Exhibit (p)(1): Code of Ethics for the Nottingham Investment Trust II
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NOTTINGHAM INVESTMENT TRUST II
AMENDED AND RESTATED CODE OF ETHICS
(As amended on June 19, 2000)
WHEREAS, Nottingham Investment Trust II ("Trust"), is a registered
investment company under the Investment Company Act of 1940, as amended ("1940
Act"), which is authorized to issue its shares of beneficial interest in
separate series representing the interests in separate funds of securities and
other assets (each a "Fund"); and
WHEREAS, Rule 17j-1 under the 1940 Act ("Rule 17j-1" or "Rule") makes
it unlawful for certain persons, including Trustees, officers, and other
investment personnel of the Trust and any Fund of the Trust, to engage in
fraudulent, manipulative, or deceptive conduct in connection with their personal
trading of securities "held or to be acquired" by any Fund of the Trust; and
WHEREAS, Rule 17j-1 under the 1940 Act requires the Trust and each
investment adviser ("Adviser") for each Fund and Capital Investment Group, Inc.
("Distributor"), the principal underwriter for each of the Trust's Funds, to
adopt a code of ethics and to establish procedures reasonably designed to: (i)
govern the personal securities activities of Access Persons, as defined herein;
(ii) prevent the employment of any device, scheme, artifice, practice, or course
of business that operates or would operate as a fraud or deceit on the Trust or
any Fund with respect to those personal securities transactions; and (iii)
otherwise prevent personal trading prohibited by the Rule; and
WHEREAS, the policies, restrictions, and restrictions included in this
Code of Ethics are designed to prevent violations of Rule 17j-1 under the 1940
Act; and
WHEREAS, the Trust desires to amend its existing Code of Ethics to
reflect recent amendments to Rule 17j-1;
NOW, THEREFORE, the Trust hereby adopts this Amended and Restated Code
of Ethics ("Code") for the Trust and each Fund of the Trust to read in its
entirety as follows:
A. Unlawful Actions
Rule 17j-1(b) under the 1940 Act makes it unlawful for any Trustee,
officer or other Access Person of the Trust, in connection with the
purchase or sale by such person of a "security held or to be acquired"
by any investment portfolio of the Trust:
1. To employ any device, scheme, or artifice to defraud the Trust
or a Fund;
2. To make to the Trust or a Fund any untrue statement of a
material fact or omit to state to the Trust or a Fund a
material fact necessary in order to make the statements made,
in light of the circumstances under which they are made, not
misleading;
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3. To engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon the Trust
or a Fund; or
4. To engage in any manipulative practice with respect to the
Trust or a Fund.
B. Definitions
1. "Access Person" shall mean: (a) any trustee, director,
officer, general partner, or "Advisory Person" (as defined
below) of the Trust or any Fund or an Adviser thereof; or (b)
any director, officer, or general partner of the Distributor
who, in the ordinary course of business, makes, participates
in or obtains information regarding the purchase or sale of
"Covered Securities" (as defined below), by any Fund for which
the Distributor so acts, or whose functions or duties in the
ordinary course of business relate to the making of any
recommendation to any Fund regarding the purchase and sale of
Covered Securities. Notwithstanding the provisions of clause
(a) above, where an Adviser is primarily engaged in a business
or businesses other than advising registered investment
companies or other advisory clients, the term "Access Person"
shall mean any trustee, director, officer, general partner, or
Advisory Person of an Adviser who, with respect to any Fund,
makes any recommendation, participates in the determination of
which recommendation shall be made, or whose principal
function or duties relate to the determination of which
recommendation shall be made to any Fund, or who, in
connection with his or her duties, obtains any information
concerning Covered Securities recommendations being made by
such Adviser to any Fund of the Trust.
2. An "Advisory Person" shall mean: (a) any employee of the Trust
or any Fund or of an Adviser thereof (or of any company in a
control relationship to Trust, Fund or any Adviser) who, in
connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase
or sale of Covered Securities by any Fund, or whose functions
relate to the making of any recommendations with respect to
such purchases or sales, and (b) any natural person in a
control relationship with the Trust or any Fund or an Adviser
thereof who obtains information concerning recommendations
made to any Fund regarding the purchase or sale of Covered
Securities by the Fund.
3. "Beneficial Ownership" for the purposes of this Code shall be
interpreted in a manner that is consistent with Section 16 of
the Securities Exchange Act of 1934, as amended ("1934 Act"),
and Rule 16a-1(a)(2) thereunder, which generally speaking,
encompasses those situations in which the beneficial owner has
the right to enjoy some direct or indirect "pecuniary
interest" (i.e., some economic benefit) from the ownership of
a security. Any report of beneficial ownership required
thereunder shall not be construed as an admission that the
person making the report has any direct or indirect beneficial
ownership in the Covered Securities to which the report
relates.
4. "Code" shall mean the Code of Ethics of the Trust.
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5. "Control" shall have the meaning as that set forth in Section
2(a)(9) of the 1940 Act.
6. "Covered Security" means a "security" as set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include:
(a) direct obligations of the U.S. Government; (b) bankers'
acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments, including
repurchase agreements; and (c) shares of registered open-end
investment companies.
7. "Disinterested Trustee" of the Trust means a Trustee who is
not an "interested person" of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act. An "interested person" of
the Trust includes any person who is a trustee, director,
officer, employee, or owner of 5% or more of the outstanding
stock of an Adviser of or the Distributor. Affiliates of
brokers or dealers are also "interested persons" of the Trust,
except as provided in Rule 2a19-1 under the 1940 Act.
8. "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, as amended ("1933
Act"), the issuer of which, immediately before the
registration, was not subject to the reporting requirements of
Sections 13 or 15(d) of the 1934 Act.
9. "Investment Personnel" of a Fund or an Adviser means: (a) any
employee of the Trust or any Fund or Adviser (or any company
in a control relationship to the Trust, Fund or any Adviser)
who, in connection with his or her regular functions or
duties, makes or participates in making recommendations
regarding the purchase or sale of securities by any Fund; or
(b) any natural person who controls the Trust, Fund or any
Adviser and who obtains information concerning recommendations
made to any Fund regarding the purchase or sale of securities
by any Fund.
10. "Limited Offering" means an offering that is exempt from
registration under the 1933 Act pursuant to Section 4(2) or
Section 4(6) or pursuant to Rules 504, 505 or 506 under the
1933 Act.
11. "Purchase or sale of a security" includes, among other things,
the writing of an option to purchase or sell a security or the
purchase or sale of a future or index on a security or option
thereon.
12. "Review Officer" means, with respect to the Trust, the
Secretary of the Trust or such other person(s) as may be
designated by the Board of Trustees of the Trust. In this
regard, each Adviser of and the Distributor for each Fund
shall appoint a compliance officer for each such Adviser or
the Distributor, which person shall be designated by the Board
of Trustees of the Trust as the "Review Officer" with respect
to such Adviser or the Distributor. One of the primary reasons
for this delegation by the Board of responsibility to the
designated Review Officer for each Adviser or the Distributor
is so that each such Review Officer will assume the
responsibility to monitor its relevant Adviser's or
Distributor's compliance with the Code in connection with all
Access Persons associated with such Adviser or Distributor. In
this regard, the Review Officer for each Adviser and the
Distributor shall approve all transactions, receive reports
and otherwise monitor compliance with the Code in connection
with all Access Persons associated with such Adviser and the
Distributor. Access Persons who provide copies of all
confirmations, account statements and reports to such Review
Officer in accordance with the Adviser's or the Distributor's
code of ethics will not be required to provide copies of such
confirmations, account statements and reports to the Trust's
Review Officer pursuant to this paragraph. In turn, each
Review Officer of any Adviser and the Distributor shall report
at least quarterly to the Secretary of the Trust all
violations of this Code or such Adviser's or Distributor's
code of ethics that occurred during the past quarter. The
Review Officer with respect to the Trust shall: (a) approve
transactions, receive reports and otherwise monitor compliance
with the Code in connection with all Access Persons not
otherwise associated with an Adviser of or the Distributor to
any Fund; (b) receive reports from all other Review Officers
designated hereunder; (c) report at least quarterly to the
Board of Trustees of the Trust all violations of this Code
that occurred during the past quarter; and (d) provide the
Board with an annual written report with respect to the
information specified in Section D.5. below.
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13. A Covered Security is for purposes of this Code being "held or
to be acquired" by any Fund if within the most recent 15 days
the Covered Security: (a) is or has been held by a Fund; (b)
is being held or has been considered by a Fund or its Adviser
for purchase by the Fund; or (c) any option to purchase or
sell, any Covered Security convertible into or exchangeable
for, a Covered Security described in (a) or (b) of this
paragraph.
14. A Covered Security is "being considered for purchase or sale"
when, among other things, a recommendation to purchase or sell
a security for a Fund has been made and communicated and, with
respect to the person making the recommendation, when such
person seriously considers making such a recommendation.
15. All references herein to an "Adviser" of a Fund shall be
deemed to include any "co-adviser" or "sub-adviser" of such
Fund as the case may be.
C. Trust Policy
1. No Violations of Rule 17j-1: It is the policy of the Trust
that no "Access Person" of the Trust or of a Fund shall engage
in any act, practice or course of conduct that would violate
the provisions of Rule 17j-1(b) or Section A. of this Code.
2. Disclosure of Interested Transactions: No Access Person shall
recommend any transactions with respect to a Covered Security
by any Fund of the Trust without first disclosing his or her
interest, if any, in such Covered Securities or the issuer
thereof, including without limitation:
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(a) any direct or indirect Beneficial Ownership of any Covered
Securities of such issuer;
(b) any contemplated transaction by such person in such Covered
Securities;
(c) any position with the issuer of the Covered Securities or
its affiliates; and
(d) any present or proposed business relationship between the
issuer of the Covered Securities or its affiliates and such
person or any party in which such person has a significant
interest.
3. Initial Public Offerings ("IPOs"): No Investment Personnel
shall acquire, directly or indirectly, any Beneficial
Ownership in any IPO without first obtaining prior approval of
the appropriate Review Officer for that Investment Personnel,
which Review Officer: (a) has been provided by such Investment
Personnel with full details of the proposed transaction
(including written certification that the investment
opportunity did not arise by virtue of the Investment
Personnel's activities on behalf of such Fund ) and (b) has
concluded after consultation with other Investment Personnel
of such Fund (who have no personal interest in the issuer
involved in the IPO) that such Fund has no foreseeable
interest in purchasing such Covered Security.
4. Limited Offerings: No Investment Personnel shall acquire,
directly or indirectly, Beneficial Ownership of any Covered
Security which is a Limited Offering without first obtaining
the prior approval of the Review Officer of the relevant
Adviser, which Review Officer:
(a) has been provided by such Investment Personnel with full
details of the proposed transaction (including written
certification that the investment opportunity did not arise
by virtue of the Investment Personnel's activities on behalf
of such Fund ) and
(b) has concluded after consultation with other Investment
Personnel of such Fund (who have no personal interest in the
issuer involved in the private placement) that such Fund has
no foreseeable interest in purchasing such Covered Security.
5. Exempt Transactions: The prohibited activities set forth in
this Section C. shall not apply to:
(a) purchases or sales effected in any account over which such
person has no direct or indirect influence or control;
(b) purchases or sales that are nonvolitional on the part of the
person or any Fund of the Trust;
(c) purchases that are part of an automatic dividend
reinvestment plan;
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(d) 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 sales of such rights so acquired;
D. Procedures
1. Persons Required to Make Reports. In order to provide the
Trust with information to enable it to determine, with
reasonable assurance, whether the provisions of Rule 17j-1(b)
and this Code are being observed by its Access Persons:
(a) Each Access Person shall submit reports to the relevant
Review Officer for that Access Person, in the form attached
hereto as Exhibits A-D, in order to provide information with
respect to all transactions in Covered Securities in which
the Access Person has, or by reason of such transaction
acquires, any direct or indirect Beneficial Ownership,
except for exempt transactions listed under Section C.5.
(b) No Disinterested Trustee need make a report with respect to
his initial holdings, as required by Section D.3 below, or
an annual report, as required by Section D.4 below, solely
by reason of being a Trustee of the Trust.
(c) No Disinterested Trustee need make quarterly transaction
reports with respect to any Covered Security, as required by
Section D.2 below, unless the Disinterested Trustee knew at
the time of the transaction, or in the ordinary course of
fulfilling his official duties as a Trustee should have
known, that during the 15-day period immediately preceding
or following the date of the transaction (or such period
prescribed by applicable law) such Covered Security was
purchased or sold, or was being considered for purchase or
sale, by any Fund.
(d) No Access Person to an Adviser need make a quarterly
transaction report to the Adviser under this Code if all the
information in the report would duplicate information
required to be recorded under Rule 204-2(a)(12) or Rule
204-2(a)(13) under the Investment Advisers Act of 1940.
(e) No Access Person need make a quarterly transaction report
under this Code if the quarterly transaction report would
duplicate information contained in broker trade
confirmations or account statements received by the Trust,
any Fund, Adviser or Distributor with respect to the Access
Person in the time period required by this Code, if all of
the information required by this Code is contained in the
broker trade confirmations or account statements, or in the
records of the Trust, any Fund, Adviser or Distributor.
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(f) Any Access Person who is an officer, director or employee or
otherwise an affiliated person of any Adviser or Distributor
shall submit all reports required by this Code with the
Review Officer for that Access Person.
2. Quarterly Transaction Reports:
(a) Quarterly securities transaction reports shall be made by
every Access Person, other than those excepted in Section
D.1 above, no later than 10 days after the end of the
calendar quarter in which the securities transaction being
reported was effected, and shall contain the following
information:
(i) 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 Covered Security involved;
(ii) the nature of the transaction (i.e., purchase,
sale, or any other type of acquisition or
disposition);
(iii) the price of the Covered Security at which the
transaction was effected;
(iv) the name of the broker, dealer, or bank with or
through whom the transaction was effected; and
(v) the date that the report is submitted by the
Access Person.
(b) Form of Report. Such quarterly transaction report shall be
in the form attached hereto as Exhibit A, or if the Access
Person is an Access Person of an Adviser of or the
Distributor for any Fund, in such form required by such
Adviser or Distributor, provided it contains the information
required herein. (In lieu of providing such quarterly
transaction reports, an Access Person may arrange for
duplicate confirmations and account statements to be
provided directly to the Review Officer for such Access
Person no later than 10 days after the end of each calendar
quarter.)
(c) Information for Each Account. With respect to any account
established by the Access Person in which securities were
held during the quarter for the direct or indirect benefit
of the Access Person, the following information is required
to be provided:
(i) the name of the broker, dealer or bank with whom
the Access Person established the account;
(ii) the date the account was established; and
(iii) the date the report is submitted by the Access
Person.
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3. Initial Holdings Report. Unless otherwise excepted in Section
D.1 above, every Access Person must report to the relevant
Review Officer for that Access Person no later than 10 days
after that person becomes an Access Person, 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;
(b) the name of any broker, dealer or bank with whom the Access
Person maintained an account in which any Covered Securities
were held for the direct or indirect benefit of the Access
Person as of the date the person became an Access Person;
and
(c) the date that the report is submitted by the Access Person.
4. Annual Reports. Unless otherwise excepted under Section D.1
above, every Access Person must annually report to the Trust,
no later than 30 days after the end of each calendar year, the
following information (which information must be current as of
a date no more than 30 days before the report is submitted):
(a) the title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct
or indirect Beneficial Ownership;
(b) the name of any broker, dealer or bank with whom the Access
Person maintains an account in which any Covered Securities
are held for the direct or indirect benefit of the Access
Person; and
(c) the date that the report is submitted by the Access Person.
5. Certification of Compliance. Each Access Person is required to
annually certify to the Review Officer of the Trust that the
Access Person has read and understands this Code and
recognizes that he or she is subject to this Code. Further,
each Access Person is required to annually certify that he or
she has complied with all the requirements of the Code and
that he or she has disclosed or reported all personal
securities transactions required to be disclosed or reported
pursuant to the requirements of the Code. Such certification
shall be in the form attached hereto as Exhibit E, which shall
be delivered annually to the Trust's Review Officer. This
requirement applies to all Trustees, including the
Disinterested Trustees.
6. Disclaimer of Beneficial Ownership. Any report by an Access
Person may contain a statement that it shall not be construed
as an admission by the person making the report that he or she
has any direct or indirect Beneficial Ownership in the
security to which the report relates.
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7. Review by the Board of Trustees. At least quarterly, the
Review Officer shall prepare and provide a written report to
the Board of Trustees with respect to all issues that, under
the Code, have occurred since the last quarterly report to the
Board, including, but not limited to, information about
material violations of the Code or the procedures and
sanctions imposed in response to those material violations. In
addition, at least annually, the Review Officer shall certify
to the Board that the Trust, each of the Advisers and the
Distributor have adopted procedures reasonably necessary to
prevent Access Persons from violating the Code. With respect
to each of the Advisers and the Distributor, the certification
by the Trust's Review Officer may be based on certifications
provided to the Trust's Review Officer by the Review Officer
of each of the Advisers and the Distributor.
Upon discovery of a violation of this Code, the Board of
Trustees may impose such sanctions, as it deems appropriate.
At least annually, the Review Officer shall prepare and
provide a written report to the Board of Trustees:
(a) All existing procedures concerning Access Persons' personal
investing activities and any procedural changes made during
the past year;
(b) Any recommended changes to this Code or procedures; and
(c) A summary of any violations that occurred during the past
year requiring significant remedial action.
8. Approval of Codes of each of the Advisers and the Distributor.
The Board of Trustees, including a majority of the
Disinterested Trustees, must approve the codes of ethics of
each Adviser and the Distributor for any Fund and must approve
any material changes to the each of those codes. Prior to
approving the code of ethics for each Adviser and the
Distributor, or any material change thereto, the Board must
receive a certification from such party that it has adopted
procedures reasonably necessary to prevent Access Persons from
violating its code of ethics. The Board must approve the code
of ethics of each Adviser and the Distributor before initially
retaining the services of such party. The Board must approve a
material change to a code of ethics no later than six (6)
months after adoption of the material change.
9. Notices by Review Officer. The Review Officer shall notify
each Access Person and Investment Personnel who may be
required to preclear transactions and/or make reports pursuant
to the Code that such person is subject to the Code and shall
deliver a copy of this Code to each such person. Any
amendments to the Code shall be similarly furnished to each
such person.
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E. Sanctions
1. Sanctions for Violations by Trustees, Executive Officers, and
Other Access Persons (Other than Disinterested Trustees)
If the Review Officer determines that a violation or apparent
violation of this Code has occurred, he or she shall so advise
the Board of Trustees of the Trust, and if a violation is
determined, such persons may be subject to sanctions,
including, inter alia, a letter of censure or suspension or
termination of the employment of the violator. Any financial
profits realized by an Access Person or Investment Personnel
through the prohibited personal trading activities described
in this Code may be required to be disgorged. All material
violations of the Code and any sanctions imposed as a result
thereto shall be reported periodically to the Board of
Trustees.
2. Sanctions for Violations by Disinterested Trustees
If the Review Officer determines that any Disinterested
Trustee, has violated or apparently violated this Code, he or
she shall so advise the President of the Trust, and also the
Disinterested Trustees (other than the person whose
transaction is at issue) and shall provide such persons with
the report, the record of pertinent actual or contemplated
portfolio transactions of any affected Fund of the Trust, and
any additional information supplied by such person. If a
violation is determined, the Disinterested Trustees, other
than the Trustee in violation of the Code, shall either impose
such sanctions, as they deem appropriate or refer the matter
to the full Board of Trustees of the Trust, which shall impose
such sanctions, as it deems appropriate.
F. Miscellaneous
1. Records. The Trust shall maintain records in the manner and to
the extent set forth below, which records may be maintained on
microfilm under the conditions described in Rule 31a-2(f)
under the 1940 Act, and shall be available for examination by
representatives of the Securities and Exchange Commission:
(a) a copy of this Code and any other code that is, or at any
time within the past five years has been, in effect shall be
preserved in an easily accessible place;
(b) a record of any violation of this Code, and of any action
taken as a result of such violation, shall be preserved in
an easily accessible place for a period of not less than
five years following the end of the fiscal year in which the
violation occurs;
(c) a copy of each report made pursuant to this Code shall be
preserved for a period of not less than five years from the
end of the fiscal year in which it is made, the first two
years in an easily accessible place; and
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(d) a list of all persons who are required, or within the past
five years have been required, to make reports pursuant to
this Code shall be maintained in an easily accessible place.
(e) a copy of each report of the Board shall be preserved by the
Trust for at least five years after the end of the fiscal
year in which it is made, the first two years in an easily
accessible place; and
(f) the Trust shall preserve a record of any decision, and the
reasons supporting the decision to approve the acquisition
by any Investment Personnel of shares in any IPO or Limited
Offering for at least five years after the end of the fiscal
year in which the approval is granted, the first two years
in an easily accessible place.
2. Confidentiality. All reports of securities transactions and
any other information filed pursuant to this Code shall be
treated as confidential, except that the same may be disclosed
to the Board of Trustees of the Trust, to any regulatory or
self-regulatory authority or agency upon its appropriate
request, or as required by law or court or administrative
order.
3. Amendment; Interpretation of Provisions. The Board of
Trustees of the Trust may from time to time may amend this
Code or adopt such interpretations of this Code, as it deems
appropriate.
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EXHIBIT A
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CODE OF ETHICS
NOTTINGHAM INVESTMENT TRUST II
Securities Transaction Report
For the Calendar Quarter Ended: ______________________________
(mo./day/yr.)
During the quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such transaction
acquired, direct or indirect beneficial ownership, and which are required to be
reported pursuant to the Nottingham Investment Trust II's Code of Ethics.
<TABLE>
<S> <C> <C> <C> <C> <C>
---------------------- ------------------- ------------------ ----------------- ------------------- ---------------------
No. of Shares Nature of
and Principal Transaction Broker-Dealer or
Price of the Date of the Amount of the (Purchase, Sale, Bank Through Whom
Security Transaction Transaction Security Other) Effected
-------- ----------- ----------- -------- ------ --------
---------------------- ------------------- ------------------ ----------------- ------------------- ---------------------
---------------------- ------------------- ------------------ ----------------- ------------------- ---------------------
---------------------- ------------------- ------------------ ----------------- ------------------- ---------------------
---------------------- ------------------- ------------------ ----------------- ------------------- ---------------------
---------------------- ------------------- ------------------ ----------------- ------------------- ---------------------
---------------------- ------------------- ------------------ ----------------- ------------------- ---------------------
---------------------- ------------------- ------------------ ----------------- ------------------- ---------------------
</TABLE>
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transaction not
required to be reported because such securities are exclude form the definition
of "Covered Security" under the Code of Ethics of the Nottingham Investment
Trust II, and (iii) is not an admission that I have or had any direct or
indirect Beneficial Ownership in the securities listed above.
Dated: ____________________________
Signature: ____________________________
<PAGE>
EXHIBIT B
---------
CODE OF ETHICS
NOTTINGHAM INVESTMENT TRUST II
Initial Holdings Report
As of the below date, I held the following position in these
securities in which I may be deemed to have a direct or indirect beneficial
ownership, and which are required to be reported pursuant to the Nottingham
Investment Trust II's Code of Ethics:
<TABLE>
<S> <C> <C> <C>
-------------------------------------- --------------- ------------------- -----------------------------------------
No. of Principal Broker/Dealer or Bank
Security Shares Amount Where Account is Held
-------- ------ ------ ---------------------
-------------------------------------- --------------- ------------------- -----------------------------------------
-------------------------------------- --------------- ------------------- -----------------------------------------
-------------------------------------- --------------- ------------------- -----------------------------------------
-------------------------------------- --------------- ------------------- -----------------------------------------
-------------------------------------- --------------- ------------------- -----------------------------------------
-------------------------------------- --------------- ------------------- -----------------------------------------
</TABLE>
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transaction not
required to be reported because such securities are exclude form the definition
of "Covered Security" under the Code of Ethics of the Nottingham Investment
Trust II, and (iii) is not an admission that I have or had any direct or
indirect Beneficial Ownership in the securities listed above.
Date: ____________________________ Signature: _________________________
<PAGE>
EXHIBIT C
---------
CODE OF ETHICS
NOTTINGHAM INVESTMENT TRUST II
Account Establishment Report
For the Calendar Quarter Ended _________________
During the quarter referred to above, the following accounts were
established for securities in which I may be deemed to have a direct or indirect
beneficial ownership, and is required to be reported pursuant to the Nottingham
Investment Trust II's Code of Ethics:
-------------------------------------------------- --------------------------
Broker/Dealer or
Bank Where Date
Account Was Account Was
Established Established
----------- -----------
-------------------------------------------------- --------------------------
-------------------------------------------------- --------------------------
-------------------------------------------------- --------------------------
-------------------------------------------------- --------------------------
-------------------------------------------------- --------------------------
-------------------------------------------------- --------------------------
-------------------------------------------------- --------------------------
Date: ____________________________ Signature: _________________________
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EXHIBIT D
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CODE OF ETHICS
NOTTINGHAM INVESTMENT TRUST II
Annual Holdings Report
As of December 31, ___, I held the following positions in securities
in which I may be deemed to have a direct or indirect beneficial ownership, and
which are required to be reported pursuant to Nottingham Investment Trust II's
Code of Ethics:
<TABLE>
<S> <C> <C> <C>
-------------------------------------- --------------- ------------------- -----------------------------------------
No. of Principal Broker/Dealer or Bank
Security Shares Amount Where Account is Held
-------- ------ ------ ---------------------
-------------------------------------- --------------- ------------------- -----------------------------------------
-------------------------------------- --------------- ------------------- -----------------------------------------
-------------------------------------- --------------- ------------------- -----------------------------------------
-------------------------------------- --------------- ------------------- -----------------------------------------
-------------------------------------- --------------- ------------------- -----------------------------------------
-------------------------------------- --------------- ------------------- -----------------------------------------
</TABLE>
This report is not an admission that I have or had any direct or
indirect beneficial Ownership in the securities listed above.
Date: ____________________________ Signature: _____________________
<PAGE>
EXHIBIT E
---------
CODE OF ETHICS
NOTTINGHAM INVESTMENT TRUST II
Annual Certificate Of Compliance
For the Calendar Year Ended _________________________
(mo./day/yr.)
As an Access Person as defined in Nottingham Investment Trust II's Code
of Ethics adopted pursuant to Rule 17j-1 under the Investment Company Act of
1940, as amended ("Code"), I hereby certify that I have read and understand the
Code, recognize that I am subject to the Code, and intend to comply with the
Code. I further certify that, during the calendar year specified above, and
since my last Certificate of Compliance under the Code, I have complied with the
requirements of the Code and have disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the requirements
of the Code.
_____________________________
Signature
_____________________________
Name
(Please Print)
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NOTTINGHAM INVESTMENT TRUST II
ADOPTION OF PROCEDURES PURSUANT TO RULE 17j-1 OF
THE INVESTMENT COMPANY ACT OF 1940
Pursuant to Rule 17j-1(c) under the investment Company Act of 1940, as
amended, Capital Investment Counsel, Inc. does hereby certify that it has
adopted procedures reasonably necessary to prevent "Access Persons" from
violating its Code of Ethics.
IN WITNESS WHEREOF, of the undersigned Compliance Officer has executed
this certificate as of _______________, 2000.
_____________________________
[Name]
_____________________________
[Title]
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NOTTINGHAM INVESTMENT TRUST II
ADOPTION OF PROCEDURES PURSUANT TO RULE 17j-1 OF
THE INVESTMENT COMPANY ACT OF 1940
Pursuant to Rule 17j-1(c) under the investment Company Act of 1940, as
amended, EARNEST Partners Limited, LLC does hereby certify that it has adopted
procedures reasonably necessary to prevent "Access Persons" from violating its
Code of Ethics.
IN WITNESS WHEREOF, of the undersigned Compliance Officer has executed
this certificate as of _______________, 2000.
_____________________________
[Name]
_____________________________
[Title]
<PAGE>
NOTTINGHAM INVESTMENT TRUST II
ADOPTION OF PROCEDURES PURSUANT TO RULE 17j-1 OF
THE INVESTMENT COMPANY ACT OF 1940
Pursuant to Rule 17j-1(c) under the investment Company Act of 1940, as
amended, Brown Capital Management, Inc. does hereby certify that it has adopted
procedures reasonably necessary to prevent "Access Persons" from violating its
Code of Ethics.
IN WITNESS WHEREOF, of the undersigned Compliance Officer has executed
this certificate as of _______________, 2000.
_____________________________
[Name]
_____________________________
[Title]
<PAGE>
NOTTINGHAM INVESTMENT TRUST II
ADOPTION OF PROCEDURES PURSUANT TO RULE 17j-1 OF
THE INVESTMENT COMPANY ACT OF 1940
Pursuant to Rule 17j-1(c) under the investment Company Act of 1940, as
amended, Wilbanks, Smith & Thomas Asset Management, Inc. does hereby certify
that it has adopted procedures reasonably necessary to prevent "Access Persons"
from violating its Code of Ethics.
IN WITNESS WHEREOF, of the undersigned Compliance Officer has executed
this certificate as of _______________, 2000.
_____________________________
[Name]
_____________________________
[Title]
<PAGE>
NOTTINGHAM INVESTMENT TRUST II
ADOPTION OF PROCEDURES PURSUANT TO RULE 17j-1 OF
THE INVESTMENT COMPANY ACT OF 1940
Pursuant to Rule 17j-1(c) under the investment Company Act of 1940, as
amended, Morehead Capital Advisors LLC does hereby certify that it has adopted
procedures reasonably necessary to prevent "Access Persons" from violating its
Code of Ethics.
IN WITNESS WHEREOF, of the undersigned Compliance Officer has executed
this certificate as of _______________, 2000.
_____________________________
[Name]
_____________________________
[Title]
<PAGE>
NOTTINGHAM INVESTMENT TRUST II
ADOPTION OF PROCEDURES PURSUANT TO RULE 17j-1 OF
THE INVESTMENT COMPANY ACT OF 1940
Pursuant to Rule 17j-1(c) under the investment Company Act of 1940, as
amended, Capital Investment Group, Inc. does hereby certify that it has adopted
procedures reasonably necessary to prevent "Access Persons" from violating its
Code of Ethics.
IN WITNESS WHEREOF, of the undersigned Compliance Officer has executed
this certificate as of _______________, 2000.
_____________________________
[Name]
_____________________________
[Title]
