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EXHIBIT 99. 23(p)(1)
"CST Code"
CENTURY SHARES TRUST
Code of Ethics
The Century Shares Trust Code of Ethics is designed to avoid actual or
apparent conflicts of interest between personal transactions and the business of
the Trust and to avoid practices which are not consistent with fiduciary
responsibilities. Such fiduciary responsibilities include: (a) the duty at all
times to place the Trust's shareholders' interests first, (b) the requirement
that all personal securities transactions be conducted consistent with this Code
of Ethics and in a manner which avoids any actual or potential conflict of
interest or abuse of an individual's position of trust and responsibility, and
(c) the fundamental standard that Trust personnel should not take inappropriate
advantage of their positions. The Code of Ethics governs personal investment
activities and provides reporting requirements.
Section 1. Definitions
1.1 Definitions
(a) "Fund" means Century Shares Trust.
(b) "Access Person" means any Trustee, officer, or Advisory Person of the
Fund and any director, officer, or general partner of any investment
adviser to the Fund.
(c) "Advisory Person" means (i) any employee of the Fund or of any
investment adviser to the Fund (or of any company in a Control
relationship to the Fund or such investment adviser), who, in
connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase or
sale of a Security by the Fund, or whose functions relate to the
making of any recommendations with respect to such purchases or
sales; and (ii) any natural person in a Control relationship to the
Fund or such investment adviser who obtains information concerning
recommendations made to the Fund with regard to the purchase or sale
of a Security.
(d) "Approval" means the approval of the Chairman of the Trustees of the
Fund or, should the Chairman be the Access Person seeking Approval,
by a Disinterested Trustee of the Fund, in either case applying the
standard that granting such Approval would be consistent with the
interests of the Fund and its shareholders.
(e) A Security is "being considered for purchase or sale" when a
recommendation to purchase or sell a Security has been made and
communicated and, with respect to the person making the
recommendation, when such person seriously considers making such a
recommendation
(f) "Beneficial Ownership" shall mean a direct or indirect pecuniary
interest, and shall be interpreted in the same manner as it would be
under SEC Rule 16a-1(a)(2) in determining whether a person is the
beneficial owner of a security for purposes of Section 16 of the
Securities Exchange Act of 1934 and the rules and regulations
thereunder.
(g) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Investment Company Act.
(h) "Disinterested Trustee" means a Trustee of the Fund who is not an
"interested person" of the Fund within the meaning of Section
2(a)(19) of the Investment Company Act.
(i) "Ineligible Security" shall have the meaning set forth in Section
3.1(b) below.
(j) "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.
(k) "Portfolio Manager" shall mean the person(s) responsible for the
daily management of the Fund's portfolio, and shall include the
individual members of any Investment Committee established to manage
such portfolio.
(l) "Purchase or sale of a Security" includes, inter alia, the writing or
purchase of an option to purchase or sell a Security.
(m) "Security" shall have the meaning set forth in Section 2(a)(36) of
the Investment Company Act, except that it shall not include shares
of registered open-end investment companies, direct obligations of
the government of the United States, bankers' acceptances, bank
certificates of deposit, commercial paper, or high quality short term
debt instruments, including repurchase agreements.
(n) "Security held or to be acquired" by the Fund means any Security
which, within the most recent 15 days, (i) is or has been held by the
Fund, or (ii) is being or has been considered by the Fund for
purchase by the Fund, and includes any option to purchase or sell,
and any security convertible into or exchangeable for, such Security.
Section 2. Prohibited Fraudulent Actions
No Trustee, officer or employee of the Fund, or of any investment adviser
to the Fund, or any other affiliated person of the Fund or investment adviser
shall, in connection with the purchase or sale, directly or indirectly, by such
person of a Security held or to be acquired by the Fund:
(a) employ any device, scheme or artifice to defraud the Fund;
(b) make any untrue statement of a material fact to the Fund or in
connection with any Approval, or omit to state a material fact
necessary in order to make the statements made to the Fund or in
connection with any Approval, in light of the circumstances in which
they are made, not misleading;
(c) engage in any act, practice or course of business that operates or
would operate as a fraud or deceit on the Fund; or
(d) engage in any manipulative practice with respect to the Fund.
Section 3. Additional Prohibitions
3.1 Exempted Transactions
The prohibitions of Section 3 of this Code shall not apply to:
(a) Purchases or sales of Securities effected for, and Securities held
in, any account over which the Access Person has no direct or
indirect influence or control.
(b) Purchases or sales of Securities which are not eligible for purchase
or sale by the Fund ("Ineligible Securities") or are broadly-based
traded options or futures; except to the extent described in Sections
3.3(a)(i) and (ii).
(c) Purchases or sales of Securities which are non-volitional on the part
of either the Access Person or the Fund.
(d) Purchases or sales of Securities as part of an automatic dividend
reinvestment plan.
(e) Purchases of Securities effected upon the exercise of rights issued
by an issuer pro rata to all holders of a class of its securities, to
the extent such rights were acquired from such issuer, and sales of
such rights so acquired.
(f) Purchases or sales of Securities which receive prior written Approval
because economic harm to the Fund from such transactions is only
remotely potential, because they would be very unlikely to affect a
highly institutional market, or because they clearly are not related
economically to Securities to be purchased, sold or held by the Fund.
3.2 Prohibited Purchases and Sales
No Access Person shall purchase or sell, directly or indirectly, any
Security in which he or she has, or by reason of such transaction acquires, any
Beneficial Ownership and which he or she knows or should have known at the time
of such purchase or sale:
(a) is being considered for purchase or sale by the Fund; or
(b) is being purchased or sold by the Fund or otherwise the subject of a
pending "buy" or "sell" order placed on behalf of the Fund.
3.3 Other Prohibited Personal Investment Activity
(a) In addition to the prohibitions described in Section 3.2 above, no
Access Person, except a Disinterested Trustee or a Trustee of the
Fund who is not simultaneously an officer of any investment adviser
for the Fund:
(i) shall purchase, directly or indirectly, any Security (including
an Ineligible Security) in the Initial Public Offering of such
Security; provided that an Access Person may purchase an Ineligible
Security in the Initial Public Offering of such Security with written
Approval;
(ii) shall purchase, directly or indirectly, any Security (including
an Ineligible Security) in a private placement, unless the Access
Person shall have received prior to such purchase written Approval
for the proposed purchase, and such Approval shall include the signed
undertaking of the Access Person to disclose again such purchase in
the future if and when the Access Person is involved in the Fund's
consideration of an investment in any Securities of that issuer;
(iii) shall obtain any profit from the purchase and sale, or sale and
purchase, of the same (or equivalent) Security within any 60 calendar
day period, and if the Access Person obtains any profit in violation
of this Section 3.3(a)(iii), it shall be disgorged to the Fund;
provided, however, that this Section 3.3(a)(iii) shall not apply to
any two or more trades within a 60-day period entered into for
personal tax purposes if the Access Person obtains written Approval
prior to making the first such trade;
(iv) shall receive any gift or other thing of more than de minimus
value from any person or entity that does business with or on behalf
of the Fund (except, in the case, of employees of the Fund's
investment adviser, in such capacity from such firm) unless the
Access Person obtains prior written Approval; or
(v) shall serve on the Board of Directors of any publicly-traded
company which is the issuer of any Security, unless the Access Person
obtains prior written Approval.
(b) In addition to the prohibitions described in Section 3.2 above, no
Portfolio Manager during a period beginning seven days before and
ending seven days after the date of any purchase or sale by the Fund
of a Security, shall purchase or sell, directly or indirectly, such
Security, and, if the Portfolio Manager purchases or sells a Security
in violation of this Section 3.3(b), any profit obtained thereby
shall be disgorged to the Fund;
Section 4. Reporting
4.1 In General
Every Access Person (other than a Disinterested Trustee) shall make the
reports to the Fund described in Section 4.3 of this Code with respect to (i)
the Access Person's Beneficial Ownership of, or transactions in, any Security in
which such Access Person has, or by reason of such transaction acquires, any
Beneficial Ownership and (ii) certain accounts established by such person;
provided, however, that an Access Person shall not be required to make any of
such reports with respect to transactions effected for, or Securities held in,
any account over which such person does not have any direct or indirect
influence or control.
4.2 Disinterested Trustees
A Disinterested Trustee shall file a quarterly transaction report in
accordance with Section 4.3(b) to report any transaction in a Security in which
such person has, or by reason of such transaction acquires, Beneficial Ownership
if such Disinterested Trustee, at the time of that transaction, knew or, in the
ordinary course of fulfilling his or her official duties as a Disinterested
Trustee, should have known that, during the 15-day period immediately before or
after the date of such transaction, such Security was purchased or sold by the
Fund or was being considered by the Fund or its investment adviser for purchase
or sale by the Fund.
4.3 Required Reports
(a) Initial Holdings Report. No later than 10 days after becoming an
Access Person, he or she shall submit an initial holdings report that
shall contain the following information:
(i) The title, number of shares, and/or principal amount of each
Security in which the Access Person had any Beneficial Ownership when
the person became an Access Person;
(ii) The name of any broker, dealer or bank with whom the Access
Person maintained an account in which Securities were held for the
direct or indirect benefit of the Access Person as of the date the
person became an Access Person; and
(iii) The date that the report is submitted by the Access Person.
(b) Quarterly Transaction Reports. No later than 10 days after the end of
the calendar quarter in which an Access Person either (1) effects a
transaction in any Security in which such Access Person has, or by
reason of such transaction acquires, Beneficial Ownership or (2)
establishes an account with any broker, dealer, or bank for holding
or trading Securities of which such person has Beneficial Ownership,
he or she shall submit a quarterly transaction report that shall
contain the following information:
(i) With respect to each such transaction during the calendar
quarter:
(A) The date of the transaction, the title, the interest rate and
maturity date (if applicable), and the principal amount of each
Security involved and/or the number of shares;
(B) The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(C) The price at which the transaction was effected;
(D) The name of the broker, dealer, or bank with or through whom the
transaction was effected; and
(E) The date that the report is submitted by the Access Person.
(ii) With respect to any such account established during the calendar
quarter:
(A) The name of the broker, dealer, or bank with whom the Access
Person established the account;
(B) The date the account was established; and
(C) The date that the report is submitted by the Access Person.
(c) Annual Holdings Report. On or before January 30 of each year, every
Access Person shall provide to the Fund an annual holdings report
(which information must be current as of a date no more than 30 days
before the report is submitted), which report shall contain the
following information:
(i) The title, number of shares, and/or principal amount of each
Security in which the Access Person had Beneficial Ownership;
(ii) The name of any broker, dealer, or bank with whom the Access
Person maintains an account in which are held any Securities in which
the Access Person has Beneficial Ownership; and
(iii) The date that the report is submitted by the Access Person.
4.4 Miscellaneous
(a) Any report required under this Section 4 may contain a statement that
the report shall not be construed as an admission by the person
making such report that he or she has any Beneficial Ownership in the
Security to which the report relates.
(b) A report required under Section 4 may be in the form of a copy of the
standard brokerage account statement of the affected Access Person,
as long as it provides the information described within the time
periods required in Section 4.
Section 5. Administration of the Code
5.1 Review of Reports.
The Fund's designated Compliance Officer (or, in the absence of such an
officer, the Secretary of the Fund), or, in the case of such officer's reports,
the Chairman of the Trustees, shall review all reports submitted to the Fund
under Section 4.3 and shall bring any material discrepancies or compliance
issues to the attention of the Chairman or the Trustees as appropriate.
5.2 Sanctions
Upon discovering a violation of this Code, the Trustees of the Fund may
impose such sanctions as they deem appropriate, including inter alia, a letter
of censure or suspension or termination of the employment or other service of
the violator.
5.3 Annual Compliance Report
On or before the initial meeting of the Trustees in each fiscal year, the
Fund and its investment adviser(s) shall each furnish to the Trustees, and the
Trustees shall consider, a written report that:
(a) describes any issues arising under the Fund's or such adviser's Code
or procedures for implementing such Code since the last such report
to the Trustees, including, but not limited to, information about
material violations of such Code or procedures and sanctions imposed
in response to the material violations; and
(b) certifies that it has adopted procedures reasonably necessary to
prevent Access Persons from violating this Code.
5.4 Joint Administration
Reports required under Section 4 may be submitted and maintained jointly
with the same reports required under the Code of Ethics of any one or more other
fund or company in a Control relationship with the Fund, provided that access to
such reports is under the control of Fund personnel at all times.
Section 6. Recordkeeping Requirements
6.1 Reports
The Fund shall maintain at its principal place of business the following
records relating to the Code, and shall make such records available to the SEC
at any time and from time to time for reasonable periodic, special or other
examination:
(a) a copy of each code of ethics for the Fund that is in effect, or at
any time within the past five years was in effect, which shall be
maintained in an easily accessible place;
(b) a record of any violation of this Code, and of any action taken as a
result of the violation, which shall 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 required under Section 4, which shall 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 Section 4, or who are or
were responsible for reviewing these reports, which shall be
maintained in an easily accessible place; and
(e) a copy of each report required under Section 5.3, which shall 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.
6.2 Approvals.
(a) The Fund shall maintain a record of any Approval and the reasons
supporting the Approval for at least five years after the end of the
fiscal year in which the Approval is granted.
Effective Date: June 7, 2000
