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CODE OF ETHICS
OF
CAMBIAR INVESTORS, 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 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 Cambiar
Investors, Inc. (the "Firm") in connection with the purchase or sale by such
person of a security held or to be acquired by any Portfolio or any Fund
managed by 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 Directors of the Firm adopts this Code of Ethics. This Code
is based upon the principle that the directors 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
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clients; (ii) taking inappropriate advantage of their position with the Firm;
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
the Compliance Officer of the Firm to report violations of this Code of Ethics
to the Firm's Board of Directors and to the Board of Directors of any Fund of
advised or subadvised by the Firm.
POLICY STATEMENT ON INSIDER TRADING
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The Firm forbids any officer, director 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,
director 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,
directors 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, directors 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.
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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
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Wall Street Journal or other publications of general circulation would be
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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 Firm's 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 Firm's Compliance Officer.
iv. After the Firm's 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 Firm's 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, directors and employees with the Firm's
policy and procedures, and
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ii. when it has been determined that an officer, director or
employee of the Firm has material nonpublic information,
1. implement measures to prevent dissemination of such
information, and
2. if necessary, restrict officers, directors and
employees from trading the securities.
To detect insider trading, the Compliance Officer will:
i. review the trading activity reports filed by each officer,
director and employee, and
ii. review the trading activity of accounts managed by the Firm.
A. DEFINITIONS
1. "Access person" means any director, 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, director, "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, 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.
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
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and the rules and regulations thereunder, that, 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.
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
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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.
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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 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 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: Portfolios of the UAM Funds, Inc., UAM Funds, Inc. II and UAM
Trust, Inc. (collectively, the "UAM Portfolios") are managed by
investment advisers that are subsidiaries of or
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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 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 for which a different Management Company serves as
investment adviser. To restrict the flow of investment information
related to the UAM Portfolios, the access persons at a Management
Company are prohibited from disclosing pending "buy" or "sell" orders
for a UAM Portfolio 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 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
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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 [Cambiar Investors, Inc.].
The 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 Fund or Portfolio. 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
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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 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 Funds or
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
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 compliance
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
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shall be unwound, if possible. Otherwise, any profits realized on
trades within the proscribed period shall be disgorged to the
appropriate client portfolio.
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
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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 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 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 a Fund 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' 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:
(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.
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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 a 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 the Firm.
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);
(c) 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 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;
(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 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, 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 person, shall notify the compliance officer of the Firm
of any personal conflict of interest relationship which may involve a
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 the Board of Directors of the Firm all apparent
violations of this Code of Ethics and the reporting requirements
thereunder.
13
<PAGE>
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 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 findings shall, however, be reported to the compliance
officer of any respective Funds.
The Board of Directors of the Firm or any 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 compliance officer of the Firm shall prepare an annual report
relating to this Code of Ethics to the Board of Directors of the Firm
and the Funds. 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 a 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;
14
<PAGE>
(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 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
<PAGE>
EXHIBIT A
CAMBIAR INVEST0RS, 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 [Cambiar Investors, Inc. (the "Firm"); (ii) I have read
and understand the Code; (iii) and I recognize that I am subject to the
Code as an "access person" of the Firm.
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 Firm or a Fund or Portfolio, such as any economic relationship
between my transactions and securities held or to be acquired by the Firm
or a Fund or Portfolio.
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 PRINCIPAL TYPE OF BROKER, DEALER OR BANK
(include interest SHARES PER SHARE AMOUNT PURCHASE THROUGH WHOM EFFECTED
rate and maturity (Direct or Indirect)
date, if applicable)
---------------------------------------------------------------------------------------------------------
<S> <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.
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
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
=====================================================================================================
</TABLE>
Signature: __________________________ Signature: __________________________
Access Person Compliance Officer
Name: __________________________ Name: __________________________
Date: __________________________ Date: __________________________
(First date of access
person status)
16
<PAGE>
EXHIBIT B
CAMBIAR INVESTORS, INC.
CODE OF ETHICS
ANNUAL REPORT OF ACCESS PERSONS
1. I hereby acknowledge that I have read and understand the Code of Ethics for
Cambiar Investors, Inc. (the "Code") and recognize that I am subject
thereto in the capacity of an access person of the Firm.
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. I hereby certify that I have not disclosed pending "buy" or "sell" orders
for a Portfolio or a Fund to any employees of any other Management Company,
except where the disclosure occurred subsequent to the execution or
withdrawal of an order.
4. 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 a Fund or a Portfolio, such as any economic relationship between my
transactions and securities held or to be acquired by a Fund or a
Portfolio.
5. 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>
------------------------------------------------------------------------------------------------------------------
SECURITY
(include interest rate and NO. OF PRICE PER PRINCIPAL TYPE OF BROKER, DEALER OR
maturity date, if applicable) SHARES SHARE AMOUNT PURCHASE BANK THROUGH WHOM
(Direct or Indirect) EFFECTED
------------------------------------------------------------------------------------------------------------------
<S> <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.
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)
17
<PAGE>
EXHIBIT B
CAMBIAR INVESTORS, 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)
-----------------------------------------------------------------------------------------------------------------
<S> <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 ACCOUNT NUMBER DATE ACCOUNT
BANK THROUGH WHOM OF 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)
18
<PAGE>
EXHIBIT C
CAMBIAR INVESTORS, 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. (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 PRINCIPAL NATURE OF BROKER, DEALER OR
(include interest rate TRADE SHARES PER AMOUNT TRANSACTION BANK THROUGH WHOM
and maturity date, if SHARE (Purchase, Sale, EFFECTED
applicable) Other)
----------------------------------------------------------------------------------------------------------------
<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 ACCOUNT NUMBER DATE ACCOUNT OPENED
THROUGH WHOM EFFECTED OWNER OF
ACCOUNT
---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
---------------------------------------------------------------------------------------------
=============================================================================================
</TABLE>
3. Except as noted on the reverse side of this report, I hereby certify that I
have no knowledge of the existence of any personal conflict of interest
relationship which may involve the Firm, a Fund or a Portfolio, such as the
existence of any economic relationship between my transactions and
securities held or to be acquired by the Firm, a Fund or a Portfolio.
Signature: ___________________________ Signature: ___________________________
Access Person Compliance Officer
Name: ___________________________ Name: ___________________________
Date: ___________________________ Date: ___________________________
(no later than 10 days
after calendar quarter)
19
<PAGE>
EXHIBIT C
CAMBIAR INVESTORS, 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 rate TRADE SHARES PER AMOUNT TRANSACTION BANK THROUGH WHOM
and maturity date, if SHARE (Purchase, Sale, EFFECTED
applicable) Other)
----------------------------------------------------------------------------------------------------------------
<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 ACCOUNT NUMBER DATE ACCOUNT OPENED
BANK THROUGH OF ACCOUNT
WHO EFFECTED
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
===============================================================================================
</TABLE>
Signature: ____________________________ Signature: ___________________________
Access Person Compliance Officer
Name: ____________________________ Name: ___________________________
Date: ____________________________ Date: ___________________________
(no later than 10 days after
calendar quarter)
20
<PAGE>
EXHIBIT D
CAMBIAR INVESTORS, INC.
CODE OF ETHICS
SECURITIES TRANSACTIONS REPORT RELATING TO SHORT-TERM TRADING OF INVESTMENT
PERSONNEL FOR THE SIXTY-DAY PERIOD FROM ___________ TO ______________:
During the sixty (60) calendar day period referred to above, the following
purchases and sales, or sales and purchases, of the same (or equivalent)
securities were effected or are proposed to be effected in securities of which I
have, or by reason of such transaction acquired, direct or indirect beneficial
ownership. 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).
<TABLE>
<CAPTION>
============================================================================================================
SECURITY PROPOSED NO. OF PRICE PER PRINCIPAL NATURE OF BROKER/DEALER
DATE OF SHARES SHARE AMOUNT TRANSACTION OR BANK THROUGH
TRADE (or proposed (Purchase, Sale, WHOM EFFECTED
price) Other)
------------------------------------------------------------------------------------------------------------
<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.
With respect to the Portfolio or Fund that serves as the basis for my
"investment personnel" status with the Firm, and transactions in the securities
set forth in the table above, I hereby certify that:
(a) I have no knowledge of the existence of any personal conflict of interest
relationship which may involve the Portfolio or Fund, such as frontrunning
transactions or the existence of any economic relationship between my
transactions and securities held or to be acquired by the Portfolio and/or
Fund;
(b) such securities, including securities that are economically related to such
securities, involved in the transaction are not (i) being considered for
purchase or sale by the Portfolio and/or Fund, or (ii) being purchased or
sold by the Portfolio and/or Fund; and
(c) such transactions are in compliance with the Code of Ethics of the Firm.
Date: ________________ Signature: _____________________________________
Investment Personnel
Name: _____________________________________
In accordance with the provisions of Section B(2)(c) of the Code of Ethics of
the Firm, the transaction proposed to be effected as set forth in this report
is: Authorized: [_] Unauthorized: [_]
Date: ________________ Signature: _____________________________________
Compliance Officer
Name: _____________________________________
21
<PAGE>
EXHIBIT E
CAMBIAR INVESTORS, 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>
===============================================================================================================================
BROKER/ AUTHORIZED
SECURITY NO. OF PRICE PER PRINCIPAL NATURE OF DEALER BY
(include interest rate SHARES SHARE AMOUNT TRANSACTION OR BANK THROUGH COMPLIANCE OFFICER
and maturity date, if (or proposed (Purchase, Sale, WHOM EFFECTED
applicable) price) Other) YES NO
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <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.
Is any proposed transaction described above within sixty (60) days of a prior
transaction in the same or equivalent security? Yes: [_] No: [_]
If yes, the access person must submit a Securities Transactions Report Relating
to Short Term Trading (Exhibit D) for preapproval.
Is any proposed transaction described above considered an Initial Public
Offering (IPO) or Private Placement? Yes: [_] No: [_]
If yes, the Compliance Officer should prepare a memorandum describing the
reasons for preapproving the transaction pursuant to Section B(2)(b) of the
Code.
Signature: __________________________ Signature: __________________________
Access Person Compliance Officer
Name: __________________________ Name: __________________________
Date: __________________________* Date: __________________________
* This preclearance will expire at the close of business on the second (2/nd/)
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.
22
