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CODE OF ETHICS
OF
THE UAM FUNDS
PREAMBLE
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This Code of Ethics is being adopted in compliance with the requirements of Rule
17j-1 (the "Rule") adopted by the United States Securities and Exchange
Commission (the "SEC") under the Investment Company Act of 1940, as amended (the
"1940 Act"), to effectuate the purposes and objectives of that Rule. The Rule
makes it unlawful for certain persons, including any officer or Board member of
UAM Funds, Inc., UAM Funds Trust or UAM Funds, Inc. II (together, the "Fund"),
in connection with the purchase or sale by such person of a security held or to
be acquired by the Fund, to:
. employ any device, scheme or artifice to defraud the Fund;
. make to the Fund any untrue statement of a material fact or omit to state
to the Fund a material fact necessary in order to make the statements
made, in light of the circumstances in which they are made, not
misleading;
. engage in any act, practice or course of business which operates or would
operate as a fraud or deceit upon the Fund; or
. engage in any manipulative practice with respect to the Fund.
The Rule also requires that the Fund and each investment adviser and principal
underwriter to the Fund adopt a written code of ethics containing provisions
reasonably necessary to prevent persons from engaging in acts in violation of
the above standard, and use reasonable diligence and institute procedures
reasonably necessary to prevent violations of the Code of Ethics.
This Code of Ethics is adopted by the Board of Directors1 of the Fund, including
a majority of Directors who are not interested persons of the Fund, in
compliance with the Rule. This Code of Ethics is based upon the principle that
the Directors and officers of the Fund, and certain affiliated persons of the
Fund and its investment advisers and principal underwriter, owe a fiduciary duty
to, among others, the shareholders of the Fund to conduct their affairs,
including their personal securities transactions, in such manner to avoid (i)
serving their own personal interests ahead of shareholders; (ii) taking
inappropriate advantage of their position with the Fund; and (iii) any actual or
potential conflicts of interest or any abuse of their position of trust and
responsibility. This fiduciary duty includes the duty of the respective
compliance officer of the investment advisers and principal underwriters to the
Fund to report violations of this Code of Ethics to the Fund's compliance
officer. This Code may not be the only source of potential restrictions when
conducting personal securities transactions and transactions on behalf of the
Fund. If there are any questions with respect to other potentially applicable
restrictions, you should contact the Fund's compliance officer.
A. DEFINITIONS
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1 Reference to a "Board of Directors" or a "Director" herein shall also refer to
a "Board of Trustees" or a "Trustee", as appropriate.
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1. "Access person" means any director, officer, general partner or advisory
person of the Fund or of one of the Fund's investment advisers.
2. "Advisory person" means (a) any portfolio manager or investment personnel
of the Fund; (b) any employee of the Fund or a Fund's investment adviser
(or of any company in a control relationship to the Fund or investment
adviser), who, in connection with his regular functions or duties, makes,
participates in, or obtains information regarding the purchase or sale of a
security by the Fund, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and (c) any
natural person in a control relationship to the Fund or investment adviser
who obtains information concerning recommendations made to the Fund with
regard to the purchase or sale of a security by the Fund.
3. "Affiliated company" means a company which is an affiliated person, as
defined in the 1940 Act.
4. "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.
5. "Beneficial ownership" shall be interpreted in the same manner as it would
be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") in determining whether a person is the beneficial
owner of a security for purposes of Section 16 of the 1934 Act and the
rules and regulations thereunder, which, generally speaking, encompasses
those situations where the beneficial owner has the right to enjoy some
economic benefit from the ownership of the security. A person is normally
regarded as the beneficial owner of securities held in the name of his or
her spouse, domestic partner, or minor children living in his or her
household.
6. "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.
7. "Disclosable transaction" means any transaction in a security that an
access person would have a beneficial ownership.
8. "Non-interested" Director means a director or trustee who is not an
interested person.
9. "Interested Person" of another person, when used with respect to the 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
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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 investment9. company, provided, that no
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person shall be deemed to be an interested person of an investment
company solely by reason of (aa) his being a member of its Board of
Directors or advisory board or an owner of its securities, or (bb) his
membership in the immediate family of any person specified in clause (aa)
of this proviso.
10. "Initial Public Offering" or 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.
11. "Investment Personnel" means (a) any portfolio manager of the Fund; (b) any
employee of the Fund or investment adviser (or of any company in a control
relationship to the Fund or investment adviser) who, in connection with his
regular functions or duties, makes or participates in making
recommendations regarding the purchase or sale of securities by the Fund,
including securities analysts and traders; or (c) any person who controls
the Fund or investment adviser and who obtains information concerning
recommendations made to the Fund regarding the purchase or sale of
securities by the Fund.
12. "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.
13. "Person" means a natural person or a company.
14. "Portfolio Manager" means an employee of the investment adviser or sub-
investment adviser of the Fund entrusted with the direct responsibility and
authority to make investment decisions affecting the Fund.
15. "Purchase or sale of a security" includes, among other things, the writing
of an option to purchase or sell a Security.
16. "Security Held or to be Acquired" means (i) any security which, within the
most recent 15 days, is or has been held by the Fund, or is being or has
been considered by the Fund or its investment adviser for purchase by the
Fund, or, (ii) any option to purchase or sell and any security convertible
into or exchangeable for, a security.
17. "Security" means any security as defined Section 2(a)(36) of the 1940 Act,
except that it does not include direct obligations of the U.S. government,
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bankers' acceptances, bank certificates of deposit, commercial paper, high
quality short-term debt instruments (i.e. any instrument that has a
maturity at issuance of less than 366 days and that is rated in one of the
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two highest rating categories by a Nationally Recognized Statistical
Ratings Organization) including repurchase agreements, and shares of
registered open-end investment companies (mutual funds) not affiliated with
the Fund.
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B. PROHIBITED TRANSACTIONS
No access person shall engage in any act, practice or course of conduct,
which would violate the provisions of Rule 17j-1 or, in connection with any
personal investment activity, engaged in conduct inconsistent with this
Code of Ethics.
The Fund's portfolios are managed by investment advisers that are
subsidiaries of or organizations otherwise affiliated with United Asset
Management Corporation (the "Management Companies"). Under the
organizational structure of the Management Companies, the entities maintain
separate offices, independent operations and autonomy when making
investment decisions. In view 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 portfolio in the Fund
for which a different Management Company serves as investment adviser. To
restrict the flow of investment information related to the portfolios of
the Fund, the Fund prohibits access persons at a Management Company from
disclosing pending "buy" or "sell" orders for a portfolio of the Fund 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
No access person shall:
(a) purchase or sell, directly or indirectly, any security in which
he has or by reason of such transaction acquires, any direct or
indirect beneficial ownership and which to his or her actual
knowledge at the --- time of such purchase or sale:
(1) is being considered for purchase or sale by any portfolio of
the Fund, or
(2) is being purchased or sold by any portfolio of the Fund.
(b) disclose to other persons the securities activities engaged in or
contemplated for the various portfolios of the Fund.
2. Investment Personnel
In addition to the prohibited transactions imposed on access persons, no
investment personnel shall:
(a) accept any gift, meal, ticketed event or other thing of more than
de minimus value from any person or entity that does business
with or on behalf of the Fund. For the purpose 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 conduct of the
Fund's business.
(b) acquire a direct or indirect beneficial interest in any
securities in an initial public offering ("IPO") or other limited
offerings ("private placements"), without prior written approval
of the compliance officer of the Fund, the compliance officer of
the Fund's investment adviser or other officer designated by the
Board of Directors. The respective compliance officer must
maintain a record of any decision, and the reasons supporting the
decision,
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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,
based on the particular nature of the offering or the particular
facts of the purchase, that the investment could create no
material conflict between the investment personnel and the Fund.
The compliance officer may make such determination by looking at,
among other things, the nature of the offering and the particular
facts surrounding the purchase. For example, if the compliance
officer (or designee) can determine that (i) the investment did
not result from directing Fund 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, and (iii) the investment personnel's investment
decisions for the Fund will not be unduly influenced by his or
her personal holdings and investment decisions may be based
solely on the best interest of Fund shareholders, the compliance
officer may consider preapproving the transaction. Any person
authorized to purchase securities in an IPO or private placement
shall disclose that investment when they play a part in the
Fund'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.
Acquisition of an IPO or private placement by investment
personnel who are employees of United Asset Management
Corporation, the Fund's administrator, subadministrator,
principal underwriter or investment adviser for the Fund are not
subject to the pre-approval procedures set forth herein, provided
that such persons are required to preapprove these acquisitions
pursuant to another code of ethics which complies with the
provisions of Rule 17j-1.
(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 of the Fund.
However, the compliance officer of the Fund or the compliance
officer of the Fund's investment adviser 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 Fund's 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
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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.
Purchases or sales by investment personnel who are employees of
United Asset Management Corporation, the Fund's administrator,
subadministrator, principal underwriter or investment adviser for
the Fund are not subject to the pre-approval procedures set forth
herein, provided that such persons are required to preapprove
these types of transactions in securities pursuant to another
code of ethics which complies with the provisions of Rule 17j-1.
(d) serve on the Board of Directors of any publicly traded company
without prior authorization of the President or other duly
authorized officer of the Fund. Any such authorization shall be
based upon a determination that the board service would be
consistent with the interests of the Fund and its shareholders.
Authorization of board service shall be subject to the
implementation by the Fund's investment adviser of "Chinese Wall"
or other procedures to isolate such investment personnel from
making decisions about trading in that company's securities.
3. Portfolio Managers
In addition to the prohibited transactions imposed on access persons and
investment personnel, no portfolio manager shall:
(a) buy or sell a security within seven (7) calendar days before and
two (2) days after any portfolio of the Fund that he or she
manages 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 portfolio of the Fund.
C. EXEMPTED TRANSACTIONS
The prohibitions of Sections B(1), B(2)(c) and B(3)(a) shall not apply to
the following transactions:
1. purchases or sales of securities which are not eligible for purchase
by the Fund and which are not related economically to securities
purchased, sold or held by the Fund.
2. transactions which appear upon reasonable inquiry and investigation to
present no reasonable likelihood of harm to the Fund and which are
otherwise in accordance with Rule 17j-1; For example, such
transactions would normally include purchases or sales of:
(a) securities of companies with a market capitalization in excess of
$1 billion;
(b) up to $25,000 principal amount of a fixed income security or 100
shares of an equity security within any three-consecutive month
period (all trades within a three-consecutive month period shall
be integrated to determine the availability of this exemption);
(c) any amount of securities if the proposed acquisition or
disposition by the Fund is in the amount of 1,000 shares or less
and the security is listed on a national securities exchange or
the National Association of Securities Dealers Automated
Quotation System;
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(d) purchases or sales effected in any account over which the access
person has no direct or indirect influence or control;
(e) purchases or sales which are non-volitional on the part of either
the access person or the Fund;
(f) purchases which are part of an automatic dividend reinvestment
plan or direct stock plan (pending preclearance of the original
purchase); or
(g) purchases effected upon 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.
D. COMPLIANCE PROCEDURES
1. Pre-clearance Procedures
All access persons (other than non-interested Directors) must receive
prior written approval from the compliance officer of the Fund or the
compliance officer of the Fund's investment adviser for the respective
portfolios of the Fund, or other officer designated by the Board of
Directors, before purchasing or selling securities in an account that
such access person has direct or indirect benefit. The access person
should request pre-clearance by completing, signing and submitting
Personal Securities Transactions Pre-Clearance Form (Exhibit E) to
the appropriate compliance officer.
Pre-clearance approval will expire at the close of business on the
trading date two (2) days after the date on which authorization is
received. If the trade is not completed before such pre-clearance
expires, the access person is required to again obtain pre-clearance
for the trade.
Access persons are excluded from preclearing securities purchased,
sold or acquired in the following transactions:
(a) purchases or sales effected in any account over which the access
person has no direct or indirect influence or control.
(b) purchases or sales which are non-volitional on the part of either
the access person or the Fund.
(c) purchases which are part of an automatic dividend reinvestment
plan or direct stock plan (pending preclearance of the original
purchase).
(d) purchases effected upon 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.
Procedures implemented herein to pre-clear the securities transactions
of access persons shall not apply to a non-interested Director of the
Fund, except where such Director knew or, in the ordinary course of
fulfilling his official duties as a Director of the Fund, should have
known that during the 15-day period immediately preceding or after the
date of the
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transaction in a security by the Director, such security is or was
purchased or sold by the Fund or such purchase or sale by the Fund is
or was considered by the Fund.
Purchases or sales by access persons who are employees of United Asset
Management Corporation, the Fund's administrator, subadministrator,
principal underwriter or investment adviser for the Fund are not
subject to the pre-clearance procedures set forth herein, provided
that such persons are required to pre-clear proposed transactions in
securities pursuant to another code of ethics which complies with the
provisions of Rule 17j-1.
2. Disclosure of Personal Holdings
All access persons, other than non-interested Directors, shall
disclose to the compliance officer of the Fund or the compliance
officer of the Fund's investment adviser:
(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 unaffiliated registered
open-end investment companies are not disclosable transactions.
The compliance officer of the Fund or the compliance officer of the
Fund's investment adviser 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,
including non-interested Directors, shall certify in their initial
report that:
(a) they have received, read and understand the Code of Ethics
and recognize that they are subject thereto; and
(b) they have no knowledge of the existence of any personal
conflict of interest relationship which may involve the Fund,
such as any economic relationship between their transactions
and securities held or to be acquired by the Fund or any of
its portfolios.
This initial report shall be made on the form attached as Initial
Report of Access Person (Exhibit A) and shall be delivered to the
compliance officer of Fund or the compliance officer of the Fund's
investment adviser.
Access persons who are employees of United Asset Management
Corporation, the Fund's administrator, subadministrator, principal
underwriter or investment adviser for the Fund that are required to
submit an initial holdings report pursuant to another code of ethics
that complies with Rule 17j-1 are not required to submit an initial
holdings report pursuant to this Code of Ethics. Non-interested
Directors are not required to make a report of initial securities
holdings, but they are required to make the certification within the
Initial Report contained in Exhibit A.
3. Quarterly Reporting Requirements
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All access persons shall disclose to the compliance officer of the
Fund or the compliance officer of the Fund's investment adviser all
personal securities holdings as of the calendar quarter ended within
ten (10) days after quarter 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
unaffiliated registered open-end investment companies are not
disclosable transactions.
In addition to reporting securities holdings, every access person
shall disclose quarterly the:
(a) date of the transaction, title of the security, interest
rate and maturity date (if applicable), trade date, number
of shares, and principal amount of each security involved;
(b) the nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(d) the name of the broker, dealer or bank with or through whom
the transaction was effected; and
(d) the date the report is submitted to the compliance officer.
In addition, with respect to any account established by an access
person in which any securities were held during the quarter for the
direct or indirect benefit of the access person, the access person
must provide:
(a) the name of the broker, dealer or bank with whom the access
person established the account;
(b) the date the account was established; and
(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 Fund or the compliance officer
of the Fund's investment adviser.
Procedures implemented herein to report the quarterly securities
transactions of access persons shall not apply to a non-interested
Director of the Fund, except where such Director knew or, in the
ordinary course of fulfilling his official duties as a Director of the
Fund, should have known that during the 15-day period immediately
preceding or after the date of the transaction in a security by the
Director, such security is or was purchased or sold by the Fund or
such purchase or sale by the Fund is or was considered by the Fund.
Access persons who are employees of United Asset Management
Corporation, the Fund's administrator, subadministrator, principal
underwriter or investment adviser for the Fund that are required to
submit a quarterly holdings report pursuant to another code of ethics
that complies with Rule 17j-1 are not required to submit a quarterly
holdings report pursuant to this Code of Ethics.
4. Annual Certification of Compliance with Code of Ethics
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All access persons, other than non-interested Directors, shall
disclose to the compliance officer of the Fund or the compliance
officer of the Fund's investment adviser 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 unaffiliated registered
open-end investment companies are not disclosable transactions.
In addition to reporting securities holdings, every access person
shall certify annually that:
(a) they have read and understand the Code of Ethics and
recognize that they are subject thereto;
(b) they have complied with the requirements of the Code of
Ethics; and that they have reported all personal securities
transactions required to be reported pursuant to the
requirements of the Code of Ethics;
(c) they have not disclosed pending "buy" or "sell" orders for a
portfolio of the 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 the
Fund, such as any economic relationship between their
transactions and securities held or to be acquired by the
Fund or any of its portfolios.
This annual report shall be made on the form attached as Annual Report
of Access Person (Exhibit B) and shall be delivered to the compliance
officer of Fund or the compliance officer of the Fund's investment
adviser.
Access persons who are employees of United Asset Management
Corporation, the Fund's administrator, subadministrator, principal
underwriter or investment adviser for the Fund that are required to
submit an annual report pursuant to another code of ethics that
complies with Rule 17j-1 are not required to submit a holdings report
pursuant to this Code of Ethics.
Non-interested Directors are not required to make a report of annual
securities holdings, but they are required to make the certification
within the Annual Report contained in Exhibit B.
5. Reports to Fund Compliance Officer
The compliance officer of the Fund's investment adviser shall provide,
by the twelfth (12) day after each quarter end, certification to the
compliance officer of the Fund that, as of the prior quarter end:
(a) the compliance officer of the Fund's investment adviser has
collected all documentation required by the Code of Ethics
and Rule 17j-1 and is retaining such documentation on behalf
of the Fund; and
(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.
Each quarter the compliance officer of the Fund's investment adviser
shall also provide to the compliance officer of the Fund a list of
access persons who are subject to the Fund's
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Code of Ethics and the name of the compliance officer of the Fund's
investment adviser responsible for preclearing and reviewing personal
securities transactions.
The compliance officer of the Fund's investment adviser 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 Fund or the compliance officer of the
Fund's investment adviser, as the case may be, shall notify each
access person that he or she is subject to this Code of Ethics and the
reporting requirements contained herein, and shall deliver a copy of
this Code of Ethics to each such person when they become an access
person, or upon request.
Reports submitted to the Fund pursuant to this Code of Ethics shall be
confidential and shall be provided only to the officers and Directors
of the Fund, Fund counsel or regulatory authorities upon appropriate
request.
7. Excessive Trading
The Fund understands that it is appropriate for access persons to
participate in the public securities markets as part of their overall
personal investment programs. As in other areas, however, this should
be done in a way that creates no potential conflicts with the
interests of Fund shareholders. Further, it is important to recognize
that otherwise appropriate trading, if excessive (measured in terms of
frequency, complexity of trading programs, numbers of trades or other
measure as deemed appropriate by the Fund's compliance officer or
compliance officer of the Fund's investment adviser or other
management at the investment adviser firm), may compromise the best
interest of Fund shareholders if such excessive trading is conducted
during work-time or using Fund resources. Accordingly, if personal
trading rising to such dimension as to create an environment that is
not consistent with the Code of Ethics, such personal transactions may
not be approved or limited by the Fund's compliance officer or
compliance officer of the Fund's investment adviser or other
management at the investment adviser firm.
8. Conflict of Interest
Every access person, except officers and Directors of the Fund, shall
notify the compliance officer of the Fund or the compliance officer of
the Fund's investment adviser of any personal conflict of interest
relationship which may involve the Fund, such as the existence of any
economic relationship between their transactions and securities held
or to be acquired by any portfolio of the Fund. Officers and Directors
of the Fund shall notify the compliance officer of the Fund of any
personal conflict of interest relationship which may involve the Fund.
Such notification shall occur in the pre-clearance process.
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E. REPORTING OF VIOLATIONS TO THE BOARD OF DIRECTORS
The compliance officer of the Fund shall promptly report to the Board of
Directors all apparent violations of this Code of Ethics and the reporting
requirements thereunder.
When the compliance officer of the Fund finds that a transaction otherwise
reportable to the Board of Directors pursuant to the Code could not
reasonably be found to have resulted in a fraud, deceit or manipulative
practice in violation of Rule 17j-1(a), he may, in his discretion, lodge a
written memorandum of such finding and the reasons therefor with the
reports made pursuant to this Code of Ethics, in lieu of reporting the
transaction to the Board of Directors.
The Board of Directors, or a Committee of Directors created by the 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 Fund shall prepare an annual report relating
to this Code of Ethics to the Board of Directors. 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 Fund's experience under its Code of
Ethics, evolving industry practices or developments in applicable
laws or regulations; and
(d) state that the Fund 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 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 Fund shall maintain the following records as required under Rule 17j-1;
reports received by a Fund's investment adviser on behalf of the Fund shall
be maintained 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 Fund;
12
<PAGE>
(c) a copy of each report made by an access person hereunder and
submitted to the Fund'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 Fund
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 Fund's Board of Directors
by the Fund, its investment adviser or principal underwriter
which describes any issues arising under the Code of Ethics and
certifies that the Fund, the investment adviser or principal
underwriter, as applicable, has adopted procedures reasonably
necessary to prevent access persons from violating the Code of
Ethics.
Dated: December 14, 1995.
Revised: January 23, 1997
September 23, 1998
April 6, 1999
August 1, 2000
13
<PAGE>
Exhibit A
THE UAM FUNDS 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 The UAM Funds; (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 Fund.
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 Fund, such as any economic relationship between my transactions
and securities held or to be acquired by the Fund or any of its portfolios.
3. As of the date below I had a direct or indirect beneficial ownership in the
following securities. You do not need to report transactions in direct
obligations of the U.S. government, bankers' acceptances, bank certificates
of deposit, commercial paper, high quality short-term debt instruments and
registered open-end investment companies (mutual funds). Please check this
box if an addendum is attached listing additional securities [_]
<TABLE>
<CAPTION>
============================================================================================================
SECURITY NO. OF PRICE 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>
Directors who are not "interested persons" of the Fund are required to complete
this form but are not required to make a report of personal securities holdings.
Signature: ____________________________ Signature: ________________________
Access Person Compliance Officer
Name: _____________________________ Name: _______________________
Date: ______________________________ Date: _______________________
(First date of access person status)
<PAGE>
THE UAM FUNDS CODE OF ETHICS
ADDENDUM TO THE
INITIAL REPORT OF ACCESS PERSON
<TABLE>
<CAPTION>
====================================================================================================================================
SECURITY TYPE OF
(include interest rate and NO. OF PRICE PER PRINCIPAL PURCHASE BROKER, DEALER OR BANK
maturity date, if applicable) SHARES SHARE AMOUNT (Direct or Indirect) THROUGH 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.
<TABLE>
<CAPTION>
===========================================================================================================
BROKER, DEALER OR BENEFICIAL OWNER OF ACCOUNT NUMBER DATE ACCOUNT
BANK THROUGH ACCOUNT OPENED
WHOM EFFECTED
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
============================================================================================================
</TABLE>
Directors who are not "interested persons" of the Fund are required to complete
this form but are not required to make a report of personal securities holdings.
Signature: _____________________________ Signature: _________________________
Access Person Compliance Officer
Name: _____________________________ Name: _________________________
Date: _____________________________ Date: _________________________
(First date of access person status)
2
<PAGE>
Exhibit B
THE UAM FUNDS CODE OF ETHICS
ANNUAL REPORT OF ACCESS PERSONS
1. I hereby acknowledge that I have read and understand the Code of Ethics for
the Fund (the "Code") and recognize that I am subject thereto in the
capacity of an access person of the Fund.
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 of the 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 the Fund, such as any economic relationship between my transactions
and securities held or to be acquired by the Fund or any of its portfolios.
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 BROKER, DEALER OR
(include interest rate and NO. OF PRICE PER PRINCIPAL TYPE OF PURCHASE BANK THROUGH
maturity date, if applicable) SHARES SHARE AMOUNT (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 BANK BENEFICIAL OWNER OF ACCOUNT NUMBER DATE ACCOUNT
THROUGH WHOM EFFECTED ACCOUNT OPENED
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Directors who are not "interested persons" of the Fund are required to complete
this form but are not required to make a report of personal securities holdings
except where such Director knew or should have known that during the 15-day
period immediately preceding or after the date of the transaction in a security
by the director/trustee, such security is or was purchased or sold by the Fund
or such purchase or sale by the Fund is or was considered by the Fund or an
adviser.
Signature: ________________________ Signature: ________________________
Access Person Compliance Officer
Name: ________________________ Name: ________________________
Date: ________________________ Date: ________________________
(No later than 30 days
after year-end)
<PAGE>
THE UAM FUNDS CODE OF ETHICS
ADDENDUM TO THE
ANNUAL REPORT OF ACCESS PERSON
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
SECURITY BROKER, DEALER OR
(include interest rate and NO. OF PRICE PER PRINCIPAL TYPE OF PURCHASE BANK THROUGH WHOM
maturity date, if applicable) SHARES SHARE AMOUNT (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.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
BROKER, DEALER OR BANK BENEFICIAL OWNER ACCOUNT NUMBER DATE ACCOUNT
THROUGH WHOM EFFECTED OF ACCOUNT OPENED
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Directors who are not "interested persons" of the Fund are required to complete
this form but are not required to make a report of personal securities holdings.
Signature: ________________________ Signature: ________________________
Access Person Compliance Officer
Name: ________________________ Name: ________________________
Date: ________________________ Date: ________________________
(No later than 30 days
after year-end)
2
<PAGE>
Exhibit C
THE UAM FUNDS CODE OF ETHICS
SECURITIES TRANSACTIONS REPORT FOR THE CALENDAR QUARTER ENDED:_________
1. During the quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such transaction
acquired, direct or indirect beneficial ownership, and which are required
to be reported pursuant to the Code of Ethics adopted by the Fund. (if none
were transacted, write "none"). You do not need to report transactions in
direct obligations of the U.S. government, bankers' acceptances, bank
certificates of deposit, commercial paper, high quality short-term debt
instruments and registered open-end investment companies (mutual funds).
please check this box if an addendum is attached listing additional
securities [ ]
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
SECURITY DATE OF NO. OF PRICE PER PRINCIPAL NATURE OF BROKER, DEALER OR BANK
(include interest rate TRADE SHARES SHARE AMOUNT TRANSACTION THROUGH WHOM EFFECTED
and maturity date, if (Purchase, Sale,
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.
Directors who are not "interested persons" of the Fund are required to complete
this form but are not required to make a report of personal securities holdings
except where such Director knew or should have known that during the 15-day
period immediately preceding or after the date of the transaction in a security
by the director/trustee, such security is or was purchased or sold by the Fund
or such purchase or sale by the Fund is or was considered by the Fund or an
adviser.
2. During the quarter referred to above, I established on the dates indicated
the following accounts in which securities were held during the quarter for
my direct or indirect benefit (if none were opened, write "none"). please
check this box if an addendum is attached listing additional accounts [ ]
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
BROKER, DEALER OR BANK BENEFICIAL OWNER ACCOUNT NUMBER DATE ACCOUNT OPENED
THROUGH WHOM EFFECTED 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 Fund, such as the existence of any
economic relationship between my transactions and securities held or to be
acquired by the Fund or any of its portfolios.
Signature: _________________________ Signature: _________________________
Access Person Compliance Officer
Name: _________________________ Name: _________________________
Date: _________________________ Date: _________________________
(no later than 10 days after
calendar quarter)
<PAGE>
THE UAM FUNDS CODE OF ETHICS
ADDENDUM TO THE
SECURITIES TRANSACTIONS REPORT FOR THE CALENDAR QUARTER ENDED:_________
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
SECURITY DATE OF TRADE NO. OF PRICE PRINCIPAL NATURE OF BROKER, DEALER OR
(include interest rate SHARES PER SHARE AMOUNT TRANSACTION BANK THROUGH
and maturity date, if (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.
Directors who are not "interested persons" of the Fund are required to complete
this form but are not required to make a report of personal securities holdings
except where such Director knew or should have known that during the 15-day
period immediately preceding or after the date of the transaction in a security
by the director/trustee, such security is or was purchased or sold by the Fund
or such purchase or sale by the Fund is or was considered by the Fund or an
adviser.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
BROKER, DEALER OR BENEFICIAL OWNER ACCOUNT NUMBER DATE ACCOUNT OPENED
BANK THROUGH OF ACCOUNT
WHOM EFFECTED
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Signature: __________________________ Signature: ______________________
Access Person Compliance Officer
Name: __________________________ Name: ______________________
Date: __________________________ Date: ______________________
(no later than 10 days after
calendar quarter)
2
<PAGE>
Exhibit D
THE UAM FUNDS 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 (or AMOUNT TRANSACTION OR BANK
TRADE 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 of the Fund that serves as the basis for my
"investment personnel" status with the Fund (the "Portfolio"), 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, such as frontrunning
transactions or the existence of any economic relationship between my
transactions and securities held or to be acquired by the Portfolio;
(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, or (ii) being purchased or sold by the
Portfolio; and
(c) such transactions are in compliance with the Code of Ethics of the Fund.
Date: _____________________ Signature: ________________________________
Investment Personnel
Name: ________________________________
In accordance with the provisions of Section B(2)(c) of the Code of Ethics of
the Fund, the transaction proposed to be effected as set forth in this report
is: Authorized: [ ] Unauthorized: [ ]
Date: _____________________ Signature: ________________________________
Compliance Officer
Name: ________________________________
<PAGE>
Exhibit E
THE UAM FUNDS 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 SHARES SHARE AMOUNT TRANSACTION OR BANK OFFICER
interest rate (or proposed (Purchase, Sale, THROUGH
and maturity price) Other) WHOM EFFECTED
date, if YES NO
applicable)
--------------------------------------------------------------------------------------------------------------------------------
<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.
