Exhibit (p)(1): Code of Ethics for SCM Investment Trust
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AMENDED AND RESTATED
CODE OF ETHICS
Of
SCM INVESTMENT TRUST
(Adopted as of June 23, 2000)
WHEREAS, SCM Investment Trust ("Trust"), is a registered investment company
under the Investment Company Act of 1940, as amended ("1940 Act"), which is
authorized to issue its shares of beneficial interest in separate series
representing the interests in separate funds of securities and other assets
(each a "Fund");
WHEREAS, the Trust, as of the date first written above, consists of one
series, the SCM Strategic Growth Fund, for which Shanklin Capital Management,
Inc. ("Advisor") serves as the investment adviser;
WHEREAS, Rule 17j-1 under the 1940 Act makes it unlawful for certain
persons, including Trustees, officers, and other investment personnel of the
Trust and any Fund of the Trust, to engage in fraudulent, manipulative, or
deceptive conduct in connection with their personal trading of securities "held
or to be acquired" by any Fund of the Trust;
WHEREAS, Rule 17j-1 under the 1940 Act requires the Trust and the Advisor
to adopt a code of ethics and to establish procedures reasonably designed to:
(i) govern the personal securities activities of Access Persons, as defined
herein; (ii) with respect to those personal securities transactions, prevent the
employment of any device, scheme, artifice, practice, or course of business that
operates or would operate as a fraud or deceit on the Trust or any Fund; and
(iii) otherwise prevent personal trading prohibited by the Rule;
WHEREAS, the policies, restrictions, and procedures included in this
Amended and Restated Code of Ethics ("Code") are designed to prevent violations
of Rule 17j-1 under the 1940 Act; and
WHEREAS, the Trust desires to amend its existing Code to reflect recent
amendments to Rule 17j-1;
NOW, THEREFORE, the Trust hereby adopts this Code for the Trust and each
Fund of the Trust to read in its entirety as follows:
A. Unlawful Actions
Rule 17j-1(b) under the 1940 Act makes it unlawful for any Trustee,
officer or other Access Person of the Trust, in connection with the
purchase or sale by such person of a "security held or to be acquired"
by any Fund of the Trust:
1. To employ any device, scheme, or artifice to defraud the Trust or
a Fund;
2. To make to the Trust or a Fund any untrue statement of a material
fact or omit to state to the Trust or a Fund a material fact
necessary in order to make the statements made, in light of the
circumstances under which they are made, not misleading;
3. To engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon the Trust or
a Fund; or
4. To engage in any manipulative practice with respect to the Trust
or a Fund.
B. Definitions
1. "Access Person" shall mean: (a) any trustee, director, officer,
general partner, or advisory person (as defined below) of the Trust or
any Fund of the Trust or the Advisor thereof; or (b) any director,
officer, or general partner of a principal underwriter for the Trust
or any Fund of the Trust who, in the ordinary course of his or her
business, makes, participates in, or obtains information regarding the
purchase or sale of securities for any Fund of the Trust for which the
principal underwriter so acts or whose functions or duties as part of
the ordinary course of his or her business relate to the making of any
recommendation to any Fund of the Trust regarding the purchase and
sale of securities.
2. An "Advisory Person" shall mean any employee of the Trust or any Fund
of the Trust or of the Advisor (or of any company in a control
relationship thereto) who, in connection with his or her regular
functions or duties, makes, participates in, or obtains information
regarding the purchase or sale of securities for any Fund of the Trust
or whose functions relate to the making of any recommendations with
respect to such purchases or sales, and any natural person in a
control relationship with the Trust or any Fund of the Trust or the
Advisor who obtains information concerning recommendations made to any
Fund of the Trust regarding the purchase or sale of Covered Securities
by the Fund.
3. "Beneficial Ownership" for the purposes of this Code shall be
interpreted in a manner that is consistent with Section 16 of the
Securities Exchange Act of 1934, as amended ("1934 Act"), and Rule
16a-1(a)(2) thereunder, which generally speaking, encompasses those
situations in which the beneficial owner has the right to enjoy some
direct or indirect "pecuniary interest" (i.e., - - some economic
benefit) from the ownership of a security. Any report of beneficial
ownership required thereunder shall not be construed as an admission
that the person making the report has any direct or indirect
beneficial ownership in the Covered Securities to which the report
relates.
4. "Code" shall mean the Code of Ethics of the Trust.
5. "Control" shall have the meaning set forth in Section 2(a)(9) of the
1940 Act.
6. "Covered Security" means a "security" as set forth in Section 2(a)(36)
of the 1940 Act, except that it shall not include: (a) direct
obligations of the U.S. Government; (b) bankers' acceptances, bank
certificates of deposit, commercial paper and high quality short-term
debt instruments, including repurchase agreements; and (c) shares of
registered open-end investment companies.
7. "Disinterested Trustee" of the Trust means a Trustee who is not an
"interested person" of the Trust within the meaning of Section
2(a)(19) of the 1940 Act. An "interested person" of the Trust includes
any person who is a trustee, director, officer, employee, or owner of
5% or more of the outstanding stock of the Advisor or principal
underwriter for any Fund of the Trust. Affiliates of brokers or
dealers are also "interested persons" of the Trust, except as provided
in Rule 2a19-1 under the 1940 Act.
8. "Initial Public Offering" means an offering of securities registered
under the Securities Act of 1933, as amended ("1933 Act"), the issuer
of which, immediately before the registration, was not subject to the
reporting requirements of Sections 13 or 15(d) of the 1934 Act.
9. "Investment Personnel" of a Fund or the Advisor means: (a) any
employee of the Trust or any Fund or the Advisor (or any company in a
control relationship to the Trust, Fund or the Advisor) 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 any Fund; or (b) any natural person who controls the
Trust, Fund or the Advisor and who obtains information concerning
recommendations made to any Fund regarding the purchase or sale of
securities by any Fund.
10. "Limited Offering" means an offering that is exempt from registration
under the 1933 Act pursuant to Section 4(2) or Section 4(6) or
pursuant to Rules 504, 505 or 506 under the 1933 Act.
11. "Purchase or sale of a Covered Security" includes, among other things,
the writing of an option to purchase or sell a Covered Security.
12. "Review Officer" means, with respect to the Trust, the Secretary of
the Trust or such other person(s) as may be designated by the Board of
Trustees of the Trust. In this regard, the Advisor and the principal
underwriter of the Trust ("Distributor") each shall appoint a
compliance officer, which person shall be designated by the Board of
Trustees of the Trust as a "Review Officer" with respect to the
Advisor or the Distributor, as applicable. The purpose of this
arrangement is for each such compliance officer of the Advisor or
Distributor to monitor compliance with this Code of Ethics with
respect to all Access Persons covered hereunder who are associated
with the Advisor or Distributor, as applicable, including: approving
personal securities transactions and receiving reports for all Access
Persons hereunder who are associated with the Advisor or Distributor.
In turn, the Review Officer of the Advisor and the Distributor shall
report at least quarterly to the Secretary of the Trust all violations
of this Code, or any other code of ethics to which an Access Person
may be subject and which covers that Access Person's duties and
responsibilities with respect to the Funds ("Related Code"), that
occurred during the past quarter. The Review Officer of the Trust
shall: (a) approve transactions, receive reports and otherwise monitor
compliance with this Code of Ethics with respect to all Access Persons
not otherwise associated with the Advisor or the Distributor; (b)
receive reports from any other Review Officer designated hereunder;
(c) report at least quarterly to the Board of Trustees of the Trust
all violations of this Code and any Related Code that occurred during
the past calendar quarter; and (d) report at least annually to the
Board of Trustees the information listed in Section D.7. below.
13. A Covered Security is for purposes of this Code being "held or to be
acquired" by any Fund if, within the most recent 15 days, the Covered
Security: (a) is or has been held by a Fund; (b) is being held or has
been considered by a Fund or the Advisor for purchase by the Fund; or
(c) any option to purchase or sell, any Covered Security convertible
into or exchangeable for, a Covered Security described in (a) or (b)
of this paragraph.
14. A Covered Security is "being considered for purchase or sale" when,
among other things, a recommendation to purchase or sell a security
for a Fund has been made and communicated and, with respect to the
person making the recommendation, when such person seriously considers
making such a recommendation.
C. Statement of General Principles on Personal Investment Activities
1. No Violations of Rule 17j-1: It is the policy of the Trust that no
"Access Person" of the Trust or of a Fund shall engage in any act,
practice or course of conduct that would violate the provisions of
Rule 17j-1(b) or this Code.
2. Disclosure of Interested Transactions: No Access Person shall
recommend any transactions with respect to a Covered Security by any
Fund of the Trust without first disclosing his or her interest, if
any, in such Covered Securities or the issuer thereof, including
without limitation:
a. any direct or indirect Beneficial Ownership of any Covered
Securities of such issuer;
b. any contemplated transaction by such Access Person in such
Covered Securities;
c. any position with the issuer of the Covered Securities or its
affiliates; and
d. any present or proposed business relationship between the issuer
of the Covered Securities or its affiliates and such Access
Person or any entity in which such Access Person has a
significant interest.
3. Initial Public Offerings ("IPOs"): No Investment Personnel shall
acquire, directly or indirectly, any Beneficial Ownership in any IPO
with respect to any Covered Security without first obtaining prior
approval of the appropriate Review Officer for that Investment
Personnel, which Review Officer: (a) has been provided by such
Investment Personnel with full details of the proposed transaction
(including written certification that the investment opportunity did
not arise by virtue of the Investment Personnel's activities on behalf
of the Trust or any Fund); and (b) has concluded, after consultation
with other Investment Personnel of the Trust or the relevant Fund (who
have no personal interest in the issuer involved in the IPO), that the
Trust or the relevant Fund has no foreseeable interest in purchasing
such IPO.
4. Limited Offerings: No Investment Personnel shall acquire, directly or
indirectly, Beneficial Ownership of a Limited Offering without first
obtaining the prior written approval of the Review Officer of the
Advisor, which Review Officer: (a) has been provided by such
Investment Personnel with full details of the proposed transaction
(including written certification that the investment opportunity did
not arise by virtue of the Investment Personnel's activities on behalf
of the Trust or any Fund); and (b) has concluded, after consultation
with other Investment Personnel of the Trust or the relevant Fund (who
have no personal interest in the issuer involved in the Limited
Offering), that the Trust or the relevant Fund has no foreseeable
interest in purchasing such Limited Offering.
5. Exempt Transactions: The prohibited activities set forth in this
Section C. shall not apply to:
a. purchases or sales effected in any account over which such person
has no direct or indirect influence or control;
b. purchases or sales that are nonvolitional on the part of the
person or any Fund of the Trust;
c. purchases that are part of an automatic dividend reinvestment
plan;
d. purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to
the extent such rights were acquired from such issuer, and sales
of such rights so acquired.
D. Procedures
1. Persons Required to Make Reports. In order to provide the Trust with
information to enable it to determine, with reasonable assurance,
whether the provisions of Rule 17j-1(b) and this Code are being
observed by its Access Persons:
a. Each Access Person shall submit reports to the relevant Review
Officer for that Access Person, in the appropriate form attached
hereto as Exhibits A-D, in order to provide information with
respect to all transactions in Covered Securities in which the
Access Person has, or by reason of such transaction acquires, any
direct or indirect Beneficial Ownership, except for exempt
transactions listed under Section C.5 above. If the Access Person
is a trustee, director, officer, general partner or Advisory
Person of the Advisor, the reports required under this Code may
be submitted in the form required by the Advisor, provided the
report contains the information required herein.
b No Disinterested Trustee need make a report with respect to his
initial holdings, as required by Section D.3. below, or an annual
report, as required by Section D.4 below solely by reason of
being a Trustee of the Trust.
c. No Disinterested Trustee need make any quarterly transaction
reports with respect to any Covered Security, as required by
Section D.2. below, unless the Disinterested Trustee knew at the
time of the transaction, or in the ordinary course of fulfilling
his official duties as a Trustee, should have known, that during
the 15-day period immediately preceding or following the date of
the transaction (or such period prescribed by applicable law)
such Covered Security was purchased or sold, or was being
considered for purchase or sale, by any Fund.
d. No Access Person to the Advisor need make a quarterly transaction
report to the Advisor under this Code if all the information in
the report would duplicate information required to be recorded
under Rule 204-2(a)(12) or Rule 204-2(a)(13) under the Investment
Advisers Act of 1940.
e. No Access Person need make a quarterly transaction report under
this Code if the quarterly transaction report would duplicate
information contained in broker trade confirmations or account
statements received by the Trust, any Fund, or the Advisor with
respect to the Access Person in the time period required by this
Code, if all of the information required by this Code is
contained in the broker trade confirmations or account
statements, or in the records of the Trust, any Fund, or Advisor.
f. No person who is an Access Person by virtue of being a director,
officer or general partner of the Distributor need make any
report or certification required by this Section D if such Access
Person's report or certification would duplicate information
required to be reported under any Related Code adopted by the
Distributor (such exclusion from the reporting and certification
requirements of this Code, however, shall not relieve the
Distributor's Review Officer from this Code's requirement to make
certain reports to the Trust's Review Officer).
g. Any Access Person who is an officer, director or employee or
otherwise an affiliated person of the Advisor shall submit all
reports required by this Code to the Review Officer for that
Access Person.
2. Quarterly Transaction Reports:
a. Quarterly securities transaction reports shall be made by every
Access Person, other than those excepted in Section D.1. above,
no later than 10 days after the end of the calendar quarter in
which the securities transaction being reported was effected, and
shall contain the following information:
i. the date of the transaction, the title, the interest rate
and maturity date (if applicable), the number of shares, and
the principal amount of each Covered Security involved;
ii. the nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
iii. the price of the Covered Security at which the transaction
was effected;
iv. the name of the broker, dealer, or bank with or through whom
the transaction was effected; and
v. the date that the report is submitted by the Access Person.
b. In lieu of providing such quarterly transaction reports, an
Access Person may arrange for duplicate confirmations and account
statements to be provided directly to the Review Officer for such
Access Person no later than 10 days after the end of each
calendar quarter.
c. With respect to any account established by the Access Person in
which securities were held during the quarter for the direct or
indirect benefit of the Access Person, the following information
is required to be provided:
i. the name of the broker, dealer or bank with whom the Access
Person established the account;
ii. the date the account was established; and
iii. the date the report is submitted by the Access Person.
3. Initial Holdings Report. Unless otherwise excepted in Section D.1.
above, every Access Person must report to the relevant Review Officer
for that Access Person no later than 10 days after that person becomes
an Access Person, the following information:
a. the title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
Beneficial Ownership when the person became an Access Person;
b. the name of any broker, dealer or bank with whom the Access
Person maintained an account in which any Covered Securities were
held for the direct or indirect benefit of the Access Person as
of the date the person became an Access Person; and
c. the date that the report is submitted by the Access Person.
4. Annual Reports. Unless otherwise excepted under Section D.1. above,
every Access Person must annually report to the Trust, no later than
30 days after the end of each calendar year, the following information
(which information must be current as of a date no more than 30 days
before the report is submitted):
a. the title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
Beneficial Ownership;
b. the name of any broker, dealer or bank with whom the Access
Person maintains an account in which any Covered Securities are
held for the direct or indirect benefit of the Access Person; and
c. the date that the report is submitted by the Access Person.
5. Certification of Compliance. Each Access Person is required to
annually certify to the Review Officer of the Trust that the Access
Person has read and understands this Code and recognizes that he is
subject to this Code. Further, each Access Person is required to
annually certify that he has complied with all the requirements of the
Code and that he has disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the
requirements of the Code. Such certification shall be in the form
attached hereto as Exhibit E, which shall be delivered annually to the
Trust's Review Officer. This requirement applies to all Trustees,
including the Disinterested Trustees.
6. Disclaimer of Beneficial Ownership. Any report by an Access Person may
contain a statement that it shall not be construed as an admission by
the person making the report that he has any direct or indirect
Beneficial Ownership in the security to which the report relates.
7. Review by the Board of Trustees. At least quarterly, the Review
Officer shall prepare and provide a written report to the Board of
Trustees with respect to all issues that, under the Code, have
occurred since the last quarterly report to the Board, including, but
not limited to, information about material violations of the Code or
the procedures and sanctions imposed in response to those material
violations. In addition, at least annually, the Review Officer shall
certify to the Board that the Trust and the Advisor have adopted
procedures reasonably necessary to prevent Access Persons from
violating the Code. With respect to the Advisor, the certification by
the Trust's Review Officer may be based upon a certification provided
to the Trust's Review Officer by the Review Officer of the Advisor.
Upon discovery of a violation of this Code, the Board of Trustees may
impose such sanctions, as it deems appropriate.
At least annually, the Review Officer shall prepare and provide a
written report to the Board of Trustees:
a. All existing procedures concerning Access Persons' personal
investing activities and any procedural changes made during the
past year;
b. Any recommended changes to this Code or procedures; and
c. A summary of any violations that occurred during the past year
requiring significant remedial action.
8. Approval of Codes of Ethics of Any Investment Advisor. The Board of
Trustees, including a majority of the Disinterested Trustees, must
approve (a) the code of ethics of the Advisor and any new investment
adviser or sub-adviser to a Fund and (b) any material changes to those
codes. Prior to approving a code of ethics for the Advisor or any new
investment adviser or sub-adviser, or any material change thereto, the
Board must receive a certification from such entity that it has
adopted procedures reasonably necessary to prevent Access Persons from
violating its code of ethics. The Board must approve the code of
ethics of the Advisor and any new adviser before initially retaining
the services of such party. The Board must approve a material change
to a code of ethics no later than six (6) months after adoption of the
material change.
9. Notices by Review Officer. The Review Officer shall notify each Access
Person and Investment Personnel who may be required to preclear
transactions and/or make reports pursuant to the Code that such person
is subject to the Code and shall deliver a copy of this Code to each
such person. Any amendments to the Code shall be similarly furnished
to each such person.
E. Sanctions
1. Sanctions for Violations by Trustees, Executive Officers, and
Other Access Persons (Other than Disinterested Trustees). If the
Review Officer determines that a violation or apparent violation
of this Code has occurred, he shall so advise the Board of
Trustees of the Trust, and if a violation is determined to have
occured, such person may be subject to sanctions, including,
inter alia, a letter of censure or suspension or termination of
the employment of the violator. Any financial profits realized by
an Access Person or Advisory Person through any prohibited
personal trading activities described in this Code may be
required to be disgorged. All material violations of the Code and
any sanctions imposed as a result thereto shall be reported at
the next regularly scheduled meeting to the Board of Trustees.
2. Sanctions for Violations by Disinterested Trustees. If the Review
Officer determines that any Disinterested Trustee, has violated
or apparently violated this Code, he shall so advise the Chairman
of the Trust, the President of the Trust, and also the
Disinterested Trustees (other than the person whose transaction
is at issue) and shall provide such persons with the report, the
record of pertinent actual or contemplated portfolio transactions
of any affected Fund and any additional information supplied by
such person. If a violation is determined to have occurred, the
Disinterested Trustees, at their option, shall either impose such
sanctions as they deem appropriate or refer the matter to the
full Board of Trustees of the Trust, which shall impose such
sanctions as it deems appropriate.
F. Miscellaneous
1. Records. The administrator of the Trust shall maintain records in
the manner and to the extent set forth below, which records may
be maintained on microfilm under the conditions described in Rule
31a-2(f) under the 1940 Act, and shall be available for
examination by representatives of the Securities and Exchange
Commission:
a. a copy of this Code and any other code that is, or at any
time within the past five years has been, in effect shall be
preserved in an easily accessible place;
b. a record of any violation of this Code, and of any action
taken as a result of such violation, shall be preserved in
an easily accessible place for a period of not less than
five years following the end of the fiscal year in which the
violation occurs;
c. a copy of each report made pursuant to this Code shall be
preserved for a period of not less than five years from the
end of the fiscal year in which it is made, the first two
years in an easily accessible place;
d. a list of all persons who are required, or within the past
five years have been required, to make reports pursuant to
this Code shall be maintained in an easily accessible place;
e. a copy of each report of the Board shall be preserved by the
Trust for at least five years after the end of the fiscal
year in which it is made, the first two years in an easily
accessible place; and
f. the Trust shall preserve a record of any decision, and the
reasons supporting the decision to approve the acquisition
by any Investment Personnel of shares in any IPO or Limited
Offering for at least five years after the end of the fiscal
year in which the approval is granted, the first two years
in an easily accessible place.
2. Confidentiality. All reports of securities transactions and any other
information filed pursuant to this Code shall be treated as
confidential, except that the same may be disclosed to the Board of
Trustees of the Trust, to any regulatory or self-regulatory authority
or agency upon its request, or as required by law or court or
administrative order.
3. Amendment; Interpretation of Provisions. The Board of Trustees of the
Trust may from time to time amend this Code or adopt such
interpretations of this Code, as it deems appropriate.
<PAGE>
EXHIBIT A
CODE OF ETHICS
SCM INVESTMENT TRUST
Securities Transaction Report
For the Calendar Quarter Ended: ______________________________
(mo./day/yr.)
During the quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such transaction
acquired, direct or indirect Beneficial Ownership, and which are required to be
reported pursuant to the SCM Investment Trust's Code of Ethics.
<TABLE>
<S> <C> <C> <C> <C> <C>
Nature of
No. of Shares and Transaction
Price of the Date of the Principal Amount of (Purchase, Sale, Broker-Dealer or Bank
Security Transaction Transaction the Security Other) Through Whom Effected
-------- ----------- ----------- ------------ ------ ---------------------
</TABLE>
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transactions not
required to be reported because such securities are excluded from the definition
of "Covered Security" under the Code of Ethics of the SCM Investment Trust, and
(iii) is not an admission that I have or had any direct or indirect Beneficial
Ownership in the securities listed above.
Date: ____________________________ Signature: _________________________
<PAGE>
EXHIBIT B
CODE OF ETHICS
SCM INVESTMENT TRUST
Initial Holdings Report
As of the below date, I held the following position in these
securities in which I may be deemed to have a direct or indirect Beneficial
Ownership, and which are required to be reported pursuant to the SCM Investment
Trust's Code of Ethics:
Broker/Dealer or
No. of Principal Bank Where
Security Shares Amount Account is Held
-------- ------ ------ ---------------
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transactions not
required to be reported because such securities are excluded from the definition
of "Covered Security" under the Code of Ethics of the SCM Investment Trust, and
(iii) is not an admission that I have or had any direct or indirect Beneficial
Ownership in the securities listed above.
Date: ____________________________ Signature: _________________________
<PAGE>
EXHIBIT C
CODE OF ETHICS
SCM INVESTMENT TRUST
Account Establishment Report
For the Calendar Quarter Ended _________________
During the quarter referred to above, the following accounts were
established for securities in which I may be deemed to have a direct or indirect
Beneficial Ownership, and is required to be reported pursuant to the SCM
Investment Trust's Code of Ethics:
Broker/Dealer or
Bank Where Date
Account Was Account Was
Established Established
----------------------------------------------------- ----------------------
Date: ____________________________ Signature: _________________________
<PAGE>
EXHIBIT D
CODE OF ETHICS
SCM INVESTMENT TRUST
Annual Holdings Report
As of December 31, ___, I held the following positions in securities
in which I may be deemed to have a direct or indirect Beneficial Ownership, and
which are required to be reported pursuant to SCM Investment Trust's Code of
Ethics:
Broker/Dealer or
No. of Principal Bank Where
Security Shares Amount Account is Held
------------------------ ------------ -------------- --------------------
This report is not an admission that I have or had any direct or
indirect Beneficial Ownership in the securities listed above.
Date: ____________________________ Signature: _________________________
<PAGE>
EXHIBIT E
CODE OF ETHICS
SCM INVESTMENT TRUST
Annual Certificate Of Compliance
For the Calendar Year Ended _________________________
(mo./day/yr.)
As an Access Person as defined in SCM Investment Trust's Code of Ethics
adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940, as
amended ("Code"), I hereby certify that I have read and understand the Code,
recognize that I am subject to the Code, and intend to comply with the Code. I
further certify that, during the calendar year specified above, and since my
last Certificate of Compliance under the Code, I have complied with the
requirements of the Code and have disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the requirements
of the Code.
______________________________
Signature
______________________________
Name (Please Print)
<PAGE>
SCM INVESTMENT TRUST
ADOPTION OF PROCEDURES PURSUANT TO RULE 17j-1 OF
THE INVESTMENT COMPANY ACT OF 1940
Pursuant to Rule 17j-1(c) under the Investment Company Act of 1940, as
amended, Shanklin Capital Management, Inc. does hereby certify that it has
adopted procedures reasonably necessary to prevent "Access Persons" from
violating its Code of Ethics.
IN WITNESS WHEREOF, of the undersigned Compliance Officer has executed
this certificate as of ________, 2000.
______________________________
[Name]
______________________________
[Title]
