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Exhibit (p)(1)
TRUST FOR CREDIT UNIONS
CODE OF ETHICS
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Effective June 17,1991
(as revised October 1, 1995 and July 10, 2000)
While affirming its confidence in the integrity and good faith of all of
its officers and trustees, Trust for Credit Unions (the "Trust") recognizes that
the knowledge of present or future portfolio transactions and, in certain
instances, the power to influence portfolio transactions which may be possessed
by certain of its officers and trustees could place such individuals, if they
engage in personal securities transactions, in a position where their personal
interest may conflict with that of the Trust. In view of the foregoing and of
the provisions of Rule 17j-1(b) under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), the Trust has adopted this Code of
Ethics to specify and prohibit certain types of personal securities transactions
deemed to create conflicts of interest and to establish reporting requirements
and enforcement procedures.
This Code is divided into six parts. The first part contains provisions
applicable to Access Persons (as defined below) of the Trust who are also Access
Persons of Goldman Sachs Asset Management ("GSAM" or the "Adviser"); the second
contains provisions applicable to Access Persons of the Trust who are also
Access Persons of Callahan Financial Services, Inc. ("CFS"); the third contains
certain general provisions; the fourth pertains to trustees who are not
"interested persons" of the Adviser, CFS or the Trust; the fifth pertains to
officers and "interested trustees" who are Access Persons of the Trust but not
Access Persons of the Adviser or CFS; and the sixth contains record-keeping and
other provisions. The Adviser and CFS impose stringent reporting requirements
and restrictions on the personal securities transactions of their Access
Persons. The Trust has determined that the high standards of ethics in the area
of personal investing which have been established by the Adviser and CFS may,
without change, be appropriately applied by the Trust to those Access Persons of
the Trust who are also Access Persons of the Adviser or CFS. Such persons may
have frequent opportunities for knowledge of and, in some cases, influence over,
Trust portfolio transactions. In the experience of the Trust, officers and
interested trustees who are not Access Persons of the Adviser or CFS, and
trustees who are not "interested persons," have comparatively less current
knowledge and considerably less influence over specific purchases and sales of
securities by the Trust. Therefore, this Code contains separate provisions
applicable to such officers and trustees.
Definitions.
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As used herein, the following terms shall have the following meanings:
(1) "Access Person" with respect to the Trust means any trustee,
officer or Advisory Person of the Trust. "Access Person"
with respect to
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GSAM means (because GSAM is a unit within the Investment
Management Division, a separate operating division of
Goldman, Sachs & Co. and Goldman, Sachs & Co. is primarily
engaged in a business other than advising registered
investment companies or other advisory clients) only those
officers, general partners or Advisory Persons (as defined
below) of GSAM who make recommendations or participate in
the determination of which recommendations shall be made to
the Trust, or whose principal function or duties relate to
the determination of which recommendations shall be made to
the Trust, or who, in connection with their duties, obtain
any information concerning such recommendations on Covered
Securities (as defined below) which are being made to the
Trust. "Access Person" with respect to CFS means any
director, officer or general partner of the Underwriter who,
in the ordinary course of business, makes, participates in
or obtains information regarding, the purchase or sale of
Covered Securities by an Investment Company for which the
principal underwriter acts, or whose functions or duties in
the ordinary course of business relate to the making of any
recommendation to an Investment Company regarding the
purchase or sale of Covered Securities.
(2) "Advisory Person" means (i) any officer or employee of the
Trust or the Adviser (or any company in a control
relationship to the Trust or the Adviser), as the case may
be, who, in connection with his or her regular functions or
duties, makes, participates in, or obtains information
regarding, the purchase or sale of a Covered 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 or the Adviser, as the case may be, who obtains
information concerning recommendations made on behalf of the
Trust with regard to the purchase or sale of a Covered
Security.
(3) "Beneficial ownership" of a security shall be interpreted in
the same manner as it would be under Rule 16a-1(a)(2) of the
Securities Exchange Act of 1934, as amended ("Exchange
Act"), in determining whether a person is the beneficial
owner of a security for purposes of Section 16 of the
Exchange Act and the rules and regulations promulgated
thereunder.
(4) "Control" has the same meaning as that set forth in Section
2(a)(9) of the Investment Company Act. Section 2(a)(9)
generally provides that "control" means the power to
exercise a controlling influence over the management or
policies of a company, unless such power is solely the
result of an official position with such company.
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(5) "Covered Security" means a security as defined in Section
2(a) (36) of the Investment Company Act, except that it does
not include:
(i) direct obligations of the Government of the United
States; (ii) banker's acceptances, bank certificates of
deposit, commercial paper and high quality short-term debt
instruments (any instrument having a maturity at issuance of
less than 366 days and that is in one of the two highest
rating categories of a nationally recognized statistical
rating organization), including repurchase agreements; and
(iii) shares of registered open-end investment companies.
(6) "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 Investment Company Act.
(7) "Purchase or sale of a Covered Security" includes, among
other things, the writing of an option to purchase or sell a
Covered Security or any security that is exchangeable for or
convertible into another security.
(8) "Review Officer" means the officer of the Trust, the Adviser
or CFS designated from time to time to receive and review
reports of purchases and sales by Access Persons. The term
"Alternative Review Officer" means the officer of the Trust,
the Adviser or CFS designated from time to time to receive
and review reports of purchases and sales by the Review
Officer, and who shall act in all respects in the manner
prescribed herein for the Review Officer. It is recognized
that a different Review Officer and Alternative Review
Officer may be designated with respect to the Trust, the
Adviser and CFS.
(9) A security is "being considered for purchase or sale" by the
Trust 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.
(10) A security is "held 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 or has been considered by the Adviser for
purchase by the Trust.
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I. RULES APPLICABLE TO ACCESS PERSONS OF THE TRUST WHO ARE ALSO ACCESS
PERSONS OF THE ADVISER
A. Incorporation of Adviser's Code of Ethics.
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(1) The provisions of the Adviser's Code of Ethics, which is
attached as Appendix A hereto, are hereby incorporated
herein by reference as the Trust's Code of Ethics applicable
to Access Persons of the Trust who are also Access Persons
of the Adviser, except as provided in Section I-B hereof.
(2) A violation of the Adviser's Code of Ethics shall constitute
a violation of this Code.
B. Reports.
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(1) Access Persons of the Adviser shall file the initial
holdings report, annual holdings report and quarterly
transaction reports required under the Adviser's Code of
Ethics with the Review Officer, and the Review Officer shall
submit his or her initial holdings report, annual holdings
report and quarterly transaction reports with respect to
his/her personal securities holdings and transactions to the
Alternative Review Officer.
(2) With respect to Access Persons of the Adviser, quarterly
transaction reports shall be deemed made with respect to any
account where that person has made provision for transmittal
of all daily trading information regarding the account to be
delivered to the designated Review Officer for his or her
review.
(3) A report filed with the Review Officer (or, in the case of a
report of the Review Officer, with the Alternative Review
Officer) shall be deemed to be filed with the Trust.
II. RULES APPLICABLE TO ACCESS PERSONS OF THE TRUST WHO ARE ALSO ACCESS
PERSONS OF CFS
A. Incorporation of CFS's Code of Ethics.
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(1) The provisions of CFS's Code of Ethics, which is attached as
Appendix B hereto, are hereby incorporated herein by
reference as the Trust's Code of Ethics applicable to Access
Persons of the Trust who are also Access Persons of CFS,
except as provided in Section II-B hereof.
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(2) A violation of CFS's Code of Ethics shall constitute a
violation of this Code.
B. Reports.
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(1) Access Persons of CFS shall file the initial holdings
report, annual holdings report and quarterly transaction
reports required under CFS's Code of Ethics with the Review
Officer, and the Review Officer shall submit his or her
initial holdings report, annual holdings report and
quarterly transaction reports with respect to his/her
personal securities holdings and transactions to the
Alternative Review Officer.
(2) With respect to Access Persons of CFS, quarterly transaction
reports shall be deemed made with respect to any account
where that person has made provision for transmittal of all
daily trading information regarding the account to be
delivered to the designated Review Officer for his or her
review.
(3) A report filed with the Review Officer (or, in the case of a
report of the Review Officer, with the Alternative Review
Officer) shall be deemed to be filed with the Trust.
III. GENERAL
A. Legal Requirements. Section 17(j) of the Investment Company Act
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provides, among other things, that it is unlawful for any
affiliated person of the Trust, including interested and
Disinterested Trustees, among others, to engage in any act,
practice or course of business in connection with the purchase or
sale, directly or indirectly, by such affiliated person of any
security held or to be acquired by the Trust in contravention of
such rules and regulations as the Securities and Exchange
Commission (the "Commission") may adopt to define and prescribe
means reasonably necessary to prevent such acts, practices or
courses of business as are fraudulent, deceptive or manipulative.
Pursuant to Section 17(j), the Commission has adopted Rule 17j-1
which provides, among other things, that it is unlawful for any
affiliated person of the Trust in connection with the purchase or
sale, directly or indirectly, by such person of a Covered Security
held or to be acquired by the Trust:
(1) To employ any device, scheme or artifice to defraud the
Trust;
(2) To make any untrue statement of a material fact to the Trust
or omit to state a material fact necessary in order to make
the statement made to the Trust, in light of the
circumstances under which they were made, not misleading;
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(3) To engage in any act, practice or course of business that
operates or would operate as a fraud or deceit upon the
Trust; or
(4) To engage in any manipulative practice with respect to the
Trust.
B. Statement of Policy. It is the policy of the Trust that no Access
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Person shall engage in any act, practice or course of conduct that
would violate the provisions of Rule 17j-1. The fundamental
position of the Trust is, and has been, that each Access Person
shall place at all times the interests of the Trust and its
shareholders first in conducting personal securities transactions.
Accordingly, personal securities transactions by Access Persons of
the Trust must be conducted in a manner consistent with this Code
and so as to avoid any actual or potential conflict of interest or
any abuse of an Access Person's position of trust and
responsibility. Further, Access Persons should not take
inappropriate advantage of their positions with or relationship to
the Trust.
Without limiting in any manner the fiduciary duty owed by Access
Persons to the Trust or the provisions of this Code, it should be
noted that the Trust considers it proper that purchases and sales
be made by its Access Persons in the marketplace of securities
owned by the Trust; provided, however, that such personal
securities transactions comply with the spirit of, and the
specific restrictions and limitations set forth in, this Code. In
making personal investment decisions with respect to any security,
however, extreme care must be exercised by Access Persons to
ensure that the prohibitions of this Code are not violated. It
bears emphasis that technical compliance with the procedures,
prohibitions and limitations of this Code will not automatically
insulate from scrutiny personal securities transactions which show
a pattern of abuse by an Access Person of his or her fiduciary
duty to the Trust.
C. Exempted Transactions. The Statement of Policy set forth above
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shall be deemed not to be violated by and the prohibitions of
Section IV-A or V-A of this Code shall not apply to:
(1) Purchases or sales of securities effected for, or held in,
any account over which the Access Person has no direct or
indirect influence or control;
(2) Purchases or sales of securities which are not eligible for
purchase or sale by the Trust;
(3) Purchases or sales of securities which are non-volitional on
the part of either the Access Person or the Trust;
(4) Purchases or sales of securities which are part of an
automatic dividend reinvestment, cash purchase or withdrawal
plan provided that no adjustment is made by the Access
Person to the rate at which
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securities are purchased or sold, as the case may be, under
such a plan during any period in which the security is being
considered for purchase or sale by the Trust;
(5) Purchases of securities effected upon the exercise of rights
issued by an issuer pro rata to all holders of a class of
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its securities, to the extent such rights were acquired from
such issuer, and sales of such rights so acquired;
(6) Tenders of securities pursuant to tender offers which are
expressly conditioned on the tender offer's acquisition of
all of the securities of the same class;
(7) Purchases or sales of publicly-traded shares of companies
that have a market capitalization in excess of $10 billion;
(8) Other purchases or sales which do not cause the Access
Person to gain improperly a personal benefit through his or
her relationship with the Trust and are only remotely
potentially harmful to the Trust because the securities
transaction involves a small number of shares of an issuer
with a large market capitalization and high average daily
trading volume or would otherwise be very unlikely to affect
a highly institutional market; and
(9) Purchases or sales of securities previously approved by an
individual appointed from time to time by the President for
this purpose, which approval shall be confirmed in writing
and shall be based upon a determination that such
transaction did not violate the purpose or spirit of this
Code.
IV. RULES APPLICABLE TO DISINTERESTED TRUSTEES
A. Prohibited Purchases and Sales. While the scope of actions which
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may violate the Statement of Policy set forth in Section III-B
cannot be exactly defined, such actions would always include at
least the following prohibited activities. No Disinterested
Trustee shall purchase or sell, directly or indirectly, any
Covered Security in which he or she has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership
if such trustee, at the time of the transaction, knows 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 or after the date of the contemplated
transaction by the trustee:
(1) the Covered Security is being considered for purchase or
sale by the Trust;
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(2) the Covered Security is being purchased or sold by the
Trust; or
(3) the Covered Security was purchased or sold by the Trust.
B. Reporting
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(1) Every Disinterested Trustee shall file with the Review
Officer or his or her designee a report containing the
information described below in Section IV-B(2) of this Code
with respect to transactions in any Covered Security in
which such Disinterested Trustee has, or by reason of such
transaction acquires or disposes of, any direct or indirect
beneficial ownership, whether or not one of the exemptions
listed in Section III-C applies; provided, however, that a
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Disinterested Trustee shall not be required to file a
report: (a) unless such trustee, at the time of the
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
or after the date of the transaction by the trustee: (i)
such Covered Security is or was purchased or sold by the
Trust; or (ii) such Covered Security was being considered
for purchase or sale by the Trust or the Adviser for a
portfolio of the Trust; or (b) with respect to transactions
effected for any account over which such person does not
have any direct or indirect influence or control.
Notwithstanding the preceding sentence, any Disinterested
Trustee may, at his or her option, report the information
described in Section IV-B(2) with respect to any one or more
transactions in any Covered Security in which such person
has, or by reason of the transaction acquires or disposes
of, any direct or indirect beneficial ownership.
(2) Quarterly Transaction Reports. Every report shall be made
not later than 10 days after the end of the calendar quarter
in which the transaction to which the report related was
effected, and shall contain the following information:
(a) The date of the transaction, the title, the interest
rate and maturity date (if applicable), the class and
number of shares, and the principal amount of each
Covered Security involved;
(b) The nature of the transaction (i.e., purchase, sale or
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any other type of acquisition or disposition);
(c) The price of the Covered Security at which the
transaction was effected;
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(d) The name of the broker, dealer or bank with or through
whom the transaction was effected;
(e) The date that the report is submitted; and
(f) With respect to any account established by a
Disinterested Trustee in which any securities were
held during the quarter for the direct or indirect
benefit of the Disinterested Trustee:
(i) The name of the broker, dealer or bank with whom
the Disinterested Trustee established the
account;
(ii) The date the account was established; and
(iii) The date that the report was submitted by the
Disinterested Trustee.
(3) If no transactions in any securities required to be reported
under Section IV-B(1) were effected during a quarterly
period by a Disinterested Trustee, such Disinterested
Trustee shall submit to the Review Officer a report not
later than ten (10) days after the end of such quarterly
period stating that no reportable securities transactions
were effected.
(4) Every report concerning a purchase or sale prohibited under
Section IV-A hereof with respect to which the reporting
person relies upon one of the exemptions provided in Section
III-C shall contain a brief statement of the exemption
relied upon and the circumstances of the transaction.
(5) Any such report may contain a statement that the report
shall not be construed as an admission by the person making
such report that (a) he or she has any direct or indirect
beneficial ownership in the Covered Security to which the
report relates (a "Subject Security") or (b) he or she knew
or should have known that, within the 15-day time period
described in Section IV-B(1) above, a Subject Security was
being purchased or sold, or considered for purchase or sale,
by the Trust.
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V. RULES APPLICABLE TO OFFICERS AND INTERESTED TRUSTEES WHO ARE NOT ACCESS
PERSONS OF THE ADVISER OR CFS
A. Prohibited Purchases and Sales. While the scope of actions which
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may violate the Statement of Policy set forth in Section III-B
cannot be exactly defined, such actions would always include at
least the following prohibited activities.
(1) No officer or interested trustee who is not an Access Person
of the Adviser or CFS ("Section V Reporting Person") shall
purchase or sell, directly or indirectly, any Covered
Security in which he or she has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership and which to his or her actual knowledge at the
time of such purchase or sale the Covered Security:
(a) is being considered for purchase or sale by an
investment company; or
(b) is being purchased or sold by an investment company.
(2) No Section V Reporting Person shall reveal to any other
person (except in the normal course of his or her duties on
behalf of an investment company) any information regarding
securities transactions by an investment company or
consideration by an investment company or the Adviser of any
such securities transaction.
(3) No Section V Reporting Person shall engage in, or permit
anyone within his or her control to engage in, any act,
practice or course of conduct which would operate as a fraud
or deceit upon, or constitute a manipulative practice with
respect to, an investment company or any issuer of any
Covered Security owned by an investment company.
B. Reporting.
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(1) Every Section V Reporting Person shall report to the Review
Officer the information (a) described in Section V-B(3) of
this Code with respect to transactions in any Covered
Security in which such Section V Reporting Person has, or by
reason of such transaction acquires or disposes of, any
direct or indirect beneficial ownership in the Covered
Security or (b) described in Section V-B(4) and V-B(5) of
the Code with respect to securities holdings beneficially
owned by each Section V Reporting Person.
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(2) Notwithstanding Section V-B(1) of this Code, Section V
Reporting Persons need not make a quarterly transaction
report where the report would duplicate information
contained in broker trade confirmations or account
statements received by the Trust or the Adviser in the time
period prescribed in Section V-B(3).
(3) Quarterly Transaction Reports. Unless quarterly transaction
reports are deemed to have been made under Section V-B(2) of
this Code, every quarterly transaction report shall be made
not later than 10 days after the end of the calendar quarter
in which the transaction to which the report relates was
effected, and shall contain the following information:
(a) The date of the transaction, the title, the interest
rate and maturity date (if applicable), the class and
number of shares, and the principal amount of each
Covered Security involved;
(b) The nature of the transaction (i.e., purchase, sale or
any other type of acquisition or disposition);
(c) The price of the Covered Security at which the
transaction was effected;
(d) The name of the broker, dealer or bank with or through
whom the transaction was effected;
(e) The date that the report was submitted by a Section V
Reporting Person; and
(f) With respect to any account established by the Section
V Reporting Person in which any securities were held
during the quarter for the direct or indirect benefit
of the Section V Reporting Person:
(i) The name of the broker, dealer or bank with whom
the Section V Reporting Person established the
account;
(ii) The date the account was established; and
(iii) The date that the report was submitted by the
Section V Reporting Person.
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(4) Initial Holdings Reports. No later than 10 days after
becoming a Section V Reporting Person, each Section V
Reporting Person must submit a report containing the
following information:
(a) The title, number of shares and principal amount of
each Covered Security in which the Section V Reporting
Person had any direct or indirect beneficial ownership
when the person became a Section V Reporting Person;
(b) The name of any broker, dealer or bank with whom the
Section V Reporting Person maintained an account in
which any securities were held for the direct or
indirect benefit of the Section V Reporting Person as
of the date the person became a Section V Reporting
Person; and
(c) The date that the report is submitted by the Section V
Reporting Person.
(5) Annual Holdings Reports. Between January 1st and January
30th of each calendar year, every Section V Reporting Person
shall submit the following information (which information
must be current as of a date no more than 30 days before the
report is submitted):
(a) The title, number of shares and principal amount of
each Covered Security in which the Section V Reporting
Person had any direct or indirect beneficial
ownership;
(b) The name of any broker, dealer or bank with whom the
Section V Reporting Person maintains an account in
which any Covered Securities are held for the direct
or indirect benefit of the Section V Reporting Person;
and
(c) The date that the report is submitted by the Section V
Reporting Person.
(6) If no transactions in any securities required to be reported
under Section V-B(3) were effected during a quarterly period
by an Section V Reporting Person, such Section V Reporting
Person shall report to the Review Officer not later than 10
days after the end of such quarterly period stating that no
reportable securities transactions were effected.
(7) These reporting requirements shall apply whether or not one
of the exemptions listed in Section III-C applies except
that an Section V Reporting Person shall not be required to
make a report with respect to securities transactions
effected for, and any Covered Securities
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held in, any account over which such Section V Reporting
Person does not have any direct or indirect influence or
control. Every report concerning a securities transaction
with respect to which the reporting person relies upon one
of the exemptions provided in Section III-C shall contain a
brief statement of the exemption relied upon and the
circumstances of the transaction.
(8) Any such report may contain a statement that the report
shall not be construed as an admission by the person making
such report that (a) he or she has or had any direct or
indirect beneficial ownership in the Covered Security to
which the report relates (a "Subject Security") or (b) he or
she knew or should have known that the Subject Security was
being purchased or sold, or considered for purchase or sale,
by an investment company on the same day.
VI. MISCELLANEOUS
A. Approval of Code of Ethics and Amendments to the Code of Ethics.
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The board of trustees, including a majority of the Disinterested
Trustees, shall approve this Code of Ethics, and any material
amendments to this Code of Ethics. Such approval must be based on
a determination that the Code of Ethics contains provisions
reasonably necessary to prevent Access Persons of the Trust from
engaging in any conduct prohibited under this Code of Ethics and
under Rule 17j-1 under the Investment Company Act.
B. Annual Certification of Compliance. Each Access Person shall
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certify to the Review Officer annually on the form annexed hereto
as Form A that he or she (1) has read and understands this Code of
Ethics and any procedures that are adopted by the Trust related to
this Code and recognizes that he or she is subject thereto, (2)
has complied with the requirements of this Code of Ethics and such
procedures and (3) has disclosed or reported all personal
securities transactions and beneficial holdings in Covered
Securities required to be disclosed or reported pursuant to the
requirements of this Code of Ethics and any related procedures.
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C. Review of Reports.
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(1) The Review Officer or his or her designee shall compare the
reported personal securities transactions of each Access
Person with completed and contemplated portfolio
transactions of the Trust to determine whether any
transactions that violate this Code may have occurred (a
"Reviewable Transaction"). In the case of reports of
personal securities transactions of the Review Officer, the
Alternative Review Officer shall perform such comparison.
Before making any determination that a violation has been
committed by any Access Person, the Review Officer (or
Alternative Review Officer, as the case may be) shall
provide such Access Person an opportunity to supply
additional explanatory material for the purposes of
demonstrating that such transactions did not violate this
Code.
(2) With respect to Disinterested Trustees, if the Review
Officer determines that a Reviewable Transaction may have
occurred, he or she shall submit the report and pertinent
information concerning completed or contemplated portfolio
transactions of the Trust to counsel for the Disinterested
Trustees. Such counsel shall determine whether a violation
of this Code may have occurred, taking into account all the
exemptions provided under Section III-C. Before making any
determination that a violation has been committed by a
Disinterested Trustee, such counsel shall give the
Disinterested Trustee an opportunity to supply additional
information regarding the transaction in question.
(3) With respect to Access Persons who are not Disinterested
Trustees, if the Review Officer determines that a Reviewable
Transaction may have occurred, he or she shall submit his
written determination, together with the confidential
quarterly report and any additional explanatory material
provided by the Access Person, to the President of the Trust
(or any Vice President of the Trust if the actions of the
President are at issue), who shall make an independent
determination of whether a violation of this Code has
occurred.
D. Board Reports. On an annual basis, the Review Officer shall
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prepare for the board of trustees and the board of trustees shall
consider:
(1) A report on the level of compliance during the previous year
by all Access Persons with this Code and any related
procedures adopted by the Trust, including without
limitation the percentage of reports timely filed and the
number and nature of all material violations and sanctions
imposed in response to material violations. An Alternative
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Review Officer shall prepare reports with respect to
compliance by the Review Officer.
(2) A report identifying any recommended changes to existing
restrictions or procedures based upon the Trust's experience
under this Code, evolving industry practices and
developments in applicable laws or regulations.
(3) A report certifying to the board of trustees that the Trust
has adopted procedures that are reasonably necessary to
prevent Access Persons from violating this Code of Ethics.
E. Sanctions.
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(1) With respect to Disinterested Trustees, if counsel for the
Disinterested Trustees determines that a violation of the
Code has occurred, they shall so advise the President of the
Trust and a committee consisting of the Disinterested
Trustees, other than the Disinterested Trustee whose
transaction is under consideration, and shall provide the
committee with the report, the record of pertinent actual or
contemplated portfolio transactions of the Trust and any
additional material supplied by such Disinterested Trustee.
The committee, at its option, shall either impose such
sanction(s) as it deems appropriate or refer the matter to
the board of trustees, which shall impose such sanction(s)
as are deemed appropriate.
(2) With respect to Access Persons who are not Disinterested
Trustees, if the President (or a Vice President, as the case
may be) finds that a violation of this Code has occurred, he
or she shall impose such sanctions as he or she deems
appropriate and shall report the violation and the
sanction(s) imposed to the board of trustees of the Trust.
(3) Sanctions for violation of this Code include, but are not
limited to, one or more of the following: removal or
suspension from office, termination of employment, a letter
of censure and/or restitution to the Trust of an amount
equal to the advantage that the offending person gained by
reason of such violation. In addition, as part of any
sanction, the Access Person may be required to reverse the
trade(s) at issue and forfeit any profit or absorb any loss
from the trade. It is noted that violations of this Code by
an Access Person may also result in criminal prosecution or
civil action.
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F. Amendments to the Adviser's and CFS's Codes of Ethics. Any
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material amendment to the Code of Ethics of either the Adviser or
CFS shall be deemed an amendment to Section I-A or II-A of this
Code and must be approved by the board of trustees no later than
six months after the adoption of the material change. Before
approving any material amendments to the Adviser's of CFS's Code
of Ethics, the board must receive a certification from the Adviser
or CFS, as applicable, that it has adopted procedures reasonably
necessary to prevent Access Persons from violating its Code of
Ethics.
G. Records. The Trust shall maintain records in the manner and to
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the extent set forth below, which records may be maintained on
microfilm under the conditions described in Rule 31a-2(f)(1) and
Rule 17j-1 under the Investment Company Act and shall be available
for examination by representatives of the Commission.
(1) A copy of this Code and any other code which is, or at any
time within the past five years has been, in effect shall be
preserved for a period of not less than five years in an
easily accessible place;
(2) A record of any violation of this Code and of any action
taken as a result of such violation shall be preserved in an
easily accessible place for a period of not less than five
years following the end of the fiscal year in which the
violation occurs;
(3) A copy of each initial holdings report, annual holdings
report and quarterly transaction report made by an Access
Person pursuant to this Code (including any information
provided under Section V-B(2)) shall be preserved for a
period of not less than five years from the end of the
fiscal year in which it is made, the first two years in an
easily accessible place;
(4) A list of all persons who are, or within the past five years
have been, required to make initial holdings, annual
holdings or quarterly transaction reports pursuant to this
Code shall be maintained in an easily accessible place;
(5) A list of all persons, currently or within the past five
years who are or were responsible for reviewing initial
holdings, annual holdings or quarterly transaction reports
shall be maintained in an easily accessible place; and
(6) A copy of each report required by Section VI-D of this Code
shall be maintained for at least five years after the end of
the fiscal year in which it was made, the first two years in
an easily accessible place.
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H. Confidentiality. All reports of securities transactions, holdings
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reports and any other information filed with the Trust pursuant to
this Code shall be treated as confidential, except that reports of
securities transactions hereunder will be made available to the
Commission or any other regulatory or self-regulatory organization
to the extent required by law or regulation or to the extent the
Trust considers necessary or advisable in cooperating with an
investigation or inquiry by the Commission or any other regulatory
or self-regulatory organization.
I. Interpretation of Provisions. The board of trustees may from time
----------------------------
to time adopt such interpretations of this Code as it deems
appropriate.
J. Exceptions to the Code. Although exceptions to the Code will
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rarely, if ever, be granted, a designated officer of the Trust,
after consultation with the Review Officer, may make exceptions on
a case by case basis, from any of the provisions of this Code upon
a determination that the conduct at issue involves a negligible
opportunity for abuse or otherwise merits an exception from the
Code. All such exceptions must be received in writing by the
person requesting the exception before becoming effective. The
Review Officer shall report any exception to the board of trustees
of the Trust at the next regularly scheduled board meeting.
K. Identification of Access Persons. The Review Officer shall
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identify all persons who are considered to be "Access Persons" and
shall inform such persons of their respective duties and provide
them with copies of this Code and any related procedures adopted
by the Trust.
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