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BRENTON TRUST & INVESTMENT MANAGEMENT
CODE OF ETHICS
I. LEGAL REQUIREMENTS
A. This Code of Ethics ("the Code") has been adopted by Brenton Trust &
Investment Management ("Brenton") in compliance with Rule 17j-1(b)(1)
promulgated by the Securities and Exchange Commission ("SEC") under the
Investment Company Act of 1940. That rule requires each investment adviser of a
registered investment company to adopt a written code of ethics. In certain
respects the Code imposes requirements that exceed those imposed by law.
B. The purpose of the Code is to establish general principles governing the
conduct of Brenton's employees in connection with Brenton's services as
investment adviser to registered investment companies, and to establish
procedures to enhance compliance with those general principles and, in
particular, to prevent Access Persons from engaging in any act, practice, or
course of business prohibited by SEC Rule 17-j1(a).
II. PURPOSES
A. In general, the following policies govern the personal investment activities
of employees and directors of Brenton Trust & Investment Management. It is the
duty of such persons to place the interests of the Brenton Mutual Funds or any
portfolios advised by Brenton first. All such persons shall also conduct
personal securities transactions in a manner that is consistent with this Code
of Ethics and that avoids any actual or potential conflict of interest or any
abuse of a position of trust and responsibility. Further, no such person shall
take inappropriate advantage of his or her position.
B. Rule 17j-1(a) renders it unlawful for any affiliated person of an
investment adviser of a registered investment company, in connection with the
purchase or sale, directly or indirectly, by such person of a security "held or
to be acquired", by such registered investment company:
(1) To employ any device, scheme or artifice to defraud such
registered investment company;
(2) To make to such registered investment company any untrue
statement of a material fact or omit to state to such
registered investment company a material fact necessary in
order to make the statements made, in light of the
circumstances under which they were made, not misleading;
(3) To engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon any such
registered investment company; or
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(4) To engage in any manipulative practice with respect to such
registered investment company,
C. A security is "held or to be acquired" if within the most recent 15 days it
(i) is or has been held by the investment company, or (ii) is being or has been
considered by the investment company, or by Brenton as investment adviser, for
purchase by the investment company. A purchase or sale includes the writing of
an option to purchase or sell.
III. DEFINITIONS
A. The following words have the following meanings, regardless of whether such
terms are capitalized or not in this Code:
(1) Portfolio Manager - the individuals responsible and authorized
to make decisions regarding Fund investments.
(2) Investment Personnel - the individuals who provide information
and advice to portfolio managers, or who help execute
portfolio decisions.
(3) Access Persons - all individuals who make any recommendations,
participate in the determination of which recommendation shall
be made, or whose principal functions or duties relate to the
determination of which recommendation shall be made to an
Investment Company; or who, in connection with his or her
duties, obtains any information concerning securities
recommendations being made by Brenton to an Investment
Company.
(4) Beneficial Interest - an individual has a beneficial interest
in an account in which he or she may profit or share in the
profit from transactions. Without limiting the foregoing, an
individual has a beneficial interest when the securities in
the account are held:
(i) in his or her name;
(ii) in the name of any of his or her Immediate Family;
(iii) in his or her name as trustee for himself or herself
or for his or her Immediate Family;
(iv) in a trust in which he or she has a beneficial
interest or is the settlor with power to revoke;
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(v) by another person and he or she has a contract or an
understanding with such person that the securities
held in that person's name are for his or her
benefit;
(vi) in the form of a fight to acquisition of such
security through the exercise of warrants, options,
fights, or conversion fights;
(vii) by a partnership of which he or she is a member;
(viii) by a corporation which he or she uses as a personal
trading medium;
(ix) by a holding company which he or she controls; or
(x) any other relationship in which a person would have
beneficial ownership under Section 16 of the
Securities Exchange Act of 1934 and the rules and
regulations thereunder, except that the determination
of direct or indirect beneficial interest shall apply
to all securities which an Access Person has or
acquires.
Any person who wishes to disclaim a beneficial
interest in any securities must submit a written
request to the Compliance Department explaining the
reasons therefor. Any disclaimers granted by the
Compliance Department must be made in writing.
Without limiting the foregoing, if a disclaimer is
granted to any person with respect to shares held by
a member or members of his or her Immediate Family,
the provisions of the Code of Ethics applicable to
such person shall not apply to any member or members
of his or her Immediate Family for which such
disclaimer was granted.
(5) Day-a calendar day.
(6) For His or Her Own Account - transactions in securities held
in an individual's own name or for any account in which he or
she has beneficial interest.
(7) Immediate Family - any of the following relatives sharing the
same household with an individual: child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, sister-in-law, including adoptive
relationships.
(8) Security - any option, stock or option thereon, instrument,
bond, debenture, preorganization certificate, investment
contract, any other interest commonly known as a security, and
any security or instrument
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related to, but not necessarily the same as, those held or to
be acquired by a fund; provided, however, that the following
shall not be considered a "security": securities issued by the
United States Government, bankers' acceptances, bank
certificates of deposit, commercial paper, shares of
registered open-end investment companies, commodities,
futures, and options on futures.
IV. STATEMENT OF GENERAL PRINCIPLES
A. The Code governs the conduct of each Access Person of Brenton.
B. All Access Persons shall act at all times to give priority to the interests
of each Investment Company and to the interests of the shareholders of each
Investment Company. All Access Persons shall conduct all personal securities
transactions consistent with the Code and in such manner as to avoid any actual
or potential conflict of interest or any abuse of the Access Person's position
of trust and responsibility with respect to any Investment Company. A
fundamental principle underlying the Code is that no Access Person should take
any inappropriate advantage of his or her position. Violation of any of the
foregoing principles or of any other specific provision of the Code is grounds
for disciplinary action, including termination of employment.
V. PROHIBITED TRANSACTIONS FOR INVESTMENT PERSONNEL AND ACCESS PERSONS
A. Investment Personnel and Access Persons are prohibited from executing a
personal securities transaction on a day when a Fund has a pending "buy" or
"sell" order in the same security. Portfolio Managers are further restricted
from executing personal security transactions seven calendar days before or
after executing a transaction of the same security on behalf of a Fund. Any
profit realized on trades within the proscribed periods will be disgorged.
VI. PROHIBITED TRANSACTIONS FOR PORTFOLIO MANAGERS AND INVESTMENT PERSONNEL
A. Portfolio Managers and Investment Personnel are further prohibited:
(1) from acquiring any securities in an initial public offering.
(2) shall obtain prior written approval from the Compliance
Department before personally investing in a private placement.
Consideration should be given to whether the investment would
be appropriate for a Fund, and therefore reserved for the
Fund.
(3) should not serve on the boards of directors of publicly traded
companies.
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(4) should not except gifts of more than de minimis value from any
entity doing business with or behalf of the Funds. De minimis
value is to mean that which is done as a gesture of goodwill
and not to influence judgment.
(5) should not profit from the purchase and sale or sale and
purchase of the same or equivalent securities within a 60 day
calendar period. Profits from short-term trading shall be
disgorged.
VII. EXEMPTED TRANSACTIONS
A. The prohibition requirements of the immediately preceding Sections V and VI
of this Code shall not apply to:
(1) Purchases or sales effected in any account over which the
Access Person has no direct or indirect influence or control,
including blind trusts.
(2) Securities transactions that are non-volitional on the part of
either the Access Person or the Fund.
(3) The acquisition of securities through stock dividends,
dividend reinvestment plans, payroll deduction plan or other
similar automatic investment programs, stock splits, reverse
stock splits, mergers, consolidations, spin-offs, or other
similar corporate reorganizations or distributions generally
applicable to all holders of the same class of securities.
(4) Purchases effected upon the exercise of fights 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, or
to sales of such fights so acquired.
(5) Purchases or sales which are inconsequential to a Fund because
they would be very unlikely to affect a highly liquid market,
or because they clearly are not related economically to the
securities to be purchased, sold or held by a Fund.
(6) Securities transactions where neither the Portfolio Manager
nor his or her Immediate Family knows of the transaction
before it is completed.
(7) Repurchase agreements.
(8) Options on Standard & Poor's 500 Composite Stock Price Index.
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VIII. PRE-CLEARANCE
A. Access Persons, Investment Personnel and Portfolio Managers shall receive
pre-clearance for all personal securities investment using the Securities
Transactions Pre-Clearance Form. Using the form, the Compliance Department must
indicate approval for the transaction prior to its execution. The form must be
completed for all securities transactions except for the purchase or sale of
Brenton Bank, Inc. stock, automatic dividend reinvestments, U.S. Governments,
bank deposits, commercial paper and open-ended mutual funds. Following the
transaction a duplicate copy of the trade confirmation must also be submitted.
B. For Access Persons and Investment Personnel, a record of the daily volume of
trading in a security must be attached to the Pre-Clearance Form if a Fund buy
or sale is pending. In the case of Portfolio Managers, this record must be
attached if a trade in the same security has occurred seven days before or after
in the Fund.
C. For private placements, in addition to pre-clearance, Portfolio Managers and
Investment Personnel shall disclose their involvement, if any, in a decision to
invest in such an issuer on behalf of the Fund. The pre-clearance decision for
such investments shall be reviewed by the Compliance Department.
IX. REPORTING
A. All Access Persons, Investment Personnel and Portfolio Managers shall report,
using the Securities Transaction Report to the Compliance Department the
information described in Section IX B of this Code with respect to transactions
in any security in which such person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership in the security; provided,
however, that such persons shall not be required to make a report with respect
to (i) transactions in U.S. government securities, bank certificates of deposit,
commercial paper and shares of registered, open-end investment companies; (ii)
transactions effected for any account over which such person does not have any
direct or indirect influence; (iii) transactions effected pursuant to an
automatic dividend reinvestment plan; or (iv) transactions in securities which
the Funds are not eligible to purchase.
B. The Securities Transaction Report shall be submitted not later than 10 days
after the end of the calendar quarter in which the transaction to which the
report relates was effected, and shall contain the following information:
(1) The date of the transaction, the issuer and the number of
shares, and the principal amount of each security involved.
(2) The nature of the transaction (i.e., purchase, sale, or any
other type of acquisition or disposition).
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(3) The price at which the transaction was effected; and,
(4) The name of the broker, dealer or bank with or through whom
the transaction was effected.
C. The Securities Transaction report may contain a statement that the report
shall not be construed as an admission by the person making such report that he
or she has any direct or indirect beneficial ownership in the security to which
the report relates.
D. Portfolio Managers and Investment Personnel shall submit a report of their
personal investment holdings at the time of their hiring and annually
thereafter. The securities listed in this report shall be those held at the time
of the report and which conform to the criteria required under the transactions
guidelines provided in Section IX A and B of this Code.
E. All Access Persons shall be required to direct their brokers to have
duplicate copies of trade confirmations and account statements mailed, on a
confidential basis, to the designated compliance official.
F. All Access Persons must certify on an annual basis that they have read and
understand their obligations under the Code of Ethics and that they have
complied with the Code and with securities reporting requirements.
G. On an annual basis, Brenton shall prepare an annual report to the Board of
Directors of each Fund that:
(1) summarizes existing procedures concerning personal investing
and any changes in the procedures made during the past year.
(2) identifies any violations requiring significant remedial
action during the past year; and
(3) identifies any recommended changes in existing restrictions or
procedures based upon the Fund's experience under the Code of
Ethics, evolving industry practices, or developments in
applicable laws or regulations.
X. COMPLIANCE BY SUB-ADVISERS
A. Any Access Person of a Sub-Adviser, as those are identified in the Fund's
current prospectus, shall be deemed in compliance with this Code if the Code of
Ethics of such Sub-Adviser has been approved by the Board of Directors of the
Fund, and the Sub-Adviser, on a quarterly basis, provides the Fund with a
statement of compliance by the Access Person with Sub-Adviser's Code of Ethics.
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XI. SANCTIONS
A. Upon discovering a violation of this Code, the Board of Directors of a Fund
may impose such sanctions as it deems appropriate, including, among other
things, disgorgement of certain profits, unwinding of trades, a letter of
censure or suspension or termination of the violator's relationship with the
Fund.
Adopted: August 9, 1994
Amended: February 18, 1997
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APPENDIX
1. A list of contact persons referenced in the Code, such as those who are
responsible for preclearing trades.
2. A form for preclearing personal security transactions.
3. A form to report personal security transactions.
4. A form to report personal holdings in securities.
5. A form to acknowledge receipt of the Code.
6. A form to acknowledge compliance with the Code.
7. A form letter directing brokers to send duplicate confirmations of
transactions to the Compliance Department.
8. A list of Access Persons.
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Appendix I
BRENTON TRUST & INVESTMENT MANAGEMENT
CONTACT PERSONS
COMPLIANCE DEPARTMENT
1. Gary Ernst
Work Telephone Number (515) 237-5270
2. James Richards
Work Telephone Number (515) 237-5272
3. Doug Muenzenmay
Work Telephone Number(515) 237-5545
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BRENTON TRUST & INVESTMENT MANAGEMENT Appendix 2
SECURITIES TRANSACTION REPORT
List transactions for the period:
--------------------------
TO: Compliance Department
FROM:
------------------------------
List all purchase (P) and/or sale (S) transactions in investment securities for
the above time period:
<TABLE>
<CAPTION>
No. of Shares and Name of
Principal Dollar Total Volume Broker
Date of Name and Type Amount of on Date of Sale Dealer or,
Transactions of Security Transaction P/S Price or Purchase Bank
<S> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
</TABLE>
This report excludes (i) transactions for accounts with respect to which I had
no direct or indirect influence or control, (ii) transactions in U.S. Government
securities, bank certificates of deposit, commercial paper, open-end investment
companies, (iii) transactions effected pursuant to an automatic dividend
reinvestment plan; or (iv) transactions in securities which the Brenton Mutual
Funds are not eligible to purchase. All other securities transactions must be
reported. This report is not an admission that I have or had any direct or
indirect beneficial ownership in the securities listed above. Security
transaction reports must be signed and dated by the 10th of the month following
quarter end.
Signature:_________________________ Date:_________________
Reviewed by:_______________________ Date:_________________
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BRENTON TRUST & INVESTMENT MANAGEMENT Appendix 3
SECURITIES TRANSACTION PRECLEARANCE FORM
PART I:
TO: COMPLIANCE DEPARTMENT
FROM:
DATE:
CIRCLE APPROPRIATE APPLICANT STATUS:
PORTFOLIO MANAGER
INVESTMENT PERSON
ACCESS PERSON
PART II:
I HEREBY NOTIFY YOU OF MY WISH TO PURCHASE OR SELL THE FOLLOWING SECURITIES:
SECTION A:
To be completed by Compliance only
INITIALS APPROVED %AVG.
VOLUME*
----------- YES NO ----------
----------- YES NO ----------
----------- YES NO ----------
*Attach volume record if any "Yes" is circled in Section C
SECTION B:
INDICATE
SHARES/PAR ISSUER PURCH/SALE
---------- ------ ----------
SECTION C:
To be completed by Portfolio Manager Only
PENDING BUY PURCHASE/SALE W/IN
OR SELL ORDER 7 DAYS BEFORE OR AFTER
YES NO YES NO
YES NO YES NO
YES NO YES NO
Requests from Access Request from
or investment Person Portfolio Manager
PORT. MGR.
INITIALS
----------
PART III:
Please indicate the status of transactions and return a completed copy of this
form immediately.
PART IV:
THIS SECURITIES TRANSACTION PRE-CLEARANCE FORM MUST BE COMPLETED BY ALL
PORTFOLIO MANAGERS, INVESTMENT PERSONS AND ACCESS PERSONS PRIOR TO THE PURCHASE
OR SALE OF ALL SECURITIES EXCEPT THE FOLLOWING:
- Brenton Bank, Inc. Stock
- Automatic Dividend Reinvestments
- U.S. Governments
- Bank Deposits
- Commercial Paper
- Open-ended Mutual Funds
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Appendix 4
BRENTON TRUST & INVESTMENT MANAGEMENT
PERSONAL HOLDINGS REPORT
In accordance with Section IX D of the Code of Ethics, please provide a list of
all personal securities holdings, including those of your immediate family. This
disclosure is required upon commencement of employment and thereafter on an
annual basis.
(1) Name of Access Person: ________________________
(2) If different than (1), name
of the person in whose name
the account is held: ________________________
(3) Relationship of (2) to (1): ________________________
(4) Broker at which Account is maintained: ________________________
(5) Account Number: ________________________
(6) Contact person at Broker and phone number: ________________________
(7) For each account, attach the most recent account statement listing
securities in that account. If you or your immediate family own
securities that are not listed in an attached account statement, list
them below:
Name of Security Quantity Value Custodian
---------------- -------- ----- ---------
1. __________________________________________________________________________
2. __________________________________________________________________________
3. __________________________________________________________________________
4. __________________________________________________________________________
5. __________________________________________________________________________
6. __________________________________________________________________________
(attach separate sheet if necessary)
I certify that this form and the attached statements (if any) constitute all of
my personal securities holdings and those held in accounts of my immediate
family.
____________________________________
Investment Person Signature
Dated:_________________________ ____________________________________
Print Name
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Appendix 5
BRENTON TRUST & INVESTMENT MANAGEMENT
ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
I acknowledge that I have received the Code of Ethics dated February 18, 1997,
and represent that:
1. I have reviewed the Code of Ethics, and I fully understand its
terms and applicability to me.
2. In accordance with Section IX D of the Code of Ethics, I will
fully disclose my personal securities holdings and those of my
immediate family.
3. In accordance with Section VIII A of the Code of Ethics, I
will obtain prior authorization of personal securities
transactions by me or a member of my immediate family, except
for transactions exempt from preclearance under Section VIII A
of the Code of Ethics.
4. In accordance with Section IX A and B of the Code of Ethics, I
will report all securities transactions executed by me, or a
member of my immediate family.
5. I will comply with the Code of Ethics in all respects.
6. I agree to disgorge and forfeit any profits on prohibited
transactions in accordance with the requirements of the Code
of Ethics.
__________________________________
Access Person Signature
__________________________________
Print Name
Dated: __________________________
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Appendix 6
BRENTON TRUST & INVESTMENT MANAGEMENT
ANNUAL CERTIFICATION OF COMPLIANCE WITH THE CODE OF ETHICS
I certify that during the past year:
1. In accordance with Section IX D of the Code of Ethics, I have
timely and my disclosed my personal securities holdings and
those of my immediate family.
2. In accordance with Section VIII A of the Code of Ethics, I
have obtained prior authorization for all securities
transactions by me, or a member of my immediate family,
except for transactions exempt from preclearance under Section
VIII A.
3. In accordance with Section IX A and B of the Code of Ethics, I
have reported all securities transactions executed by me, or a
member of my immediate family.
4. I have complied with the Code of Ethics in all respects.
__________________________________
Access Person Signature
__________________________________
Print Name
Dated: __________________________
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Appendix 7
FORM OF LETTER TO BROKER, DEALER OR BANK
(Date)
(Broker Name and Address)
Subject: Account #____________________________
Dear _____________:
In accordance with the monitoring requirements of the Brenton Mutual Funds with
which I am associated, you are requested to promptly send duplicate
confirmations of my [other effected persons] transactions, as well as duplicate
periodic statements for the referenced account to Brenton Trust & Investment
Management. Please address the confirmations and statements directly to:
CONFIDENTIAL
James T. Richards
Brenton Trust & Investment Management
29th and Ingersoll
P.O. Box 10478
Des Moines, IA 50306
Your cooperation is appreciated. If you have any questions regarding these
requests, please contact me or James T. Richards of Brenton Trust & Investment
Management at (515) 237-5272.
Sincerely,
(Name of Access Person)
cc: James T. Richards
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Appendix 8
BRENTON TRUST & INVESTMENT MANAGEMENT
CODE OF ETHICS ACCESS PERSONS
FEBRUARY 18, 1997
Gary Ernst
James Richards
Doug Muenzenmay
Charles Funk
Laurie Konrad
Jan Lindberg
Barbara Burt
Jeff Johnson
Matt Schmitt
Ed Kyritz*
Brad Adams*
MaryAnn Flynn*
* See Section X of Code of Ethics
