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Exhibit (p)(2)
BANK OF OKLAHOMA, N.A.
INVESTMENT COMPANY CODE OF ETHICS
STATEMENT OF GENERAL PRINCIPLES
It is the policy of Bank of Oklahoma, N.A. (BOK) that Portfolio Managers,
Investment Personnel and Access Persons should (1) at all times place the
interests of the American Performance Funds shareholder first; (2) conduct all
personal securities transactions in a manner that is consistent with the Code of
Ethics and avoids any actual or potential conflict of interest or any abuse of
the individual's position of trust and responsibility; and (3) adhere to the
fundamental standard that BOK personnel should not take inappropriate advantage
of their positions.
DEFINITIONS
(1) Portfolio Managers have the responsibility and authority to make
decisions about fund investments. For BOK, the corresponding
individuals would be Fund Managers.
(2) Investment Personnel includes Portfolio Managers as defined above, as
well as managers of individual account portfolios and the analysts and
traders who provide information and advice to a Portfolio Manager or
who help execute the portfolio manager's decisions. For BOK, the
corresponding individuals would be Fund Managers and Investment
Officers of individual account portfolios.
(3) Access Persons include Portfolio Managers and Investment Personn el as
defined above, as well as any director, officer, or employee of BOK
who, in the course of their normal workplace duties, obtain information
about a Fund's purchases or sales of securities.
GOVERNING STANDARDS
This Code of Ethics shall be governed by Rule 17j-1 under the Investment Company
Act of 1940 and reflects the recommendations of the Investment Company
Institute's Guidelines on Personal Investing.
Portfolio Managers, Investment Personnel, or Access Persons shall not in the
connection with the purchase or sale by such person of a security "held or to be
acquired" by any investment portfolio (A "Fund") of the American Performance
Funds (the "Trust") commit the following:
(1) Employ a device, scheme or artifice to defraud a Fund;
(2) Make to a Fund any untrue statement of a material fact or omit to state
to a Fund or the Trust a material fact necessary in order to make the
statements made, 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 Fund or the Trust; or
(4) Engage in any manipulative practice with respect to a Fund or the
Trust.
A security is "held or to be acquired" if within the most recent 15 days it (1)
is or has been held by a Fund, or (2) is being or has been considered by a Fund,
or the investment adviser for a Fund (BOK) for purchase by a Fund. A purchase or
sale includes the writing of an option to purchase or sell.
INVESTMENT CODE OF ETHICS
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SUBSTANTIVE RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES
1. Initial Public Offerings/Private Placements
All Investment Personnel shall, prior to purchasing securities in an
initial public offering or private placement:
a. Obtain the prior written approval(1) of the Investment
Management Group Manager and Trust Counsel;
b. Disclose the investment when they are involved in any
subsequent decision to invest in the issuer on behalf of a
Fund, and refer the decision to purchase securities of the
issuer to the Investment Management Group Manager.
2. Other Restrictions on Specific Investments - Good Until Cancelled Sell
Stops, Covered Calls, Equity Puts(2)
The following conditions must be satisfied prior to purchasing or
selling any of these types of investments:
a. The securities in question (subject to the sell stop, put or
call) are not "held or to be acquired" (as that term has been
previously defined) by a Fund;
b. Preclearance is obtained, with special consideration as to the
stock's trading volume.
c. The securities have been held at least 60 days, and are not to
be purchased within the blackout periods as defined below.
3. Blackout Periods
a. Same Day
All Access Persons are prohibited from executing a securities
transaction on a day when a Fund 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.
b. Seven Day
Portfolio Managers are prohibited from buying or selling a
security within at least seven (7) calendar days before and
after the Fund he or she manages trades in that security. Any
profits realized on trades within the proscribed periods will
be disgorged.
4. Ban on Short-Term Trading Profits
All Investment Personnel are prohibited from profiting in the purchase
and sale, or the sale and purchase, of the same (or equivalent)
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(1) Copies of the approval, and the rationale for the approval, shall be
forwarded to the Trust Compliance Officer to be retained with the duplicate copy
of the trade confirmation.
(2) These are interpretations, resulting from specific questions from a
Portfolio Manager.
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INVESTMENT CODE OF ETHICS
SUBSTANTIVE RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES - continued
securities within 60 calendar days. Any profits realized on trades
within the proscribed periods will be disgorged.(3)
5. Gifts
All Investment Personnel are prohibited from receiving any gift or
other thing of more than $100 value from any person or entity that does
business with or on behalf of a Fund.
6. Service as a Director
All Investment Personnel are prohibited from serving on the board of
directors of publicly traded companies, without prior authorization
from BOK's and the Trust's Board of Directors.
DISCLOSURE AND REPORTING REQUIREMENTS
1. Preclearance
All Access Persons are required to preclear all transactions in
securities in which the person has or by reason of the transaction
acquires any direct or indirect beneficial ownership.(4) ("Personal
Securities") with Trust Compliance Officer or Trust Counsel. The Chief
Investment Officer may approve transactions other than his/her own.
2. Records of Personal Securities Transactions
Portfolio Managers, Investment Personnel and Access Persons are
required to direct their brokers to provide the Trust 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 (1)
securities issued or guaranteed by the United States Government, its
agencies or instrumentalities; (2) bankers acceptances; (3) bank
certificates of deposit; (4) commercial paper; (5) and shares of
registered open-end investment companies(5). Also, transactions in the
BOk 401(k) Plan are
INVESTMENT CODE OF ETHICS
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(3) Note: This prohibition applies regardless of portfolio holdings or
securities transactions of a Fund.
(4) Beneficial ownership of a security is determined in the same manner as it
would be for the purposes of Section 16 of the Securities Exchange Act of 1934,
except that such determination should be apply to all securities. Generally, a
person should consider himself the beneficial owner of securities held by his
spouse, his minor children, a relative who shares his home, or other persons if
by reason of any contact, understanding, relationship agreement or other
arrangement, he obtains from such ownership. He should also consider himself the
beneficial owner of securities if he can invest or revest title in himself now
or in the future. However, if the person subject to the Code does not have any
direct or indirect influence or control over the securities/accounts in
question, such securities/accounts are not subject to the Code.
(5) For Access Persons, all funds that are money market funds, or that limit
their investments to certain money market instruments, certain U.S. Government
securities and securities of other mutual funds are also exempt from the
transaction and holdings reporting requirements.
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DISCLOSURE AND REPORTING REQUIREMENTS - Continued
exempt from reporting since the options involve registered open-end
investment companies and BOk Financial Corp. The BOk 401(k) Plan
reporting exemption will not apply in the future if the investment
options are amended to permit the purchase of other securities.
3. Disclosure of Personal Holdings
All Access Persons are required to disclose all Personal Securities
holdings on commencement of employment(6) and thereafter on an annual
basis(7).
4. Certification of Compliance with Code of Ethics
All Access Persons 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 BOK with information to enable it to determine with
reasonable assurance whether the provisions of the Code of Ethics are being
observed by all Access Persons:
1. The Trust Compliance Officer shall notify each Access Person of the
reporting requirements of the Code of Ethics and shall deliver a copy
of the Code to each person.
2. Each Access Person shall submit to the Trust Compliance Officer or 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 Trust Compliance Officer within ten (10) calendar days
after year-end.
3. Each Access Person shall submit to the Trust Compliance Officer within
ten (10) days of 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 Trust Compliance
Officer within ten (10) calendar days after year-end.
4. Each Access Person shall submit to the Trust Compliance Officer on a
quarterly basis, reports in the form prescribed in Exhibit C, Personal
Securities Transactions. The quarterly reports shall be filed with the
Trust Compliance Officer within ten (10) calendar days after
quarter-end.
INVESTMENT CODE OF ETHICS
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(6) An access person must provide such a list no later than 10 days after he/she
becomes an access person.
(7) An access person must provide a report that is current as of a date no more
than 30 days before the report is submitted.
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COMPLIANCE PROCEDURES - continued
Decisions regarding the pre-c learance of all securities transactions for
Access Persons shall be documented in writing by the Trust Compliance
Officer or Trust Counsel. Access Persons shall make arrangements with their
broker to provide the Trust Compliance Officer, on timely basis, with
copies of confirmations of all Personal Securities transactions and copies
of periodic statements for all securities accounts.
6. The Trust Compliance Office shall report to the BOK Board of Directors:
(a) at the next meeting following the receipt of the annual report
of holdings or quarterly report of securities transactions,
the results of the review.
(b) any apparent violation of the reporting requirements.
7. The BOK Board of Directors shall consider reports made to it and shall
determine whether t he policies established in the Code of Ethics have
been violated, and what sanctions, if any, should be imposed. The Board
shall review the operation of this policy at least annually or as
dictated by changes in applicable securities regulation.
8. At least once per year, the BOK Board must provide the Board of the
Trust with a written report detailing the following:
(a) issues that arose during the previous year under the Code or
procedures applicable to BOK, including, but not limited to,
material code or procedural violations and any sanctions
imposed as a result of those sanctions; and
(b) certification that BOK has adopted procedures reasonably
necessary to prevent Access Personnel from violating the Code.
9. This Code of Ethics, a copy of each Personal Securities Holding Report
and Personal Securities Transactions Report by the parties covered in
the Code, any written report prepared by the Trust Compliance Officer,
and lists of all persons required to make reports shall be preserved
with BOK for the period required by Rule 17j-1 under the Investment
Company Act of 1940.
10. Any material change made to the Code must be approved by the Board of
the Trust within six months after the change is made. Such approval
must be based upon a determination that the Code contains provisions
reasonably necessary to prevent Access Persons from violating the Code.
Adopted as amended April 25, 2000
Originally adopted October 19, 1994
The Board of Directors
Bank of Oklahoma, N.A.
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Exhibit A
INVESTMENT COMPANY CODE OF ETHICS
ANNUAL CERTIFICATION OF COMPLIANCE
Underlined terms have the meaning assigned to them in the Investment Company
Code of Ethics, dated October 19, 1994.
As an Access Person I certify that I have read and understand the Investment
Company Code of Ethics. I further certify that I have complied with the
requirements of the Code and that I have disclosed or reported all personal
securities holdings and/or transactions required to be reported by the Code.
Signature Date
Print Name
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Exhibit B
INVESTMENT COMPANY CODE OF ETHICS
PERSONAL SECURITIES HOLDINGS REPORT
For the Calendar Year Ending XX/XX/XX
Underlined terms have the meaning assigned to them in the Investment Company
Code of Ethics, dated October 19, 1994.
To Compliance Officer:
As an Access Person, I am disclosing the following information regarding my
personal securities holdings to comply with the Investment Company Code of
Ethics. I further understand that the Code of Ethics does not require me to
report holdings in (1) securities issued or guaranteed by the United States
Government, its agencies or instrumentalities; (2) bankers acceptances; (3) bank
certificate 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 year end XX/XX/XX.
Signature Date
Print Name
2. I certify that the following personal securities holdings which require
reporting by me are accurate and complete for the year ending XX/XX/XX.
Security No. Of Shs/
Name Principal Amount
Signature Date
Print Name
3. I certify that the following brokers, dealers and banks are the only
institutions at which personal securities are maintained for my direct
or indirect benefit:
Broker/Dealer/Bank
Signature Date
Print Name
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Exhibit C
INVESTMENT COMPANY CODE OF ETHICS
PERSONAL SECURITIES TRANSACTIONS REPORT
For the Calendar Quarter Ending XX/XX/XX
Underlined terms have the meaning assigned to them in the Investment Company
Code of Ethics, dated October 19, 1994.
To Compliance Officer:
As an Access Person, I am disclosing the following information regarding my
personal securities to comply with the Investment Company Code of Ethics. I
further understand that the Code of Ethics does not require me to report
transactions in (1) securities issued or guaranteed by the United States
Government, its agencies or instrumentalities; (2) bankers acceptances; (3) bank
certificate of deposits; (4) commercial paper; (5) and shares of registered
open-end investment companies
1. I certify that I have not made any purchases or sales of personal
securities that require reporting for the quarter ending XX/XX/XX.
Signature Date
Print Name
2. I certify that the following personal securities transactions which
require reporting were made by me within the quarter ending XX/XX/XX.
<TABLE>
<CAPTION>
Interest Rate/ Date of Purchase/ Security No. Of Shs/ Price Total Broker or Bank
Maturity Date Transaction Sale Name Prin. Amt Executing Trade
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Signature Date
Print Name
3. I certify that in the quarter ending XX/XX/XX, I established no account
at which personal securities were held for my direct or indirect
benefit other than as shown below.
Broker/Dealer/Bank
Signature Date
Print Name
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