<PAGE>
CODE OF ETHICS
OF
UAM FUND DISTRIBUTORS, INC.
PREAMBLE
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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 (the "SEC") under the Investment Company Act of 1940, as amended (the
"1940 Act"), to effectuate the purposes and objectives of that Rule. The Rule
makes it unlawful for certain persons of UAM Fund Distributors, Inc., in
connection with the purchase or sale by such person of a security held or to be
acquired by any portfolio affiliated with United Asset Management Corporation
for which FDI acts as principal underwriter (together, the "Fund"), to:
. employ any device, scheme or artifice to defraud the Fund;
. make to the Fund any untrue statement of a material fact or omit to
state to the Fund a material fact necessary in order to make the
statements made, in light of the circumstances in which they are made,
not misleading;
. engage in any act, practice or course of business which operates or
would operate as a fraud or deceit upon the Fund; or
. engage in any manipulative practice with respect to the Fund.
The Rule also requires that the Fund and each investment adviser and principal
underwriter to the Fund adopt a written code of ethics containing provisions
reasonably necessary to prevent persons from engaging in acts in violation of
the above standard, and use reasonable diligence and institute procedures
reasonably necessary to prevent violations of the Code of Ethics.
This Code of Ethics is adopted by the Director of FDI in compliance with the
Rule. This Code of Ethics is based upon the principle that certain affiliated
persons of the Fund, including its investment advisers and principal
underwriter, owe a fiduciary duty to, among others, the shareholders of the Fund
to conduct their affairs, including their personal securities transactions, in
such manner to avoid (i) serving their own personal interests ahead of
shareholders; (ii) taking inappropriate advantage of their position with the
Fund; and (iii) any actual or potential conflicts of interest or any abuse of
their position of trust and responsibility. This fiduciary duty includes the
duty of FDI's compliance officer to report violations of this Code of Ethics to
the Fund's compliance officer. This Code may not be the only source of potential
restrictions when conducting personal securities transactions. If there are any
questions with respect to other potentially applicable restrictions, you should
contact FDI's compliance officer.
A. DEFINITIONS
1. "Access person" means any director, officer, or general partner of FDI who,
in the ordinary course of business, makes, participates in, or obtains
information regarding the purchase or sale of Securities by a Fund for
which FDI acts as principal underwriter or whose functions or duties relate
to the making of any recommendations with respect to such Fund's purchases
or sales of Securities.
2. "Affiliated company" means a company which is an affiliated person, as
defined in the 1940 Act.
3. "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
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other person; (c) any person directly or indirectly controlling, controlled
by, or under common control with, such other person; (d) any officer,
director, 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 directors, the
depositor thereof.
4. "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, which, generally speaking, encompasses
those situations where the beneficial owner has the right to enjoy a direct
or 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.
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 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.
6. "Person" means a natural person or a company.
7. "Purchase or sale of a security" includes, among other things, the writing
of an option to purchase or sell a Security.
8. "Security Held or to be Acquired" means (i) any security which, within the
most recent 15 days, is or has been held by the Fund, or is being or has
been considered by the Fund or its investment adviser for purchase by the
Fund, or, (ii) any option to purchase or sell and any security convertible
into or exchangeable for, a security.
9. "Security" means any security as defined Section 2(a)(36) of the 1940 Act,
except that it does not include direct obligations of the U.S. government,
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bankers' acceptances, bank certificates of deposit, commercial paper, high
quality short-term debt instruments (i.e. any instrument that has 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
Ratings Organization) including repurchase agreements, and shares of
registered open-end investment companies (mutual funds).
B. PROHIBITED TRANSACTIONS
No access person shall engage in any act, practice or course of conduct, which
would violate the provisions of Rule 17j-1 or, in connection with any personal
investment activity, engage in conduct inconsistent with this Code of Ethics.
Except as provided in Section C below, no access person shall:
(a) purchase or sell, directly or indirectly, any security in which
he has or by reason of such transaction acquires, any beneficial
ownership and which to his or her actual knowledge at the time of
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such purchase or sale:
2
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(1) is being considered for purchase or sale by any portfolio of
the Fund, or
(2) is being purchased or sold by any portfolio of the Fund.
(b) disclose to other persons the securities activities engaged in or
contemplated for the various portfolios of the Fund.
C. EXEMPTED TRANSACTIONS
The prohibited transactions described above, which appear upon reasonable
inquiry and investigation to present no reasonable likelihood of harm to the
Fund and which are otherwise transacted in accordance with Rule 17j-1 may be
permitted within the discretion of the compliance officer of the Fund or the
compliance officer of FDI on a case-by-case basis. Such exempted transactions
may include:
1. purchases or sales of securities which are not eligible for purchase by the
Fund and which are not related economically to securities purchased, sold
or held by the Fund.
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
the Fund 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 and/or Fund 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;
(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.
3
<PAGE>
D. COMPLIANCE PROCEDURES
With respect to the pre-clearance and reporting requirements contained herein,
access persons who are employees of the investment adviser for the Fund or
officers or directors of the Fund shall pre-clear through and report to the
compliance officer of the investment adviser or the compliance officer of the
Fund, as the case may be. All other access persons shall pre-clear through and
report to the compliance officer of the FDI.
1. Pre-clearance Procedures
All access persons must receive prior written approval from their
respective compliance officer, or other officer designated by the Board of
Directors, 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 A) 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.
(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 their respective compliance officer:
(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
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(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.
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 Fund or the compliance officer of FDI 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 the Fund, such as any
economic relationship between their transactions and securities
held or to be acquired by the Fund or any of its portfolios.
This initial report shall be made on the form attached as Initial Report of
Access Person (Exhibit B) and shall be delivered to the compliance officer.
Quarterly Reporting Requirements
All access persons shall disclose to their respective compliance officer
all personal securities transactions 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.
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
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(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. Duplicate copies of brokerage
confirmations of all personal transactions may be appended to an executed
Exhibit C to fulfill certain reporting requirements.
3. Annual Certification of Compliance with Code of Ethics
All access persons shall disclose to their respective compliance officer
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 transactions.
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 no knowledge of the existence of any personal conflict
of interest relationship which may involve the Fund, such as any
economic relationship between their transactions and securities
held or to be acquired by the Fund or any of its portfolios.
This annual report shall be made on the form attached as Annual Report of
Access Person (Exhibit D) and shall be delivered to the compliance officer
of Fund.
4. Reports to Fund Compliance Officer
The compliance officer of FDI shall provide, by the twelfth (12) day after
each quarter end, certification to the compliance officer of the Fund that,
as of the prior quarter end:
(a) the compliance officer of the Fund's investment adviser has
collected all documentation required by the Code of Ethics and
Rule 17j-1 and is retaining such documentation on behalf of the
Fund;
(b) 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 Fund's investment adviser has appointed appropriate
management or compliance personnel (a "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 investment adviser's
Code of Ethics.
Each quarter the compliance officer of FDI shall also provide to the
compliance officer of the Fund a list of access persons who are subject to
the Fund's Code of Ethics and the name of the compliance officer FDI
responsible for preclearing and reviewing personal securities transactions.
The compliance officer of FDI shall provide such information, including,
but not limited to, initial, quarterly and annual reports for all access
persons, preclearance reports and approval for short
6
<PAGE>
term transactions, IPO and private placement securities, as is requested by
the Fund's compliance officer.
5. General Reporting Requirements
The compliance officer 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 to the Fund pursuant to this Code of Ethics shall be
confidential and shall be provided only to the officers and Directors of
the Fund or FDI, their counsel or regulatory authorities upon appropriate
request.
6. Excessive Trading
FDI 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 Fund shareholders.
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
compliance officer or other management at FDI), may compromise the best
interest of Fund shareholders if such excessive trading is conducted during
work-time or using Fund 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
limited by the compliance officer or other management at FDI.
7. Conflict of Interest
Every access person of FDI, shall notify the compliance officer of the Fund
or the compliance officer of FDI of any personal conflict of interest
relationship which may involve the Fund, such as the existence of any
economic relationship between their transactions and securities held or to
be acquired by any portfolio of the Fund. Such notification shall occur in
the pre-clearance.
E. REPORTING OF VIOLATIONS TO THE BOARD OF DIRECTORS
The compliance officer of FDI shall promptly report to FDI's Board of
Directors all apparent violations of this Code of Ethics and the reporting
requirements thereunder.
When the compliance officer of the FDI 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 may, in his 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 FDI's
Board of Directors.
The Board of Directors of FDI 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. The compliance
officer of FDI shall report all apparent violations of this Code of Ethics and
the reporting requirements thereunder to the UAM Funds' Board of Directors.
F. ANNUAL REPORTING TO THE BOARD OF DIRECTORS
The compliance officer of FDI shall prepare an annual report relating to this
Code of Ethics to the Board of Directors of FDI and the Fund. Such annual
report shall:
7
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(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;
(c) identify any recommended changes in the existing restrictions or
procedures based upon FDI's experience under its Code of Ethics,
evolving industry practices or developments in applicable laws or
regulations; and
(d) state that FDI 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 FDI may
impose such sanctions as it deems appropriate, including, among other things,
a letter of censure or suspension or termination of the employment of the
violator.
H. RETENTION OF RECORDS
FDI 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;
(c) a copy of each report made by an access person hereunder and submitted
to the 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 FDI 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
(f) a copy of every report provided to FDI's Board of Directors or the
Board of Directors of the Fund which describes any issues arising
under the Code of Ethics and certifies that FDI has adopted procedures
reasonably necessary to prevent access persons from violating the Code
of Ethics.
Dated: April 2000
8
<PAGE>
Exhibit A
UAM FUND DISTRIBUTORS, INC. CODE OF ETHICS
Personal Securities Transactions Pre-clearance Form
(see Section D(1), Code of Ethics)
I hereby request pre-clearance of the securities listed below. You do not need
to preclear 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 (mutual
funds), or transactions listed in Section D of the Code of Ethics.
<TABLE>
<CAPTION>
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BROKER/ AUTHORIZED
SECURITY NO. OF PRICE PER PRINCIPAL NATURE OF DEALER OR BY COMPLIANCE
(include interest rate SHARES SHARE AMOUNT TRANSACTION BANK THROUGH OFFICER
and maturity date, if (or proposed (Purchase, Sale, WHOM EFFECTED
applicable) price) Other) YES NO
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
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</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control; and (ii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
Signature: ________________________ Signature: ________________________
Compliance Officer
Access Person
Name: ________________________ Name: ________________________
Date: ________________________* Date: ________________________
* This preclearance will expire at the close of business on the second (2nd)
trading day after preclearance was approved. The access person is required to
obtain additional preclearance if the trade is not completed before the
authority expires.
9
<PAGE>
Exhibit B
UAM FUND DISTRIBUTORS, INC. CODE OF ETHICS
INITIAL REPORT OF ACCESS PERSON
1. I hereby acknowledge that (i) I received of a copy of the Code of Ethics
(the "Code") for UAM Fund Distributors, Inc.; (ii) I have read and
understand the Code; (iii) and I recognize that I am subject to the Code as
an "access person" of FDI.
2. Except as noted below, I hereby certify that I have no knowledge of the
existence of any personal conflict of interest relationship which may
involve the FDI or any fund that FDI is affiliated as defined in the Code
of Ethics, such as any economic relationship between my transactions and
securities held or to be acquired by such fund or any of its portfolios.
3. As of the date below I had a direct or indirect beneficial ownership in the
following securities. You do not need to report 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 (mutual funds). Please check this
box if an addendum is attached listing additional securities [_]
<TABLE>
<CAPTION>
============================================================================================================================
SECURITY NO. OF PRICE PER PRINCIPAL TYPE OF BROKER, DEALER OR BANK
(include interest rate and SHARES SHARE AMOUNT PURCHASE THROUGH WHOM EFFECTED
maturity date, if applicable) (Direct or Indirect)
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<S> <C> <C> <C> <C> <C>
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</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control; and (ii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
4. As of the date below I maintain accounts with the brokers, dealers or banks
listed below to hold securities for my direct or indirect benefit. Please
check this box if an addendum is attached listing additional accounts [_]
<TABLE>
<CAPTION>
=========================================================================================================
BROKER, DEALER OR BENEFICIAL OWNER OF ACCOUNT NUMBER DATE ACCOUNT
BANK THROUGH WHOM ACCOUNT OPENED
EFFECTED
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<S> <C> <C> <C>
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==========================================================================================================
</TABLE>
Signature: ________________________ Signature: ___________________________
Access Person Compliance Officer
Name: ________________________ Name: ___________________________
Date: ________________________ Date: ___________________________
(First date of access
person status)
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<PAGE>
UAM FUND DISTRIBUTORS, INC. CODE OF ETHICS
ADDENDUM TO THE
INITIAL REPORT OF ACCESS PERSON
<TABLE>
<CAPTION>
=====================================================================================================================
SECURITY
(include interest rate and NO. OF PRICE PER PRINCIPAL TYPE OF PURCHASE BROKER, DEALER OR BANK
maturity date, if applicable) SHARES SHARE AMOUNT (Direct or Indirect) THROUGH WHOM EFFECTED
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<S> <C> <C> <C> <C> <C>
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=====================================================================================================================
</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control; and (ii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
<TABLE>
<CAPTION>
=====================================================================================================================
BROKER, DEALER OR BENEFICIAL OWNER ACCOUNT NUMBER DATE ACCOUNT
BANK THROUGH OF ACCOUNT OPENED
WHOM EFFECTED
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<S> <C> <C> <C>
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=====================================================================================================================
</TABLE>
Signature: __________________________ Signature: ___________________________
Access Person Compliance Officer
Name: __________________________ Name: ___________________________
Date: __________________________ Date: ___________________________
(First date of access
person status)
<PAGE>
Exhibit C
UAM FUND DISTRIBUTORS, INC. CODE OF ETHICS
ANNUAL REPORT OF ACCESS PERSONS
1. I hereby acknowledge that I have read and understand the Code of Ethics for
UAM Fund Distributors, Inc. (the "Code") and recognize that I am subject
thereto in the capacity of an access person of FDI.
2. I hereby certify that, during the year ended December 31, 200__, 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. Except as noted below, I hereby certify that I have no knowledge of the
existence of any personal conflict of interest relationship which may
involve the FDI or any fund that FDI is affiliated as defined in the Code of
Ethics, such as any economic relationship between my transactions and
securities held or to be acquired by such fund or any of its portfolios.
4. As of December 31, 200__, I had a direct or indirect beneficial ownership in
the securities listed below. You do not need to report 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 (mutual funds).
Please check this box if an addendum is attached listing additional
securities [_]
<TABLE>
<CAPTION>
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SECURITY
(include interest rate and NO. OF PRICE PER PRINCIPAL TYPE OF PURCHASE BROKER, DEALER OR BANK
maturity date, if applicable) SHARES SHARE AMOUNT (Direct or Indirect) THROUGH WHOM EFFECTED
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<S> <C> <C> <C> <C> <C>
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</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control; and (ii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
6. As of the date below I maintain accounts with the brokers, dealers or banks
listed below to hold securities for my direct or indirect benefit. Please
check this box if an addendum is attached listing additional accounts [_]
<TABLE>
<CAPTION>
===============================================================================
BROKER, DEALER OR BENEFICIAL OWNER OF ACCOUNT NUMBER DATE ACCOUNT
BANK THROUGH WHOM ACCOUNT OPENED
EFFECTED
-------------------------------------------------------------------------------
<S> <C> <C> <C>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
===============================================================================
</TABLE>
Signature: ____________________________ Signature: ______________________
Access Person Compliance Officer
Name: ____________________________ Name: ______________________
Date: ____________________________ Date: ______________________
(No later than 30 days after
year-end)
<PAGE>
UAM FUND DISTRIBUTORS, INC. CODE OF ETHICS
ADDENDUM TO THE
ANNUAL REPORT OF ACCESS PERSON
<TABLE>
<CAPTION>
=====================================================================================================================
SECURITY
(include interest rate and NO. OF PRICE PER PRINCIPAL TYPE OF BROKER, DEALER OR BANK
maturity date, if applicable) SHARES SHARE AMOUNT PURCHASE THROUGH WHOM EFFECTED
(Direct or Indirect)
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<S> <C> <C> <C> <C> <C>
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=====================================================================================================================
</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control; and (ii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
<TABLE>
<CAPTION>
===============================================================================
BROKER, DEALER OR BENEFICIAL OWNER OF ACCOUNT NUMBER DATE ACCOUNT
BANK THROUGH WHOM ACCOUNT OPENED
EFFECTED
-------------------------------------------------------------------------------
<S> <C> <C> <C>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
===============================================================================
</TABLE>
Directors who are not "interested persons" of the Fund are required to complete
this form but are not required to make a report of personal securities holdings.
Signature: ____________________________ Signature: ______________________
Access Person Compliance Officer
Name: ____________________________ Name: ______________________
Date: ____________________________ Date: ______________________
(No later than 30 days after
year-end)
<PAGE>
Exhibit C
UAM FUND DISTRIBUTORS, INC. CODE OF ETHICS
SECURITIES TRANSACTIONS REPORT FOR THE CALENDAR QUARTER ENDED:_________
1. During the quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such transaction
acquired, direct or indirect beneficial ownership, and which are required to
be reported pursuant to the Code of Ethics adopted by the Fund. (if none
were transacted, write "none"). You do not need to report 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 (mutual funds).
Please check this box if an addendum is attached listing additional
securities [_]
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
SECURITY DATE OF NO. OF PRICE PER PRINCIPAL NATURE OF BROKER, DEALER OR BANK
(include interest TRADE SHARES SHARE AMOUNT TRANSACTION THROUGH WHOM EFFECTED
rate and maturity (Purchase, Sale, Other)
date, if applicable)
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control; and (ii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
2. During the quarter referred to above, I established on the dates indicated
the following accounts in which securities were held during the quarter for
my direct or indirect benefit (if none were opened, write "none"). Please
check this box if an addendum is attached listing additional accounts [_]
<TABLE>
<CAPTION>
===============================================================================
BROKER, DEALER OR BANK BENEFICIAL OWNER ACCOUNT NUMBER DATE ACCOUNT
THROUGH WHOM EFFECTED OF ACCOUNT OPENED
-------------------------------------------------------------------------------
<S> <C> <C> <C>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
===============================================================================
</TABLE>
3. Except as noted below, I hereby certify that I have no knowledge of the
existence of any personal conflict of interest relationship which may
involve the FDI or any fund that FDI is affiliated as defined in the Code of
Ethics, such as any economic relationship between my transactions and
securities held or to be acquired by such fund or any of its portfolios.
Signature: ____________________________ Signature: ______________________
Access Person Compliance Officer
Name: ____________________________ Name: ______________________
Date: ____________________________ Date: ______________________
(no later than 10 days after
calendar quarter)
<PAGE>
UAM FUND DISTRIBUTORS, INC. CODE OF ETHICS
ADDENDUM TO THE
SECURITIES TRANSACTIONS REPORT FOR THE CALENDAR QUARTER ENDED:_________
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
SECURITY DATE OF NO. OF PRICE PRINCIPAL NATURE OF BROKER, DEALER OR
(include interest TRADE SHARES PER SHARE AMOUNT TRANSACTION BANK THROUGH
rate and maturity (Purchase, Sale, Other) WHOM EFFECTED
date, if applicable)
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control; and (ii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
<TABLE>
<CAPTION>
===============================================================================
BROKER, DEALER OR BENEFICIAL OWNER OF ACCOUNT NUMBER DATE ACCOUNT
BANK THROUGH WHOM ACCOUNT OPENED
EFFECTED
-------------------------------------------------------------------------------
<S> <C> <C> <C>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
===============================================================================
</TABLE>
Signature: ____________________________ Signature: ______________________
Access Person Compliance Officer
Name: ____________________________ Name: ______________________
Date: ____________________________ Date: ______________________
(no later than 10 days after
calendar quarter)
