C. H. DEAN & ASSOCIATES, INC.
2480 SECURITIES LLC
DEAN FAMILY OF FUNDS
CODE OF ETHICS
AND
INSIDER TRADING POLICY
As Amended Effective October 1, 1999
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TABLE OF CONTENTS
Page
SECTION I. Policy Statement On Ethical Standards...................1
General Statement..........................................................1
Prohibited Business Practices..............................................2
Securities Trading Restrictions............................................4
SECTION II. Policy Statement On Insider Trading.....................5
Policy Statement On Insider Trading........................................5
Insider....................................................................5
Material Information.......................................................6
Non-Public Information.....................................................6
Penalties for Insider Trading..............................................6
SECTION III. Procedures To Implement The Code........................7
Identifying Inside Information.............................................7
Restricting Access to Material Non-Public Information......................7
Holdings Reports...........................................................8
Exceptions to the Requirement to Submit Holdings Reports...................9
Quarterly Transaction Reports..............................................9
Exceptions to the Requirement to Submit Quarterly Transaction Reports.....10
Annual Certification......................................................11
Disclosure of Ownership...................................................11
Preclearance Requirements for Trades and Investments by Advisory Persons..11
SECTION IV. Sanctions..............................................14
SECTION V. Supervisory Procedures.................................15
Prevention of Insider Trading and Promotion of Ethical Standards..........15
Detection of Insider Trading and Unethical Practices......................15
Special Reports to Management.............................................16
Annual Reports to Management..............................................16
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SECTION I Policy Statement On Ethical Standards
A. General Statement
Rule 17j-1 under the Investment Company Act of 1940 (the "1940 Act")
requires registered investment companies and their investment advisers,
sub-advisers and principal underwriters to adopt codes of ethics to
prevent fraudulent, deceptive and manipulative practices and to
institute procedures to prevent violations of the code of ethics.
The Dean Family of Funds (the "Trust") is registered as an open-end
management investment company under the Act. Pursuant to Rule 17j-1
under the 1940 Act, the Trust had adopted this Code of Ethics and
Insider Trading Policy (the "Code").
C. H. Dean & Associates, Inc. ("Dean & Associates") is the investment
adviser for the Trust. 2480 Securities LLC ("2480 Securities"), a
subsidiary of C. H. Dean & Associates, Inc., is the principal
underwriter for the Trust. Pursuant to Rule 17j-1 under the 1940 Act,
Dean & Associates and 2480 Securities (collectively, the "Company")
also have adopted the Code.
The Company operates under the careful scrutiny of federal and state
regulatory authorities. The Company's historic commitment to strict
ethical standards stems not only from this scrutiny, but also from a
belief that the Company's clients have brought it success due to its
hard work and high ethical standards. High ethical standards are a
fundamental part of the Company's operations, and the role its
employees play in its success.
Except as otherwise specified herein, this Code applies to the
following persons:
o All employees of the Company;
o All officers of the Company;
o All directors of the Company;
o All officers of the Trust;
o All Trustees of the Trust; and
o Persons in a control relationship to the Trust or the
Company who obtain information concerning recommendations made
to the Trust with regard to the purchase or sale of securities
by the Trust.
These persons are called "Access Persons" in this document.
This Code is intended to insure that the personal securities
transactions of Access Persons are conducted in accordance with the
following principles:
o A duty at all times to place first the interests of clients;
o The requirement that all personal securities transactions be
conducted consistent with this Code and in such a manner to
avoid any actual or potential conflict of interest or any
abuse of an individual's responsibility and position of trust;
and
o The fundamental standard that Company personnel not take
inappropriate advantage of their positions.
Compliance with the Code, however, does not relieve an Access Person of
any obligation under any laws or rules pertaining to the activities of
an Access Person, including federal and state securities laws and the
rules of the National Association of Securities Dealers, Inc. ("NASD").
Every Access Person must read and retain this Code. Any questions
regarding the following policies and procedures should be referred to
the person designated by the Company and/or the Trust as its Compliance
Officer.
B. Prohibited Business Practices
The Company is a fiduciary, and has a duty to act primarily for the
benefit of its clients. While the nature and extent of this duty will
vary according to the nature of the relationship between the Company
and the client and the circumstances of each case, certain practices
are clearly dishonest and unethical. To insure compliance with the
Company's high ethical standards, and its fiduciary obligations to
clients, no Access Person shall engage in any of the following business
practices:
1. Knowingly sell any security to, or purchase any security from,
a client while acting as a principal for his or her own
account or for the Company's account, or knowingly effect a
sale or purchase of a security for the account of a client
while acting as a broker for another, without disclosing to
the client in writing before execution of the transaction the
capacity in which he or she is acting and obtaining the
consent of the client to the transaction.
2. Recommend to a client the purchase, sale or exchange of any
security without reasonable grounds to believe that the
recommendation is suitable for the client on the basis of
information furnished by the client after reasonable inquiry
concerning the client's investment objectives, financial
situation and needs, and any other information known or
acquired after reasonable examination of the client's
financial records.
3. Place an order to purchase or sell a security for the account
of a client without authority to do so.
4. Place an order to purchase or sell a security for the account
of a client upon instruction of a third party (such as a
broker-dealer or another adviser) without first having
obtained a written third-party authorization from the client.
5. Exercise any discretionary power in placing an order for the
purchase or sale of securities for a client, without obtaining
written discretionary authority from the client promptly after
the date of the first transaction placed pursuant to oral
discretionary authority, but in no event later than 10
business days after the first transaction, unless the
discretionary power relates solely to the price at which or
the time when an order involving a definite amount of a
specified security shall be executed.
6. Induce trading in a client's account that is excessive in
size or frequency in view of the financial resources,
investment objectives and character of the account.
7. Borrow money or s ecurities from a client unless the client,
is a broker-dealer or a financial institution engaged in the
business of loaning funds or securities.
8. Loan money to a client.
9. Misrepresent to any client or prospective client the
qualifications of the Company or any employee of the Company,
or misrepresent the nature of the advisory services being
offered or fees to be charged for such services, or omit to
state a material fact necessary to make statements regarding
qualifications, services or fees, in light of the
circumstances under which they were made, not misleading.
10. Provide a report or recommendation to any client prepared by
someone other than the Company without disclosing that fact,
other than with respect to published research reports, or
statistical analyses normally used or ordered by the Company
in providing advisory services.
11. Charge a client an unreasonable advisory fee.
12. Fail to disclose to a client in writing before any advice is
rendered any material conflict of interest relating to the
Company or any of its employees that could reasonably be
expected to impair the rendering of unbiased and objective
advice including:
o Compensation arrangements connected with advisory
services to clients, which are in addition to
compensation from such clients for such services; and
o Charging a client an advisory fee for rendering
advice, when a commission for executing securities
transactions pursuant to such advice will be received
by the Company or its employees.
13. Guarantee a client that a specific result will be achieved
(gain or loss) as a result of the advice provided to the client
14. Publish, circulate or distribute any advertisement which does
not comply with the following laws and rules:
o The Investment Company Act of 1940 and the rules
under the 1940 Act;
o The Investment Advisers Act of 1940 and the rules
under the Advisers Act; and
o The NASD rules.
15. Disclose the identity, affairs or investments of any client
to any third party, unless required by law to do so, or unless
the client consents to the disclosure.
16. Enter into, extend or renew any investment advisory contract,
unless the contract is in writing and discloses, in substance,
the services to be provided, the term of the contract, the
advisory fee, the formula for computing the fee, the amount of
prepaid fee to be returned in the event of contract
termination or nonperformance, whether the contract grants
discretionary power to the Company, and that no assignment of
the contract shall be made by the Company without the consent
of the other party to the contract.
17. Fail to disclose to a client or prospective client each
material fact with respect to:
o Any financial condition of the Company that is
reasonably likely to impair the ability of the
Company to meet contractual commitments to a client;
or
o A legal or disciplinary action that is material to an
evaluation of the Company's integrity, or ability to
meet contractual commitments to a client.
The conduct set forth above is not all inclusive. Engaging in other
conduct, such as nondisclosure, incomplete disclosure, frontrunning, or
other deceptive, manipulative or fraudulent practices, is considered an
unethical business practice and prohibited by Rule 17j-1 under the Act
as well as other securities laws.
Engaging in any unethical business practice can subject the Company and
the person involved to civil and criminal liability, and will result in
the Company imposing serious sanctions on the person(s) involved,
including dismissal.
C. Securities Trading Restrictions
Policies and restrictions concerning personal securities trading are
set forth in Section III of this document.
SECTION II. Policy Statement On Insider Trading
A. Policy Statement On Insider Trading
The Company forbids any of its Access Persons from trading securities,
either personally or on behalf of others (such as accounts managed by
the Company), based on material non-public information, and from
communicating material non-public information about issuers of
securities to others in violation of the law. This conduct is
frequently referred to as "insider trading."
The Company's policy applies to every Access Person, and extends to
activities within and outside their duties at the Company.
While the term "insider trading" is not defined in the federal
securities laws, for purposes of these policies and procedures, it
shall be presumed to include the use of material non-public information
to trade in securities (whether or not one is an "insider" with respect
to the issuer of the securities), and the communication of material
non-public information to others, including any of the following
practices:
o Trading by an insider (e.g., an officer, director or
employee of an issuer, or anyone with a confidential
relationship with the issuer), while in possession of
material non-public information;
o Trading by a non-insider, while in possession of
material non-public information, where the
information either was disclosed to the non-insider
in violation of an insider's duty to keep it
confidential, or was misappropriated; and
o Communicating material non-public information to
others.
The elements of insider trading and the penalties for such unlawful
conduct are discussed below.
B. Insider
For purposes of these policies and procedures, an "insider" is defined
to include officers, directors, trustees and employees of an issuer of
securities, as well as outside persons in a special confidential
relationship with the issuer who are given access to information solely
for the issuer's purposes. Such "temporary insiders" can include, among
others, a company's attorneys, accountants, consultants, bank lending
officers, and the employees of such organizations. However, for such an
outside person to be considered a "temporary insider," the issuer must
expect such person to keep confidential the non-public information,
which has been disclosed to him, and the relationship must at least
imply such a duty.
Access Persons should be aware that, under this definition, the Company
(or an employee of the Company) may become a temporary insider of a
company if it advises that company or performs other services for it.
There may even be circumstances in which the Company (or an employee of
the Company) could become a temporary insider in a company that it
investigates for the purpose of making or recommending an investment,
or in which it holds a portfolio position on behalf of a client.
C. Material Information
Trading on inside information is not a basis for liability unless the
information is material. For purposes of these policies and procedures,
"material information" is defined as information for which there is a
substantial likelihood that a reasonable investor would consider it
important in making his or her investment decisions, or information
that is reasonably certain to have a substantial effect on the price of
a company's securities. Information with respect to a company that
should be considered material includes, but is not limited to: dividend
changes, earnings estimates, changes in previously released earnings
estimates, significant merger or acquisition proposals or agreements,
major litigation, liquidity problems, and extraordinary management
developments.
D. Non-Public Information
For purposes of these policies and procedures, information will be
considered to be non-public until there is a reasonable basis for
believing that it has been effectively communicated to the market
place. For example, information found in the following places would be
considered public:
o A report filed with the SEC;
o A press release; or
o A publication of general circulation such as Dow
Jones, "Reuters Economic Services," or the Wall
Street Journal.
E. Penalties for Insider Trading
Access Persons of the Company should be aware that penalties for
trading on, or communicating, material non-public information are
severe, both for individuals involved in such unlawful conduct and
their employers, regardless of whether they benefit from the violation.
These penalties include:
o Civil injunctions;
o Treble damages;
o Disgorgement of profits;
o Jail sentences;
o Fines for the person who committed the violation of
up to 3 times the profit gained or loss avoided,
whether or not the person actually benefited; and
o Fines for the employer or other controlling person of
up to the greater of $1 million, or 3 times the
amount of the profit gained or loss avoided.
SECTION III. Procedures To Implement The Code
The following procedures are established to aid Access Persons in avoiding any
activities in violation of the principles set forth herein, and to aid the
Company and the Trust in preventing, detecting, and imposing sanctions against
these activities. Every Access Person must follow these procedures or risk
serious sanctions, including dismissal, substantial personal liability, and
criminal penalties. Questions about these procedures should be directed to the
Compliance Officer.
A. Identifying Inside Information
Before an Access Person engages in trading in the securities of a
company about which the Access Person may have potential inside
information, whether trading for himself/herself or others (including
investment companies or private accounts managed by the Company), the
following questions should be answered:
o Is the information material? Is this information that
an investor would consider important in making his or
her investment decisions? Is this information that
would substantially affect the market price of the
securities if generally disclosed?
o Is the information non-public? To whom has this
information been provided? Has the information been
effectively communicated to the marketplace by being
published in "Reuters Economic Services," the Wall
Street Journal, or other publications of general
circulation?
If an Access Person either believes that the information is material
and non-public, or has any question as to whether the information is
material and non-public, the Access Person should take the following
steps:
o Report the matter immediately to the Compliance
Officer.
o Refrain from purchasing or selling the securities on
behalf of himself or others, including investment
companies or private accounts managed by the Company.
o Refrain from communicating the information inside or
outside the Company or the Trust, other than to the
Compliance Officer.
After the Compliance Officer has reviewed the issue, the Access Person
will be instructed to continue to refrain from trading and
communicating the information, or will be allowed to trade and
communicate the information.
B. Restricting Access to Material Non-Public Information
Information in the possession of an Access Person that is material and
non-public may not be communicated to anyone, including persons within
the Company or the Trust, except to the Compliance Officer or to other
persons identified by the Compliance Officer. In addition, care should
be taken so that the information is secure. For example, files
containing material non-public information should be sealed, and access
to computer files containing material non-public information should be
restricted.
C. Holdings Reports
Each Access Person must submit written and signed reports containing
information about securities (including options) in which the Access
Person had any direct or indirect beneficial ownership ("Holdings
Reports").
Each Access Person must submit to the Compliance Officer an Initial
Holdings Report no later than 10 days after he or she becomes an Access
Person. The information included in the Initial Holdings Report must
reflect the Access Person's holdings as of the date he or she became an
Access Person.
Each Access Person must submit to the Compliance Officer an Annual
Holdings Report no later than January 30 of each year. The information
included in the Annual Holdings Report must reflect the Access Person's
holdings as of December 31 of the prior year.
If an Access Person is not required to report any information on an
Initial Holdings Report or an Annual Holdings Report, the Access Person
must submit a written and signed statement to that effect to the
Compliance Officer by the date on which the applicable Holdings Report
is due.
Each Initial Holdings Report and each Annual Holdings Report must
include the following information:
o Title of each security in which the Access Person had
any direct or indirect beneficial ownership;
o Number of shares and principal amount of each
security in which the Access Person had any direct or
indirect beneficial ownership;
o Name of any broker, dealer or bank with whom the
Access Person maintains an account in which any
securities were held for the direct or indirect
benefit of the Access Person; and
o Date the Holdings Report is submitted by the Access
Person.
Each Holdings Report must also include information about securities
held by any of the following persons or entities and information about
accounts maintained by any the following persons or entities:
o The Access Person's family including his/her spouse,
his/her minor children and adults living in the same
household as the Access Person;
o Trusts of which the Access Person is a trustee, or in
which the Access Person or his/her family members
have a beneficial interest; and
o Any account in which the Access Person or his/her
family members hold a direct or indirect beneficial
interest, retain investment authority or exercise a
power of attorney.
D. Exceptions to the Requirement to Submit Holdings Reports
An Access Person does not have to include in his or her Holdings
Reports information about the following securities or accounts: direct
obligations of the U.S. Government, mutual fund investments, bankers'
acceptances, bank certificates of deposit, commercial paper, and high
quality short-term debt instruments.
An Access Person does not have to include in his or her Holding Reports
information about bank accounts.
An Access Person does not have to include in his or her Holdings
Reports information about securities held in any account over which the
Access Person has no direct or indirect influence or control.
A disinterested trustee of the Trust does not have to make any Holdings
Reports.
E. Quarterly Transaction Reports
Each Access Person must submit a report ("Quarterly Transaction
Report") containing information about:
o Every securities transaction (including every option
transaction) during the quarter in which the Access
Person had any direct or indirect beneficial
interest; and
o Every account established by the Access Person in
which any securities (including options) were held
during the quarter for the direct or indirect benefit
of the Access Person.
Each Access Person must also arrange for duplicate trade confirmations
of every securities transaction (including every option transaction) in
which the Access Person had any direct or indirect beneficial interest
to be sent to the Compliance Officer directly from the broker, dealer
or bank.
A Quarterly Transaction Report must be submitted to the Compliance
Officer no later than 10 days after the end of a calendar quarter.
If an Access Person is not required to report any information on a
Quarterly Transaction Report, the Access Person must submit a written
and signed statement to that effect to the Compliance Officer by the
date on which the applicable Quarterly Transaction Report is due.
A Quarterly Transaction Report must include the following information:
o Date of each transaction;
o Title of each security;
o Interest rate and maturity date of the security, if
applicable;
o Number of shares and principal amount of each
security;
o Nature of the transaction;
o Price at which the transaction was effected;
o Name of the broker, dealer or bank with or through
which the transaction was effected;
o Name of the broker, dealer or bank with whom the
Access Person established the account;
o Date the account was established; and
o Date the Quarterly Transaction Report is submitted by
the Access Person.
Each Quarterly Transaction Report must also include information about
the securities transactions in which any of the following persons or
entities participated and information about accounts established by any
of the following persons or entities:
o The Access Person's family including his/her spouse,
his/her minor children and adults living in the same
household as the Access Person;
o Trusts of which the Access Person is a trustee or in
which the Access Person or his/her family members
have a beneficial interest; and
o Accounts in which the Access Person or his/her family
members hold a direct or indirect beneficial
interest, retain investment authority, or exercise a
power of attorney.
F. Exceptions to the Requirement to Submit Quarterly Transaction Reports
An Access Person does not have to report transactions involving the
following securities or accounts: direct obligations of the U.S.
Government, mutual fund investments, bankers' acceptances, bank
certificates of deposit, commercial paper, and high quality short-term
debt instruments.
An Access Person does not have to report transactions involving bank
accounts.
An Access Person does not have to report transactions effected for any
account over which the Access Person has no direct or indirect
influence or control.
An Access Person does not have to make a Quarterly Transaction Report
if the report would duplicate information contained in broker trade
confirmations or account statements received by the Compliance Officer
no later than 10 days after the end of the calendar quarter and all of
the required information is contained in the broker trade confirmations
or account statements.
A disinterested trustee of the Trust does not have include any
information in his or her Quarterly Transaction Report about any
security transaction unless, at the time of the transaction, the
trustee knew or, in the ordinary course of fulfilling his or her
official duties as a trustee, should have known that, during the 15-day
period immediately before or after the date of the transaction by the
trustee, the Trust purchased or sold the security or the Trust or the
Company considered purchasing or selling the security.
G. Annual Certification
Each Access Person, except a disinterested trustee of the Trust, must
annually certify that he or she has read and understands this Code and
recognizes that he or she is subject to its provisions.
Each Access Person, except a disinterested trustee of the Trust, must
annually certify in writing that all information required to be
reported by the Access Person in a Holdings Report or a Quarterly
Transaction Report has been reported to the Compliance Officer.
H. Disclosure of Ownership
The Company or the Trust may, in its discretion, require an Access
Person to disclose, in connection with a report, recommendation or
decision of the Access Person to purchase or sell a security for the
Trust or any client of the Company, any direct or indirect beneficial
ownership of that security by the Access Person.
I. Preclearance Requirements for Trades and Investments by Advisory
Persons
1. General Preclearance Requirement
An Advisory Person (as defined below) must obtain preclearance from the
Compliance Officer or his designee before the Advisory Person trades,
directly or indirectly, in the following securities:
o Any security appearing on the Company's restricted
list;
o Securities convertible into or exchangeable for any
security on the Company's restricted list; and o
Options to purchase or sell any security whether or
not on the Company's restricted list.
Generally any security currently being considered for purchase or sale
by the Trust or any other client of the Company, or any security that
has been purchased or sold by the Trust or any other client of the
Company within the previous 7 days, will appear on the Company's
restricted list. The restricted list will be provided to the Compliance
Department by the Research Department on a weekly basis.
2. Preclearance Requirement for Investments in IPOs and Limited Offerings
An Advisory Person (as defined below) must obtain preclearance from the
Compliance Officer or his designee before the Advisory Person directly
or indirectly acquires beneficial ownership in any securities in an
Initial Public Offering or in a Limited Offering.
An Initial Public Offering means an offering of securities registered
under the Securities Act of 1933, the issuer of which, immediately
before the registration, was not subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934.
A Limited Offering means an offering that is exempt from registration
under the Securities Act of 1933 pursuant to Section 4(2) or Section
4(6), or pursuant to Rule 504, Rule 505 or Rule 506, under the
Securities Act of 1933.
3. Definition of Advisory Person
The term "Advisory Person" includes:
o Any employee of the Company who, in connection with
his or her regular functions or duties, makes,
participates in, or obtains information regarding the
purchase or sale of a security by the Trust or any
client of the Company;
o Any employee of the Company whose functions relate to
the making of any recommendations with respect to
such purchases or sales;
o Any employee of the Company who in connection with
his or her regular functions or duties, makes or
participates in making recommendations regarding the
purchase or sale of securities by the Trust or any
client of the Company; and
o Any person in a control relationship to the Trust or
the Company who obtains information concerning
recommendations made to the Trust or any client of
the Company with regard to the purchase or sale of a
security by the Trust or any client of the Company.
4. Accounts Covered by the Preclearance Requirements
The preclearance requirements apply to trades and investments for
accounts of the following persons:
o Personal accounts of the Advisory Person;
o Accounts of the Advisory Person's family including
his/her spouse, his/her minor children and adults
living in the same household as the Advisory Person;
o Accounts for trusts of which the Advisory Person is a
trustee or in which the Advisory Person or his/her
family members have a beneficial interest; and
o Accounts in which the Advisory Person or his/her
family members hold a direct or indirect beneficial
interest, retain investment authority or exercise a
power of attorney.
5. Exceptions to the General Preclearance Requirement
The general preclearance requirement does not apply to the transactions
listed below. There are no exceptions to the preclearance requirement
for investments in Initial Public Offerings and Limited Offerings.
o Purchases and sales for accounts that are managed by
the Company;
o Purchases and sales for retirement plans sponsored by
the Company (which are not self directed);
o Purchases and sales for retirement plans sponsored by
the employer of a family member of an Advisory Person
(which are not self directed);
o Purchases and sales of U.S. Government securities,
bankers' acceptances, bank certificates of deposit,
commercial paper, high quality short-term debt
instruments, mutual fund investments and money market
accounts;
o Purchases and sales of municipal securities (other
than those issued by the Company's clients); and
o Purchases and sales of "large cap securities."
The term "large cap securities" means securities when the
issuer of the securities has a market capitalization
greater than $1 billion. Market capitalization will be
calculated by multiplying the number of outstanding shares
of the issuer by the current price per share.
This exception does not apply to purchases or sales of
options on a large cap security. Option trades on any
security, including any large cap security, for any
account described above must be precleared by the
Compliance Officer or his designee.
6. Preclearance Procedures
To obtain preclearance for a specific transaction, an Advisory Person
should request preclearance from the Compliance Officer or his
designee. Preclearance will be valid only if the Advisory Persons
receives either written approval or approval through e-mail. The
Advisory Person may engage in the specific transaction for which he or
she has obtained preclearance for 3 days from the receipt of
preclearance.
SECTION IV. Sanctions
Violations by an Access Person or Advisory Person of the policies and procedures
set forth in this Code will be handled in the following manner:
o First violation:
A written warning will be given to the Access Person or the Advisory
Person.
o Second violation:
A written warning will be given to the Access Person or Advisory Person
and he or she will be required to attend a meeting with senior
management of the Company to review the violation and the applicable
policies and procedures of this Code.
o Third violation:
A fine of up to $1,000 will be assessed against the Access Person or
Advisory Person. The fine will be donated to charity or used for other
appropriate purposes as determined by senior management of the Company.
o Fourth violation:
Senior management of the Company will conduct a review to determine the
proper additional disciplinary action to be taken against the Access
Person or Advisory Person, which could include termination of
employment.
SECTION V. Supervisory Procedures
The following supervisory procedures will be implemented by the Company to
insure compliance with this Code:
A. Prevention of Insider Trading and Promotion of Ethical Standards
To prevent insider trading, and to promote and maintain ethical
standards, the Compliance Officer will:
o Require that each Access Person review and sign a
statement that he/she has read and understands
Sections I through IV of these policies and
procedures, and will comply with them, which
statement will be maintained in that Access Person's
personnel file;
o Provide, on a regular basis, an educational program
to familiarize Access Persons with the Company's and
Trust's policies and procedures with respect to
insider trading and ethical standards;
o Answer questions regarding these policies and
procedures;
o Review on a regular basis, and update as necessary,
these policies and procedures;
o Resolve issues of whether information received by an
Access Person is material and non-public, or whether
any proposed activity is an unethical business
practice;
o When it has been determined that an Access Person has
material non-public information, implement measures
to prevent dissemination of the information and, if
necessary, restrict Access Persons from trading the
securities; and
o Promptly review, and either approve or disapprove in
writing or by e-mail, each request from an Advisory
Person for preclearance to trade.
B. Detection of Insider Trading and Unethical Practices
To detect insider trading and unethical business practices, the
Compliance Officer will:
o Review the Quarterly Transaction Reports and Holdings
Reports filed by each Access Person;
o Review the duplicate confirmations and account
statements received from brokers, dealers and banks;
o Review the trading activity of mutual funds and
private accounts managed by the Company;
o Review the trading activity of the Company's own
account;
o Coordinate the review of the reports with other
appropriate officers, directors or employees of the
Company; and
o Review the Company's sales, marketing and other
business activities and operations regularly.
C. Special Reports to Management
Upon learning of a potential violation of these policies and
procedures, the Compliance Officer will report promptly to management
of the Company and/or to the Board of Trustees of the Trust, as
appropriate, providing full details and recommendations for further
action.
D. Annual Reports to Management
On an annual basis, the Compliance Officer will prepare a written
report to the management of the Company and to the Board of Trustees of
the Trust setting forth the following:
o A summary of existing procedures to detect and
prevent insider trading and unethical business
practices;
o A description of any issues that have arisen under
the Code and the related procedures including
information about material violations of the Code and
sanctions imposed in response to the material
violations;
o An evaluation of the current procedures and any
recommendation for improvement;
o A description of the Company's continuing educational
program regarding insider trading and ethical
standards, including the dates of the programs since
the last report to management; and
o A certification that the Trust and the Company have
adopted procedures reasonably necessary to prevent
Access Persons from violating the Code.
