Exhibit (p) (vi) under Form N-1A
EXHIBIT (99) UNDER ITEM 601/REG. S-K
MARTINDALE ANDRES & COMPANY, LLC
CODE OF ETHICS
JULY 1, 2000
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GENERAL PRINCIPLES:
It is the policy of Martindale Andres & Company, LLC ("MA&Co.") that all
employees, officers and directors act with integrity, competence, dignity and in
an ethical manner when dealing with the public, clients, prospects, employers or
fellow employees. It is the explicit policy of MA&Co. that employees, officers
and directors should at all times:
1. place the interest of their clients first;
2. conduct all personal securities1 transactions in a manner consistent with
the Code of Ethics and avoid any actual or potential conflict of interest
or any abuse of the individual's position of trust and responsibility;
3. adhere to the fundamental standard that MA&Co. personnel should not
take inappropriate advantage of their positions.
GOVERNING STANDARDS
This Code of Ethics shall be governed by Rule 17j-1 of the Investment Company
Act of 1940 (the "1940 Act"), the Investment Company Institute's Guidelines on
Personal Investing, and the Investment Advisers Act of 1940 275.204-2.
In connection with the purchase or sale by any employee, officer or director of
any security held or to be acquired2 by the adviser for any client portfolio or
Fund3, it will be a violation of this Code of Ethics to:
1. employ any device, scheme or artifice to defraud;
2. make any untrue statements of a material fact to a Fund or omit to state a
material fact necessary in order to make the statements made to a Fund, in
light of the circumstances under which they are made, not misleading;
3. engage in any act, practice or course of business which operates or would
operate as a fraud or deceit upon a client portfolio or Fund; or
4. engage in any manipulative practice with respect to a client portfolio or
Fund.
SUBSTANTIVE RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES
1. Initial Public Offerings
Access Persons4, Advisory Persons5 and Investment Personnel6 are prohibited
from acquiring any equity or equity-related securities in an initial public
offering. Employees and directors are not prevented however from purchasing
government issues, municipal bonds and other government guaranteed
securities, provided such securities are exempted from this Code as provided
by footnote one.
2. Private Placements7
Access Persons, Advisory Persons and Investment Personnel shall, when
purchasing securities in a private placement:
a. obtain the prior written approval of a Chief Investment Officer or his
delegate.
b. disclose the investment when involved in any subsequent decision to invest
in the issuer on behalf of any clients, and refer the decision to purchase
securities of the issuer to the Chief Investment Officer or his delegate.
3. Blackout Periods
Access Persons, Advisory Persons and Investment Personnel are prohibited
from executing a securities transaction on a day when the adviser has a
pending "buy" or "sell" order in the same security until that order is
executed or withdrawn. Any profits realized on trades within the proscribed
periods will be disgorged. Any portfolio manager of a Fund is prohibited
from buying or selling a security within at least seven calendar days before
or after a Fund that he or she manages trades in that security.
4. Short Term Trading Profits
Investment Personnel are discouraged from profiting in the purchase and
sale, or the sale and purchase, of the same (or equivalent) securities
within 60 calendar days. Trading activity is monitored via the Pre-clearance
of Personal Transactions Requirement (see below). Any profits realized on
trades within the proscribed period that may pose a potential conflict of
interest with the interest of the client will be disgorged.
5. Gifts
All employees, officers and directors are prohibited from receiving any gift
or other item with a value of more than $100 from any person or entity that
does business with or on behalf of the adviser.
6. Service as Director
Access Persons, Advisory Persons and Investment Personnel are prohibited
from serving on the boards of directors of publicly traded companies
without prior written approval of MA&Co.'s Board of Directors and the
approval of Keystone Financial Inc., if appropriate.
DISCLOSURE AND REPORTING REQUIREMENTS
1. Pre-clearance of Personal Transactions
Access Persons, Advisory Persons and Investment Personnel are required to
pre-clear with the Chief Investment Officer or his delegate all transactions
in securities in which the person has, or by reason of the transaction
acquires, any direct or indirect beneficial ownership8 to ensure that the
Company is not trading in that security. A list of approved
officers/delegates appears in Exhibit D. IN THE EVENT AN OFFICER/DELEGATE
QUESTIONS THE PROPRIETY OF A TRADE REQUEST FROM ANOTHER OFFICER, HE/SHE
SHOULD REFER THE QUESTION TO A THIRD PARTY OFFICER/DELEGATE FOR REVIEW.
2. Records of Securities Transactions
Access Persons, Advisory Persons and Investment Personnel are required to
direct their brokers to provide the Chief Compliance Officer, on a timely
basis, duplicate copies of confirmations of all personal securities
transactions and copies of periodic statements for all securities accounts.
Reportable transactions do not include securities issued or guaranteed by the
United States Government or its agencies; (2) bankers acceptances; (3) bank
certificates of deposit; (4) commercial paper; and (5) shares of registered
open-end investment companies.
3. Disclosure of Personal Holdings
Access Persons, Advisory Persons and Investment Personnel are required to
disclose all personal securities holdings within 10 days of commencement of
employment WITH PERIODIC UPDATES AS REQUIRED BY EXHIBITS B AND C.
4. Certification of Compliance with the Code of Ethics
All employees, officers and directors are required to certify annually that
they have read and understand the Code of Ethics. They must further certify
that they have complied with the requirements of the Code of Ethics and that
they have disclosed or reported all personal securities transactions required
to be disclosed or reported.
COMPLIANCE PROCEDURES
In order to provide MA&Co. with information to determine with reasonable
assurance whether the provisions of the Code of Ethics are being observed by
employees and directors:
1. The Chief Compliance Officer shall notify each person of the reporting
requirements of the Code of Ethics and shall deliver a copy of the Code to
each person.
2. Each person shall submit to the Chief Compliance Officer on an annual basis,
an Annual Certification of Compliance with the Code of Ethics as prescribed
in Exhibit A. The annual certification shall be filed with the Chief
Compliance Officer within ten days after calendar year end.
3. Each person shall submit to the Chief Compliance Officer upon commencement of
employment and thereafter on an annual basis, reports in the form prescribed
in Exhibit B, Personal Securities Holdings. The annual report shall be filed
with the Chief Compliance Officer within twenty calendar days after year end
and the information contained in the report must be current as of a date no
more than 30 days before the report is submitted.
4. Each person shall submit to the Chief Compliance Officer on a quarterly basis
reports in the form prescribed in Exhibit C. - Personal Securities
Transactions. Quarterly reports shall be filed with the Chief Compliance
Officer within ten days of the end of the calendar quarter.
5. Decisions regarding pre-clearance of securities transactions for employees
and directors shall be documented in writing by the Chief Investment Officer
or his delegate. Each person shall make arrangements with their broker to
provide the Chief Compliance Officer with copies of confirmations of all
personal securities transactions and copies of periodic statements for all
securities accounts.
6. The Chief Compliance Officer shall report at least annually to the Board of
Directors regarding company and employee compliance with this Code of Ethics
and on any apparent violation of the reporting requirements.
7. The Board of Directors shall consider all reports submitted for review and
shall determine whether any policies in the Code of Ethics have been
violated, and what sanctions, if any, should be imposed. Further the Board of
Directors shall review the operation of this policy at least annually or as
dictated by any changes in applicable securities regulations.
8. This Code of Ethics, a copy of each Personal Securities Holding Report and
Personal Securities Transactions Report by parties covered in the Code, any
written report prepared by the Chief Compliance Officer, and lists of all
persons required to make or review reports shall be preserved with
MA&Co. for the period required by Rule 17j-1 under the 1940 Act.
Exhibit A
MARTINDALE ANDRES & COMPANY, LLC
CODE OF ETHICS
ANNUAL CERTIFICATION OF COMPLIANCE
-------------
YEAR
As an employee, officer or director of Martindale Andres & Company, LLC I
certify that I have read and understand the company's Code of Ethics. I further
certify that I have complied with the requirements of the Code and, if required,
that I have disclosed or reported all personal securities holdings and/or
transactions required to be reported by the Code.
Signature _____________________________________ Date ____________________
Print Name___________________________________________
Exhibit B
MARTINDALE ANDRES & COMPANY, LLC
PERSONAL SECURITIES HOLDINGS REPORT
Initial Report as of _________________
date
or
Annual Report for the calendar year ending 12/31/_____
As an Access Person, Advisory Person or Investment Personnel of Martindale
Andres & Company, LLC., I am disclosing the following information regarding my
personal securities holdings to comply with the company's Code of Ethics. I
further understand that the Code of Ethics does not require me to report (1)
securities issued or guaranteed by the United States Government, its agencies or
instrumentalities: (2) bankers acceptances; (3) bank certificates of deposits;
(4) commercial paper; (5) and shares of registered open-end investment
companies.
1. I certify that I have no personal securities holdings that require reporting
for the period indicated above.
Signature ______________________________________ Date ____________________
Print Name __________________________________________
2. I certify that the following personal securities holdings which require
reporting by me are accurate
and complete for the period indicated above.
SECURITY ..TRADE DATE TOTAL SHARES & DOLLAR AMOUNT
------------ ---------- ----------------------------
BANK OR BROKER
Signature ___________________________________________ Date______________________
Print Name __________________________________________
Exhibit C
MARTINDALE ANDRES & COMPANY, LLC
PERSONAL SECURITIES REPORT
For the calendar quarter ending _____________
date
As an Access Person, Advisory Person or Investment Personnel of Martindale
Andres & Company, LLC, I am disclosing the following information regarding my
personal securities to comply with the company's Code of Ethics. I further
understand that the Code of Ethics does not require me to report (1) securities
issued or guaranteed by the United States Government, its agencies or
instrumentalities: (2) bankers acceptances; (3) bank certificates of deposits;
(4) commercial paper; (5) and shares of registered open-end investment
companies.
1. I certify that I have not made purchases or sales of personal securities that
require reporting for the calendar quarter indicated above.
Signature ______________________________________ Date ____________________
Print Name ____________________________________
2. I certify that the following personal securities transactions which require
reporting by me are accurate and complete for the calendar quarter indicated
above. (If account was opened during the quarter, please include the date
opened.)
..................
Total shares &
SECURITY BUY/SELL..........TRADE DATE TRADE PRICE
------------ -------- ---------- ------------
TOTAL $ AMOUNT BANK/BROKER
-------------- -----------
..................
Signature ___________________________________ Date _____________________
Print Name __________________________________________
EXHIBIT D
LIST OF OFFICERS/DELEGATES AUTHORIZED TO APPROVE EMPLOYEE TRADE REQUESTS
William C. Martindale, Jr., Chief Financial Officer
Daniel N. Mullen, Chief Administrative Officer
Robert Mitchell, Portfolio Manager
Harry G. Harper, Chief Compliance Officer
Michael A. Zeiler, Compliance Officer
Sandy Moul, Trader*
Duane D'Orazio
*This authority is invested in whoever the incumbent is in this position.
