Exhibit (p)(2)
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HIGHMARK CAPITAL MANAGEMENT, INC.
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CODE OF ETHICS
POLICY ON PERSONAL SECURITIES TRANSACTIONS
AND INSIDER INFORMATION
JUNE 28, 2007
TABLE OF CONTENTS
1. CODE OF ETHICS PAGE
1.1 INTRODUCTION AND GENERAL POLICY STATEMENT 3
1.2 HCM'S STANDARDS OF BUSINESS CONDUCT 3
1.3 DEFINITION OF ADVISORY AND ACCESS PERSONS 4
2. PERSONAL SECURITIES TRANSACTIONS
2.1 PRE-CLEARANCE BY ADVISORY PERSONS 6
2.2 BLACKOUT PERIODS 7
2.3 HIGHMARK FUND SHARES 7
2.4 INITIAL PUBLIC OFFERINGS AND LIMITED OFFERINGS 8
2.5 PERSONAL SECURITIES TRANSACTIONS RECORDS 8
2.6 REPORTING REQUIREMENTS 10
2.7 CONFIDENTIALITY 10
3. INSIDER INFORMATION
3.1 INSIDER TRANSACTIONS 11
3.2 USE OF NON-PUBLIC INFORMATION 11
4. ENFORCEMENT OF THE CODE
4.1 COMPLIANCE OFFICER'S DUTIES AND RESPONSIBILITIES 12
4.2 CODE VIOLATIONS 13
4.3 ANNUAL WRITTEN REPORTS TO THE BOARDS OF
DIRECTORS/TRUSTEES AND AMENDMENTS TO THE CODE 14
5. CONFLICTS OF INTEREST
5.1 GIFTS AND ENTERTAINMENT 14
6. RECORD RETENTION 14
7. EFFECTIVE DATE OF CODE 15
APPENDIX A: DEFINITIONS
EXHIBITS: FORMS
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1. CODE OF ETHICS
1.1 INTRODUCTION AND GENERAL POLICY STATEMENT
HighMark Capital Management, Inc. ("HCM"), as a registered investment
adviser, has a fiduciary responsibility to its Clients to ensure that
its Clients' interests are protected from any acts of impropriety by
HCM in its role as investment adviser. The purpose of this CODE OF
ETHICS AND POLICY ON PERSONAL SECURITIES TRANSACTIONS AND INSIDER
INFORMATION (the "Code") is to ensure that all business dealings and
securities transactions undertaken by HCM employees, directors and
officers, whether for its Clients or for personal purposes, are subject
to the highest ethical standards. Accordingly, this Code provides a
standard of business conduct for HCM Personnel and establishes rules
regarding employee personal trading, the communication of non-public
information and rules surrounding gifts and entertainment.
THE CODE IS APPLICABLE TO ALL EMPLOYEES, DIRECTORS AND OFFICERS OF HCM
("HCM PERSONNEL"). HCM Personnel are required to read the Code annually
and to certify that he or she has complied with its provisions and with
its reporting requirements. ACKNOWLEDGEMENT OF AND COMPLIANCE WITH THE
CODE ARE CONDITIONS OF EMPLOYMENT WITH HCM.
HCM adopts this Code pursuant to Rule 17j-1 under the Investment
Company Act of 1940 (the "1940 Act") and Section 204A of the Investment
Advisers Act of 1940 ("Advisers Act"). Underlined terms are defined in
Appendix A. (Access and Advisory Persons are defined in Section 1.3
below, as well as in Appendix A. Because these terms appear frequently
throughout this Code, they are not underlined.)
NOTE: HCM PERSONNEL ARE ALSO SUBJECT TO AND REQUIRED TO
COMPLY WITH UNION BANK OF CALIFORNIA'S (UBOC) BUSINESS
STANDARDS OF CONDUCT, INCLUDING THE LIMITATIONS THEREIN
REGARDING, OUTSIDE BUSINESS ACTIVITIES AND EMPLOYMENT AND
THE RECEIPT OF GIFTS.
To the extent HCM Personnel are subject to any other code of ethics or
policy of personal conduct, such as UBOC's BUSINESS STANDARDS OF
CONDUCT and any provision of such other code or policy conflicts with
this Code, HCM Personnel are required to comply with the higher
standard or stricter provision.
1.2 HCM'S STANDARDS OF BUSINESS CONDUCT
HCM PERSONNEL:
o Have a duty of loyalty to HCM's CLIENTS. They must act for
the best interests of HCM's CLIENTS and the CLIENTS'
shareholders and always place the interests of its CLIENTS
(and shareholders) first and foremost.
o Must avoid actions or activities that allow (or appear to
allow) them or their Family Members to profit or benefit from
their relationships with HCM's CLIENTS, or that bring into
question their independence or judgment.
o Must always observe the highest standards of business
conduct.
o Must comply with all applicable federal securities laws,
including, but not limited to, the 1940 Act, the Advisers
Act, the Securities Act of 1933 and the Securities and
Exchange Act of 1934.
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o Must comply with the share trading policies of all mutual
funds in which they invest and not engage in any
inappropriate trading practices.
o Must not, in connection with the purchase or sale, directly
or indirectly, of a SECURITY HELD OR TO BE ACQUIRED by any of
HCM's CLIENTS' accounts:
> employ any device, scheme or artifice to defraud any
CLIENT;
> make any untrue statement of a material fact to a
CLIENT or omit to state to a CLIENT a material fact
necessary in order to make the statements made, in
light of the circumstances under which they are made,
not misleading;
> engage in any act, practice or course of business
which would operate as a fraud or deceit upon any
CLIENT; or
> engage in any manipulative practice with respect to
any CLIENT.
While the standards of business conduct outlined in this Section 1.2
apply to all HCM PERSONNEL, specific requirements of this Code apply
only to Advisory or Access Persons as defined below in Section 1.3.
HCM PERSONNEL, who have questions regarding the applicability of the
Code, the related prohibitions, restrictions and procedures, or the
propriety of any action, should contact HCM's Chief Compliance Officer
(the "Compliance Officer").
1.3 DEFINITION OF ADVISORY AND ACCESS PERSONS
As HCM PERSONNEL, you may be classified as either an "Advisory Person"
or an "Access Person." How you are classified determines the level of
reporting that is required of you (E.G., trade pre-clearance, etc.). It
is possible that you may not fall under either category. The Compliance
Officer will notify you of your classification and update such
classification if warranted.
"ADVISORY PERSON" means each HCM director, officer or employee (or the
directors, officers or employees of any company controlling HCM) who,
in connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the PURCHASE OR SALE
OF SECURITIES by the HighMark Funds, or whose functions relate to
making any recommendations with respect to such purchases or sales.
Advisory Persons may include, but is not limited to, fund managers,
associate fund managers, members of the Fixed Income, Equity, Balanced
teams, securities research analysts, fund traders and all personnel who
make or participate in the making of investment recommendations or
decisions for the HighMark Funds.
ALL ADVISORY PERSONS ARE ALSO ACCESS PERSONS and therefore must comply
with all requirements applicable to Access Persons.
"ACCESS PERSON" means each HCM director and officer and each Advisory
Person. Access Person also includes any HCM employee who is involved in
making security recommendations to a CLIENT or who has access to
NON-PUBLIC INFORMATION regarding:
> SECURITIES recommendations;
> A CLIENT'S purchase or sale of SECURITIES; or,
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> The portfolio holdings of the HighMark Funds.
Access Persons may include, but is not limited to, portfolio
administrators, operations personnel, and other administrative
assistants who have access to CLIENT information, in addition to the
types of Advisory Persons noted above. The Compliance Officer may
designate other persons as Access Persons pursuant to applicable SEC
rules.
2. PERSONAL SECURITIES TRANSACTIONS
The personal transactions and investment activities of HCM PERSONNEL
and employees of all investment advisory firms are the subject of
various federal securities laws, rules and regulations. HCM PERSONNEL
must accomplish all personal securities transactions in a manner that
avoids a conflict between their personal interests and those of their
CLIENTS or their CLIENTS' shareholders. When HCM PERSONNEL invest for
their own accounts, conflicts of interest may arise between the CLIENTS
and HCM PERSONNEL's interests. These conflicts may include:
> Taking an investment opportunity from the CLIENT for one's
own portfolio
> Using one's advisory position to take advantage of available
investments
> Front-running, which may include trading one's account before
making CLIENT transactions
> Taking advantage of information or using a CLIENT'S portfolio
assets in an attempt to influence or affect the market with
the goal of taking personal advantage of the resulting market
change
MARKET TIMING AND LATE TRADING: HCM prohibits all HCM PERSONNEL from
engaging in market timing or late trading when trading on behalf of its
CLIENTS' accounts or HCM PERSONNEL's accounts.
[THIS SECTION INTENTIONALLY LEFT BLANK]
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2.1 PRE-CLEARANCE BY ADVISORY PERSONS (AND THEIR SPOUSES*)
(*May include individuals in addition to a spouse. See Appendix A and
definitions of "Beneficial Ownership.")
Advisory Persons must pre-clear certain purchases and sales of
SECURITIES with the Compliance Officer. The following security
transactions (buys and sells) must be pre-cleared if a `Yes' appears
below. (This list is NOT intended to be all-inclusive. If there is a
security type not listed here and you have a question, please call HCM
Compliance.)
SECURITY TYPE PRE-CLEARANCE REQUIRED
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Equity Transactions (1) Yes
Fixed Income Transactions (2) Yes
Closed-End Mutual Funds Yes
Securities offered as part of an INITIAL PUBLIC OFFERING ("IPO") Yes
Securities offered as private placements or LIMITED OFFERINGS (3) Yes
Exercise of puts and calls purchased by Advisory Persons (1) Yes
Writing of puts and calls by Advisory Persons Yes
Non-Index Futures (4) Yes
UBOC Stock (5) No
Mitsubishi UFJ Financial Group, Inc. (MUFG) No
HighMark Funds No
Open-end Non-HighMark Mutual Funds No
UBOC Stable Value Fund No
Exchange Traded Funds (6) No
U.S. Treasury/Agencies No
Short-Term Instruments or Cash Equivalents No
Employee 401(k) Automatic Purchases (7) No
Index Futures (6) No
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(1) IF EQUITY TRANSACTION EXCEEDS 1,000 SHARES AND $20,000.
(See note below.) Includes purchase of options. This exception does
NOT apply to IPOS and LIMITED OFFERINGS.
(2) NO PRE-CLEARANCE for fixed-income securities if the par value is
50,000 or less.
(3) Purchase is prohibited if private placement is issued by CLIENT.
(4) If the non-index futures transaction exceeds the de minimis (1,000
shares/par and $20,000) in notional shares or value of the
security/commodity underlying the contract.
(5) Includes all securities issued by UnionBanCal.
(6) If based on a broad-based securities index.
(7) Requires only reporting changes in investment options.
If a pre-clearance request is approved, the Advisory Person has 48
HOURS from the date and time of the approval to trade in that security.
ADVISORY PERSONS MUST PRE-CLEAR ALL SECURITIES TRANSACTIONS THAT EXCEED
1,000 SHARES AND $20,000. MUST AGGREGATE THE PURCHASE OR SALE OF SAME
SECURITY OVER A FIVE (5) BUSINESS DAY PERIOD. (Example: Assuming the
aggregate transaction will exceed $20,000, if Advisory Person buys 500
shares of ABC stock on Monday, he or she does not have to pre-clear on
Monday. If the same Advisory Person then buys another 500 shares of ABC
on Wednesday, no pre-clearance is necessary; however, if he or she buys
an additional 75 shares on Thursday of the same week, he/she must
pre-clear on Thursday, as the aggregate purchase of ABC stock exceeds
1,000 shares within a five-day period. Advisory Person must also report
the aggregate shares. For quarterly reporting purposes, Advisory Person
must report all three transactions.)
This five (5) business-day rule also applies to transactions in
FIXED-INCOME SECURITIES.
THE PERSONAL SECURITIES TRANSACTIONS LISTED IN SECTION 2.1 MUST BE
REPORTED WHETHER PRE-CLEARED OR NOT. (SEE SECTION 2.6 FOR FURTHER
DETAILS.)
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2.2 BLACKOUT PERIODS
(A) An Advisory Person cannot PURCHASE OR SELL, directly
or indirectly, any SECURITY in which the person has
or, by reason of such transaction will acquire any
BENEFICIAL OWNERSHIP at any time within three (3)
calendar days before or after the time that the same
(or a related) SECURITY is being considered for
PURCHASE OR SALE by any HighMark Fund; or is being
purchased or sold by a HighMark Fund.
If a request for pre-clearance is approved, and
subsequently a HighMark Fund PURCHASES OR SELLS that
SECURITY within three (3) calendar days of the
pre-clearance, and the Advisory Person is unaware of
the recommendation and transaction, this will not be
deemed a violation of the blackout period rule.
If a request for pre-clearance is denied, the
Advisory Person is deemed to have knowledge that a
HighMark Fund has transacted or is considering
transacting in the same security that is the subject
of the pre-clearance request. The Advisory Person can
only buy or sell that security when the black-out
period has expired and needs to seek pre-clearance
again. The Advisory Person CANNOT, subsequent to a
pre-clearance denial, transact in the same security
under the de minimis rule (1,000 shares/$20,000 or
less) within the black-out period.
EXCEPTIONS TO BLACKOUT PERIODS
Blackout periods do not apply to:
(A) PURCHASES OR SALES OF ANY SECURITIES that
are not eligible for purchase or sale by any
HighMark Fund;
(B) PURCHASES OR SALES which are outside of the
CONTROL of the Advisory Person;
(C) purchases that are part of an automatic
purchase plan;
(D) purchases which are effected upon the
exercise of rights issued by an issuer pro
rata to all holders of a class of its
securities, to the extent such rights were
acquired from the issuer, and sales of such
rights; or
(E) sales, which are affected pursuant to a
tender offer or similar transaction
involving an offer to acquire all or a
significant portion of a class of
securities.
2.3 HIGHMARK FUND SHARES
(A) REPORTING OF PURCHASE OR SALE OF HIGHMARK FUNDS
All purchases and sales of HighMark Funds (excluding the Highmark
money market funds) must be reported by both Advisory and Access
Persons when transacted outside of HCM Personnel's 401(k) plan.
HCM Compliance receives a quarterly report from the Select Benefits
group that details all HCM Personnel trades of HighMark Funds as
part of the 401(k) plan, excluding purchases made through UBOC's
automatic purchase program.
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(B) PRE-CLEARANCE OF HIGHMARK FUNDS
Advisory Persons do NOT need to pre-clear the purchase or sale of
HighMark Funds.
(C) 30-DAY HOLDING PERIOD FOR HIGHMARK FUND SHARES - ADVISORY PERSONS
ONLY
An Advisory Person who buys or sells shares of a HighMark Fund
(other than the money market funds) is subject to a 30-calendar day
holding period. HighMark Fund shares may not be redeemed or
repurchased within 30 days after an earlier purchase or redemption
without prior written approval by the Compliance Officer. THE
FOLLOWING EXCEPTIONS APPLY:
> The transaction in the HighMark Funds is part of a
realignment of balances in a UBOC 401(k) plan account and
the HighMark Fund shares being transferred were acquired
pursuant to an automatic purchase which had been in effect
for at least 30 days; or
> The Compliance Officer has granted an exemption for the
transaction based on circumstances he or she deems
appropriate. The Compliance Officer shall report all
exceptions to the HCM Board of Directors and to the
HighMark Funds' Board of Trustees at their next respective
regular meeting.
Advisory Persons must follow the trading deadlines, as stated in
the HighMark Funds' Prospectus with respect to valuation of Fund
shares.
2.4 INITIAL PUBLIC OFFERINGS AND LIMITED OFFERINGS
All Access Persons must pre-clear purchases and sales of securities
offered in an IPO and in a LIMITED OFFERING (private placement) with
the Compliance Officer. The 1,000 shares/$20,000 or less exception to
pre-clearance does NOT apply.
2.5 PERSONAL SECURITIES TRANSACTIONS RECORDS
INITIAL AND ANNUAL HOLDINGS REPORTS: Access Persons are required to
report SECURITIES holdings within 10 DAYS of employment and annually
thereafter. Holdings reports must include any SECURITY in which the
Access Person holds a direct or indirect BENEFICIAL OWNERSHIP. An
Access Person's brokerage account statement may be submitted in lieu
of a separate initial or annual holdings report. The holdings report
must contain the following:
a) title and exchange ticker symbol or CUSIP number;
b) number of shares or principal amount of the SECURITY
involved;
c) type of SECURITY; and
d) name of the broker-dealer or bank that maintains the
account, date account established and name and type of
account.
Initial and annual holdings reports must contain information that is
current AS OF A DATE NO MORE THAN 45 DAYS prior to the date the report
is submitted.
QUARTERLY TRANSACTIONS REPORTS: Access Persons must report on a
quarterly basis any transaction in a SECURITY over which the Access
Person had any direct or indirect BENEFICIAL OWNERSHIP. The report must
include the following information:
a) title and exchange ticker symbol or CUSIP number;
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b) number of shares or principal amount of the SECURITY
involved;
c) interest rate and maturity date (if applicable);
d) date of the transaction;
e) nature of the transaction (PURCHASE OR SALE);
f) price at which the trade was effected;
g) name of the broker-dealer or bank that executed the
transaction; and
h) list new brokerage accounts opened during quarter, date
account established and name and type of account.
BROKERAGE LETTERS: Advisory Persons must instruct their broker/dealers
or other parties to submit duplicate brokerage statements and
confirmations to HighMark Capital Management - Compliance Department
("Compliance Department). Advisory Persons must submit brokerage
statements and confirmations for all securities accounts in which the
Advisory Person has a BENEFICIAL OWNERSHIP. If an Advisory Person has
no direct or indirect influence or CONTROL over a securities account,
then no brokerage statements or confirmations need to be sent to the
Compliance Department. If the holdings within a brokerage account are
not SECURITIES, as defined Appendix A, then no brokerage statements or
confirmations need to be sent to the Compliance Department.
For Advisory Persons only, quarterly reports must contain information
regarding SECURITIES in which the Advisory Person holds a BENEFICIAL
OWNERSHIP during the quarter which constitutes more than one-half of
one percent of the outstanding voting stock in any company whose stock
is publicly traded or about to become publicly traded. The information
to be reported is the ticker symbol and title of the SECURITY and the
number of shares owned.
The attached form on the Exhibits section on page 18 should be used to
report quarterly transaction information. Federal law requires that the
report be submitted to the Compliance Officer NOT LATER THAN 30 DAYS
after the calendar quarter being reported. If the 30th day falls on a
weekend or a holiday, the report is due the business day immediately
following this deadline. IF THERE ARE NO ACTIVITIES FOR THE QUARTER, A
REPORT INDICATING SUCH IS STILL REQUIRED.
EXCEPTIONS TO REPORTING
(1) You are not required to detail or list the following items in
the "Securities Holdings" section of the initial and annual
holdings reports or in the "Securities Transactions" section of
the quarterly transactions reports:
(A) Purchases or sales effected for any account over which you
have no direct or indirect influence or CONTROL, or
securities holdings held in an account in which you have
no direct or indirect influence or CONTROL; and
(B) PURCHASES OR SALES of any of the following securities:
o Direct obligations of the U.S. government;
o Banker's acceptances, bank certificates of
deposit, commercial paper and HIGH QUALITY
SHORT-TERM DEBT INSTRUMENTS, including repurchase
agreements;
o Shares issued by money market funds, whether
affiliated or non-affiliated; and
o Shares issued by open-end investment companies,
other than HighMark Fund shares. YOU MUST REPORT
YOUR HOLDINGS AND TRANSACTIONS IN HIGHMARK FUND
SHARES (OTHER THAN SHARES OF MONEY MARKET FUNDS AS
NOTED IN SECTION 2.3, ABOVE); and
(C) Purchases as part of an automatic purchase plan (I.E.,
401(k) plan).
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ACKNOWLEDGEMENT AND CERTIFICATION: All Access Persons must sign this
form (see Exhibits on page 18) on an annual basis to comply with HCM's
policies and procedures. New employees must also furnish this on their
date of hire.
2.6 REPORTING REQUIREMENTS
The following table lists some of the types of SECURITIES that are
required to be reported in annual holdings and quarterly transaction
reports. (This list is NOT intended to be all inclusive. Questions
regarding other SECURITY types may be addressed with the Compliance
Officer.)
SECURITY TYPE REPORTING REQUIRED
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Equity Transactions Yes
Corporate Debt Transactions Yes
Municipal Bond Yes
HighMark Funds (other than money market funds) (1) Yes
Closed-End Mutual Funds Yes
UBOC Stable Value Fund Yes
UBOC Options (2) Yes
Government Bonds No
Exchange-Traded Funds Yes
Money Market Funds (affiliated and non-affiliated) No
Short-Term / Cash Equivalents No
U.S. Treasury / Agencies No
HighMark employee 401(k) automatic purchases No
HighMark employee 401(k) changes in investment options (3) Yes
DRIPs (4) No
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(1) Only report transactions in HighMark Funds executed outside 401(k)
plan.
(2) Report sale and exercise only, not receipt of options on quarterly
reports; HCM Compliance annually receives a report from UBOC Human
Resources with respect to HCM Personnel's' annual option grants.
(3) HCM Compliance quarterly receives a report from UBOC's Select
Benefits group showing reportable transactions by HCM Personnel in
shares of the HighMark Funds.
(4) Sales of stocks from DRIPs. Please notify Compliance Officer in
writing of sale and include transactions in any reports.
2.7 CONFIDENTIALITY
All reports of personal securities transactions, holdings and any other
information filed pursuant to the Code will be kept CONFIDENTIAL.
However, such information is subject to review ONLY by appropriate
personnel of the adviser or its affiliates, and their counsel or other
advisers, and may be provided to government regulatory authorities or
law enforcement agencies.
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3. INSIDER INFORMATION
The Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988
requires HCM to establish, maintain and enforce written policies and
procedures designed to prevent the misuse of material, NON-PUBLIC
INFORMATION by its officers and employees. Among these are restricting
access to files likely to contain NON-PUBLIC INFORMATION, providing
continuing education programs concerning xxxxxxx xxxxxxx, restricting
or monitoring trading in securities about which Access Persons might
possess NON-PUBLIC INFORMATION, and monitoring and reviewing trading
for HCM and Access Persons.
The 1,000 shares or less exception does NOT apply to the transactions
outlined below under this Section 3.
3.1 INSIDER TRANSACTIONS
HCM considers information MATERIAL if there is a substantial likelihood
that a reasonable investor would consider it important in deciding how
to act. Information is considered NON-PUBLIC when it has not been
disseminated in a manner that makes it available to investors
generally. Information becomes PUBLIC once it is publicly disseminated;
limited disclosure does not make the information public (i.e.,
disclosure by an insider to a select group of persons).
HCM generally defines xxxxxxx xxxxxxx as the buying or selling of a
SECURITY, in breach of a fiduciary duty or other relationship of trust
and confidence, while in possession of material, NON-PUBLIC
INFORMATION. Xxxxxxx xxxxxxx is a violation of federal securities laws,
punishable by a prison term and significant monetary fines for the
individual and investment adviser.
o TIPPING OF MATERIAL, NON-PUBLIC INFORMATION IS PROHIBITED. An
Access Person may not TIP a trade, either personally or on
behalf of others, while in possession of such information.
o FRONT RUNNING IS PROHIBITED. Front running involves trading
ahead of an order placed on behalf of an account HCM manages in
the same SECURITY on the basis of NON-PUBLIC INFORMATION
regarding impending market transactions.
o SCALPING IS PROHIBITED. SCALPING occurs when an Access Person
acquires a BENEFICIAL OWNERSHIP in a SECURITY for his/her own
account prior to recommending/buying that SECURITY on behalf of
an account HCM manages and then immediately sells his/her
shares at profit upon the rise in the market price following
the recommendation/purchase.
3.2 USE OF NON-PUBLIC INFORMATION
No HCM PERSONNEL shall:
o Disclose to any other person, except to the extent permitted by
law and necessary to carry out his or her duties as an Access
Person and as part of those duties, NON-PUBLIC INFORMATION
regarding a Client or an account he or she manages on behalf of
HCM, including any SECURITY holdings or transactions of such
account, any SECURITY recommendation made to an account managed
by HCM, and any SECURITY transaction made or under
consideration for any such account, including information about
actual or contemplated investment decisions.
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o Use NON-PUBLIC INFORMATION regarding an account managed by HCM
in any way that might be contrary to or in competition with the
interest of such account.
o Use NON-PUBLIC INFORMATION regarding an account managed by HCM
in any way for personal gain.
HCM follows UBOC's policy regarding the use of non-public information.
Please refer to UBOC's Business Standards for Ethical Conduct for
limitations regarding the use of non-public information.
4. ENFORCEMENT OF THE CODE
The Compliance Officer has several responsibilities to fulfill in
enforcing the Code. Some of these responsibilities are summarized
below.
4.1 COMPLIANCE OFFICER'S DUTIES AND RESPONSIBILITIES
The Compliance Officer:
o shall adopt and maintain procedures reasonably necessary to
prevent violations of this Code. Any failure by HCM PERSONNEL
to comply with these procedures could result in disciplinary
action up to and including termination of employment.
o will provide each Access Person with a copy of the Code and any
amendments thereto;
o shall notify each person in writing who becomes an Access
Person and who is required to report under the Code of their
reporting requirements no later than 10 days before the first
quarter in which such person is required to begin reporting;
o will, on a quarterly basis, compare all reported personal
securities transactions with each pre-clearance request
received during the quarter. In addition, all personal
transaction reports will be compared for match with the Access
Person's broker confirms and statements. Access Person's
transaction reports also will be reviewed for other
restrictions imposed on personal trading by this Code. Before
determining that a person has violated the Code, the Compliance
Officer must give the person an opportunity to supply
explanatory material; and
o will submit his or her own reports, as may be required pursuant
to the Code, to an alternate Compliance Officer who shall
fulfill the duties of the Compliance Officer with respect to
the Compliance Officer's reports. If a securities transaction
of the Compliance Officer is under consideration, UBOC's Legal
Counsel will act as the Alternate Compliance Officer for
purposes of this Section 4.1.
NOTE: All reports submitted by Access Persons and Advisory
Persons generally will be reviewed for compliance with this
code.
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4.2 CODE VIOLATIONS
HCM considers violations of this Code to be a serious matter.
Violations of this Code may result in disciplinary action up to and
including termination of employment. Set forth below are guidelines for
disciplinary actions for certain Code violations. The Compliance
Officer may apply the disciplinary action he or she deems appropriate
under the circumstances, taking into account the severity and impact of
the violation and any mitigating circumstances. HCM's President must
approve all disciplinary actions. The following lists three types of
offenses, reporting, substantive and serious and the guidelines for
disciplinary actions:
o REPORTING OFFENSES - includes failure or late submissions of
quarterly transaction reports and signed acknowledgments of
Code of Ethics forms and certifications, conflicting pre-clear
request dates versus actual trade dates.
> FIRST REPORTING OFFENSE - verbal warning.
> SECOND REPORTING OFFENSE - written warning, with copy
to HCM's President and Access Person's supervisor.
> THIRD REPORTING OFFENSE - $1,000 fine to be donated
to the Access Person's charity of choice.
o SUBSTANTIVE OFFENSES - includes failure to request
pre-clearance, intentional discrepancy in reporting between
pre-clear date versus actual trade date, unauthorized
purchase/sale of SECURITIES (E.G., private placements offered
by CLIENTS and trading during blackout periods).
> FIRST SUBSTANTIVE OFFENSE - written notice.
> SECOND SUBSTANTIVE OFFENSE - $2,000 fine or
disgorgement of profits (whichever is greater) to be
donated to the Access Person's charity of choice.
> THIRD SUBSTANTIVE OFFENSE - $5,000 fine or
disgorgement of profits (whichever is greater) to be
donated to the Access Person's charity of choice.
The number of offenses is determined by the
cumulative count over a two (2) year period.
Substantive offenses also may be considered a serious
offense taking into consideration the gravity of the
offense and/or a pattern of the offense.
o SERIOUS OFFENSES - includes an Access Person trading with
insider information, "front running" or market timing in his or
her personal accounts. HCM will take appropriate steps that may
include termination of employment and referral to governmental
authorities for prosecution.
With respect to all offenses, the Compliance Officer will notify the
Access Person's supervisor and, in the case of reporting and
substantive offenses, the Access Person will be required to sign a
certification acknowledging that he or she understands the Code
requirements and the consequences of non-compliance.
All fines will be made payable to the Access Person's charity of choice
(such charity must be registered under Section 501(c)(3) of the
Internal Revenue Code) and submitted to the Compliance Officer, who, in
turn, will forward the donation to the charity. The Compliance Officer
will request that the charity not publicly release the name of the
donor.
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The Compliance Officer will maintain records of all violations and the
action taken. In addition, records will be maintained with respect to
any deviations from the penalties noted above and the reasons
supporting such deviations. All violations and disciplinary actions
resulting under this Code will be reported to the HCM Board of
Directors and to the HighMark Funds' Board of Trustees at the next
regular meetings.
4.3 ANNUAL WRITTEN REPORTS TO THE BOARDS OF DIRECTORS/TRUSTEES AND
AMENDMENTS TO THE CODE
At least annually, the Compliance Officer will provide WRITTEN reports
to the Board of Directors of HCM and to the Board of Trustees of the
HighMark Funds as follows:
ISSUES ARISING UNDER THE CODE. The reports must describe any issue(s)
that arose during the previous year under the code or procedures
related thereto, including any material code or procedural violations,
and any resulting disciplinary actions. The Compliance Officer may
report to both the HCM Board of Directors and to the HighMark Funds'
Board of Trustees more frequently as he or she deems necessary or
appropriate, and shall do so as requested by each Board.
CERTIFICATION. Each report must be accompanied by a certification to
both Boards that HCM has adopted procedures reasonably necessary to
prevent its Access Persons from violating the Code.
AMENDMENTS TO THE CODE. Any material change to this Code shall be
approved by the HCM Board of Directors and the HighMark Funds' Board of
Trustees no later than six (6) months after adoption of the change.
5. CONFLICTS OF INTEREST
5.1 GIFTS AND ENTERTAINMENT
A person subject to the Code may not solicit or accept and retain a
gift from any current or prospective customer, supplier or vendor, or
any person whom such person has referred or may refer business, having
a value in excess of $100, without the written approval of UBOC Human
Resources (Form 1096). Please refer to UBOC's BUSINESS STANDARDS OF
CONDUCT, Section III, Conflicts of Interests, Gift and Other Personal
Benefits for specifics of UBOC's policy.
Entertainment, acceptance of meals, refreshments, travel arrangements,
accommodations or entertainment are acceptable if they are of
reasonable value and in the regular course of a meeting or other
occasion, the purpose of which is to hold bona fide business
discussions, provided the expenses would be paid for by UBOC as a
reasonable business expense if submitted for reimbursement.
6. RECORD RETENTION
HCM shall maintain, at HCM's principal place of business, appropriate
records related to this Code, at least to the extent and for the time
periods required by applicable SEC Rules. Specifically, HCM shall
maintain the following:
> A copy of HCM's Code of Ethics,
-14-
> A record of any violation of the Code and any action
taken as a result of the violation,
> A record of all written acknowledgments of supervised
persons,
> A record of all reports required to be submitted by
Access Persons under the Code, and
> A record of all Access Persons of HCM.
7. EFFECTIVE DATE OF THE CODE
The Code is effective June 28, 2007 and supersedes any prior versions
of the Code.
-15-
APPENDIX A
DEFINITIONS
GENERAL NOTE
THE DEFINITIONS AND TERMS USED IN THE CODE OF ETHICS ARE INTENDED TO MEAN THE
SAME AS THEY DO UNDER THE 1940 ACT AND THE OTHER FEDERAL SECURITIES LAWS. IF A
DEFINITION HEREUNDER CONFLICTS WITH THE DEFINITION IN THE 1940 ACT OR OTHER
FEDERAL SECURITIES LAWS, OR IF A TERM USED IN THE CODE IS NOT DEFINED, YOU
SHOULD FOLLOW THE DEFINITIONS AND MEANINGS IN THE 940 ACT OR OTHER FEDERAL
SECURITIES LAWS, AS APPLICABLE.
ACCESS PERSON means each HCM director and officer and each Advisory Person.
Access Person also includes any HCM employee who is involved in making security
recommendations to a CLIENT or who has access to NON-PUBLIC INFORMATION
regarding:
> SECURITIES recommendations;
> A CLIENT'S purchase or sale of securities; or,
> The portfolio holdings of the HighMark Funds.
ADVISORY PERSON means each HCM director, officer or employee (or the directors,
officers or employees of any company controlling HCM) who, in connection with
his or her regular functions or duties, makes, participates in, or obtains
information regarding the PURCHASE OR SALE OF SECURITIES by the HighMark Funds,
or whose functions relate to making any recommendations with respect to such
purchases or sales.
Advisory Persons include fund managers, associate fund managers, members of the
Fixed Income, Equity, Balanced teams, securities research analysts, fund traders
and all personnel who make or participate in the making of investment
recommendations or decisions for the HighMark Funds.
BENEFICIAL OWNERSHIP of a SECURITY generally means having the opportunity to
profit or share in any profit derived from a transaction in the SECURITY. This
opportunity can be direct or indirect, and can result from a relationship,
contract, understanding or other factors. For reference purposes, beneficial
ownership is intended to mean the same as it does under Section 16 of the
Securities Exchange Act of 1934 and Rule 16a-1(a)(2) thereunder.
Examples of BENEFICIAL OWNERSHIP generally include securities held in:
o Your accounts or the accounts of family members. For this
purpose "family member" means any of the following if they
share the same household with you: child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law and adoptive relationships.
o A partnership or limited liability company, if you or a family
member is a general partner or a managing member.
o A corporation or similar business entity, if you or a family
member has or shares investment control.
o A trust, if you or a family member is a beneficiary of the
trust and has or shares investment control, or if you or a
family member is a settler of a revocable trust and has or
shares investment control.
CLIENTS means the CLIENTS of HCM to whom it provides investment management or
advisory services from time to time, including investment companies registered
under the 1940 Act.
- 16 -
CONTROL means the power to exercise a controlling influence over the management
or policies of a company, unless the power is solely the result of an official
position with such company. A person who owns 25% or more of a company's
outstanding voting securities is presumed to have control over the company. For
reference purposes, control is intended to mean the same as it does under in
Section 2(a)(9) of the 1940 Act.
HIGH QUALITY SHORT-TERM DEBT INSTRUMENT means any instrument that has a maturity
at issuance of less than 366 days and that is rated in one of the two highest
rating categories by a nationally recognized statistical rating organization
(E.G., Xxxxx'x Investors Service).
HCM PERSONNEL means all directors, officers and employees of HCM.
IPO means an initial public offering of securities. An initial public offering
is an offering of securities, registered under the Securities Act of 1933, made
by an issuer that immediately before the registration was not subject to the
reporting requirements of Section 13 or Section 15(d) of the Securities Exchange
Act of 1934.
LIMITED OFFERING generally means a private placement of securities. It is an
offering that is not registered under the Securities Act of 1933 because it is
exempt from registration under Sections 4(2), Section 4(6), or Rules 504, 505 or
506 under the Securities Act of 1933.
NON-PUBLIC INFORMATION means any information that is not generally available to
the general public in widely disseminated media reports, SEC filings, public
reports, prospectuses, or similar publications or sources.
PURCHASE OR SALE OF A SECURITY includes, among other things, the writing of an
option to purchase or sell a SECURITY. Purchase or sale also may include any
acquisition or disposition of a security, including by gift or bequest. A
SECURITY is being purchased or sold by an account managed by HCM from the time a
purchase or sale program has been communicated to the person who places buy and
sell orders for the account until the program has been fully completed or
terminated, in addition to when the SECURITY is identified as such by an
investment adviser or sub-adviser to the account.
SECURITY includes any stock, bond, note, debenture, evidence of indebtedness, or
certificate of interest or participation. It also includes any mutual fund share
or any share in a common trust fund, collective investment fund, hedge fund,
closed-end fund or offshore fund. It also includes any put, call, straddle,
option or privilege on a SECURITY or on a group or index of SECURITIES or on
foreign currency. For reference purposes, SECURITY is intended to mean the same
as it does under Section 2(a)(36) of the 1940 Act.
FOR THE PURPOSES OF PRE-CLEARANCE, HOLDINGS AND QUARTERLY TRANSACTION REPORTS
AND BLACKOUT PERIODS DISCUSSED IN THIS CODE, SECURITY DOES NOT INCLUDE direct
obligations of the U.S. government; bankers' acceptances; bank certificates of
deposit and time deposits; commercial paper; HIGH QUALITY SHORT-TERM DEBT
INSTRUMENTS, including, but not limited to, repurchase agreements and adjustable
rate demand notes; shares issued by affiliated or unaffiliated money market
funds; or shares issued by other open-end investment companies, other than
HighMark Fund shares.
A SECURITY HELD OR TO BE ACQUIRED by an account managed by HCM means: (A) any
SECURITY which, within the most recent 15 days (i) is or has been held by the
account, or (ii) is being or has been considered by the account's adviser or
sub-adviser for purchase by the account; and (B) any option to purchase or sell,
and any security convertible into or exchangeable for, any SECURITY.
- 17 -
EXHIBITS: FORMS
1. INITIAL HOLDINGS REPORT
[HighMark Capital Management Logo Omitted]
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CODE OF ETHICS
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INITIAL HOLDINGS REPORT
NAME OF REPORTING PERSON: ________________________________________ DATE REPORT DUE: ____________________________________________
EFFECTIVE DATE: __________________________________________________ REPORT DATED AS OF: ____________________________________________
[NOTE: Effective date and as of date should be the same. Please note that effective date is the date that you became subject to the
Code's Reporting Requirements.]
------------------------------------------------------------------------------------------------------------------------------------
SECURITIES HOLDINGS. If you have no securities holdings to report, please check here. [ ]
------------------------------------------------------------------------------------------------------------------------------------
NAME OF STOCK OR DEBT ISSUER NUMBER OF SHARES PRINCIPAL AMOUNT (BALANCE, MATURITY DATE AND
(IF APPLICABLE) INTEREST RATE (IF APPLICABLE)
------------------------------------------------------------------------------------------------------------------------------------
IF YOU HAVE MORE THAN FIVE (5) HOLDINGS, PLEASE USE A SEPARATE ATTACHMENT OR ATTACH COPIES OF YOUR BROKERAGE STATEMENTS.
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-------------------------------------- ---------------------------------- ----------------------------------------------------------
-------------------------------------- ---------------------------------- ----------------------------------------------------------
-------------------------------------- ---------------------------------- ----------------------------------------------------------
-------------------------------------- ---------------------------------- ----------------------------------------------------------
-------------------------------------- ---------------------------------- ----------------------------------------------------------
SECURITIES ACCOUNTS. If you have no securities accounts to report, please check here. [ ]
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NAME OF BROKER-DEALER OR BANK NAME(S) ON ACCOUNT AND TYPE(S) OF ACCOUNT
ACCOUNT NUMBER(S)
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IF YOU HAVE MORE THAN FIVE (5) ACCOUNTS, PLEASE USE A SEPARATE ATTACHMENT OR ATTACH COPIES OF YOUR BROKERAGE STATEMENTS.
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-------------------------------------- ---------------------------------- ----------------------------------------------------------
-------------------------------------- ---------------------------------- ----------------------------------------------------------
-------------------------------------- ---------------------------------- ----------------------------------------------------------
-------------------------------------- ---------------------------------- ----------------------------------------------------------
-------------------------------------- ---------------------------------- ----------------------------------------------------------
BY SUBMITTING THIS FORM VIA EMAIL, I CERTIFY THAT I HAVE INCLUDED IN THIS REPORT ALL SECURITIES HOLDINGS AND ACCOUNTS REQUIRED TO BE
REPORTED PURSUANT TO THE CODE OF ETHICS.
/s/
-------------------------------------- ---------------------------
SIGNATURE DATE REPORT SUBMITTED
PLEASE SUBMIT FORM TO HCM COMPLIANCE VIA EMAIL.
2. QUARTERLY TRANSACTIONS REPORT
[HighMark Capital Management Logo Omitted]
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CODE OF ETHICS
------------------------------------------------------------------------------------------------------------------------------------
QUARTERLY TRANSACTIONS REPORT
CALENDAR QUARTER ENDED: _____________
NAME OF REPORTING PERSON: _____________________________________________ DATE REPORT DUE: _____________________
------------------------------------------------------------------------------------------------------------------------------------
SECURITIES TRANSACTIONS. If you had no securities transactions to report for the quarter, please mark here. [ ]
------------------------------------------------------------------------------------------------------------------------------------
DATE OF NAME OF HIGHMARK FUND, NUMBER OF PRINCIPAL AMOUNT (BALANCE), TYPE OF NAME OF BROKER,
TRANSACTION STOCK OR DEBT ISSUER SHARES MATURITY AND INTEREST DATES TRANSACTION PRICE DEALER OR BANK
(IF APPLICABLE) (IF APPLICABLE) EFFECTING
TRANSACTION
------------------------------------------------------------------------------------------------------------------------------------
IF YOU HAVE MORE THAN FIVE (5) TRANSACTIONS, PLEASE USE A SEPARATE ATTACHMENT OR ATTACH COPIES OF YOUR BROKERAGE STATEMENTS FOR
PERIOD END.
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------------ ------------------------ ---------------- ---------------------------- ------------- -------- -------------------------
------------ ------------------------ ---------------- ---------------------------- ------------- -------- -------------------------
------------ ------------------------ ---------------- ---------------------------- ------------- -------- -------------------------
------------ ------------------------ ---------------- ---------------------------- ------------- -------- -------------------------
------------ ------------------------ ---------------- ---------------------------- ------------- -------- -------------------------
------------ ------------------------ ---------------- ---------------------------- ------------- -------- -------------------------
------------ ------------------------ ---------------- ---------------------------- ------------- -------- -------------------------
------------ ------------------------ ---------------- ---------------------------- ------------- -------- -------------------------
------------ ------------------------ ---------------- ---------------------------- ------------- -------- -------------------------
SECURITIES ACCOUNTS. If you did not open any securities accounts during the quarter, please mark here. [ ]
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NAME OF BROKER-DEALER OR BANK NAME(S) ON ACCOUNT AND ACCOUNT NUMBER(S) TYPE(S) OF ACCOUNT AND DATE OPENED
------------------------------------------------------------------------------------------------------------------------------------
IF YOU HAVE MORE THAN FIVE (5) NEW ACCOUNTS, PLEASE USE A SEPARATE ATTACHMENT OR ATTACH COPIES OF YOUR BROKERAGE STATEMENTS FOR
PERIOD END.
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------------------------------------- ------------------------------------------ ---------------------------------------------------
------------------------------------- ------------------------------------------ ---------------------------------------------------
------------------------------------- ------------------------------------------ ---------------------------------------------------
------------------------------------- ------------------------------------------ ---------------------------------------------------
------------------------------------- ------------------------------------------ ---------------------------------------------------
BY SUBMITTING THIS FORM VIA EMAIL, I CERTIFY THAT I HAVE INCLUDED IN THIS REPORT ALL SECURITIES TRANSACTIONS AND ACCOUNTS REQUIRED
TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.
/s/
------------------------------------- ----------------------------
SIGNATURE DATE REPORT SUBMITTED
PLEASE SUBMIT FORM TO HCM COMPLIANCE VIA EMAIL.
3. ANNUAL HOLDINGS REPORT
------------------------------------------------------------------------------------------------------------------------------------
CODE OF ETHICS
------------------------------------------------------------------------------------------------------------------------------------
ANNUAL HOLDINGS REPORT
FOR YEAR-END: _____
NAME OF REPORTING PERSON: _________________________________
REPORT DATED AS OF: _______________________________________
DATE REPORT DUE: __________________________________________
------------------------------------------------------------------------------------------------------------------------------------
SECURITIES HOLDINGS. If you had no securities holdings to report, please check here. [ ]
------------------------------------------------------------------------------------------------------------------------------------
NAME OF HIGHMARK FUND, STOCK OR DEBT ISSUER NUMBER OF SHARES PRINCIPAL AMOUNT (BALANCE), MATURITY DATE
(IF APPLICABLE) AND INTEREST RATE
(IF APPLICABLE)
-------------------------------------------------------------------------------- ---------------------------------------------------
------------------------------------------------------ ------------------------- ---------------------------------------------------
------------------------------------------------------ ------------------------- ---------------------------------------------------
------------------------------------------------------ ------------------------- ---------------------------------------------------
------------------------------------------------------ ------------------------- ---------------------------------------------------
------------------------------------------------------ ------------------------- ---------------------------------------------------
SECURITIES ACCOUNTS. If you have no securities accounts to report, please check here. [ ]
------------------------------------------------------------------------------------------------------------------------------------
NAME OF BROKER-DEALER OR BANK NAME(S) ON ACCOUNT, ACCOUNT NUMBER(S) AND TYPE OF
ACCOUNT
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------------------------------------------------------------- ----------------------------------------------------------------------
------------------------------------------------------------- ----------------------------------------------------------------------
------------------------------------------------------------- ----------------------------------------------------------------------
------------------------------------------------------------- ----------------------------------------------------------------------
------------------------------------------------------------- ----------------------------------------------------------------------
BY SUBMITTING THIS FORM VIA EMAIL, I CERTIFY THAT I HAVE INCLUDED IN THIS REPORT ALL SECURITIES HOLDINGS AND ACCOUNTS REQUIRED TO BE
REPORTED PURSUANT TO THE CODE OF ETHICS.
/s/
------------------------------------------------ ---------------------------
SIGNATURE DATE REPORT SUBMITTED
PLEASE SUBMIT FORM TO HCM COMPLIANCE VIA EMAIL.
4. PRE-CLEARANCE REQUEST FORM
[HighMark Capital Management Logo Omitted]
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CODE OF ETHICS
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PRE-CLEARANCE REQUEST FORM
SELECT QUARTER
NAME: _______________________________________ PHONE NUMBER: (___)- _________________________
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PLEASE READ PAGES 5-6 OF THE CODE OF ETHICS REGARDING PRE-CLEARANCE. If you are seeking pre-clearance for a particular security type
or security transaction not listed in the Code, call the HCM Compliance Group immediately. If approved, this request is good for 48
HOURS from time of request.
I REQUEST PRIOR WRITTEN APPROVAL TO EXECUTE THE FOLLOWING TRADE(S).
NOTE: You MUST select a Security Type. If none is applicable, please call Compliance immediately.
------------------------------------------------------------------------------------------------------------------------------------
BUY/SELL SECURITY NAME SECURITY SECURITY TYPE SHARES/PAR DOES THE TOTAL DOLLAR
SYMBOL AMOUNT EXCEED
$20,000?
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Select Select Select
--------------- -------------------------------- ------------ ------------------------- ------------------- ------------------------
Select Select Select
--------------- -------------------------------- ------------ ------------------------- ------------------- ------------------------
Select Select Select
--------------- -------------------------------- ------------ ------------------------- ------------------- ------------------------
Select Select Select
--------------- -------------------------------- ------------ ------------------------- ------------------- ------------------------
Select Select Select
--------------- -------------------------------- ------------ ------------------------- ------------------- ------------------------
-------------------------------------------------
IPO PRIVATE APPROVED DENIED
PLACEMENT
-------------------------------------------------
[ ] [ ] [ ] [ ]
---------- -------------- ------------- ---------
[ ] [ ] [ ] [ ]
---------- -------------- ------------- ---------
[ ] [ ] [ ] [ ]
---------- -------------- ------------- ---------
[ ] [ ] [ ] [ ]
---------- -------------- ------------- ---------
[ ] [ ] [ ] [ ]
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I REPRESENT THAT I AM NOT: (I) AWARE OF ANY POSSIBLE OR PENDING PURCHASE OR SALE OF THE ABOVE SECURITY IN ANY PORTFOLIO FOR WHICH
HIGHMARK ACTS AS AN INVESTMENT ADVISER OR MANAGER; (II) IN POSSESSION OF ANY MATERIAL NON-PUBLIC INFORMATION CONCERNING THE ABOVE
SECURITIES; AND (III) ENGAGING IN ANY MANIPULATIVE OR DECEPTIVE TRADING ACTIVITY WITH RESPECT TO THE ABOVE SECURITY. I ACKNOWLEDGE
THAT I AM NOT PERMITTED TO EXECUTE THE TRADE DESCRIBED ABOVE UNLESS AND UNTIL I RECEIVE WRITTEN NOTICE OF APPROVAL FROM HCM
COMPLIANCE GROUP.
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SIGNATURE: /s/_____________________________________ DATE SUBMITTED: ________________ EMAIL TO: Xxxxx.Xxxxxxx@xxxx.xxx and
cc: Xxxx.Xxxxxx@xxxx.xxx
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COMPLIANCE OFFICER'S USE ONLY
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The above "Approved" trades initialed by Compliance Officer can be executed for 48 hours from the date/time of approval.
BY: /s/____________________________________________ DATE RETURNED: ________________
5. ACKNOWLEDGEMENT & CERTIFICATION FORM
[HighMark Capital Management Logo Omitted]
--------------------------------------------------------------------------------
CODE OF ETHICS
ACKNOWLEDGEMENT AND CERTIFICATION
--------------------------------------------------------------------------------
I certify that I have received, read, and understand that I am subject to HCM's
CODE OF ETHICS and POLICY ON PERSONAL SECURITIES TRANSACTIONS AND INSIDER
INFORMATION. The Code is in addition to UBOC's BUSINESS STANDARDS FOR ETHICAL
CONDUCT.
I certify that I will provide complete and accurate reporting as required under
the Code, and going forward, will comply with all requirements of the Code. I
further certify that I will not:
o Execute any prohibited purchases and/or sales, directly or indirectly, that
are outside those permissible by the Code.
o Employ any device, scheme or artifice to defraud UBOC, HCM, or any
affiliate thereof.
o Engage in any act, practice or course of business that operates or would
operate as a fraud or deceit upon UBOC, HCM, or any affiliate thereof.
o Make any untrue statement of a material fact, or omit to state a material
fact necessary in order to make the statements, in light of the
circumstances under which they are made, not misleading.
o Engage in any manipulative practice with respect to UBOC, HCM, or any
affiliate thereof.
o Trade while in possession of material, NON-PUBLIC INFORMATION.
o Trade ahead of or front-run any transactions for HCM's managed/advised
accounts.
I understand that it is a violation of SEC Rules to fail to submit a record of
my personal securities transactions within 30 calendar days of quarter-end.
--------------------------------------------------------------------------------
BY SUBMITTING THIS FORM VIA EMAIL, I AM CERTIFYING THE ABOVE STATEMENT.
/s/
------------------------------------- ------------------
SIGNATURE DATE
-------------------------------------
PRINT NAME
The Acknowledgement and Certification form is DUE 10 DAYS from the date of
receipt. Signed copies must be submitted to the Compliance Officer via email.
PLEASE COMPLETE NEXT PAGE AND SUBMIT TO HCM COMPLIANCE.
[HighMark Capital Management Logo Omitted]
UBOC'S BUSINESS STANDARDS FOR ETHICAL CONDUCT
OUTSIDE BUSINESS ACTIVITIES REPORT
For Year-End: ________
Name of Reporting Person: _________________________________
Date Report Due: _______________________________________
If you are not involved in any business activities outside of HighMark, please
check here. [ ]
------------------------------------------------------------------------------------------------
TYPE OF POSITION YOU HOLD NAME OF ORGANIZATION MONTH AND YEAR COMMENCED
(TRUSTEE, EXECUTOR, DIRECTOR, PROVIDE BRIEF DESCRIPTION ACTIVITY
OFFICER)
------------------------------------------------------------------------------------------------
------------------------------- --------------------------------- ------------------------------
------------------------------- --------------------------------- ------------------------------
------------------------------- --------------------------------- ------------------------------
------------------------------- --------------------------------- ------------------------------
------------------------------- --------------------------------- ------------------------------
------------------------------- --------------------------------- ------------------------------
Have you completed Form 1096 (Business Standard of Conduct Review/Approval
Request) with UBOC's Human Resources Department?
YES [ ] NO [ ]
BY SUBMITTING THIS FORM VIA EMAIL, I CERTIFY THAT THE ABOVE INFORMATION IS
ACCURATE AND COMPLETE AND IN COMPLIANCE WITH UBOC'S POLICY ON OUTSIDE
ACTIVITIES.
/s/
------------------------------------- ---------------------------
SIGNATURE DATE REPORT SUBMITTED
PLEASE SUBMIT FORMS (TWO PAGES) TO HCM COMPLIANCE VIA EMAIL
6. BROKERAGE LETTER
(Insert Current Date)
(Recipient Name)
[Address]
[City], [State] [Zip Code]
Dear Sir or Madam:
Please be advised that I am an employee of HighMark Capital Management, Inc., a
registered investment advisor. Please send duplicate statements for the above
brokerage accounts and duplicate confirmation of trades for the/these account(s)
to the attention of:
HighMark Capital Management, Inc.
Attn: Compliance Department
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
This request is made pursuant to HighMark's Code of Ethics and Procedures.
Additionally, please discontinue sending duplicate statements and confirmations
to all registered investment advisors currently on your distribution list for
the above account(s). HighMark Capital Management should be the only registered
investment advisor receiving duplicate statements and confirmations going
forward.
Thank you for your cooperation.
Sincerely,
[Employee Name]
7. COMPLIANCE MANUAL ACKNOWLEDGEMENT
[HighMark Capital Management Logo Omitted]
CODE OF ETHICS
COMPLIANCE MANUAL
ACKNOWLEDGEMENT FORM
--------------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN TO:
XXXXX XXXXXXX
HighMark Compliance Management Inc.
Attn: Compliance Department
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
EMAIL: xxxxx.xxxxxxx@xxxx.xxx
INTERNAL MAIL CODE: H-1203
I hereby acknowledge receipt of the Compliance Manual of HighMark Capital
Management, Inc. I hereby represent and affirm that I have read the Compliance
Manual in its entirety and fully understand its contents. I assume the
responsibilities and obligations assigned to me by the relevant sections of the
Compliance Manual. I further represent that if I should have any questions
concerning the Compliance Manual or regulations or other information described
therein, I will direct such questions to HCM Compliance. I shall maintain the
Compliance Manual in a place (electronic or hard copy) that allows for easy
access and reference.
--------------------------------------------------------------------------------
BY SUBMITTING THIS FORM VIA EMAIL, I AM CERTIFYING THE ABOVE STATEMENT.
/s/
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SIGNATURE DATE
---------------------------------------
PRINT NAME
