted) and to
the Trust's administrator to memorialize the oral
authorization that was granted.
Note: If an Access Person has questions
as to whether purchasing or selling a
security for his or her personal
portfolio or the portfolio of a member
of his or her
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immediate family requires
prior oral authorization, the Access
Person should consult the investment
adviser's Compliance Officer for
clearance or denial of clearance to
trade prior to effecting any securities
transactions.
b. Pre-clearance approval under paragraph (a) will
expire at the close of business on the trading
day after the date on which oral authorization is
received, and the Access Person is required to
renew clearance for the transaction if the trade
is not completed before the authority expires.
c. No clearance will be given to an Access Person
other than a Restricted Trustee or Restricted
Officer to purchase or sell any Covered Security
(1) on a day when any portfolio of the Trust has
a pending "buy" or "sell" order in that same
Covered Security until that order is executed or
withdrawn or (2) when the Compliance Officer has
been advised by the investment adviser or sub-
adviser that the same Covered Security is being
considered for purchase or sale for any portfolio
of the Trust.
d. The pre-clearance requirements contained in
paragraph IV.B.1.a, above, shall not apply to the
following securities ("Exempt Securities"):
i. Securities that are not Covered
Securities;
ii. De Minimis Securities;
iii. Securities purchased or sold in a
transaction which is non-volitional on
the part of either the Access Person or
Trust;
iv. Securities acquired as part of an
automatic dividend reinvestment plan;
v. Securities acquired upon the exercise of
rights issued by an issuer pro rata to
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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; and
vi. Securities which the Trust's investment
portfolios are not permitted to purchase
under the investment objectives and
policies set forth in the Trust's then
current prospectus(es) under the
Securities Act of 1933 or the Trust's
registration statement on Form N-1A.
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e. The pre-clearance requirement contained in
paragraph IV.B.1.a, above, shall apply to all
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purchases of a beneficial interest in any
security, through an Initial Public Offering or a
Limited Offering by any Access Person who is also
classified as Investment Personnel. A record of
an decision and the reason supporting such
decision to approve the acquisition by Investment
Personnel of Initial Public Offerings or Limited
Offerings shall be made by the Compliance
Officer.
2. Restrictions on Personal Securities Transactions by
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Restricted Trustees and Restricted Officers.
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The Trust recognizes that a Restricted Trustee and a
Restricted Officer do not have on-going, day-to-day
involvement with the operations of the Trust. In
addition, it has been the practice of the Trust to give
information about securities purchased or sold by the
Trust or considered for purchase or sale by the Trust to
Restricted Trustees and Restricted Officers in materials
circulated more than 15 days after such securities are
purchased or sold by the Trust or are considered for
purchase or sale by the Trust. Accordingly, the Trust
believes that less stringent controls are appropriate for
Restricted Trustees and Restricted Officers, as follows:
a. The securities pre-clearance requirement
contained in paragraph IV.B.1.a. above shall only
apply to a Restricted Trustee or Restricted
Officer if he or she knew or, in the ordinary
course of fulfilling his or her official duties
as a trustee or officer, should have known, that
during the fifteen day period before the
transaction in a Covered Security (other than an
Exempt Security) or at the time of the
transaction that the Covered Security purchased
or sold by him or her other than an Exempt
Security was also purchased or sold by the Trust
or considered for the purchase or sale by the
Trust.
b. If the pre-clearance provisions of the preceding
paragraph apply, no clearance will be given to a
Restricted Trustee or Restricted Officer to
purchase or sell any Covered Security (1) on a
day when any portfolio of the Trust has a pending
"buy" or "sell" order in that same Covered
Security until that order is executed or
withdrawn or (2) when the Compliance Officer has
been advised by the investment adviser or sub-
adviser that the same Covered Security is being
considered for purchase or sale for any portfolio
of the Trust.
V. Procedures.
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In order to provide the Trust with information to enable it to
determine with reasonable assurance whether the provisions of this Code
are being observed by its Access Persons:
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A. Each Access Person of the Trust other than a trustee who is
not an "interested person" of the Trust (as defined in the
1940 Act) will submit to the administrator an Initial Holdings
Report in the form attached hereto as Exhibit A that lists all
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Covered Securities beneficially owned1 by the Access Person
except as stated below. This report must be submitted within
ten days of becoming an Access Person (or for persons already
designated as Access Person within 10 days of the adoption of
this Code of Ethics), and must include the title of each
security, the number of shares held, and the principal amount
of the security. The Report must also include a list of any
securities accounts maintained with any broker, dealer or
bank.
B. Each Access Person of the Trust other than a trustee who is
not an "interested person" of the Trust (as defined in the
1940 Act) shall also submit to the administrator an Annual
Holdings Report attached hereto as Exhibit A no later than
thirty days after the end of the calendar year. Except as
stated below, the Annual Holdings Report must list all Covered
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Securities beneficially owned by the Access Person, the title
of each security, the number of shares held, and the principal
amount of the security, as well as a list of any securities
accounts maintained with any broker, dealer or banks.
C. Each Access Person of the Trust other than a Restricted
Trustee or Restricted Officer shall direct his or her broker
to supply to the Compliance Officer of the Trust's
administrator, on a timely basis, duplicate copies of
confirmations of all securities transactions in which the
person has, or by reason of such transaction acquires any
direct or indirect beneficial ownership and copies of periodic
statements for all securities accounts.
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1. You will be treated as the "beneficial owner" of a security under this
policy only if you have a direct or indirect pecuniary interest in the security.
(a) A direct pecuniary interest is the opportunity, directly or
indirectly, to profit, or to share the profit, from the
transaction.
(b) An indirect pecuniary interest is any nondirect financial
interest, but is specifically defined in the rules to include
securities held by members of your immediate family sharing
the same household; securities held by a partnership of which
you are a general partner; securities held by a trust of which
you are the settlor if you can revoke the trust without the
consent of another person, or a beneficiary if you have or
share investment control with the trustee; and equity
securities which may be acquired upon exercise of an option or
other right, or through conversion.
For interpretive guidance on this test, you should consult
counsel.
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D. Except as stated below, each Access Person of the Trust, other
than a trustee who is not an "interested person" (as defined in
the 1940 Act), shall submit reports in the form attached hereto
as Exhibit B to the Trust's administrator, showing all
transactions in Covered Securities in which the person has, or by
reason of such transaction acquires, any direct or indirect
beneficial ownership, as well as all accounts established with
brokers, dealers or banks during the quarter in which any Covered
Securities were held for the direct or indirect beneficial
interest of the Access Person./2/ Such reports shall be filed no
later than 10 days after the end of each calendar quarter. An
Access Person of the Trust need not make a quarterly transaction
report under this paragraph if all of the information required by
this paragraph D is contained in the brokerage confirmations or
account statements required to be submitted under paragraph V.C.
and is received by the administrator in the time period stated
above.
E. Each trustee who is not an "interested person" of the Trust need
not make an initial or annual holdings report but shall submit
the same quarterly report as required under paragraph V.D. to the
administrator, but only for a transaction in a Covered Security
(except as stated below) where he or she knew at the time of the
transaction or, in the ordinary course of fulfilling his or her
official duties as a trustee or officer, should have known that
during the 15-day period immediately preceding or after the date
of the transaction, such Covered Security is or was purchased or
sold, or considered for purchase or sale, by the Trust.
F. The reporting requirements of this Section V do not apply to
securities transactions effected for, and any Covered Securities
held in any account over which an Access Person does not have any
direct or indirect influence or control.
G. The administrator of the Trust shall notify each Access Person of
the Trust who may be subject to the pre-clearance requirement or
required to make reports pursuant to this Code of Ethics that
such person is subject to the pre-clearance or reporting
requirements and shall deliver a copy of this Code of Ethics to
each such person.
H. The administrator of the Trust shall review the initial holdings
reports, annual holdings reports, and quarterly transaction
reports received, and as appropriate compare the reports with the
pre-clearance authorization received, and report to the Trust's
Board of Trustees:
a. with respect to any transaction that appears to
evidence a possible violation of this Code of Ethics;
and
b. apparent violations of the reporting requirement stated
herein.
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2. See footnote 1 above.
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I. The Board shall consider reports made to it hereunder and shall
determine whether the policies established in Sections IV and V
of this Code of Ethics have been violated, and what sanctions, if
any, should be imposed on the violator, including but not limited
to a letter of censure, suspension or termination of the
employment of the violator, or the unwinding of the transaction
and the disgorgement of any profits to the Trust. The Board shall
review the operation of this Code of Ethics at least once a year.
J. The Trust's investment adviser, sub-advisers and principal
underwriter shall adopt, maintain and enforce separate codes of
ethics with respect to their personnel in compliance with Rule
17j-1 under the 1940 Act, and shall forward to the Trust's
administrator and the Trust's counsel copies of such codes and
all future amendments and modifications thereto. The Board
Trustees, including a majority of the trustees who are not
"interested persons" of the Trust (as defined in the 1940 Act),
shall approve this Code of Ethics, and the codes of ethics of
each investment adviser and principal underwriter of the Trust,
and any material amendments to such codes. Such approval must be
based on a determination that such codes contain provisions
reasonably necessary to prevent Access Persons of the Trust from
engaging in any conduct prohibited under such codes and under
Rule 17j-1 under the 1940 Act. The Board shall review and approve
such codes at least once a year. Furthermore, any material
changes to an investment adviser's or principal underwriter's
code will be approved by the Board at the next scheduled
quarterly board meeting and in no case more than six months after
such change. Before approving any material amendments to the
investment adviser's, sub-adviser's or principal underwriter's
code of ethics, the Board must receive a certification from the
investment adviser, sub-adviser or principal underwriter that it
has adopted procedures reasonably necessary to prevent Access
Persons from violating its code of ethics and under Rule 17j-1
under the 1940 Act.
K. At each quarterly Board of Trustees' meeting, the administrator
(on behalf of the Trust), investment adviser, sub-advisers and
principal underwriter of the Trust shall provide a written report
to the Trust's Board of Trustees stating:
a. any reported securities transaction that occurred
during the prior quarter that may have been
inconsistent with the provisions of the codes of ethics
adopted by the Trust's investment adviser, sub-advisers
or principal underwriter; and
b. all disciplinary actions/3/ taken in response to such
violations.
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3. Disciplinary action includes but is not limited to any action that has a
material financial effect upon the employee, such as fining, suspending, or
demoting the employee, imposing a substantial fine or requiring the disgorgement
of profits.
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L. At least once a year, the administrator shall provide to the
Board with respect to this Code of Ethics, and the Company's
investment adviser, sub-adviser and principal underwriter shall
provide the Board with respect to their codes of ethics, a
written report which contains: (a) a summary of existing
procedures concerning personal investing by advisory persons and
any changes in the procedures during the past year; (b) an
evaluation of current compliance procedures and a report on any
recommended changes in existing restrictions or procedures based
upon the Trust's experience under this Code of Ethics, industry
practices, or developments in applicable laws and regulations;
(c) a description of any issues arising under the Code of Ethics
or procedures since the last report, including but not limited
to, information about material violations of the code or
procedures and sanctions imposed in response to material
violations; and (d) a certification that the procedures which
have been adopted are those reasonably necessary to prevent
Access Persons from violating the respective Codes of Ethics.
M. This Code of Ethics, the codes of the investment adviser, sub-
advisers and principal underwriter, a record of any violation of
such codes and any action taken as a result of the violation, a
copy of each report by an Access Person, any written report
hereunder by the Trust's administrator, investment adviser, sub-
advisers or principal underwriter, records of approvals relating
to Initial Public Offerings and Limited Offerings, lists of all
persons required to make reports and a list of all persons
responsible for reviewing such reports shall be preserved with
the Trust's records for the period and the manner required by
Rule 17j-1.
VI. Certification.
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Each Access Person will be required to certify annually that he or she
has read and understood this Code of Ethics, and will abide by it. Each Access
Person will further certify that he or she has disclosed or reported all
personal securities transactions required to be disclosed or reported under the
Code of Ethics. A form of such certification is attached hereto as Exhibit B.
The Board of Trustees
of Excelsior Institutional Trust
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Exhibit A
EXCELSIOR INSTITUTIONAL TRUST
Holdings Report
For the Year/Period Ended____________________________________
(month/day/year)
[_] Check Here if this is an Initial Holdings Report
To: Chase Global Funds Service Company, as Co-Administrator of the above
listed Trust
As of the calendar year/period referred to above, I have a
direct or indirect beneficial ownership interest in the securities listed below
which are required to be reported pursuant to the Code of Ethics of the Company:
Title of Number of Principal
Security Shares Amount
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The name of any broker, dealer or bank with whom I maintain an
account in which my securities are held for my direct or indirect benefit are as
follows:
This report (i) excludes transactions with respect to which I
had no direct or indirect influence or control, (ii) excludes other transactions
not required to be reported, and (iii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
Signature: ____________________
Print Name: ____________________
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Exhibit B
EXCELSIOR INSTITUTIONAL TRUST
Securities Transaction Report
For the Calendar Quarter Ended_______________________________
(month/day/year)
To: Chase Global Funds Service Company, as Co-Administrator of the above
listed Trust
During the quarter referred to above, the following
transactions were effect in securities of which I had, or by reason of such
transaction acquired, direct or indirect beneficial ownership, and which are
required to be reported pursuant to the Code of Ethics of the Company:
<TABLE>
<CAPTION>
Interest
Number of Rate and Nature of Broker/Dealer
Shares or Maturity Dollar Transaction or Bank
Title of Date of Principal Date (if Amount of (Purchase, Through Whom
Security Transaction Amount applicable) Transaction Sale, Other) Price Effected
-------- ----------- ------ ----------- ----------- ------------ ----- --------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
For each Access Person of the Company, other than a director
who is not an "interested person" (as defined in the 1940 Act), provide the
following information with respect to any account established by you during the
quarter referred to above in which securities were held during the quarter for
your direct or indirect benefit:
1. The name of the broker, dealer or bank with whom you
established the account.
2. The date the account was established.
This report (i) excludes transactions with respect to which I
had no direct or indirect influence or control, (ii) excludes other transactions
not required to be reported, and (iii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
Signature: ___________________
Print Name: ___________________
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Exhibit C
EXCELSIOR INSTITUTIONAL TRUST
ANNUAL CERTIFICATE
Pursuant to the requirements of the Code of Ethics of
Excelsior Institutional Trust (the "Trust"), the undersigned hereby certifies as
follows:
1. I have read the Trust's Code of Ethics.
2. I understand the Code of Ethics and acknowledge that
I am subject to it.
3. Since the date of the last Annual Certificate (if
any) given pursuant to the Code of Ethics, I have
reported all personal securities transactions and
provided any securities holding reports required to
be reported under the requirements of the Code of
Ethics.
Date: _______________________ ______________________________
Print Name
______________________________
Signature
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