Exhibit 23(p)
REVISED CODE OF ETHICS
THE BSG FUNDS AND THE HEARTLAND GROUP
OF COMPANIES, INC.
(adopted January 28, 2000)
I. STATEMENT OF GENERAL PRINCIPLES
This Code of Ethics has been adopted by The BSG Funds (the "Trust") and the
Heartland Group of Companies, Inc. (d/b/a The Banc Stock Group) and its
subsidiaries (collectively, the "Adviser"), for the purpose of instructing all
employees, officers, directors and trustees of the Trust and/or the Adviser in
their ethical obligations and to provide rules for their personal securities
transactions. All such employees, officers, directors and trustees owe a
fiduciary duty to the Trust and its shareholders. A fiduciary duty means a duty
of loyalty, fairness and good faith towards the Trust and its shareholders, and
the obligation to adhere not only to the specific provisions of this Code but to
the general principles that guide the Code. These general principles are:
o The duty at all times to place the interests of the Trust and its
shareholders first;
o The requirement that all personal securities transactions be conducted
in a manner consistent with the Code of Ethics and in such a manner as
to avoid any actual or potential conflict of interest or any abuse of
any individual's position of trust and responsibility; and
o The fundamental standard that such employees, officers, directors and
trustees should not take inappropriate advantage of their positions,
or of their relationship with the Trust or its shareholders.
It is imperative that the personal trading activities of the employees,
officers, directors and trustees of the Trust and the Adviser, respectively, be
conducted with the highest regard for these general principles in order to avoid
any possible conflict of interest, any appearance of a conflict, or activities
that could lead to disciplinary action. This includes executing transactions
through or for the benefit of a third party when the transaction is not in
keeping with the general principles of this Code.
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All personal securities transactions must also comply with the Adviser's
Insider Trading Policy and Procedures and the Securities & Exchange Commission's
Rule 17j-1. Under this rule, no Employee may:
o employ any device, scheme or artifice to defraud the Trust or any of
its shareholders;
o make to the Trust or any of its shareholders any untrue statement of a
material fact or omit to state to such client a material fact
necessary in order to make the statements made, in light of the
circumstances under which they are made, not misleading;
o engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon the Trust or any of its
shareholders; or
o engage in any manipulative practice with respect to the Trust or any
of its shareholders.
II. DEFINITIONS
A. ADVISORY EMPLOYEES: Employees who participate in or make recommendations
with respect to the purchase or sale of securities. The Compliance Officer will
maintain a current list of all Advisory Employees.
B. BENEFICIAL INTEREST: ownership or any benefits of ownership, including
the opportunity to directly or indirectly profit or otherwise obtain financial
benefits from any interest in a security.
C. COMPLIANCE OFFICER: Elise R. Hunter, or in the case of a Pre-Clearance
request by the Compliance Officer, or in her absence, Michael E. Guirlinger.
D. DISINTERESTED TRUSTEES: trustees whose affiliation with the Trust is
solely by reason of being a trustee of the Trust.
E. EMPLOYEE ACCOUNT: each account in which an Employee or a member of his
or her family has any direct or indirect Beneficial Interest or over which such
person exercises control or influence, including, but not limited to, any joint
account, partnership, corporation, trust or estate. An Employee's family members
include the Employee's spouse, minor children, any person living in the home of
the Employee and any relative of the Employee (including in-laws) to whose
support an Employee directly or indirectly contributes.
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F. EMPLOYEES: the employees, officers, and trustees of the Trust and the
employees, officers and directors of the Adviser, including Advisory Employees.
The Compliance Officer will maintain a current list of all Employees.
G. EXEMPT TRANSACTIONS: transactions which are 1) effected in an amount or
in a manner over which the Employee has no direct or indirect influence or
control, 2) pursuant to a systematic dividend reinvestment plan, systematic cash
purchase plan or systematic withdrawal plan, 3) in connection with the exercise
or sale of rights to purchase additional securities from an issuer and granted
by such issuer pro-rata to all holders of a class of its securities, 4) in
connection with the call by the issuer of a preferred stock or bond, 5) pursuant
to the exercise by a second party of a put or call option, 6) closing
transactions no more than five business days prior to the expiration of a
related put or call option, 7) with respect to affiliated registered open-end
investment companies.
H. FUNDS: any series of the Trust.
I. RELATED SECURITIES: securities issued by the same issuer or issuer under
common control, or when either security gives the holder any contractual rights
with respect to the other security, including options, warrants or other
convertible securities.
J. SECURITIES: any note, stock, treasury stock, bond, debenture, evidence
of indebtedness, certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, pre-organization certificate or
subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil, gas
or other mineral rights, or, in general, any interest or instrument commonly
known as a "security," or any certificate or interest or participation in
temporary or interim certificate for, receipt for, guarantee of, or warrant or
right to subscribe to or purchase (including options) any of the foregoing;
except for the following: 1) securities issued by the government of the United
States, 2) bankers' acceptances, 3) bank certificates of deposit, 4) commercial
paper, and 5) shares of registered open-end investment companies.
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K. SECURITIES TRANSACTION: the purchase or sale, or any action to
accomplish the purchase or sale, of a Security for an Employee Account. The term
Securities Transaction does not include transactions executed by the Adviser for
the benefit of unaffiliated persons, such as investment advisory and brokerage
clients.
III. PERSONAL INVESTMENT GUIDELINES
A. Restrictions on Securities Transactions
1. The Personal Investment Guidelines in this Section III do not apply
to Exempt Transactions. Employees must remember that regardless of the
transaction's status as exempt or not exempt, the Employee's fiduciary
obligations remain unchanged.
2. While trustees of the Trust are subject at all times to the
fiduciary obligations described in this Code, the Personal Investment
Guidelines and Compliance Procedures in Sections III and IV of this Code
apply to Disinterested Trustees only if the trustee knew, or in the
ordinary course of fulfilling the duties of that position, should have
known, that during the fifteen days immediately preceding or after the date
of the trustee's transaction that the same Security or a Related Security
was or was to be purchased or sold for a Fund or that such purchase or sale
for a Fund was being considered, in which case such Sections apply only to
such transaction.
3. Employees may not execute a Securities Transaction on a day during
which a purchase or sell order in that same Security or a Related Security
is pending for a Fund unless the Securities Transaction is combined
("blocked") with the Fund's transaction. Securities Transactions executed
in violation of this prohibition shall be unwound or, if not possible or
practical, the Employee must disgorge to the Fund the value received by the
Employee due to any favorable price differential received by the Employee.
For example, if the Employee buys 100 shares at $10 per share, and the Fund
buys 1000 shares at $11 per share, the Employee will pay $100 (100 shares x
$1 differential) to the Fund.
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4. An Advisory Employee may not execute a Securities Transaction
within seven (7) calendar days before or after a transaction in the same
Security or a Related Security has been executed on behalf of a Fund unless
(a) the transactions are executed on the same day and blocked; (b) the
Advisory Employee sells the same Security after the Fund sells the
Security; or (c) the Advisory Employee purchases the same Security after
the Fund purchases the Security. If the Compliance Officer determines that
a transaction has violated this prohibition, the transaction shall be
unwound or, if not possible or practical, the Employee must disgorge to the
Fund the value received by the Employee due to any favorable price
differential received by the Employee.
5. Any Securities Transactions in a private placement must be
authorized by the Compliance Officer, in writing, prior to the transaction.
In connection with a private placement acquisition, the Compliance Officer
will take into account, among other factors, whether the investment
opportunity should be reserved for a Fund, and whether the opportunity is
being offered to the Employee by virtue of the Employee's position with the
Trust or the Adviser. The Compliance Officer shall retain a record of any
such authorization and the rationale supporting the authorization.
Employees who have been authorized to acquire securities in a private
placement will, in connection therewith, be required to disclose that
investment if and when the Employee takes part in any subsequent investment
in the same issuer. In such circumstances, the determination to purchase
Securities of that issuer on behalf of a Fund will be subject to an
independent review by personnel of the Adviser with no personal interest in
the issuer.
6. Employees are prohibited from acquiring any Securities in an
initial public offering without the prior written authorization of the
Compliance Officer. This restriction is imposed in order to preclude any
possibility of an Employee profiting improperly from the Employee's
position with the Trust or the Adviser. The Compliance Officer shall retain
a record of any such authorization and the rationale supporting the
authorization.
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C. Other Restrictions
1. Employees are prohibited from serving on the boards of directors of
publicly traded companies, without the prior written approval of the
Compliance Officer. The consideration of prior authorization will be based
upon a determination that the board service will be consistent with the
interests of the Trust and the Funds' shareholders. In the event that board
service is authorized, Employees serving as directors will be isolated from
other Employees making investment decisions with respect to the securities
of the company in question.
2. No Employee may accept from a customer or vendor an amount in
excess of $50 per year in the form of gifts or gratuities, or as
compensation for services. If there is a question regarding receipt of a
gift, gratuity or compensation, it is to be reviewed by the Compliance
Officer.
IV. COMPLIANCE PROCEDURES
A. Employee Disclosure and Certification
1. Within ten (10) days of the commencement of employment with the
Trust or the Adviser, each Employee must certify that he or she has read
and understands this Code and recognizes that he or she is subject to it,
and must disclose the following information: 1) all personal Securities
holdings, 2) the name of the broker/dealer account, and 3) the date of
submission (collectively, the "Disclosure Information").
2. Annually, each Employee must certify that he or she has read and
understands this Code and recognizes that he or she is subject to it, and
must provide the Disclosure Information. Annually, each Employee must also
certify the he or she has complied with the requirements of this Code and
has disclosed or reported all personal Securities Transactions required to
be disclosed or reported pursuant to the requirements of this Code. The
information disclosed pursuant to this subparagraph must be current as of a
date no more than 30 days before the report
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is submitted.
B. Compliance
1. All Employees must direct their broker, dealer or bank to send
duplicate copies of all confirmations and periodic account statements
directly to the Compliance Officer. Each Employee must report, no later
than ten (10) days after the close of each calendar quarter, on the
Securities Transaction Report form provided by the Trust or the Adviser,
all transactions in which the Employee acquired any direct or indirect
Beneficial Interest in a Security, including Exempt Transactions, and
certify that he or she has reported all transactions required to be
disclosed pursuant to the requirements of this Code.
2. The Compliance Officer will (a) spot check the trading
confirmations provided by brokers and (b) review all such confirmations on
a quarterly basis, to determine whether any violations of this Code
occurred. The Employee's annual disclosure of Securities holdings will be
reviewed by the Compliance Officer for compliance with this Code, including
transactions that reveal a pattern of trading inconsistent with this Code.
In the case of Elise R. Hunter, the compliance procedures of this paragraph
will be performed by Michael E. Guirlinger.
3. If an Employee violates this Code, the Compliance Officer will
report the violation to management personnel of the Trust and the Adviser
for appropriate remedial action which, in addition to the actions
specifically delineated in other sections of this Code, may include a
reprimand of the Employee, or suspension or termination of the Employee's
relationship with the Trust and/or the Adviser.
4. The management personnel of the Trust will report annually to the
Trust's board of trustees regarding existing procedures and any changes in
the procedures made during the past year and certify to the Trust's board
of trustees that the Adviser has adopted procedures reasonably necessary to
prevent Employees from violating this Code. The report will identify any
violations of this Code, any significant remedial action during the past
year and any
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recommended procedural or substantive changes to this Code based on
management's experience under this Code, evolving industry practices or
legal developments.
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