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CODE OF ETHICS
OF
SIRACH CAPITAL MANAGEMENT, 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 record keeping 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 Sirach
Capital Management, 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
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securities transactions, in such a manner as to avoid (i) serving their own
personal interests ahead of clients; (ii) taking inappropriate advantage of
their position with the Firm; and (iii) any 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
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knowledge at the time of such purchase or sale:
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(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 private placements without prior
written approval of the compliance officer of the Fund, the compliance
officer of the Firm, or other officer designated by the Board of
Directors. The compliance officer must maintain a record of any decision,
and the reasons supporting the decision, to approve the investment
personnel's acquisition of a private placement for at least five years
after the end of the fiscal year in which the approval was granted.
Any person authorized to purchase securities in a private placement shall
disclose that investment when they play a part in the 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.
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(c) acquire a beneficial interest in any securities in an initial public
offering ("IPO").
Exception: The compliance officer of the firm may allow an exception to
this policy if the following conditions are met.
(1) The issuer of the IPO employs either the spouse or other household
member of the investment personnel, or
(2) The issuer of the IPO is owned by a relative or household member of
the investment personnel.
Any person authorized to purchase securities in an IPO shall disclose
that investment when they play a part in the Fund or Portfolio's
subsequent consideration of an investment in that issuer. In such
circumstances, the Fund's decision to purchase securities of the issuer
shall be subject to independent review by investment personnel with no
personal interest in the issuer.
Determinations as to the permissibility of this type of investment shall
be made on a case by case basis by the compliance officer of the firm
considering the totality of the circumstances. The respective compliance
officer must maintain a record of any decision, and the reasons
supporting the decision, to approve the investment personnel's
acquisition of a private placement for at least five years after the end
of the fiscal year in which the approval was granted.
(d) profit in the purchase and sale, or sale and purchase, of the same (or
equivalent) securities within sixty (60) calendar days. Trades made in
violation of this prohibition should be unwound, if possible. Otherwise,
any profits realized on such short-term trades shall be subject to
disgorgement to the appropriate Portfolio(s) or Fund(s) of the Firm.
Exception: The compliance officer of the Firm may allow exceptions
to this policy on a case-by-case basis when the abusive practices
that the policy is designed to prevent, such as front running or
conflicts of interest, are not present and the equity of the
situation strongly supports an exemption. An example is the
involuntary sale of securities due to unforeseen corporate activity
such as a merger. [See Pre-Clearance Procedures below]. The ban on
short-term trading profits is specifically designed to deter
potential conflicts of interest and front running transactions, which
typically involve a quick trading pattern to capitalize on a short-
lived market impact of a trade by one of the Fund's portfolios. The
respective compliance officer shall consider the policy reasons for
the ban on short-term trades, as stated herein, in determining when
an exception to the prohibition is permissible. The compliance
officer may consider granting an exception to this prohibition if the
securities involved in the transaction are not (i) being considered
for purchase or sale by the portfolio of the Fund that serves as the
basis of the individual's "investment personnel" status or (ii) being
purchased or sold by the portfolio of the Fund 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 of the Fund or the compliance
officer of the Fund's investment adviser a completed Securities
Transactions Report Relating to Short-Term Trading (Exhibit D),
certifying that the proposed transaction is in compliance with this
Code of Ethics. The respective compliance officer shall retain a
record of exceptions granted and the reasons supporting the decision.
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(e) 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 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)(d) 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;
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(c) purchases which are part of an automatic dividend reinvestment plan or
direct stock plan (pending pre-clearance 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
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
equity trader. If the equity trader is unavailable pre-clearance can be
approved by the director of equity investments or the compliance officer.
Approval must be granted before purchasing or selling securities in an
account that such access person has beneficial ownership. The access
person should request pre-clearance by writing in their request in the pre-
clearance book and having the equity trader, director of equity
investments, or the compliance officer intitial that the trade has been
approved.
Pre-clearance approval will expire at the close of business the day the
approval was granted. 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 pre-
cleared, such person is obligated to disclose such information to the
appropriate compliance officer prior to executing the pre-cleared
transaction.
The following sanctions will apply to any employee of the firm who does not
receive pre-clearance prior to a trade:
First Offense: A written memorandum
Second Offense: A $50 fine, unless you are a principal of the firm, in
which case the fine will be $500.
Third Offense: A $100 fine, unless you are a principal of the firm, in
which case the fine will be $1,000.
At any time the Board of Directors may impose additional sanctions as they
deem appropriate, including among other things, a letter of censure or
suspension or termination of the employment of the violator.
All fines collected will go to the Sirach Foundation.
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Access persons are excluded from pre-clearing 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 pre-clearance of the original purchase).
(d) securities acquired by the exercise of rights issued pro rata by an
issuer to all holders of a class of its securities, to the extent such
rights were acquired from such issuer, and sales of such rights so
acquired.
(e) holdings in direct obligations of the U.S. government, bankers'
acceptances, bank certificates of deposit, commercial paper, high
quality short-term debt instruments and registered open-end investment
companies are not disclosable transactions.
2. Disclosure of Personal Holdings
All access persons shall disclose to the compliance officer:
(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.
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 will 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.
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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
(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;
12
<PAGE>
(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.
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 pre-clearing 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, pre-clearance 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.
13
<PAGE>
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.
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 therefore 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
14
<PAGE>
(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;
(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.
EXHIBIT A
SIRACH CAPITAL MANAGEMENT, 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 Sirach Capital Management, 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.
15
<PAGE>
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
date, if applicable) 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.
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: Brenda S. Larson
Date: ______________________ Date: ______________________
(First date of access
person status)
16
<PAGE>
EXHIBIT B
SIRACH CAPITAL MANAGEMENT, INC.
CODE OF ETHICS
ANNUAL REPORT OF ACCESS PERSONS
1. I hereby acknowledge that I have read and understand the Code of Ethics for
Sirach Capital Management, 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 [_]
[_] Please check this box if all brokerage statements that contain the
required information requested in item 5 above have been submitted to the
compliance officer. If checked, see brokerage statements for details
requested in table below.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
SECURITY
NO. OF SHARES PRICE PRINCIPAL TYPE OF BROKER, DEALER OR
(include interest rate and PER AMOUNT PURCHASE BANK THROUGH
maturity date, if applicable) SHARE (Direct or Indirect) WHOM 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 OF ACCOUNT OPENED
WHOM EFFECTED
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
</TABLE>
Signature: ________________________ Signature: ________________________
Access Person Compliance Officer
Name: ________________________ Name: Brenda S. Larson
Date: ________________________ Date: ________________________
(No later than 30 days
after year-end)
17
<PAGE>
EXHIBIT B
SIRACH CAPITAL MANAGEMENT, INC.
CODE OF ETHICS
ADDENDUM TO THE
ANNUAL REPORT OF ACCESS PERSON
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
SECURITY
NO. OF PRICE PER PRINCIPAL TYPE OF BROKER, DEALER OR BANK
(include interest rate and SHARES SHARE AMOUNT PURCHASE THROUGH WHOM AFFECTED
maturity date, if applicable) (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 BANK BENEFICIAL ACCOUNT NUMBER DATE ACCOUNT OPENED
THROUGH WHOM EFFECTED OWNER OF
ACCOUNT
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
</TABLE>
Signature: _________________________ Signature: _________________________
Access Person Compliance Officer
Name: _________________________ Name: Brenda S. Larson
Date: _________________________ Date: _________________________
(No later than 30 days after year-end)
18
<PAGE>
EXHIBIT C
SIRACH CAPITAL MANAGEMENT, 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).
[_] Check here if all trades requiring pre-clearance have been entered in the
pre-clearance book. If checked, see pre-clearance sheet for details required
in table below.
<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: Brenda S. Larson
Date: ______________________ Date: _______________________
(no later than 10 days
after calendar quarter)
19
<PAGE>
EXHIBIT C
SIRACH CAPITAL MANAGEMENT, 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 AMOUNT TRANSACTION BANK THROUGH
rate and maturity date if, SHARE (Purchase, Sale, WHOM 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
BANK THROUGH OF ACCOUNT OPENED
WHOM EFFECTED
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
</TABLE>
Signature: _______________________ Signature: ________________________
Access Person Compliance Officer
Name: _______________________ Name: Brenda S. Larson
Date: _______________________ Date: ________________________
(no later than 10 days
after calendar quarter)
20
<PAGE>
EXHIBIT D
SIRACH CAPITAL MANAGEMENT, 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
TRADE (or proposed (Purchase, Sale, THROUGH
price) Other) WHOM EFFECTED
------------------------------------------------------------------------------------------------------------
<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: Brenda S. Larson
21
<PAGE>
EXHIBIT E
SIRACH CAPITAL MANAGEMENT, 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 COMPLIANCE
(include interest rate SHARES SHARE AMOUNT TRANSACTION OR BANK OFFICER
and maturity date, if (or proposed (Purchase, Sale THROUGH
applicable) price) Other) WHOM EFFECTED
YES NO
-----------------------------------------------------------------------------------------------------------------------------
<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.
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: Brenda S. Larson
Date: ________________________* Date: _______________________
* This preclearance will expire at the close of business the day the pre-
clearance was approved. The access person is required to obtain additional
preclearance if the trade is not completed before the authority expires.
22
