Exhibit (P) under Form N-1A
Exhibit 99 under Item 601/Reg SK
HIBERNIA NATIONAL BANK
CODE OF ETHICS FOR ACCESS PERSONS
TABLE OF CONTENTS
SECTION PAGE
1. General Fiduciary Principles 2
2. Definitions 2
3. Exempt Transactions 4
4. Prohibited Transactions and Activities 4
5. Pre-clearance Requirement and Exempted 5
Transactions
6. Prohibition on the Receipt of Gifts 7
7. REPORTING REQUIREMENTS 8
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Initial Reporting Requirements 8
Quarterly Reporting Requirements 8
Annual Reporting Requirements 9
Exemption for Disinterested Directors 10
8. Sanctions 10
Procedures for Prior Approval of Personal 11
Securities Transactions by Access Persons
o Preclearing Foreign Securities 12
Procedures for the Reporting and Review of 18
Personal Transaction Activity
HIBERNIA NATIONAL BANK
CODE OF ETHICS REGARDING PERSONAL SECURITIES TRADING
Pursuant to rule 17j-1 under the Investment Company Act of 1940, this Code of
Ethics has been adopted on behalf of the Adviser and the Funds.*
I. GENERAL FIDUCIARY PRINCIPLES
A. Each Access Person:
1. must place the Funds' interests ahead of the Access Person's personal
interests;
2. must avoid conflicts or apparent conflicts of interest with the Funds; and
3. must conduct his or her personal transactions in a manner which neither
interferes with Fund portfolio transactions nor otherwise
takes unfair or inappropriate advantage of the Access Person's
relationship to the Fund.
The failure to recommend or purchase a Covered Security for the
Fund may be considered a violation of this Code.
A. Every Access Person must adhere to these general fiduciary
principles, as well as comply with the specific provisions and
Associated Procedures of this Code. TECHNICAL COMPLIANCE WITH THE
TERMS OF THIS CODE AND THE ASSOCIATED PROCEDURES MAY NOT BE
SUFFICIENT WHERE THE TRANSACTIONS UNDERTAKEN BY AN ACCESS PERSON
SHOW A PATTERN OF ABUSE OF THE ACCESS PERSON'S FIDUCIARY DUTY.
I. DEFINITIONS
A. The "1940 Act" means the Investment Company Act of 1940, as amended.
A. "Access Person" means any director, officer or Advisory Person of the
Adviser.
A. "Adviser" means Hibernia National Bank.
A. "Advisory Person" means (i) any employee of the Adviser or of any company
in a control relationship to the Adviser, who, in connection with the
employee's regular functions or duties, makes, participates in, or obtains
information regarding the purchases or sales of a Covered Security by the
Fund, 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 Fund who obtains information concerning
recommendations made to the Fund with regard to the purchase or sale of a
Covered Security.
A. "Associated Procedures" means those policies, procedures and/or statements
that have been adopted by the Adviser and which are designed to supplement
this Code and its provisions.
A. "Beneficial ownership" will be attributed to an Access Person in all
instances where the Access Person (i) possesses the ability to purchase or
sell the Covered Securities (or the ability to direct the disposition of
the Covered Securities); (ii) possesses voting power (including the power
to vote or to direct the voting) over such Covered Securities; or (iii)
receives any benefits substantially equivalent to those of ownership.
Beneficial ownership shall be interpreted in the same manner as it would be
in determining whether a person is subject to the provisions of Section
16a-1(a)(2) of the Securities Exchange Act of 1934, and the rules and
regulations thereunder, except that the determination of direct or indirect
beneficial ownership shall apply to all Covered Securities which an Access
Person has or acquires.
A. "Chief Investment Officer" means the individual within the Adviser's
organization to whom all other Investment Personnel report, or in such
individual's absence or incapacity, such individual's designee. With
respect to the personal securities transactions of that individual, the
term Chief Investment Officer is deemed to refer to that individual's
immediate superior within the Adviser's organization.
A. "Control" shall have the same meaning as that set forth in Section 2(a)(9)
of the 1940 Act.
A. Except as provided in this definition, "Covered Security" shall include any
Security, including without limitation: equity and debt securities;
derivative securities, including options on and warrants to purchase equity
or debt securities; shares of closed-end investment companies; investments
in unit investment trusts; and Related Securities. "Related Securities" are
instruments and securities that are related to, but not the same as, a
Covered Security. For example, a Related Security may be convertible into a
Covered Security, or give its holder the right to purchase the Covered
Security. For purposes of reporting, "Covered Security" shall include
futures, swaps and other derivative contracts.
"Covered Security" shall not include: direct obligations of the Government
of the United States (regardless of their maturities); bankers' acceptances;
bank certificates of deposit; commercial paper; high quality short-term debt
instruments, including repurchase agreements; and shares of registered open-end
investment companies.
A. "Fund" means Hibernia Funds, an investment company registered under the
1940 Act (and any series or portfolios of such company), and any other
account managed by the Adviser.
A. "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.
A. "Investment Personnel" include: Access Persons with direct responsibility
and authority to make investment decisions affecting the Fund (such as
portfolio managers and chief investment officers); Access Persons who
provide information and advice to such portfolio managers (such as
securities analysts); and Access Persons who assist in executing investment
decisions for the Fund (such as traders).
A. "Private Placement" or "limited offering" means an offering that is exempt
from registration under Section 4(2) or Section 4(6) of the Securities Act
of 1933 or pursuant to rule 504, rule 505 or rule 506 under the Securities
Act of 1933.
A. "Purchase or sale of a Covered Security" includes, INTER ALIA, the writing
of an option, future or other derivative contract to purchase or sell a
Covered Security.
A. "Security" shall have the meaning set forth in Section 2(a)(36) of the 1940
Act.
I. EXEMPT TRANSACTIONS
The prohibitions or requirements of Section 4 and Section 5 of this Code
shall not apply to:
A. Purchases or sale of the following Securities:
1. direct obligations of the Government of the United States (regardless of
their maturities). This exemption does not apply to indirect obligations of
the U.S. Government, including FNMAs, GNMAs or FHLMCs.
2. bankers' acceptances;
3. bank certificates of deposit;
4. commercial paper;
5. high quality short-term debt instruments, including repurchase
agreements; and
6. shares of registered open-end investment companies.
A. Purchases or sales effected in any account over which the Access Person has
no direct or indirect influence or control.
I. PROHIBITED TRANSACTIONS AND ACTIVITIES
A. Every Access Person is prohibited from acquiring any Security in an initial
public offering or in a private placement or other limited offering,
without the express prior approval of the Chief Investment Officer. In
instances where an Investment Personnel, after receiving prior approval,
acquires a Security in an initial public offering or private placement, the
Investment Personnel has an affirmative obligation to disclose this
investment to the Chief Investment Officer (or his designee) if the
Investment Personnel participates in any subsequent consideration of any
potential investment by the Fund in the issuer of that Security. Following
a purchase by an Investment Personnel in an approved personal transaction,
any purchase by the Fund of Securities issued by the same company (other
than secondary market purchases of publicly traded Securities) will be
subject to an independent review by the Chief Investment Officer.
A. Every Access Person is prohibited from executing a personal transaction in
any Covered Security on a day during which the Fund has a pending "buy" or
"sell" order for that Covered Security, until the Fund's orders are either
executed or withdrawn.
All Investment Personnel are prohibited from purchasing or selling any
Covered Security within seven (7) calendar days AFTER the Fund purchases or
sells the same Covered Security. Members of an Investment Personnel group, as
defined by the Chief Investment Officer, are prohibited from purchasing or
selling any Covered Security within seven (7) days BEFORE any Fund advised by
that group purchases or sells the same Covered Security.
A. Every Access Person is prohibited from profiting in the purchase and sale,
or sale and purchase, of the same (or equivalent) Covered Security within
60 calendar days. For purposes of this prohibition, each personal
transaction in the Covered Security will begin a new 60 calendar day
period. As an illustration, if an Access Person purchases 1000 shares of
Omega Corporation on June 1st, 500 shares on July 1st, and 250 shares on
August 1st, the profit from the sale of the 1000 shares purchased on June
1st is prohibited for any transaction prior to October 1st (i.e., 60
calendar days following August 1st). In circumstances where a personal
transaction in a Covered Security within the proscribed period is
involuntary (for example, due to unforeseen corporate activity, such as a
merger), the Access Person must notify the Chief Investment Officer.
In circumstances where an Access Person can document personal exigencies,
the Chief Investment Officer may grant an exemption from the prohibition of
profiting in the purchase and sale, or sale and purchase, of the same (or
equivalent) Covered Security within 60 calendar days. Such an exemption is
wholly within the discretion of the Chief Investment Officer, and any request
for such an exemption will be evaluated on the basis of the facts of the
particular situation.
A. All Investment Personnel are prohibited from serving on the boards of
directors of any issuer of a Covered Security, absent express prior
authorization from the Chief Investment Officer. Authorization to serve on
the board of such a company may be granted in instances where the Chief
Investment Officer determines that such board service would be consistent
with the interests of the Fund and its shareholders. If prior approval to
serve as a director of a company is granted, Investment Personnel have an
affirmative duty to recuse themselves from participating in any
deliberations by the Fund regarding possible investments in the securities
issued by the company on whose board the Investment Personnel sit.
A. Every Access Person is prohibited from purchasing or selling, directly or
indirectly, any Covered Security in which he or she has, or by reason of
such transaction acquires, a direct or indirect beneficial ownership
interest and which he or she knows, or should have known, at the time of
such purchase or sale:
1. is being considered for purchase or sale by the Fund; or
1. is being purchased or sold by the Fund.
A. Every Access Person is prohibited, in connection with the purchase or sale,
directly or indirectly, by the Access Person of a Security Held or to be
Acquired by the Fund:
1. from employing any device, scheme or artifice to defraud the Fund;
1. from making any untrue statement of a material fact to the Fund or omit to
state a material fact necessary in order to make the statements made to the
Fund, in light of the circumstances under which they are made, not
misleading;
1. from engaging in any act, practice or course of business that operates or
would operate as a fraud or deceit on the Fund; or
1. from engaging in any manipulative practice with respect to the Fund.
Examples of this would include causing the Fund to purchase a Covered
Security owned by the Access Person for the purpose of supporting or driving up
the price of the Covered Security, and causing the Fund to refrain from selling
a Covered Security in an attempt to protect the value of the Access Person's
investment, such as an outstanding option. One test which will be applied in
determining whether this prohibition has been violated will be to review the
Covered Securities transactions of Access Persons for patterns. However, it is
important to note that a violation could result from a single transaction if the
circumstances warranted a finding that the provisions of Section 1 of this Code
have been violated.
I. PRE-CLEARANCE REQUIREMENT AND EXEMPTED TRANSACTIONS
A. Every Access Person is prohibited from executing a personal transaction in
any Covered Security (including transactions in pension or profit-sharing
plans in which the Access Person has a beneficial interest), without
express prior approval of the Chief Investment Officer, in accordance with
the Associated Procedures governing pre-clearance. A purchase or sale of
Covered Securities not otherwise approved pursuant to the Associated
Procedures may, upon request made prior to the personal transaction,
nevertheless receive the approval of the Chief Investment Officer, if such
purchase or sale would be: only remotely potentially harmful to the Fund;
very unlikely to affect a highly institutional market; or clearly not
related economically to the securities to be purchased, sold or held by the
Fund. Notwithstanding the receipt of express prior approval, any purchases
or sales by any Access Person undertaken in reliance on this provision
remain subject to the prohibitions enumerated in Section 4 of this Code.
A. The pre-clearance requirement in Section 5(a) SHALL NOT apply to:
1. Purchases or sales which are non-volitional on the part of either the
Access Person or the Fund, subject to the provisions of Section 4 (g) of
this Code.
1. Purchases which are either made solely with the dividend proceeds received
in a dividend reinvestment plan; or part of an automatic payroll deduction
plan, whereby an employee purchases securities issued by an employer.
1. Purchases effected upon the exercise of rights issued by an issuer PRO RATA
to all holders of a class of its Covered Securities, to the extent such
rights were acquired from such issuer, and any sales of such rights so
acquired.
1. Purchases and sales of a Security that represents an interest in certain
indices as determined by the Chief Investment Officer.
1. Transactions in a Covered Security which involve the giving of gifts or
charitable donations.
1. Purchases and sales of Covered Securities executed for an account (A)
titled exclusively in the name of an immediate family member of an Access
Person and (B) over which the Access Person has no direct control;
PROVIDED, HOWEVER, that such purchases and sales shall remain subject to
the balance of the provisions of this Code.
I. PROHIBITION ON THE RECEIPT OF GIFTS
Every Access Person is prohibited from receiving any gift, favor,
preferential treatment, valuable consideration, or other thing of more than a DE
MINIMIS value in any year from any person or entity from, to or through whom the
Fund purchases or sells Securities, or an issuer of Securities. For purposes of
this Code, "DE MINIMIS value" is equal to $100 or less. This prohibition shall
not apply to:
1. salaries, wages, fees or other compensation paid, or expenses paid or
reimbursed, in the usual scope of an Access Person's employment
responsibilities for the Access Person's employer;
1. the acceptance of meals, refreshments or entertainment of reasonable value
in the course of a meeting or other occasion, the purpose of which is to
hold bona fide business discussions;
1. the acceptance of advertising or promotional material of nominal value,
such as pens, pencils, note pads, key chains, calendars and similar items;
1. the acceptance of gifts, meals, refreshments, or entertainment of
reasonable value that are related to commonly recognized events or
occasions, such as a promotion, new job, Christmas, or other recognized
holiday; or
1. the acceptance of awards, from an employer to an employee, for recognition
of service and accomplishment.
I. REPORTING
Every Access Person is required to submit reports of transactions in
Covered Securities to the Chief Investment Officer as indicated below. Any such
report may contain a statement that the report shall not be construed as an
admission by the person making such report that he or she has any direct or
indirect beneficial ownership in the Covered Security to which the report
relates.
INITIAL REPORTING REQUIREMENTS
A. Within 10 calendar days of commencement of employment as an Access Person,
the Access Person will provide a list including:
1. the title, number of shares and principal amount of each Covered Security
in which the Access Person had any direct or indirect beneficial ownership
when the person became an Access Person;
1. the name of any broker, dealer or bank maintaining an account in which any
Security was held for the direct or indirect benefit of the Access Person
as of the date of employment as an Access Person; and
1. the date the report is submitted to the Chief Investment Officer.
A. Every Access Person is required to direct his broker to forward to the
Chief Investment Officer, on a timely basis, duplicate copies of both
confirmations of all personal transactions in Covered Securities effected
for any account in which such Access Person has any direct or indirect
beneficial ownership interest and periodic statements relating to any such
account.
QUARTERLY REPORTING REQUIREMENTS
A. Every Access Person shall report the information described in Section 7(d)
of this Code with respect to transactions in any Covered Security (other
than those personal transactions in Securities exempted under Section 3 of
this Code) in which such Access Person has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership.
A. Every report shall be made not later than 10 calendar days after the end of
the calendar quarter in which the transaction to which the report relates
was effected, shall be dated and signed by the Access Person submitting the
report, and shall contain the following information:
1. the date of the transaction, the title and the number of shares, the
principal amount, the interest rate and maturity date, if applicable of
each Covered Security involved;
1. the nature of the transaction (i.e., purchase, sale or any other type of
acquisition or disposition);
1. the price at which the transaction was effected;
1. the name of the broker, dealer or bank through whom the transaction was
effected; and
1. if there were no personal transactions in any Covered Security during the
period, either a statement to that effect or the word "None" (or some
similar designation).
A. Every Access Person shall report any new account established with a broker,
dealer or bank in which any Security was transacted or held for the direct
or indirect benefit of the Access Person during the quarter. The report
shall include the name of the entity with whom the account was established
and the date on which it was established.
ANNUAL REPORTING REQUIREMENTS
A. Every Access Person, on an annual basis or upon request of the Chief
Investment Officer, will be required to furnish a list including the
following information (which information must be current as of a date no
more than 30 days before the report is submitted) within 10 calendar days
of the request:
1. the title, number of shares and principal amount of each Covered Security
in which the Access Person had any direct or indirect beneficial ownership;
1. the name of any broker, dealer or bank maintaining an account in which any
Covered Security was held for the direct or indirect benefit of the Access
Person; and
1. the date the report is submitted to the Chief Investment Officer.
A. In addition, all Access Persons are required, on an annual basis, to
certify that they have received, read, and understood the provisions of
this Code and its Associated Procedures, and that they recognize that they
are subject to its provisions. Such certification shall also include a
statement that the Access Person has complied with the requirements of this
Code and its Associated Procedures and that the Access Person has disclosed
or reported all personal transactions in Securities that are required to be
disclosed or reported pursuant to the requirements of this Code.
I. SANCTIONS
A. Upon discovering a violation of this Code or its Associated Procedures, the
Chief Investment Officer may take such actions or impose such sanctions, if
any, as it deems appropriate, including, but not limited to,
1. a letter of censure;
2. suspension;
3. a fine;
4. the unwinding of trades;
5. the disgorging of profits; or
6. the termination of the employment of the violator.
A. The filing of any false, incomplete or untimely reports, as required by
Section 7 of this Code, may be considered a violation of this Code.
A. All material violations of this Code and any sanctions imposed with respect
thereto shall be reported to the Board of Directors of the Fund at least
annually.
PROCEDURES FOR PRIOR APPROVAL OF PERSONAL
SECURITIES TRANSACTIONS BY ACCESS PERSONS
PROCESS
PRECLEARANCE APPROVAL
A. An Access Person who wishes to effect a personal securities transaction,
whether a purchase, sale, or other disposition, must, to the extent
required in the Code, preclear the Covered Security prior to engaging in
the transaction.
A. When trading options, the Access Person must, to the extent required in the
Code, preclear the underlying security before entering into the option
contract.
A. Based on established criteria, the Chief Investment Officer determines
whether the contemplated transaction should be permitted. The primary
criteria applied are whether the Covered Security is on the Equity Watch
List (which is continuously updated) or Open Order lists, or whether the
Covered Security was traded by any of the Adviser advised funds (fund trade
information is updated nightly).
A. Approval is either granted or denied immediately.
A. If approval is denied, the Access Person is given a specific reason for the
denial. The contemplated personal transaction in that Covered Security is
prohibited until prior approval is subsequently granted upon request.
A. If approval is granted, the Access Person is free to effect the personal
transaction in that Covered Security DURING THAT TRADING DAY ONLY. In this
regard, open orders for more than one trading day (good till cancel) must
be approved daily to comply with the Code. If approval is granted, the
Chief Investment Officer must record the reasons supporting the approval on
the following Personal Transaction Notification form so that the Chief
Investment Officer can maintain a record of all approved preclearance
requests.
A. All trade requests and their dispositions are maintained and reviewed by
the Chief Investment Officer in conjunction with other information provided
by Access Persons in accordance with the Code.
A. The Chief Investment Officer reviews all exceptions generated due to a fund
trade occurring after preclearance approval has been granted. The Chief
Investment Officer determines the appropriate action to be taken to resolve
each exception.
If extraordinary circumstances exist, an appeal may be directed to the
Chief Investment Officer at 504-533-2850. Appeals are solely within the
discretion of the Chief Investment Officer.
TRANSACTIONS COVERED AND EXEMPTIONS
These procedures apply to Access Persons' personal transactions in a
"Covered Security" as defined in Section 2 of the Code. A Covered Security
includes: equity and debt securities; options and warrants to purchase equity or
debt securities; shares of closed-end investment companies; and investments in
unit investment trusts.
These procedures do NOT apply to contemplated transactions in the following
instruments:
A. direct obligations of the Government of the United States (regardless of
their maturities). This exemption does not apply to indirect obligations of
the U.S. Government, including FNMAs, GNMAs or FHLMCs.);
B. bankers' acceptances;
C. bank certificates of deposit;
D. commercial paper;
E. high quality short-term debt instruments, including repurchase
agreements; and
F. shares of registered open-end investment companies;
In addition, these procedures do NOT apply to the following transactions:
A. Purchases or sales effected in any account over which the Access Person has
no direct or indirect influence or control;
A. Purchases or sales which are non-volitional on the part of either the
Access Person or the Fund, subject to the provisions of the Code;
A. Purchases which are either (i) made solely with the dividend proceeds
received in a dividend reinvestment plan; or (ii) part of an automatic
payroll deduction plan, whereby an employee purchases securities issued by
an employer;
A. 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 any sales of such rights so
acquired;
A. Purchases and sales of a Security that represents an interest in certain
indices as determined by the Chief Investment Officer;
A. Transactions in a Covered Security which involve the giving of gifts or
charitable donations; and
A. Purchases and sales of Covered Securities executed for an account (A)
titled exclusively in the name of an immediate family member of an Access
Person and (B) over which the Access Person has no direct control;
PROVIDED, HOWEVER, that such purchases and sales shall remain subject to
the balance of the provisions of this Code.
SANCTIONS
Failure to comply with the preclearance process may result in any of the
following sanctions being imposed as deemed appropriate by the Chief Investment
Officer:
1. a letter of censure;
2. suspension;
3. a fine;
4. the unwinding of trades;
5. the disgorging of profits; or
6. the termination of the employment of the violator.
PERSONAL TRANSACTION NOTIFICATION
I, ______________________ intend to buy/sell shares of ______________________
for my personal account or an account over which I have discretion. I am aware
of no conflict this transaction may pose with any account managed by Hibernia
National Bank.
Signed by:
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Date:
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________ Approval granted for trading on ______________ because ______________.
________ Approval denied.
Acknowledged by:
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[person/title]
Date
Broker-Dealer Name
Address
RE: Your Name
Brokerage Account Number: 1234-5678
Dear Sir/Madam:
As an employee of Hibernia National bank, I am subject to certain
requirements applicable to my personal securities transactions, in accordance
with the Codes of Ethics adopted by the various investment companies advised by
Hibernia National Bank. These requirements also assist Hibernia National Bank in
carrying out its responsibilities under the Insider Trading and Security Fraud
Enforcement Act of 1988. Among these requirements is my obligation to provide to
Hibernia National Bank duplicate brokerage confirmations and periodic account
statements.
Therefore, I hereby request that you provide duplicate confirmations and
periodic account statements with respect to securities in which I have any
beneficial ownership or interest, including securities held in street name or in
house, family, joint or partnership accounts. These duplicate account memoranda
should occur with respect to all transactions including, but not limited to,
those involving options, warrants, shares of closed end investment companies and
futures contracts. Please forward this information to:
[Adviser]
[Address]
Any questions concerning these matters can be directed to [name] at [phone
number]. Your serious attention to this matter is greatly appreciated.
Sincerely,
PROCEDURES FOR THE REPORTING AND REVIEW OF PERSONAL TRANSACTION ACTIVITY
INITIAL REPORTING PROCESS
I. The Chief Investment Officer meets with each new Access Person and reviews
the Code of Ethics, the Insider Trading Policy and the procedures for
preclearing personal securities transactions.
I. The Access Person is required to complete the "Certification and
Acknowledgment Form" to acknowledge his/her understanding of the Code of
Ethics and return it to the Chief Investment Officer within 10 calendar
days.
I. In addition, the Access Person is required to complete the "Personal
Security Portfolio Form" which includes the following information:
A. the title, number of shares and principal amount of each Covered Security
in which the Access Person had any direct or indirect beneficial ownership
when the person became an Access Person;
A. the name and address of any broker, dealer or bank with whom the Access
Person maintained an account in which any Covered Security was held for the
direct or indirect benefit of the Access Person as of the date of
employment as an Access Person; and
A. the date the report is submitted to the Chief Investment Officer.
I. The signed form(s) must be returned to the Chief Investment Officer within
10 calendar days.
I. The Chief Investment Officer maintains current portfolio holdings
information as "initial" holdings.
I. The Chief Investment Officer notifies each broker, dealer or bank that
duplicate confirmations and periodic statements for the Access Person, if
applicable, must be sent to the Chief Investment Officer, effective
immediately.
QUARTERLY REPORTING PROCESS
I. On the first business day after each calendar quarter end, the Chief
Investment Officer sends an e-mail to each Access Person giving
step-by-step instructions on how to complete the quarterly reporting
requirements.
I. Within 10 calendar days of the quarter end, the Access Person is required
to:
A. review for accuracy all Covered Security transactions recorded during the
previous calendar quarter in all personal and household member accounts;
A. review all open account information, including names of brokers, banks and
dealers, addresses and account numbers;
A. notify the Chief Investment Officer of any new accounts established with
brokers, banks or dealers during the quarter and the date the account was
established; and
A. resolve any discrepancies with the Chief Investment Officer.
I. Covered Security transactions executed by any Access Person during the
calendar quarter are reviewed by the Chief Investment Officer periodically
throughout the quarter.
I. The Chief Investment Officer issues memos to each Access Person if any
transactions he or she has executed during the quarter have been deemed to
be either exceptions to or violations of the Code's requirements.
I. Based on the activity and the responses to the memos, the Chief Investment
Officer may impose any of the sanctions identified in Section 8.
ANNUAL REPORTING PROCESS
I. At least annually, the Chief Investment Officer requires that each Access
Person read the Code and certify and acknowledge his/her understanding of
the Code and its requirements.
I. This re-certification is required to be completed within 10 calendar days
of the request. The Chief Investment Officer monitors compliance with this
requirement.
I. At the same time, the Chief Investment Officer provides each Access Person
with a current list of securities held in the Access Person's account(s).
I. Within 10 calendar days of the request, the Access Person is required to:
A. review for accuracy all securities held in all personal accounts, including
the title, number of shares and principal amount of each Covered Security
in which the Access Person had any direct or indirect beneficial ownership;
A. review all open account information, including names of brokers, banks and
dealers, addresses and account numbers;
A. notify the Chief Investment Officer of any new accounts established with
brokers, banks or dealers; and
A. resolve any discrepancies with the Chief Investment Officer.
REPORTING TO THE BOARD OF TRUSTEES
I. At least annually, the Chief Investment Officer reports any material
violations of the Code to the Board of Trustees. These may include:
A. failure to preclear a transaction;
A. failure to complete the initial, quarterly or annual reporting requirements
timely, regardless of whether the Access Person executed any transactions;
A. recognition of a profit on the sale of a security held less than 60 days;
A. failure to comply with the receipt of gifts requirements; and
A. any trends or patterns of personal securities trading which are deemed by
the Chief Investment Officer to be violations of the Code.
I. The Chief Investment Officer provides the Board with all relevant
information regarding any material violations including, as appropriate,
the name of the Access Person; the type of violation; the details of the
transaction(s); and the types of sanctions imposed, if any.
RECORDKEEPING REQUIREMENTS
The Chief Investment Officer maintains the following books and records for a
period no less than 6 calendar years:
A. a copy of the Code of Ethics;
B. a record of any violation of the Code of Ethics and any action taken as a
result of the violation;
C. a copy of each report made by an Access Person, including initial,
quarterly and annual reporting;
D. a record of all Access Persons (current and for the past five years);
E. a record of persons responsible for reviewing reports;
F. a copy of any supporting documentation used in making decisions regarding
action taken by the Chief Investment Officer with respect to personal
securities trading; and
G. a record of any decision, and the reasons supporting the decision, to
approve the acquisition by Access Persons of securities under Section 4(a)
of the Code.
SAMPLE ADVISER'S ANNUAL ISSUES AND CERTIFICATION REPORT
[Date]
Board of Trustees of the Hibernia Funds
Re: Annual Issues and Certification Report Under the Code of Ethics ("Code")
Required by Rule 17j-1 ("Rule") of the Investment Company Act of 1940, as
amended.
Ladies and Gentlemen:
The purpose of this report is to certify to you as Trustees of the Hibernia
Funds that Hibernia National Bank has adopted procedures reasonably necessary to
prevent Hibernia National Bank's Access Persons, as such term is defined in the
Rule, from violating Hibernia National Bank's Code.
No issues arose under the Code since the last annual issues and
certification report that require your attention.
Or
The following issues arose under the Code since the last annual issues and
certification report:
[List all material violations, including violations that are material when
aggregated, of the Code and/or related procedures, and sanctions imposed by
Hibernia National Bank in response thereto. In addition, list all significant
conflicts of interest that arose involving Hibernia National Bank's personal
investment policies.]
Very truly yours,
[Adviser's Chief Investment Officer]
