CODE OF ETHICS
OF
INTEGRITY GLOBAL ASSET MANAGEMENT, INC.
(AMENDED AND RESTATED AUGUST 28, 2000)
PREAMBLE
This Code of Ethics is being adopted for Integrity Global Asset
Management, Inc. (the "Adviser") to satisfy the antifraud provisions of Section
206 of the Investment Advisers Act of 1940 and in compliance with the
requirements of Rule 17j-1 (the "Rule") adopted by the U.S. Securities and
Exchange Commission under the Investment Company Act of 1940, as amended (the
"Act") to effectuate the purposes and objectives of that Rule. The Rule makes it
unlawful for certain persons, including any officer or trustee of IGAM Group
Funds (the "Trust")1 or any officer or directors of the Adviser, in connection
with the purchase or sale by such person of a security "held or to be acquired"
by the Trust:2
(1) To employ any device, scheme or artifice to defraud the Trust;
(2) To make any untrue statement of a material fact to the Trust
or omit to state a material fact necessary in order to make
the statements made to the Trust, in light of the
circumstances under which they are made, not misleading;
(3) To engage in any act, practice or course of business that
operates or would operate as a fraud or deceit upon the Trust;
or
(4) To engage in any manipulative practice with respect to the
Trust.
The Rule also requires that the Trust and the Adviser each adopt a
written code of ethics, which shall be approved by a majority of the Board of
Trustees of the Trust ("Board of Trustees") (including a majority of Independent
Trustees) and that contains provisions reasonably necessary to prevent certain
persons from engaging in acts in violation of the above standard and shall use
reasonable diligence and institute procedures reasonably necessary, to prevent
violations of their Code of Ethics.
Set forth below is the Code of Ethics for the Adviser which has been
adopted by the Board of Trustees of the Trust in compliance with the Rule. This
Code of Ethics is based upon the principle that certain persons, including the
officers, directors and certain affiliated persons of the Adviser, owe a
fiduciary duty to, among others, the shareholders of the Trust to conduct their
affairs, including their personal securities transactions, in such manner to
avoid (i) serving their own personal interests ahead of shareholders; (ii)
taking inappropriate advantage of their position in relation to the Trust; and
(iii) any actual or potential conflicts of interest or any abuse of their
position of trust and responsibility.
1. DEFINITIONS
(a) "ACCESS PERSON" means any trustee, director, officer, partner
or Advisory Person of the Trust or Adviser, or the families of
such person (including the spouse, minor children, and adults
living in the same household as such persons).
(b) "ADVISORY PERSON" means (i) any employee of the Trust or
Adviser (or of any company in a control relationship to the
Trust or Adviser) who, in connection with his regular
functions or duties, makes, participates in, or obtains
current information regarding the purchase or sale of a
Security by the Trust, or whose functions relate to the making
of any recommendations with respect to such purchases or
sales; and (ii) any natural person in a control relationship
to the Trust or Adviser who regularly obtains current
information concerning recommendations made to the Trust with
regard to the purchase or sale of a Security by the Trust.
(c) A security is "BEING CONSIDERED FOR PURCHASE OR SALE" or is
"BEING PURCHASED OR SOLD" when a recommendation to purchase or
sell the security has been made and communicated to the person
responsible for trading, which includes when the Trust has a
pending "buy" or "sell" order with respect to a security, and,
with respect to the person making the recommendation, when
such person seriously considers making such a recommendation.
(d) "BENEFICIAL OWNERSHIP" shall be as defined in, and interpreted
in the same manner as it would be in determining whether a
person is subject to the provisions of, Section 16 of the
Securities Exchange Act of 1934 and the rules and regulations
thereunder which, generally speaking, encompasses those
situations where the beneficial owner has the right to enjoy
some economic benefit from the ownership of the security. A
person is normally regarded as the beneficial owner of
securities held in the name of his or her spouse or minor
children living in his or her household.
(e) "CONTROL" shall have the same meaning as that set forth in
Section 2(a)(9) of the Act.
(f) "INDEPENDENT TRUSTEE" means a Trustee of the Trust who is not
an "interested person" of the Trust within the meaning of
Section 2(a)(19) of the Act.
(g) "INVESTMENT PERSONNEL" means (i) any Portfolio Manager of the
Trust as defined in (h) below; (ii) securities analysts,
traders and other personnel who provide information and advice
to the Portfolio Manager or who help execute the Portfolio
Manager's decisions; (iii) any employee of the Trust or
Adviser (or of any company in a control relationship to the
Trust or Adviser) 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 Trust; and (iv) any natural person who controls the
Trust or Adviser and who obtains information concerning
recommendations made to the Trust regarding the purchase or
sale of securities by the Trust.
(h) "PORTFOLIO MANAGER" means an employee of Adviser of the Trust
entrusted with the direct responsibility and authority to make
investment decisions affecting an investment company.
(i) "PURCHASE OR SALE OF A SECURITY" includes, among other things,
the writing of an option to purchase or sell a security.
(j) "SECURITY" or "SECURITIES" shall have the meaning set forth in
Section 2(a)(36) of the Act3, except that it shall not include
securities issued by the government of the United States or by
federal agencies and which are direct obligations of the
United States, bankers' acceptances, bank certificates of
deposit, commercial paper, high quality short-term debt
obligations (including repurchase agreements) and shares of
registered open-end investment companies.
2. PROHIBITED TRANSACTIONS
(a) NO ACCESS PERSON shall engage in any act, practice or course
of conduct, which would violate the provisions of Rule 17j-1
set forth above.
(b) NO ACCESS PERSON SHALL:
(i) purchase or sell, directly or indirectly, any
Security in which he has or by reason of such
transaction acquires, any direct or indirect
beneficial ownership and which to his or her ACTUAL
KNOWLEDGE at the time of such purchase or sale:
(A) is being considered for purchase or sale by
the Trust, or
(B) is being purchased or sold by the Trust;
(ii) disclose to other persons the securities activities
engaged in or contemplated for the various portfolios
of the Trust;
(iii) seek or accept anything of value, either directly or
indirectly, from broker-dealers or other persons
providing services to the Trust because of such
person's association with the Trust. For the purposes
of this provision, the following gifts from
broker-dealers or other persons providing services to
the Trust will not be a violation of this section:
(A) an occasional meal;
(B) an occasional ticket to a sporting event,
the theater or comparable entertainment;
(C) a holiday gift of fruit or other foods, or
other comparable gift.
(c) NO INVESTMENT PERSONNEL SHALL:
(i) directly or indirectly acquire beneficial ownership
in any securities in an initial public offering
("IPO"), in order to preclude any possibility of such
person profiting from his or her position with the
Trust.
(ii) directly or indirectly acquire beneficial ownership
of any securities in a private placement, without
prior written approval of the Compliance Officer of
the Trust or other officer of the Trust designated by
the Board of Trustees. Any person authorized to
purchase securities in a private placement shall
disclose that investment when they play a part in any
Trust's subsequent consideration of an investment in
the issuer. In such circumstances, the Trust's
decision to purchase securities of the issuer shall
be subject to independent review by the Trust's
officers with no personal interest in the issuer.
(iii) profit in the purchase and sale, or sale and
purchase, of the same (or equivalent) securities
within sixty (60) calendar days. Any profits realized
on such short-term trades shall be subject to
disgorgement.
(iv) serve on the board of directors of any publicly
traded company without prior authorization of the
Chairman and/or President of the Trust. Any such
authorization shall be based upon a determination
that the board service would be consistent with the
interests of the Trust and its shareholders.
(d) NO PORTFOLIO MANAGER SHALL:
(i) buy or sell a security within at least seven (7)
calendar days before and after any series of the
Trust that he or she manages trades in that security.
Any profits realized on trades within the proscribed
period are required to be disgorged.
3. EXEMPTED TRANSACTIONS
The prohibitions of Sections 2(b), 2(c) and 2(d) shall not apply to:
(a) purchases or sales effected in any account over which the
Access Person has no direct or indirect influence or control;
(b) purchases or sales which are non-volitional on the part of
either the Access Person or the Trust;
(c) purchases which are part of an automatic dividend reinvestment
plan;
(d) purchases effected 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
(e) purchases or sales of shares of any series of the Trust.
4. COMPLIANCE PROCEDURES
(a) PRE-CLEARANCE
With the exception of the Independent Trustees of the Trust,
all Access Persons shall receive prior written approval from
the Compliance Officer of the Trust or other officer of the
Trust designated by the Board of Trustees before purchasing or
selling securities. With regard to approved purchases of
securities, said Compliance Officer will retain a record of
approval as well as the rationale supporting such approval.
(b) DUPLICATE CONFIRMATIONS AND ACCOUNT STATEMENTS
With the exception of the Independent Trustees of the Trust,
all Access Persons shall direct their brokers to supply to the
Compliance Officer of the Trust on a timely basis, duplicate
copies of the confirmation of all personal securities
transactions and copies of all periodic statements for all
securities accounts.
(c) DISCLOSURE OF PERSONAL HOLDINGS (INITIAL AND ANNUAL REPORTS)
All Access Persons, with the exception of Independent Trustees
of the Trust, shall report and disclose to the Compliance
Officer of the Trust all personal Securities holdings upon
commencement of employment with the Adviser, and thereafter on
an annual basis. This Initial Report shall be made on the form
attached as Exhibit B and the Annual Report shall be made on
the form attached as Exhibit C. Access Persons shall also
provide in each report the name of any broker, dealer or bank
with whom the Access Person maintained an account in which ANY
securities are held for the direct or indirect benefit of the
Access Person.
(i) Initial Reports shall be made no later than 10 days
after the person becomes an Access Person.
(ii) Annual Reports shall be submitted within 30 days
after the end of each calendar year and provide
information on personal securities holdings that is
current as of a date no more than 30 days before the
date such Annual Report is submitted.
(d) QUARTERLY REPORTING REQUIREMENTS
(i) Every Access Person shall report to the Compliance
Officer of the Trust the information described in
Sub-paragraph (d)(iii) of this Section with respect
to transactions in any security in which such person
has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership in the
security; provided, however, that an Access Person
shall not be required to make a report with respect
to transactions effected for any account over which
such person does not have any direct or indirect
influence.
(ii) An Independent Trustee of the Trust need only report
a transaction in a security if such trustee, at the
time of that transaction knew, or, in the ordinary
course of fulfilling his official duties as a
trustee, should have known that, during the 15-day
period immediately preceding or after the date of the
transaction by the trustee, such security was
purchased or sold by the Trust or was being
considered for purchase by the Trust or by its
investment adviser. Such reports will include the
information described in Sub-paragraph (d)(iii) of
this Section.
(iii) Reports required to be made under this Sub-paragraph
(d) shall be made not later than 10 days after the
end of the calendar quarter in which the transaction
to which the report relates was effected. Every
Access Person, with the exception the Independent
Trustees of the Trust (unless required by
Sub-paragraph (d)(ii) above), shall be required to
submit a report for all periods, including those
periods in which no securities transactions were
effected. Access Persons shall also provide in each
report the name of any broker, dealer or bank with
whom the Access Person maintained an account in which
Any securities are held for the direct or indirect
benefit of the Access Person and the date the account
was established. A report shall be made on the
form attached hereto as Exhibit D or on any other
form containing the following information:
(A) the date of the transaction, the title, the
number of shares, and the
principal amount of each security involved;
(B) the nature of the transaction (i.e.,
purchase, sale or any other type of
acquisition or disposition);
(C) the price at which the transaction was
effected;
(D) the name of the broker, dealer or bank with
or through whom the transaction was
effected; and
(E) the date that the report is submitted.
(iv) Any such report may contain a statement that the
report shall not be construed as an admission by the
person making such report that he or she has any
direct or indirect beneficial ownership in the
security to which the report relates.
(e) ANNUAL CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
Every Access Person shall certify annually that:
(i) they have read and understand the Code of Ethics and
recognize that they are subject thereto;
(ii) they have complied with the requirements of the Code
of Ethics; and
(iii) they have reported all personal securities
transactions required to be reported pursuant to the
requirements of the Code of Ethics.
(f) CONFLICT OF INTEREST
Every Access Person shall notify the Trust's Compliance
Officer of any personal conflict of interest relationship
which may involve the Trust, such as the existence of any
economic relationship between their transactions and
securities held or to be acquired by any series of the Trust.
(g) NOTIFICATION BY COMPLIANCE OFFICER
The Compliance Officer of the Trust shall notify each Access
Person that he or she is subject to the provisions of this
Code of Ethics, and shall deliver a copy of this Code of
Ethics to each Access Person.
(h) REVIEW OF REPORTS
The Compliance Officer of the Trust shall review the initial,
annual and quarterly holding reports, as well as the trade
confirmations and transaction statements submitted to them by
Access Persons as soon as practicable after the submission of
such reports to the Compliance Officer to determine compliance
with this Code of Ethics.
5. REPORTING OF VIOLATIONS TO THE BOARD OF TRUSTEES
(a) The Compliance Officer shall promptly report to the management
of the Adviser and to the Board of Trustees of the Trust:
(i) all apparent material violations of this Code of
Ethics and the reporting requirements thereunder; and
(ii) any reported transaction in a security which was
purchased or sold by the Trust within fifteen (15)
days before or after the date of the reported
transactions.
(b) When the Compliance Officer of the Trust finds that a
transaction otherwise reportable to the Board of Trustees
under Paragraph (a) of this Section could not reasonably be
found to have resulted in a fraud, deceit or manipulative
practice in violation of Rule 17j-1(a), it may, in its
discretion, lodge a written memorandum of such finding and the
reasons therefor with the reports made pursuant to this Code
of Ethics, in lieu of reporting the transaction to the Board
of Trustees.
6. ANNUAL REPORTING TO THE BOARD OF TRUSTEES
The Adviser shall prepare an annual written report relating to this
Code of Ethics to the management of the Adviser and to the Board of
Trustees of the Trust. Such annual report shall:
(a) summarize existing procedures concerning personal investing
and any changes in the procedures
made during the past year;
(b) describe any issues arising under the Code of Ethics or
procedures since the last report to management of the Adviser
and to the Board of Trustees of the Trust including, but not
limited to, information about material violations of the Code
or Ethics or procedures and sanctions imposed in response to
the material violations.
(c) identify any recommended changes in the existing restrictions
or procedures based upon the experience of the Trust and
Adviser under the Code of Ethics, evolving industry practices
or developments in applicable laws or regulations; and
(d) certify that the Adviser has adopted procedures reasonably
necessary to prevent Access Persons from violating this Code
of Ethics.
7. SANCTIONS
Upon discovering a violation of this Code of Ethics, the Compliance
Officer of the Trust, under the supervision of the President of the
Adviser, may impose such sanctions as he or she deems appropriate,
including, among other things, a letter of censure or a recommendation
to management for the suspension or termination of the employment of
the violator.
8. RETENTION OF RECORDS
This Code of Ethics, a list of all persons required to make reports
hereunder from time to time, or who are responsible for reviewing such
reports, a copy of each report made by an Access Person hereunder, a
record of any decision and the rationale supporting the decision to
approve the purchase of securities by Access Persons, each memorandum
made by the Compliance Officer hereunder and a record of any violation
hereof and any action taken as a result of such violation, and a copy
of each written annual report to the management of the Adviser and to
the Board of Trustees of the Trust, shall be maintained by the Adviser
and the Trust as required under Rule 17j-1.
EXHIBIT A
INTEGRITY GLOBAL ASSET MANAGEMENT, INC.
POLICY STATEMENT ON INSIDER TRADING
SECTION I. POLICY STATEMENT ON INSIDER TRADING
Integrity Global Asset Management, Inc. ( the "Adviser") forbids any
officer, director, or employee from trading, either personally or on behalf of a
Client Account, on material nonpublic information, or communicating material
nonpublic information to other persons in violation of the law. This conduct is
frequently referred to as "insider trading." The Adviser's policy applies to
every officer, director, and employee and extends to activities within and
outside their duties for the Adviser. Every officer, director, and employee must
read and retain a copy of this policy statement. Any questions regarding this
policy and the related procedures should be referred to the Compliance Officer.
The term "insider trading" is not defined in the federal securities
laws, but generally is used to refer to the use of material nonpublic
information to trade in securities (whether or not one is an "insider") or to
communications of material nonpublic information to others.
While the law concerning insider trading is not static, it is generally
understood that the law prohibits:
i) trading by an insider, while in possession of
material nonpublic information, or
ii) trading by a non-insider, while in possession of
material nonpublic information, where the information
either was disclosed to the non-insider in violation
of an insider's duty to keep it confidential or was
misappropriated, or
iii) communicating material nonpublic information to others.
The elements of insider trading and the penalties for such unlawful
conduct are discussed below. If, after reviewing this policy statement, you have
any questions, you should consult the Trust's Compliance Officer.
1. WHO IS AN INSIDER?
The concept of "insider" is broad. It includes partners and employees
of a company. In addition, a person can be a "temporary insider" if he or she
enters into a special confidential relationship in the conduct of a company's
affairs and as a result is given access to information solely for the company's
purposes. A temporary insider can include, among others, a company's attorneys,
accountants, consultants, bank lending officers, and the employees of such
organizations. In addition, the Adviser may become a temporary insider of a
company it advises or for which it performs other services. According to the
Supreme Court, the company must expect the outsider to keep the disclosed
nonpublic information confidential and the relationship must at least imply such
a duty before the outsider will be considered an insider.
2. WHAT IS MATERIAL INFORMATION?
Trading on inside information is not a basis for liability unless the
information is material. "Material information" generally is defined as
information for which there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions,
or information that is reasonably certain to have a substantial effect on the
price of a company's securities. Information that officers, directors, and
employees should consider material includes, but is not limited to: dividend
changes, earnings estimates, changes in previously released earnings estimates,
significant merger or acquisition proposals or agreements, major litigation,
liquidation problems, and extraordinary management developments.
Material information does not have to relate to a company's business.
For example, in CARPENTER V. U.S., 108 U.S. 316 (1987), the Supreme Court
considered material certain information about the contents of a forthcoming
newspaper column that was expected to affect the market price of a security. In
that case, a WALL STREET JOURNAL reporter was found criminally liable for
disclosing to others the dates that reports on various companies would appear in
the JOURNAL and whether those reports would be favorable or not.
3. WHAT IS NONPUBLIC INFORMATION?
Information is nonpublic until it has been effectively communicated to
the market place. One must be able to point to some fact to show that the
information is generally public. For example, information found in a report
filed with the SEC, or appearing in DOW JONES, REUTERS ECONOMIC SERVICES, THE
WALL STREET JOURNAL or other publications of general circulation would be
considered public.
4. BASIS FOR LIABILITY.
i) FIDUCIARY DUTY THEORY
In 1980, the Supreme Court found that there is no
general duty to disclose before trading on material
nonpublic information, but that such a duty arises
only where there is a fiduciary relationship. That
is, there must be a relationship between the parties
to the transaction such that one party has a right to
expect that the other party will disclose any
material nonpublic information or refrain from
trading. CHIARELLA V. U.S., 445 U.S. 22 (1980). In
DIRKS V. SEC, 463 U.S. 646 (1983), the Supreme Court
stated alternate theories under which non-insiders
can acquire the fiduciary duties of insiders: they
can enter into a confidential relationship with the
company through which they gain information (I.E.,
attorneys, accountants), or they can acquire a
fiduciary duty to the company's shareholders as
"tippees" if they are aware or should have been aware
that they have been given confidential information by
an insider who has violated his fiduciary duty to the
company's shareholders.
However, in the "tippee" situation, a breach of duty
occurs only if the insider personally benefits,
directly or indirectly from the disclosure. The
benefit does not have to be pecuniary, but can be a
gift, a reputational benefit that will translate into
future earnings, or even evidence of a relationship
that suggests a QUID PRO quo.
ii) MISAPPROPRIATION THEORy
Another basis for insider trading liability is the
"misappropriation" theory, where liability is
established when trading occurs on material nonpublic
information that was stolen or misappropriated from
any other person. In U.S. V. CARPENTER, SUPRA, the
Court found, in 1987, a columnist defrauded THE WALL
STREET JOURNAL when he stole information from the
JOURNAL and used it for trading in the securities
markets. It should be noted that the misappropriation
theory can be used to reach a variety of individuals
not previously thought to be encompassed under the
fiduciary duty theory.
5. PENALTIES FOR INSIDER TRADING
Penalties for trading on or communicating material nonpublic
information are severe, both for individuals involved in such unlawful conduct
and their employers. A person can be subject to some or all of the penalties
below even if he or she does not personally benefit from the violation.
Penalties include:
i) civil injunctions
ii) treble damages
iii) disgorgement of profits
iv) jail sentences
v) fines for the person who committed the violation of
up to three times the profit gained or loss avoided,
whether or not the person actually benefitted, and
vi) fines for the employer or other controlling person of
up to the greater of $1,000,000 or three times the
amount of the profit gained or loss avoided.
In addition, any violation of this policy statement can be expected to
result in serious sanctions by the Trust, including dismissal of the persons
involved.
SECTON II. PROCEDURES TO IMPLEMENT THE ADVISER'S INSIDER TRADING POLICY
The following procedures have been established to aid the officers,
directors, and employees of the Adviser to avoid insider trading, and to aid the
Adviser in preventing, detecting and imposing sanctions against insider trading.
Every officer, director, and employee of the Adviser must follow these
procedures or risk serious sanctions, including dismissal, substantial personal
liability and criminal penalties. If you have any questions about these
procedures, you should consult the Trust's Compliance Officer.
1. IDENTIFYING INSIDE INFORMATION.
Before trading for yourself or others, including Client Accounts, in
the securities of a company about which you may have potential inside
information, ask yourself the following questions:
i) Is the information material? Is this information that
an investor would consider important in making his or
her investment decisions? Is this information that
would substantially affect the market price of the
securities if generally disclosed?
ii) Is the information nonpublic? To whom has this
information been provided? Has the information been
effectively communicated to the marketplace by being
published in REUTERS, THE WALL STREET JOURNAL, or
other publications of general circulation?
If, after consideration of the above, you believe that the information
is material and nonpublic, or if you have questions as to whether the
information is material and nonpublic, you should take the following steps.
i) Report the matter immediately to the Trust's
Compliance Officer.
ii) Do not purchase or sell the securities on behalf of
yourself or others, including Client Accounts.
iii) Do not communicate the information inside or outside
the Trust, other than to the Compliance Officer.
iv) After the Compliance Officer has reviewed the issue,
you will be instructed to continue the prohibitions
against trading and communication, or you will be
allowed to trade and communicate the information.
2. PERSONAL SECURITY TRADING.
All officers, directors, and employees of the Adviser (other than
officers, directors, and employees who are required to report their securities
transactions to a registered investment company in accordance with a Code of
Ethics) shall submit to the Compliance Officer, on a quarterly basis, a report
of every securities transaction in which they, their families (including the
spouse, minor children, and adults living in the same household as the officer,
director, or employee), and trusts of which they are trustees or in which they
have a beneficial interest have participated, or at such lesser intervals as may
be required from time to time. The report shall include the name of the
security, date of the transaction, quantity, price, and broker-dealer through
which the transaction was effected. All officers, directors, and employees must
also instruct their broker(s) to supply the Compliance Officer, on a timely
basis, with duplicate copies of confirmations of all personal securities
transactions and copies of all periodic statements for all securities accounts.
3. RESTRICTING ACCESS TO MATERIAL NON-PUBLIC INFORMATION.
Any information in your possession that you identify as material and
non-public may not be communicated other than in the course of performing your
duties to anyone, including persons within your company, except as provided in
paragraph 1 above. In addition, care should be taken so that such information is
secure. For example, files containing material non-public information should be
sealed; access to computer files containing material non-public information
should be restricted.
4. RESOLVING ISSUES CONCERNING INSIDER TRADING.
If, after consideration of the items set forth in paragraph 1, doubt
remains as to whether information is material or non-public, or if there is any
unresolved question as to the applicability or interpretation of the foregoing
procedures, or as to the propriety of any action, it must be discussed with the
Compliance Officer before trading or communicating the information to anyone.
SECTION III. SUPERVISION
The role of the Compliance Officer is critical to the implementation
and maintenance of this Statement on Insider Trading. These supervisory
procedures can be divided into two classifications, (1) the prevention of
insider trading, and (2) the detection of insider trading.
1. PREVENTION OF INSIDER TRADING.
To prevent insider trading the Compliance Officer should:
(a) answer promptly any questions regarding the Statement on
Insider Trading;
(b) resolve issues of whether information received by an officer,
director, or employee is material and non-public;
(c) review and ensure that officers, directors, and employees
review, at least annually, and update as necessary, the
Statement on Insider Trading; and
(d) when it has been determined that an officer, director, or
employee has material non-public information,
(i) implement measures to prevent dissemination of such
information, and
(ii) if necessary, restrict officers, directors, and
employees from trading the securities.
2. DETECTION OF INSIDER TRADING:
To detect insider trading, the Compliance Officer should:
(a) review the trading activity reports filed by each officer,
director, and employee, to ensure no trading took place in
securities in which the Adviser has material non-public
information;
(b) review the trading activity of the mutual funds managed by
the investment adviser and the mutual funds which the broker
dealer acts as principal underwriter;
(c) coordinate, if necessary, the review of such reports with
other appropriate officers, trustees, directors or employees
of the Adviser and the Trust.
3. SPECIAL REPORTS TO MANAGEMENT:
Promptly, upon learning of a potential violation of the Statement on
Insider Trading, the Compliance Officer must prepare a written report to
management of the Adviser and to the Board of Trustees of the Trust, and provide
a copy of such report to the Board of Trustees of the Trust, providing full
details and recommendations for further action.
4. ANNUAL REPORTS:
On an annual basis, the Compliance Officer of the Trust will prepare a
written report to the management of the Adviser and to the Trust, and provide a
copy of such report to the Board of Trustees of the Trust, setting forth the
following:
(a) a summary of the existing procedures to detect and prevent
insider trading;
(b) full details of any investigation, either internal or by a
regulatory agency, of any suspected insider trading and the
results of such investigation;
(c) an evaluation of the current procedures and any
recommendations for improvement.
The Undersigned has read, understands and agrees to abide by this
Insider Trading Policy and has retained a copy of this document.
------------------------ ----------------------------------------
Date Signature
EXHIBIT B
IGAM GROUP FUNDS
INTEGRITY GLOBAL ASSET MANAGEMENT, INC.
CODE OF ETHICS
INITIAL REPORT
To the Compliance Officer:
1. I hereby acknowledge receipt of a copy of the Code of Ethics
for IGAM Group Funds (the "Trust")/Integrity Global Asset
Management, Inc. (the "Adviser").
2. I have read and understand the Code of Ethics and recognize
that I am subject thereto in the capacity of an "Access
Person."
3. Except as noted below, I hereby certify that I have no
knowledge of the existence of any personal conflict of
interest relationship which may involve the Trust, such as any
economic relationship between my transactions and securities
held or to be acquired by the Trust or any of its Series.
4. As of the date below I had a direct or indirect beneficial
ownership* in the following securities:
Type of Interest
Name of Security Number of Shares (Direct or Indirect)
---------------- ---------------- --------------------
5. I hereby represent that I maintain account(s) as of the date
this report is submitted in which Securities are held for my
direct or indirect benefit with the brokers, dealers or banks
listed below.
Name and Address of
Broker/Dealer or Bank
Maintaining Account Account Number Date Established
Name:
Title:
Date:
* Beneficial ownership also includes Securities held in the name of your spouse
or minor children living in your household.
EXHIBIT C
IGAM GROUP FUNDS
INTEGRITY GLOBAL ASSET MANAGEMENT, INC.
CODE OF ETHICS
ANNUAL REPORT
To the Compliance Officer:
1. I have read and understand the Code of Ethics and recognize
that I am subject thereto in the capacity of an
"Access Person."
2. I hereby certify that, during the year ended December 31,
____, I have complied with the requirements of the Code of
Ethics and I have reported all Securities transactions
required to be reported pursuant to the Code of Ethics.
3. Except as noted below, I hereby certify that I have no
knowledge of the existence of any personal conflict of
interest relationship which may involve the Trust, such as any
economic relationship between my transactions and Securities
held or to be acquired by the Trust or any of its Series.
4. As of December 31, ____, I had a direct or indirect beneficial
ownership* in the following Securities:
Type of Interest
Name of Security Number of Shares (Direct or Indirect)
---------------- ---------------- --------------------
5. I hereby represent that I maintain the account(s) listed below
in which Securities are held for my direct or indirect benefit
with the brokers, dealers or banks listed below.
Name and Address of
Broker/Dealer or Bank
Maintaining Account Account Number Date Established
Name:
Title:
Date:
* Beneficial ownership also includes Securities held in the name of your spouse
or minor children living in your household.
[An Independent Trustee is not subject to providing responses to items 4 and 5,
unless such Trustee, at the time of the transaction, knew or should have known
that, during the 15-day period immediately preceding or after the date of the
transaction, such security was purchased or sold by the trust or was being
considered for purchase by the trust or by its Investment Adviser.]
EXHIBIT D
IGAM GROUP FUNDS
INTEGRITY GLOBAL ASSET MANAGEMENT, INC.
CODE OF ETHICS
Securities Transactions Report
For the Calendar Quarter Ended: __________________
To the Compliance Officer:
During the quarter referred to above, the following transactions were effected
in Securities of which I had, or by reason of such transaction acquired, direct
or indirect beneficial ownership, and which are required to be reported pursuant
to the Code of Ethics adopted by IGAM Group Funds (the "Trust")/Integrity Global
Asset Management, Inc. (the "Adviser"):
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Nature of
Transaction Name and Address of Broker,
Name of Security Date of Number of Dollar Amount of (Purchase, Sale, Dealer or Bank Through Whom
Transaction Shares Price Transaction Other) Effected
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</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control, (ii) 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.
I hereby represent that I maintained the following brokerage accounts listed
below, in which Securities were held during the quarter referenced above for my
indirect or direct benefit.
Name and Address of
Broker/Dealer or
BANK MAINTAINING ACCOUNT ACCOUNT NUMBER DATE ESTABLISHED
Except as noted in this report, I hereby certify that I have no knowledge of the
existence of any personal conflict of interest relationship which may involve
the Trust, such as the existence of any economic relationship between my
transactions and Securities held or to be acquired by the Trust or any of its
Series.
Name: Date:
---------------------------------------
Title:---------------------------------------
(1) The Trust has adopted a separate Code of Ethics that is substantially
identical to this Code.
(2) A security "held or to be acquired" is defined as (a) if within the most
recent fifteen (15) days it (i) is or has been held by the Trust, or (ii) is
being or has been considered by the Trust or its investment adviser for purchase
by the Trust, and (b) any option to purchase or sell, and any security
convertible into or exchangeable for such a security.
(3) Section 2(a)(36) of the Act defines "Security" to mean any note, stock,
treasury stock, bond, debenture, evidence of indebtedness, certificate of
interest or participation in any profit-sharing agreement, collateral-trust
certificate, preorganization certificate or subscription, transferable share,
investment contact, voting-trust certification, certificate of deposit for a
security, fractional undivided interest in oil, gas, or other mineral rights,
any put, call, straddle, option, or privilege on any security (including a
certificate of deposit) or on any group or index of securities (including any
interest therein or based on the value thereof), or any put, call, straddle,
option or privilege entered into in a national securities exchange relating to
foreign currency, or, in general, any interest or instrument commonly known as a
"security," or any certificate of interest or participation in, temporary or
interim certificate for, receipt for, guarantee of, or warrant or right to
subscribe to or purchase, any of the foregoing.
