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Exhibit (p)(2)
MARTINDALE ANDRES & COMPANY, LLC
CODE OF ETHICS
JULY 1, 2000
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GENERAL PRINCIPLES:
It is the policy of Martindale Andres & Company, LLC ("MA&Co.") that all
employees, officers and directors act with integrity, competence, dignity and in
an ethical manner when dealing with the public, clients, prospects, employers or
fellow employees. It is the explicit policy of MA&Co. that employees, officers
and directors should at all times:
1. place the interest of their clients first;
2. conduct all personal securities(1) transactions in a manner consistent
with the Code of Ethics and avoid any actual or potential conflict of
interest or any abuse of the individual's position of trust and
responsibility;
3. adhere to the fundamental standard that MA&Co. personnel should not
take inappropriate advantage of their positions.
GOVERNING STANDARDS
This Code of Ethics shall be governed by Rule 17j-1 of the Investment Company
Act of 1940 (the "1940 Act"), the Investment Company Institute's Guidelines on
Personal Investing, and the Investment Advisers Act of 1940 Section 275.204-2.
In connection with the purchase or sale by any employee, officer or director of
any security held or to be acquired(2) by the adviser for any client portfolio
or Fund(3), it will be a violation of this Code of Ethics to:
1. employ any device, scheme or artifice to defraud;
2. make any untrue statements of a material fact to a Fund or omit to
state a material fact necessary in order to make the statements made to
a Fund, in light of the circumstances under which they are made, not
misleading;
3. engage in any act, practice or course of business which operates or
would operate as a fraud or deceit upon a client portfolio or Fund; or
4. engage in any manipulative practice with respect to a client portfolio
or Fund.
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(1) Securities covered by this Code include securities defined in Section
2(a)(36) of the Investment Company Act of 1940, except that it does not include
(1) direct obligations of the government of the United States, (2) banker's
acceptance, bank certificates of deposit, commercial paper and high quality
short-term debt instruments including repurchase agreements and (3) shares
issued by open end mutual funds.
(2) A security is held or to be acquired if within the most recent 15 days it
(1) is or has been held by a client portfolio or investment company fund, or (2)
is being or has been considered by MA&Co. for purchase in any account. A
purchase includes writing an option to purchase or sell.
(3) "Fund" means an investment company registered under the 1940 Act.
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SUBSTANTIVE RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES
1. Initial Public Offerings
Access Persons(4), Advisory Persons(5) and Investment Personnel(6) are
prohibited from acquiring any equity or equity-related securities in an
initial public offering. Employees and directors are not prevented however
from purchasing government issues, municipal bonds and other government
guaranteed securities, provided such securities are exempted from this
Code as provided by footnote one.
2. Private Placements(7)
Access Persons, Advisory Persons and Investment Personnel shall, when
purchasing securities in a private placement:
a. obtain the prior written approval of a Chief Investment
Officer or his delegate.
b. disclose the investment when involved in any subsequent
decision to invest in the issuer on behalf of any clients, and
refer the decision to purchase securities of the issuer to the
Chief Investment Officer or his delegate.
3. Blackout Periods
Access Persons, Advisory Persons and Investment Personnel are prohibited
from executing a securities transaction on a day when the adviser has a
pending "buy" or "sell" order in the same security until that order is
executed or withdrawn. Any profits realized on trades within the proscribed
periods will be disgorged. Any portfolio manager of a Fund is prohibited
from buying or selling a security within at least seven calendar days
before or after a Fund that he or she manages trades in that security.
4. Short Term Trading Profits
Investment Personnel are discouraged from profiting in the purchase and
sale, or the sale and purchase, of the same (or equivalent) securities
within 60 calendar days. Trading activity is monitored via the
Pre-clearance of Personal Transactions Requirement (see below). Any profits
realized on trades within the proscribed period that may pose a potential
conflict of interest with the interest of the client will be disgorged.
5. Gifts
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(4) "Access Person" means any director, officer, general partner or Advisory
Person of a Fund or of a Fund's investment adviser.
(5) "Advisory Person" means any employee of a Fund or investment adviser who, in
connection with his or her regular functions or duties, makes, participates in,
or obtains information regarding the purchase or sale of securities by a Fund,
or whose functions relate to the making of any recommendations with respect to
the purchases or sales; any natural person in a control relationship to the Fund
or investment adviser who obtains information concerning recommendations made to
the Fund regarding the purchase or sale of covered securities by the Fund.
(6) Any employee of a Fund or investment adviser (or of any company in a control
relationship to the Fund or investment adviser) who, in connection with his or
her regular functions or duties, makes or participates in making recommendations
regarding the purchase or sales of securities by a Fund; any natural person who
controls a Fund or investment adviser and who obtains information concerning
recommendations made to a Fund regarding the purchase or sale of securities by a
Fund.
(7) "Private Placement" means an offering that is exempt from registration under
the Securities Act of 1933 pursuant to Section 4(2), Section 4(6) or Rule 504,
Rule 505 or Rule 506 under such Act.
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All employees, officers and directors are prohibited from receiving any
gift or other item with a value of more than $100 from any person or entity
that does business with or on behalf of the adviser.
6. Service as Director
Access Persons, Advisory Persons and Investment Personnel are prohibited
from serving on the boards of directors of publicly traded companies
without prior written approval of MA&Co.'s Board of Directors and the
approval of Keystone Financial Inc., if appropriate.
DISCLOSURE AND REPORTING REQUIREMENTS
1. Pre-clearance of Personal Transactions
Access Persons, Advisory Persons and Investment Personnel are required to
pre-clear with the Chief Investment Officer or his delegate all
transactions in securities in which the person has, or by reason of the
transaction acquires, any direct or indirect beneficial ownership(8) to
ensure that the Company is not trading in that security. A list of approved
officers/delegates appears in Exhibit D. In the event an officer/delegate
questions the propriety of a trade request from another officer, he/she
should refer the question to a third party officer/delegate for review.
2. Records of Securities Transactions
Access Persons, Advisory Persons and Investment Personnel are required to
direct their brokers to provide the Chief Compliance Officer, on a timely
basis, duplicate copies of confirmations of all personal securities
transactions and copies of periodic statements for all securities accounts.
Reportable transactions do not include securities issued or guaranteed by
the United States Government or its agencies; (2) bankers acceptances; (3)
bank certificates of deposit; (4) commercial paper; and (5) shares of
registered open-end investment companies.
3. Disclosure of Personal Holdings
Access Persons, Advisory Persons and Investment Personnel are required to
disclose all personal securities holdings within 10 days of commencement of
employment with periodic updates as required by Exhibits B and C.
4. Certification of Compliance with the Code of Ethics
All employees, officers and directors are required to certify annually that
they have read and understand the Code of Ethics. They must further certify
that they have complied with the requirements of the Code of Ethics and
that they have disclosed or reported all personal securities transactions
required to be disclosed or reported.
COMPLIANCE PROCEDURES
In order to provide MA&Co. with information to determine with reasonable
assurance whether the provisions of the Code of Ethics are being observed by
employees and directors:
1. The Chief Compliance Officer shall notify each person of the reporting
requirements of the Code of Ethics and shall deliver a copy of the Code to
each person.
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(8) "Beneficial Ownership" is interpreted in
the same manner as it would be under Rule 16a-a(a)(2) of the Securities Exchange
Act of 1934 (the "Exchange Act") in determining whether a person is the
beneficial owner of a security for purposes of Section 16 of the Exchange Act
and rules and regulations promulgated thereunder.
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2. Each person shall submit to the Chief Compliance Officer on an annual
basis, an Annual Certification of Compliance with the Code of Ethics as
prescribed in Exhibit A. The annual certification shall be filed with the
Chief Compliance Officer within ten days after calendar year end.
3. Each person shall submit to the Chief Compliance Officer upon commencement
of employment and thereafter on an annual basis, reports in the form
prescribed in Exhibit B, Personal Securities Holdings. The annual report
shall be filed with the Chief Compliance Officer within twenty calendar
days after year end and the information contained in the report must be
current as of a date no more than 30 days before the report is submitted.
4. Each person shall submit to the Chief Compliance Officer on a quarterly
basis reports in the form prescribed in Exhibit C. - Personal Securities
Transactions. Quarterly reports shall be filed with the Chief Compliance
Officer within ten days of the end of the calendar quarter.
5. Decisions regarding pre-clearance of securities transactions for employees
and directors shall be documented in writing by the Chief Investment
Officer or his delegate. Each person shall make arrangements with their
broker to provide the Chief Compliance Officer with copies of confirmations
of all personal securities transactions and copies of periodic statements
for all securities accounts.
6. The Chief Compliance Officer shall report at least annually to the Board of
Directors regarding company and employee compliance with this Code of
Ethics and on any apparent violation of the reporting requirements.
7. The Board of Directors shall consider all reports submitted for review and
shall determine whether any policies in the Code of Ethics have been
violated, and what sanctions, if any, should be imposed. Further the Board
of Directors shall review the operation of this policy at least annually or
as dictated by any changes in applicable securities regulations.
8. This Code of Ethics, a copy of each Personal Securities Holding Report and
Personal Securities Transactions Report by parties covered in the Code, any
written report prepared by the Chief Compliance Officer, and lists of all
persons required to make or review reports shall be preserved with MA&Co.
for the period required by Rule 17j-1 under the 1940 Act.
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Exhibit A
MARTINDALE ANDRES & COMPANY, LLC
CODE OF ETHICS
ANNUAL CERTIFICATION OF COMPLIANCE
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YEAR
As an employee, officer or director of Martindale Andres & Company, LLC I
certify that I have read and understand the company's Code of Ethics. I further
certify that I have complied with the requirements of the Code and, if required,
that I have disclosed or reported all personal securities holdings and/or
transactions required to be reported by the Code.
Signature __________________________________ Date ____________________
Print Name__________________________________
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Exhibit B
MARTINDALE ANDRES & COMPANY, LLC
PERSONAL SECURITIES HOLDINGS REPORT
- Initial Report as of _________________
date
or
- Annual Report for the calendar year ending 12/31/_____
As an Access Person, Advisory Person or Investment Personnel of Martindale
Andres & Company, LLC., I am disclosing the following information regarding my
personal securities holdings to comply with the company's Code of Ethics. I
further understand that the Code of Ethics does not require me to report (1)
securities issued or guaranteed by the United States Government, its agencies or
instrumentalities: (2) bankers acceptances; (3) bank certificates of deposits;
(4) commercial paper; (5) and shares of registered open-end investment
companies.
1. I certify that I have no personal securities holdings that require reporting
for the period indicated above.
Signature _________________________________ Date ____________________
Print Name ________________________________
2. I certify that the following personal securities holdings which require
reporting by me are accurate and complete for the period indicated above.
Security Trade Date Total Shares & Dollar Amount Bank or Broker
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Signature _______________________________ Date______________________
Print Name ______________________________
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Exhibit C
MARTINDALE ANDRES & COMPANY, LLC
PERSONAL SECURITIES REPORT
For the calendar quarter ending _____________
date
As an Access Person, Advisory Person or Investment Personnel of Martindale
Andres & Company, LLC, I am disclosing the following information regarding my
personal securities to comply with the company's Code of Ethics. I further
understand that the Code of Ethics does not require me to report (1) securities
issued or guaranteed by the United States Government, its agencies or
instrumentalities: (2) bankers acceptances; (3) bank certificates of deposits;
(4) commercial paper; (5) and shares of registered open-end investment
companies.
1. I certify that I have not made purchases or sales of personal securities
that require reporting for the calendar quarter indicated above.
Signature ____________________________________ Date ____________________
Print Name ___________________________________
2. I certify that the following personal securities transactions which require
reporting by me are accurate and complete for the calendar quarter
indicated above.
<TABLE>
<CAPTION>
Total shares &
Security Buy/sell Trade Date Trade Price Total $ Amount Bank/broker
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<S> <C> <C> <C> <C> <C>
</TABLE>
Signature ____________________________________ Date _____________________
Print Name __________________________________
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EXHIBIT D
LIST OF OFFICERS/DELEGATES AUTHORIZED TO APPROVE EMPLOYEE TRADE REQUESTS
William C. Martindale, Jr., Chief Financial Officer
Daniel N. Mullen, Chief Administrative Officer
Robert Mitchell, Portfolio Manager
Harry G. Harper, Chief Compliance Officer
Michael A. Zeiler, Compliance Officer
Sandy Moul, Trader*
Duane D'Orazio
*This authority is invested in whoever the incumbent is in this position.
