<PAGE>
CODE OF ETHICS
OF
HEITMAN/PRA SECURITIES ADVISORS LLC
PREAMBLE
--------
This Code of Ethics is being adopted in compliance with the requirements of
Rule 17j-1 (the "Rule") adopted by the United States Securities and Exchange
Commission under the Investment Company Act of 1940 (the "Act"), and Sections
204A and 206 of the Investment Advisers Act of 1940 (the "Advisers Act"),
specifically Rule 204-2 thereunder, to effectuate the purposes and objectives of
those provisions. Section 204A of the Advisers Act requires the establishment
and enforcement of policies and procedures reasonably designed to prevent the
misuse of material, nonpublic information by investment advisers. Rule 204-2
imposes recordkeeping requirements with respect to personal securities
transactions of advisory representatives (defined below). Rule 17j-1 of the
Investment Company Act and Section 206 of the Advisers Act make the following
activities unlawful for certain persons, including any employee of Heitman/PRA
Securities Advisors LLC (the "Firm") in connection with the purchase or sale by
such person of a security held or to be acquired by any "Portfolio" of the
"Firm":
1. To employ a device, scheme or artifice to defraud a
Portfolio, a Fund, any client or prospective client;
2. To make to a Portfolio, a Fund, any client or
prospective client, any untrue statement of a material
fact or omit to state a material fact necessary in order
to make the statements made, in light of the
circumstances in 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 a Portfolio, a Fund, any client or prospective
client; or
4. Acting as principal for his/her own account, knowingly
to sell any security to or purchase any security from a
client, or acting as a broker for a person other than
such client, knowingly to effect any sale or purchase of
any security for the account of such client, without
disclosing to such client in writing before the
completion of such transaction the capacity in which
he/she is acting and obtaining the consent of the client
to such transaction. The prohibitions of this paragraph
(4) shall not apply to any transaction with a customer
of a bank broker or dealer if such broker or dealer is
not acting as an investment adviser in relation to such
transaction; or
5. To engage in any act, practice, or course of business
which is fraudulent, deceptive or manipulative.
This Code contains provisions reasonably necessary to prevent persons from
engaging in acts in violation of the above standard and procedures reasonably
necessary to prevent violations of the Code.
The Board of Managers of the Firm adopts this Code of Ethics. This Code is
based upon the principle that the managers and officers of the Firm, and certain
affiliated persons of the Firm, owe a fiduciary duty to, among others, the
clients of the Firm to conduct their affairs, including their personal
securities transactions, in such a manner as to avoid (i) serving their own
personal interests ahead of clients; (ii) taking inappropriate advantage of
their position with the Firm; and (iii) any
<PAGE>
actual or potential conflicts of interest or any abuse of their position of
trust and responsibility. This fiduciary duty includes the duty of the
Compliance Officer of the Firm to report violations of this Code of Ethics to
the Firm's Board of Managers and to the Board of Directors of any Fund advised
or subadvised by the Firm.
POLICY STATEMENT ON INSIDER TRADING
-----------------------------------
The Firm forbids any officer, manager or employee from trading, either
personally or on behalf of others, including accounts managed by the Firm, on
material nonpublic information or communicating material nonpublic information
to others in violation of the law. This conduct is frequently referred to as
"insider trading." The Firm's policy applies to every officer, manager and
employee and extends to activities within and outside their duties at the Firm.
Any questions regarding the Firm's policy and procedures should be referred to
the Compliance Officer.
The term "insider trading" is not defined in the federal securities
laws, but generally is used to refer to the use of material nonpublic
information to trade in securities (whether or not one is an "insider") or to
communications of material nonpublic information to others.
While the law concerning insider trading is not static, it is
generally understood that the law prohibits:
1) trading by an insider, while in possession of material nonpublic
information, or
2) trading by a non-insider, while in possession of material
nonpublic information, where the information either was disclosed
to the non-insider in violation of an insider's duty to keep it
confidential or was misappropriated, or
3) communicating material nonpublic information to others.
The concept of "insider" is broad. It includes officers, managers and
employees of a company. In addition, a person can be a "temporary insider" if he
or she enters into a special confidential relationship in the conduct of a
company's affairs and as a result is given access to information solely for the
company's purposes. A temporary insider can include, among others, a company's
attorneys, accountants, consultants, bank lending officers, and the employees of
such organizations. In addition, the Firm may become a temporary insider of a
company it advises or for which it performs other services. For that to occur
the company must expect the Firm to keep the disclosed nonpublic information
confidential and the relationship must at least imply such a duty before the
Firm will be considered an insider.
Trading on inside information is not a basis for liability unless the
information is material. "Material information" generally is defined as
information for which there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions,
or information that is reasonably certain to have a substantial effect on the
price of a company's securities. Information that officers, managers and
employees should consider material includes, but is not limited to: dividend
changes, earnings estimates, changes in previously released earnings estimates,
significant merger or acquisition proposals or agreements, major litigation,
liquidation problems, and extraordinary management developments.
2
<PAGE>
Information is nonpublic until it has been effectively communicated to
the market place. One must be able to point to some fact to show that the
information is generally public. For example, information found in a report
filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The
--------- ------------------------- ---
Wall Street Journal or other publications of general circulation would be
-------------------
considered public.
Before trading for yourself or others in the securities of a company
about which you may have potential inside information, ask yourself the
following questions:
i. Is the information material? Is this information that an
investor would consider important in making his or her investment
decisions? Is this information that would substantially effect
the market price of the securities if generally disclosed?
ii. Is the information nonpublic? To whom has this information been
provided? Has the information been effectively communicated to
the marketplace?
If, after consideration of the above, you believe that the information
is material and nonpublic, or if you have questions as to whether the
information is material and nonpublic, you should take the following steps.
i. Report the matter immediately to the Compliance Officer.
ii. Do not purchase or sell the securities on behalf of yourself or
others.
iii. Do not communicate the information inside or outside the Firm,
other than to the Compliance Officer.
iv. After the Compliance Officer has reviewed the issue, you will be
instructed to continue the prohibitions against trading and
communication, or you will be allowed to trade and communicate
the information.
Information in your possession that you identify as material and
nonpublic may not be communicated to anyone, including persons within the Firm,
except as provided above. In addition, care should be taken so that such
information is secure. For example, files containing material nonpublic
information should be sealed; access to computer files containing material
nonpublic information should be restricted.
The role of the Compliance Officer is critical to the implementation
and maintenance of the Firm's policy and procedures against insider trading.
The Firm's Supervisory Procedures can be divided into two classifications -
prevention of insider trading and detection of insider trading.
To prevent insider trading, the Firm will:
i. provide, on a regular basis, an educational program to
familiarize officers, managers and employees with the Firm's
policy and procedures, and
ii. when it has been determined that an officer, manager or employee
of the Firm has material nonpublic information,
3
<PAGE>
1. implement measures to prevent dissemination of such
information, and
2. if necessary, restrict officers, managers and employees from
trading the securities.
To detect insider trading, the Compliance Officer will:
i. review the trading activity reports filed by each officer,
manager and employee, and
ii. review the trading activity of accounts managed by the Firm.
A. DEFINITIONS
1. "Access person" means any manager, officer, general partner or advisory
representative of the Firm.
2. "Advisory representative means any employee, who in connection with his or
her regular functions or duties, normally makes, participates in, or
otherwise obtains current information regarding the purchase or sale of a
security by the Firm, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and any natural
person in a control relationship to the Firm who obtains information
concerning recommendations made concerning a purchase or sale of a
Security. This definition includes but is not limited to the following:
partner, officer, manager, "Investment Person", "Portfolio Manager" and
any other employee of the Adviser designated as an "Advisory
Representative" from time to time by the Compliance Officer.
3. "Non-Advisory Representative" means any individual who has no contact with
information regarding the purchases or sales of Securities made by the
Firm in his or her regular functions or duties. However, such individuals
are subject to the Preamble and Policy Statement on Insider Trading
contained in this Code.
4. "Affiliated company" means a company which is an affiliated person, as
defined in the 1940 Act.
5. "Affiliated person" of another person means (a) any person directly or
indirectly owning, controlling, or holding with power to vote, five (5%)
percent or more of the outstanding voting securities of such other person;
(b) any person five (5%) percent or more of whose outstanding voting
securities are directly or indirectly owned, controlled, or held with
power to vote, by such other person; (c) any person directly or indirectly
controlling, controlled by, or under common control with, such other
person; (d) any officer, manager, partner, copartner, or employee of such
other person; (e) if such other person is an investment company, any
investment adviser thereof or any member of an advisory board thereof; and
(f) if such other person is an unincorporated investment company not
having a board of managers, the depositor thereof.
6. "Beneficial ownership" shall be interpreted in the same manner as it would
be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") in determining whether a person is the beneficial
owner of a security for purposes of Section 16 of the 1934 Act and the
rules and regulations thereunder, that, generally speaking, encompasses
those situations where the beneficial owner has the right to enjoy a
direct or
4
<PAGE>
indirect economic benefit from the ownership of the security. A person is
normally regarded as the beneficial owner of securities held in (i) the
name of his or her spouse, domestic partner, minor children, or other
relatives living in his or her household; (ii) a trust, estate or other
account in which he/she has a present or future interest in the income,
principal or right to obtain title to the securities; or (iii) the name of
another person or entity by reason of any contract, understanding,
relationship, agreement or other arrangement whereby he or she obtains
benefits substantially equivalent to those of ownership.
7. "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 twenty-five (25%) percent of the voting securities of a company
shall be presumed to control such company. Any person who does not so own
more than twenty-five (25%) percent of the voting securities of any
company shall be presumed not to control such company. A natural person
shall be presumed not to be a controlled person.
8. "Disclosable transaction" means any transaction in a security pursuant to
which an access person would have a beneficial ownership.
9. "Firm" means the investment adviser registered with the Securities and
Exchange Commission under the Investment Advisers Act of 1940, subject to
this Code of Ethics.
10. "Fund" means any investment vehicle registered under the Investment
Company Act of 1940 for which the Firm acts as manager, adviser or
subadviser.
11. "Non-interested" Director means a director or trustee who is not an
interested person.
12. "Interested Person" of another person, when used with respect to a Fund,
means (i) any affiliated person of the Fund; (ii) any member of the
immediate family of any natural person who is an affiliated person of the
Fund; (iii) any interested person of any investment adviser of or
principal underwriter for the Fund; (iv) any person or partner or employee
of any person who at any time since the beginning of the last two
completed fiscal years of the Fund has acted as legal counsel for the
Fund; (v) any broker or dealer registered under the Securities Exchange
Act of 1934 or any affiliated person of such a broker or dealer; or (vi)
any natural person whom the Commission by order shall have determined to
be an interested person by reason of having had, at any time since the
beginning of the last two completed fiscal years of the Fund, a material
business or professional relationship with the Fund or with the principal
executive officer of such company or with any other investment company
having the same investment adviser or principal underwriter or with the
principal executive officer of such other investment company, provided,
--------
that no person shall be deemed to be an interested person of an investment
company solely by reason of (aa) his being a member of its Board of
Directors or advisory board or an owner of its securities, or (bb) his
membership in the immediate family of any person specified in clause (aa)
of this proviso.
13. "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 1934 Act.
14. "Investment Personnel" means (a) any Portfolio Manager of the Firm; (b)
any employee of the Firm (or of any company in a control relationship to a
Fund or the Firm) who, in connection with his regular functions or duties,
makes or participates in making recommendations regarding the purchase or
sale of securities by the Firm, including
5
<PAGE>
securities analysts and traders; or (c) any person who controls a Fund or
the Firm and who obtains information concerning recommendations made to
any Fund or a Portfolio regarding the purchase or sale of securities by
the Fund or Portfolio.
15. "Limited Offering" means an offering that is exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act")
pursuant to Section 4(2) or Section 4(6) or Rules 504, 505 or 506 under
the Securities Act. Limited offerings are commonly referred to as private
placements.
16. "Person" means a natural person or a company.
17. "Portfolio" means any account, trust or other investment vehicle (except
"Fund") over which the Firm has investment management discretion.
18. "Portfolio Manager" means an employee of the Firm entrusted with the
direct responsibility and authority to make investment decisions affecting
the Portfolios or Funds managed by the Firm.
19. "Purchase or sale of a security" includes, among other things, the writing
of an option to purchase or sell a Security.
20. "Security Held or to be Acquired" means (i) any security which, within the
most recent 15 days, is or has been held by a Fund or Portfolio, or is
being or has been considered for purchase by a Fund or Portfolio, or (ii)
any option to purchase or sell and any security convertible into or
exchangeable for a Security.
21. "Security" shall have the meaning set forth in Section 202(a)(18) of the
Advisers Act and Section 2(a)(36) of the 1940 Investment Company Act.
Further, for purposes of this Code, "Security" shall include any
commodities contracts as defined in Section 2(a)(1)(A) of the Commodity
Exchange Act. This definition includes but is not limited to futures
contracts on equity indices.
"Security" shall not include direct obligations of the Government of the
United States, bankers' acceptances, bank certificates of deposit, high
quality short-term debt instruments (maturity of less than 366 days at
issuance and rated in one of the two highest rating categories by a Nationally
Recognized Statistical Rating Organization), including repurchase agreements,
commercial paper and shares of money market funds that limit their investments
to the exempted securities enumerated above. Also excluded from the
definition are any registered open-end investment companies (e.g. open-end
mutual funds). Any question as to whether a particular investment constitutes
a "Security" should be referred to the Compliance Officer of the Firm.
B. PROHIBITED TRANSACTIONS
No access person or advisory representative shall engage in any act,
practice or course of conduct, which would violate the provisions of Rule 17j-1
of the Investment Company Act or Section 206 of the Investment Advisers Act as
set forth above.
Note: The Portfolios of UAM Funds, Inc., UAM Funds, Inc. II and UAM Funds
Trust are managed by investment advisers that are subsidiaries of or
organizations otherwise affiliated with United Asset Management Corporation
(the "Management Companies"). Under the organizational structure of the
Management Companies, the entities maintain separate offices, independent
operations and autonomy when making investment decisions. In view
6
<PAGE>
of these circumstances, advisory personnel of the Management Companies who
are defined as "access persons" under the 1940 Act, under normal
circumstances would have no knowledge of proposed securities transactions,
pending "buy" or "sell" orders in a security, or the execution or
withdrawal of an order for any other UAM Portfolio or account for which a
different Management Company serves as investment adviser. To restrict the
flow of investment information related to the UAM Portfolios, access
persons at a Management Company are prohibited from disclosing pending
"buy" or "sell" orders for a UAM Portfolio or account to any employees of
any other Management Company until the order is executed or withdrawn. The
Management Companies shall implement procedures designed to achieve
employee awareness of this prohibition.
1. Access Persons
Except as provided in Section C below, no access person/advisory
representative shall:
(a) purchase or sell, directly or indirectly, any security in which
he/she has or by reason of such transaction acquires, any direct
or indirect beneficial ownership and which to his/her actual
------
knowledge at the time of such purchase or sale:
---------
(1) is being considered for purchase or sale by any
Portfolio or Fund managed by the Firm, or
(2) is being purchased or sold by any Portfolio or Fund
managed by the Firm; or
(b) disclose to other persons the securities activities engaged in or
contemplated for the various Portfolios or Funds managed by the
Firm.
2. Investment Personnel
In addition to the prohibitions listed in Section B(1) above, no investment
personnel shall engage in any of the following:
(a) accept any gift or other thing of more than de minimus value from any
person or entity that does business with or on behalf of the Firm. For
purposes of this Code, "de minimus" shall be considered to be the
annual receipt of gifts from the same source valued at $500 or less
per individual recipient, when the gifts are in relation to the Firm's
business.
(b) acquire a beneficial interest in any securities in an initial public
offering ("IPO") or other limited offerings commonly referred to as
private placements, without prior written approval of the compliance
officer of the Firm, or other officer designated by the Board of
Managers. The respective compliance officer must maintain a record of
any decision, and the reasons supporting the decision, to approve the
investment personnel's acquisition of an IPO or private placement for
at least five years after the end of the fiscal year in which the
approval was granted.
Before granting such approval the compliance officer (or other
designee) should carefully evaluate such investment to determine that
the investment could create no material conflict between the
investment personnel and a Portfolio or Fund. The compliance officer
may make such determination by looking at, among other things, the
nature of the offering and the particular facts surrounding the
purchase. For example, the compliance officer may consider approving
the transaction if the compliance officer (or designee) can determine
that: (i) the investment did not result from directing Fund, Portfolio
or Firm business to the underwriter or issuer of the security; (ii)
the Investment Personnel is not misappropriating an opportunity that
should have been offered to the Fund or Portfolio; and (iii) an
Investment Person's investment decisions for the Fund or Portfolio
will not be unduly influenced by his
7
<PAGE>
or her personal holdings and investment decisions are based solely on
the best interests of Fund or Portfolio. Any person authorized to
purchase securities in an IPO or private placement shall disclose that
investment when they play a part in a Fund's or Portfolio's subsequent
consideration of an investment in that issuer. In such circumstances,
a Fund's or Portfolio's decision to purchase securities of the issuer
shall be subject to independent review by investment personnel with no
personal interest in the issuer.
(c) profit in the purchase and sale, or sale and purchase, of the
same (or equivalent) securities within sixty (60) calendar days.
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 appropriate
Portfolio(s) or Fund(s) of the Firm.
Exception: The compliance officer of the Firm may allow
exceptions to this policy on a case-by-case basis when the
abusive practices that the policy is designed to prevent, such as
front running 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. [See Pre-Clearance
Procedures below]. The ban on short-term trading profits is
specifically designed to deter potential conflicts of interest
and front running transactions, which typically involve a quick
trading pattern to capitalize on a short-lived market impact of a
trade by one of the Fund's portfolios. The respective compliance
officer shall consider the policy reasons for the ban on short-
term trades, as stated herein, in determining when an exception
to the prohibition is permissible. The compliance officer may
consider granting an exception to this prohibition if the
securities involved in the transaction are not (i) being
considered for purchase or sale by a Fund or Portfolio that
serves as the basis of the individual's "investment personnel"
status or (ii) being purchased or sold by a Fund or Portfolio
that serves as the basis of the individual's "investment
personnel" status and, are not economically related to such
securities. In order for a proposed transaction to be considered
for exemption from the short-term trading prohibitions, the
investment personnel must complete, sign and submit to the
compliance officer a completed Securities Transactions Report
Relating to Short-Term Trading (Exhibit D), certifying that the
proposed transaction is in compliance with this Code of Ethics.
The respective compliance officer shall retain a record of
exceptions granted and the reasons supporting the decision.
(d) serve on the Board of Directors of any publicly traded company
without prior authorization of the President or other duly
authorized officer of the Firm. Any such authorization shall be
based upon a determination that the board service would be
consistent with the interests of the Firm, any Portfolios or
Funds. Authorization of board service shall be subject to the
implementation by the Firm of "Chinese Wall" or other procedures
to isolate such investment personnel from making decisions about
trading in that company's securities. Notification of such
directorships shall be made to the compliance officer of the
Funds.
3. Portfolio Managers
In addition to the prohibitions listed in Sections B(1) and (2) above,
no portfolio manager shall:
(a) buy or sell a security within seven (7) calendar days before or
two (2) calendar days after any portfolio of the Firm 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 period shall be disgorged to the
appropriate client portfolio.
8
<PAGE>
C. EXEMPTED TRANSACTIONS
Transactions described in Sections B(1), B(2)(c) and B(3) above, which
appear upon reasonable inquiry and investigation to present no reasonable
likelihood of harm to a Fund or Portfolio and which are otherwise
transacted in accordance with Investment Company Act Rule 17j-1 and
Section 206 of the Investment Company Act may be permitted within the
discretion of the compliance officer of the Firm on a case-by-case basis.
Such exempted transactions may include:
1. purchases or sales of securities which are not eligible for purchase
by a Fund or Portfolio and which are not related economically to
securities purchased, sold or held by the Fund or a Portfolio.
2. securities of companies with a market capitalization in excess of $1
billion.
3. purchases or sales of a de minimus amount of securities. A de minimus
amount of securities shall be defined in this section of the Code of
Ethics as:
(a) up to an aggregate $25,000 principal amount of a fixed income
security within any three-consecutive month period;
(b) up to an aggregate 100 shares of an equity security within any
three-consecutive month period; or
(c) any amount of securities if the proposed acquisition or
disposition by a Fund or Portfolio is in the amount of 1,000
shares or less and the security is listed on a national
securities exchange or the National Association of Securities
Dealers Automated Quotation System.
4. Securities which the access person, Fund and/or Portfolio has no
influence or control, including:
(a) purchases or sales effected in any account over which the access
person has no direct or indirect influence or control;
(b) purchases or sales which are non-volitional on the part of
either the access person or the Fund and/or Portfolio;
(c) purchases which are part of an automatic dividend reinvestment
plan or direct stock plan (pending preclearance of the original
purchase); and
(d) securities acquired by the exercise of rights issued pro rata by
an issuer 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. Holdings in direct obligations of the U.S. government, bankers'
acceptances, bank certificates of deposit, commercial paper, high
quality short-term debt instruments and registered open-end
investment companies.
D. COMPLIANCE PROCEDURES
9
<PAGE>
With respect to the pre-clearance and reporting requirements contained
herein, access persons shall pre-clear through and report to the compliance
officer of the Firm.
1. Pre-clearance Procedures
All access persons must receive prior written approval from the Firm's
compliance officer, or other officer designated by the Board of Managers,
before purchasing or selling securities in an account that such access
person has beneficial ownership. The access person should request pre-
clearance by completing, signing and submitting Personal Securities
Transactions Pre-Clearance Form (Exhibit E) to the compliance officer.
Pre-clearance approval will expire at the close of business on the trading
date two (2) business days after the date on which authorization is
received. For example, preclearance received Friday at 9:00 a.m. would
expire as of the close of business Monday. If the trade is not completed
before such pre-clearance expires, the access person is required to again
obtain pre-clearance for the trade. In addition, if an access person
becomes aware of any additional information with respect to a transaction
that was precleared, such person is obligated to disclose such information
to the appropriate compliance officer prior to executing the precleared
transaction.
Access persons are excluded from preclearing securities purchased, sold or
acquired in the following transactions:
(a) purchases or sales effected in any account over which the access person
has no direct or indirect influence or control.
(b) purchases or sales which are non-volitional on the part of either the
access person or the Fund and/or Portfolio.
(c) purchases which are part of an automatic dividend reinvestment plan or
direct stock plan (pending preclearance of the original purchase).
(d) securities acquired by the exercise of rights issued pro rata by an
issuer 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.
(e) holdings in direct obligations of the U.S. government, bankers'
acceptances, bank certificates of deposit, commercial paper, high
quality short-term debt instruments and registered open-end investment
companies are not disclosable transactions.
2. Disclosure of Personal Holdings
All access persons shall disclose to the compliance officer of the Firm:
(a) all personal securities holdings (including securities acquired before
the person became an access person) within ten (10) days upon the
later of commencement of employment or adoption of this Code of
Ethics; and
(b) The name of any broker, dealer or bank with whom the access person
maintains an account in which any securities were held for the direct
or indirect benefit of the access person must also be reported.
10
<PAGE>
Holdings in direct obligations of the U.S. government, bankers'
acceptances, bank certificates of deposit, commercial paper, high quality
short-term debt instruments and registered open-end investment companies
are not disclosable transactions.
The compliance officer of the Firm may, at its discretion, request access
persons to provide duplicate copies of confirmation of each disclosable
transaction in the accounts and account statements.
In addition to reporting securities holdings, every access person shall
certify in their initial report that:
(a) they have received, read and understand the Code of Ethics and
recognize that they are subject thereto; and
(b) they have no knowledge of the existence of any personal conflict of
interest relationship which may involve a Fund or Portfolio, such as
any economic relationship between their transactions and securities
held or to be acquired by a Fund or Portfolio.
This initial report shall be made on the form attached as Initial Report of
Access Person (Exhibit A) and shall be delivered to the compliance officer
of Fund or the compliance officer of the Firm, as the case may be.
3. Quarterly Reporting Requirements
All access persons shall disclose to the Firm's compliance officer all
personal securities transactions conducted during the period as of the
calendar quarter ended within ten (10) days after quarter end.
Transactions in direct obligations of the U.S. government, bankers'
acceptances, bank certificates of deposit, commercial paper, high quality
short-term debt instruments and registered open-end investment companies
are not disclosable transactions.
In addition to reporting securities holdings, every access person shall
disclose quarterly the:
(a) date of the transaction, title of the security, interest rate and
maturity date (if applicable), trade date, number of shares, and
principal amount of each security involved;
(b) the nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(d) the name of the broker, dealer or bank with or through whom the
transaction was effected; and
(d) the date the report is submitted to the compliance officer.
In addition, with respect to any account established by an access person in
which any securities were held during the quarter for the direct or
indirect benefit of the access person, the access person must provide:
(a) the name of the broker, dealer or bank with whom the access person
established the account;
(b) the date the account was established; and
11
<PAGE>
(c) the date the report is submitted by the access person.
This quarterly report shall be made on the form attached as Securities
Transactions for the Calendar Quarter Ended (Exhibit C) and shall be
delivered to the compliance officer of the Firm. In lieu of manually
filling out all of the information required by the form, access persons may
attach confirms and/or account statements to a signed form.
Annual Certification of Compliance with Code of Ethics
All access persons shall disclose to the compliance officer of the Firm all
personal securities holdings as of the calendar year ended within thirty
(30) days after year end. Holdings in direct obligations of the U.S.
government, bankers' acceptances, bank certificates of deposit, commercial
paper, high quality short-term debt instruments and registered open-end
investment companies are not disclosable holdings.
In addition to reporting securities holdings, every access person shall
certify annually that:
(a) they have read and understand the Code of Ethics and recognize that
they are subject thereto;
(b) they have complied with the requirements of the Code of Ethics; and
that they have reported all personal securities transactions required
to be reported pursuant to the requirements of the Code of Ethics;
(c) they have not disclosed pending "buy" or "sell" orders for a
Portfolio or Fund to any employees of any other Management Company,
except where the disclosure occurred subsequent to the execution or
withdrawal of an order; and
(d) they have no knowledge of the existence of any personal conflict of
interest relationship which may involve any Portfolio or Fund, such
as any economic relationship between their transactions and
securities held or to be acquired by a Fund or Portfolio.
This annual report shall be made on the form attached as Annual Report of
Access Person (Exhibit B) and shall be delivered to the compliance officer
of the Firm.
5. Reports to Compliance Officer
The compliance officer of the Firm shall provide, by the twelfth (12) day
after each quarter end, certification to the compliance officer of a Fund
that, as of the prior quarter end:
(a) the compliance officer of the Firm has collected all documentation
required by the Code of Ethics and Rule 17j-1 and is retaining such
documentation on behalf of the Fund;
there have been no violations to the Fund's Code of Ethics and, if
there have been violations to the Fund's Code of Ethics, the
violation has been documented and reported to the Fund's compliance
officer; and
(c) the Firm has appointed appropriate management or compliance
personnel, such as the compliance officer, to review transactions and
reports filed by access persons under the Code of Ethics, and adopted
procedures reasonably necessary to prevent access persons from
violating the Firm's Code of Ethics.
12
<PAGE>
Each quarter the compliance officer of the Firm shall also provide to the
compliance officer of each Fund a list of access persons who are subject to
the Fund's Code of Ethics and the name of the compliance officer of the
Firm responsible for preclearing and reviewing personal securities
transactions.
The compliance officer of the Firm shall provide such information,
including, but not limited to, initial, quarterly and annual reports for
all access persons, preclearance reports and approval for short term
transactions, IPO and private placement securities, as is requested by the
Fund's compliance officer.
6. General Reporting Requirements
The compliance officer of the Firm shall notify each access person that he
or she is subject to this Code of Ethics and the reporting requirements
contained herein, and shall deliver a copy of this Code of Ethics to each
such person when they become an access person, or upon request.
Reports submitted pursuant to this Code of Ethics shall be confidential and
shall be provided only to the officers and Directors of the Firm and each
Fund, Fund counsel and/or regulatory authorities upon appropriate request.
7. Excessive Trading
The Firm understands that it is appropriate for access persons to
participate in the public securities markets as part of their overall
personal investment programs. As in other areas, however, this should be
done in a way that creates no potential conflicts with the interests of any
Fund or Portfolio. Further, it is important to recognize that otherwise
appropriate trading, if excessive (measured in terms of frequency,
complexity of trading programs, numbers of trades or other measure as
deemed appropriate by the Fund's compliance officer, compliance officer of
the Firm, or senior management at the Firm), may compromise the best
interests of any Funds or Portfolios if such excessive trading is conducted
during work-time or using Fund/Portfolio resources. Accordingly, if
personal trading rising to such dimension as to create an environment that
is not consistent with the Code of Ethics, such personal transactions may
not be approved or may be limited by the compliance officer of the Firm.
8. Conflict of Interest
Every access personshall notify the compliance officer of the Firm of any
personal conflict of interest relationship which may involve the Fund or
Portfolio, such as the existence of any economic relationship between their
transactions and securities held or to be acquired by any Portfolio or
Fund. The Firm's Compliance Officer shall notify the compliance officer of
a Fund of any personal conflict of interest relationship which may involve
the Fund. Such notification shall occur in the pre-clearance process.
E. REPORTING OF VIOLATIONS TO THE BOARD OF DIRECTORS
The compliance officer of the Firm shall promptly report to the Compliance
officer of the Fund and Board of Directors of the Firm all apparent violations
of this Code of Ethics and the reporting requirements thereunder.
When the compliance officer of the Firm finds that a transaction otherwise
reportable to the Board of Directors pursuant to the Code could not reasonably
be found to have resulted in a fraud, deceit or manipulative practice in
violation of Rule 17j-1(a), he/she may, in his/her
13
<PAGE>
discretion, lodge a written memorandum of such finding and the reasons
therefor with the reports made pursuant to this Code of Ethics, in lieu of
reporting the transaction to the Board of Directors. Such finds shall,
however, be reported to the compliance officer of any respective Fund.
The Board of Directors of the Firm and the Fund, or a Committee of Directors
created by such Board of Directors for that purpose, shall consider reports
made to the Board of Directors hereunder and shall determine whether or not
this Code of Ethics has been violated and what sanctions, if any, should be
imposed.
F. ANNUAL REPORTING TO THE BOARD OF DIRECTORS
The Firm's compliance officer shall prepare an annual report relating to this
Code of Ethics to the Board of Directors of the Firm and the Fund. Such
annual report shall:
(a) summarize existing procedures concerning personal investing and any
changes in the procedures made during the past year;
(b) identify any violations requiring significant remedial action during
the past year; and
(c) identify any recommended changes in the existing restrictions or
procedures based upon the Firm's experience under its Code of Ethics,
evolving industry practices or developments in applicable laws or
regulations; and
(d) state that the Firm had adopted procedures reasonably necessary to
prevent access persons from violating the Code.
G. SANCTIONS
Upon discovering a violation of this Code, the Board of Directors of the Firm
or any Fund 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.
H. RETENTION OF RECORDS
The Firm shall maintain the following records as required under Rule 17j-1:
(a) a copy of any Code of Ethics in effect within the most recent five
years;
(b) a list of all persons required to make reports hereunder within the
most recent five years and a list of all persons who were responsible
for reviewing the reports, as shall be updated by the compliance
officer of the Firm;
(c) a copy of each report made by an access person hereunder and submitted
to the Firm's compliance officer for a period of five years from the
end of the fiscal year in which it was made;
(d) each memorandum made by the compliance officer of the Firm hereunder,
for a period of five years from the end of the fiscal year in which it
was made;
(e) a record of any violation hereof and any action taken as a result of
such violation, for a period of five years following the end of the
fiscal year in which the violation occurred; and
14
<PAGE>
(f) a copy of every report provided to the Firm's Board of Directors or a
Fund's compliance officer which describes any issues arising under the
Code of Ethics and certifies that the Firm has adopted procedures
reasonably necessary to prevent access persons from violating the Code
of Ethics.
15
