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EX-99.p
Code of Ethics
UNIVERSAL CAPITAL INVESTMENT TRUST
OPTIMUM INVESTMENT ADVISORS
CODE OF ETHICS
STATEMENT OF GENERAL POLICY
Optimum Investment Advisors (the "Adviser") seeks to foster a reputation
for integrity and professionalism. That reputation is a vital business asset.
The confidence and trust placed in the Adviser by investors in the Universal
Capital Investment Trust is something that is highly valued and must be
protected. As a result, any activity which creates even the suspicion of misuse
of material non-public information by the Adviser or any of its Employees, which
gives rise to or appears to give rise to any breach of fiduciary duty owed to
the Fund, or which creates any actual or potential conflict of interest between
the Fund and the Adviser or any of its Employees or even the appearance of any
conflict of interest must be avoided and is prohibited. At the same time, the
Adviser believes that individual investment activities by its officers and
Employees should not be unduly prohibited or discouraged.
Rule 17j-1 under the Investment Company Act of 1940 requires that the Fund,
the Adviser and the Distributor adopt a code of ethics containing provisions
reasonably necessary to prevent access persons (as defined therein) from
engaging in any act, practice or course of business prohibited by paragraph (a)
of such Rule. Accordingly, this Code of Ethics has been adopted for the Fund and
the Adviser to ensure that those who have knowledge of the Fund's transactions
will not be able to act thereon to the disadvantage of the Fund. The Distributor
has its own separate code of ethics. The Code does not purport comprehensively
to cover all types of conduct or transactions which may be prohibited or
regulated by the laws and regulations applicable to the Fund or the Adviser and
persons connected with them.
1. DEFINITIONS OF TERMS USED
(a) "Adviser" means Optimum Investment Advisors L.P.
(b) "Distributor" means Dreher & Associates, Inc.
(c) "Fund" means Universal Capital Investment Trust.
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(d) "Employee" means any person employed by the Adviser, whether on a full
or part-time basis, and all officers, shareholders and directors of
the Adviser.
(e) "Person" means any officer, trustee, director or employee of the Fund,
or officer, director or employee of the Adviser.
(f) "Investment department personnel" means (i) all employees who work in
the investment department of the Adviser, including portfolio
managers, research analysts, trading personnel and staff and (ii) any
natural person who controls the Fund or Adviser and who obtains
information concerning recommendations made to the Fund regarding the
purchase or sale of securities by the Fund..
(g) "Disinterested Trustee" means any trustee of the Fund who is not
affiliated with the Adviser or the Distributor, is not an officer of
the Fund or five percent shareholder of the Fund, and is not otherwise
an "interested person" of the Fund as defined in the Investment
Company Act of 1940.
(h) "Beneficial interest" shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions
of Section 16 of the Securities Exchange Act of 1934 and rules
thereunder, which includes any interest in which a person, directly or
indirectly, has or shares a direct or indirect pecuniary interest. A
pecuniary interest is the opportunity, directly or indirectly, to
profit or share in any profit derived from any transaction. Each
Employee will be assumed to have a pecuniary interest, and therefore,
beneficial interest or ownership, in all securities held by the
Employee, the Employee's spouse, all members of the Employee's
immediate family and adults sharing the same household with the
Employee (other than mere roommates) and all minor children of the
Employee and in all accounts subject to their direct or indirect
influence or control (except for the Fund or a third party client)
and/or through which they obtain the substantial equivalent of
ownership, such as trusts in which they are a trustee or beneficiary,
partnerships in which they are the general partner, corporations in
which they are a controlling shareholder or any other similar
arrangement. Any questions an Employee may have about whether an
interest in a security or an account constitutes beneficial interest
or ownership should be directed to the Adviser's Compliance Officer.
(i) "Personal benefit" includes any intended benefit for oneself or any
other individual, company, group or organization of any kind
whatsoever except a benefit for the Fund or any third party client of
the Adviser.
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(j) "Covered security" shall have the meaning set forth in Section
2(a)(36) of the Investment Company Act of 1940, including any right to
acquire such security, such as puts, calls, other options or rights in
such securities, and securities-based futures contracts, except that
it shall not include securities which are direct obligations of the
Government of the United States, shares of registered open-end
investment companies, bankers' acceptances, bank certificates of
deposit, commercial paper or other high quality short-term debt
instruments including repurchase agreements.1/
(k) The "Ethics Committee" shall consist of three or more senior persons
of the Adviser.
(l) "Considering for purchase or sale" shall mean when the portfolio
manager communicates that he/she is seriously considering making such
a transaction or when a recommendation to the portfolio manager to
purchase or sell has been made and communicated by an analyst at the
Adviser and, with respect to the analyst making the recommendation,
when such analyst seriously considers making such a recommendation.
(m) "Initial Public Offering" means an offering of securities registered
under the Securities Act of 1933, the issuer of which, immediately
before the registration, was not subject to the reporting requirements
of sections 13 or 15(d) of the Securities Exchange Act of 1934.
(n) "Limited Offering" means an offering that is exempt from registration
under the Securities Act of 1933 pursuant to section 4(2) or section
4(6) or pursuant to rule 504, rule 505 or rule 506 thereunder.
2. TRANSACTIONS WITH CLIENTS
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1/Section 2(a)(36) of the Investment Company Act of 1940 defines "security" to
mean any note, stock, treasury stock, bond, debenture, evidence of indebtedness,
certificate of interest of 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 right, any put, call, straddle, option, or privilege on any security
(including a certificate of deposit) or on any group or index of securities
(including any interest therein or 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, in general, 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.
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No Person shall sell to, or purchase from, the Fund any security or other
property (except merchandise in the ordinary course of business), in which such
Person has or would acquire a beneficial interest, unless such purchase or sale
involves shares of the Fund.
3. DISCLOSURE OF INFORMATION
(a) No Person shall discuss with or otherwise inform others of any actual
or contemplated security transaction by the Fund except in the
performance of employment duties or in an official capacity and then
only for the benefit of the Fund, and in no event for personal benefit
or for the benefit of others.
(b) No Person shall release information to dealers or brokers or others
(except to those concerned with the execution and settlement of the
transaction) as to any changes in Fund investments, proposed or in
process, except (i) upon the completion of such changes, or (ii) when
the disclosure results from the publication of a prospectus, or (iii)
in conjunction with a regular report to shareholders or to any
governmental authority resulting in such information becoming public
knowledge, or (iv) in connection with any report to which shareholders
are entitled by reason of provisions of the declaration of trust,
by-laws, rules and regulations, contracts or similar documents
governing the operations of the Fund.
4. PREFERENTIAL TREATMENT, GIFTS AND ENTERTAINMENT
No Person shall seek or accept favors, preferential treatment, or any other
personal benefit because of his or her association with the Fund, except those
usual and normal benefits directly provided by the Fund.
No Person shall accept any entertainment, gift or other personal benefit
that may create or appears to create a conflict between the interests of such
Person and the Fund. In addition, investment department personnel are prohibited
from receiving any gift or other thing of more than de minimis value from any
person or entity that does business with or on behalf of the Fund. Any questions
regarding the receipt of any gift or other personal benefit should be directed
to the Compliance Officer of the Adviser.
5. CONFLICTS OF INTEREST
If any Person is aware of a personal interest that is, or might be, in
conflict with the interest of the Fund, that Person should disclose the
situation or transaction and the nature of the conflict to the Ethics Committee
for appropriate consideration.
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6. SERVICE AS A DIRECTOR
No Person shall serve on the board of directors of a for-profit
corporation, business trust or similar business entity, whether or not their
securities are publicly traded, absent prior authorization by the Ethics
Committee based upon a determination that the board service would be consistent
with the interests of the Fund and that adequate procedures exist to ensure
isolation from those making investment decisions.
7. INSIDE INFORMATION
Securities laws and regulations prohibit the misuse of "inside" or
"material non-public" information when trading or recommending securities.
Inside information obtained by any Person from any source must be kept
strictly confidential. All inside information should be kept secure, and access
to files and computer files containing such information should be restricted.
Persons shall not act upon or disclose material non-public or insider
information except as may be necessary for legitimate business purposes on
behalf of the Fund or the Adviser as appropriate. Questions and requests for
assistance regarding insider information should be promptly directed to the
Compliance Officer of the Adviser.
Inside information may include, but is not limited to, knowledge of pending
orders or research recommendations, corporate finance activity, mergers or
acquisitions, and other material non-public information that could affect the
price of a security.
Fund and shareholder account information is also confidential and must not
be discussed with any individual whose responsibilities do not require knowledge
of such information.
8. RESTRICTIONS ON PERSONAL SECURITY TRANSACTIONS
No Person shall knowingly take advantage of a corporate opportunity of the
Fund for personal benefit, or take action inconsistent with such Person's
obligations to the Fund. All personal securities transactions must be consistent
with this Code of Ethics and must avoid any actual or potential conflict of
interest or any abuse of any Person's position of trust and responsibility. The
following rules apply to all accounts in which a Person has a beneficial
interest:
(a) ALL EMPLOYEES:
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(1) Any transaction in a covered security in anticipation of a Fund's
transaction ("frontrunning") is prohibited.
(2) No Employee shall purchase or sell any covered security which
such Employee knows or has reason to believe that the Adviser,
either is purchasing or selling, or is considering for purchase
or sale, for the Fund until either the Fund's transactions have
been completed or consideration of such transaction is abandoned.
(3) Any transaction in a covered security on the same day as any
investment or sale by the Fund is prohibited.
(4) Any transaction in a covered security on the same day as any
investment or sale by the Fund that is the reverse of the Fund's
transaction (e.g., a sale by an Employee on the same day as a
purchase by the Fund) is prohibited.
(b) INVESTMENT DEPARTMENT PERSONNEL (PRIVATE PLACEMENTS AND IPOS): In
addition to (a) above, no investment department personnel shall
purchase securities in an Initial Public Offering or Limited Offering
without the prior consent of the Ethics Committee. Consideration will
be given to whether or not the opportunity should be reserved for the
Fund.
(c) PORTFOLIO MANAGERS: In addition to (a) and (b) above, no Fund
portfolio manager may buy or sell a covered security within seven
calendar days before or after the Fund portfolio that he or she
manages trades in the security, excluding common stocks of the 100
largest capitalized companies in the United States.
(d) DISINTERESTED TRUSTEES: No Disinterested Trustee shall purchase or
sell, directly or indirectly, any covered security in which he or she
has, or by reason of such transaction acquires, any direct or indirect
beneficial ownership or interest when the Disinterested Trustee knows
or has reason to believe that securities of the same class are being
purchased or sold or are being considered for purchase or sale by the
Fund, until such time as the Fund's transactions have been completed
or consideration of such transaction is abandoned.
(e) RELATED INSTRUMENTS: When anything in this paragraph 8 prohibits the
purchase or sale of a security, it also prohibits the purchase or sale
of any related securities, such as puts, calls, other options or
rights in such securities
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and securities based futures contracts, and any securities convertible
into or exchangeable for such security.
(f) PROFIT SHARING PLANS: Profit sharing and other qualified plans for
Employees shall be treated for purposes of this Code as being subject
to the restrictions applicable to Employees in subsection (a) above,
provided that Fund portfolio managers (in the aggregate) have less
than a 5% beneficial interest in the fund and the fund is not managed
by a Fund portfolio manager. Limited Offering securities and Initial
Public Offering securities may not be purchased for profit sharing
plans and other savings plans without the prior consent of the Ethics
Committee.
(g) DISGORGEMENT: Any Employee who trades in violation of this paragraph 8
must unwind the trade or disgorge the profits.
(h) EXCEPTIONS:
(1) Under unusual circumstances, such as a personal financial
emergency, employee stock ownership plans, stock option plans,
certain personal trusts or where it is determined that the
purchase or sale is not inconsistent with this Code of Ethics or
the provisions of Rule 17j-1, application for an exception may be
made in advance to the Ethics Committee, which application may be
granted or denied. To request Ethics Committee consideration of
an exception, submit a written request containing details on your
circumstances, reasons for the exception and exception requested.
(2) This paragraph 8 shall not apply to non-volitional purchases and
sales, such as dividend reinvestment programs or "calls" or
redemptions of securities.
(3) This paragraph 8 shall not apply to transactions in an account in
which an Employee has a beneficial interest that are the result
of periodic automatic rebalancing of that account in order to
bring the account into conformance with a model portfolio.
9. PROCEDURES FOR EMPLOYEES
Each Person must follow these procedures for all securities or accounts in
which he or she has a beneficial interest:
(a) PRECLEARANCE - ALL EMPLOYEES:
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(1) Each Employee shall pre-clear trades in any covered security.
(2) Each Employee who wishes to purchase or sell a covered security
must call the Adviser's Compliance Officer to determine whether
the trade is prohibited. If the trade is not prohibited, such
preclearance is valid only for that day. If the trade is
prohibited, such Employee must continue calling until the trade
is no longer prohibited. Even if a trade is precleared, it
remains the Employee's responsibility to ensure that such
person's trading activity is in compliance with this Code of
Ethics and all securities laws.
(3) The placement of a limit order (a request that a broker buy or
sell at a given price) must be done in conjunction with
pre-clearance procedures. When a limit order is outstanding, an
Employee must continue to pre-clear his or her trade on a daily
basis. If an Employee is not able to preclear a limit order trade
on a daily basis, he or she must remove the limit order.
(b) REPORTS - ALL EMPLOYEES:
(1) Broker confirms and statements: Each Employee must provide to the
Adviser's Compliance Officer all securities or commodities
brokerage accounts in which that Employee has a beneficial
interest. Each Employee shall cause to be provided to the
Adviser's Compliance Officer on a monthly basis copies of
statements for all securities and commodities accounts and
transactions in which that Employee has a beneficial interest.
(2) Transaction reports: To the extent that a security transaction in
which an Employee has any beneficial interest or ownership is not
reported on the monthly statements, such transaction must be
reported to the Adviser's Compliance Officer.
All such reports shall be in writing, to the Adviser's Compliance
Officer, shall be made within ten days after the close of the
quarter in which such purchase or sale was effected, and shall
set forth the title of the security, the interest rate and
maturity (if applicable), the date and nature of the transaction,
the number or amount of securities involved, the purchase or sale
price, the broker/dealer or bank through whom the transaction was
effected and the extent of such Employee's interest in the
transaction.
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(3) Holdings Reports: All Employees also must disclose in writing to
the Ethics Committee all personal securities holdings within ten
days of commencement of employment and thereafter within ten days
of each calendar year end.
All such reports shall be in writing, to the Adviser's Compliance
Officer, and shall set forth the title of the security, the
number or amount of securities involved, the names of any
broker/dealer or bank through whom a securities account is
maintained, and the date of the report. All such information
shall be current within 30 days of the date of submission.
(4) The Adviser and Fund shall identify all Persons who are under a
duty to make reports to such entities pursuant to this paragraph
9 and shall inform such Persons of such duty.
(5) The Adviser's Compliance Officer or his designee shall be
responsible for implementing compliance procedures to review
reports made pursuant to this paragraph 9. Reports submitted by
the Compliance Officer or his designee shall be reviewed by a
management or compliance officer senior to such person. Reports
submitted to the Adviser's Compliance Officer are deemed to be
filed with the Fund.
(c) EXCEPTIONS:
(1) This paragraph 9 shall not apply to non-volitional purchases and
sales, such as dividend reinvestment programs or "calls" or
redemptions or transactions involving securities excluded from
the definition of covered security.
(2) This paragraph 9 shall not apply to any "Disinterested Trustee,"
except that if a Disinterested Trustee knew or, in the ordinary
course of fulfilling his or her official duties as a
Disinterested Trustee, should have known that during the 15-day
period immediately preceding or after the date of a transaction
in a security by the Disinterested Trustee such security is or
was purchased or sold by the Fund or such purchase or sale by the
Fund is or was considered by the Fund or the Adviser, then such
Disinterested Trustee must report such transaction in accordance
in the requirements of paragraph 9(b)(2) and each Disinterested
Trustee
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shall report quarterly whether he or she had any reportable
transactions.
10. ETHICS COMMITTEE
The Ethics Committee will take whatever action it deems necessary with
respect to any officer, director or employee of the Adviser or Fund who violates
any provision of this Code of Ethics. Any information received by the Ethics
Committee relating to questionable practices or transactions by a Disinterested
Trustee of the Fund, shall immediately be forwarded to the Audit Committee of
the Fund for that Committee's consideration and such action as it, in its sole
judgment, shall deem warranted.
11. RESEARCH REPORTS
The fact that a security has been the subject of a formal or informal
research report shall not, in and of itself, indicate that the security is under
consideration for purchase or sale. No Person shall be considered as knowing,
nor be said to be in a position of knowing, that a security was under
consideration for purchase or sale or that such security had been purchased or
sold solely on the basis of receipt of a research report thereon.
12. CONDITION OF EMPLOYMENT OR SERVICE
All Persons shall conduct themselves at all times in the best interests of
the Fund. Compliance with the Code of Ethics shall be a condition of employment
or continued affiliation with the Fund or the Adviser and conduct not in
accordance shall constitute grounds for actions which may include, but are not
limited to, a reprimand, a restriction on activities, disgorgement, termination
of employment or removal from office. All Persons shall certify annually to the
Ethics Committee that they have read and agree to comply in all respects with
this Code of Ethics and that they have disclosed or reported all personal
securities transactions, holding and accounts required to be disclosed or
reported by this Code of Ethics.
13. MISCELLANEOUS
(a) The Board of Trustees of the Fund shall approve this Code of Ethics
within the time frames required under Rule 17j-1. All material changes
to such code shall be approved within six months of such change.
(b) The Ethics Committee shall make a report to the Fund's Board no less
frequently than annually that summarizes existing procedures
concerning personal investing and any additional procedures adopted
during the year, describes any material issues arising under the code
or such procedures since
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the last report; identifies material conflicts that arose during the
year, and identifies any recommended changes based on the companies'
experiences under the code. Such report shall include any
certifications required by Rule 17j-1.
(c) The Distributor shall provide a report to the Fund's Board, no less
frequently than annually, that is consistent with paragraph 13(b).
14. RECORDKEEPING
The Adviser shall maintain the following records, on its own behalf and on
behalf of the Fund, in the manner specified:
(a) A copy of this Code, or any amendment thereof, which 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, or any amendment thereof, 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 transaction and holding report made pursuant to
paragraph 9 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.
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(d) A list of all persons who are, 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 list of the names of all persons who are, or within the past five
years have been, responsible for reviewing the reports filed pursuant
to paragraph 9 of this Code shall be maintained in an easily
accessible place.
(f) A record of any approvals granted pursuant to paragraph 8(b) of this
Code shall be preserved for a period of five years from the end of the
fiscal year in which such approval is given.
(g) A copy of each trustee report made pursuant to paragraph 13 of this
Code must be maintained for at least five years after the end of the
fiscal year in which it was made, the first two years in an easily
accessible place.
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_____________________________, 2000
I acknowledge that I have read the Code of Ethics (a copy of which has been
supplied to me, which I will retain for future reference) and agree to comply in
all respects with the terms and provisions thereof. I have disclosed or reported
all personal securities transactions, holdings and accounts required to be
disclosed or reported by this Code of Ethics.
___________________________________
Print Name
___________________________________
Date Signature
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