Exhibit (p)(2)
CRAFUND ADVISORS, INC.
PERSONAL TRADING CODE OF ETHICS
I. INTRODUCTION AND OVERVIEW
In our efforts to ensure that CRAFund Advisors, Inc. ("CRAFund") develops
and maintains a reputation for integrity and high ethical standards, it is
essential not only that CRAFund and its employees comply with relevant federal
and state securities laws, but also that we maintain high standards of personal
and professional conduct. CRAFund'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 investment adviser, CRAFund and its employees owe a
fiduciary duty to our clients that requires each of us to place the interests of
our clients 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
Community Reinvestment Act Qualified Investment Fund and other advisory clients
of CRAFund. 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 (INCLUDING BOTH
THE COMMUNITY REINVESTMENT ACT QUALIFIED INVESTMENT FUND AND ANY PRIVATE
ACCOUNTS) FIRST. In other words, as a fiduciary you must scrupulously avoid
serving your own personal interests ahead of the interests of CRAFund 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.
(3) CRAFUND PERSONNEL SHOULD NOT TAKE INAPPROPRIATE ADVANTAGE OF THEIR
POSITIONS. The receipt of investment opportunities, perquisites, or gifts from
persons seeking business with The Community Reinvestment Act Qualified
Investment Fund or CRAFund could call into question the exercise of your
independent judgment.
The Code contains a number of rules and procedures relating to personal
trading by CRAFund 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
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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 designed to avoid any actual or potential conflicts
of interest. CRAFund 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,
CRAFund reserves the right to modify any or all of the policies and procedures
set forth in the Code. Should CRAFund 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, CRAFund serves only as investment adviser to The Community
Reinvestment Act Qualified Investment Fund (the "Fund").
II. PERSONS COVERED BY THE CODE
Depending upon your classification under this Code, certain investment
restrictions and reporting obligations may or may not apply to you. Individuals
subject to this Code will be classified as "Access Persons" and may in addition
be further classified as "Investment Personnel" and/or "Portfolio Manager."
Investment Personnel and Portfolio Managers have additional obligations under
this Code.
The CRAFund Compliance Officer will notify each individual who has been
classified as an Access Person, Investment Personnel and/or Portfolio Manager
and what their obligations are under this Code.
ACCESS PERSONS means:
1) CRAFund's DIRECTORS;
2) CRAFund's OFFICERS;
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Personal Trading Code of Ethics
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3) CRAFund's EMPLOYEES (or employees of any company in a control
relationship to CRAFund) who in connection with their regular functions or
duties, make, participate in or obtain information regarding the purchase or
sale of any security (other than Exempted Securities as defined below) by the
Fund or whose functions relate to the making of any recommendations with respect
to such purchase or sales; and
4) any person in a control relation to CRAFund who obtains information
concerning recommendation made to the Fund with regard to the purchase or sale
of securities (other than Exempted Securities as defined below) of the Fund.
INVESTMENT PERSONNEL means any employee of CRAFund (or employee of any company
in a control relationship to CRAFund) 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 the Fund (e.g., traders or analysts). Any
person who controls CRAFund and who obtains information concerning
recommendations made to the Fund regarding the purchase or sale of securities by
the Fund.
PORTFOLIO MANAGER means any CRAFund employee who has the direct responsibility
and authority to make investment decisions affecting the Fund.
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.
III. POLICIES REGARDING PERSONAL SECURITIES TRANSACTIONS
A. Restrictions on Personal Securities Transactions By Access Persons,
----------------------------------------------------------------------
Investment Personnel and Portfolio Managers.
--------------------------------------------
1. No Access Person may buy or sell securities other than Exempted
Securities, Ineligible Securities and De Minimis Securities (as
defined below) for his or her personal portfolio or the portfolio
of a member of his or her immediate family without obtaining oral
authorization from CRAFund's Compliance Officer PRIOR to
effecting such security transaction.
a. A written authorization for such security transaction will
be provided by the CRAFund Compliance Officer to the person
receiving the authorization (if granted).
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Personal Trading Code of Ethics
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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 CRAFund 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
security (1) on a day when the Fund has a pending "buy" or "sell"
order in that same security until that order is executed or withdrawn
or (2) when the same security is being considered for purchase or sale
by the Fund.
4. The pre-clearance requirement shall apply to all purchases of a
beneficial interest in any security through an Initial Public Offering
or a Limited Offering (as defined below) by any Access Person who is
also classified as Investment Personnel. A record of any decision and
the reason supporting such decision to approve the acquisition by
Investment Personnel of Initial Public Offerings or Limited Offerings
shall be made and filed with the CRAFund Compliance Officer.
a. An "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, the issuer of which,
immediately before the registration, was not subject to the
reporting requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934.
b. A "Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to Section
4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule
506 under the Securities Act of 1933.
5. No pre-clearance will be given to any Portfolio Manager to purchase or
sell any security (other than Exempted Securities) within seven
calendar days before or after the Portfolio Manager trades that
security for a Fund.
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Personal Trading Code of Ethics
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6. Investment Personnel may not profit by the purchase and sale, or sale
and purchase, of the same or equivalent securities within 60 calendar
days, unless such security is an Exempted Security (as defined below).
Except as noted with respect to Initial Public Offerings and Limited
Offerings, this pre-clearance policy does not apply to securities which qualify
as Exempted Securities, Ineligible Securities or De Minimis Securities (as
defined below). If you have any questions as to the application of this policy,
contact the CRAFund Compliance Officer.
IV. EXEMPTED, INELIGIBLE AND DE MINIMIS SECURITIES
The policies and procedures set forth in the Code regarding personal
investing apply to ALL personal securities transactions, unless such security is
an Exempted as defined below. IF YOU HAVE ANY DOUBT AS TO THE APPLICABILITY OF
THE CODE TO A PARTICULAR TRANSACTION, CONTACT THE CRAFUND COMPLIANCE OFFICER.
The Code (including the specific prohibitions on personal trading and the
reporting requirements) does not apply to the following types of securities,
which are referred to as "Exempted Securities." As a result, Access Persons may
invest in Exempted Securities without following the procedures set forth in the
Code. Exempted Securities are personal securities transactions by Access Persons
in the following:
1. Direct obligations of the Government of the United States; banker's
acceptances; bank certificates of deposit; commercial paper; 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 shares of
registered open-end investment companies.
2. Securities purchased or sold in a transaction which is non-volitional
on the part of the Access Person.
3. Securities acquired as a part of an automatic dividend reinvestment
plan.
4. 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.
In addition, the pre-clearance procedures do not apply to personal securities
transactions involving 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 ("Ineligible Securities") and De
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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.
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 Exempted Securities) PROVIDED THAT PRIOR
APPROVAL FOR EXCLUSION FROM THE CODE IS OBTAINED FROM CRAFUND BY NOTIFYING, AND
DISCUSSING THESE ACCOUNTS WITH THE CRAFUND 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 CRAFund Compliance Officer the
existence of the Special Account and allows the CRAFund 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 CRAFund
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 CRAFund
Compliance Officer may deem acceptable;
o The Access Person establishes to the satisfaction of the CRAFund
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 CRAFund may take, or has or has not taken, or any CRAFund
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 an CRAFund 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
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Personal Trading Code of Ethics
Page 7
of the facts and circumstances, CRAFund reserves the right to require additional
procedures to be followed, as CRAFund deems necessary or appropriate. Further,
CRAFund reserves the right at any time, in the discretion of the legal counsel
to CRAFund, to require compliance with all or parts of the Code or to revoke the
exception at any time.
IF YOU HAVE ANY QUESTIONS ABOUT WHETHER A PARTICULAR TRANSACTION QUALIFIES
AS AN EXEMPTED SECURITY, CONTACT THE CRAFUND 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 CRAFund and to help ensure compliance with
the Code, all Access Persons must provide CRAFund with a list of all securities
holdings (the "Personal Holdings Report") in which they have a beneficial
interest (other than interests in Exempted Securities). This Personal Holdings
Report must be provided within 10 days of commencement of employment (or for
persons already designated as Access Persons with 10 days after March 1, 2000)
and updated annually thereafter. The report, a form of which is attached hereto
as Exhibit A, must include the title of each security, the number of shares held
and the principal amount of the security. The Personal Holdings Report must also
include a list of any securities accounts maintained with any broker, dealer or
bank. Annual Holdings Reports must be current as of a date no more than 30 days
after the report is submitted. CRAFund is sensitive to Access Persons' privacy
concerns and will endeavor not to disclose the contents of an Access Person's
Personal Holdings Report to anyone unnecessarily.
QUARTERLY TRANSACTION REPORTS: Each Access Person shall submit quarterly
reports in the form attached hereto as Exhibit B to CRAFund's Compliance
Officer, showing all transactions in securities other than Exempted 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
reports if all of the information required by the quarterly transaction reports
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.
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REVIEW OF REPORTS.: The CRAFund 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 CRAFund's Board of Directors:
a. with respect to any transaction that appears to evidence a possible
violation of this Code; and
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 Fund. 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
Certain activities, while not directly involving personal trading issues,
nonetheless raise similar potential conflict of interest issues and are
appropriate for inclusion in the Code.
SERVICE ON BOARDS: Investment Personnel are prohibited from serving on the
board of directors of any for-profit company or organization without the prior,
written approval of the CRAFund Compliance Officer. Such approval will only be
granted when CRAFund believes that such board service will be consistent with
the interests of CRAFund's clients. If board service is authorized, appropriate
procedures will be developed to ensure that confidential information is not
obtained or used by such Investment Personnel or by CRAFund.
GIFTS: On occasion Investment Personnel may be offered, or may receive,
gifts from clients, brokers, vendors to other persons not affiliated with
CRAFund. The receipt of extraordinary or extravagant gifts from such persons is
not permitted. Gifts of a nominal value (i.e., gifts the reasonable value of
which is no more than $100 annually from one person), and customary business
meals and entertainment (e.g., sporting events) at which both you and the giver
are present and promotional items (e.g., pens, mugs) may be received. Investment
Personnel may not, however, solicit any gifts.
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Personal Trading Code of Ethics
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Investment Personnel may not give any gift with a fair market value in
excess of $100 per year to persons associated with securities or financial
organizations including exchanges, other member organizations, commodity firms,
news media, or clients of the firm. You may provide reasonable entertainment to
such persons, provided that both you and the recipient are present.
You must never give or receive gifts or entertainment that would be
embarrassing to either you or CRAFund if made public.
ANNUAL BOARD REVIEW: The management of CRAFund annually will prepare a
report to The Community Reinvestment Act Qualified Investment Fund'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, identifies any recommended changes to the Code and
certifies that CRAFund has adopted procedures reasonably necessary to prevent
Access Persons from violating the Code.
RECORDKEEPING: This Code, a copy of each report by an Access Person,
records of approvals relating to Initial Public Offerings and Limited Offerings,
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 CRAFund'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 CRAFund Compliance Officer.
VIII. VIOLATIONS OF THE CODE
CRAFund 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
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upon discovery. If you have any questions about any aspect of the Code, contact
the CRAFund Compliance Officer.
IX. EFFECTIVE DATE
The Code is effective as of March 1, 2000.
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EXHIBIT A
CRAFUND ADVISORS, INC.
("CRAFUND")
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 CRAFund's Code of Ethics:
---------------------------------------------------------------------
Title of Number Principal
Security of Shares Amount
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
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:
--------------------------------------------------------------------------------
NAME OF BROKER DATE ESTABLISHED
BROKER/BANK BANK/ADDRESS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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:
------------------------ ------------------------------
Print Name:
-----------------------------
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CRAFUND ADVISORS, INC.
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 Exempted 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 Exempted Securities).
NAME:_______________________________ Date:____________________
(Signature)
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EXHIBIT B
CRAFUND ADVISORS, INC.
("CRAFUND")
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 CRAFund'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>
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
</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
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
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:
------------------------ ------------------------------
Print Name:
-----------------------------
<PAGE>
FORM OF BROKERAGE LETTER
[Date]
[Broker Name]
[Address]
RE: ACCOUNT NO._________________________ ACCOUNT NAME_______________________
Dear [Name]
As of [Date], please send to CRAFund Advisors, Inc., 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:
CRAFund Advisors, Inc.
1751 West Cypress Creek Road
Fort Lauderdale, FL 33309
Attention: Compliance Officer
Thank you for your prompt attention to this matter.
Sincerely,
[Name]
cc: Compliance Officer
<PAGE>
INITIAL CERTIFICATION OF COMPLIANCE WITH
THE CRAFUND ADVISORS, INC.
PERSONAL TRADING CODE OF ETHICS
To be completed by all Access Persons
I hereby acknowledge receipt of the CRAFund Advisors, Inc. ("CRAFund").
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 CRAFund; and (iv) fully and accurately have disclosed
to CRAFund all of my securities holdings (unless Exempted 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
SunCoast Capital Group Ltd.) 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 CRAFUND ADVISORS, INC.
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 CRAFund Advisors, Inc. 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 SunCoast Capital Group,
Ltd.) 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>
CRAFUND ADVISORS, INC.
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 CRAFund Advisors, Inc. ("CRAFund"), except as
otherwise disclosed to the Compliance Officer of CRAFund.
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 CRAFund may or may not take with respect to
any security with any person outside CRAFund, 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 CRAFund, or (ii)
provide investment advice to the Control Persons.
NAME:_________________________
(Signature)
DATE:_________________________
