CODE OF ETHICS
ULTIMUS FUND DISTRIBUTORS, LLC
Rule 17j-1 under the Investment Company Act of 1940 (the "1940 Act")
addresses conflicts of interest that arise from personal trading activities of
the personnel of a principal underwriter to a registered investment company. 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 an investment company. The Rule also requires the principal
underwriter to 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.
This Code of Ethics has been adopted by the Managing Directors of Ultimus
Fund Distributors, LLC (the "Company"). It is based on the principle that the
personnel of the Company owe a fiduciary duty to the Funds' 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) "Access Person" shall mean any director or officer of the Company who,
in the ordinary course of business, makes, participates in or obtains
information regarding, the purchase or sale of securities by the
Funds, or whose functions or duties in the ordinary course of business
relate to the making of any recommendation to the Funds regarding the
purchase or sale of securities.
(b) "Beneficial ownership" shall have the same meaning as in Rule
16a-1(a)(2) for the purposes of Section 16 of the Securities Exchange
Act of 1934. Generally, a person is considered the beneficial owner of
securities if the person has a pecuniary interest in the securities
and includes securities held by members of the person's immediate
family sharing the same household, or other persons if, by reason of
any contract, understanding, relationship, agreement or other
arrangement, the person obtains from such securities benefits
substantially equivalent to those of ownership
(c) "Board of Directors" shall mean a board of directors of an
incorporated investment company or a board of trustees of an
investment company created as a common-law trust.
(d) "Fund" shall mean an investment company registered under the 1940 Act
for which the Company serves as principal underwriter.
(e) "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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(f) A "security held or to be acquired by the Funds" shall mean (1) any
security which, within the most recent fifteen (15) days, is or has
been held by a Fund or is being or has been considered by a Fund or a
Fund's investment adviser for purchase by such Fund, or (2) any option
to purchase or sell, and any security convertible into or exchangeable
for, any such security.
(g) "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. The Company and its affiliated persons
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 Funds:
1. Employ any device, scheme or artifice to defraud the Funds;
2. Make any untrue statement of a material fact to the Funds or to omit
to state a material fact necessary in order to make the statements
made to the Funds, in light of the circumstances under which they are
made, not misleading;
3. Engage in any act, practice or course of business that operates or
would operate as a fraud or deceit on the Funds; or
4. Engage in any manipulative practice with respect to the Funds.
III. CODE OF ETHICS OF THE FUNDS. All officers and employees of the Company
who are also directors, officers or employees of a Fund are also subject to the
Code of Ethics of such Fund.
IV. QUARTERLY REPORTING OF SECURITIES TRANSACTIONS. Each officer, employee
and registered representative of the Company shall file with the Secretary of
the Company, 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 Secretary.
V. INITIAL AND ANNUAL REPORTING OF HOLDINGS. Each Access Person of the
Company shall file with the Secretary of the Company, no later than ten (10)
days after he or she becomes an Access Person, an initial holdings report
listing all securities beneficially owned by such Access Person as of the date
he or she became an Access Person. On an annual basis, each Access Person of the
Company shall file with the Secretary a holdings report listing all securities
beneficially owned by such Access 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 which the
Access Person had any direct or indirect beneficial ownership; (2) the name of
any broker, dealer or bank with whom the Access Person maintained an account in
which any securities were held for the direct or indirect benefit of such Access
Person; and (3) the date that the report is submitted by the Access Person.
VI. DISCLAIMER OF BENEFICIAL OWNERSHIP. Any person 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.
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VII. SANCTIONS. If any person violates any provisions set forth in this
Code of Ethics, the Secretary of the Company 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 DIRECTORS. At least once each year, the
Secretary of the Company shall provide the Board of Directors of each Fund 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 Directors that the Company has
adopted procedures reasonably necessary to prevent its Access Persons from
violating this Code of Ethics.
IX. NOTIFICATION OF REPORTING OBLIGATION. The Secretary of the Company
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 Company 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 Company at any time within the past five years, must be
maintained in an easily accessible place.
2. A record of any violation of the Company'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 Access Person 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 Secretary of the
Company to the Board of Directors of each Fund pursuant to Section
VIII 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.
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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.
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<CAPTION>
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NUMBER OF
SHARES/
PURCHASE/SALE/ PRINCIPAL
DATE OTHER 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.
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ACCOUNT REGISTRATION BROKER/DEALER/BANK ACCOUNT NO. DATE ESTABLISHED
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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
