CODE OF ETHICS
For Access Persons of
Pflug Koory, LLC
I. INTRODUCTION
A. FIDUCIARY DUTY. This Code of Ethics is based on the principle
that managers, trustees, officers and employees of Pflug Koory, LLC
("Pflug") have a fiduciary duty to place the interests of clients ahead
of their own. The Code applies to all Access Persons and focuses
principally on preclearance and reporting of personal transactions in
securities. Capitalized words are defined in APPENDIX 1. Access Persons
must avoid activities, interests and relationships that might interfere
with making decisions in the best interests of the Advisory Clients of
Pflug.
As fiduciaries, Access Persons must at all times:
1. PLACE THE INTERESTS OF ADVISORY CLIENTS FIRST. Access
Persons must scrupulously avoid serving their own personal
interests ahead of the interests of Everest Funds (the "Trust")
and other Advisory Clients of Pflug. An Access Person may not
induce or cause an Advisory Client to take action, or not to
take action, for the personal benefit of the Access Person,
rather than for the benefit of the Advisory Client. For example,
an Access Person would violate this Code by causing an Advisory
Client to purchase a Security he or she owned for the purpose
or with the intent of increasing the price of that Security.
2. AVOID TAKING INAPPROPRIATE ADVANTAGE OF THEIR POSITION.
The receipt of investment opportunities, perquisites or gifts
from persons seeking business with the Trust or Pflug could call
into question the exercise of an Access Person's independent
judgment. Access persons may not, for example, use their
knowledge of portfolio transactions to profit by the market
effect of such transactions or accept gifts of such value as to
potentially impair their judgment in selecting brokers or other
vendors on behalf of Advisory Clients.
3. CONDUCT ALL PERSONAL SECURITIES TRANSACTIONS IN FULL
COMPLIANCE WITH THIS CODE, INCLUDING BOTH THE PRECLEARANCE AND
REPORTING REQUIREMENTS. Doubtful situations should be resolved
in favor of Advisory Clients. Technical compliance with the
Code's procedures will not automatically insulate from scrutiny
any trades that indicate an abuse of fiduciary duties.
B. APPENDICES TO THE CODE. The appendices to this Code are
attached hereto and are a part of the Code, and include the following:
1. DEFINITIONS-- capitalized words as defined in the Code--
(Appendix 1),
2. DISCLOSURE OF PERSONAL HOLDINGS IN SECURITIES (Appendix
2),
3. LIST OF BROAD-BASED INDICES (Appendix 3).
4. PRECLEARANCE REQUEST FOR ACCESS PERSONS (Appendix 4);
5. SECURITIES TRANSACTION REPORT (Appendix 5);
6. ANNUAL CODE OF ETHICS CERTIFICATION (APPENDIX 6); and
7. ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS (Appendix 7)
II. PERSONAL SECURITIES TRANSACTIONS
A. ANNUAL DISCLOSURE OF PERSONAL HOLDINGS BY ACCESS PERSONS.
1. GENERAL REQUIREMENT. Within ten (10) days after
designation as an Access Person, within ten (10) days after the
end of a calendar quarter, and thereafter on an annual basis,
all Access Persons must report on the Disclosure of Personal
Holdings In Securities Form (APPENDIX 2) (or a substantially
similar form) (i) all Securities, including securities held in
certificate form, in which they have a Beneficial Interest, (ii)
all Securities in non-client accounts for which they make
investment decisions and (iii) each securities account the
Access Person maintains with a broker, dealer or bank.
Information provided in an annual holdings report shall be
current as of a date nor more than 30 days before such report is
submitted.
2. SECURITIES EXEMPT FROM ANNUAL DISCLOSURE REQUIREMENT.
Securities specifically excluded from the definition of Security
are exempt from the initial and annual disclosure requirement of
this Code.
B. PRECLEARANCE REQUIREMENTS FOR ACCESS PERSONS.
1. GENERAL REQUIREMENT. Except for the transactions set
forth in Section II.B.2., all Securities Transactions in which
an Access Person or a member of his or her Immediate Family has
a Beneficial Interest must be precleared with the Administrator
or the Administrator's alternate.
2. TRANSACTIONS EXEMPT FROM PRECLEARANCE REQUIREMENTS. The
following Securities Transactions are exempt from the
preclearance requirements set forth in Section II.B.1. of this
Code:
a. MUTUAL FUNDS. Securities issued by any registered
open-end investment companies (including but not limited
to the Trust), other than exchange-traded funds;
b. NO KNOWLEDGE. Securities Transactions where neither
Pflug, the Access Person nor an Immediate Family member
knows of the transaction before it is completed (for
example, Securities Transactions effected for an Access
Person by a trustee of a blind trust or discretionary
rades involving an investment partnership or investment
club in which the Access Person is neither consulted nor
advised of the trade before it is executed);
c. CERTAIN CORPORATE ACTIONS. Any acquisition or
disposition of Securities through stock dividends,
dividend reinvestments, stock splits, reverse stock
splits, mergers, consolidations, spin-offs, or other
similar corporate reorganizations or distributions
generally applicable to all holders of the same class of
Securities;
d. RIGHTS. Any acquisition or disposition of Securities
through the exercise of rights issued by an issuer PRO
RATA to all holders of a class of its Securities, to the
extent the rights were acquired in the issue or through
the exercise of rights, options, convertible bonds or
other instruments acquired in compliance with the Code;
e. APPLICATION TO COMMODITIES, FUTURES, OPTIONS ON
FUTURES AND OPTIONS ON BROAD-BASED INDICES. Commodities,
futures (including currency futures and futures on
securities comprising part of a broad-based, publicly
traded market-based index of stocks), options on futures,
options on currencies and options on certain indices
designated by the President as broad-based are not subject
to the preclearance, seven day black-out, 60-day profit
disgorgement, or prohibited transaction provisions of
Section II.D.1. of the Code, but are subject to
transaction reporting in accordance with Section II.F.
The options on indices designated by the President as
broad-based may be changed from time to time and are
listed in APPENDIX 3; and
f. MISCELLANEOUS. Any transaction in the following:(1)
bankers acceptances, (2) bank certificates of deposit
("CDs") and bank and savings and loan accounts, (3)
commercial paper,(4) repurchase agreements (when backed by
exempt securities), (5) Securities that are direct
obligations of the U.S. Government, (6) the acquisition of
equity securities in dividend reinvestment plans
("DRIPs"), when the acquisition is directly through the
issuer or its non-broker agents, (7) Securities of the
employer of a member of the Access Person's Immediate
Family if such securities are beneficially owned through
participation by the Immediate Family member in a profit
sharing plan, 401(k) plan, ESOP, or other similar plan,
and (8) other Securities as may from time to time be
designated in writing by the President on the grounds that
the risk of abuse is minimal or non-existent.
THE SECURITIES TRANSACTIONS LISTED ABOVE ARE NOT NECESSARILY EXEMPT
FROM THE REPORTING REQUIREMENTS SET FORTH IN SECTION II.F.
C. PRECLEARANCE REQUESTS.
1. TRADE AUTHORIZATION REQUEST FORMS. Prior to entering an
order for a Securities Transaction that requires preclearance,
the Access Person must complete, IN WRITING, a Preclearance
Request For Access Persons Form as set forth in APPENDIX 4 and
submit the completed form to the Administrator (or his
alternate). The Preclearance Request For Access Persons Form
requires Access Persons to provide certain information and to
make certain representations. Proposed Securities Transactions
of the Administrator that require preclearance must be submitted
to his alternate.
2. REVIEW OF FORM. After receiving the completed
Preclearance Request For Access Persons Form, the Administrator
(or the Administrator's alternate) will (a) review the
information set forth in the form with the President or the
President's designee), (b) confirm with the President (or the
President's designee) whether the Securities are held by any
Funds or other accounts managed by Pflug and whether there are
any unexecuted orders to purchase or sell the Securities by any
Funds or accounts managed by Pflug, and (c) as soon as
reasonably practicable, record the decision of the President
(or the President's designee) whether to clear the proposed
Securities Transaction. The authorization, date and time of the
authorization should be reflected on the Preclearance Request
For Access Persons Form. The Administrator (or his alternate)
will keep one copy of the completed form for the records, and
send one copy to the Access Person seeking authorization.
D. PROHIBITED TRANSACTIONS.
1. PROHIBITED SECURITIES TRANSACTIONS. The following
Securities Transactions for accounts in which an Access Person
or a member of his or her Immediate Family have a Beneficial
Interest, to the extent they require preclearance under Section
II.B. above, are prohibited and will not be authorized by the
President (or the President's designee) absent exceptional
circumstances, in which case a written record will be made of
the authorization of, and the rationale supporting, such
Securities Transaction (which record will be maintained for at
least five years after the fiscal year in which such
authorization was granted):
a. INITIAL PUBLIC OFFERINGS. Any purchase of
Securities in an Initial Public Offering (other than a new
offering of a registered open-end investment company);
b. PENDING BUY OR SELL ORDERS. Any purchase or sale of
Securities on any day during which any Advisory Client has
a pending "buy" or "sell" order in the same Security (or
Equivalent Security) until that order is executed or
withdrawn;
c. SEVEN DAY BLACKOUT. Purchases or sales of
Securities by a Portfolio Manager within seven calendar
days of a purchase or sale of the same Securities (or
Equivalent Securities) by an Advisory Client managed by
that Portfolio Manager;
d. INTENTION TO BUY OR SELL FOR ADVISORY CLIENT.
Purchases or sales of Securities at a time when that
Access Person intends, or knows of another's intention, to
purchase or sell that Security (or an Equivalent Security)
on behalf of an Advisory Client. This prohibition applies
whether the Securities Transaction is in the same (E.G.,
two purchases or two sales) or the opposite (a purchase
and sale) direction of the transaction of the Advisory
Client; and
e. 60-DAY BLACKOUT. (1) Purchases of a Security in
which and Access Person acquires a Beneficial Interest
within 60 days of the sale of the Security (or an
Equivalent Security) in which such Access Person had a
Beneficial Interest, and (2) sales of a Security in which
an Access Person had a Beneficial Interest within 60 days
of the purchase of the Security (or an Equivalent
Security) in which such Access Person has a Beneficial
Interest, unless, in each case, the Access Person agrees
to give up all profits on the transaction to a charitable
organization or otherwise as specified in accordance with
Section IV.B.1.
2. ALWAYS PROHIBITED SECURITIES TRANSACTIONS. The following
Securities Transactions are prohibited and will not be
authorized under any circumstances:
a. INSIDE INFORMATION. Any transaction in a Security
while in possession of material nonpublic information
regarding the Security or the issuer of the Security;
b. MARKET MANIPULATION. Transactions intended to
raise, lower or maintain the price of any Security or to
create a false appearance of active trading;
c. LARGE POSITIONS IN MUTUAL FUNDS. Transactions in a
registered investment company (other than the Trust) which
result in the Access Person owning five percent or more of
any class of Securities in such investment company; and
d. OTHERS. Any other transactions deemed by the
President (or the President's designee) to involve a
conflict of interest, possible diversion of corporate
opportunity, or an appearance of impropriety.
3. PRIVATE PLACEMENTS. Acquisitions of Beneficial Interests
in Securities in a Private Placement by an Access Person is
discouraged. The President (or the President's designee) may
give permission for such Securities Transactions only after
considering, among other factors, whether the investment
opportunity should be reserved for Advisory Clients and whether
the opportunity is being offered to an Access Person by virtue
of his or her position as an Access Person. Access Persons who
have been authorized to acquire and have acquired securities in
a Private Placement are required to disclose that investment
when they play a part in any subsequent consideration of an
investment in the issuer by an Advisory Client, and the
decision to purchase Securities of such an issuer by an Advisory
Client must be independently authorized by a Portfolio Manager
with no personal interest in the issuer.
4. NO EXPLANATION REQUIRED FOR REFUSALS. In some cases, the
President (or the President's designee) may refuse to authorize
a Securities Transaction for a reason that is confidential. The
President (or the President's designee) is not required to give
an explanation for refusing to authorize any Securitie
Transaction.
E. LENGTH OF TRADE AUTHORIZATION APPROVAL. Any trading
authorization provided hereunder is effective until the earlier of (1)
its revocation, (2) the close of business on the second trading day
after the authorization is granted (for example, if authorization is
provided on a Monday, it is effective until the close of business on
Wednesday), or (3) the Access Person learns that the information in the
Preclearance Request for Access Persons Form is not accurate. If the
order for the Securities Transaction is not placed within that period,
a new advance authorization must be obtained before the Securities
Transaction is placed. If the Securities Transaction is placed but has
not been executed within two trading days after the day the
authorization is granted (as, for example, in the case of a limit order
or a "not held" order), no new authorization is necessary unless the
person placing the original order for the Securities Transactions
amends it in any way.
F. TRADE REPORTING REQUIREMENTS.
1. REPORTING REQUIREMENT.
(a) Except as provided in Section II.F.1.f., each Access
Person must report to the Administrator (or to such
alternate person as the President may designate from time
to time) the information described in Section II.F.1.c. of
this Code with respect to any Securities Transaction of
which such Access Person is aware in any Security in which
the Access Person has, or by reason of such Securities
Transaction acquires, a Beneficial Interest.
(b) Every such required report must be made no later
than ten (10) days after the end of the calendar quarter
in which the Securities Transaction with respect to which
the report relates is effected or becomes known to the
reporting Access Person, and must contain the following
information:
(i) The date of the transaction, the title, the
interest rate and maturity date (if applicable), the
number of shares, and the principal amount of each
Security involved;
(ii) The nature of the transaction (i.e., purchase,
sale or any other type of acquisition or
disposition);
(iii) The price at which the transaction was
effected;
(iv) The name of the broker, dealer, bank or other
party with or through which the transaction was
effected; and
(v) The date that the report is submitted by the
Access Person.
(c) In addition, with respect to any account established
by the Access Person in which any securities were held
during the quarter for the direct or indirect benefit of
the Access Person, such report must contain the following
additional information:
(i) The name of the broker, dealer or bank with
whom the Access Person established the account;
(ii) The date the account was established; and
(iii) The date that the report is submitted by the
Access Person.
(d) The form to be used for making such reports is the
Security Transaction Report Form as set forth in APPENDIX
5. If a confirmation for the reporting Access Person's
Securities Transaction or related brokerage statement
includes the required information, the form of report may
simply be to attach a copy of such confirmation or
statement.
(e) The foregoing does not apply to transactions and
holdings in (1) registered open-end investment companies,
including but not limited to series of the Trust, (2)
bankers acceptances, bank CDs and bank and savings and
loan accounts, (3) commercial paper, (4) repurchase
agreements (when backed by exempt securities), (5)
Securities that are direct obligations of the U.S.
Government, (6) the acquisition of equity securities in
DRIPs when the acquisition is directly through the issuer
or its non-broker agents, (7) securities of the employer
of a member of the Access Person's Immediate Family if
such securities are beneficially owned through
participation by the Immediate Family member in a profit
sharing plan, 401(k) plan, ESOP, or other similar plan or
(8) any account over which such Access Person does not
have any direct or indirect influence or control.
2. DISCLAIMERS. Any report of a Securities Transaction for
the benefit of a person other than the individual in whose
account the transaction is placed may contain a statement that
the report should
not be construed as an admission by the person making the report that
he or she has any direct or indirect beneficial ownership of the
Security to which the report relates.
3. QUARTERLY REVIEW. At least quarterly, for Securities
Transactions requiring preclearance under this Code, the Administrator
(or his or her alternate) shall compare the reports, confirmations
and/or periodic statements provided pursuant to Section II.F.1. above,
to the approved Preclearance Request for Access Persons Forms. Such
review shall include:
a. Whether the Securities Transaction complied with this
Code;
b. Whether the Securities Transaction was authorized in
advance of its placement;
c. Whether the Securities Transaction was executed within two
full trading days of when it was authorized;
d. Whether any Fund or accounts managed by Pflug owned the
Securities at the time of the Securities Transaction, and
e. Whether any Fund or separate accounts managed by Pflug
purchased or sold the Securities in the Securities Transaction
within 10 days of the Securities Transaction.
4. REVIEW OF HOLDINGS REPORTS. The Administrator (or the
Administrator's alternate) shall review the reports made upon
designation as an Access Person pursuant to Section II.A.1. as such
reports are made and shall review the annual reports made pursuant to
Section II.A.1. at least annually.
5. AVAILABILITY OF REPORTS. All information supplied pursuant to
this Code will be available for inspection by the Board of Managers of
Pflug, the Board of Trustees of the Trust, the President (and the
President's designee), the Administrator (and the Administrator's
alternate), any party to which any investigation is referred by any of
the foregoing, the SEC, any self-regulatory organization of which the
Trust or Pflug is a member, and any state securities commission, as
well as any attorney or agent of the foregoing, the Trust or Pflug.
6. RECORD RETENTION. Pflug, at its respective principal place of
business, shall maintain records as follows:
a. A copy of each Code that is in effect, or at any time
within the past five years was in effect, must be maintained in
an easily accessible place;
b. A record of any violation of the Code and of any action
taken as a result of the violation, must be maintained in an
easily accessible place for at least five years after the end of
the fiscal year in which the violation occurs;
c. A copy of each report made by an Access Person under the
Code must be maintained for at least five years after the end of
the fiscal year in which the report is made or the information
is provided, the first two years in an easily accessible place;
d. A record of all persons, currently or within the past five
years, who are or were required to make reports under the Code,
or who are or were responsible for reviewing these reports, must
be maintained in an easily accessible place; and
e. A copy of each report required by Section A.2. must be
maintained for at least five years after the end of the fiscal
year in which it is made, the first two years in an easily
accessible place.
III. FIDUCIARY DUTIES
A. CONFIDENTIALITY. Access Persons are prohibited from revealing
information relating to the investment intentions, activities or
portfolios of Advisory Clients except to persons whose responsibilities
require the information.
B. GIFTS. The following provisions on gifts apply only to
employees of Pflug:
1. ACCEPTING GIFTS. On occasion, because of their position with
Pflug, employees may be offered, or may receive without notice, gifts
from clients, brokers, vendors or other persons not affiliated with
such entities. Acceptance of extraordinary or extravagant gifts is not
permissible. Any such gifts must be declined or returned in order to
protect the reputation and integrity of Pflug. Gifts of a nominal
value (E.G., gifts whose reasonable value is no more than $250 a year),
and customary business meals, entertainment (E.G., sporting events) and
promotional items (E.G., pens, mugs, T-shirts, hats, etc.) may be
accepted.
If an employee receives any gift that might be prohibited
under this Code, the employee must inform the Administrator.
2. SOLICITATION OF GIFTS. Employees of Pflug may not solicit gifts
or gratuities.
3. GIVING GIFTS. Except with the permission of the Administrator,
employees of Pflug may not give any gift with a value in excess of $250
per year to persons associated with securities or financial
organizations, including exchanges, member organizations, commodity
firms, news media or clients of Pflug.
C. PAYMENTS TO ADVISORY CLIENTS. Access Persons may not make any payments
to Advisory Clients in order to resolve any type of Advisory Client
complaint. All such matters must be handled by the President.
D. CORPORATE OPPORTUNITIES. Access Persons may not take personal
advantage of any opportunity properly belonging to any Advisory Client or
Pflug. This includes, but is not limited to, acquiring Securities for
one's own account that would otherwise be acquired for an Advisory Client.
E. UNDUE INFLUENCE. Access Persons may not cause or attempt to cause any
Advisory Client to purchase, sell or hold any Security in a manner
calculated to create any personal benefit to the Access Person. If an
Access Person or a member of his or her Immediate Family stands to
materially benefit from an investment decision for an Advisory Client that
the Access Person is recommending or participating in, the Access Person
must disclose to those persons with authority to make investment decisions
for the Advisory Client (or to the Administrator (or his alternate) if the
Access Person in question is a person with authority to make investment
decisions for the Advisory Client), any Beneficial Interest that the Access
Person (or a member of his or her Immediate Family) has in that Security or
an Equivalent Security, or in the issuer thereof, where the decision could
create a material benefit to the Access Person (or a member of his or her
Immediate Family) or the appearance of impropriety.
F. SERVICE AS A TRUSTEE. No Access Person may serve on the board of
directors of a publicly-held company not affiliated with Pflug or the Trust
absent prior written authorization by the President. This authorization, if
granted, will normally require that the affected Access Person be isolated
from those making investment decisions related to the issuer on whose board
the Access Person sits.
G. INVOLVEMENT IN CRIMINAL MATTERS OR INVESTMENT-RELATED CIVIL
PROCEEDINGS. Each Access Person must notify the President, as soon as
reasonably possible, if such Access Person is arrested, arraigned, indicted
or pleads no contest to any criminal offense (other than minor traffic
violations) or if named as a defendant in any investment-related civil
proceedings or any administrative or disciplinary action.
IV. COMPLIANCE WITH THIS CODE OF ETHICS
A. Administration.
1. INVESTIGATING VIOLATIONS OF THE CODE. The Administrator
(or the Administrator's alternate) is responsible for
investigating any suspected violation of the Code. Any material
violation of the Code by an employee of Pflug for which
significant remedial action was taken will be reported to the
Boards of Trustees of the Trust not later than the next
regularly scheduled quarterly Board meeting.
2. ANNUAL REPORTS. The Administrator (or the Administrator's
alternate) will review the Code at least once a year, in light
of legal and business developments and experience in
implementing the Code, and will prepare a report in writing to
Pflug and the Board of Trustees of the Trust:
a. Summarizing existing procedures concerning personal
investing and any changes in the procedures made during
the past year;
b. Identifying any violation requiring significant
remedial action during the past year;
c. Identifying any recommended changes in existing
restrictions or procedures based on the past year's
experience under the Code, evolving industry practices, or
developments in applicable laws or regulations; and
d. Certifying that Pflug has established procedures
reasonably necessary to prevent Access Persons from
violating the Code.
B. REMEDIES.
1. SANCTIONS. If the Administrator (or the Administrator's
alternate) determines that an Access Person has committed a
violation of the Code, the Administrator (or the Administrator's
alternate) shall bring the matter to the attention of the
President (or the President's designee), and the President may
impose sanctions and take other actions as he deems appropriate,
including a letter of caution or warning, suspension of personal
trading privileges, suspension of employment (with or without
compensation), fine, civil referral to the SEC, criminal
referral and/or termination of the employment of the violator
for cause. The President (or the President's designee) may also
require the Access Person to reverse the trade(s) in question
and forfeit any profit or absorb any loss derived therefrom.
The amount of profit shall be forwarded to a charitable
organization. The Administrator shall cause his alternate to
review the Administrator's own transactions, and the President
shall cause the President's designee to act as President with
respect to him.
2. AUTHORITY. The President (or the President's designee)
has the authority, subject to the review set forth in Section
IV.B.3. below, to determine the remedy for any violation of the
Code, including appropriate disposition of any monies forfeited
pursuant to this provision. Failure to promptly abide by a
directive to reverse a trade or forfeit profits may result in
the imposition of additional sanctions.
3. REVIEW. Whenever the President (or the President's
designee) determines that an Access Person has committed a
violation of this Code that merits significant remedial action,
he will report no later than the next quarterly meeting to the
Board of Trustees of the Trust, information relating to the
investigation of the violation, including any sanctions imposed.
The Board of Trustees shall have access to all information
considered by the President (or the President's designee)
in relation to the case. The President (or the President's
designee) may determine whether to delay the imposition of any
sanctions pending review by the Board of Trustees.
C. EXCEPTIONS TO THE CODE. The President (or the President's
designee) may grant exceptions to the requirements of the Code on a
case by case basis if he finds that the proposed conduct involves
negligible opportunity for abuse. All material exceptions must be in
writing and must be reported as soon as practicable to the Board of
Trustees of the Trust at its next regularly scheduled meeting after the
exception is granted.
D. COMPLIANCE CERTIFICATION. At least annually, all Access Persons
will be required to certify on the Annual Code of Ethics Certification
set forth in APPENDIX 6 or on a document substantially in the form of
APPENDIX 6 that they have complied with the Code in all respects.
E. INQUIRIES REGARDING THE CODE. The Administrator (or the
Administrator's alternate) or the President (or the President's
designee) will answer any questions about this Code or any other
compliance-related matters.
APPENDIX 1
DEFINITIONS
"ACCESS PERSON" means (1) every director, trustee, officer or
manager of Pflug; (2) every employee of Pflug who, in connection with his or her
regular functions, makes, participates in, or obtains information regarding the
purchase or sale of a security by an Advisory Client's account; (3) every
employee of Pflug who is involved in making purchase or sale recommendations for
an Advisory Client's account; (4) every employee of Pflug who obtains
information concerning such recommendations prior to their dissemination; and
(5) such agents of Pflug as the President may designate who may be deemed an
Access Person if they were an employee of the foregoing. A person does not
become an Access Person simply by virtue of the following:
i. normally assisting in the preparation of public reports,
or receiving public reports, but not receiving information
about CURRENT recommendations or trading; or
ii. a single instance or isolated instances of obtaining
knowledge of current recommendations or trading activity, or
infrequently and inadvertently obtaining such knowledge.
Any uncertainty as to whether an individual is an Access Person should be
brought to the attention of the Administrator. Such questions will be resolved
in accordance with, and this definition shall be subject to, the definition of
"Access Person" found in Rule 17j-1(a)(1) promulgated under the Investment
Company Act of 1940.
"ADMINISTRATOR" means Thomas F. Pflug or such alternate person
as may be designated by the Administrator from time to time. In any event, an
alternate person shall be designated to administer the Code with respect to the
Administrator.
"ADVISORY CLIENT" means any client (including any investment
companies and/or managed accounts) for which Pflug serves as an investment
adviser and/or subadviser, renders investment advice, makes investment decisions
or places orders through its Trading Department.
"BENEFICIAL INTEREST" means the opportunity, directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise, to profit, or share in any profit derived from, a transaction in the
subject Securities. An Access Person is deemed to have a Beneficial Interest in
Securities owned by members of his or her Immediate Family. Common examples of
Beneficial Interest include joint accounts, spousal accounts, UTMA or UGMA
accounts, partnerships, trusts, and controlling interests in corporations. Any
uncertainty as to whether an Access Person has a Beneficial Interest in a
Security should be brought to the attention of the Administrator. Such questions
will be resolved by reference to the principles set forth in the definition of
"beneficial owner" found in Rules 16a-1(a)(2) and (5) promulgated under the
Securities Exchange Act of 1934.
"CODE" means this Code of Ethics.
"EQUIVALENT SECURITY" means any Security issued by the same
entity as the issuer of a subject Security that is exchangeable for or
convertible into the equity Security of the issuer. Examples include options,
rights, stock appreciation rights, warrants and convertible bonds.
"FUND" or "FUNDS" means the Everest3 Fund, a series of the
Trust, and any other investment company registered under the Investment Company
Act of 1940 (or a portfolio or series thereof, as the case may be) for which
Pflug serves as an adviser or subadviser.
"IMMEDIATE FAMILY" of an Access Person means any of the
following persons who reside in the same household as the Access Person:
child grandparent son-in-law
stepchild spouse daughter-in-law
grandchild sibling brother-in-law
parent mother-in-law sister-in-law
stepparent father-in-law
Immediate Family includes adoptive relationships and any other relationship
(whether or not recognized by law) which the Administrator determines could lead
to the possible conflicts of interest, diversions of corporate opportunity or
appearances of impropriety which the Code is intended to prevent.
"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.
"PFLUG" means Pflug Koory, LLC, a registered investment
adviser.
"PORTFOLIO MANAGER" means a person who has or shares principal
day-to-day responsibility for managing the portfolio of an Advisory Client.
"PRESIDENT" means the president of Pflug or such other person
as may be designated by the president of Pflug from time to time who is involved
with the investment management business of Pflug.
"PRIVATE PLACEMENT" 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.
"SEC" means the Securities and Exchange Commission.
"SECURITY" includes stock, notes, bonds, debentures, and other
evidences of indebtedness (including loan participations and assignments),
limited partnership interests, investment contracts, and all derivative
instruments of the foregoing, such as options and warrants. Security does not
include futures, options on futures or options on currencies, but the purchase
and sale of such instruments are nevertheless subject to the reporting
requirements of the Code.
"SECURITIES TRANSACTION" means a purchase or sale of
Securities in which an Access Person or a member of his or her Immediate Family
has or acquires a Beneficial Interest.
"TRUST" means the Everest Funds, a Delaware business trust.
APPENDIX 2
DISCLOSURE OF PERSONAL SECURITIES
HOLDINGS UNDER SECTION II.A.
CODE OF ETHICS
In accordance with Section II A. of the Code of Ethics of Pflug Koory, LLC, the
undersigned Access Person hereby discloses all Securities (other than those
specifically excluded from the definition of Security), including physical
certificates held, in which such Access Person has a Beneficial Interest,
including those in accounts of the Immediate Family of the Access Person and all
Securities in non-client accounts which the Access Person makes investment
decisions:
(1) Name and Access Person: ________________________________
(2) If different than (1), name of the
person in whose name account(s)
held ________________________________
(3) Relationship of (2) to (1) ________________________________
(4) Broker(s) at which Account(s)
maintained ________________________________
(5) Account Number(s): ________________________________
(6) Contact person at Broker(s) and
phone number(s) ________________________________
(7) For each account, attach the most recent account statement
listing Securities in that account. If the Access Person owns
Beneficial Interests in Securities that are not listed in an attached
account statement(s), or holds physical certificates, list them below:
NAME OF SECURITY QUALITY VALUE CUSTODIAN
1.
2.
3.
4.
5.
(8) Date as of which holdings disclosed:______________, 20___
(ATTACH SEPARATE SHEETS IF NECESSARY.)
I certify that this form and the attached statements (if any)
constitute all of the Securities in which I have a Beneficial Interest,
including those for which I hold physical certificates, as well as those held in
accounts of my Immediate Family.
__________________ ___________________________
Date Access Person Signature
___________________________
Print Name
APPENDIX 3
LIST OF BROAD-BASED INDICES
Listed below are the broad-based indices as designated by the President. See
Section II.B.2. for additional information.
APPENDIX 4
PRECLEARANCE REQUEST FOR ACCESS PERSONS
1. Name of Access Person (and trading
entity, if different): _________________________________________
2. Name and symbol of Security: _________________________________________
3. Maximum quantity to be purchased
or sold: _________________________________________
4. Name and phone number of broker
to effect transaction: _________________________________________
5. Check if applicable: Purchase ____ Market Order ____
Sale ____ Not held order ____
Limit Order ____ Price: ____
(IF LIMIT ORDER ALSO INCLUDE EXECUTION PRICE)
6. In connection with the foregoing transaction, I hereby make the following
representations and warranties:
(a) I do not possess any material nonpublic information
regarding the Security or the issuer or the Security.
(b) To my knowledge:
(1) The Securities or "equivalent" securities (i.e.,
securities issued by the same issuer) [are/are not]
(circle one) held by any investment companies or other
accounts managed by Pflug;
(2) There are no outstanding purchase or sell orders for
this Security (or any equivalent security) by any
investment companies or other accounts managed by
Pflug; and
(3) None of the Securities (or equivalent securities)are
actively being considered for purchase or sale by any
investment companies or other accounts managed by Pflug.
(c) The Securities are not being acquired in an initial public
offering.
(d) The Securities are not being acquired in a private
placement or, if they are, I have reviewed Section II D.3. of
the Code and have attached hereto a written explanation of
such transaction.
(e) If I am a Portfolio Manager, none of the accounts I manage
purchased or sold these Securities (or equivalent securities)
within the past seven calendar days and I do not expect any
such client accounts to purchase or sell these Securities (or
equivalent securities) within seven calendar days of my
purchase or sale.
(f) If I am purchasing these Securities, I have not directly
or indirectly (through any member of my Immediate Family, any
account in which I have a Beneficial Interest or otherwise)
sold these Securities (or equivalent securities) in the prior
60 days.
(g) If I am selling these Securities, I have not directly or
indirectly (through any member of my Immediate Family, any
account in which I have a Beneficial Interest or otherwise)
purchased these Securities (or equivalent securities) in the
prior 60 days.
(h) I have read the Code of Ethics within the prior 12 months
and believe that the proposed trade fully complies with the
requirements of the Code.
__________________ ___________________________
Date Access Person Signature
___________________________
Print Name
AUTHORIZATION
Authorized By: ______________________________ Date: ____________________
---------
Time: _________________
APPENDIX 5
SECURITY TRANSACTION REPORT
THREE MONTHS ENDED _____________
In accordance with Section II.F. of the Code of Ethics of
Pflug Koory, LLC, all Transactions in Securities (other than those specifically
excluded from the definition of Security) in which such Access Person has a
Beneficial Interest, including those of the Immediate Family of the Access
Person, during the three month period covered by this report, as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
NO. OF
TYPE OF SAHRESOR BROKER, DEALER
SHARES PRINCIPAL NAME OF ISSUER PRICE PER OR BANKT WITH OR
DATE PURCHASE, SALE) AMOUNT AND TITLE OF CLASS SHARE OR UNIT THROUGH WHOM EFFECTED
----------------------------------------------------------------------------------------------------
</TABLE>
This report must be filed within 10 days after the close of the three-month
period covered. The filing of this report does not constitute an admission of
beneficial ownership of any securities referred to herein.
During the three month period covered by this report, the undersigned certifies
that neither he nor any member of his Immediate Family established any
Securities account with any broker, dealer or bank, except as follows:
' Check here if none.
The undersigned certifies that the above information is true and complete and
that, during the period covered by this report, he or she has complied in all
respects with the Pflug Koory, LLC Code of Ethics.
__________________ ___________________________
Date Access Person Signature
___________________________
Print Name
APPENDIX 6
ANNUAL CERTIFICATION UNDER SECTION IV.D.
In accordance with Section IV.D. of the Code of Ethics (the "Code") of Pflug
Koory, LLC, the undersigned hereby acknowledges that he or she has in his or her
possession, and has recently reviewed, a copy of the Code of Ethics and hereby
certifies that since ___________, 2000, he or she has complied with the policies
and requirement of the Code. The undersigned also acknowledges that he or she
has in his or her possession, and has recently reviewed, a copy of the Statement
of Policy on Insider Trading of Pflug Koory, LLC and certifies that since such
date he or she has complied with its requirements.
__________________ ___________________________
Date Access Person Signature
___________________________
Print Name
APPENDIX 7
ACKNOWLEDGMENT OF RECEIPT
The undersigned acknowledges that he or she has received, and
has reviewed, a copy of the Code of Ethics (the "Code") of Pflug Koory, LLC and
hereby acknowledges that he or she is an Access Person as defined in the Code
and agrees to comply with the policies and requirements of the Code. The
undersigned also acknowledges that he or she has received, and has reviewed, a
copy of the Statement of Policy on Insider Trading of Pflug Koory, LLC and
agrees to comply with its requirements.
_________________ ___________________________
Date Access Person Signature
___________________________
Print Name
