Exhibit (p)(1)
THE CUTLER TRUST
CODE OF ETHICS
JUNE 15, 2000
SECTION 1. INTRODUCTION
This Code of Ethics ("Code") has been adopted by The Cutler Trust (the
"Trust") with respect to each of its investment portfolios (each a "Fund") to
establish standards and procedures for the detection and prevention of
activities by which persons having knowledge of the investments and investment
intentions of a Fund may abuse their fiduciary duties to the Trust and to deal
with other types of conflict of interest situations.
Upon discovering a violation of the Code, the Board of Trustees (the
"Board") may impose such sanctions as it deems appropriate, including, among
other things, a letter of censure or suspension or termination of the employment
or other position of the violator.
SECTION 2. DEFINITIONS
(A) Access Person means:
(i) any Trust officer;
(ii) any trustees, including any independent trustee; and
(iii) any individual in a control relationship with a Fund who
obtains information concerning recommendations made to the
Fund about the purchase or sale of Covered Securities by the
Fund.
(B) Beneficial Owner means "beneficial owner" as defined in Rule
16a-1(a)(2) under the Securities and Exchange Act of 1934 except that the
determination of direct or indirect beneficial ownership shall apply to all
Covered Securities which an Access Person owns or acquires. A beneficial owner
of a security is any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has or shares a direct or
indirect pecuniary interest (the opportunity, directly or indirectly, to profit
or share in any profit derived from a transaction in the subject securities) in
a security.
Indirect pecuniary interest in a security includes securities held by a
person's immediate family sharing the same household. Immediate family means any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law (including adoptive relationships).
(C) Control has the same meaning as in Section 2(a)(9) of the
Investment Company Act of 1940, which generally includes (a) the power to
exercise a controlling influence over the
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management or policies of a company, unless such power is solely the result of
an official position with such company or (b) the beneficial ownership, either
directly or through one or more controlled companies, of more than 25% of the
company's voting securities.
(D) Covered Security means any security except:
(i) direct obligations of the Government of the United States;
(ii) bankers' acceptances and bank certificates of deposit;
(iii) commercial paper and debt instruments with a maturity at
issuance of less than 366 days and that are rated in one of
the two highest rating categories by a nationally recognized
statistical rating organization;
(iv) repurchase agreements covering any of the foregoing; and
(v) shares of registered open-end investment companies.
(E) Investment Personnel means any individual who controls a Fund and
who obtains information concerning recommendations made to the Fund regarding
the purchase or sale of securities by the Fund.
(F) Security Held or to be Acquired by the Trust means
(i) any Covered Security which, within the most recent 15 days (x)
is or has been held by a Fund or (y) is being or has been
considered by a Fund or an investment adviser to the Fund for
purchase by the applicable Fund; and
(ii) any option to purchase or sell, and any security
convertible into or exchangeable for, a Covered Security.
(G) Purchase or sale includes, among other things, the writing of
an option to purchase or sell.
SECTION 3. PROHIBITED TRANSACTIONS
(A) PROHIBITION AGAINST FRAUDULENT CONDUCT. No Access Person shall use
any information concerning the investments or investment intentions of a Fund,
or the Access Person's ability to influence such investment intentions, for
personal gain or in a manner detrimental to the interests of a Fund.
In addition, no affiliated person of a Fund shall, directly or
indirectly in connection with the purchase or sale of a security held or to be
acquired by a Fund:
(i) employ any device, scheme or artifice to defraud a Fund;
(ii) make to a Fund or to a Fund's investment advisers or
distributor any untrue statement of a material fact or omit to
state to any of the foregoing a material fact necessary in
order to make the statements made, in light of the
circumstances under which they are made, not misleading;
(iii) engage in any act, practice, or course of business that
operates or would operate as a fraud or deceit upon a Fund; or
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(iv) engage in any manipulative practice with respect to a Fund.
(B) OTHER PROHIBITED TRANSACTIONS. Access Persons are prohibited
from:
(i) inducing or causing a Fund to take action or to fail to
take action, for personal benefit rather than for the
benefit of the Fund;
(ii) accepting anything other than of de minimus value or any other
preferential treatment from any entity with which a Fund does
business;
(iii) establishing or maintaining an account at any entity through
which securities transactions may be effected without written
notice to the designated Review Officer prior to establishing
such an account;
(iv) using knowledge of portfolio transactions of a Fund for
their personal benefit or the personal benefit of their
friends or relatives;
(v) violating the anti-fraud provisions of the federal or state
securities laws;
(vi) serving on the boards of directors of publicly traded
companies, absent prior authorization based upon a
determination by the Review Officer that the board service
would be consistent with the interests of the Fund and its
shareholders.
(C) UNDUE INFLUENCE; DISCLOSURE OF PERSONAL INTEREST. No Access Person
shall cause or attempt to cause any Fund to purchase, sell or hold any security
in a manner calculated to create any personal benefit to the Access Person. No
Access Person shall recommend any securities transactions for a Fund without
having disclosed the Access Person's interest, if any, in such securities or the
issuer thereof, including, without limitation:
(i) the Access Person's direct or indirect beneficial ownership of
any securities of such issuer;
(ii) any position with such issuer or its affiliates; and
(iii)any present or proposed business relationship between such issuer
or its affiliates, on the one hand, and such person or any party
in which such person has a significant interest, on the other
hand.
(D) CORPORATE OPPORTUNITIES. All Access Persons are prohibited from
taking personal advantage of any opportunity properly belonging to a Fund.
(E) CONFIDENTIALITY. Except as required in the normal course of
carrying out an Access Person's business responsibilities, Access Persons are
prohibited from revealing information relating to the investment intentions or
activities of any Fund, or securities that are being considered for purchase or
sale on behalf of any Fund.
SECTION 4. REPORTING REQUIREMENTS
(A) ACCESS PERSON REPORTING. All Access Persons must report the
information described in this Section with respect to transactions in any
Covered Security in which the Access Person has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership. All Access
Persons and Investment Personnel must report to the Review Officer unless they
are otherwise required to report to the distributor or an investment adviser
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of the Trust or a Fund pursuant to a Code of Ethics adopted by those entities
and approved by the Trustees.
(B) TRUSTEE REPORTING. An independent Trustee (a Trustee who is not an
interested person of the Fund as defined in Section 2(a)(19) of the Investment
Company Act of 1940) need only report a transaction if the Trustee knew at the
time of the transaction or, in the ordinary course of fulfilling the Trustee's
official duties as a Trustee, should have known that, during the 15 day period
immediately preceding or after the date of the transaction in a Covered Security
by the Trustee, such Covered Security is or was purchased or sold or was being
considered for purchase or sale by a Fund or an investment adviser to the Trust
or a Fund.
(C) EXCLUSIONS FROM REPORTING. Transactions effected for, and Covered
Securities held in, any account over which an Access Person has no direct or
indirect influence or control are not subject to the reporting requirements of
this Section.
(D) INITIAL HOLDING REPORTS. No later than ten (10) days after the
person becomes an Access Person, an Access Person must report the following
information:
(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 with whom the Access
Person maintained an account in which any securities were held
for the direct or indirect benefit of the Access Person as of
the date the person became an Access Person; and
(iii) the date that the report is submitted by the Access Person.
(E) QUARTERLY TRANSACTION REPORTS. No later than ten (10) days
after the end of a calendar quarter, an Access Person must report the
following information:
(i) with respect to any transaction during the quarter in a Covered
Security in which the Access Person had, or by reason of such
transaction acquired, any direct or indirect beneficial
ownership:
(1) the date of the transaction, the title, the interest
rate and maturity date (if applicable), the number of
shares and the principal amount of each Covered
Security involved;
(2) the nature of the transaction (i.e., purchase, sale or
any other type of acquisition or disposition);
(3) the price of the Covered Security at which the
transaction was effected;
(4) the name of the broker, dealer or bank with or through
which the transaction was effected; and
(5) the date that the report is submitted by the Access
Person.
(ii) with respect to any account established by the Access Person in
which any securities were held during the quarter for the direct
or indirect benefit of the Access Person:
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(1) the name of the broker, dealer or bank with whom the
Access Person established the account;
(2) the date the account was established; and
(3) the date that the report is submitted by the Access
Person.
(F) ANNUAL HOLDINGS REPORTS. Annually, an Access Person must report
the following information (which information must be current as of a date no
more than thirty (30) days before the report is submitted):
(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 with whom the Access
Person maintains an account in which any securities are held
for the direct or indirect benefit of the Access Person; and
(iii) the date that the report is submitted by the Access Person.
(G) CERTIFICATION OF COMPLIANCE. Each Access Person is required to
certify annually (in the form of Appendix A) that the Access Person has read and
understood the Code and recognizes that the Access Person is subject to the
Code. Further, each Access Person is required to certify annually that the
Access Person has complied with all the requirements of the Code and that the
Access Person has disclosed or reported all personal securities transactions
pursuant to the requirements of the Code.
(H) ALTERNATIVE REPORTING. The submission to the Review Officer of
duplicate broker trade confirmations and statements on all Covered Securities
transactions shall be deemed to satisfy the Quarterly Transaction Report
requirement. The annual holdings report may be satisfied by confirming annually,
in writing, the accuracy of the records maintained by the Review Officer and
recording the date of the confirmation.
(I) REPORT QUALIFICATION. Any report may contain a statement that the
report shall not be construed as an admission by the person making the report
that he or she has any direct or indirect beneficial ownership in the Covered
Securities to which the report relates.
(J) ACCOUNT OPENING PROCEDURES. Access Persons shall provide written
notice to the Review Officer prior to opening any account with any entity
through which a Covered Securities transaction may be effected. In addition, all
Access Persons will promptly:
(i) provide full access to the Fund, its agents and attorneys to
any and all records and documents which the Fund considers
relevant to any securities transactions or other matters
subject to the Code;
(ii) cooperate with the Fund, or its agents and attorneys, in
investigating any securities transactions or other matter
subject to the Code;
(iii) provide the Fund, its agents and attorneys with an explanation
(in writing if requested) of the facts and circumstances
surrounding any securities transaction or other matter subject
to the Code; and
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(iv) promptly notify the Review Officer or such other individual as
the Fund may direct, in writing, from time to time, of any
incident of noncompliance with the Code by any Access Person.
SECTION 5. REVIEW OFFICER
(A) DUTIES OF REVIEW OFFICER. A Review Officer shall be appointed
by the Fund's President to:
(i) review all securities transaction and holdings reports and
shall maintain the names of persons responsible for reviewing
these reports;
(ii) identify all Access Persons who are required to make these
reports and promptly inform each Access Person of the
requirements of this Code;
(iii) compare, on a quarterly basis, all Access Persons' Covered
Securities transactions with each Fund's completed portfolio
transactions to determine whether a Code violation may have
occurred;
(iv) maintain a signed acknowledgment by each person who is then
an Access Person, in the form of Appendix A; and
(v) identify persons who are Investment Personnel of the Fund
and inform those persons of their requirements to obtain
prior written approval from the Review Officer prior to
directly or indirectly acquiring ownership of a security in
any private placement or initial public offering.
(vi) Annually prepare a written report to the Trustees that
(1) describes any issues under the code of ethics or
procedures since the last report to the Trustees,
including, but not limited to, information about
material violations of the code or procedures and
sanctions imposed in response to the material
violations; and
(2) certifies that the Fund has adopted procedures
reasonably necessary to prevent Access Persons from
violating the code.
(B) POTENTIAL TRADE CONFLICT. When there appears to be a transaction
that conflicts with the Code, the designated Review Officer shall request a
written explanation of the Access Person's transaction. If after post-trade
review, it is determined that there has been a violation of the Code, a report
will be made by the designated Review Officer with a recommendation of
appropriate action to the Board.
(C) REQUIRED RECORDS. The Review Officer shall maintain and cause to
be maintained:
(i) a copy of any code of ethics adopted by the Fund which has
been in effect during the previous five (5) years in an
easily accessible place;
(ii) a record of any violation of any code of ethics, and of any
action taken as a result of such violation, in an easily
accessible place for at least five (5) years after the end of
the fiscal year in which the violation occurs;
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(iii) a copy of each report made by an Access Person as required by
Section 4 of this Code for at least five (5) years after the
end of the fiscal year in which the report is made, the first
two (2) years in an easily accessible place;
(iv) a list of all persons who are, or within the past five years
have been, required to make reports or who were responsible
for reviewing these reports pursuant to any code of ethics
adopted by a Fund, in an easily accessible place;
(v) a copy of each written report and certification required
pursuant to Section 6(iv) of this Code for at least five (5)
years after the end of the fiscal year in which it is made,
the first two (2) years in an easily accessible place; and
(vi) a record of any decision, and the reasons supporting the
decision, approving the acquisition by Investment Personnel of
securities under Section 5(a)(v) of this Code, for at least
five (5) years after the end of the fiscal year in which the
approval is granted.
SECTION 6. BOARD REVIEW
The Board of Trustees, including a majority of the independent
Trustees, shall:
(i) approve the code of ethics of the Fund, the code of ethics of
each investment adviser and principal underwriter of the Fund
before initially retaining their services, and any material
changes to these codes within six months of such change;
(ii) base its approval of a code of ethics, and any material
changes to a code of ethics, on a determination that the code
contains provisions reasonably necessary to prevent access
persons (as defined in the respective codes) from engaging in
prohibited conduct;
(iii) receive, prior to approving a code or any amendment to a code,
a certification from the Fund, investment adviser or principal
underwriter that it has adopted procedures reasonably
necessary to prevent access persons from violating the code;
and
(iv) receive and consider, no less frequently than annually
(1) a written report from the Fund, investment adviser,
or principal underwriter describing any issues,
material violations or sanctions arising under the
Code; and
(2) a written certification from the Fund, investment
adviser, or principal underwriter, as applicable,
that it has adopted procedures reasonably necessary
to prevent Access Persons from violating its code.
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THE CUTLER TRUST
CODE OF ETHICS
APPENDIX A
ACCESS PERSON ACKNOWLEDGEMENT
I understand that I am an Access person as defined in The Cutler Trust Code of
Ethics. I have read and I understand the Code of Ethics and will comply with it
in all respects. In addition, I certify that I have complied with the
requirements of the Code of Ethics and I have disclosed or reported all personal
securities transactions required to be disclosed or reported pursuant to the
requirements of the Code.
Signature Date
Printed Name
This form must be completed and returned to the Trust's Review Officer:
Ms. Carol S. Fischer
c/o The Cutler Trust
503 Airport Road
Medford, Oregon 97504
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Exhibit (p)(2)
CUTLER & COMPANY, LLC CODE OF ETHICS AND POLICY STATEMENT OF INSIDER
TRADING & FRAUDULENT PRACTICES.
Cutler & Company, LLC ("Cutler & Company") is required to establish maintain and
enforce policies and procedures to detect and prevent the misuse of material,
nonpublic information. The procedures can be found in the "Procedures to
Implement Cutler & Company, LLC's Code of Ethics and Policy Statement of Insider
Trading & Fraudulent Practices". This is our written statement of ethical
standards for the guidance of employees, and as a basis for continued
employment.
The Investment Company Act of 1940 (the "Act") addresses conflicts of interest
that may arise when "Access Persons" engage in personal trading for their own
accounts. Rule 17j-1 of the Act (the "Rule") prohibits fraudulent conduct by
Access Persons in connection with their personal trading in securities, which
are or have been held, or are being or have been considered for purchase, in
client accounts.
Cutler & Company's sole business is acting in a fiduciary capacity for the
investment of public and private funds. Ours is a trust relationship with our
clients. "Insider trading" refers to taking any market action that is based on
information not generally available to the public. Every decision we make to
invest is based on our own research derived from openly available material,
supplied to us. When we have made a decision to invest for clients, that becomes
our own inside information and any private use prior to client use might be a
violation.
Corporate Opportunities and Fraudulent Conduct.
We shall not take personal advantage of any opportunity properly belonging to
public and private funds. It is also unlawful for us to use any information
concerning a security held or to be acquired by public and private funds, or
their ability to influence any investment decisions, for personal gain or in a
manner detrimental to the interests of public and private funds. In addition, we
shall not, directly or indirectly:
(i) employ any device, scheme or artifice to defraud a public and
private fund or engage in any manipulative practice with
respect to public and private funds;
(ii) make to a public and private fund, any untrue statement of a
material fact or omit to state to a public and private fund a
material fact necessary in order to make the statements made,
in light of the circumstances under which they are made, not
misleading; or
(iii) engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon a public
and private fund.
At the same time that we are avoiding any conflict, we try to demonstrate our
faith in our management and judgment by investing our own money in the same
manner as the client. When done openly and according to strict rules, this is
not a conflict. Our ADV filing discloses that our 401(k) funds are invested in
The Cutler Trust mutual funds in the same manner as our other clients.
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Every employee of Cutler & Company has some access to client files and as such
is construed to have possession of confidential information. Any unauthorized
use of such information for personal benefit will be considered misappropriation
of company property. For purposes of compliance with the Rule, in the context of
our organization, "Access Persons" generally will include only Portfolio
Managers and Traders of Cutler & Company given their respective roles relating
to purchases and sales of client portfolios. Any unauthorized use of such
information for personal benefit will be considered a violation of the code.
Such violations constitute grounds for disciplinary sanctions, including
dismissal.
N:/word/compliance personal trading.doc
Dated 3/1/2000
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Exhibit(p)(3)
PROCEDURES TO IMPLEMENT CUTLER & COMPANY, LLC'S
CODE OF ETHICS AND POLICY STATEMENT OF INSIDER TRADING
& FRAUDULENT PRACTICES
The following procedures have been established to aid the employees of Cutler &
Company, LLC ("Cutler & Company") to guard against the illegal use of inside
information and fraudulent practices, and to aid management in preventing,
detecting and imposing sanctions against insider-personal trading. In addition
to the private accounts of clients managed by Cutler & Company, these procedures
also pertain to those registered management investment companies or series
thereof to which Cutler & Company provides investment advisory services (each a
"Fund"). If you have any questions about these procedures, you should consult
the company's Trading Compliance Officer.
For purposes of this report the following definitions will apply:
"Access Person" - Any person, including all Managing Members, Officers,
Portfolio Managers and Traders of Cutler & Company, who, in connection with his
or her regular functions or duties, makes, participates in, or obtains
information regarding the purchases and sales of securities for client
portfolios or whose functions relate to the making of any recommendation with
respect to the purchases or sales.
"Beneficial Ownership"- Rule 16a-1(a)(2) under the Exchange Act provides that
beneficial ownership of a security means having the opportunity, directly or
indirectly, to profit or share in any profit derived from a transaction in the
security, subject to certain exceptions specified in the rule.
"Security Held or to be Acquired" - Any security, including any option on a
security and any security that is convertible into or exchangeable for a
security, that is held or to be acquired, which within the most recent 15 days,
(i) is or has been held by a client's portfolio or (ii) is being or has been
considered for purchase by a client's portfolio.
"Trading Compliance Officer" - This person shall be designated by Cutler &
Company from time to time. This is currently Linda Beckmann.
1. Identifying Inside Information
Before trading for yourself or others, including investment companies or private
accounts managed by Cutler & Company, in the securities of a company about which
you may have potential inside information, ask yourself the following questions:
i. Is the information material? Is this information that an investor
would consider important in making his or her investment decisions? Is
this information that would substantially effect the market price of
the securities if generally disclosed?
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ii. Is the information nonpublic? To whom has this information been
provided? Has the information been effectively communicated to the
marketplace by being published in Reuters, The Wall Street Journal, or
other publications of general circulation?
iii. Is this a security that (a) is or has been held, or (b) is being or
has been considered for purchase?
If, after consideration of the above, you believe that the information is
material and nonpublic, or if you have questions as to whether the information
is material and nonpublic, you should take the following steps.
i. Report the matter immediately to the Trading Compliance Officer.
ii. Do not purchase or sell the securities on behalf of yourself or
others, including investment companies or private accounts managed by
Cutler & Company.
iii. Do not communicate the information inside or outside Cutler & Company,
other than to the Trading Compliance Officer.
2. Restricting Access to Material Nonpublic Information
Information in your possession that you identify as material and nonpublic
may not be communicated to anyone, including persons within Cutler &
Company, except as provided in paragraph 1, above. In addition, care
should be taken so that such information is secure. For example, files
containing material nonpublic information should be sealed; access to
computer files containing material nonpublic information should be
restricted.
3. Resolving Issues Concerning Insider Trading
If, after consideration of the items set forth in paragraph 1, doubt
remains as to whether information is material or nonpublic, or if there is
any unresolved question as to the applicability or interpretation of the
foregoing procedures, or as to the propriety of any action, it must be
discussed with the Trading Compliance Officer before trading or
communicating the information to anyone.
4. Personal Securities Trading
i. Initial Holdings Report
Rule: "Access persons" must report the name, number of shares and principal
amount of all securities in which an access person had any "beneficial
ownership" and any securities account the access person maintains for his or her
direct or indirect benefit with a broker, dealer or bank within 10 days of
becoming an access person. Policy: Within 10 days of becoming an access person,
the above information must be given to the Trading Compliance Officer.
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ii. Annual Holdings Report
Rule: Access persons must report annually the name, number of shares and
principal amount of all securities owned by the access person and any securities
account the access person maintains with a broker, dealer or bank and the date
on which the report is submitted. The information must be current as of a date
no more than 30 days before the report is submitted. If Cutler & Company
maintains a running count of securities holdings, access person may confirm
annually in writing the accuracy of the records required to be disclosed in the
annual holdings report and recording the date of confirmation.
Policy: We will maintain a running count of securities holdings for any account
in your name or accounts in which you have any "Beneficial Ownership". Every
access person must inform the broker or brokers they are doing their trades with
to have a duplicate confirmation and duplicate statement sent to the Trading
Compliance Officer. You must also confirm in a dated, written statement annually
that your custodian statements being sent are complete and accurate.
iii. Quarterly Transaction Report
Rule: No later than 10 days after the end of a calendar quarter, access persons
must file a quarterly report reporting personal securities transactions,
including the date of the transaction, the name and number of shares, the
interest rate and maturity date (if applicable), the principal amount of the
securities involved, the nature of the transaction, the price at which the
transaction was effected and the broker, dealer or bank with or through whom the
transaction was effected. If the access person establishes a securities account
during the quarterly period, the quarterly report must also disclose the name of
the broker, dealer or bank with whom the account is established and the date the
account is established. The date that the report is submitted must be noted.
Policy: Every access person must have the broker or brokers you are trading with
send a duplicate confirmation to the Trading Compliance Officer on any
transaction you place with them for any account in your name or accounts that
you have any "Beneficial Ownership" at any time. This will take care of the
requirement of quarterly reporting.
iv. Review of Reports
Rule: The Trading Compliance Officer must identify all access persons who are
required to make reports and must inform those persons of their reporting
obligations. Trading Compliance Officer must review all initial holdings,
quarterly transaction and annual holdings reports.
Policy: The Trading Compliance Officer will review initial holdings reports,
audit confirmations received with broker statements no less than quarterly and
will initial the annual holdings reports after confirmation of completeness and
accuracy.
v. Pre-Approval of Investments in IPOs and Private Placements.
Rule: "Investment personnel" must obtain approval from the Trading Compliance
Officer before acquiring any beneficial ownership in an IPO or private
placement. "Investment personnel" are (a) employees who participate in making
investment recommendations. (b) persons in a control relationship who obtain
information about investment recommendations made.
Policy: We define "investment professionals" the same as "access persons". Every
access person must obtain approval from the Trading Compliance Officer as stated
above.
vi. Recording-Keeping for Pre-approval of Investments in IPOs and Private
Placements.
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Rule: We must maintain records of the approval of, and rationale supporting, the
acquisition of such securities for at least five years after the end of the
fiscal year in which the approval is granted. Policy: The Trading Compliance
Officer will keep such records.
vii. Annual Report to Board(s) of Investment Company Clients.
Cutler & Company will annually submit to the Board(s) of its investment
company clients for consideration a written report that (a) describes any issues
arising under the code of ethics or procedures since the last report to the
Board, including, but not limited to, information about material violations of
the code or procedures and sanctions imposed in response to those violations,
and (b) certifies that Cutler & Company has adopted procedures reasonably
necessary to prevent access persons from violating the code.
viii. Other Required Records. The Trading Compliance Officer shall
maintain and cause to be maintained:
(i) a copy of any code of ethics adopted by Cutler & Company which
has been in effect during the previous five (5) years in an
easily accessible place;
(ii) a record of any violation of any code of ethics, including
these procedures, and of any action taken as a result of such
violation, in an easily accessible place for at least five (5)
years after the end of the fiscal year in which the violation
occurs;
(iii) a copy of each report made by anyone subject to these
procedures as required by Section 4 (including all duplicate
confirmations and brokerage statements) for at least five (5)
years after the end of the fiscal year in which the report is
made, the first two (2) years in an easily accessible place;
(iv) a list of all persons who are, or within the past five years
have been, required to make reports or who were responsible
for reviewing these reports pursuant to any code of ethics
adopted by Cutler & Company, in an easily accessible place;
(v) a copy of each written report and certification required
pursuant to Section 4.vii of these procedures for at least
five (5) years after the end of the fiscal year in which it is
made, the first two (2) years in an easily accessible place;
and
(vi) a record of any decision, and the reasons supporting the
decision, approving the acquisition by Access Persons of
securities under Section 4 of these Procedures, for at least
five (5) years after the end of the fiscal year in which the
approval is granted.
Dated: 3/1/2000
ETHICAL COMPLIANCE AND INSIDER TRADING
Acknowledgement: I have read and understand the foregoing procedures and will
comply in all respects with such procedures.
Name Date
To be filed in employee's personnel file.
N:/word/personal trading procedures.doc
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Exhibit (p)(4)
FORUM INVESTMENT ADVISORS, LLC
FORUM FUND SERVICES, LLC
CODE OF ETHICS
AS AMENDED JANUARY 17, 2000
INTRODUCTION
This Code of Ethics (the "Code") has been adopted by Forum Fund
Services, LLC ("FFS") and Forum Investment Advisors, LLC ("FIA" and collectively
with FFS, "Forum"). This Code pertains to Forum's investment advisory and
distribution services to registered management investment companies or series
thereof (each a "Fund"). In addition, this Code applies to employees of Forum's
commonly controlled companies who serve as officers of a Fund. This Code
establishes standards and procedures for the detection and prevention of
activities by which persons having knowledge of the investments and investment
intentions of a Fund may abuse their fiduciary duties to the Fund and addresses
other types of conflict of interest situations. Definitions of underlined terms
are included in Appendix A.
1. POLICY STATEMENT
Forum forbids any Access Person, Investment Personnel or Fund Officer
from engaging in any conduct which is contrary to this Code. In addition, due to
their positions, Forum also forbids any Access Person or Investment Personnel
from engaging in any conduct which is contrary to Forum's Insider Trading Policy
and Related Procedures. In addition, many persons subject to the Code are also
subject to the other restrictions or requirements which affect their ability to
open securities accounts, effect securities transactions, report securities
transactions, maintain information and documents in a confidential manner and
other matters relating to the proper discharge of your obligations to Forum.
These include contractual arrangements with Forum, policies adopted by Forum
concerning confidential information and documents and FFS' Compliance and
Supervisory Procedures Manual.
Forum has always held itself and its employees to the highest ethical
standards. While this Code is only one manifestation of those standards,
compliance with its provisions is essential. Failure to comply with this Code is
a very serious matter and may result in disciplinary action being taken. Such
action can include among other things, monetary fines, disgorgement of profits,
suspension or even termination of employment.
2. WHO IS COVERED BY THIS CODE
(a) All Access Persons and Investment Personnel, in each case only
with respect to those Funds as listed on Appendix B.
(b) Fund Officers, but only with respect to those Funds for which
they serve as Fund Officers as listed in Appendix B.
3. PROHIBITED TRANSACTIONS
(A) PROHIBITION AGAINST FRAUDULENT CONDUCT. It is unlawful for Access
Persons, Investment Personnel and Fund Officers to use any information
concerning a security held or to be acquired by a Fund, or their ability to
influence any investment decisions, for personal gain or in a manner detrimental
to the interests of a Fund. In addition, they shall not, directly or indirectly:
(i) employ any device, scheme or artifice to defraud a Fund or
engage in any manipulative practice with respect to a Fund;
<PAGE>
(ii) make to a Fund, any untrue statement of a material fact or
omit to state to a Fund a material fact necessary in order to
make the statements made, in light of the circumstances under
which they are made, not misleading; or
(iii) engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon a Fund.
(B) BLACKOUT PERIOD. Access Persons and Investment Personnel shall not
purchase or sell a Covered Security in an account over which they have direct or
indirect influence or control on a day during which they know or should have
known a Fund has a pending "buy" or "sell" order in that same security until
that order is executed or withdrawn.
(C) ADDITIONAL INVESTMENT PERSONNEL BLACKOUT PERIOD. No Investment
Personnel shall purchase or sell a Covered Security within five calendar days
before or two calendar days after a Fund for which the Investment Personnel
makes or participates in making a recommendation trades in that security. Any
profits realized on trades within this proscribed period shall be disgorged.
This blackout period does not apply to money market mutual funds which are
advised by FIA.
(D) FUND OFFICER PROHIBITION. No Fund Officer shall directly or
indirectly seek to obtain information (other than that necessary to accomplish
the functions of the office) from any Fund portfolio manager regarding (i) the
status of any pending securities transaction for a Fund or (ii) the merits of
any securities transaction contemplated by the Fund Officer.
(E) BLACKOUT PERIOD EXCLUSIONS AND DEFINITIONS. The following
transactions shall not be prohibited by this Code and are not subject to the
limitations of Sections 3(b) and (c):
(i) purchases or sales over which you have no direct or indirect
influence or control (for this purpose, you are deemed to have
direct or indirect influence or control over the accounts of a
spouse, minor children and relatives residing in your home);
(ii) purchases which are part of an automatic dividend reinvestment
plan;
(iii) purchases or sales which are non-volitional on your part; and
(iv) 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.
Your trading shall be exempt from the limitations of Sections 3(b) and
(c) provided that (i) the market capitalization of a particular security exceeds
$1 billion and (ii) pending orders of FIA do not exceed two percent of the daily
average trading volume of the security for the prior 15 days.
For purposes of Sections 3(b) and (c), and subject to Section 3(g)
below, the (i) common stock and any fixed income security of an issuer shall not
be deemed to be the same security and (ii) non-convertible preferred stock of an
issuer shall be deemed to be the same security as the fixed income securities of
that issuer; and (iii) convertible preferred stock shall be deemed to be the
same security as both the common stock and fixed income securities of that
issuer.
(F) REQUIREMENT FOR PRECLEARANCE. Investment Personnel must obtain
prior written approval from the designated Review Officer before:
(i) directly or indirectly acquiring securities in an initial
public offering for which no public market in the same or
similar securities of the issue has previously existed; and
(ii) directly or indirectly acquiring securities in a private
placement. In determining whether to preclear the transaction,
the Review Officer designated under Section 5 shall consider,
among other factors, whether the investment opportunity should
be reserved for a Fund, and whether such opportunity is being
offered to the Investment Personnel by virtue of their
position with the Fund.
Any Investment Personnel of a Fund who has taken a personal position
through a private placement will be under an affirmative obligation to disclose
that position in writing to the Review Officer if they play a material role in
<PAGE>
the Fund's subsequent investment decision regarding the same issuer; this
separate disclosure must be made even though the Investment Personnel has
previously disclosed the ownership of the privately placed security in
compliance with the preclearance requirements of this section. Once disclosure
is given, an independent review of the Fund's investment decision will be made.
(G) OTHER PROHIBITED TRANSACTIONS. Access Persons, Investment
Personnel and Fund Officers shall not:
(i) induce or cause a Fund to take action or to fail to take
action, for personal benefit rather than for the benefit of
the Fund;
(ii) accept anything other than of de minimis value or any other
preferential treatment from any broker-dealer or other entity
with which a Fund does business;
(iii) establish or maintain an account at a broker-dealer, bank or
other entity through which securities transactions may be
effected without written notice to the designated Review
Officer prior to establishing such an account;
(iv) use knowledge of portfolio transactions of a Fund for your
personal benefit or the personal benefit of others;
(v) violate the anti-fraud provisions of the federal or state
securities laws;
(vi) serve on the boards of directors of publicly traded companies,
absent prior authorization based upon a determination by the
Review Officer that the board service would be consistent with
the interests of the Fund and its shareholders.
(H) UNDUE INFLUENCE. Access Persons, Investment Personnel and Fund
Officers shall not cause or attempt to cause any Fund to purchase, sell or hold
any security in a manner calculated to create any personal benefit to you. You
shall not recommend any securities transactions for a Fund without having
disclosed (through reports in accordance with Section 4, preclearance in
accordance with Section 3(f), or otherwise) your interest, if any, in such
securities or the issuer thereof, including, without limitation, (i) your
beneficial ownership of any securities of such issuer, (ii) any position with
such issuer or its affiliates and (iii) any present or proposed business
relationship between you (or any party in which you have a significant interest)
and such issuer or its affiliates.
(I) CORPORATE OPPORTUNITIES. Access Persons, Investment Personnel and
Fund Officers shall not take personal advantage of any opportunity properly
belonging to a Fund.
(J) CONFIDENTIALITY. Except as required in the normal course of
carrying out their business responsibilities, Access Persons, Investment
Personnel and Fund Officers shall not reveal information relating to the
investment intentions or activities of any Fund, or securities that are being
considered for purchase or sale on behalf of any Fund.
4. REPORTING REQUIREMENTS
(A) REPORTING. Access Persons, Investment Personnel and Fund Officers
must report the information described in this Section with respect to
transactions in any Covered Security in which they have, or by reason of such
transaction acquire, any direct or indirect beneficial ownership. They must
report to the designated Review Officer unless they are otherwise required by a
Fund, pursuant to a Code of Ethics adopted by the Fund, to report to the Fund or
another person.
(B) EXCLUSIONS FROM REPORTING. Purchases or sales in Covered Securities
in an account in which you have no direct or indirect influence or control are
not subject to the reporting requirements of this Section.
(C) INITIAL HOLDING REPORTS. No later than ten (10) days after you
become subject to this Code as set forth in Section 2, you must report the
following information:
(i) the title, number of shares and principal amount of each
Covered Security (whether or not publicly traded) in which you
have any direct or indirect beneficial ownership as of the
date you became subject to this Code;
<PAGE>
(ii) the name of any broker, dealer or bank with whom you
maintained an account in which any securities were held for
your direct or indirect benefit as of the date you became
subject to this Code; and
(iii) the date that the report is submitted.
(D) QUARTERLY TRANSACTION REPORTS. No later than ten (10) days
after the end of a calendar quarter, you must report the following information:
(iii) with respect to any transaction during the quarter in a Covered
Security (whether or not publicly traded) in which you have, or
by reason of such transaction acquired, any direct or indirect
beneficial ownership:
(1) the date of the transaction, the title, the interest rate
and maturity date (if applicable), the number of shares and
the principal amount of each Covered Security involved;
(2) the nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(3) the price of the Covered Security at which the transaction
was effected;
(4) the name of the broker, dealer or bank with or through which
the transaction was effected; and
(5) the date that the report is submitted.
(iv) with respect to any account established by you in which any
Covered Securities (whether or not publicly traded) were held
during the quarter for your direct or indirect benefit:
(1) the name of the broker, dealer or bank with whom you
established the account;
(2) the date the account was established; and
(3) the date that the report is submitted.
(E) ANNUAL HOLDINGS REPORTS. Annually, you must report the
following information (which information must be current as of a date no more
than thirty (30) days before the report is submitted):
(i) the title, number of shares and principal amount of each Covered
Security (whether or not publicly traded) in which you had any
direct or indirect beneficial ownership;
(ii) the name of any broker, dealer or bank with whom you maintain an
account in which any securities are held for your direct or
indirect benefit; and
(iii) the date that the report is submitted.
(F) CERTIFICATION OF COMPLIANCE. You are required to certify annually
(in the form of Attachment A) that you have read and understood the Code and
recognize that you are subject to the Code. Further, you are required to certify
annually that you have complied with all the requirements of the Code and you
have disclosed or reported all personal securities transactions pursuant to the
requirements of the Code.
(G) ALTERNATIVE REPORTING. The submission to the Review Officer of
duplicate broker trade confirmations and statements on all securities
transactions shall satisfy the reporting requirements of Section 4. The annual
holdings report may be satisfied by confirming annually, in writing, the
accuracy of the records maintained by the Review Officer and recording the date
of the confirmation.
(H) REPORT QUALIFICATION. Any report may contain a statement that the
report shall not be construed as an admission by the person making the report
that he or she has any direct or indirect beneficial ownership in the Covered
Securities to which the report relates.
(I) ACCOUNT OPENING PROCEDURES. You shall provide written notice to
the Review Officer prior toopening any account with any entity through which a
Covered Securities transaction may be effected. In addition, you will promptly:
<PAGE>
(i) provide full access to a Fund, its agents and attorneys to any
and all records and documents which a Fund considers relevant
to any securities transactions or other matters subject to the
Code;
(ii) cooperate with a Fund, or its agents and attorneys, in
investigating any securities transactions or other matter
subject to the Code;
(iii) provide a Fund, its agents and attorneys with an explanation
(in writing if requested) of the facts and circumstances
surrounding any securities transaction or other matter subject
to the Code; and
(iv) promptly notify the Review Officer or such other individual as
a Fund may direct, in writing, from time to time, of any
incident of noncompliance with the Code by anyone subject to
this Code.
5. REVIEW OFFICER
(A) DUTIES OF REVIEW OFFICER. The Chief Compliance Officer of
Forum has been appointed by the Director of FIA and FFS as the Review Officer
to:
(i) review all securities transaction and holdings reports and
shall maintain the names of persons responsible for reviewing
these reports;
(ii) identify all persons subject to this Code who are required to
make these reports and promptly inform each person of the
requirements of this Code;
(iii) compare, on a quarterly basis, all Covered Securities
transactions with each Fund's completed portfolio transactions
to determine whether a Code violation may have occurred;
(iv) maintain a signed acknowledgment by each person who is then
subject to this Code, in the form of Attachment A; and
(vii) identify persons who are Investment Personnel of the Fund
and inform those persons of their requirements to obtain
prior written approval from the Review Officer prior to
directly or indirectly acquiring ownership of a security in
any private placement or initial public offering.
(vi) exempt any Fund Officer from provisions of this Code if the
person is subject to similar requirements of a Fund's Code of
Ethics.
(B) POTENTIAL TRADE CONFLICT. When there appears to be a transaction
that conflicts with the Code, the Review Officer shall request a written
explanation of the person's transaction. If after post-trade review, it is
determined that there has been a violation of the Code, a report will be made by
the designated Review Officer with a recommendation of appropriate action to the
Director of FIA and FFS and a Fund's Board of Trustees (or Directors).
(C) REQUIRED RECORDS. The Review Officer shall maintain and cause
to be maintained:
(i) a copy of any code of ethics adopted by Forum which has been
in effect during the previous five (5) years in an easily
accessible place;
(ii) a record of any violation of any code of ethics, and of any
action taken as a result of such violation, in an easily
accessible place for at least five (5) years after the end of
the fiscal year in which the violation occurs;
(iii) a copy of each report made by anyone subject to this Code as
required by Section 4 for at least five (5) years after the
end of the fiscal year in which the report is made, the first
two (2) years in an easily accessible place;
(iv) a list of all persons who are, or within the past five years
have been, required to make reports or who were responsible
for reviewing these reports pursuant to any code of ethics
adopted by Forum, in an easily accessible place;
(v) a copy of each written report and certification required
pursuant to Section 5(e) of this Code for at least five (5)
years after the end of the fiscal year in which it is made,
the first two (2) years in an easily accessible place; and
(vi) a record of any decision, and the reasons supporting the
decision, approving the acquisition by Investment Personnel of
securities under Section 3(f) of this Code, for at least five
(5) years after the end of the fiscal year in which the
approval is granted.
<PAGE>
(D) POST-TRADE REVIEW PROCESS. Following receipt of trade
confirms and statements, transactions will be screened for the following:
(i) same day trades: transactions by Access Persons and
Investment Personnel occurring on the same day as the
purchase or sale of the same security by a Fund for which
they are an Access Person or Investment Personnel.
(ii) portfolio manager trades: transactions by Investment Personnel
within five calendar days before and two calendar days after a
Fund, for which the Investment Personnel makes or participates
in making a recommendation, trades in that security.
(iii) fraudulent conduct: transaction by Access Persons, Investment
Personnel and Fund Officers which, within the most recent 15
days, is or has been held by a Fund or is being or has been
considered by a Fund or FIA for purchase by a Fund.
(iv) other activities: transactions which may give the appearance
that an Access Person, Investment
Personnel or Fund Officer has executed transactions not in
accordance with this Code.
(E) SUBMISSION TO FUND BOARD. The Review Officer shall annually
prepare a written report to the Board of Trustees (or Directors) of a Fund
listed in Appendix B that
(i) describes any issues under this Code or its procedures since
the last report to the Trustees, including, but not limited
to, information about material violations of the code or
procedures and sanctions imposed in response to the material
violations; and
(ii) certifies that the Fund has adopted procedures reasonably
necessary to prevent Access Persons, Investment Personnel and
Fund Officers from violating this code.
<PAGE>
FORUM CODE OF ETHICS
APPENDIX A
DEFINITIONS
(a) Access Person:
(i)(1) of FIA means each director or officer of FIA, any employee or
agent of FIA, or any company in a control relationship to FIA
who, in connection with the person's regular functions or
duties, makes, participates in or obtains information
regarding the purchase or sale of Covered Securities by a Fund
advised by FIA, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and
(i)(2) any natural person in a control relationship to FIA who
obtains information concerning recommendations made to a Fund
by FIA with regard to the purchase or sale of Covered
Securities by the Fund;
(ii) of FFS means each director or officer of FFS who in the
ordinary course of business makes, participates in or obtains
information regarding the purchase or sale of Covered
Securities for a Fund or whose functions or duties as part of
the ordinary course of business relate to the making of any
recommendation to a Fund regarding the purchase or sale of
Covered Securities.
(b) Act means the Investment Company Act of 1940, as amended.
(c) Beneficial Owner shall have the meaning as that set forth in Rule
16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, except that
the determination of direct or indirect beneficial ownership shall apply to all
Covered Securities which an Access Person owns or acquires. A beneficial owner
of a security is any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has or shares a direct or
indirect pecuniary interest (the opportunity, directly or indirectly, to profit
or share in any profit derived from a transaction in the subject securities) in
a security.
Indirect pecuniary interest in a security includes securities held by a
person's immediate family sharing the same household. Immediate family means any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law (including adoptive relationships).
(d) Control means the power to exercise a controlling influence over the
management or policies of a company, unless this power is solely the result of
an official position with the company. Ownership of 25% or more of a company's
outstanding voting securities is presumed to give the holder thereof control
over the company. This presumption may be rebutted by the Review Officer based
upon the facts and circumstances of a given situation.
(e) Covered Security means any security except:
(i) direct obligations of the Government of the United States;
(ii) bankers' acceptances and bank certificates of deposits;
(iii) commercial paper and debt instruments with a maturity at
issuance of less than 366 days and that are rated in one of
the two highest rating categories by a nationally recognized
statistical rating organization;
(iv) repurchase agreements covering any of the foregoing; and
(v) shares of registered open-end investment companies.
(f) Fund Officer means any employee of Forum or of a company commonly controlled
with Forum who is an officer or director/trustee of a Fund.
<PAGE>
(h) Investment Personnel means
(i) any employee of FIA who, in connection with his or her regular
functions or duties, makes or participates in making recommendations
regarding the purchase or sale of securities by a Fund managed by FIA;
and
(ii) any individual who controls FIA or a Fund for which FIA is an
investment adviser and who obtains information concerning
recommendations made to the Fund regarding the purchase or
sale of securities by the Fund.
(i) Purchase or sale includes, among other things, the writing of an option
to purchase or sell.
(j) Security held or to be acquired by the Fund means
(i) any Covered Security which, within the most recent 15 days (x)
is or has been held by the applicable Fund or (y) is being or
has been considered by the applicable Fund or its investment
adviser for purchase by the applicable Fund; and
(ii) and any option to purchase or sell, and any security
convertible into or exchangeable for, a Covered Security.
<PAGE>
FORUM CODE OF ETHICS
APPENDIX B
LIST OF ACCESS PERSONS
(as amended August 28, 2000)
<TABLE>
<S> <C> <C> <C> <C> <C>
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
FIA AP IP AS OF DATE FUND END DATE
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Berthy, Les C. X X September 1, 1989 FF
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Fischer, Anthony R. X X January 1, 1998 CTD
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Goldstein, David I. X June 1, 1997 FF/CTD
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Keffer, John Y. X September 1, 1989 FF/CTD
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Stillings, Dawn Marie X X January 1, 1998 FF/CTD
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Hirsch, Ronald H. X November 1, 1999 FF/CTD
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Olson, Erica B. X X August 28, 2000 FF/CTD
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
FFS AP IP AS OF DATE FUND END DATE
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Goldstein, David I. X September 1, 1991 All
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Keffer, John Y. X June 9, 1986 All
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Hirsch, Ronald H. X November 1, 1999 All
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
FUND OFFICERS AP IP AS OF DATE OFFICER OR TRUSTEE OF END DATE
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Goldstein, David I. October 16, 1992 FF/CTD
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Hirsch, Ronald H. October 28, 1999 SS, TC, CT, ML, FF/CTD
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Keffer, John Y. October 16, 1992 FF/CTD, CT, SS, ML, TC
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Klenk, Leslie K. May 19, 1998 FF/CTD
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Riggle, D. Blaine March 9, 1998 CT, ML, SS, TC
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Sheehan, Thomas G. July 26, 1994 ML
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
Taylor, Dawn January 28, 1999 SS
------------------------------ --------- -------- ----------------------------- ------------------------ --------------------
</TABLE>
AP = Access Person; IP = Investment Personnel
FF = Forum Funds; CTD = Core Trust (Delaware); CT = Cutler Trust; TC = True
Crossing; Memorial = ML; SS = Sound Shore
<PAGE>
FORUM
CODE OF ETHICS
ATTACHMENT A
ACKNOWLEDGMENT
I understand that I am subject to Forum's Code of Ethics. I have read and I
understand the Forum Code of Ethics, as adopted by Forum Investment Advisors,
LLC and Forum Fund Services, LLC as amended January 17, 2000 and will comply
with it in all respects. In addition, I certify that I have complied with the
requirements of the Code of Ethics and I have disclosed or reported all personal
securities transactions required to be disclosed or reported pursuant to the
requirements of the Code.
Signature Date
Printed Name
THIS FORM MUST BE COMPLETED AND RETURNED TO FORUM'S COMPLIANCE DEPARTMENT:
COMPLIANCE MANAGER
FORUM FINANCIAL GROUP
TWO PORTLAND SQUARE
PORTLAND, ME 04101
