CODE OF ETHICS
DUNHILL INVESTMENT TRUST
AS ADOPTED JUNE 2, 2000
Rule 17j-1 under the Investment Company Act of 1940 (the "1940 Act")
addresses conflicts of interest that arise from personal trading activities of
investment company personnel. In particular, Rule 17j-1 prohibits fraudulent,
deceptive or manipulative acts by such personnel in connection with their
personal transactions in securities held or to be acquired by the investment
company. The Rule also requires an investment company to adopt a code of ethics
containing provisions reasonably necessary to prevent fraudulent, deceptive or
manipulative acts and requires certain persons to report their personal
securities transactions to the investment company.
This Code of Ethics has been adopted by the Board of Trustees of Dunhill
Investment Trust (the "Trust"). It is based on the principle that the trustees
and officers of the Trust owe a fiduciary duty to the Trust's shareholders to
conduct their affairs, including their personal securities transactions, in such
a manner as to avoid (1) serving their own personal interests ahead of the
shareholders, (2) taking advantage of their position, and (3) any actual or
potential conflicts of interest.
I. DEFINITIONS. As used in this Code of Ethics, the following terms shall
have the following meanings:
(a) "Advisers" shall mean Dunhill Advisors, Limited and CityFund Advisory,
Inc.
(b) "Beneficial ownership" shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions
of Section 16 of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, except that the determination of direct or
indirect beneficial ownership shall apply to all securities which a
person has or acquires. It includes ownership by a member of a
person's immediate family (such as a spouse, minor children and adults
living in such person's home) and trusts of which such person or an
immediate family member of such person is a trustee or in which any
such person has a beneficial interest.
(c) "Disinterested trustee" shall mean a trustee of the Trust who is not
an "interested person" of the Trust within the meaning of Section
2(a)(19) of the 1940 Act.
(d) "Fund" shall mean the Regional Opportunity Fund: Ohio Indiana
Kentucky.
(e) "Review Officer" shall mean John F. Splain, the Assistant Secretary of
the Trust, or his successor as designated by the Board of Trustees of
the Trust.
(f) "Security" shall have the same meaning set forth in Section 2(a)(36)
of the 1940 Act, except that it shall not include shares of registered
open-end investment companies, direct obligations of the U.S.
Government, banker's acceptances, bank certificates of deposit,
commercial paper and high-quality short-term debt instruments,
including repurchase agreements.
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(g) A "security held or to be acquired by the Fund" shall mean (1) any
security which, within the most recent fifteen (15) days, is or has
been held by the Fund or is being or has been considered by the Fund
or the Advisers for purchase by the Fund, or (2) any option to
purchase or sell, and any security convertible into or exchangeable
for, any such security.
(h) "Transaction" shall mean any purchase, sale or any type of acquisition
or disposition of securities, including the writing of an option to
purchase or sell securities.
II. PROHIBITION ON CERTAIN ACTIONS. Officers and trustees of the Trust
shall not, in connection with the purchase or sale, directly or indirectly, by
such person of a security held or to be acquired by the Fund:
1. To employ any device, scheme or artifice to defraud the Fund;
2. To make any untrue statement of a material fact to the Trust or to
omit to state a material fact necessary in order to make the
statements made to the Trust, in light of the circumstances under
which they are made, not misleading;
3. To engage in any act, practice or course of business that operates or
would operate as a fraud or deceit on the Fund; or
4. To engage in any manipulative practice with respect to the Fund.
III. CODE OF ETHICS OF ADVISERS. All trustees and officers of the Trust who
are also directors, officers or employees of the Advisers are subject to the
Code of Ethics of the Advisers, which is incorporated by reference herein.
IV. QUARTERLY REPORTING OF SECURITIES TRANSACTIONS. Each trustee and
officer, other than a disinterested trustee, shall file with the Review Officer
no later than ten (10) days after the end of each calendar quarter, all personal
security transactions for that quarter. The form attached as "Exhibit A,"
Personal Securities Transaction Record, shall be used for this purpose. All such
reports will be reviewed by the Review Officer. A disinterested trustee shall be
required to file such reports only with respect to transactions where such
trustee knows, or in the course of fulfilling his or her duties should have
known, that during the 15-day period immediately preceding or following the date
of a transaction in a security by the trustee such security was purchased or
sold by the Fund or the purchase or sale by the Fund is or was considered by the
Fund or the Advisers.
V. INITIAL AND ANNUAL REPORTING OF HOLDINGS. Each trustee and officer,
other than a disinterested trustee, shall file with the Review Officer, no later
than ten (10) days after he or she becomes a trustee or officer, an initial
holdings report listing all securities beneficially owned by such person as of
the date he or she became a trustee or officer. On an annual basis, each trustee
and officer, other than a disinterested trustee, shall file with the Review
Officer a holdings report listing all securities beneficially owned by such
person; such report must be current as of a date no more than thirty (30) days
before the report is submitted. Any such initial or annual report shall set
forth the following information: (1) the title, number of shares and principal
amount of each security in
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which the trustee or officer had any direct or indirect beneficial ownership;
(2) the name of any broker, dealer or bank with whom the trustee of officer
maintained an account in which any securities were held for the direct or
indirect benefit of such trustee or officer; and (3) the date that the report is
submitted.
VI. DISCLAIMER OF BENEFICIAL OWNERSHIP. A trustee or officer may include in
any report required under Sections IV or V, a disclaimer as to the beneficial
ownership in any securities covered by the report.
VII. SANCTIONS. If any trustee or officer violates any provisions set forth
in this Code of Ethics, the Review Officer shall impose such sanctions as he
deems appropriate including, but not limited to, a letter of censure or
termination of employment, censure, fines, freezing of one's personal account or
securities in that account for a specified time frame.
VIII. REPORTING TO BOARD OF TRUSTEES. At least once each year, the Review
Officer shall provide the Board of Trustees with a written report that (1)
describes issues that arose during the previous year under this Code of Ethics
including, but not limited to, information about material violations and
sanctions imposed in response to those material violations, and (2) certifies to
the Board of Trustees that the Trust has adopted procedures reasonably necessary
to prevent its access persons from violating this Code of Ethics.
IX. NOTIFICATION OF REPORTING OBLIGATION. The Review Officer shall identify
all persons who are required to make the reports required under Sections IV and
V and shall inform those persons of their reporting obligation.
X. RETENTION OF RECORDS. The Trust shall maintain the following records,
for the time periods and in the manner set forth below, at its principal place
of business:
1. A copy of this Code of Ethics, and each code of ethics previously in
effect for the Trust at any time within the past five years, must be
maintained in an easily accessible place.
2. A record of any violation of the Trust's code of ethics, and any
action taken as a result of the violation, must be maintained in an
easily accessible place for at least five years after the end of the
fiscal year in which the violation occurs.
3. A copy of each report required to be made by an officer or trustee
pursuant to this Code of Ethics must be maintained for at least five
years after the end of the fiscal year in which the report is made,
the first two years in an easily accessible place.
4. A record of all persons, currently or within the past five years, who
are or were required to make reports under Sections IV and V, or who
are or were responsible for reviewing these reports, must be
maintained in an easily accessible place.
5. A copy of each report required to be made by the Review Officer to the
Board of Trustees pursuant to Section VIII must be maintained for at
least five years
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after the end of the fiscal year in which the report is made, the
first two years in an easily accessible place.
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EXHIBIT A
PERSONAL SECURITIES TRANSACTION REPORT
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Name (please print) Quarter Ending
INSTRUCTIONS: Record all applicable security transactions which are not
specifically excepted by the Code of Ethics. To indicate no transactions, the
word "NONE" must appear. This form must be returned within 10 calendar days
after the close of each quarter.
<TABLE>
<CAPTION>
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Purchase/Sale/ Number of Shares/
Date Other Principal Amount Title of Security Price Broker/Dealer/Bank
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<S> <C> <C> <C> <C> <C>
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</TABLE>
Please disclose below any securities account over which you have a beneficial
interest and which was established during the quarter covered by this report.
<TABLE>
<CAPTION>
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Account Registration Broker/Dealer/Bank Account No. Date Established
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<S> <C> <C> <C>
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</TABLE>
I acknowledge that the transactions listed above comprise all transactions
executed in accounts in which I have a beneficial interest.
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Signature of Access Person Approved
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Date of Filing Date Approved
