Exhibit p under Form N-1A
Exhibit 20 under Item 601/ Reg. S-K
CODE OF ETHICS FOR ACCESS PERSONS
REVISED FEBRUARY 18, 2000
TABLE OF CONTENTS
SECTION PAGE
1. General Fiduciary Principles 2
2. Definitions 2
3. Exempt Transactions 4
4. Prohibited Transactions and Activities 4
5. Pre-clearance Requirement and Exempted 6
Transactions
6. Prohibition on the Receipt of Gifts 7
7. REPORTING REQUIREMENTS 7
----------------------
Initial Reporting Requirements 7
Quarterly Reporting Requirements 8
Annual Reporting Requirements 8
8. Sanctions 9
Procedures for Prior Approval of Personal 10
Securities Transactions by Access Persons
Procedures for the Reporting and Review of 15
Personal Transaction Activity
SOUTHTRUST BANK, NATIONAL ASSOCIATION
CODE OF ETHICS REGARDING PERSONAL SECURITIES TRADING
Pursuant to rule 17j-1 under the Investment Company Act of 1940, this Code of
Ethics has been adopted on behalf of SouthTrust Bank, N.A., as investment
adviser to the SouthTrust Funds.*
1. GENERAL FIDUCIARY PRINCIPLES
a) Each Access Person:
i) must place the Funds' interests ahead of the
Access Person's personal interests;
ii) must avoid conflicts or apparent conflicts of
interest with the Funds; and
iii) must conduct his or her personal transactions in a manner
which neither interferes with Fund portfolio transactions nor
otherwise takes unfair or inappropriate advantage of the
Access Person's relationship to the Fund.
The failure to recommend or purchase a Covered Security for the
Fund may be considered a violation of this Code.
b) Every Access Person must adhere to these general fiduciary
principles, as well as comply with the specific provisions and
Associated Procedures of this Code. TECHNICAL COMPLIANCE WITH THE
TERMS OF THIS CODE AND THE ASSOCIATED PROCEDURES MAY NOT BE
SUFFICIENT WHERE THE TRANSACTIONS UNDERTAKEN BY AN ACCESS PERSON
SHOW A PATTERN OF ABUSE OF THE ACCESS PERSON'S FIDUCIARY DUTY.
2. DEFINITIONS
a) The "1940 Act" means the Investment Company Act of 1940,
as amended.
b) "Access Person" means any director, trustee, officer,
managing general partner, general partner, or Advisory
Person of a Fund or the Adviser and all family members
permanently residing in the same household. (If
non-family members also reside in the household, the
Access Person must either declare that the Access Person
has no influence on the investment decisions of the
other party or the Access Person must report the party
as an Access Person).
c) "Adviser" means SouthTrust Bank, N.A.
d) "Advisory Person" means (i) any employee of the Adviser
or of any company in a control relationship to the
Adviser, who, in connection with the employee's regular
functions or duties, makes, participates in, or obtains
information regarding the purchases or sales of a
Covered Security by the Fund, or whose functions relate
to the making of any recommendations with respect to
such purchases or sales; and (ii) any natural person in
a control relationship to the Fund who obtains
information concerning recommendations made to the Fund
with regard to the purchase or sale of a Covered
Security.
e) "Associated Procedures" means those policies, procedures and/or
statements that have been adopted by the Adviser or the Fund, and
which are designed to supplement this Code and its provisions.
f) "Beneficial ownership" will be attributed to an Access
Person in all instances where the Access Person (i)
possesses the ability to purchase or sell the Covered
Securities (or the ability to direct the disposition of
the Covered Securities); (ii) possesses voting power
(including the power to vote or to direct the voting)
over such Covered Securities; or (iii) receives any
benefits substantially equivalent to those of ownership.
Beneficial ownership shall be interpreted in the same
manner as it would be in determining whether a person is
subject to the provisions of Section 16a-1(a)(2) of the
Securities Exchange Act of 1934, and the rules and
regulations thereunder, except that the determination of
direct or indirect beneficial ownership shall apply to
all Covered Securities which an Access Person has or
acquires.
g) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the 1940 Act.
h) Except as provided in this definition, "Covered
Security" shall include any Security, including without
limitation: equity and debt securities; derivative
securities, including options on and warrants to
purchase equity or debt securities; shares of closed-end
investment companies; investments in unit investment
trusts; and Related Securities. "Related Securities"
are instruments and securities that are related to, but
not the same as, a Covered Security. For example, a
Related Security may be convertible into a Covered
Security, or give its holder the right to purchase the
Covered Security. For purposes of reporting, "Covered
Security" shall include futures, swaps and other
derivative contracts.
"Covered Security" shall not include: direct obligations of the Government
of the United States (regardless of their maturities); bankers'
acceptances; bank certificates of deposit; commercial paper; high
quality short-term debt instruments, including repurchase
agreements; and shares of registered open-end investment companies.
i) "Fund" means SouthTrust Funds, an investment company registered
under the 1940 Act (and any series or portfolios of such company).
j) "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.
k) "Investment Personnel" include: Access Persons with
direct responsibility and authority to make investment
decisions affecting the Fund (such as portfolio managers
and chief investment officers); Access Persons who
provide information and advice to such portfolio
managers (such as securities analysts); and Access
Persons who assist in executing investment decisions for
the Fund (such as traders).
l) "Private Placement" or "limited offering" means an offering that is
exempt from registration under Section 4(2) or Section 4(6) of the
Securities Act of 1933 or pursuant to rule 504, rule 505 or rule 506
under the Securities Act of 1933.
m) "Purchase or sale of a Covered Security" includes, INTER ALIA, the
writing of an option, future or other derivative contract to
purchase or sell a Covered Security.
n) "Security" shall have the meaning set forth in Section
2(a)(36) of the 1940 Act.
o) "Underwriter" means Federated Securities Corp.
3. EXEMPT TRANSACTIONS
The prohibitions or requirements of Section 4 and Section 5 of this Code shall
not apply to:
a) Purchases or sale of the following Securities:
i) direct obligations of the Government of the United
States (regardless of their maturities). This exemption does
not apply to indirect obligations of the U.S. Government,
including FNMAs, GNMAs or FHLMCs.
ii) bankers' acceptances;
iii) bank certificates of deposit;
iv) commercial paper;
v) high quality short-term debt instruments, including
repurchase agreements; and
vi) shares of registered open-end investment companies.
b) Purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or control.
4. PROHIBITED TRANSACTIONS AND ACTIVITIES
a) Every Access Person is prohibited from acquiring any Security
distributed in an initial public offering from a brokerage firm
providing brokerage, trade execution, or other services to the
Adviser, or from a broker that is under the consideration to receive
business from the Adviser;
b) Every Access Person is prohibited from acquiring any
Security in a private placement or other limited
offering, without the express prior approval of the
appropriate Trader or the Chief Investment Officer. In
instances where an Investment Personnel, after receiving
prior approval, acquires a Security in a private
placement, the Investment Personnel has an affirmative
obligation to disclose this investment to the
appropriate Trader or Chief Investment Officer if the
Investment Personnel participates in any subsequent
consideration of any potential investment by the Fund in
the issuer of that Security. Following a purchase by an
Investment Personnel in an approved personal
transaction, any purchase by the Fund of Securities
issued by the same company (other than secondary market
purchases of publicly traded Securities) will be subject
to an independent review by the Director of Compliance
or the Chief Investment Officer.
c) Every Access Person is prohibited from executing a personal
transaction in any Covered Security on a day during which the Fund
has a pending "buy" or "sell" order for that Covered Security, until
the Fund's orders are either executed or withdrawn.
All Investment Personnel are prohibited from knowingly
purchasing or selling any Covered Security within seven
(7) calendar days AFTER the Fund purchases or sells the
-----
same Covered Security. Members of an Investment
Personnel group, as defined by the Associated
Procedures, are prohibited from purchasing or selling
any Covered Security within seven (7) days BEFORE any
------
Fund advised by that group purchases or sells the same
Covered Security.
Knowledge may be inferred from the totality of the circumstances,
including the duties and responsibilities of the Access Person.
Transactions undertaken in violation of this prohibition may be
required to be unwound, or any profits realized by an Access Person
on any personal transactions in Securities within the prescribed
periods (either undertaken while the Investment company has an open
order, or within the 7-day blackout period) will be required to be
disgorged (to an entity designated by the President of the Advisor),
and the Access Person will be subject to disciplinary action, as
determined by the Director of Compliance and/or the Investment
Company's Board of Directors.
An Access Person may, without prior approval, purchase and sell
securities deemed by the Chief Investment Officer to be so widely
traded that they are only remotely potentially harmful to the Fund
and transactions in them are unlikely to affect a highly
institutional market. Any purchases or sales by Access Persons
undertaken in reliance on this provision remain subject to the
prohibitions enumerated in Section 4(d) of this Code, except in the
situation where the Access Person has received proper pre-clearance
and their anticipated trade is determined to create no conflict at
the time of pre-clearance. This recognizes that the market can be
quite volatile and the Advisor as a market-driven investment manager
may change its planned course of action at any time.
d) All Investment Personnel are prohibited from serving on
the boards of directors of any issuer of a Covered
Security, absent express prior authorization from the
Director of Compliance or the Chief Investment Officer.
Authorization to serve on the board of such a company
may be granted in instances where the Director of
Compliance or the Chief Investment Officer determines
that such board service would be consistent with the
interests of the Fund and its shareholders. If prior
approval to serve as a director of a company is granted,
Investment Personnel have an affirmative duty to recuse
themselves from participating in any deliberations by
the Fund regarding possible investments in the
securities issued by the company on whose board the
Investment Personnel sit.
e) Every Access Person is prohibited from purchasing or selling,
directly or indirectly, any Covered Security in which he or she has,
or by reason of such transaction acquires, a direct or indirect
beneficial ownership interest and which he or she knows, or should
have known, at the time of such purchase or sale:
i) is being considered for purchase or sale by the Fund;
or
ii) is being purchased or sold by the Fund.
f) Every Access Person is prohibited, in connection with the purchase
or sale, directly or indirectly, by the Access Person of a Security
Held or to be Acquired by the Fund:
i) from employing any device, scheme or artifice to
defraud the Fund;
ii) from making any untrue statement of a material fact to the
Fund or omit to state a material fact necessary in order to
make the statements made to the Fund, in light of the
circumstances under which they are made, not misleading;
iii) from engaging in any act, practice or course of business that
operates or would operate as a fraud or deceit on the Fund; or
iv) from engaging in any manipulative practice with
respect to the Fund.
Examples of this would include causing the Fund to purchase a Covered
Security owned by the Access Person for the purpose of supporting or
driving up the price of the Covered Security, and causing the Fund
to refrain from selling a Covered Security in an attempt to protect
the value of the Access Person's investment, such as an outstanding
option. One test which will be applied in determining whether this
prohibition has been violated will be to review the Covered
Securities transactions of Access Persons for patterns. However, it
is important to note that a violation could result from a single
transaction if the circumstances warranted a finding that the
provisions of Section 1 of this Code have been violated.
5. PRE-CLEARANCE REQUIREMENT AND EXEMPTED TRANSACTIONS
a) Every Access Person is prohibited from executing a
personal transaction in any Covered Security (including
transactions in pension or profit-sharing plans in which
the Access Person has a beneficial interest), without
express prior approval of the appropriate Trader or the
Chief Investment Officer, in accordance with the
Associated Procedures governing pre-clearance. A
purchase or sale of Covered Securities not otherwise
approved pursuant to the Associated Procedures may, upon
request made prior to the personal transaction,
nevertheless receive the approval of appropriate Trader
or the Chief Investment Officer if such purchase or sale
would be: only remotely potentially harmful to the
Fund; very unlikely to affect a highly institutional
market; or clearly not related economically to the
securities to be purchased, sold or held by the Fund.
Notwithstanding the receipt of express prior approval,
any purchases or sales by any Access Person undertaken
in reliance on this provision remain subject to the
prohibitions enumerated in Section 4 of this Code.
b) The pre-clearance requirement in Section 5(a) SHALL NOT
apply to:
i) Purchases or sales which are non-volitional on the part of
either the Access Person or the Fund, subject to the
provisions of Section 4 (g) of this Code.
ii) Purchases which are either made solely with the dividend
proceeds or voluntary contributions as part of a dividend
reinvestment/direct purchase plan; or part of an automatic
payroll deduction plan, whereby an employee purchases
securities issued by an employer.
iii) Purchases effected upon the exercise of rights issued by an
issuer PRO RATA to all holders of a class of its Covered
Securities, to the extent such rights were acquired from such
issuer, and any sales of such rights so acquired.
iv) Purchases and sales of a Security that represents an interest
in certain indices as determined by appropriate Trader or the
Chief Investment Officer.
v) Transactions in a Covered Security which involve
the giving of gifts or charitable donations.
vi) Purchases and sales of Covered Securities executed by a person
deemed to be an Access Person SOLELY by reason of his position
as an Officer and/or Director or Trustee of the Fund. This
exemption does not apply to those persons who are Officers
and/or Directors of an Underwriter or Adviser.
6. PROHIBITION ON THE RECEIPT OF GIFTS
Every Access Person is prohibited from receiving any gift, favor, preferential
treatment, valuable consideration, or other thing of more than a DE
MINIMIS value in any year from any person or entity from, to or through
whom the Fund purchases or sells Securities, or an issuer of Securities.
For purposes of this Code, "DE MINIMIS value" is equal to $100 or less.
This prohibition shall not apply to:
i) salaries, wages, fees or other compensation paid, or expenses
paid or reimbursed, in the usual scope of an Access Person's
employment responsibilities for the Access Person's employer;
ii) the acceptance of meals, refreshments or entertainment of
reasonable value in the course of a meeting or other occasion,
the purpose of which is to hold bona fide business
discussions;
iii) the acceptance of advertising or promotional material of
nominal value, such as pens, pencils, note pads, key chains,
calendars and similar items;
iv) the acceptance of gifts, meals, refreshments, or entertainment
of reasonable value that are related to commonly recognized
events or occasions, such as a promotion, new job, Christmas,
or other recognized holiday; or
v) the acceptance of awards, from an employer to an
employee, for recognition of service and
accomplishment.
7. REPORTING
Every Access Person is required to submit reports of transactions in Covered
Securities to the Director of Compliance as indicated below. Any such
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 Covered Security to which
the report relates.
INITIAL REPORTING REQUIREMENTS
a) Within 10 calendar days of commencement of employment as an Access
Person, the Access Person will provide a list including:
i) 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;
ii) the name of any broker, dealer or bank maintaining an account
in which any Security was held for the direct or indirect
benefit of the Access Person as of the date of employment as
an Access Person; and
iii) the date the report is submitted to the Director
of Compliance.
b) Every Access Person is required to direct his broker to forward to
the Director of Compliance, on a timely basis, duplicate copies of
both confirmations of all personal transactions in Covered
Securities effected for any account in which such Access Person has
any direct or indirect beneficial ownership interest and periodic
statements relating to any such account.
QUARTERLY REPORTING REQUIREMENTS
c) Every Access Person shall report the information described in
Section 7(d) of this Code with respect to transactions in any
Covered Security (other than those personal transactions in
Securities exempted under Section 3 of this Code) in which such
Access Person has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership.
d) Every report shall be made not later than 10 calendar days after the
end of the calendar quarter in which the transaction to which the
report relates was effected, shall be dated and signed by the Access
Person submitting the report, and shall contain the following
information:
i) the date of the transaction, the title and the number of
shares, the principal amount, the interest rate and maturity
date, if applicable 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 at which the transaction was effected;
iv) the name of the broker, dealer or bank through whom
the transaction was effected; and
v) if there were no personal transactions in any Covered Security
during the period, either a statement to that effect or the
word "None" (or some similar designation).
e) Every Access Person shall report any new account established with a
broker, dealer or bank in which any Security was transacted or held
for the direct or indirect benefit of the Access Person during the
quarter. The report shall include the name of the entity with whom
the account was established and the date on which it was
established.
ANNUAL REPORTING REQUIREMENTS
f) Every Access Person, on an annual basis or upon request of the
Director of Compliance, will be required to furnish a list including
the following information (which information must be current as of a
date no more than 30 days before the report is submitted) within 10
calendar days of the request:
i) the title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct or
indirect beneficial ownership;
ii) the name of any broker, dealer or bank maintaining an account
in which any Covered Security was held for the direct or
indirect benefit of the Access Person; and
iii) the date the report is submitted to the Director
of Compliance.
g) In addition, every Access Person is required, on an
annual basis, to certify that they have received, read,
and understand the provisions of this Code and its
Associated Procedures, and that they recognize that they
are subject to its provisions. Such certification shall
also include a statement that the Access Person has
complied with the requirements of this Code and its
Associated Procedures and that the Access Person has
disclosed or reported all personal transactions in
Securities that are required to be disclosed or reported
pursuant to the requirements of this Code.
8. SANCTIONS
a) Upon discovering a violation of this Code or its Associated
Procedures, the Director of Compliance or the Chief Investment
Officer may take such actions or impose such sanctions, if any, as
it deems appropriate, including, but not limited to:, i) a letter of
censure; ii) suspension; iii) a fine; iv) the unwinding of trades;
v) the disgorging of profits; or vi) the termination of the
employment of the violator.
b) The filing of any false, incomplete or untimely reports, as required
by Section 7 of this Code, may be considered a violation of this
Code.
c) All material violations of this Code and any sanctions imposed with
respect thereto shall be reported to the Board of Directors of the
Fund at least annually.
PROCEDURES FOR PRIOR APPROVAL OF PERSONAL
SECURITIES TRANSACTIONS BY ACCESS PERSONS
PROCESS
PRECLEARANCE APPROVAL
a) An Access Person (defined to include all members of the Access
Person's household) who wishes to effect a personal securities
transaction, whether a purchase, sale, or other disposition, must
preclear the Covered Security prior to engaging in the transaction.
b) As indicated in section 4(c) of the Code, certain Access Persons,
defined below, are prohibited from knowingly purchasing or selling
any Covered Security within seven (7) days BEFORE and AFTER any Fund
advised by that group purchases or sells the same Covered Security.
These Access Persons are:
i) Chief Investment Officer;
ii) Senior Portfolio Manager;
iii) Research staff
All other Access Persons are prohibited from knowingly purchasing or
selling any Covered Security within seven (7) days AFTER the Fund
purchases or sells the same Covered Security.
c) When trading options, the Access Person must preclear the underlying
security before entering into the option contract.
d) Based on established criteria, the appropriate Trader or Chief
Investment Officer determines whether the contemplated transaction
should be permitted. The primary criteria applied are whether the
Covered Security is on the list of open orders, or whether the
Covered Security was traded by any of the Adviser advised funds
(fund trade information is updated nightly).
e) Approval is either granted or denied immediately.
f) If approval is denied, the Access Person is given a specific reason
for the denial. The contemplated personal transaction in that
Covered Security is prohibited until prior approval is subsequently
granted upon request made to the appropriate Trader or the Chief
Investment Officer.
g) If approval is granted, the Access Person is free to effect
the personal transaction in that Covered Security DURING
THAT TRADING DAY ONLY. In this regard, open orders for
more than one trading day (good till cancel) must be
approved daily to comply with the Code. If approval is
granted, the appropriate Trader or Chief Investment Officer
must record the reasons supporting the approval on the
following Personal Transaction Notification form so that
appropriate Trader or Chief Investment Officer can maintain
a record of all approved preclearance requests.
h) All trade requests and their dispositions are maintained and
reviewed by the Director of Compliance in conjunction with other
information provided by Access Persons in accordance with the Code.
i) The Director of Compliance reviews all exceptions generated due to a
fund trade occurring after preclearance approval has been granted.
The Director of Compliance determines the appropriate action to be
taken to resolve each exception.
If extraordinary circumstances exist, an appeal may be directed to the
Director of Compliance or the Chief Investment Officer. Appeals are solely
within the discretion of the Director of Compliance and the Chief
Investment Officer.
TRANSACTIONS COVERED AND EXEMPTIONS
These procedures apply to Access Persons' personal transactions in "Covered
Security" as defined in Section 2 of the Code. A Covered Security
includes: equity and debt securities; options and warrants to purchase
equity or debt securities; shares of closed-end investment companies; and
investments in unit investment trusts.
These procedures do NOT apply to contemplated transactions in the following
instruments:
a) direct obligations of the Government of the United States
(regardless of their maturities). This exemption does not apply to
indirect obligations of the U.S. Government, including FNMAs, GNMAs
or FHLMCs.);
b) bankers' acceptances;
c) bank certificates of deposit;
d) commercial paper;
e) high quality short-term debt instruments, including
repurchase agreements; and
f) shares of registered open-end investment companies;
In addition, these procedures do NOT apply to the following transactions:
g) Purchases or sales effected in any account over which the
Access Person has no direct or indirect influence or
control;
h) Purchases or sales which are non-volitional on the part of
either the Access Person or the Fund, subject to the
provisions of the Code;
i) Purchases which are either (i) made solely with the dividend
proceeds received in a dividend reinvestment plan; or (ii) part of
an automatic payroll deduction plan, whereby an employee purchases
securities issued by an employer;
j) 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 any sales of such
rights so acquired;
k) Purchases and sales of a Security that represents an
interest in certain indices as determined by the Chief
Investment Officer;
l) Transactions in a Covered Security which involve the
giving of gifts or charitable donations; and
m) Purchases and sales of Covered Securities executed by a person
deemed to be an Access Person SOLELY by reason of his position as an
Officer and/or Director or Trustee of the Fund. This exemption does
not apply to those persons who are Officers and/or Directors of an
Underwriter or Adviser.
SANCTIONS
Failure to comply with the preclearance process may result in any of the
following sanctions being imposed as deemed appropriate by the Director of
Compliance or the Chief Investment Officer:
i) a letter of censure;
ii) suspension;
iii) a fine;
iv) the unwinding of trades;
v) the disgorging of profits; or
vi) the termination of the employment of the violator.
PERSONAL TRANSACTION NOTIFICATION
I, [Name] intend to buy/sell shares of [Name of security] for my personal
account or an account over which I have discretion. I am aware of no conflict
this transaction may pose with any mutual fund managed by SouthTrust Bank, N.A..
Signed by:
------------------------------
Date:
------------------------------
________ Approval granted for trading on ______________ because
--------------.
________ Approval denied.
Acknowledged by:
------
[person/title]
Date
Broker-Dealer Name
Address
RE: Your Name
Brokerage Account Number: 1234-5678
Dear Sir/Madam:
As an employee or relative residing in the household of an employee of
SouthTrust Bank, N.A., I am subject to certain requirements
applicable to my personal securities transactions, in accordance
with the Codes of Ethics adopted by the various investment companies
advised by SouthTrust Bank, N.A.. These requirements also assist
SouthTrust Bank, N.A. in carrying out its responsibilities under the
Insider Trading and Security Fraud Enforcement Act of 1988. Among
these requirements is my obligation to provide to SouthTrust Bank,
N.A. duplicate brokerage confirmations and account statements.
Therefore, I hereby request that you provide duplicate confirmations and
account statements with respect to securities in which I have any
beneficial ownership or interest, including securities held in
street name or in house, family, joint or partnership accounts.
These duplicate account memoranda should occur with respect to all
transactions including, but not limited to, those involving options,
warrants, shares of closed end investment companies and futures
contracts. Please forward this information to:
SouthTrust Bank, N.A.
Attention: Eleanor M. Carroll
Director of Compliance
420 North 20th Street, 7th Floor
Birmingham, Alabama 35203
Any questions concerning these matters can be directed to Ms. Carroll at
(205) 254-6775. Your serious attention to this matter is greatly
appreciated.
Sincerely,
PROCEDURES FOR THE REPORTING AND REVIEW OF PERSONAL TRANSACTION ACTIVITY
INITIAL REPORTING PROCESS
1. The Director of Compliance meets with each new Access Person and reviews
the Code of Ethics, the Insider Trading Policy and the procedures for
preclearing personal securities transactions.
2. The Access Person is required to complete the "Certification and
Acknowledgment Form" to acknowledge his/her understanding of the Code of
Ethics and return it to the Director of Compliance within 10 calendar
days.
3. In addition, the Access Person is required to complete the "Personal
Security Portfolio Form" which includes 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 and address of any broker, dealer or bank with whom the
Access Person maintained an account in which any Covered Security
was held for the direct or indirect benefit of the Access Person as
of the date of employment as an Access Person; and
c) the date the report is submitted to the Director of
Compliance.
4. A separate form must be completed for the Access Person and all household
members as defined in Section 2(c) of the Code. The signed form(s) must be
returned to the Director of Compliance within 10 calendar days.
5. The Director of Compliance maintains current portfolio holdings
information as "initial" holdings.
6. The Access Person notifies each broker, dealer or bank that duplicate
confirmations and statements for the Access Person and household members,
if applicable, must be sent to the Director of Compliance, effective
immediately.
QUARTERLY REPORTING PROCESS
1. On the first business day after each calendar quarter end, the Director of
Compliance sends an e-mail to each Access Person giving step-by-step
instructions on how to complete the quarterly reporting requirements.
2. Within 10 calendar days of the quarter end, the Access Person is
required to:
a) review for accuracy all Covered Security transactions recorded
during the previous calendar quarter in all personal and household
member accounts;
b) review all open account information, including names of
brokers, banks and dealers, addresses and account numbers;
c) notify the Director of Compliance of any new accounts established
with brokers, banks or dealers during the quarter and the date the
account was established; and
d) resolve any discrepancies with the Director of Compliance.
3. Covered Security transactions executed by any Access Person during the
calendar quarter are reviewed by the Director of Compliance and the Chief
Investment Officer periodically throughout the quarter.
4. The Director of Compliance issues memos to each Access Person if any
transactions he or she has executed during the quarter have been deemed to
be either exceptions to or violations of the Code's requirements.
5. Based on the activity and the responses to the memos, the Director of
Compliance or the Chief Investment Officer may impose any of the sanctions
identified in Section 8.
ANNUAL REPORTING PROCESS
1. At least annually, the Director of Compliance requires that each Access
Person read the Code and certify and acknowledge his/her understanding of
the Code and its requirements.
2. This re-certification is required to be completed within 10 calendar days
of the request. The Director of Compliance monitors compliance with this
requirement.
3. At the same time, the Director of Compliance provides each Access Person
with a current list of securities held in the Access Person's account(s).
4. Within 10 calendar days of the request, the Access Person is
required to:
a) review for accuracy all securities held in all personal, and any
other accounts subject to the Code, accounts, including 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) review all open account information, including names of
brokers, banks and dealers, addresses and account numbers;
c) notify the Director of Compliance of any new accounts
established with brokers, banks or dealers; and
d) resolve any discrepancies with the Director of Compliance.
REPORTING TO THE BOARD OF TRUSTEES
1. Each quarter, the Director of Compliance reports any violations
of the Code to the Board of Trustees. Violations of the Code
include:
a) failure to preclear a transaction;
b) failure to complete the initial, quarterly or annual reporting
requirements timely, regardless of whether the Access Person
executed any transactions;
c) recognition of a profit on the sale of a security held less
than 60 days;
d) failure to comply with the receipt of gifts requirements;
and
e) any trends or patterns of personal securities trading which are
deemed by the Director of Compliance to be violations of the Code.
2. The Director of Compliance provides the Board with the name of the Access
Person; the type of violation; the details of the transaction(s); and the
types of sanctions imposed, if any.
RECORDKEEPING REQUIREMENTS
The Director of Compliance maintains the following books and records for a
period no less than 6 calendar years:
a) a copy of the Code of Ethics;
b) a record of any violation of the Code of Ethics and any
action taken as a result of the violation;
c) a copy of each report made by an Access Person, including
initial, quarterly and annual reporting;
d) a record of all Access Persons (current and for the past
five years);
e) a record of persons responsible for reviewing reports; and
f) a copy of any supporting documentation used in making
decisions regarding action taken by the Director of Compliance with
respect to personal securities trading.
ADVISER'S ANNUAL ISSUES AND CERTIFICATION REPORT
March 3, 2000
Board of Trustee of the SouthTrust Funds
Re: Annual Issues and Certification Report Under the Code of
Ethics ("Code") Required by Rule 17j-1 ("Rule") of the
Investment Company Act of 1940, as amended.
Ladies and Gentlemen:
The purpose of this report is to certify to you as Trustees of the
SouthTrust Funds that SouthTrust Bank, N.A. has adopted procedures reasonably
necessary to prevent SouthTrust Bank, N.A.'s Access Persons, as such term is
defined in the Rule, from violating SouthTrust Bank, N.A.'s Code.
No issues arose under SouthTrust Bank, N.A.'s Code since SouthTrust Bank,
N.A.'s last annual issues and certification report that require your attention.
Or
The following issues arose under SouthTrust Bank, N.A.'s Code since
SouthTrust Bank, N.A.'s last annual issues and certification report:
[List all material violations, including violations that are material when
aggregated, of the SouthTrust Bank, N.A.'s Code and/or related procedures, and
sanctions imposed by SouthTrust Bank, N.A. in response thereto. In addition,
list all significant conflicts of interest that arose involving SouthTrust Bank,
N.A.'s personal investment policies.]
Very truly yours,
Eleanor M. Carroll
Vice President
Compliance
