Exhibit 99.(p)
AMERICAN PENSION INVESTORS TRUST
YORKTOWN MANAGEMENT & RESEARCH COMPANY, INC.
YORKTOWN DISTRIBUTORS, INC.
CODE OF ETHICS
1. PURPOSE
This Code of Ethics ("Code") has been adopted in accordance with
Rule 17j-1(c) under the Investment Company Act of 1940, as amended (the "Act")
with respect to American Pension Investors Trust ("Trust"), Yorktown Management
& Research Company, Inc. ("Adviser") and Yorktown Distributors, Inc. Rule 17j-1
generally proscribes fraudulent or manipulative practices with respect to
purchases or sales of Securities held or to be acquired by investment companies,
if effected by associated persons of such companies. The purpose of this Code is
to provide regulations and procedures consistent with the Act and Rule 17j-1
designed to give effect to the general prohibitions set forth in Rule 17j-1(b)
as follows:
(b) Unlawful Actions. It is unlawful for any affiliated person of or
principal underwriter for a [registered investment company], or any
affiliated person of an investment adviser of or principal
underwriter for a [registered investment company], in connection
with the purchase or sale, directly or indirectly, by the person of
a Security Held or to be Acquired by the [registered investment
company]:
(1) To employ any device, scheme or artifice to defraud the
[registered investment company];
(2) To make to any untrue statement of a material fact to the
[registered investment company] or omit to state a
material fact necessary in order to make the statements
made to the [registered investment company], in light of
the circumstances under which they are made, not
misleading;
(3) To engage in any act, practice or course of business that
operates or would operate as a fraud or deceit on the
[registered investment company]; or
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(4) To engage in any manipulative practice with respect to
the [registered investment company].
2. DEFINITIONS
(a) "Access person" means (i) any trustee, director, officer or advisory
person of the Trust or the Adviser; and (ii) any director or officer of
the Underwriter who, in the ordinary course of business, makes,
participates in or obtains information regarding, the purchase or sale of
Securities by the Trust, or whose functions or duties in the ordinary
course of business relate to the making of any recommendation to the Trust
regarding the purchase or sale of Securities.
(b) "Adviser" means Yorktown Management & Research Company, Inc.
(c) "Advisory person" means (i) any employee of the Trust or of any
company in a control relationship to the Trust, who, in connection with
his regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of a Security by the Trust, 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 Trust who obtains information concerning
recommendations made to the Trust with regard to the purchase or sale of a
Security.
(d) A Security is "being considered for purchase or sale" when a
recommendation to purchase or sell a Security (including any option 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.
(e) A Security (including any option to purchase or sell, and any Security
convertible into or exchangeable for a Security) is being "held for or to
be acquired" if within the most recent 15 days it (i) is or has been held
by the Trust; or (ii) is being considered by the Trust or the Adviser for
purchase by the Trust.
(f) "Beneficial ownership" shall be interpreted in the same manner as the
definition of "beneficial owner" set forth in Rule 16a-1(a)(2) under the
Securities Exchange Act of 1934 (the "Exchange Act"), and shall refer to
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any Security in which an access person has or acquires, directly or
indirectly, through any contract, arrangement, understanding, relationship
or otherwise a direct or indirect pecuniary interest. (see Annex A).
(g) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Act.
(h) "Disinterested Trustee" means a trustee of the Trust who is not an
"interested person" of the Trust within the meaning of Section 2(a)(19) of
the Act.
(i) "Limited offering" means an offering that is exempt from registration
under the Securities Act of 1933 (the "Securities Act") pursuant to
sections 4(2) or 4(6) or pursuant to Rules 504, 505, or 506 thereunder.
(j) "Initial Public Offering" means an offering of securities registered
under the Securities Act, the issuer of which, immediately before the
registration, was not subject to the reporting requirements of Sections 13
or 15(d) of the Exchange Act.
(k) "Investment personnel" means (i) any employee of the Trust or the
Adviser (or any company in a control relationship to either) who, in
connection with his regular functions or duties, makes or participates in
making recommendations made to the Trust regarding the purchase or sale of
a security by the Trust; and (ii) any natural person who controls the
Trust or the Adviser and who obtains information concerning
recommendations made to the Trust regarding the purchase or sale of a
security by the Trust.
(l) "Purchase or sales of a Security" includes, inter alia, the writing of
an option to purchase or sell a Security.
(m) "Security" shall have the meaning set forth in Section 2(a)(36) of the
Act, except that it shall not include (i) direct obligations of the
Government of the United States, (ii) bankers' acceptances, bank
certificates of deposit, commercial paper and high quality short-term debt
instruments, including repurchase agreements, and (iii) shares issued by
open-end funds.
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(n) "Underwriter" means Yorktown Distributors, Inc.
3. PROHIBITED PURCHASES AND SALES
(a) No access person shall purchase or sell directly or indirectly, any
Security in which he has, or by reason of such transaction acquires, 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 by the Trust; or (ii) is being purchased or sold by the Trust.
(b) No access person shall reveal to any other person (except in the
normal course of his or her duties on behalf of the Trust) any information
regarding securities transactions by the Trust or consideration by the
Trust or the Adviser of any such securities transaction.
(c) No access person shall recommend any securities transaction by the
Trust without having disclosed his or her interest, if any, in such
Securities or the issuer thereof, including without limitation (i) his or
her direct or indirect beneficial ownership of any Securities of such
issuer; (ii) any contemplated transaction by such person in such
Securities; (iii) any position with such issuer or its affiliates; and
(iv) any present or proposed business relationship between such issuer or
its affiliates, on the one hand, and such person or any party in which
such person has a significant interest, on the other; PROVIDED, HOWEVER,
that in the event the interest of such access person in such Securities or
issuer is not material to his or her personal net worth and any
contemplated transaction by such person in such Securities cannot
reasonably be expected to have a material adverse effect on any such
transaction by the Trust or on the market for the securities generally,
such access person shall not be required to disclose his or her interest
in the Securities or issuer thereof in connection with any such
recommendation.
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4. EXEMPTED TRANSACTIONS
The prohibitions of Section 3 of this Code shall not apply to:
(a) Purchases or sales effected in any account over which the access
person has not direct or indirect influence or control.
(b) Purchases or sales of securities which are not eligible for purchase
or sale by any series of the Trust.
(c) Purchases or sales which are nonvolitional on the part of either the
access person or the Trust.
(d) Purchases which are part of an automatic dividend reinvestment plan.
(e) Purchases 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 shares of open-end investment companies.
(g) Purchases or sales which are only remotely potentially harmful to
the Trust because they would be very unlikely to affect a highly
institutional market, or because they clearly are not related
economically to the securities to be purchased, sold or held by the
Trust.
5. REPORTING
(a) PERSONAL ACCOUNTS AND HOLDINGS
(1) Every access person shall submit a copy of the report set forth
at Exhibit A to Charles Foster not later than ten days of becoming
an access person, and an updated copy of such report annually
thereafter.
(2) Every access person shall report on any securities account the
access person maintains with a broker, dealer or bank and any
Security in which such access person has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership in
the Security; PROVIDED, HOWEVER, that an access person shall not be
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required to make a report with respect to transactions effected for
any account over which such person does not have any direct or
indirect influence.
(b) TRANSACTION REPORTS
(1) Every access person shall submit a copy of the report set
forth at Exhibit B or C, as applicable, to Charles Foster not
later than ten days after the end of every calendar quarter.
(2) Every access person shall report on transactions in any
Security in which such access person has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership in the Security; PROVIDED, HOWEVER, that an access
person shall not be required to make a report with respect to
transactions effected for any account over which such person
does not have any direct or indirect influence.
(3) A Disinterested Trustee only shall submit a copy of a report
on transactions where such Trustee, at the time of that
transaction, knew or, in the ordinary course of fulfilling his
official duties as a Trustee of the Trust, should have known
that, during the 15-day period immediately preceding the date of
the transaction by the Trustee, such Security is or was
purchased or sold by the Trust or was being considered for
purchase or sale by the Trust or its investment adviser.
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(4) ANNUAL BOARD REPORT
No less frequently than annually, the Trust, the Adviser and
the Underwriter each shall furnish to the Board, and the Board must
consider, a written report that:
(5) Describes any issues arising under its code or procedures
related thereto since the last report to the Board, including
information about material violations of its code or the
procedures related thereto and sanctions imposed in response to
any violation; and
(6) Certifies that it has adopted procedures reasonable
necessary to prevent access persons from violating its code.
6. PRE-APPROVAL OF INVESTMENTS IN INITIAL PUBLIC OFFERINGS AND LIMITED
OFFERINGS
All investment personnel shall obtain approval from Charles Foster
before directly or indirectly acquiring beneficial ownership in any securities
in an Initial Public Offering or a Limited Offering.
7. MATERIAL CHANGES TO THIS CODE
The Board (including a majority of Disinterested Trustees) shall
approve any material change to this Code within six months of such a change.
Prior to approving any such change, the Board must receive a certification from
the Trust that it has adopted procedures reasonably necessary to prevent access
persons from violating this Code.
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8. SANCTIONS
Upon discovering a violation of this Code, the Board may impose such
sanctions as it deems appropriate, including, INTER ALIA, a letter of censure or
suspension or termination of the employment of the violator.
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ANNEX A
The term "beneficial ownership" of securities would include not only
ownership of securities held by an access person for his or her own benefit,
whether in bearer form or registered in his or her own name or otherwise, but
also ownership of securities held for his or her benefit by others (regardless
of whether or how they are registered), such as custodians, brokers, executors,
administrators, or trustees (including trusts in which he or she has only a
remainder interest), and securities held for his or her account be pledgees,
securities owned by a partnership in which he or she is a member, and securities
owned by any trust which he or she should regard as a personal holding trust.
Correspondingly, this term would exclude securities held by an access person for
the benefit of someone else.
Ordinarily, this term would not include securities held by executors
or administrators in estates in which an access person is a legatee or
beneficiary unless there is a specific legacy to such person of such securities
or such person is the sole legatee or beneficiary and there are other assets in
the estate sufficient to pay debts ranking ahead of such legacy, or the
securities are held in the estate more than one year after the decedent's death.
Securities held in the name of another should be considered as
"beneficially" owned by an access person where such person enjoys "benefits
substantially equivalent to ownership." The Securities and Exchange Commission
has said that, although final determination of beneficial ownership is a
question to be determined in the light of the facts of a particular case,
generally a person is regarded as the beneficial owner of securities held in the
name of his or her spouse and their minor children. Absent special
circumstances, such relationship ordinarily results in such person obtaining
benefits substantially equivalent to ownership, e.g., application of the income
derived from such securities to maintain a common home, to meet expenses which
such person otherwise would meet from other sources, or the ability to exercise
a controlling influence over the purchase, sale or voting or such securities.
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An access person also may be regarded as the beneficial owner of
securities held in the name of another person if, by reason of any contract,
understanding, relationship, agreement or other arrangement, he obtains
therefrom benefits substantially equivalent to those of ownership. Moreover, the
fact that the holder is a relative or relative of a spouse and sharing the same
home as an access person may in itself indicate that the access person would
obtain benefits substantially equivalent to those of ownership from securities
held in the name of such relative. Thus, absent countervailing facts, it is
expected that securities held by relatives who share the same home as an access
person will be treated as being beneficially owned by the access person.
An access person also is regarded as the beneficial owner of
securities held in the name of a spouse, minor child or other person, even
though he does not obtain therefrom the aforementioned benefits or ownership, if
he can vest or revest title in himself at once or at some future time.
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EXHIBIT A
DISCLOSURE OF PERSONAL HOLDINGS
This form is to be submitted to Charles Foster by all "access persons"
upon commencement of employment with the Trust, the Adviser or the Underwriter
or upon becoming an "access person" if previously employed by the Trust, the
Adviser or the Underwriter, and shall be updated not less than annually
thereafter.
I hereby certify that the following is a complete list of accounts in my
name and accounts for which I have a power of attorney, I act in a fiduciary
capacity or have significant control (such as accounts for a spouse or child)
and the Securities which are currently held in such accounts:
NAME AND ADDRESS OF BROKER/DEALER ACCOUNT NUMBER*
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* If you are updating this form because you have established a new securities
account during the period in which you are submitting a Securities Transaction
Certification Report, please also indicated the date on which the account was
established.
THE INFORMATION REGARDING SECURITIES BENEFICIALLY OWNED BY ME, BUT NOT HELD IN
ANY BROKERAGE ACCOUNT IS AS FOLLOWS
COMPANY TITLE OF SECURITY NUMBER OF SECURITIES/
SHARES HELD
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SIGNATURE:______________________________
PRINT NAME:____________________________
DATED:_________________________________
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EXHIBIT B
SECURITIES TRANSACTION CERTIFICATION REPORT
FOR THE QUARTER ENDED ____________________
TO: CHARLES FOSTER
FROM:
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I HEREBY CERTIFY THAT THE SECURITIES DESCRIBED BELOW WERE PURCHASED OR SOLD ON
THE DATE(S) INDICATED. SUCH SECURITIES WERE PURCHASED OR SOLD IN RELIANCE UPON
PUBLIC INFORMATION LAWFULLY OBTAINED BY ME THROUGH INDEPENDENT RESEARCH. MY
DECISION TO ENTER INTO SUCH TRANSACTION(S) WAS NOT BASED UPON INFORMATION
OBTAINED AS A RESULT OF MY EMPLOYMENT AT THE TRUST OR THE ADVISER.
<TABLE>
<CAPTION>
SECURITIES PURCHASED/ACQUIRED
Number of Shares Name of
Security Trade or Principal Per Share Total Broker, Dealer
Description Date Amount Price Amount or Bank
<S> <C> <C> <C> <C> <C>
---------------- --------------- ----------------- --------------- ---------------- ----------------
---------------- --------------- ----------------- --------------- ---------------- ----------------
SECURITIES SOLD/DISPOSED
Number of Shares Name of
Security Trade or Principal Per Share Total Broker, Dealer
Description Date Amount Price Amount or Bank
---------------- --------------- ----------------- --------------- ---------------- ----------------
---------------- --------------- ----------------- --------------- ---------------- ----------------
</TABLE>
NEW SECURITIES ACCOUNTS
____ During the period covered by this report, I have NOT established a
securities account not previously disclosed to the Trust on the form entitled
"Disclosure of Personal Holdings."
____ During the period covered by this report, I have established a securities
account not previously disclosed to the Trust on the form entitled "Disclosure
of Personal Holdings" AND HAVE ATTACHED TO THIS CERTIFICATION AN UPDATED FORM.
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NOTHING TO REPORT
____ I have nothing to report for this quarter.
This report need not include (i) direct obligations of the Government of the
United States, (ii) bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt instruments, including
repurchase agreements, (iii) shares issued by open-end funds, (iv) transactions
which you had no direct or indirect influence or control, (v) transactions that
are not initiated, or directed, on the part of the access person, and (vi)
securities acquired upon the exercise of rights issued by the issuer to all
shareholders pro rata. This report is not an admission that you have or had any
direct or indirect beneficial ownership in the securities listed above.
Date:
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EXHIBIT C
DISINTERESTED TRUSTEE'S REPORT
FOR THE QUARTER ENDED _____________________
TO: CHARLES FOSTER
FROM:
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I HEREBY CERTIFY THAT THE SECURITIES DESCRIBED BELOW WERE PURCHASED OR SOLD ON
THE DATE(S) INDICATED. SUCH SECURITIES WERE PURCHASED OR SOLD IN RELIANCE UPON
PUBLIC INFORMATION LAWFULLY OBTAINED BY ME THROUGH INDEPENDENT RESEARCH. MY
DECISION TO ENTER INTO SUCH TRANSACTION(S) WAS NOT BASED UPON INFORMATION
OBTAINED AS A RESULT OF MY SERVICE AS A TRUSTEE OF THE TRUST.
<TABLE>
<CAPTION>
SECURITIES PURCHASED/ACQUIRED
Number of Shares Name of
Security Trade or Principal Per Share Total Broker, Dealer
Description Date Amount Price Amount or Bank
<S> <C> <C> <C> <C> <C>
---------------- --------------- ----------------- --------------- ---------------- ----------------
---------------- --------------- ----------------- --------------- ---------------- ----------------
SECURITIES SOLD/DISPOSED
Number of Shares Name of
Security Trade or Principal Per Share Total Broker, Dealer
Description Date Amount Price Amount or Bank
<S> <C> <C> <C> <C> <C>
---------------- --------------- ----------------- --------------- ---------------- ----------------
---------------- --------------- ----------------- --------------- ---------------- ----------------
</TABLE>
A Disinterested Trustee need only report a transaction if such Trustee, at the
time of that transaction, knew or, in the ordinary course of fulfilling his
official duties as a Trustee of the Trust, should have known that, during the
15-day period immediately preceding the date of the transaction by the Trustee,
such security is or was purchased or sold by the Trust or was being considered
for purchase or sale by the Trust or its investment adviser.
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Further, this report need not include (i) direct obligations of the Government
of the United States, (ii) bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt instruments, including
repurchase agreements, (iii) shares issued by open-end funds, (iv) transactions
which you had no direct or indirect influence or control, (v) transactions that
are not initiated, or directed, on the part of the access person, and (vi)
securities acquired upon the exercise of rights issued by the issuer to all
shareholders pro rata. This report is not an admission that you have or had any
direct or indirect beneficial ownership in the securities listed above.
Date:
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