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HIGHMARK CAPITAL MANAGEMENT, INC .
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CODE OF ETHICS
POLICY ON PERSONAL SECURITIES TRANSACTIONS
AND INSIDER INFORMATION
JANUARY 1, 2005
TABLE OF CONTENTS
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PAGE
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 5
2.2 BLACKOUT PERIODS 6
2.3 INITIAL PUBLIC OFFERINGS AND LIMITED OFFERINGS 7
2.4 HIGHMARK FUND SHARES 7
2.5 PERSONAL SECURITIES TRANSACTIONS RECORDS 7
2.6 REPORTING REQUIREMENTS 9
2.7 CONFIDENTIALITY 9
3. INSIDER INFORMATION
3.1 INSIDER TRANSACTIONS 10
3.2 USE OF NON-PUBLIC INFORMATION 10
4. ENFORCEMENT OF THE CODE
4.1 COMPLIANCE OFFICER'S DUTIES AND RESPONSIBLITIES 11
4.2 CODE VIOLATIONS 11
4.3 ANNUAL WRITTEN REPORTS TO THE BOARDS OF DIRECTORS/TRUSTEES AND
AMENDMENTS TO THE CODE 13
4.4 RECORD RETENTION 13
4.5 RESOLUTION OF CONFLICTS 13
4.6 EFFECTIVE DATE OF THE CODE 13
APPENDIX A: DEFINITIONS 14
EXHIBITS: FORMS 16
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1. CODE OF ETHICS
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1.1 INTRODUCTION AND GENERAL POLICY STATEMENT
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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 and the
communication of non-public information.
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.
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.
o Must comply with the share trading policies of all mutual funds
in which they invest and not engage in any inappropriate trading
practices.
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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 any HCM director, officer or employee (or 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,
>> 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
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Advisory Persons noted above. The Compliance Officer may designate other
persons as Access Persons pursuant to applicable SEC rules.
2. PERSONAL SECURITIES TRANSACTIONS
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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.
2.1 PRE-CLEARANCE BY ADVISORY PERSONS
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.
SECURITY TYPE PRE-CLEARANCE REQUIRED
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Equity Transactions (1) Yes
Fixed Income Transactions Yes
UBOC Stock (2) No
Mitsubishi Tokyo Financial Group, Inc. No
HighMark Funds No
Open-end Non-HighMark Funds No
Closed-end Funds Yes
Exchange Traded Funds (3) No
Securities offered as part of an INITIAL PUBLIC OFFERING ("IPO") Yes
Securities offered as private placements or LIMITED OFFERINGS (4) Yes
U.S. Treasury/Agencies No
Short-Term Instruments or Cash Equivalents No
Employee 401(k) Automatic Purchases (5) No
Exercise of puts and calls purchased by Advisory Persons Yes
Writing of puts and calls by Advisory Persons Yes
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(1) IF EQUITY TRANSACTION EXCEEDS 500 SHARES. (See note below.) Includes
purchase of options. The 500 shares or less exception does not apply to
IPOS and LIMITED OFFERINGS.
(2) Includes all securities issued by UnionBanCal
(3) If based on a broad-based securities index
(4) Purchase is prohibited if private placement is issued by CLIENT
(5) Requires only reporting changes in investment options
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If a pre-clearance request is approved, the Advisory Person has 48 HOURS
from the date of the approval to trade in that security.
ADVISORY PERSONS MUST PRE-CLEAR ALL SECURITIES TRANSACTIONS THAT EXCEED 500
SHARES. MUST AGGREGATE THE PURCHASE OR SALE OF SAME SECURITY OVER A FIVE
(5) BUSINESS DAY PERIOD. (Example: If Advisory Person buys 300 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 150 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 500 shares within a five-day
period. Advisory Person must also report the aggregate shares if they
exceed 500. For quarterly reporting purposes, Advisory Person must report
all three transactions.)
THE PERSONAL SECURITIES TRANSACTIONS LISTED IN SECTION 2.1 MUST BE REPORTED
WHETHER PRE-CLEARED OR NOT. (SEE SECTION 2.6 FOR FURTHER DETAILS.)
2.2 BLACKOUT PERIODS
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(A) An Advisory Person cannot PURCHASE OR SELL, directly or
indirectly, any SECURITY in which the person has (or by reason of
the transaction acquires) any BENEFICIAL OWNERSHIP and where such
person has knowledge, at the time of such purchase or sale, that
the SECURITY:
o is being considered for PURCHASE OR SALE by a HighMark
Mutual Fund; or
o is being PURCHASED OR SOLD by a HighMark Mutual Fund.
(B) An Advisory Person cannot PURCHASE OR SELL, directly or
indirectly, any SECURITY in which the person has (or by reason of
such transaction acquires) any BENEFICIAL OWNERSHIP at any time
within 7 calendar days before or after the time that the same (or
a related) SECURITY is being PURCHASED OR sold by any HighMark
Mutual Fund the person manages or for which such person trades.
If a request for pre-clearance is approved, and subsequently a
HighMark Fund PURCHASES OR SELLS that SECURITY within seven (7)
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.
EXCEPTIONS TO BLACKOUT PERIODS
------------------------------
SECURITIES transactions that do not need to be pre-cleared are exempt
from blackout periods. More specifically, blackout periods do not
apply to:
(A) PURCHASES OR SALES of 500 shares or less;
(B) PURCHASES OR SALES OF ANY SECURITIES that are not eligible
for purchase or sale by any HighMark Fund;
(C) PURCHASES OR SALES which are outside of the CONTROL of the
Advisory Person;
(D) purchases that are part of an automatic purchase plan;
(E) 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
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(F) 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 -- ADVISORY PERSONS ONLY
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(A) Advisory Persons may purchase HighMark Funds only through:
>> UBOC's 401(k) Plan
>> A UBOC trust or agency account
>> A brokerage account established with UnionBanc Investment
Services LLC (f/k/a UBOCIS)
(B) Advisory Persons do NOT need to pre-clear the purchase or sale of
HighMark Funds.
30-DAY HOLDING PERIOD FOR HIGHMARK FUND SHARES
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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
exemptions to the HCM Board of Directors and to the HighMark
Funds' Board of Trustees at their next respective regular
meeting.
(C) 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
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All Access Persons must pre-clear purchases and sales of securities offered
in an IPO and a LIMITED OFFERING (private placement) with the Compliance
Officer. The 500 shares or less exception to pre-clearance does NOT apply.
2.5 PERSONAL SECURITIES TRANSACTIONS RECORDS
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INITIAL AND ANNUAL HOLDINGS REPORTS: Access Persons are required to report
SECURITIES holdings within 10 DAYS of employment and annually no later than
January 30 of each year. 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
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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;
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 16 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
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(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
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(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); and
(C) Purchases as part of an automatic purchase plan (I.E., 401(k)
plan).
(2) An Access Person need not submit annual holdings reports or quarterly
transactions reports, to the Compliance Officer if all the information
in the report would duplicate information contained in brokerage
account statements expected to be received by the Compliance Officer
NOT LATER THAN 30 DAYS after the calendar quarter.
ACKNOWLEDGEMENT AND CERTIFICATION: All Access Persons must sign this form
(see Exhibits on page 16) 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
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The following table lists some of the types of SECURITIES that are required
to be reported in annual holdings and quarterly transaction reports.
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) Yes
UBOC options Yes (1)
Government Bond No
Money Market Funds (affiliated and non-affiliated) No
Short-Term / Cash Equivalents No
U.S. Treasury / Agencies No
Employee 401(k) automatic purchases No
Employee 401(k) changes in investment options Yes
DRIPs No (2)
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(1) Report sale and exercise only, not receipt of options.
(2) Sales of stocks from DRIPs. Please notify Compliance Officer in writing of
sale and include transactions in any reports.
2.7 CONFIDENTIALITY
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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 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
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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 500 shares or less exception does NOT apply to the transactions
outlined below under this Section 3.
3.1 INSIDER TRANSACTIONS
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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.
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.
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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 of 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.
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
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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 three (3) 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.
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 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.
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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.
4.4 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,
>> 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.
4.5 RESOLUTION OF CONFLICTS
-----------------------
To the extent HCM PERSONNEL are subject to any other code of ethics or
policy of personal conduct, such 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.
4.6 EFFECTIVE DATE OF THE CODE
--------------------------
The Code is effective January 1, 2005 and supercedes any prior versions of
the Code.
13
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 any HCM director, officer or employee (or 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.
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
14
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; commercial paper; HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, including
repurchase agreements; shares issued by affiliated or unaffiliated money market
funds; or shares issued by other open-end investment companies, other than
HighMark Mutual 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.
15
[HighMark 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.]
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SECURITIES HOLDINGS. If you have no securities holdings to report, please check here. [ ]
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NAME OF STOCK OR DEBT ISSUER NUMBER OF SHARES (IF APPLICABLE) PRINCIPAL AMOUNT (BALANCE, MATURITY DATE AND INTEREST
RATE (IF APPLICABLE) )
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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 TYPE(S) OF ACCOUNT
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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. IF SUBMITTING THIS FORM BY HARD COPY, PLEASE SIGN BELOW.
/s/
--------------------------------------- -------------------------------
SIGNATURE DATE REPORT SUBMITTED
PLEASE SUBMIT FORM TO HIGHMARK COMPLIANCE (EMAIL, FAX @ (000) 000-0000 OR MAIL CODE: 1-475-14).
[HighMark Logo Omitted]
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CODE OF ETHICS
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QUARTERLY TRANSACTIONS REPORT
CALENDAR QUARTER ENDED: ________
Name of Reporting Person: ______________________________________________________ Date Report Due: ____________________________
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CHANGES IN 401(K) PLAN OPTIONS. If you had no changes in your investment options, please xxxx here. [ ]
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DATE OF NAME OF FORMER INVESTMENT OPTION(S) FORMER NAME OF NEW INVESTMENT OPTION(S) NEW PERCENTAGE(S)
CHANGE PERCENTAGE(S)
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SECURITIES TRANSACTIONS. If you had no securities transactions to report for the quarter, please xxxx here. [ ]
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DATE OF NAME OF HIGHMARK FUND, STOCK NUMBER OF PRINCIPAL AMOUNT (BALANCE), TYPE OF PRICE NAME OF BROKER,
TRANSACTIONS OR DEBT ISSUER SHARES MATURITY AND INTEREST DATES TRANSACTION DEALER OR BANK
(IF APPLICABLE) (IF APPLICABLE) EFFECTING TRANSACTION
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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 xxxx here. [ ]
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NAME OF BROKER, DEALER OR BANK DATE ACCOUNT WAS ESTABLISHED NAME(S) ON ACCOUNT AND TYPE OF ACCOUNT
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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. IF SUBMITTING THIS FORM BY HARD COPY, PLEASE SIGN BELOW.
/s/
--------------------------------------------------- -------------------------------
SIGNATURE DATE REPORT SUBMITTED
PLEASE SUBMIT FORM TO HIGHMARK COMPLIANCE (EMAIL, FAX @ (000) 000-0000 OR MAIL CODE: 1-475-14).
[HighMark Logo Omitted]
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CODE OF ETHICS
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ANNUAL HOLDINGS REPORT
FOR YEAR-END: ______
NAME OF REPORTING PERSON: ________________________________________________
REPORT DATED AS OF: _________________
DATE REPORT DUE: ____________________
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SECURITIES HOLDINGS. If you had no securities holdings to report, please check here. [ ]
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NAME OF HIGHMARK FUND, STOCK OR DEBT ISSUER NUMBER OF SHARES PRINCIPAL AMOUNT (BALANCE), MATURITY DATE
(IF APPLICABLE) AND INTEREST RATE
(IF APPLICABLE)
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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 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. IF SUBMITTING THIS FORM BY HARD COPY, PLEASE SIGN BELOW.
/s/
---------------------------------------------------- -----------------------------
SIGNATURE DATE REPORT SUBMITTED
PLEASE SUBMIT FORM TO HIGHMARK COMPLIANCE (EMAIL, FAX @ (000) 000-0000 OR MAIL CODE: 1-475-14).
[HighMark 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.
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BUY/SELL SECURITY NAME SECURITY SECURITY TYPE SHARES/PAR INITIAL PUBLIC PRIVATE APPROVED DISAPPROVED
SYMBOL OFFERING PLACEMENT
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Select Select [ ] [ ] [ ] [ ]
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Select Select [ ] [ ] [ ] [ ]
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Select Select [ ] [ ] [ ] [ ]
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Select Select [ ] [ ] [ ] [ ]
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Select Select [ ] [ ] [ ] [ ]
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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 Completed Form To: Xxxxxxxx.Xxxxxxx@xxxx.xxx and cc:
-------------------------- ------------------ XxxX.Xxxx@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 Approved:
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[HighMark 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 OF 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.
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BY SUBMITTING THIS FORM VIA EMAIL, I AM CERTIFYING THE ABOVE STATEMENT.
/s/
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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.
[
[Click HERE and type recipient's address
RE: Account Holder
Account #
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 Xxxxxxx 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
[HighMark Logo Omitted]
CODE OF ETHICS
COMPLIANCE MANUAL
ACKNOWLEDGEMENT FORM
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PLEASE SIGN, DATE AND RETURN TO:
XXXXXXXX X. XXXXXXX
HighMark Compliance Management Inc.
Compliance Department
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
EMAIL: xxxxxxxx.xxxxxxx@xxxx.xxx
MAIL CODE: 1-475-14
FAX: 000.000.0000
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.
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BY SUBMITTING THIS FORM VIA EMAIL, I AM CERTIFYING THE ABOVE STATEMENT.
/s/
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SIGNATURE DATE
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PRINT NAME
