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NATIONAL CITY INVESTMENT MANAGEMENT COMPANY
CODE OF ETHICS
I. LEGAL REQUIREMENT.
Rule 17j-1(b) under the Investment Company Act of 1940, as amended (the
"1940 ACT"), makes it unlawful for any officer or director of National City
Investment Management Company (the "COMPANY"), in connection with the purchase
or sale by such person of a security held or to be acquired by any investment
company registered under the 1940 Act (each such investment company for which
the Company is investment adviser, a "FUND"):
1. To employ any device, scheme or artifice to defraud any Fund;
2. To make to any Fund any untrue statement of a material fact or
omit to state to any Fund a material fact necessary in order to
make the statements made, in light of the circumstances under
which they are made, not misleading;
3. To engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon any Fund; or
4. To engage in any manipulative practice with respect to any Fund's
investment portfolios.
II. PURPOSE OF THE CODE OF ETHICS.
The Company expects that its directors and officers will conduct their
personal investment activities in accordance with (1) the duty at all times to
place the interests of each Fund's shareholders first, (2) the requirement that
all personal securities transactions be conducted consistent with this Code of
Ethics (this "CODE") and in such a manner as to avoid any actual or potential
conflict of interest or any abuse of an individual's position of trust and
responsibility, and (3) the fundamental standard that an investment adviser's
personnel should not take inappropriate advantage of their positions.
In view of the foregoing, the provisions of Section 17(j) of the 1940 Act,
the Securities and Exchange Commission's 1940 Act Release No. 23958 "Personal
Investment Activities of Investment Company Personnel" (August 24, 1999), the
"Report of the Advisory Group on Personal Investing" issued by the Investment
Company Institute on May 9, 1994 and the Securities and Exchange Commission's
September 1994 Report on "Personal Investment Activities of Investment Company
Personnel," the Company has determined to adopt this Code to specify a code of
conduct for certain types of personal securities transactions which might
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involve conflicts of interest or an appearance of impropriety, and to establish
reporting requirements and enforcement procedures.
III. DEFINITIONS.
A. An "ACCESS PERSON" means: (1) each director or officer of the Company;
(2) each employee (if any) of the Company (or of any company in a
control relationship to the Company) 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 any
portfolio of which the Company is investment adviser, or whose
functions relate to the making of any recommendations with respect to
such purchases or sales; and (3) any natural person in a control
relationship to the Company who obtains information concerning
recommendations made to any portfolio of which the Company is
investment adviser, with regard to the purchase or sale of a security.
B. "EXEMPT SECURITY" means
1. any direct obligations of the Government of the United States;
2. any banker's acceptance;
3. any bank certificate of deposit;
4. any commercial paper;
5. any high quality short-term debt instruments (any instrument
having a maturity at issuance of less than 366 days and that is
rated in one of the two highest rating categories by a nationally
recognized statistical rating organization), including any
repurchase agreement;
6. any share of any registered open-end investment company; and
7. any share of the capital stock of National City Corporation.
C. "EXEMPT TRANSACTION" means
1. any purchase or sale of securities in any account over which the
Access Person has no direct or indirect influence or control;
2. any purchase or sale of securities in a transaction which is not
volitional on the part of the Access Person;
3. any automatic acquisition of securities with the proceeds of a
dividend pursuant to any dividend reinvestment plan; and
4. any acquisition of securities in a recapitalization, statutory
share exchange, statutory consolidation, statutory merger, stock
dividend, stock split, or
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similar transaction whereby the issuer of such securities issues
such securities PRO RATA to all holders of a class of its or
another issuer's securities, or any surrender or exchange of
securities as a condition to the receipt of securities in any
such acquisition.
D. An Access Person's "IMMEDIATE FAMILY" includes that Access Person's spouse,
if any, and any minor children and adults living in the same household as
that Access Person.
E. "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.
F. "INVESTMENT PERSONNEL" of the Company means:
(i) any employee of the Company (or of any company in a control
relationship to the Company) 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 any portfolio of which the
Company is investment adviser.
(ii) Any natural person who controls the Company and who obtains
information concerning recommendations made by the Company regarding the
purchase or sale of securities by any portfolio of which the Company is
investment adviser.
G. "LIMITED OFFERING" 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.
H. "S & P 500 INDEX PORTFOLIO" means any portfolio the investment objective of
which is to provide investment results that, before taking into account the
expenses of such portfolio, approximate that aggregate price and dividend
performance of the securities included in the Standard & Poor's Composite
500 Index by investing in securities comprising that index.
I. "S & P 500 INDEX SECURITY" means any security which, at the time in
question, is included in the Standard & Poor's Composite 500 Index.
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IV. POLICIES OF THE COMPANY REGARDING PERSONAL SECURITIES TRANSACTIONS.
A. GENERAL POLICY.
No Access Person shall engage in any act, practice or course of
business that would violate the provisions of Rule 17j-1(b) set forth
above, or in connection with any personal investment activity, engage
in conduct inconsistent with this Code.
B. SPECIFIC POLICIES.
1. RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS BY ACCESS
PERSONS.
a. No Access Person may purchase or sell any securities (other
than any Exempt Securities or any purchase or sale of
securities in an Exempt Transaction) for his or her personal
portfolio or the portfolio of another member of his or her
immediate family without obtaining oral authorization from a
Compliance Officer of the Company PRIOR to effecting such
transaction.
b. In addition to, and not in limitation of, the restrictions
contained in the preceding paragraph IV.B.1.a, no Access
Person may purchase any securities in an Initial Public
Offering or a Limited Offering for his or her personal
portfolio or the portfolio of another member of his or her
immediate family without obtaining oral authorization from
Senior Company Management PRIOR to effecting such
transaction.
c. If any authorization is granted to an Access Person who is
also classified as Investment Personnel for a purchase of
securities in an Initial Public Offering or a Limited
Offering, a record of the decision and the reason supporting
the decision to authorize that purchase shall be made by the
Compliance Officer of the Company granting such
authorization.
d. If oral authorization is granted for a purchase or sale of
securities, a written authorization for such transaction
will be provided by a Compliance Officer of the Company to
the Access Person receiving the authorization in order to
memorialize the oral authorization that was granted.
NOTE: If an Access Person has questions as to
whether purchasing or selling a security for his
or her personal portfolio or the portfolio of
another member of his or her immediate family
requires prior oral authorization, the
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Access Person should consult a Compliance Officer
of the Company for authorization or denial of
authorization to trade PRIOR to effecting the
transaction.
e. Any authorization granted for a transaction under paragraph
(a) will expire at the close of business on the trading day
after the date on which oral authorization was granted, and
the Access Person receiving such authorization shall be
required to receive a new oral authorization for the
transaction if the trade is not completed before the
authorization shall have expired.
f. No clearance will be given to an Access Person to purchase
or sell any security (1) on a day when any non-indexed
portfolio of the Company (whether proprietary fund or
separately managed account) has a pending "buy" or "sell"
order in the same security until that order is executed or
withdrawn or (2) when the Compliance Officer has been
advised by the investment adviser that the same security is
being considered for purchase or sale for any non-indexed
portfolio of the Company (whether proprietary fund or
separately managed account).
2. ADDITIONAL RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS
BY ACCESS PERSONS.
a. Persons employed by the Company are forbidden from profiting
from the purchase and sale, sale and purchase, or any
transaction deemed the same (i.e. puts, calls, use of
derivatives, convertibles, etc.) of the same or equivalent
securities within sixty (60) calendar days on any security
held in the Armada or Parkstone Mutual Funds, or any Company
client account.
b. Access Persons are expressly prohibited from receiving any
gift or other thing of more than de minimis value from any
person or entity that does business with or on behalf of the
Company, its clients, Armada or Parkstone Funds.
c. Memberships or partnerships in any investment club by Access
Persons are forbidden.
d. Access persons are prohibited from serving on the Board of
Directors of publicly traded companies without prior
authorization based on a determination that the Board
service would be consistent with the interests of the
Company and its clients.
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V. PROCEDURES.
A. In order to provide the Company with information to enable it to
determine with reasonable assurance whether the provisions of this
Code are being observed by its Access Persons:
1. Each Access Person will submit to a Compliance Officer of the
Company an Initial Beneficial Ownership Report in the form
attached hereto as Exhibit A that lists ALL securities other
than Exempt Securities beneficially owned(1) by the Access
Person. This report must be submitted within ten days of
becoming an Access Person and must include the title of each
security, the number of shares held, and the principal amount
of the security and the name of any broker, dealer or bank
with whom the Access person maintains an account in which only
such securities are held.
2. Each Access Person will also submit annually to a Compliance
Officer of the Company a Beneficial Ownership Report attached
hereto as Exhibit A. The Annual Beneficial Ownership Report must
list ALL securities other than Exempt Securities beneficially
owned by the Access Person, the title of each security, the
number of shares held, and the principal amount of the security
and the name of any broker, dealer or bank with whom the Access
person maintains an account in which only such securities are
held.
3. Each Access Person shall direct his or her broker to supply to a
Compliance Officer of the Company, on a timely basis, duplicate
copies of confirmations of all securities transactions other than
Exempt Transactions in which the person has, or by reason of any
transaction acquires, any direct or indirect beneficial ownership
of any security and copies of periodic statements for all
securities accounts.
4. Each Access Person shall, no later than the tenth (10th) day
after the end of each calendar quarter, submit a report in the
form attached hereto as
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1. You will be treated as the "beneficial owner" of a security under this
policy only if you have a direct or indirect pecuniary interest in the security.
(a) A direct pecuniary interest is the opportunity, directly or
indirectly, to profit, or to share the profit, from the transaction.
(b) An indirect pecuniary interest is any nondirect financial interest,
but is specifically defined in the rules to include securities held by
members of your immediate family sharing the same household;
securities held by a partnership of which you are a general partner;
securities held by a trust of which you are the settlor if you can
revoke the trust without the consent of another person, or a
beneficiary if you have or share investment control with the trustee;
and equity securities which may be acquired upon exercise of an option
or other right, or through conversion.
For interpretive guidance on this test, you should consult counsel.
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Exhibit B to a Compliance Officer of the Company, showing each
transaction in securities other than Exempt Transactions and
other than transactions in Exempt Securities in which the person
has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership during the calendar quarter in
question, as well as all accounts established with brokers,
dealers or banks during the calendar quarter in question for the
direct or indirect beneficial interest of the Access Person.(2)
5. A Compliance Officer of the Company shall notify each Access
Person who is subject to the transaction pre-authorization
requirements or the reporting requirements of this Code that such
person is subject to such the pre-authorization or reporting
requirements and shall deliver a copy of this Code to each such
person.
6. A Compliance Officer of the Company shall review the Initial
Beneficial Ownership Reports, Annual Beneficial Ownership
Reports, and Quarterly Transaction Reports received, and as
appropriate compare the reports with the pre-authorizations
received, and report to the Company's Board of Directors:
a. with respect to any transaction that appears to evidence a
possible violation of this Code; and
b. apparent violations of the reporting requirement stated
herein.
7. The Company's Board of Directors shall consider reports made to
it hereunder and shall determine whether the policies established
in Sections IV and V of this Code have been violated, and what
sanctions, if any, should be imposed on the violator, including
but not limited to a letter of censure, suspension or termination
of the employment of the violator, or the unwinding of the
transaction and the disgorgement of any profits. The Company's
Board of Directors shall review the operation of this Code at
least once a year.
8. At each quarterly meeting of the Company's Board of Directors a
Compliance Officer of the Company shall provide a written report
to the Company's Board of Directors stating:
a. any reported securities transaction that occurred during the
prior quarter that may have been inconsistent with the
provisions of this Code; and
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2. See footnote 1 above.
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b. all disciplinary actions(3) taken in response to such
violations.
9. At least once a year, a Compliance Officer of the Company shall
provide to the Company's Board of Directors and to the Board
members of any registered investment company for which the
Company serves as investment adviser a written report which
contains: (a) a summary of existing procedures concerning
personal investing by Access Persons and any changes in the
compliance procedures under this Code during the past year; (b)
an evaluation of current compliance procedures under this Code
and a report on any recommended changes in existing restrictions
or any such procedures based upon the Company's experience under
this Code, industry practices, or developments in applicable laws
and regulations; (c) a description of any issues arising under
this Code or the compliance procedures thereunder since the last
such report, including but not limited to, information about
material violations of this Code and sanctions imposed in
response to material violations; and (d) a certification that the
procedures which have been adopted under this Code are those
reasonably necessary to prevent Access Persons from violating
this Code.
10. This Code, a copy of each report by an Access Person, any record
of any violation of this Code and any action taken as a result
thereof, any written report hereunder by the any Compliance
Officer of the Company, records of authorizations relating to the
purchase of securities in Initial Public Offerings and Limited
Offerings, and lists of all persons required to make reports and
a list of all persons responsible for reviewing such reports
shall be preserved with the Company's records for the period
required by Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12)
of the Investment Advisers Act of 1940.
VI. CERTIFICATION.
Each Access Person will be required to certify annually that he or she has
read and understood this Code, and will abide by it at all times during which
such person is an Access Person. Each Access Person will further certify that he
or she has disclosed or reported all personal securities transactions required
to be disclosed or reported under this Code of Ethics. A form of such
certification is attached hereto as Exhibit C.
DATE OF ADOPTION: APRIL 21, 2000
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3. Disciplinary action includes but is not limited to any action that has a
material financial effect upon the employee, such as fining, suspending, or
demoting the employee, imposing a substantial fine or requiring the disgorgement
of profits.
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EXHIBIT A
NATIONAL CITY INVESTMENT MANAGEMENT COMPANY
INITIAL/ANNUAL
BENEFICIAL OWNERSHIP REPORT
For the Year/Period Ended _______________________
(month/day/year)
[ ] Check Here if this is an Initial Beneficial Ownership
Report
To: National City Investment Management Company (the "Company")
As of the calendar year/period referred to above, I have a direct or
indirect beneficial ownership interest in the securities listed below which are
required to be reported pursuant to the Company's Code of Ethics (the "Code"):
<TABLE>
<CAPTION>
Title of Number Principal
Security of Shares Amount
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<S> <C> <C>
</TABLE>
The name of any broker, dealer or bank with whom I maintain an account in
which my securities are held for my direct or indirect benefit are as follows:
THIS REPORT (i) EXCLUDES MY BENEFICIAL OWNERSHIP OF "EXEMPT SECURITIES" AS
DEFINED IN THE CODE AND (ii) IS NOT AN ADMISSION THAT I HAVE OR HAD ANY DIRECT
OR INDIRECT BENEFICIAL OWNERSHIP IN THE SECURITIES LISTED ABOVE.
Date: Signature
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Print Name:
-------------------------
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EXHIBIT B
NATIONAL CITY INVESTMENT MANAGEMENT COMPANY
SECURITIES TRANSACTION REPORT
For the Calendar Quarter Ended _______________________
(month/day/year)
To: National City Investment Management Company (the "Company")
During the quarter referred to above, the following transactions
were effected in securities of which I had, or by reason of such transactions
acquired, direct or indirect beneficial ownership, and which are required to be
reported pursuant to the Code of Ethics of the Company:
<TABLE>
<CAPTION>
Nature of Broker/Dealer
Interest Rate Transaction or Bank
Date of Number of Principal and Maturity (Purchase, Through Whom
Security Transaction Shares Amount Date (if applicable) Sale, Other) Price Effected
-------- ----------- ------ ------ -------------------- ------------ ----- --------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
During the quarter referred to above, I established the following
accounts in which securities were held during the quarter for my direct or
indirect benefit:
1. The name of the broker, dealer or bank with whom I established
the account:
2. The date the account was established:
THIS REPORT (i) EXCLUDES TRANSACTIONS IN "EXEMPT SECURITIES" AS
DEFINED IN THE CODE, (ii) EXCLUDES "EXEMPT TRANSACTIONS" AS DEFINED IN THE
CODE, AND (iii) IS NOT AN ADMISSION THAT I HAVE OR HAD ANY DIRECT OR INDIRECT
BENEFICIAL OWNERSHIP IN THE SECURITIES LISTED ABOVE.
Date: Signature:
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Print Name:
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EXHIBIT C
NATIONAL CITY INVESTMENT MANAGEMENT COMPANY
ANNUAL CERTIFICATE
For the Calendar Year Ended ___12/31/____________________
(month/day/year)
To: National City Investment Management Company (the "Company")
Pursuant to the requirements of the Company's Code of Ethics (the
"Code"), the undersigned hereby certifies as follows:
1. I have read the Code.
2. I understand the Code and acknowledge that I am subject to
it.
3. Since the date of the last Annual Certificate (if any) given
pursuant to the Code, I have reported all personal securities
transactions and provided any beneficial ownership reports
required to be reported or provided, respectively, by me under the
requirements of the Code.
Date: ___________________________________
Print Name
___________________________________
Signature
