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THE ADVISORS' INNER CIRCLE FUND
THE ARBOR FUND
OAK ASSOCIATES FUNDS
AND THE EXPEDITION FUNDS
CODE OF ETHICS
Adopted Under Rule 17j-1
While affirming its confidence in the integrity and good faith of all
of its officers and trustees, the Advisors' Inner Circle Fund, The Arbor Fund,
Oak Associates Funds, and The Expedition Funds (collectively the "Trusts"),
recognize that the knowledge of present or future portfolio transactions and, in
certain instances, the power to influence portfolio transactions which may be
possessed by certain of their officers, employees and trustees could place such
individuals, if they engage in personal transactions in securities which are
eligible for investment by a Trust, in a position where their personal interest
may conflict with that of a Trust.
In view of the foregoing and of the provisions of Rule 17j-1(b)(1)
under the Investment Company Act of 1940 (the "1940 Act"), each Trust has
determined to adopt this Code of Ethics to specify and prohibit certain types of
transactions deemed to create conflicts of interest (or at least the potential
for or the appearance of such a conflict), and to establish reporting
requirements and enforcement procedures.
I. Statement of General Principles.
In recognition of the trust and confidence placed in the Trusts by
their shareholders, and to give effect to the Trusts' belief that its operations
should be directed to the benefit of its shareholders, the Trusts hereby adopt
the following general principles to guide the actions of their trustees,
officers and employees.
(1) The interests of the Trusts' shareholders are paramount, and all
of the Trusts' personnel must conduct themselves and their operations to give
maximum effect to this tenet by assiduously placing the interests of the
shareholders before their own.
(2) All personal transactions in securities by the Trusts' personnel
must be accomplished so as to avoid even the appearance of a conflict of
interest on the part of such personnel with the interests of the Trusts and
their shareholders.
(3) All of the Trusts' personnel must avoid actions or activities that
allow (or appear to allow) a person to profit or benefit from his or her
position with respect to the Trusts, or that otherwise bring into question the
person's independence or judgment.
II. Definitions.
(1) "Access Person" shall mean (i) each trustee or officer of a Trust,
(ii) each employee of a Trust (or of any company in a control relationship to a
Trust) who, in connection
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with his or her regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of a security by a Trust or any
series thereof (herein a "Fund"), or whose functions relate to the making of any
recommendations with respect to such purchases or sales, and (iii) each officer,
director or general partner of each adviser or sub-adviser to the Trusts and any
employee of any such adviser or sub-adviser who, in connection with his or her
regular functions or duties, makes participates in, or obtains information
regarding the purchase or sale of a security by a Fund, or whose functions
relate to the making of any recommendations with respect to such purchases or
sales; (iv) each director, officer or general partner of any principal
underwriter for a Trust, but only where such person in the ordinary course
either makes, participates in, or obtains information regarding the purchase or
sale of securities by the Fund(s), or whose functions relate to the making of
recommendations regarding securities to the Fund(s); and (v) any natural person
in a control relationship with a Fund or any of the Funds' advisers or
sub-advisers who obtains information concerning recommendations made to the
Funds with regard to the purchase or sale of a security.
(2) "Beneficial ownership" of a security is to be determined in the
same manner as it is for purposes of Section 16 of the Securities Exchange Act
of 1934 and Rule 16a-1(a)(2) thereunder. This means that a person should
generally consider himself the beneficial owner of any securities in which he
has a direct or indirect pecuniary interest. In addition, a person should
consider himself the beneficial owner of securities held by his spouse, his
minor children, a relative who shares his home, or other persons by reason of
any contract, arrangement, understanding or relationship that provides him with
sole or shared voting or investment power.
(3) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the 1940 Act. Section 2(a)(9) provides that "control" means the power
to exercise a controlling influence over the management or policies of a
company, unless such power is solely the result of an official position with
such company. Ownership of 25% or more of a company's outstanding voting
security is presumed to give the holder thereof control over the company. Such
presumption may be countered by the facts and circumstances of a given
situation.
(4) "Independent Trustee" means a Trustee of a Trust who is not an
"interested person" of the Trust within the meaning of Section 2(a)(19) of the
1940 Act.
(5) "Initial Public Offering" ("IPO") means an offering of Securities
registered under the Securities Act of 1933, the issuer of which, immediately
before registration, was not subject to the reporting requirements of Section 13
or Section 15(d) of the Securities Exchange Act of 1934.
(6) "Private Placement" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) or
Section 4(6) in the Securities Act of 1933.
(7) "Special Purpose Investment Personnel" means each Access Person
who, in connection with his or her regular functions (including, where
appropriate, attendance at Board meetings and other meetings at which the
official business of a Trust or any Fund thereof is discussed or carried on),
obtains contemporaneous information regarding the purchase or sale of
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a security by a Fund. Special Purpose Investment Personnel shall occupy this
status only with respect to those securities as to which he or she obtains such
contemporaneous information.
(8) "Purchase or sale of a security" includes, among other things, the
writing of an option to purchase or sell a security.
(9) "Security" shall have the same meaning as that set forth in
Section 2(a)(36) of the 1940 Act, except that it shall not include securities
issued by the Government of the United States or an agency thereof, bankers'
acceptances, bank certificates of deposit, commercial paper, shares of
registered, open-end mutual funds and high quality short-term debt instruments,
including repurchase agreements.
(10) A Security "held or to be acquired" by a Trust or any Fund means
(A) any Security which, within the most recent fifteen days, (i) is or has been
held by a Trust or any Fund thereof, or (ii) is being or has been considered by
a Fund's investment adviser for purchase by the Fund; (B) and any option to
purchase or sell and any Security convertible into or exchangeable for any
Security described in (A) above.
(11) A Security is "being purchased or sold" by a Trust from the time
when a purchase or sale program has been communicated to the person who places
the buy and sell orders for such Trust until the time when such program has been
fully completed or terminated.
III. Prohibited Purchases and Sales of Securities.
(1) No Access Person shall, in connection with the purchase or sale,
directly or indirectly, by such person of a Security held or to be acquired by
any Fund of a Trust:
(A) employ any device, scheme or artifice to defraud such Fund;
(B) make to such Fund any untrue statement of a material fact
or omit to state to such Fund a material fact necessary in order to make the
statements made, in light of the circumstances under which they are made, not
misleading;
(C) engage in any act, practice or course of business which
would operate as a fraud or deceit upon such Fund; or
(D) engage in any manipulative practice with respect to such
Fund.
(2) No Special Purpose Investment Personnel may purchase or sell,
directly or indirectly, any Security as to which such person is a Special
Purpose Investment Personnel in which he had (or by reason of such transaction
acquires) any Beneficial Ownership at any time within 7 calendar days before or
after the time that the same (or a related) Security is being purchased or sold
by any Fund.
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(3) No Special Purpose Investment Personnel may sell a Security as
which he or she is a Special Purpose Investment Personnel within 60 days of
acquiring beneficial ownership of that Security.
IV. Additional Restrictions and Requirements
(1) Pre-approval of IPOs and Private Placements - Each Access Person
must obtain approval from the Review Officer before acquiring beneficial
ownership of any securities offered in connection with an IPO or a Private
Placement.
(2) No Access Person shall accept or receive any gift of more than de
minimis value from any person or entity that does business with or on behalf of
a Trust.
(3) Each Access Person (other than each Trust's Independent Trustees
and its Trustees and officers who are not currently affiliated with or employed
by each Trust's investment adviser or principal underwriter) who is not required
to provide such information under the terms of a code of ethics described in
Section VII, hereof, must provide to the Review Officer a complete listing of
all securities owned by such person as of December 31st of the previous year.
Thereafter, each such person shall submit a revised list of such holdings to the
Review Officer as of December 31st of each subsequent year. The initial listing
must be submitted within 10 days of the date upon which such person first
becomes an Access Person of the Trust, and each update thereafter must be
provided no later than 30 days after the start of the subsequent year.
V. Reporting Obligation.
(1) Each Access Person (other than each Trust's Independent Trustees)
shall report all transactions in Securities in which the person has, or by
reason of such transaction acquires, any direct or indirect beneficial
ownership. Reports shall be filed with the Review Officer quarterly. The Review
Officer shall submit confidential quarterly reports with respect to his or her
own personal securities transactions to an officer designated to receive his or
her reports ("Alternate Review Officer"), who shall act in all respects in the
manner prescribed herein for the Review Officer.
(2) Every report shall be made 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:
(A) The date of the transaction, the title and the number of
shares or the principal amount of each security involved;
(B) The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(C) The price at which the transaction was effected;
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(D) The name of the broker, dealer or bank with or through
whom the transaction was effected; and
(E) The date the report was submitted by the Access Person.
(3) In the event no reportable transactions occurred during the
quarter, the report should be so noted and returned signed and dated.
(4) An Access Person who would otherwise be required to report his or
her transactions under this Code shall not be required to file reports pursuant
to this Section V where such person is required to file reports pursuant to a
code of ethics described in Section VII, hereof.
(5) An Independent Trustee shall report transactions in Securities
only if the Trustee knew at the time of the transaction or, in the ordinary
course of fulfilling his or her official duties as a trustee, should have known,
that during the 15 day period immediately preceding or following the date of the
transaction, such security was purchased or sold, or was being considered for
purchase or sale, by any Fund of a Trust. (The "should have known" standard
implies no duty of inquiry, does not presume there should have been any
deduction or extrapolation from discussions or memoranda dealing with tactics to
be employed meeting the Fund's investment objectives, or that any knowledge is
to be imputed because of prior knowledge of the Funds' portfolio holdings,
market considerations, or the Trust's investment policies, objectives and
restrictions.)
(6) 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 has any
direct or indirect beneficial ownership in the security to which the report
relates.
(7) Each Independent Trustee shall report the name of any
publicly-owned company (or any company anticipating a public offering of its
equity securities) and the total number of its shares beneficially owned by him
or her if such total ownership is more than 1/2 of 1% of the company's
outstanding shares. Such report shall be made promptly after the date on which
the Trustee's ownership interest equaled or exceeded 1/2 of 1%.
VI. Review and Enforcement.
(1) The Review Officer shall compare all reported personal securities
transactions with completed portfolio transactions of each Trust and a list of
securities being considered for purchase or sale by each Trust's adviser(s) to
determine whether a violation of this Code may have occurred. Before making any
determination that a violation has been committed by any person, the Review
Officer shall give such person an opportunity to supply additional explanatory
material.
(2) If the Review Officer determines that a violation of this Code may
have occurred, he or she shall submit his or her written determination, together
with the confidential monthly report and any additional explanatory material
provided by the individual, to the President of the
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appropriate Trusts and outside counsel, who shall make an independent
determination as to whether a violation has occurred.
(3) If the President and outside counsel find that a violation has
occurred, the President shall impose upon the individual such sanctions as he or
she deems appropriate and shall report the violation and the sanction imposed to
the Board of Trustees of the Trusts.
(4) No person shall participate in a determination of whether he or
she has committed a violation of the Code or of the imposition of any sanction
against himself or herself. If a securities transaction of a President is under
consideration, any Vice President shall act in all respects in the manner
prescribed herein for the President.
VII. Investment Adviser's, Administrator's or Principal Underwriter's Code
of Ethics.
Each investment adviser (including, where applicable, any sub-adviser),
administrator or manager (where applicable), and principal underwriter of each
Trust shall:
(1) Submit to the Board of Trustees of the Trusts a copy of its code
of ethics adopted pursuant to, and compliant with, Rule 17j-1, which code shall
comply with the recommendations of the Investment Company Institute's Advisory
Group on Personal Investing or be accompanied by a written statement explaining
any differences and supplying the rationale therefor;
(2) Promptly report to the appropriate Trust in writing any material
amendments to such code of ethics;
(3) Promptly furnish to the Trust upon request copies of any reports
made pursuant to such code of ethics by any person who is an Access Person as to
the Trust; and
(4) Shall immediately furnish to the appropriate Trust, without
request, all material information regarding any violation of such Code by any
person who is an Access Person as to the Trust.
VIII. Annual Written Report to the Board.
At least once a year, the Review Officer will provide the Board of
Trustees a written report that includes:
(1) Issues Arising Under the Code - The Report will describe any
issue(s) that arose during the previous year under the Code, including any
material Code violations, and any resulting sanction(s).
(2) Certification - The Report will certify to the Board of Trustees
that the each Trust has adopted measures reasonably necessary to prevent its
personnel from violating the Code currently and in the future.
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IX. Records.
Each Trust shall maintain records in the manner and to the extent set
forth below, which records may be maintained under the conditions described in
Rule 31a-2 under the Investment Company Act and shall be available for
examination by representatives of the Securities and Exchange Commission.
(1) A copy of this code of ethics and any other code which is, or at
any time within the past five years has been, in effect shall be preserved in an
easily accessible place;
(2) A record of any violation of this Code and of any action taken as
a result of such violation shall be preserved in an easily accessible place for
a period of not less than five years following the end of the fiscal year in
which the violation occurs;
(3) A copy of each report made by an officer or trustee pursuant to
this code of ethics shall be preserved for a period of not less than five years
from the end of the fiscal year in which it is made, the first two years in an
easily accessible place; and
(4) 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.
(5) A copy of each annual report to the Board of Trustees will be
maintained for at least five years from the end of the fiscal year in which it
is made, the first two years in an easily accessible place; and
(6) A record of any decision, and the reasons supporting the decision,
to approve the acquisition of Securities in an IPO or a Private Placement, shall
be preserved for at least five years after the end of the fiscal year in which
the approval is granted.
X. Miscellaneous
(1) Confidentiality. All reports of securities transactions and any
other information filed with the Trusts pursuant to this Code shall be treated
as confidential.
(2) Interpretation of Provisions. The Boards of Trustees may from time
to time adopt such interpretations of this Code as it deems appropriate.
(3) Periodic Review and Reporting. The President of each Trust shall
report to the Board of Trustees at least annually as to the operation of this
Code and shall address in any such report the need (if any) for further changes
or modifications to this Code.
Adopted November 13, 1995.
Revised November 11, 1996.
Revised February 18, 1997.
Revised November 16, 1998.
Revised February 23, 2000.
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