Exhibit (p)(3)
SUNCOAST CAPITAL GROUP, LTD.
PERSONAL TRADING CODE OF ETHICS
I. INTRODUCTION AND OVERVIEW
In our efforts to ensure that SunCoast Capital Group, Ltd. ("SunCoast")
develops and maintains a reputation for integrity and high ethical standards, it
is essential not only that SunCoast and its employees comply with relevant
federal and state securities laws, but also that we maintain high standards of
personal and professional conduct. SunCoast's Personal Trading Code of Ethics
(the "Code") is designed to help ensure that we conduct our business consistent
with these high standards.
As a registered broker-dealer and the principal underwriter of The
Community Reinvestment Act Qualified Investment Fund (the "Trust"), SunCoast and
its employees owe a fiduciary duty to our clients that requires each of us to
place the interests of our client's ahead of our own interests. A critical
component of our fiduciary duty is to avoid potential conflicts of interest.
Accordingly, you must avoid activities, interests, and relationships that might
interfere or appear to interfere with making decisions in the best interests of
shareholders of the Trust. Please bear in mind that a conflict of interest can
arise even if there is no financial loss to our clients. Many potential
conflicts of interest can arise in connection with employee personal trading and
related activities.
The Code is designed to address and avoid potential conflicts of interest
relating to personal trading and related activities and is based on three
underlying principles:
(1) WE MUST AT ALL TIMES PLACE THE INTERESTS OF OUR CLIENTS FIRST. In other
words, as a fiduciary you must scrupulously avoid serving your own personal
interests ahead of the interests of SunCoast clients.
(2) WE MUST MAKE SURE THAT ALL PERSONAL SECURITIES TRANSACTIONS ARE
CONDUCTED CONSISTENT WITH THE CODE AND IN SUCH A MANNER AS TO AVOID ANY ACTUAL
OR POTENTIAL CONFLICTS OF INTEREST OR ANY ABUSE OF AN INDIVIDUAL'S POSITION OF
TRUST AND RESPONSIBILITY.
The Code contains a number of rules and procedures relating to personal
trading by SunCoast officers, directors, employees and their families. It is
your responsibility to become familiar with the Code and abide by the Code.
Violations of the Code will be taken seriously and could result in sanctions
against the violator, which sanctions can include termination of employment.
As with all policies and procedures, the Code was designed to cover a
myriad of circumstances and conduct; however, no policy can anticipate every
potential conflict of interest that can arise in connection with personal
trading. Consequently, you are expected to abide not only by the letter of the
Code, but also by the spirit of the Code. Whether or not a specific provision of
the Code addresses a particular situation, you must conduct your personal
trading activities in accordance with the general principles contained in the
Code and in a manner that is
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Personal Trading Code of Ethics
Page 2
designed to avoid any actual or potential conflicts of interest. SunCoast
reserves the right, when it deems necessary in light of particular
circumstances, either to impose more stringent requirements on employees or to
grant exceptions to the Code.
Because governmental regulations and industry standards relating to
personal trading and potential conflicts of interest can change over time,
SunCoast reserves the right to modify any or all of the policies and procedures
set forth in the Code. Should SunCoast revise the Code, you will receive written
notification from the Compliance Officer. It is your responsibility to
familiarize yourself with any modification to the Code. If you have any
questions about any aspect of the Code, or if you have questions regarding
application of the Code to a particular situation, contact the Compliance
Officer.
Currently, SunCoast serves as principal underwriter to the Trust. The
Trust, which consists of one portfolio, is an open-end investment management
company advised by CRAFund Advisors, Inc. ("CRAFund Advisors").
II. PERSONS COVERED BY THE CODE
Individuals subject to this Code will be classified as "Access Persons."
The SunCoast Compliance Officer will notify each individual who has been
classified as an Access Person and what their obligations are under this Code.
ACCESS PERSONS means any director or officer of SunCoast who, in the
ordinary course of business makes, participates in or obtains information
regarding the purchase or sale of any Covered Security1 by the Trust or whose
functions or duties relate to the making of any recommendations with respect to
such purchase or sales.
The policies and procedures set forth in the Code also apply to all members
of your immediate family, which for purposes of the Code refers to ANY PERSON
LIVING IN YOUR HOUSEHOLD (whether or not related to you) and/or ANY PERSON TO
WHOSE FINANCIAL SUPPORT YOU MAKE A SIGNIFICANT CONTRIBUTION.
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1 "Covered Security" means a security as defined in Section 2(a)(36) of the 1940
Act, except that it does not include direct obligations of the Government of the
United States; bankers' acceptances; bank certificates of deposit; commercial
paper; high quality short-term debt instruments (any instrument having a
maturity at issuance of less than 366 days and that is rated in one of the two
highest rating categories by a nationally recognized statistical rating
organization), including repurchase agreements; and shares of registered
open-end investment companies.
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SunCoast Capital Group, Ltd.
Personal Trading Code of Ethics
Page 3
III. POLICIES REGARDING PERSONAL SECURITIES TRANSACTIONS
A. Restrictions on Personal Securities Transactions By Access Persons.
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1. No Access Person may buy or sell Covered Securities for his or
her personal portfolio or the portfolio of a member of his or her
immediate family without obtaining oral authorization from
SunCoast's Compliance Officer PRIOR to effecting such security
transaction.
a. A written authorization for such security transaction will
be provided by the SunCoast Compliance Officer to the person
receiving the authorization (if granted).
NOTE: If an Access Person has questions as to whether
purchasing or selling a security for his or her personal
portfolio or the portfolio of a member of his or her
immediate family requires prior oral authorization, the
Access Person should consult the SunCoast Compliance Officer
for clearance or denial of clearance to trade PRIOR to
effecting any securities transactions.
2. Pre-clearance approval under paragraph 1 will expire at the close
of business on the trading day after the date on which oral
authorization is received and the Access Person is required to
renew clearance for the transaction if the trade is not completed
before the authority expires.
3. No clearance will be given to an Access Person to purchase or
sell any Covered Security on a day when the SunCoast Compliance
Officer has been advised by CRAFund Advisors' that a trading
blackout on behalf of the Trust exists with respect to the same
security. Blackout periods generally will include a 15 day period
before and after a major scheduled index reconstitution.
This pre-clearance policy does not apply to securities which qualify as
Exempted Securities or De Minimis Securities (as defined below). If you have any
questions as to the application of this policy, contact the SunCoast Compliance
Officer.
IV. NON-COVERED, EXEMPTED AND DE MINIMIS SECURITIES
The Code (including the specific prohibitions on personal trading,
pre-clearance and the reporting requirements) does not apply to the following
types of securities, which are referred to as "Non-Covered Securities." As a
result, Access Persons may invest in Non-Covered Securities
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Personal Trading Code of Ethics
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without following the procedures set forth in the Code. Non-Covered Securities
are personal securities transactions by Access Persons in:
1. Direct obligations of the Government of the United States;
2. bankers' acceptances;
3. bank certificates of deposit;
4. commercial paper;
5. high quality short-term debt instruments (any instrument that has
a maturity at issuance of less than 366 days and is rated in one
of the two highest rating categories by a nationally recognized
statistical rating organization), including repurchase
agreements; and
6. shares of registered open-end investment companies.
In addition, the pre-clearance procedures do not apply to personal securities
transactions involving Exempted Securities or De Minimis Securities. You will
however be required to report such securities in the quarterly and annual
reports discussed below. "Exempted Securities" are:
1. securities purchased or sold in a transaction which is
non-volitional on the part of the Access Person;
2. securities acquired as a part of an automatic dividend
reinvestment plan;
3. securities acquired 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; and
4. securities which are not eligible for purchase by the Fund and
which are not related economically to securities purchased, sold
or held by the Fund.
In addition, the pre-clearance procedures do not apply to personal
securities transactions involving De Minimis Securities. "De Minimis Securities"
are securities issued by any company included in the Standard and Poor's 500
Stock Index and in an amount less than $10,000. You will however be required to
report such securities in the quarterly and annual reports discussed below.
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SunCoast Capital Group, Ltd.
Personal Trading Code of Ethics
Page 5
Additionally, transactions in accounts ("Special Accounts") over which the
Access Person exercises no direct or indirect influence or control may be
excluded from the Code (and treated as Non-Covered Securities) PROVIDED THAT
PRIOR APPROVAL FOR EXCLUSION FROM THE CODE IS OBTAINED FROM SUNCOAST BY
NOTIFYING AND DISCUSSING THESE ACCOUNTS WITH THE SUNCOAST COMPLIANCE OFFICER. An
account will be deemed a Special Account provided all of the following
conditions are met:
o The Access Person discloses to the SunCoast Compliance Officer the
existence of the Special Account and allows the SunCoast Compliance
Officer to review, upon his or her discretion, the governing documents
of such Special Account;
o The Access Person establishes to the satisfaction of the SunCoast
Compliance Officer that he or she has no direct or indirect influence
or control over the Special Account or over investment decisions made
for the Special Account;
o The Access Person completes the attached Special Account Certification
on an annual basis, or such other certification that the SunCoast
Compliance Officer may deem acceptable;
o The Access Person establishes to the satisfaction of the SunCoast
Compliance Officer that he or she provides no investment advice to the
person(s) who directly or indirectly influence or control the
investment decisions for the Special Account ("Control Persons");
o The Access Person does not disclose to the Control Persons any action
that SunCoast may take, or has or has not taken, or any SunCoast
consideration of any action with respect to that security; and
o The Control Persons do not disclose to the Access Person any action
such Control Persons may or may not take or any action under
consideration with respect to any transaction for the Special Account
until after such decisions have been made and fully executed.
If you have a Special Account and you feel that an exception from
compliance with the Code is warranted, please see a SunCoast Compliance Officer.
Determinations as to whether exception from the Code will be granted will be
made on a case-by-case basis. Depending on all of the facts and circumstances,
SunCoast reserves the right to require additional procedures to be followed, as
SunCoast deems necessary or appropriate. Further, SunCoast reserves the right at
any time, in the discretion of the legal counsel to SunCoast, to require
compliance with all or parts of the Code or to revoke the exception at any time.
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SunCoast Capital Group, Ltd.
Personal Trading Code of Ethics
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IF YOU HAVE ANY QUESTIONS ABOUT WHETHER A PARTICULAR TRANSACTION QUALIFIES
AS A NON-COVERED SECURITY, AN EXEMPTED SECURITY OR DE MINIMIS SECURITY, CONTACT
THE SUNCOAST COMPLIANCE OFFICER.
V. REPORTS AND CERTIFICATIONS REGARDING PERSONAL SECURITIES TRANSACTIONS
PERSONAL HOLDINGS REPORTS: In order to address potential conflicts of
interest that can arise when an Access Person disposes of a security acquired
prior to his or her association with SunCoast and to help ensure compliance with
the Code, all Access Persons must provide SunCoast with a list of all Covered
Securities holdings (the "Personal Holdings Report") in which they have a
beneficial interest. This Personal Holdings Report must be provided within 10
days of commencement of employment (or for persons already designated as Access
Persons within 10 days after this Code is adopted) and updated annually
thereafter. The report, a form of which is attached hereto as Exhibit A, must
include the title of the Covered Security, the number of shares held and the
principal amount of the Covered Security. Holdings Reports must be current as of
a date no more than 30 days before the report is submitted. The Personal
Holdings Report must also include a list of any securities accounts maintained
with any broker, dealer or bank.
QUARTERLY TRANSACTION REPORTS: Each Access Person shall submit quarterly
reports in the form attached hereto as Exhibit B to SunCoast's Compliance
Officer, showing all transactions in Covered Securities in which the person has,
or by reason of such transaction acquires, any direct or indirect beneficial
ownership, as well as all accounts established with brokers, dealers or banks
during the quarter in which any securities were held for the direct or indirect
beneficial interest of the Access Person. Such reports shall be filed no later
than 10 days after the end of each calendar quarter. An Access Person of the
Company need not make a quarterly transaction report if all of the information
required by the quarterly transaction report is contained in the brokerage
confirmations or account statements submitted in lieu thereof.
A form of brokerage letter is attached to the Code. In order to help ensure
that duplicate brokerage confirmations are received for all accounts pertaining
to an Access Person, such Access Person is required to complete a Brokerage
Account Form annually.
REVIEW OF REPORT.: The SunCoast Compliance Officer shall review the initial
holdings reports, annual holdings reports, and quarterly transaction reports
received, and as appropriate compare the reports with the pre-clearance
authorization received, and report to SunCoast's Board of Directors:
a. with respect to any transaction that appears to evidence a possible
violation of this Code; and
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SunCoast Capital Group, Ltd.
Personal Trading Code of Ethics
Page 7
b. apparent violations of the reporting requirement stated herein.
The Board shall consider reports made to it hereunder and shall determine
whether the policies established in this Code have been violated, and what
sanctions, if any, should be imposed on the violator, including but not limited
to a letter of censure, suspension or termination of the employment of the
violator, or the unwinding of the transaction and the disgorgement of any
profits to the Trust. The Board shall review the operation of this Code of
Ethics at least once a year.
CERTIFICATION OF COMPLIANCE: Each Access Person will be required to certify
that he or she has read, understands and has complied with (or in the case of a
newly hired Access Person, will comply with) the Code. This Certification of
Compliance is required upon commencement of employment and annually thereafter.
VI. MISCELLANEOUS
ANNUAL BOARD REVIEW: The management of SunCoast annually will prepare a
report to the Trust's Board of Trustees that summarizes existing procedures
concerning personal trading (including any changes in the Code), highlights
violations of the Code requiring significant remedial action and identifies any
recommended changes to the Code.
RECORDKEEPING: This Code, a copy of each report by an Access Person, lists
of all persons required to make reports, a list of all persons responsible for
reviewing such reports, records of any violations of the Code and action taken
as a result thereof, shall be preserved with SunCoast's records for the period
required by the Investment Company Act of 1940, as amended and the Investment
Advisers Act of 1940, as amended.
VII. FORMS
Attached to the Code are the following forms of documents:
o Holdings Report and Annual Certification of Holdings Report;
o Quarterly Securities Transaction Report;
o Form of Brokerage Letter;
o Initial and Annual Certifications of Compliance; and
o Special Account Certification
If you have any questions about any of these documents, or their
application, contact the SunCoast Compliance Officer.
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SunCoast Capital Group, Ltd.
Personal Trading Code of Ethics
Page 8
VIII. VIOLATIONS OF THE CODE
SunCoast views violations of the Code to be a serious breach of the firm's
rules. Consequently, any Access Person who violates any policy or procedure
contained in the Code is subject to sanctions, including termination of
employment. Further, violations of the Code may constitute violations of federal
and/or state laws and may be referred to the proper authorities upon discovery.
If you have any questions about any aspect of the Code, contact the SunCoast
Compliance Officer.
IX. EFFECTIVE DATE
The Code is effective as of _______________________________.
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EXHIBIT A
SUNCOAST CAPITAL GROUP, LTD.
("SUNCOAST")
HOLDINGS REPORT
For the Year/Period Ended _______________________
(month/day/year)
[ ] Check Here if this is an Initial Holdings Report
To: Compliance Officer
As of the calendar year/period referred to above, I have a direct or
indirect beneficial ownership interest in the securities listed below which are
required to be reported pursuant to SunCoast's Code of Ethics:
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Title of Number Principal
Security of Shares Amount
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The name of any broker, dealer or bank with whom I maintain an account in
which my securities are held for my direct or indirect benefit are as follows:
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NAME OF BROKER DATE ESTABLISHED
BROKER/BANK BANK/ADDRESS
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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, AND (III) IS NOT AN ADMISSION THAT I HAVE OR HAD ANY DIRECT OR
INDIRECT BENEFICIAL OWNERSHIP IN THE SECURITIES LISTED ABOVE.
Date: Signature:
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Print Name:
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SUNCOAST CAPITAL GROUP, LTD.
ANNUAL CERTIFICATION OF HOLDINGS REPORT
To be completed by all Access Persons
within 10 days after the end of calendar year
I __________________________, hereby certify that:
(Print Name)
_____ There has been no change in my personal securities holdings in which I
have a beneficial interest (other than in interests in Non-Covered Securities)
over the preceding calendar year.
OR
_____ The attached revised Holdings Report accurately reflects my current
personal securities holdings in which I have a beneficial interest (other than
in interests in Non-Covered Securities).
NAME:_______________________________ Date:____________________
(Signature)
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EXHIBIT B
SUNCOAST CAPITAL GROUP, LTD.
("SUNCOAST")
SECURITIES TRANSACTION REPORT
For the Calendar Quarter Ended _______________________
(month/day/year)
To: Compliance Officer
During the quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such transactions
acquired, direct or indirect beneficial ownership, and which are required to be
reported pursuant to SunCoast's Code of Ethics:
<TABLE>
<CAPTION>
Nature of Broker/Dealer
Interest Rate Transaction or Bank
Date of Number of Principal and Maturity (Purchase, Through Whom
Security Transaction Shares Amount Date (if applicable Sale, Other) Price Effected
-------- ----------- ------ ------- ------------------- ------------ ---- --------
<S> <C> <C> <C> <C> <C> <C> <C>
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</TABLE>
During the quarter referred to above, I established the following accounts
in which securities were held during the quarter for my direct or indirect
benefit:
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NAME OF BROKER/BANK BROKER BANK/ADDRESS DATE ESTABLISHED
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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, AND (III) IS NOT AN ADMISSION THAT I HAVE OR HAD ANY DIRECT OR
INDIRECT BENEFICIAL OWNERSHIP IN THE SECURITIES LISTED ABOVE.
Date: Signature:
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Print Name:
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FORM OF BROKERAGE LETTER
[Date]
[Broker Name]
[Address]
RE: ACCOUNT NO._________________________ ACCOUNT NAME_______________________
Dear [Name]
As of [Date], please send to SunCoast Capital Group, Ltd., a duplicate
confirmation of each transaction in the above-named account and the monthly
brokerage account statement for the above-named account.
Please mail the confirmations and account statements to:
SunCoast Capital Group, Ltd.
1751 West Cypress Creek Road
Fort Lauderdale, FL 33309
Thank you for your prompt attention to this matter.
Sincerely,
[Name]
cc: Compliance Officer
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INITIAL CERTIFICATION OF COMPLIANCE WITH
THE SUNCOAST CAPITAL GROUP, LTD.
PERSONAL TRADING CODE OF ETHICS
To be completed by all Access Persons
I hereby acknowledge receipt of the SunCoast Capital Group, Ltd.
("SunCoast"). Personal Trading Code of Ethics (the "Code"). I hereby certify
that I (i) recently have read the Code and acknowledge that I am subject to the
provisions of the Code; (ii) will comply with the Code; (iii) have arranged for
brokerage confirmations and monthly account statements for my account to be
provided directly by my broker to SunCoast; and (iv) fully and accurately have
disclosed to SunCoast all of my securities holdings (unless Non-Covered
Securities as defined in the Code). I understand that my obligations under the
Code are in addition to those I may have due to my relationship with another
regulated entity (including CRAFund Advisors, Inc.) and that actions permitted
under the Code may not be possible due to such other restrictions applicable to
me.
Name: __________________________________
(Please print or type clearly)
Signature: _____________________________
Date: __________________________________
<PAGE>
ANNUAL CERTIFICATION OF COMPLIANCE WITH
THE SUNCOAST CAPITAL GROUP, LTD.
PERSONAL TRADING CODE OF ETHICS
To be completed by all Access Persons
within 10 days after the end of each calendar year
I hereby acknowledge receipt of the SunCoast Capital Group, Ltd. Personal
Trading Code of Ethics (the "Code"). I hereby certify that I (i) recently have
re-read the Code (including any updates thereto); (ii) understand the Code; and
(iii) recognize that I am subject to its provisions. I also hereby certify that
I have complied with and will continue to comply with the requirements of the
Code and that I have disclosed or reported all personal securities transactions
required to be disclosed or reported pursuant to the Code. I understand that my
obligations under the Code are in addition to those I may have due to my
relationship with another regulated entity (including CRAFund Advisors, Inc.)
and that actions permitted under the Code may not be possible due to such other
restrictions applicable to me.
Name: __________________________________
(Please print or type clearly)
Signature: _____________________________
Date: __________________________________
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SUNCOAST CAPITAL GROUP, LTD.
SPECIAL ACCOUNT CERTIFICATION
I___________________________________, hereby certify as follows:
(Print Name)
1. I understand that I must adhere to certain procedures with respect to
personal securities transactions in which I have a direct or indirect
beneficial interest, whether or not such procedures may be burdensome
or costly.
2. I have read and understand the Code and hereby certify that I have
complied with all provisions of the Code since the date on which I
first became employed by SunCoast Capital Group, Ltd. ("SunCoast"),
except as otherwise disclosed to the Compliance Officer of SunCoast.
3. I have asked for a waiver from the requirements of the Code with
respect to the trades for the Special Account (as defined in the Code)
of ___________________.
4. I hereby certify that I exercise no direct or indirect influence or
control over the investment decision for the Special Account.
5. I certify that I have not, and will not, (i) engage in discussions
concerning any action that SunCoast may or may not take with respect
to any security with any person outside SunCoast, including any member
of my immediate family or any person(s) who has (have) direct or
indirect influence or control over the investment decisions for the
Special Account ("Control Persons"), while I am employed at SunCoast,
or (ii) provide investment advice to the Control Persons.
NAME:_________________________
(Signature)
DATE:_________________________
