MATTERHORN ASSET MANAGEMENT CORP.
Matterhorn Asset Management Corp. (hereinafter "Matterhorn"), and its
subsidiaries hereby adopt this written code of ethics, which contains provisions
reasonably necessary to prevent persons from:
(1) employing any device, scheme to artifice to defraud;
(2) making any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made, in light
of the circumstances in which they are made, not misleading;
(3) engaging in any act, practice or course of business which operates or
would operate as a feud or deceit; and
(4) engaging in any manipulative practice.
This Code of Ethics is being adopted in compliance with the requirements of Rule
17j-1 of the Investment Company Act of 1940, as amended and in order to
effectuate its purposes and objectives.
1. DEFINITIONS
(a) "Access Person" means any director, officer, general partner, or
advisory person of Matterhorn and its subsidiaries.
(b) "Advisory Person" means (i) any employee of Matterhorn who in
connection with his or her regular functions or duties, makes,
participates in, or obtains current information regarding the purchase
or sale of Covered Securities by any client for which Matterhorn
serves as investment advisor or principal underwriter, or whose
functions relate to the purchase or sales; and (ii) any natural person
in a control relationship to Matterhorn who regularly obtains current
information concerning recommendations made to any client for which
Matterhorn serves as investment adviser with regard to the purchase or
sale of Covered Securities.
(c) "Beneficial Ownership" shall be as defined in section 16 of the
Securities Exchange Act of 1934 and interpreted in accordance with
Rule 16a-1(a)(2) thereunder and the other rules and regulations
thereunder, which, generally speaking, encompasses those situations
where the other Beneficial Owner has the right to enjoy some economic
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benefit from the ownership of the security. A person is normally
regarded as the Beneficial Owner of securities held in the name of his
or her spouse or minor children living in his or her household.
(d) "Investment Personnel" means any employee of Matterhorn or of a
company in a control relationship with Matterhorn who, in connection
with his or her regular functions or duties, makes or participates in
making recommendations regarding the purchase or sale of securities by
a client of Matterhorn, or who controls Matterhorn and obtains
information concerning recommendations made to a client of Matterhorn
regarding the purchase or sale of securities by a client of
Matterhorn.
(e) "Covered Security" shall have the meaning set forth in Section
2(a)(36) of the Investment Company Act of 1940, except that it shall
not include securities issued by the government of the United States
or by federal agencies and which are direct obligations of the United
States, bankers' acceptance, bank certificates of deposit, commercial
paper and certificates of deposit, commercial paper and shares of
registered open-end investment companies.
2. PROHIBITED PURCHASES AND SALES
(a) No affiliated person of Matterhorn shall engage in any act, practice
or course of conduct, which would violate the provisions set forth
above.
(b) No access person shall purchase or sell, directly or indirectly, any
Covered Security in which he has, or by reason of such transaction
squires, any direct or indirect beneficial ownership and which to his
actual knowledge at the time of such purchase or sale (i) is being
considered for purchase or sale or (ii) is being purchased or sold;
except that the prohibition of the Section 2(b) shall not apply to:
(A) purchases or sales affected in any account over which the Access
Person has no dirt or indirect influence or control;
(B) purchases or sales which are nonvolitional on the part of either
the Access Person or the client;
(C) purchases which are part of an automatic dividend reinvestment
plan; and
(D) purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to
the extend such rights were acquired from such issuer, and sales
of such rights so acquired.
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3. PROCEDURES
(a) Each Access Person employed by Matterhorn shall submit reports showing
all transactions in securities as defined herein in which the person
has, or by reason of such transaction acquires, any direct or indirect
beneficial ownership.
Every report required to be made under the paragraph above shall be
made no later than ten days after the end of the calendar quarter in
which the transaction to which the report relates was affected, and
shall contain the date of the report and the following information:
(A) the date of the transaction, the title and the number of shares,
interest rate and maturity date (if applicable), and the
principal amount of each security involved;
(B) the nature of the transaction (i.e., purchase, sale, or any other
type of acquisition or disposition);
(C) the price at which the transaction was effected;
(D) the name of the broker, dealer or bank with or though whom the
transaction was effected; and
(E) the name of any broker, dealer or bank with whom the Access
Person established an account in which any securities were held
during the previous quarter for the direct or indirect benefit of
the Access Person, and the date the account was established.
(b) No later than ten days after a person becomes an Access Person, such
person shall each provide (i) the title, number of shares and
principal amount of each Covered Security in which the Access Person
had any direct or indirect beneficial ownership as of the date 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 any
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 the report is submitted by the Access Person.
(c) No later than 30 days after the end of the calendar year, each Access
Person shall provide (i) the title, number of shares and principal
amount of each Covered Security in which the Access Person had any
direct or indirect beneficial ownership as of the end of the calendar
year, (ii) the name of any broker, dealer or bank with whom the Access
Person maintains an account in which any securities were held as of
the end of the calendar year for the direct or indirect benefit of the
Access Person, and (iii) the date the account was established.
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(d) The Chief Executive Officer of Matterhorn shall identify all access
persons who have a duty to make the reports required hereunder and
shall inform each such person of such duty.
(e) The Chief Executive Officer shall consider and review reports made to
him hereunder, shall determine whether or not this or any other Code
of Ethics has been violated and shall determine what sanctions, if
any, should be imposed.
(f) Matterhorn shall maintain in an easily accessible place, the following
with respect to the last five years, (i) a copy of this Code of Ethics
(and any such code in effect at any time in the past five years), (ii)
a record of any violation of this Code of Ethics and any action taken
as a result, (iii) a copy of each report made by an Access Person
under this Code, (iv) a record of all persons who are or were required
to make reports under this Code of Ethics, (v) any certification or
report provided to the Board of Directors of the Fund pursuant to this
Code of Ethics, and (vi) any record of any decision, and the reasons
supporting the decision, to approve the acquisition by Investment
Personnel of Securities under Section 3(h) hereunder.
(g) Matterhorn shall, no less frequently than annually, provide to its
clients who make an appropriate request, a report describing any
issues arising under this Code of Ethics subsequent to the last such
report, including, but not limited to, information about material
violations of the Code or procedures and sanctions imposed in response
to any material violation, which also certifies to the client that
Matterhorn has adopted procedures reasonably necessary to prevent
Access Persona from violating this Code of Ethics.
(h) Investment Personnel must obtain approval from Matterhorn before
directly or indirectly acquiring beneficial ownership in any
securities in (i) an offering of securities registered under the
Securities Act of 1933, where the issuer immediately before the
registration was not subject to the reporting requirements of Sections
13 or 15(d) of the Securities Exchange Act of 1934 (e.g., an initial
public offering), or (ii) an offering exempt from registration under
the Securities Act, pursuant to Section 4(2) or 4(6) thereunder, or
pursuant to Rule 504, 505 or 506 thereunder (e.g. a private offering).
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Policies on Trading on
Material Non-Public Information
The following guidelines are to be followed whenever an employee of the advisory
firm comes in contact with non-public information:
(1) At no time is the employee to trade for his own behalf, or the behalf
of others, based on material non-public information.
(2) The employee is to report all information deemed to be non-public
immediately to the President of the Firm.
(3) Any information which the employee is uncertain as to whether it may
be deemed to be non-public should not be acted upon and immediately
reported to his supervisor or the President of the Firm.
For purposes of these policies, "non-public" information is defined as any
information which, to the knowledge of the employee, has not been published or
made known to the general public. In addition, as stated previously, any
information which the employee is uncertain as to its nature, shall be deemed to
be non-public unless further research reveals the contrary.
