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SUMMIT FUNDS MANAGEMENT CORPORATION
CODE OF ETHICS
A. Legal Requirements.
Rule 17j-1(b) under the Investment Company Act of 1940 (the
"Act") makes it unlawful for any officer or director (as well as other persons)
of Summit Funds Management Corporation(the "Fund"), in connection with the
purchase or sale(1) by such person of a security "held or to be acquired" by the
Fund:
(1) To employ any device, scheme or artifice to defraud the
Fund;
(2) To make to the Fund any untrue statement of a material
fact or omit to state to the Fund a material fact necessary in order
to make the statements made, in light of the circumstances under which
they are made, not misleading;
(3) To engage in any act, practice, or course of business
which operates or would operate as a fraud or deceit upon the Fund; or
(4) To engage in any manipulative practice with respect to
the Fund.
A security is "held or to be acquired" if it is a covered
security(2)(or an option for or exchangeable for a covered security)
and within the most recent 15 days (i) the covered security is or has
been held by the Fund, or (ii) the covered security is being or has
been considered by the Fund or the investment adviser for the Fund for
purchase by the Fund.
B. Fund Policies.
1. It is the policy of the Fund that no "access person"(3) of
the Fund shall engage in any act, practice or course or conduct that would
violate the provisions of Rule 17j-1(b) set forth above.
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(1) A purchase or sale includes the writing of an option to purchase or
sell.
(2) A "covered security" is any security under the broad definition of
Section 2(a)(36) of the Act except: (i) direct obligations of the United
States, (ii) bankers' acceptances, bank CDs, commercial paper, high quality
short-term debt instruments (including repurchase agreements), and (iii)
shares of open-end investment companies.
(3) An "access person" is (i) each director or officer of the Fund,
(ii) each employee (if any) of the Fund who, in connection with his regular
duties, makes, participates in, or obtains information about the purchase
or sale of a security by and/or of the Fund or whose functions relate to
the making of any recommendations
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2. In keeping with the recommendations of the Board of Governors
of the Investment Company Institute, the following general policies shall
govern personal investment activities of access persons of the Fund:
(a) It is the duty of all access persons of the Fund to
place the interest of Fund shareholders first;
(b) All access persons of the Fund shall conduct
personal securities transactions in a manner that is consistent with this Code
of Ethics and that avoids any actual or potential conflict of interest or any
abuse of a position of trust and responsibility; and
(c) No access person of the Fund shall take
inappropriate advantage of his or her position with the Fund.
C. Reporting Requirements.(4)
In order to provide the Fund with information to enable it to
determine with reasonable assurance whether the Fund's policies are being
observed by its access persons:
(a) Each person becoming an access person of the Fund, other
than a director who is not an "interested person" of the Fund (as
defined in the Act), shall no later than 10 days after becoming such
an access person submit a report in the form attached hereto as
Exhibit A (an "Initial Holding Report") to the Fund's Compliance
Officer showing all holdings in "covered securities" in which the
person had any direct or indirect beneficial ownership.(5) Such
Initial Holding Report shall also indicate all broker/dealers and
banks with which the access person held direct or indirect ownership
of securities. Such reports
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with respect to such purchases or sales, and (iii) any natural person in a
control relationship to the Fund who obtains information concerning
recommendations made to the Fund with regard to the purchase or sale of
covered securities.
(4) An access person of the Fund who is also an access person of the
Fund's investment adviser, sub-adviser or principal underwriter, if any,
may submit reports required by this Section to such investment adviser,
sub-adviser or principal underwriter in lieu of submitting reports under
Summit Funds Management Corporation's Code of Ethics provided that such
forms contain substantially the same information as called for in the forms
required by this Section C and comply with the requirements of Rule
17j-1(d)(1).
(5) "Beneficial ownership" of a security as used in this Section C is
determined in the same manner as it would be for the purposes of Section 16
of the Securities Exchange Act of 1934, except that such determination
should apply to all covered securities. Generally, a person should consider
himself the beneficial owner of covered securities held by his spouse, his
minor children, a relative who shares his home, or other persons if by
reason of any contract, understanding, relationship, agreement or other
arrangement, he obtains from such covered securities benefits substantially
equivalent to those of ownership. He should also consider himself the
beneficial owner of securities if he can vest or revest title in himself
now or in the future.
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need not show holdings over which such person had no direct or
indirect influence or control.
(b) Each access person of the Fund, other than a
director who is not an "interested person" of the Fund (as defined in
the Act), shall submit reports each quarter in the form attached
hereto as Exhibit B (a "Securities Transaction Report") to the Fund's
Compliance Officer showing all transactions in "covered securities" in
which the person had, or by reason of such transaction acquired, any
direct or indirect beneficial ownership. Such reports shall be filed
no later than 10 days after the end of each calendar quarter, but need
not show transactions over which such person had no direct or indirect
influence or control.
(c) Each director who is not an "interested person" of
the Fund (as defined in the Act) shall submit the same quarterly
report as required under paragraph (b), but only for a transaction in
a covered security where he knew at the time of the transaction or, in
the ordinary course of fulfilling his official duties as a director,
should have known that during the 15-day period immediately preceding
or after the date of the transaction such security is or was purchased
or sold, or considered for purchase or sale, by the Fund. Such report
shall be submitted to Legal Counsel for the Fund. No report is
required if the director had no direct or indirect influence or
control over the transaction.
(d) Each access person of the Fund, other than a
director who is not an "interested person" (as defined in the Act),
shall by January 30 of each year submit to the Fund's Compliance
Officer a report in the form attached hereto as Exhibit A (an "Annual
Holding Report") showing all holdings in covered securities in which
the person had any direct or indirect beneficial ownership as of a
date no more than 30 days before the report is submitted. Such report
need not show holdings over which such person had no direct or
indirect influence or control.
D. Preclearance Procedures.
Investment personnel of the Fund shall obtain approval from
the Fund's Compliance Officer before directly or indirectly acquiring
beneficial ownership in any securities in an initial public offering or in a
limited offering.(6)
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(6) "Investment personnel of the Fund" means (i) any employee of the
Fund (or of a company in a control relationship to the Fund) 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, and (ii) any natural person who controls the Fund
and who obtains information concerning recommendations made to the Fund
regarding the purchase or sale of securities. "Initial public offering" and
"limited offering" shall have the same meaning as set forth in Rule
17j-1(a)(6) and (8), respectively.
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E. Notice to, and Review of, Holding Reports by Access Persons.
1. The Fund's Compliance Officer shall notify each access
person of the Fund who may be required to make reports pursuant to this Code
that such person is subject to this reporting requirement and shall deliver a
copy of this Code to each such person.
2. The Compliance Officer of the Fund or his or her delegate
or Legal Counsel for the Fund shall review reports submitted under Section C of
this Code within 21 days of submission.
3. The Compliance Officer of the Fund will establish and
maintain records of access persons of the Fund, other than directors who are
not an "interested persons" (as defined in the Act), who are required to make
reports under Section C of this Code and shall establish and maintain records
of any delegate responsible for reviewing such reports. Legal Counsel for the
Fund will establish and maintain records of directors who are not "interested
persons" (as defined in the Act) who are required to make reports under Section
C of this Code.
F. Reports to Directors.
1. The Fund's Compliance Officer or Legal Counsel for the
Fund shall report to the Board of Directors:
(a) at the next meeting following the receipt of any
Securities Transaction Report with respect to each reported
transaction in a security which was held or acquired by the Fund
within 15 days before or after the date of the reported transaction or
at a time when, to the knowledge of the Fund's Compliance Officer,
Legal Counsel for the Fund, the Fund, or the investment adviser for
the Fund, was considering the purchase or sale of such security,
unless the amount involved in the transaction was less than $50,000;
(b) with respect to any transaction or holding not required
to be reported to the Board by the operation of subparagraph (a) that
the Fund's Compliance Officer or Legal Counsel for the Fund believes
nonetheless may evidence a violation of this Code; and
(c) any apparent violation of the reporting requirements of
Section C of this Code.
2. The Board shall consider reports made to it hereunder and
shall determine whether the policies established in section B of this Code have
been violated, and what sanctions, if any, should be imposed.
G. Approval of Codes and Material Amendments Thereto.
1. The Board of Directors of the Fund, including a majority
of the independent Directors thereof, shall approve the Codes of Ethics of the
Fund and, if any, of the investment
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adviser to the Fund, of the sub-adviser to the Fund and of the principal
underwriter of the Fund. No investment adviser, sub-adviser or principal
underwriter of the Fund may be appointed unless and until the Code of Ethics of
that entity has been approved by the Board of Directors of the Fund, including
a majority of the independent Directors thereof. Following initial approval of
the Code of Ethics of the investment adviser to the Fund, the sub-adviser to
the Fund or the principal underwriter of the Fund, any material change to such
Code must be approved by the Board of Directors of the Fund, including a
majority of the independent Directors thereof, within six months of said
amendment. No amendment of this Code may be made unless and until approved by
the Board of Directors of the Fund, including a majority of the independent
Directors thereof.
2. In approving a Code of Ethics, the Board of Directors
shall have secured a certificate from the entity that adopted the Code that it
has adopted procedures reasonably necessary to prevent its access persons from
violating the Code in question.
H. Annual Report
The Fund and, if any, the principal underwriter thereof and
any investment adviser or sub-adviser to the Fund shall, not less frequently
than annually, furnish the Board of Directors of the Fund with a written report
that:
1. describes any issues arising under its Code of
Ethics or procedures since the last report to the
Board of Directors, including, but not limited to,
information about material violations of such Code
or procedures and sanctions imposed in response, and
2. certifies that the Fund, principal underwriter,
investment adviser or sub-adviser, as applicable,
has adopted procedures reasonably necessary to
prevent its access persons from violating its Code
of Ethics.
This Code, a copy of each Securities Transaction and Holding
Report by an access person, any written report hereunder by the Fund's
Compliance Officer, any written report hereunder by the Legal Counsel for the
Fund, and lists of all persons required to make reports shall be preserved with
the Fund's records for the period required by Rule 17j-1.
Adopted: June 27, 2000
The Board of Directors
Summit Funds Management Corporation
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Dated: June 30, 2000
FORM OF SCHEDULE A
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN
SUMMIT FUNDS MANAGEMENT CORPORATION
AND
SUMMIT SERVICE CORP
FEES
Summit Service Corp shall be entitled to receive a fee from the Fund
in the amount of $10,000 per month plus Summit Service Corp's reasonable
out-of-pocket expenses incurred in the performance of its services as provided
in Section 4 of the Fund Accounting Agreement to which this Schedule A is
attached.
SUMMIT FUNDS MANAGEMENT CORPORATION
By: /s/ Barry Duerk
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SUMMIT SERVICE CORP
By:
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