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1ST SOURCE BANK TRUST INVESTMENT DIVISION
INVESTMENT COMPANY CODE OF ETHICS
STATEMENT OF GENERAL PRINCIPLES
It is the policy of the Investment Management Division of 1st Source Bank ("1st
Source") that Portfolio Managers, Investment Personnel, and Access Persons(1)
should: (1) at all times place the interests of the shareholders first; (2)
conduct all personal securities transactions in a manner that is consistent with
this Investment Company Code of Ethics and avoid 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 1st Source
personnel should not take inappropriate advantage of their positions.
GOVERNMENT STANDARDS
This Investment Company Code of Ethics shall be governed by Rule 17j-1(a) under
the Investment Company Act of 1940 and 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 the advisor for any client portfolio or for any 1st Source Monogram
Fund portfolio (a "Fund") of The Sessions Group (the "Trust"), commit the
following:
1. Employ any device, scheme or artifice to defraud the Trust;
2. Make to the Trust any untrue statement of a material fact or
omit to state to 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 the Trust;
or
4. Engage in any manipulative practice with respect to the
Trust.
A security is "held or to be acquired" if within the most recent 15 days it (i)
is or has been held by a Fund, or (ii) is being or has been considered by 1st
Source, as investment advisor, for purchase by a Fund. A purchase includes the
writing of an option to purchase or sell.
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(1)Portfolio Managers have the responsibility and authority to make decisions
about fund investments, while Investment Personnel include the analysts and
traders who provide the information and advice to the portfolio manager or who
help execute the portfolio manager's decisions. An "access person" is each
officer, director, or employee of 1st Source who, in connection with his regular
duties, makes, participates in, or obtains information about the purchase or
sale of a security by and/or of a Fund or whose functions relate to making any
recommendations with respect to such purchases or sales.
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SUBSTANTIVE RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES
1. Initial Public Offerings
Portfolio Managers and Investment Personnel are prohibited from
acquiring any securities in an initial public offering, with the
exception of U.S. government or government guaranteed issues.
2. Private Placements
Portfolio Managers and Investment Personnel shall, when purchasing
securities in a private placement:
a. Obtain the prior written approval of the 1st Source Investment
Management Division Manager and Trust Compliance Officer.
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 1st Source Investment Management Division
Manager.
3 Blackout Periods
a. Same Day
Portfolio Managers, Investment Personnel, and Access Persons
are prohibited from executing a securities transaction on a
day when the advisor 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 with the proscribed periods will be
disgorged.
4. Ban on Short-Term Trade Trading Profits
Portfolio Managers and Investment Personnel are discouraged from
profiting in the purchase and sale, or the sale and purchase, of the
same (or equivalent) securities within 60 calendar days. Any profits
realized on trades within the proscribed period that may pose a
potential conflict of interest with the interest of a client will be
disgorged.
5. Gifts
Portfolio Managers and Investment Personnel are prohibited from
receiving any gift or other things of more than $100 value from any
person or entity that does business with or on behalf of the advisor.
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6. Services as Director
Portfolio Managers and Investment Personnel are prohibited from serving
on the board of directors of publicly-traded companies without prior
written authorization from 1st Source and the Trust's Board of
Directors.
DISCLOSURE AND REPORTING REQUIREMENTS
1. Preclearance
Portfolio Managers, Investment Personnel, and 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 (Personal Securities) with the 1st Source Trust
Compliance Officer. (2) Reportable transactions do not include (1)
securities issued or guaranteed by the United States Government, its
agencies or instrumentalities; (2) banker acceptances; (3) bank
certificates of deposit; (4) commercial paper; (5) shares of registered
open-end investment companies, including shares of the Trust; and (6)
shares of 1st Source Corporation.
2. Records of Securities Transactions
Portfolio Managers, Investment Personnel, and Access Persons are
required to direct their brokers to provide the 1st Source 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 are guaranteed by
the United States Government, its agencies or instrumentalities; (2)
bankers acceptances; (3) bank certificates of deposit; (4) commercial
paper; (5) shares of registered open-end investments companies,
including shares of the Trust; and (6) shares of 1st Source
Corporation.
3. Disclosure of Personal Holdings
Portfolio Managers and Investment Personnel are required to disclose
all Personal Securities holdings upon commencement of employment and
thereafter on an annual basis. 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) shares of registered
open-end investment companies, including shares of the Trust; and (6)
shares of 1st Source Corporation.
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(2)"Beneficial ownership" of a security is determined in the same manner as it
would be for the purpose of Section 16 of the Securities and Exchange Act of
1934, except that such determination should apply to all securities. Generally,
a person should consider himself 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 securities benefits substantially equivalent
to those of ownership. He should also consider himself the beneficial owner of
securities if he can vest or revest title in himself now or in the future.
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4. Certification of Compliance with Investment Company Code of Ethics
Portfolio Managers and Investment Personnel, and Access Persons are
required to certify annually that they have read and understand this
Investment Company Code of Ethics. They must further certify that they
have complied with the requirements of this Investment Company 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 1st Source with information to enable it to determine with
reasonable assurance whether the provisions of this Investment Company Code of
Ethics are being observed by Portfolio Managers, Investment Personnel, and
Access Persons:
1. The 1st Source Trust Compliance Officer shall notify each Portfolio
Manager, Investments Personnel, and Access Person of the reporting
requirements of this Investment Company Code of Ethics and shall
deliver a copy of the Code to each person.
2. Each Portfolio Manager, Investment Personnel, and Access Person shall
submit to the 1st Source Trust Compliance Officer, on an annual basis,
an Annual Certification of Compliance with this Investment Company Code
of Ethics as prescribed in Exhibit A. The annual certification shall be
filed with the Trust Compliance Officer within ten (10) days after
calendar year end.
3. Each Portfolio Manager and Investment Personnel shall submit to the 1st
Source Trust Compliance Officer, upon 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 (10) calendar days after
year end.
4. Each Portfolio Manager, Investment Personnel, and Access Person shall
submit to the 1st Source Trust Compliance Officer, on a quarterly
basis, reports in the form prescribed in Exhibit C, Personal Securities
Transactions. The quarterly report shall be filed with the Trust
Compliance Officer within (10) calendar days after quarter end.
5. Decisions regarding the preclearance of all securities transactions for
Portfolio Manager, Investment Personnel, and Access Persons shall be
documented in writing by the 1st Source Trust Compliance Officer.
Portfolio Managers, Investment Personnel, and Access Persons shall make
arrangements with their broker to provide the Trust Compliance Officer
with copies of confirmation of all Personal Securities transactions and
copies of periodic quarterly statements for all securities accounts.
6. The 1st Source Trust Compliance Officer shall report to the Officers
Trust Committee of 1st Source:
a. at the next meeting following the receipt of the annual report
of holdings or quarterly reports of securities transactions,
the results of the review.
b. any apparent violation of the reporting requirements.
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7. The Directors Trust Committee of 1st Source shall consider reports made
to it by the Officers Trust Committee and shall determine whether the
policies established in this Investment Company Code of Ethics have
been violated, and what sanctions, if any, should be imposed. The
Directors Trust Committee shall review the operations of this policy at
least annually or as dictated by changes in applicable securities
regulation.
8. This Investment Company Code of Ethics, a copy or each Personal
Securities Holding Report and Personal Securities Transactions Report
by parties covered in the Code, any written report prepared by the 1st
Source Trust Compliance Officer, and lists of all persons required to
make reports shall be preserved by 1st Source for the period required
by Rule 17j-1 under the Investment Company Act of 1940.
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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 1st Source Bank Trust
Investment Division Investment Company Code of Ethics dated ___________________.
As Portfolio Manager, Investment Personnel, or 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 Ended___/__/__
Underlined terms have the meaning assigned to them in the 1st Source Bank Trust
Investment Division Investment Company Code of Ethics dated ___________________.
As a Portfolio Manager or Investment Personnel, 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 Investment
Company 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 certificates of deposits;
(4) commercial paper; (5) shares of registered open-end investment companies;
and (6) shares of 1st Source Corporation.
1. I certify that I have no personal securities holdings that require
reporting for the year ended __/__/__.
Signature_____________________________ Date__________________________
Print Name____________________________; or
2. I certify that the following personal securities holdings, which
require reporting by me, are accurate and complete for the year ended
__/__/__.
<TABLE>
<CAPTION>
Broker or Bank
No. Of Shares or Utilized To
Security Par Amount Acquire Holding
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<S> <C> <C>
</TABLE>
Signature_____________________________ Date__________________________
Print Name____________________________
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Exhibit C
INVESTMENT COMPANY CODE OF ETHICS
PERSONAL SECURITIES TRANSACTIONS
REPORT
For the Calendar Quarter Ended ___/___/___
Underlined terms have the meaning assigned to them in the 1st Source Bank Trust
Investment Division Investment Company Code of Ethics dated ___________________.
As a Portfolio Manager or Investment Personnel or 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 certificates of deposit; (4) commercial paper;
(5) shares of registered open-end investment companies; and (6) shares of 1st
Source Corporation,
1. I certify that I have not made any purchases or sales of personal
securities holdings that require reporting within the quarter
___/___/___.
Signature__________________________________ Date ______________________
Print Name_________________________________
2. 1 certify that the following personal securities transactions, which
require reporting by me, are accurate and complete for the quarter
ended ___/___/___.
Nature of
transaction Broker or Bank
Date of No. of Shares (Purchase, Sale, Utilized to Acquire
Security Transaction or Par Amount Other) Holding
-------- ----------- ------------- ---------------- -------------------
Signature__________________________________ Date ______________________
Print Name_________________________________
