CODE OF ETHICS
For Access Persons of
Everest Funds Management, LLC and
Everest Funds
I. INTRODUCTION
A. FIDUCIARY DUTY. This Code of Ethics is based on the principle that
managers, trustees, officers and employees of each of Everest Funds Management,
LLC ("Everest") and Everest Funds (the "Trust") 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 Everest.
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 the Advisory Clients of Everest. 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 Everest 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)
C. APPLICATION OF THE CODE TO INDEPENDENT TRUST TRUSTEES. This Code
applies to Independent Trust Trustees, and requires Independent Trust Trustees
and their Immediate Families to report Securities Transactions to the
Administrator in accordance with Section II.F. However, provisions of the Code
requiring the disclosure of personal holdings (Section II.A.), preclearance of
trades (Section II.B.), prohibited transactions (II.D.1.), large positions in
registered investment companies (Section II.D.2.c.), private placements (Section
II.D.3.), restrictions on serving as a director of a publicly-traded company
(Section III.F.), and receipt of gifts (Section III.B.) do not apply to
Independent Trust Trustees.
D. APPLICATION OF THE CODE TO FUNDS SUB-ADVISED BY EVEREST. This Code
does not apply to the directors, trustees or officers of Funds for which Everest
serves as a subadviser.
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. This provision does not apply to Independent Trust
Trustees.
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 Securities issued by
Exchange-Traded Funds (and their Equivalent Securities) 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. This provision does not apply to
transactions of Independent Trust Trustees and their Immediate
Families.
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. NO KNOWLEDGE. Securities Transactions where neither Everest,
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 trades involving an investment
partnership or investment club in which the Access Person is
neither consulted nor advised of the trade before it is
executed);
b. 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;
c. 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;
d. 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
e. 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 Everest and whether
there are any unexecuted orders to purchase or sell the Securities by
any Funds or accounts managed by Everest, 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 an
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; and
c. 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. This provision does not apply to Independent
Trust Trustees.
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 Securities 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) Notwithstanding Section II.F.1.a., and except as provided in
Section II.F.1.f., each Independent Trust Trustee must report to the
Administrator the information described in Section II.F.1.c. of this
Code with respect to any Securities Transaction of which the
Independent Trust Trustee is aware in which the Independent Trust
Trustee has, or by reason of such Securities Transaction acquires, any
Beneficial Interest, but only if such Independent Trust Trustee knows,
or in the ordinary course of fulfilling the Independent Trust Trustee's
official duties as a trustee of the Trust should have known, that,
during the 15-day period immediately preceding or following the trade
date of the Securities Transaction, the Security was purchased or sold
by the applicable series of the Trust, or was being considered for such
purchase or sale.
(c) 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.
(d) 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.
(e) 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.
(f) 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 Everest owned the
Securities at the time of the Securities Transaction, and
e. Whether any Fund or separate accounts managed by Everest
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 Everest, 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 Everest is a member,
and any state securities commission, as well as any attorney or agent of
the foregoing, the Trust or Everest.
6. RECORD RETENTION. Each of the Trust and Everest, 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 Everest:
1. ACCEPTING GIFTS. On occasion, because of their position
with Everest or the Trust, 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 Everest and the Trust. 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 Everest may not solicit
gifts or gratuities.
3. GIVING GIFTS. Except with the permission of the
Administrator, employees of Everest 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
Everest.
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 Everest. 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, other than an
Independent Trust Trustee, may serve on the board of directors of a
publicly-held company not affiliated with Everest 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 Everest or the Trust 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
Everest 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 Everest and the Trust have
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 of the Trust may modify such sanctions as
it deems appropriate. 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 Everest or the Trust (2) every employee of Everest 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 Everest who is involved in making purchase or
sale recommendations for an Advisory Client's account; (4) every employee of
Everest who obtains information concerning such recommendations prior to their
dissemination; and (5) such agents of Everest, or the Trust 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 Doug M. Larson 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 Everest 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.
"EVEREST" means Everest Funds Management, LLC, a Delaware
limited liability company.
"EXCHANGE-TRADED FUNDS" has the meaning used in the Trust's
registration statement on Form N-1A.
"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
Everest 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.
"INDEPENDENT TRUST TRUSTEE" means an independent trustee of
the Trust and any other investment company for which Everest serves as the
adviser.
"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.
"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 Everest or such other
person as may be designated by the president of Everest from time to time who is
involved with the investment management business of Everest.
"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 Everest Funds
Management, LLC and Everest Funds, 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 Everest;
(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 Everest; 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 Everest.
(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
Everest Funds and Everest Funds Management, 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>
TYPE OF NO. OF BROKER, DEALER
TRANSACTION (E.G., SHARES OR NAME OF ISSUER PRICE PER OR BANK WITH OR
DATE PURCHASE, SALE) PRINCIPAL AMOUNT AND TITLE OF CLASS SHARE OR UNIT THROUGHT WHOM EFFECTED
-----------------------------------------------------------------------------------------------------------
</TABLE>
THROUGH WHOM EFFECTED
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 Everest Funds Management, LLC and Everest Funds 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 Everest
Funds (the "Trust") and Everest Funds Management, LLC ("Everest"), 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 the Trust and/or Everest, as applicable, 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 Everest Funds (the
"Trust") and Everest Funds Management, LLC ("Everest") 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 the Trust and/or Everest, as
applicable, and agrees to comply with its requirements.
_______________________ ________________________
Date Access Person Signature
________________________
Print Name
