Exhibit
14.1  Sirtris Pharmaceuticals, Inc.    CORPORATE CODE OF ETHICS AND CONDUCT      Approved:  February 13, 2007


TABLE OF
CONTENTS  1.
  General
  Policy
  12.
  Compliance
  with the Law
  23.
  Stocks
  24.
  Confidential
  Information
  35.
  Special
  Ethical Obligations for Employees with Public Reporting Responsibilities
  36.
  Continuing
  Disclosure Obligations and Accuracy of Business Records
  57.
  Protection
  and Proper Use of Company Assets
  58.
  Corporate
  Opportunities
  69.
  Fair
  Dealing
  610.
  Conflicts
  of Interest
  611.
  Gifts,
  Meals and Entertainment
  712.
  Interacting
  with the Government
  813.
  Privacy
  and Employee Relations
  814.
  Market
  Competition
  815.
  Purchasing
  916.
  Political
  Contributions
  917.
  Exports
  and Imports
  918.
  Media/Public
  Relations and Governmental Inquiries
  1019.
  Response
  to Investigations or Government Inquiries
  1020.
  Document
  Retention Policy
  1121.
  Amendments and Waivers
  11  i


Sirtris
Pharmaceuticals, Inc.  Corporate Code of
Ethics and Conduct  1.General Policy  It is
the policy of Sirtris Pharmaceuticals, Inc. (the Company) to conduct
business in compliance with all applicable laws, rules and
regulations.  Further, it is our policy
to conduct business with integrity.  We
make this commitment to our customers, to our partners, to our shareholders, to
our community, to those government agencies that regulate the Company, and to
ourselves.  Each
Company employee, officer and director, as well as agents and contractors working
on behalf of the Company, must work to comply with the policies set forth in
this Code of Ethics and Conduct (the Code). 
All employees, officers and directors should review this Code or summary
materials issued in conjunction with the Code, and make sure that these
policies guide their actions. Because of the complex and changing nature of
legal requirements, each member of the Company must be constantly vigilant to
ensure that their conduct complies with the Code.  If any employee, officer or director becomes
aware of an issue of legal compliance which is not adequately addressed in this
Code, you should notify your supervisor or the Chief Operating Officer.  The text of the Companys Corporate Code of
Ethics and Conduct can also be found at www.sirtrispharma.com.  The
Company takes compliance with laws, regulations, rules and the Code
seriously.  Any violation of such will
result in disciplinary action.  Such
action may include an oral or written warning, disciplinary probation,
suspension, reduction in salary, demotion, or dismissal from employment.  These disciplinary actions also may apply to
an employees supervisor who directs or approves the employees improper
actions or is aware of those actions, but does not act appropriately to correct
them or fails to exercise appropriate supervision.  If a
question arises as to whether any action complies with the Company policies or
applicable law, an employee, officer or director should present that question
directly to the Companys Chief Operating Officer (the Compliance Officer).  The Compliance Officers telephone number
(the Compliance Line) is (617) 252-6920 (x 2111).  The Compliance Officer may also be contacted
at the following e-mail address: gbohlin@sirtrispharma.com.Concerns about violations of any
part of this Code made to the telephone number may be made anonymously.Any calls,
detailed notes and/or emails will be dealt with confidentially.  Simply ask your question or give any
information you may have.  In raising an
issue, you may remain anonymous, although you are encouraged to identify
yourself.  Should you choose to identify
yourself, your identity will be kept confidential to the extent feasible or
permissible under the law.  All
employees, officers and directors and agents of the Company have the commitment
of the Company and of the Audit Committee of the Companys Board of Directors
that they will be protected from retaliation.However, the
Company reserves the right to discipline  1


anyone who knowingly makes a
false accusation, provides false information to the Company or has acted
improperly.Failure to report known or suspected
wrongdoing of which any member of the Company has knowledge may, by itself,
subject that person to disciplinary action.  This
Code generally highlights some of the more important legal principles with
which employees, officers and directors and agents are expected to be familiar.
The fact that this Code does not specifically reference other applicable laws
(some of which may be covered in other the Company policies), does not diminish
their importance or application.  2.             Compliance
with the Law  The
Company seeks to comply with all applicable government laws, rules and
regulations.  We need the cooperation of
all employees, officers and directors to do so and to bring lapses or
violations to light. While some regulatory schemes may not carry criminal
penalties, they control the licenses and certifications that allow the Company
to conduct its business.  The Companys
continued ability to operate depends upon your help for compliance.  Some
of the regulatory programs which employees may deal with in the course of their
duties include, but are not limited to, the following:  ·Labor laws. ·OccupationalSafety and Health regulation. ·Building, safety, and fire codes. ·Wageand Hour Laws. ·Laws and regulations pertaining to the
development, manufacture and sale of biopharmaceutical products, including,
without limitation, the U. S. Food, Drug & Cosmetic Act and all
applicable U.S. Food and Drug Administration regulations and guidance documents
relating to the manufacture, promotion and sale of biopharmaceutical products.  The
Compliance Officer can provide employees with information on these rules, and
can direct questions or concerns to the proper person.  3.             Stocks  Because
our stock is a publicly traded security, certain activities of the Company are
subject to certain provisions of the federal securities laws.  These laws govern the dissemination or use of
information about the affairs of the Company or its subsidiaries or affiliates,
and other information which might be of interest to persons considering the
purchase or sale of our stock. 
Violations of the federal securities laws could subject you and the
Company to stiff criminal and civil penalties. 
Accordingly, the Company does not sanction and will not tolerate any
conduct that risks a violation of these laws.  2


a.             Disclosure of Transactions in Companys Securities  The
Securities and Exchange Commission (SEC) requires continuing disclosure of
transactions in the Companys publicly traded securities by the Company, its
directors, officers, major shareholders and other affiliated persons.  We are committed to complying with
obligations related this disclosure.  b.             Insider Trading  It is
illegal for any person, either personally or on behalf of others, (i) to
buy or sell securities while in possession of material nonpublic information,
or (ii) to communicate (to tip) material nonpublic information to
another person who trades in the securities on the basis of the information or
who in turn passes the information on to someone who trades.  All directors, officers, employees and temporary
insiders, such as accountants and lawyers, must comply with these insider
trading restrictions.  For more
information, please see the Companys Insider Trading Policy, which can be
obtained from the Compliance Officer and is located in the Employee Handbook.  4.             Confidential
Information  You
may be entrusted with the Companys confidential business information.  You are required to safeguard and use such
information only for the Companys purposes. 
Confidential information includes all non-public information that might
be of use to competitors, or harmful to the Company or its customers, if
disclosed.  You are expected to maintain
the confidentiality of any and all such information entrusted to you by the
Company or our customers or partners. 
Examples of confidential business information include, but are not
limited to: the Companys trade secrets, business trends, information on
clinical trial results, the status of regulatory approvals for our product
candidates, product development programs, detailed sales and cost figures, new
product or marketing plans, research and development ideas or information,
manufacturing or drug discovery processes, and information about potential
collaborations, joint ventures, acquisitions, divestitures and investments.  Failure to observe this duty of
confidentiality may compromise our competitive advantage over competitors and
may additionally result in a violation of securities, antitrust or employment
laws.  It may also violate agreements
providing for the protection of such confidential information the Company has
entered into with third parties. You should not discuss confidential Company
information outside the Company, even with your own family.  You
may also possess sensitive, privileged information about our customers or
partners.  These parties properly expect
that this information will be kept confidential.  The Company takes very seriously any
violation of a customers or partners confidentiality and will not tolerate
such conduct.  5.             Special
Ethical Obligations for Employees with Public Reporting Responsibilities  As
a public company, weare also committed to carrying out all continuing disclosure obligations in a
full, fair, accurate, timely and understandable manner.  3


Depending
on their position with the Company, employees, officers or directors may be
called upon to provide information to assure that the Companys public reports
are complete, fair and understandable. 
The Company expects all of its personnel to take this responsibility
very seriously and to provide prompt and accurate answers to inquiries related
to the Companys public disclosure requirements.  Because
of this special role, all employees, officers, and directors are bound by the
following Code of Ethics, and by accepting this Code of Ethics, each agrees, as
applicable, that he or she will:  ·Act with honesty and
integrity, avoiding actual or apparent conflicts of interest in personal and
professional relationships. ·Provide information that is
accurate, complete, objective, relevant, timely and understandable to ensure
full, fair, accurate, timely, and understandable disclosure in reports and
documents that the Company files with, or submits to, government agencies and
in other public communications. ·Comply with rules and
regulations of federal, state, provincial and local governments, and other
appropriate private and public regulatory agencies. ·Act in good faith,
responsibly, with due care, competence and diligence, without misrepresenting
material facts or allowing ones independent judgment to be subordinated. ·Respect the confidentiality
of information acquired in the course of ones work except when authorized or
otherwise legally obligated to disclose. Confidential information acquired in
the course of ones work will not be used for personal advantage. ·Share knowledge and maintain
skills important and relevant to shareholders needs. ·Proactively promote and be
an example of ethical behavior as a responsible partner among peers, in the
work environment and the community. ·Achieve responsible use of
and control over all assets and resources employed or entrusted.  The
Accounting Department bears a special responsibility for promoting integrity
throughout the organization, with responsibilities to shareholders both inside
and outside of the Company.  The Chief
Executive Officer and other Accounting Department personnel have a special role
both to adhere to these principles themselves and also to ensure that a culture
exists throughout the company as a whole that ensures the fair and timely
reporting of the Companys financial results and condition.  Employees, officers and
directors should promptly report to the Compliance Officer and/ortheChairman of the Audit Committee any
conduct that the individual believes to be a violation of law or business
ethics or of any provision of the Code, including any transaction or
relationship that reasonably could be expected to give rise to such a
conflict.Violations, including
failures to report potential violations by others, will  4


be
viewed as a severe disciplinary matter that may result in personnel action,
including termination of employment.  6.             Continuing
Disclosure Obligations and Accuracy of Business Records  In order to support all
our disclosure obligations, it is our policy to record andreportour factual information honestly and
accurately.  Failure to do so is a grave
offense and will subject an individual to severe discipline by the Company, as
well as possible criminal and civil penalties.  Compliance with
established accounting procedures, the Companys system of internal and
disclosure controls, and generally accepted accounting principles is necessary
at all times.  In order to achieve such
compliance, the Companys records, books and documents must accurately reflect
the transactions and provide a full account of the Companys assets,
liabilities,revenuesand expenses. 
Knowingly entering inaccurate or fraudulent information into the Companys
accounting system is unacceptable and may be illegal.  Any individual that has knowledge that an
entry or process is false and material are expected to consult the Compliance
Officer.  In addition, it is the
responsibility of each member of the Company to give their cooperation to the
Companys authorized internal and external auditors.  Every individual should
also be aware that almost all business records of the Company may become
subject to public disclosure in the course of litigation or governmental
investigation.  Records are also often
obtained by outside parties or the media. 
Employees should therefore attempt to be as clear, concise, truthful and
accurate as possible whenrecordingany information. 
They must refrain from making legal conclusions or commenting on legal
positions taken by the Company or others. 
They must also avoid exaggeration, colorful language, and derogatory
characterizations of people and their motives. 
The Company will not tolerate any conduct that creates an inaccurate
impression of the Companys business operations.  7.             Protection
and Proper Use of Company Assets  Employees,officersand directors should protect the Companys
assets and ensure their efficient use. 
Theft, carelessness and waste have a direct impact on the Companys
profitability.  All Company assets should
be used for legitimate business purposes.  a.             Computers, the Internet and Email  Everyone who works with
the Companys computer-based resources is responsible for their appropriate use
and protection from theft, damage or loss. 
Employees should take care to understand the risks and protect and
ensure that the security features of the computer-based resources are not
compromised.  Information created,
transmitted or accessed on Company networks is Company property and the Company
reserves the right to monitor or restrict access to it.  Computer
software used in connection with the Companys business must be properly
licensed and used only in accordance with that license.  Using unlicensed  5


software
could constitute copyright infringement. 
If an employee has any questions as to whether his or her use of
computer software is licensed, he or she should consult with the Companys
Information Technology Department.  The
same level of care should be taken when using the Companys e-mail, internet
and voice mail systems as is used in written documents.  For example, confidential information about
the Company should not be disclosed on electronic bulletin boards, in chat
rooms or posted on an internet website.  8.             Corporate
Opportunities  Employees,
officers and directors are prohibited from (a) taking for yourself
personally opportunities that you discover through the use of Company property,
information or position, (b) using Company property, information or
position for personal gain, and (c) competing with the Company.  An employee, officer or director owes a duty
to the Company to advance its legitimate interests when the opportunity to do
so arises.  9.             Fair
Dealing  Employees,
officers and directors should endeavor to deal fairly with the Companys
customers, partners, suppliers, competitors and employees.  You should not take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair-dealing practices.  10.          Conflicts
of Interest  Company
employees, officers and directors should avoid all potential conflicts of
interest or situations that give the appearance of such conflict of
interest.  A conflict of interest occurs
when the private interest of a Company employee (or an immediate family or
household member or someone with whom you have an intimate relationship)
interferes, in any way  or even appears to interfere  with the duties
performed by the Company employee or with the interests of the Company as a
whole.  A conflict situation can arise
when an employee, officer or director takes actions or has interests that may
make it difficult to perform his or her work objectively and effectively.  Conflicts of interest also arise when an
employee, officer or director, or a member of his or her family, receives
improper personal benefits as a result of his or her position in the Company.  Loans to, or guarantees of obligations of,
such persons are of special concern.  To
this end, Company employees, officers or directors may not be employed by, act
as a consultant to, or have an independent business relationship with any of
the Companys customers, competitors or suppliers.  Nor may employees, officers or directors
invest in any customer, supplier, or competitor (other than through mutual
funds or through holdings of less than 1percent of the
outstanding shares of publicly traded securities) unless they first obtain
written permission from the Chief Executive Officer.  Employees, officers or directors should not
have other outside employment or business interests that place them in the
position of (i) appearing to represent the Company, (ii) providing
goods or services substantially similar to those the Company provides or is
considering making available, or (iii) lessening their efficiency,
productivity, or  6


dedication to the Company in performing their everyday
duties.  Employees, officers and
directors may not have an interest in or speculate in anything of value which
may be affected by the Companys business. 
Employees, officers or directors may not divulge or use the Companys
confidential information  such as financial data, clinical results, regulatory
status, customer or partner information, and computer programs  for their own
personal or business purposes.  Any
personal or business activities by an employee, officer or director that may
raise concerns along these lines must be disclosed to and approved in advance
by the Compliance Officer.You should also
obtain the approval of the Compliance Officer when accepting a board position
with a not-for-profit entity, when there may be a Company business relationship
with the entity or an expectation of financial or other support from the
Company.  11.          Gifts,
Meals and Entertainment  a.             Entertainment and Gifts  The
Company recognizes that in some instances, gifts and entertainment can provide
an entirely appropriate means of furthering a business relationship.  However, no employee, officer or director
should accept or provide gifts of more than $50 in connection with their
business dealings.  The offer or receipt
of any such gift over $50 should be reported immediately to the Compliance
Officer.  Normal business courtesies
involving no more than ordinary amenities (such as lunch, dinner, a spectator
event, or a golf game) are permitted, as are token non-cash gifts of nominal
value.  The guiding principle and spirit
of this code is that no gift, favor or entertainment, whether a single event or
a pattern of behavior, should be accepted or provided if it will obligate, or
appear to obligate, the recipient.  If
you are uncertain about the propriety of a gift, you should contact the
Compliance Officer for guidance.  b.             Relationships with Government Personnel  Separate
and more stringent gift, meals, and entertainment rules apply to dealings
with government officials.  Federal and
state anti-kickback laws prohibit the Company and its representatives from
knowingly and willfully offering, paying, requesting, or receiving any money or
other benefit, directly or indirectly, in return for obtaining or rewarding
favorable treatment in connection with the award of a government contract.  Any employee who becomes aware of any such
conduct should immediately report it to the Compliance Officer.  The
anti-kickback laws must be considered whenever something of value is given or
received by the Company or its representatives or affiliates that is in any way
connected to work performed for the government. 
There are many transactions that may violate the anti-kickback
rules.  As a result, no one acting on
behalf of the Company may offer or accept gifts, loans, rebates, services, or
payment of any kind to or from government suppliers and vendors without first
consulting the Compliance Officer.  7


c.             Business Dealings in Foreign Countries  Federal
law prohibits U.S. companies, and those acting on their behalf, from bribing
foreign officials to obtain or retain business. 
Foreign officials include officers and employees of a foreign government
or of a foreign governmental department or agency.  Indirect payments including those to agents
or third parties with the knowledge that at least a portion of the payment will
be given to a foreign official for an illegal purpose are prohibited. The
Company will not tolerate any conduct that violates this law.  12.          Interacting
with the Government  a.             Relations with Government  We are
committed to being a good corporate citizen and the Company values its good
relations with local, state, federal and foreign governments.  The
Companys policy is to deal honestly and fairly with government representatives
and agents and to comply with valid and reasonable governmental requests and
processes.  Be truthful and
straightforward in your dealings with governmental representatives and do not
direct or encourage another Company employee (or someone else) to provide false
or misleading information to any government agent or representative.  Do not direct or encourage anyone to destroy
records relevant to a fact-finding process.  13.          Privacy
and Employee Relations  Even
though an employees non-work-related activities outside of the Company are
considered personal business, employees should always remember that they are a
representative of the Company.  All
employees, officers and directors should review the Companys policies
regarding diversity, discrimination, workplace harassment (including sexual
harassment), health and safety and related matters.  14.          Market
Competition  The
Company is committed to complying with all state and federal antitrust
laws.  The purpose of the antitrust laws
is to preserve the competitive free enterprise system.  The antitrust laws in the United States are
founded on the belief that the public interest is best served by vigorous
competition, free from collusive agreements among competitors on price or service
terms.  The antitrust laws help preserve
the countrys economic, political, and social institutions; the Company is
firmly committed to the philosophy underlying those laws.  While
the antitrust laws clearly prohibit most agreements to fix prices, divide
markets, and boycott, they also proscribe conduct that is found to restrain
competition unreasonably.  This can
include, depending on the facts and circumstances involved, certain attempts to
tie or bundle services together, certain exclusionary activities, and certain
agreements that have the effect of harming a competitor or unlawfully raising  8


prices.  Any
questions that arise in this area should be addressed to the Compliance
Officer.  15.          Purchasing  Purchasing
decisions must be made in accordance with applicable Company policy.  In addition, the prohibitions discussed in Section 11
of this Code, entitled Gifts, Meals and Entertainment apply to purchasing
decisions made on behalf of the Company. 
Purchasing decisions must in all instances be made free from any
conflicts of interest that could affect the outcome.  The Company is committed to a fair and
objective procurement system which results in the acquisition of quality goods
and services for the Company at a fair price.  16.          Political
Contributions  The
Company believes that our democratic form of government benefits from citizens
who are politically active.  For this
reason, the Company encourages each of its employees to participate in civic
and political activities in his or her own way.  The
Companys direct political activities are, however, limited by law.  Corporations may not make any contributions 
whether direct or indirect  to candidates for federal office.  Thus, the Company may not contribute any
money or products, or lend the use of vehicles, equipment, or facilities, to
candidates for federal office.  Nor may
the Company make contributions to political action committees that make
contributions to candidates for federal office. 
Neither the Company, nor supervisory personnel within the Company, may
require any employees to make any such contribution.  Finally, the Company cannot reimburse its
employees for any money they contribute to political candidates or campaigns.  Many
state laws also limit the extent to which corporations and individuals may
contribute to political candidates.  Any
question about the propriety of political activity or contribution should be
directed to the Compliance Officer.  17.          Exports
and Imports  There
are many U.S. laws governing international trade and commerce which serve to
limit the export of certain products to certain countries.  The Company is committed to complying with
those laws.  Under no circumstances will
the Company make sales contrary to U.S. export laws.  Because these regulations are complicated and
change periodically, employees and agents seeking to make a sale to a customer
in a foreign country must first confirm the legal trade status of that
country.  If an employee or agent is
uncertain about whether a foreign sale complies with U.S. export laws, he or
she must contact the Compliance Officer for guidance.  The Company employees and agents should be
aware that there are also many U.S. laws that govern the import of items into
the United States.  Among other things,
these laws control what can be imported into the United States, how the
articles should be marked, and the amount of duty to be paid.  The Company complies with all U.S. import
laws.  If an employee or agent is
uncertain  9


about whether a transaction involving the importation
of items into the United States complies with these laws, he or she must
contact the Compliance Officer for guidance.  18.          Media/Public
Relations and Governmental Inquiries  When
the Company provides information to the news media, securities analysts and
stockholders, it has an obligation to do so accurately and completely.  In order to ensure that the Company complies
with its obligations, employees receiving inquiries regarding the Companys activities,
results, plans or position on public issues should refer the request to the
Companys Chief Executive Officer, Chief Operating Officer, or the designated
corporate spokesperson.  The Company
employees may not speak publicly for the Company unless specifically authorized
by senior management.  Although
unlikely, a government representative may seek to interview an employee
regarding the Companys business activities or an employees work at the
Company.  If an employee is contacted by
a government agent or representative and asked to provide information, contact
the Chief Operating Officer at (617) 252-6920 (x 2111).  Occasionally,
someone will arrive unexpectedly or a government representative may seek to
inspect Company property.  If this happens,
an employee should immediately notify his or her manager or supervisor and
contact the Chief Operating Officer at (617) 252-6920 (x 2111).  19.          Response
to Investigations or Government Inquiries  Numerous
state and federal agencies have broad legal authority to investigate the
Company and review its records.  The
Company will comply with subpoenas and respond to governmental investigations
as required by law.  The Compliance Officer
is responsible for coordinating the Companys response to investigations and
the release of any information.  If an
employee or officer receives an investigative demand, subpoena, or search
warrant involving the Company, it should be brought immediately to the
Compliance Officer.  No documents should
be released or copied without authorization from the Compliance Officer or the
Companys legal counsel.  If an
investigator, agent or government auditor comes to the Companys corporate
headquarters, the Chief Executive Officer should be contacted immediately.  In the absence of the Chief Executive
Officer, contact the Companys Compliance Officer.  Ask the investigator to wait until the
contacted individual arrives before reviewing any documents or conducting any
interviews.  The Compliance Officer, his
designee, or the Companys legal counsel is responsible for assisting with any
interviews.  If the Companys employees
are approached by government investigators and agents while they are away from
the Companys premises and asked to discuss Company affairs, the employee has
the right to insist on being interviewed during business hours with a
supervisor or counsel present. 
Alternatively, any employee may choose to be interviewed or not to be
interviewed at all.  The Company
recognizes the choice of how to proceed in these circumstances is left  10


entirely to the employee.  If an employee chooses to speak with
government personnel, it is essential that the employee be truthful.  Questions may be directed to the Compliance Officer.  The
Company employees are not permitted to alter, remove, or destroy documents or
records of the Company except in accordance with regular document retention and
destruction practices.  20.          Document
Retention Policy  The Company has a
document retention policy in place to provide reasonable and consistent
standards and procedures for the retention and disposal of Accounting &
Financial documents and that provide a routine business practice of maintaining
records for a predetermined period of time.  21.          Amendments
and Waivers  This Code applies to all the Company employees,
officers and directors and will be distributed to each new employee, officer
and director upon commencement of his or her employment or other relationship
with the Company.  The Company reserves
the right to amend, alter or terminate this Code at any time for any
reason.  There shall be no substantive
amendment or waiver of any part of the Code affecting the directors, senior
financial officers, or executive officers, except by a vote of the Board of
Directors, which will ascertain whether an amendment or waiver is appropriate
and ensure that the amendment or waiver is accompanied by appropriate controls
designed to protect the Company.  The most current version of this Code may be found
on our website.  In the event that any
substantive amendment is made or any waiver is granted, the waiver will be
posted on the Companys website and otherwise disclosed as required by law or
regulations of the NASDAQ National Global Market.  This document is not an employment contract between
the Company and any of its employees, officers or directors  11


EMPLOYEE CERTIFICATION AND AGREEMENT OF COMPLIANCE  I certify that I have
read the Companys Corporate Code of Ethics and Conduct (the Code) and
fully understand the obligations set forth in that document.  The Code includes a
statement of the Companys policies, which are designed to ensure that the
Company and its employees conduct the Companys business in compliance with all
federal and state laws governing its operations and the conduct is consistent
with the highest standards of business and professional ethics.  I understand that the
Code obligates all employees to carry out their duties for the Company in
accordance with these policies and with applicable laws.  I further understand that any violation of
these policies or applicable laws, or any deviation from appropriate ethical
standards, will subject an employee to disciplinary action.  Indeed, I understand that even a failure to
report such a violation or deviation may, by itself, subject an employee to
disciplinary action.  I am also aware that in
the event that I have any question about whether an action complies with the
Companys policies or applicable law, I should present that question to my
supervisor or, if appropriate, directly to the Companys Compliance Officer.  With these understandings
of my obligations, I agree to act in accordance with the Company policies set
forth in the Code.  Having read the Code,
I am not currently aware of any matter that should be brought to the attention
of Compliance personnel as a violation or suspected violation of this Code.  Signed:Print Name:Date:  12