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THE ACHIEVEMENT FUNDS TRUST
CODE OF ETHICS
February 3, 2000
INTRODUCTION
The business operations and portfolio transactions of The
Achievement Funds Trust (the "Trust") must be conducted in a manner that avoids
conflicts of interest or even the appearance of such a conflict. This Code of
Ethics (the "Code") extends to every executive officer and Trustee of the Trust,
as well as any employee of the Trust who is involved in or obtains information
concerning the purchase or sale of securities by the Trust's investment
portfolios, whether as a result of security analysis or making purchase or sale
recommendations, executing trading orders, portfolio management or otherwise
(hereafter "Covered Persons").
One of the practices that raises a potential conflict of
interest is that of trading in the securities that are being purchased or sold,
or considered for purchase or sale, for the Trust's investment portfolios by
Covered Persons for accounts in which they have a beneficial ownership interest
or which they control. The Investment Company Act of 1940 ("1940 Act"), and
other federal and state securities laws and rules, generally prohibit
fraudulent, deceptive or manipulative trading by persons affiliated with
registered investment companies with respect to securities held, to be acquired
or under consideration for purchase or sale by the registered investment
company. This prohibition extends to trading in furtherance of personal
interests to the detriment of the Trust as well as any attempt to benefit from
the market impact of its anticipated or actual transactions. The regulations of
the Securities and Exchange Commission ("SEC") require the adoption of
procedures designed to prevent such fraudulent conduct.
All Covered Persons should read the specifics of this Code
carefully. When you believe that you sufficiently understand them, sign, date
and return one copy of the Code to the Review Officer and keep the other copy
for your reference. Any questions concerning these policies and procedures
should be addressed to the Review Officer, who is responsible for enforcing and
interpreting this Code. As a Covered Person, you are subject to the provisions
of this Code.
ADOPTION OF THIS CODE
This Code has been adopted by the Board of Trustees of the
Trust in compliance with Section 17(j) and Rule 17j-1 (the "Rule") of the 1940
Act.
PURPOSE OF THIS CODE
This Code seeks to maintain the highest standards of ethical
conduct for the personnel of the Trust. In so doing, this Code addresses three
areas of concern:
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1. Observing the general anti-fraud provisions of the
Federal securities laws.
2. Avoiding conflicts with the interests of the Trust or
the appearance of such conflicts.
3. Avoiding trading on the basis of material non-public
information or information about securities
transactions made or being considered for the Trust.
The Code lays out some of the Trust's policies in addressing
these concerns. However, Covered Persons should always be aware of issues which
may compromise their ethical and fiduciary obligations to the Trust.
The Code is based on the principle that you, as officers,
Trustees or employees of the Trust, owe a fiduciary duty to the Trust.
Accordingly, you must avoid activities, interests and relationships that might
interfere or appear to interfere with making decisions in the best interests of
the Trust.
At all times, you must:
1. PLACE THE INTERESTS OF THE TRUST FIRST. In other
words, as a fiduciary, you must scrupulously avoid
serving your own personal interests ahead of the
interests of the Trust. You may not cause the Trust
to take action, or not to take action, for your
personal benefit rather than the benefit of the
Trust. For example, you would violate this Code by
causing the Trust to purchase a security you owned
for the purpose of increasing the price of that
security. Another example would be if you invest in a
security that may be appropriate for the Trust
without first considering that investment for the
Trust.
2. AVOID TAKING INAPPROPRIATE ADVANTAGE OF YOUR
POSITION. The receipt of investment opportunities,
perquisites or gifts from persons seeking business
with the Trust could call into question the exercise
of your independent judgment. You may not, for
example, use the knowledge of Trust portfolio
transactions to profit from the market effect of
those transactions.
3. CONDUCT ALL PERSONAL SECURITIES TRANSACTIONS IN FULL
COMPLIANCE WITH THIS CODE, INCLUDING ALL
PRE-AUTHORIZATION AND REPORTING REQUIREMENTS.
You must not take any action that could cause even the
appearance that an unfair or improper action has been taken. Accordingly, you
must follow the policies set forth below with respect to trading in any account
in which you have a beneficial interest or which you control. Doubtful
situations should be resolved in favor of the Trust. Any questions concerning
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this Code should be addressed to the Review Officer. Technical compliance with
the Code's procedures will not automatically insulate from scrutiny any trades
that indicate an abuse of your fiduciary duties.
THE POLICY
1. GENERAL DEFINITIONS
Listed below are definitions for some of the terms used in
this Code, many of which are defined by law.
"ACCESS PERSON" means any Trustee or officer of the Trust, or
any employee of the Trust who is an Advisory Person of the Trust, and any
natural person in a control relationship to the Trust who obtains information
concerning recommendations made to or by the Trust with respect to the purchase
or sale of a security by the Trust.
"ADVISORY PERSON" means any officer, Trustee or employee of
the Trust who, in connection with his or her regular functions or duties, makes,
participates in, or obtains any information regarding the purchase or sale of
securities by the Trust, or whose functions relate to the making of any
recommendations with respect to such purchases and sales of Securities. This
term also includes affiliates of Advisory Persons.
"BENEFICIAL OWNERSHIP/BENEFICIAL OWNER" means any person who
has or shares, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, a direct or indirect pecuniary
interest in a security within the meaning of Securities Exchange Act Rule
16a-1(a)(2). "Pecuniary interest" means the opportunity, directly or indirectly,
to profit or share in any profit derived from a transaction in the security.
"Indirect pecuniary interest" includes, but is not limited to, Securities held
by members of your immediate family who share your household, including your
spouse, children and stepchildren, parents, grandparents, brothers and sisters,
and any of your in-laws.
If you need help in determining whether you have beneficial
ownership of any Security for purposes of this Code, you should consult the
Review Officer.
"CONTROL" means the power to exercise a controlling interest
over the management or policies of a company, unless such power is solely the
result of an official position. Any person is presumed to "control" a company if
that person owns, directly or indirectly through one or more controlled
companies, more than 25% of the voting securities of a company. Despite this
presumption, a person may not be a control person if facts, other than security
ownership, demonstrate that such person does not have a controlling interest.
Similarly, persons owning less than 25% of the voting securities of a company
may be deemed to have "control" depending upon the facts and circumstances.
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"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 1940 Act.
"PERSONAL TRADING" means the purchase or sale of securities by
an individual for his or her own account, any other account in which he or she
has a "beneficial ownership" interest, or any account "controlled" by him or
her. An account is "controlled" by a person when that person decides what
securities transactions will be effected for the account, either by making
recommendations to the account owner or by entering orders directly with the
broker handling the account.
"PURCHASE OR SALE OF A SECURITY" includes, among other things.
the writing of an option to purchase or sell Securities.
"SECURITY" means any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest or participation in
any profit-sharing agreement, collateral-trust certificate, preorganization
certificate or subscription, transferable share, investment contract,
voting-trust certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas or other mineral rights, any put, call, straddle,
option or privilege on any security or on any group or index of securities
(including any interest therein based on the value thereof), or any put, call,
straddle, option or privilege entered into on a national securities exchange
relating to foreign currency, or generally any interest or instrument commonly
known as a "security" or any certificate of interest or participation in,
temporary or interim certificate for, receipt for guarantee of, or warrant or
right to subscribe to or purchase any of the foregoing.
"SECURITY HELD OR TO BE ACQUIRED BY THE TRUST" means any
Security which, within the most recent 15 days (i) is or has been held by the
Trust, or (ii) is being or has been considered by the Trust or its investment
adviser for purchase by the Trust, and any option to purchase or sell, and any
security convertible into or exchangeable for a Security that is or has been
held by the Trust or is or has been considered by the Trust or its investment
adviser for purchase by the Trust.
2. PROHIBITED TRANSACTIONS AND ACTIVITIES
As a general matter, it is a violation of Federal law and the
policies of the Trust for any of our personnel to engage in any act, practice or
course of business in connection with the purchase or sale of any security held
or to be acquired or sold by the Trust which violates any of the SEC's rules
designed to prevent fraudulent, deceptive, or manipulative acts.
A. UNLAWFUL ACTIONS
Specifically, it is unlawful for any affiliated person of or
principal underwriter for the Trust, or any affiliated person of the investment
adviser or principal underwriter of the Trust, in connection with the purchase
or sale, directly or indirectly, by the person of a Security Held or to be
Acquired by the Trust;
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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
statements made to the Trust, in light of the circumstances
under which they are made, not misleading;
3. To engage in any act, practice or course of business that
operates or would operate as a fraud or deceit on the Trust;
or
4. To engage in any manipulative practice with respect to the
Trust.
B. GENERAL PROHIBITION AGAINST "FRONT-RUNNING"
The practice of trading on the basis of the anticipated market
effect of trades for the Trust's investment portfolios, which is known as
"front-running," or "scalping," constitutes a violation of the Federal
securities laws.
Therefore, it is absolutely prohibited for any Access Person
to purchase or sell a Security or a derivative thereof ("Related Security"),
such as an option or warrant, for his or her personal account or any account in
which he or she has a beneficial ownership interest or which he or she controls:
1. at a time when he/she knows of another person's intention to
purchase or sell that same security or related security on
behalf of the Trust;
2. within one calendar day of actively considering for purchase
or sale for the Trust such security or related security; or
3. within one calendar day before or after a transaction in that
security or related security by the Trust.
C. PROHIBITED PERSONAL TRADING BY ACCESS PERSONS
In addition to the above prohibitions, Access Persons are
prohibited from purchasing or selling any security for their personal account or
accounts in which they have a beneficial ownership interest, except as
specifically permitted in Section 3 of this Code. In no event are Access Persons
permitted to:
1. acquire any securities in an initial public offering, unless
there is prior approval in writing by the President or Review
Officer;
2. acquire securities in a private placement, unless there is
prior approval in writing by the President or Review Officer;
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3. effect short sales or acquire short positions in any security
held in any investment portfolio of the Trust; or
4. profit from the purchase and sale, or the sale and purchase,
within thirty calendar days, of the same securities (any such
trade must be reversed or the profits must be disgorged and
distributed in a manner determined by the Review Officer).
The President or Review Officer will authorize the acquisition
of securities in an initial public offering or a private placement only after
considering, among other factors, whether the investment opportunity should be
reserved for the Trust and whether the opportunity is being offered to you
because of your position as an Access Person. Access Persons who are to acquire
initial public offering or private placement securities pursuant to
authorization by the President or the Review Officer must immediately disclose
that investment to the Review Officer before they have a role in any subsequent
consideration of an investment in the issuer by or on behalf of the Trust's
investment portfolios. In such circumstance, the decision to purchase securities
of the issuer for the Trust should be subject to independent review by other
Trust investment personnel with no personal interest in the issuer.
Access Persons who are not Advisory Persons are not subject to
the restrictions on personal trading or the pre-clearance requirements of
Section 2 of the Code; provided that, in the ordinary course of performing their
duties or otherwise, they do not have access to information concerning the
Securities trades that are being executed, under consideration, or recommended
for the Trust.
NO EXPLANATIONS ARE REQUIRED FOR REFUSALS. IN SOME CASES,
TRADES MAY BE REJECTED FOR A REASON THAT IS CONFIDENTIAL. THE REVIEW OFFICER IS
NOT REQUIRED TO GIVE ANY EXPLANATION FOR REFUSING TO AUTHORIZE A SECURITIES
TRANSACTION.
D. DEALINGS WITH PERSONS WHO DO BUSINESS WITH THE TRUST
No Access Person may seek or accept from any person that does
business with the Trust any item of material value or preferential treatment
that is or appears to be connected with the Trust directing business to that
person.
For purposes of this prohibition, "items of material value"
shall include but not be limited to:
- gifts amounting in value to more than $100 per person per
year; and
- payment or reimbursement of travel expenses, including
overnight lodging, in excess of $100 per person per year.
"Items of material value" shall not include:
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- an occasional meal, a ticket to a sporting event or the
theater or comparable entertainment, which is not conditioned
on directing business to the firm that provided such meal or
entertainment and is neither so frequent nor so extensive as
to raise any question of propriety; or
- an unconditional gift of a typical item of reminder
advertising such as an ink pen with the name of the advertiser
inscribed, a calendar pad or other gifts amounting in value to
not more than $100 per person per year.
3. EXEMPTED TRANSACTIONS
The following types of personal trading are exempted from all restrictions AND
DO NOT REQUIRE PRE-CLEARANCE FROM THE REVIEW OFFICER, ARE NOT SUBJECT TO THE
THIRTY DAY HOLDING PERIOD, AND ARE NOT SUBJECT TO THE ONE DAY BLACKOUT PERIOD
notwithstanding anything in Sections 2.A. and 2.B. to the contrary:
(i) purchases or sales of U.S. government securities, shares of
mutual funds, and high quality short-term debt instruments
(any instrument having a maturity at issuance of less than 366
days and which is in one of the highest two rating categories
by a Nationally Recognized Statistical Rating Organization, or
which is unrated but is of comparable quality);
(ii) purchases or sales over which the person does not have direct
or indirect control or influence (i.e., trades in a blind
trust or discretionary trades in which you are neither
consulted or contacted regarding the trade before it is
executed);
(iii) purchases of securities pursuant to an automatic dividend
reinvestment plan;
(iv) 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;
(v) acquisitions or dispositions of securities as the result of a
stock dividend, stock split, reverse stock split, merger,
consolidation, spin-off or other similar corporate
distribution or reorganization applicable to all holders of a
class of securities of which you have beneficial ownership;
(vi) transactions involving no more than 1000 shares of an equity
security or $50,000 face amount of a debt security and
provided that the issuer of the equity security has a market
capitalization at the time of the transaction of at least $2
billion, or the issuer of a debt security has at least
$100,000,000 in debt securities of the same general type and
quality then outstanding and not in default;
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(vii) transactions in equity securities of foreign issuers;
(viii) transactions in currency futures, U.S. Treasury futures,
Eurodollar futures, physical commodity futures (e.g.,
contracts for the future delivery of grain, livestock, fiber
or metals), futures contracts to acquire fixed income
securities issued by a U.S. Government agency, a foreign
government, or an international or supranational agency;
(ix) transactions in interests in securities comprising part of a
broad-based, publicly traded market basket or index of stocks,
approved for trading by the appropriate regulatory authority;
(x) purchases or sales upon exercise of puts or calls written by
you;
(xi) purchases or sales effected by Advisory Persons where such
persons are required to pre-clear proposed transactions in
securities pursuant to a code of ethics described in Section
12 of this Code;
(xii) transactions in the employee stock ownership plan of First
Security Corporation;
(xiii) sales from a margin account pursuant to a bona fide margin
call; and
(xiv) transactions in repurchase agreements.
Also permitted are transactions, regardless of size or issuer,
WHICH HAVE BEEN PRE-CLEARED IN WRITING BY THE REVIEW OFFICER, based on
circumstances where the Review Officer finds that permitting the transaction is
appropriate and consistent with the purposes and policies of this Code, is not
in conflict with the interests of the Trust, and is in compliance with
applicable law.
4. CONFIDENTIALITY OF SECURITIES RECOMMENDATIONS AND INVESTMENT DECISIONS
From the time that an Advisory Person anticipates making a
recommendation to purchase or sell a security for the Trust, or the time that he
or she decides to purchase or sell a security for the Trust or learns of such
information, through the time that all trades based on that recommendation have
been consummated, the subject and content of that recommendation or investment
decision may be considered to constitute "material non-public information" by
the SEC and other regulatory authorities. Accordingly, Advisory Persons must
maintain the utmost confidentiality with respect to their recommendations and
investment decisions during this period and may not discuss a contemplated
recommendation with anyone outside of the Trust other than the Review Officer,
the Trust's investment adviser or the broker-dealer or issuer executing the
order.
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5. APPROVALS OF TRANSACTIONS OR REQUESTS FOR WAIVERS OF RESTRICTIONS BY
THE REVIEW OFFICER OR THE PRESIDENT
In the event that the Review Officer or the President seeks to
engage in a transaction for which approval is required under this Code, the
approval shall, in the case of the Review Officer, be granted or denied by the
Review Officer's supervisor and, in the case of the President, the approval or
waiver shall be granted or denied by the Review Officer A written record shall
be maintained by the person making the determination of the action taken and the
reasons for it.
6. RECORD OF SECURITIES RECOMMENDATIONS
Every recommendation for the purchase or sale of a security
for the Trust, including a recommendation to increase or decrease an existing
securities position, shall be memorialized in writing or in a computer database
either prior to or immediately after the recommendation is made.
7. REPORTING OF PERSONAL SECURITIES HOLDINGS AND TRADING ACCOUNTS
A. INITIAL HOLDINGS REPORT
All Access Persons (other than the Disinterested Trustees)
must, upon commencement of such status, disclose all personal securities
holdings in writing to the Review Officer and quarterly thereafter.
Each Access Person (other than any Disinterested Trustees)
also must notify the Review Officer in writing of any securities or commodities
account in which he or she has a beneficial ownership interest or over which he
or she exercises control. Such notification must identify the brokerage firm or
other financial institution at which the account is maintained, the account
executive, the title of the account, the account number, and the names and
addresses of all individuals with a beneficial ownership interest in the
account. Subsequent to employment, each such Access Person (other than any
Disinterested Trustee) shall notify the Review Officer immediately and in
writing of any new securities or commodities accounts. The Access Person (other
than any Disinterested Trustee) is responsible for reporting securities
transactions in such accounts to the Review Officer in accordance with Paragraph
8 below.
B. ANNUAL HOLDINGS REPORT
Each Access Person (other than any Disinterested Trustee) also
is responsible for providing in writing to the Review Officer an Annual Holdings
Report. The report, which must be current as of a date no more than 30 days
before the report is submitted, must disclose the title, number of shares and
principal amount of each Covered Security in which the Access Person had any
direct or indirect beneficial ownership and the name of any broker, dealer or
bank
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with whom the Access Person maintains an account in which any securities
are held for the direct or indirect benefit of the Access Person.
C. PRE-CLEARANCE OF SECURITIES TRANSACTIONS
Each Advisory Person also is responsible for "pre-clearing"
before a securities transaction is executed, through the Personal Trading
Authorization Form (Exhibit A).
NO ORDER FOR A SECURITIES TRANSACTION FOR WHICH
PRE-AUTHORIZATION IS REQUIRED MAY BE PLACED PRIOR TO THE RECEIPT OF WRITTEN
AUTHORIZATION OF THE TRANSACTION SHOWING THE DATE OF THE AUTHORIZATION BY THE
REVIEW OFFICER (OR DESIGNEE). VERBAL APPROVALS ARE SUBJECT TO WRITTEN
CONFIRMATION AND MAY BE GRANTED ON AN EXCEPTION BASIS BY THE REVIEW OFFICER.
The authorizations provided by the Review Officer are
effective, unless revoked, until the earlier of (1) the close of business on the
same day from which the authorizations were granted or (2) your discovery that
the information in the Trade Authorization Request Form is no longer accurate.
If the securities transaction is not placed within that period, a new advance
authorization must be obtained before the securities transaction is placed. If
the securities transaction is placed but has not been executed within the same
trading day after the authorizations were granted (as, for example, in the case
of a limit order), new authorizations are necessary.
8. QUARTERLY REPORTING OF ACTIVITY IN PERSONAL TRADING ACCOUNTS
Each Access Person (other than any Disinterested Trustee) must
report to the Review Officer the information described below with respect to
transactions in any securities in which such Access Person had, or by reason of
such transaction acquires, any direct or indirect beneficial-ownership. Such
Quarterly Transaction Reports must be made no later than ten days after the end
of the calendar quarter in which a transaction was effected.
These quarterly reports must include the following information
with respect to each transaction done during the quarter:
(a) the date of the transaction, the title, the interest rate and
maturity date (if applicable), the number of shares, and the
principal amount of each 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 security at which the transaction was
effected;
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(d) the name of the broker, dealer or bank with or through which
the transaction was effected; and
(e) the date that the report is submitted.
Access Persons need not make such Quarterly Transaction
Reports if the Trust receives broker trade confirmations or account statements
with respect to the Access Person that contain all of the information described
above no later than ten days after the end of the calendar quarter.
Such reports must be made with respect to all personal
trading, including transactions exempted by Section 3, other than transactions
in U.S. Government securities, shares of money market funds, or shares of mutual
funds not affiliated with or related to the Trust. However, Access Persons are
not required to report securities trades in accounts over which they do not have
influence or control over investment decisions, such as a blind trust.
Any Advisory Person who would otherwise be required to report
his or her transactions under this Code shall not be required to file reports
pursuant to this Section 8 where such person is required to file reports
pursuant to a code of ethics described in Section 13 of this Code. No report
required by this Section shall be construed as an admission that the filer has
any direct or indirect beneficial ownership of such a security, nor shall the
making of such a report be construed as an admission of a violation of this Code
by the Access Person.
9. REPORTING OF PERSONAL SECURITIES HOLDINGS AND ACTIVITY IN PERSONAL
TRADING ACCOUNTS BY DISINTERESTED TRUSTEES.
Disinterested Trustees need not make an initial holdings report or
annual holdings reports as described in Section 8 of this Code. Also,
Disinterested Trustees need not make a Quarterly Transaction Report under
Section 8 of this Code, unless the Trustee knew, or in the ordinary course of
fulfilling his or her official duties as a Trustee should have known, that
during the 15-day period immediately before or after the Trustee's transaction
in a Covered Security, the Trust purchased or sold the Covered Security, or the
Trust or its investment adviser considered purchasing or selling the Covered
Security.
The "should have known" standard implies no duty of inquiry,
does not presume there should have been any deduction or extrapolation from
discussions or memoranda dealing with tactics to be employed meeting the Trust's
investment objectives, or that any knowledge is to be imputed because of prior
knowledge of the Trust's portfolio holdings, market considerations, or the
Trust's investment policies, objectives and restrictions.
Every Disinterested Trustee shall report the name of any
publicly-owned company (or any company anticipating a public offering of its
equity securities) and the total number of its shares beneficially owned by him
if such total ownership is more than one-half of 1% of the company's outstanding
shares.
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10. TRADING WHILE IN POSSESSION OF MATERIAL NON-PUBLIC INFORMATION
(THIS PROVISION OF THE CODE APPLIES TO ALL PERSONNEL)
No Covered Person may purchase or sell any security, or be
involved in any way in the purchase or sale of a security, while in possession
of material non-public information about the security or its issuer, regardless
of the manner in which such information was obtained, except to the extent
authorized by the Review Officer. Furthermore, no Covered Person possessing
material non-public information may disclose such information to any person
other than the Review Officer, except to the extent authorized by the Review
Officer This prohibition covers transactions for the Trust, as well as
transactions for your personal accounts and accounts of persons in privity with
you.
Material nonpublic information includes corporate information,
such as undisclosed financial information about a corporation, and market
information, such as a soon-to-be-published article about a corporation.
Material information is defined as information which an investor would consider
important in making an investment decision and which would substantially affect
the market price of a security if generally disclosed. Non-public information is
defined as information which has not been effectively made available to the
marketplace. Any questions as to whether certain information is material
non-public information should be directed to the Review Officer.
11. ADVISORY PERSONS SERVING AS DIRECTORS OF PUBLICLY-TRADED COMPANIES
Advisory Persons who serve as directors of publicly-traded
companies may be seen as having an inherent conflict of interest between the
fiduciary duty owed to the Trust and that owed to the shareholders of such
publicly-traded companies. To avoid such potential conflicts of interest, all
Advisory Persons must receive the prior written approval of the Review Officer
before serving as a director of any publicly-traded company, which approval may
be withheld in the Review Officer's sole discretion. If you are an Advisory
Person and currently serve as a director of a publicly-traded company, you
should notify the Review Officer immediately. Prior to becoming an officer,
Trustee or employee of the Trust, each Advisory Person shall provide the Review
Officer with a written list of all positions held by the Advisory Person with
any publicly-traded company.
Advisory Persons who receive permission to serve as directors
of publicly-traded companies will be isolated through "Chinese Walls" or other
procedures from making decisions regarding the Securities of those companies for
which they serve as directors.
12. RECORDKEEPING
It is the intention of the Trust to comply with the
recordkeeping requirements of both the Advisers Act and Rule 17j-1(d) under the
1940 Act, which includes maintaining:
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(a) a copy of this Code and any other Code which is, or at any
time within the past five years has been in effect;
(b) records of any violations of this Code and actions taken as a
result of such violations;
(c) copies of each report made under this Code (i.e., reports
required by Paragraphs 6, 7, 8 and 9); and
(d) a list of all persons who are, or have been, required to make
reports pursuant to the Code.
(e) a copy of each report described in Section 13(e) of this Code
for at least five years after the end of the fiscal year in
which the report is made, the first two years in an easily
accessible place.
(f) a record of any decision, and the reasons supporting the
decision, to approve the acquisition by investment personnel
of securities in an initial public offering or private
placement for at least five years after the end of the fiscal
year in which the approval is granted.
13. INVESTMENT ADVISER'S OR PRINCIPAL UNDERWRITER'S CODE OF ETHICS
The investment adviser and principal underwriter of the Trust
must adopt a written code of ethics containing provisions reasonably necessary
to prevent its Access Persons from engaging in any unlawful conduct. The Board
of Trustees of the Trust, including a majority of the Disinterested Trustees,
must approve the code of ethics of each investment adviser and principal
underwriter to the Trust, and any material changes to these codes. Before
approving a Code or any amendment to a Code, the Board of Trustees must receive
a certification from the investment adviser and principal underwriter that it
has adopted procedures reasonably necessary to prevent Access Persons from
violating the investment adviser's or principal underwriter's code of ethics.
The Board of Trustees must approve a material change to a Code no later than six
months after adoption of the material change.
Each investment adviser (including, where applicable, any
sub-adviser) and principal underwriter of the Trust shall:
(a) submit to the Board of Trustees of the Trust a copy of its
code of ethics adopted pursuant to Rule 17j-1;
(b) promptly report to the Trust in writing any material
amendments to such code;
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(c) promptly furnish to the Trust upon request copies of any
reports made pursuant to such code by any person who is an
Access Person as to the Trust; and
(d) immediately furnish to the Trust, without request, all
material information regarding any violation of such code by
any person who is an Access Person as to the Trust.
(e) at least annually, furnish a written report to the Trust's
Board of Trustees that (i) describes any issues arising under
its code of ethics or procedures since the last report,
including, but not limited to, information about material
violations of the code or procedures or sanctions imposed in
response to the violations, and (ii) certifies that the
investment adviser, sub-advisor or principal underwriter, as
applicable, has adopted procedures reasonably necessary to
prevent Access Persons from violating its code of ethics.
14. REVIEW AND REPORTING
(a) The Review Officer shall review all reports submitted pursuant
to this Code and compare all reported personal securities
transactions with completed portfolio transactions of the
Trust and a list of securities being considered for purchase
or sale by the Trust to determine whether a violation of this
Code may have occurred. Before making any determination that a
violation has been committed by any person, the Review Officer
shall give such person an opportunity to supply additional
explanatory material.
(b) If the Review Officer determines that a violation of this Code
may have occurred, he shall submit his written determination,
together with the confidential monthly report and any
additional explanatory material provided by the individual, to
the President of the Trust and outside counsel, who shall make
an independent determination as to whether a violation has
occurred.
(c) If the President and outside counsel find that a violation has
occurred, the President shall impose upon the individual such
sanction as he or she deems appropriate and shall report the
violation and the sanction imposed to the Board of Trustees of
the Trust.
(d) No person shall participate in a determination of whether he
has committed a violation of the Code or of the imposition of
any sanction against himself. If a securities transaction of
the President is under consideration, any Vice President shall
act in all respects in the manner prescribed herein for the
President.
(e) The President of the Trust shall, at least annually, submit to
the Board of Trustees a written report that describes any
issues arising under this Code of Ethics or the Trust's
procedures since the last report, including, but not limited
to, information
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about material violations of this Code or Trust procedures or
sanctions imposed in response to the violations, and certifies
that the Trust has adopted procedures reasonably necessary to
prevent Access Persons from violating this Code of Ethics.
15. VIOLATIONS OF THIS CODE
Violations of this Code may result in the imposition of
sanctions by the SEC, other regulatory authorities or the Trust, including
forfeiture of any profit from a transaction, reduction in salary and suspension
or termination of employment. Determinations as to whether a violation has
occurred and the appropriate sanctions, if any, shall be made by the Board of
Trustees of the Trust; provided however, that no person believed to have
violated this Code shall participate in such determinations made with respect to
his or her own conduct.
CERTIFICATION
I have read The Achievement Funds Trust Code of Ethics in its
entirety and I understand it. I agree to comply fully with all of its
provisions. Further, I agree to certify in writing that I have complied with the
terms of this Code of Ethics on an annual basis.
NAME OF
COVERED PERSON:______________________________________
Dated:_______________________________________________
SIGNATURE:___________________________________________
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EXHIBIT A
THE ACHIEVEMENT FUNDS TRUST
PERSONAL TRADING AUTHORIZATION FORM
In connection with the contemplated (check one) purchase __ * sale __*
by ________________________________ of ________________________________________
(name) (number of shares)
of ________________________________ on ________________________________________
(name of security) (date)
I confirm that: (a) to my knowledge and belief, there presently is no
outstanding order to purchase or sell the above-listed security for an
investment portfolio of The Achievement Funds Trust (the "Trust"); (b) there is
no outstanding oral or written communication with respect to that security that
has not been acted upon or rejected; (c) I have no present intention to purchase
or sell that security for the Trust and I am not aware that such security is
being considered by anyone with discretionary authority over trading on behalf
of the Trust and (d) I am not in possession of material non-public information
with respect to the security described above nor am I making the transaction
described above on the basis of inside information. I further confirm that the
above conditions have existed during this entire business day.
Dated: ____________________________________________
Signed: ___________________________________________
Approved: _________________________________________
Dated: ____________________________________________
*If other than market order, describe proposed limits:
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