EX-99.23.p.i
CODE OF ETHICS
ALPHA ANALYTICS INVESTMENT TRUST
ALPHA ANALYTICS INVESTMENT GROUP, LLC
(APPROVED JUNE 19, 2000)
I. STATEMENT OF GENERAL PRINCIPLES This Code of Ethics has been adopted by
Alpha Analytics Investment Trust (the "Trust") for the purpose of
instructing all employees, officers, directors and trustees of the
Trust and the adviser to the Trust (the "Adviser") in their ethical
obligations and to provide rules for their personal securities
transactions. All such persons 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:
-- The duty at all times to place the interests of the Trust and its
shareholders first;
-- 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
-- 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
Securities & Exchange Commission's Rule 17j-1. Under this rule, no
Employee may:
-- employ any device, scheme or artifice to defraud the Trust or any
of its shareholders;
-- 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;
-- 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
-- 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. AFFILIATED FUND: any series of the Trust.
C. 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.
D. COMPLIANCE OFFICER: The Compliance Officer for the Adviser and the
Trust is Robert E. Gipson, or with respect to Robert E. Gipson, Jack P.
McNally.
E. DISINTERESTED TRUSTEES: trustees of the Trust 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) inconsequential to any Fund because
the transaction is very unlikely to affect a highly liquid market or
because the security is clearly not related economically to any
securities that a Fund may purchase or sell, 8) involving shares of a
security of a company with a market capitalization in excess of $500
million.
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. Personal Accounts
1. The Personal Investment Guidelines in this Section III do not
apply to Exempt Transactions unless the transaction involves a
private placement or initial public offering. 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 such
person 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 such person'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.
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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 an Affiliated 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.
4. An Advisory Employee may not execute a Securities Transaction
within five (5) calendar days before or after a transaction in
the same Security or a Related Security has been executed on
behalf of an Affiliated 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. If the private placement acquisition is authorized,
the Compliance Officer shall retain a record of the 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.
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6. Employees are prohibited from acquiring any Securities in an
initial public offering without the prior written approval 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. If the
initial public offering is authorized, the Compliance Officer
shall retain a record of the authorization and the rationale
supporting the authorization.
B. Other Restrictions
1. Employees are prohibited from serving on the boards of directors
of publicly traded companies, absent prior authorization by 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 $100 per year in the form of gifts or gratuities, or as
compensation for services, without the Compliance Officer's prior
written approval. If there is a question regarding receipt of a
gift, gratuity or compensation, it is to be reviewed by the
Compliance Officer.
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IV. COMPLIANCE PROCEDURES
A. Employee Disclosure
1. Within ten (10) days of 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 as of
the date the person became an Employee: a) the title, number of
shares and principal amount of each Security in which the
Employee has a Beneficial Interest when the person became an
Employee, b) the name of any broker/dealer with whom the Employee
maintained an account when the person became an Employee, and c)
the date the report is submitted.
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, that 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. In addition, each Employee shall
annually provide the following information (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 Security in which
the Employee had any Beneficial Interest, b) the name of any
broker, dealer or bank with whom the Employee maintains an
account in which any Securities are held for the direct or
indirect benefit of the Employee, and 3) the date the report is
submitted.
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B. Compliance
1. All Employees must provide copies of all periodic broker account
statements 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 or sold 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. The report will also
identify any trading account, in which the Employee has a direct
or indirect Beneficial Interest, established during the quarter
with a broker, dealer or bank.
2. The Compliance Officer will, on a quarterly basis, check the
trading account statements provided by brokers to verify that the
Employee has not violated the Code. The Compliance Officer shall
identify all Employees, inform those persons of their reporting
obligations, and maintain a record of all current and former
access persons.
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 prepare an annual
report to the Trust's board of trustees that summarizes 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 and the Trust have each adopted procedures reasonably
necessary to prevent Employees from violating this Code. The
report will describe any issues existing under this Code since
the last report, including without limitation, information about
any material violations of this Code, any significant remedial
action during the past year and any 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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