Exhibit (p)(1): Code of Ethics for the Gardner Lewis Investment Trust
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AMENDED AND RESTATED
CODE OF ETHICS
Of
GARDNER LEWIS INVESTMENT TRUST
(Adopted as of June 28, 2000)
WHEREAS, Gardner Lewis Investment Trust ("Trust"), is a registered
investment company under the Investment Company Act of 1940, as amended ("1940
Act"), which is authorized to issue its shares of beneficial interest in
separate series representing the interests in separate funds of securities and
other assets (each a "Fund");
WHEREAS, the Trust, as of the date first written above, consists of
three series, the Chesapeake Growth Fund, the Chesapeake Core Growth Fund and
the Chesapeake Aggressive Growth Fund, for which Gardner Lewis Asset Management
("Advisor") serves as the investment adviser;
WHEREAS, Rule 17j-1 under the 1940 Act makes it unlawful for certain
persons, including Trustees, officers, and other investment personnel of the
Trust and any Fund of the Trust, to engage in fraudulent, manipulative, or
deceptive conduct in connection with their personal trading of securities "held
or to be acquired" by any Fund of the Trust;
WHEREAS, Rule 17j-1 under the 1940 Act requires the Trust and the
Advisor to adopt a code of ethics and to establish procedures reasonably
designed to: (i) govern the personal securities activities of Access Persons, as
defined herein; (ii) with respect to those personal securities transactions,
prevent the employment of any device, scheme, artifice, practice, or course of
business that operates or would operate as a fraud or deceit on the Trust or any
Fund; and (iii) otherwise prevent personal trading prohibited by the Rule;
WHEREAS, the policies, restrictions, and procedures included in this
Code of Ethics are designed to prevent violations of Rule 17j-1 under the 1940
Act; and
WHEREAS, the Trust desires to amend its existing Code of Ethics to
reflect recent amendments to Rule 17j-1;
NOW, THEREFORE, the Trust hereby adopts this Amended and Restated Code
of Ethics for ("Code") the Trust and each Fund of the Trust to read in its
entirety as follows:
A. Unlawful Actions
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Rule 17j-1(b) under the 1940 Act makes it unlawful for any Trustee,
officer or other Access Person of the Trust, in connection with the
purchase or sale by such person of a "security held or to be acquired"
by any Fund of the Trust:
1. To employ any device, scheme, or artifice to defraud the Trust
or a Fund;
2. To make to the Trust or a Fund any untrue statement of a
material fact or omit to state to the Trust or 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;
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3. To engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon the Trust
or a Fund; or
4. To engage in any manipulative practice with respect to the
Trust or a Fund.
B. Definitions
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1. "Access Person" shall mean: (a) any trustee, director,
officer, general partner, or advisory person (as defined
below) of the Trust or any Fund of the Trust or the Advisor
thereof; or (b) any director, officer, or general partner of a
principal underwriter for the Trust or any Fund of the Trust
who, in the ordinary course of his or her business, makes,
participates in, or obtains information regarding the purchase
or sale of securities for any Fund of the Trust for which the
principal underwriter so acts or whose functions or duties as
part of the ordinary course of his or her business relate to
the making of any recommendation to any Fund of the Trust
regarding the purchase and sale of securities.
2. An "Advisory Person" shall mean any employee of the Trust or
any Fund of the Trust or of the Advisor (or of any company in
a control relationship thereto) who, in connection with his or
her regular functions or duties, makes, participates in, or
obtains information regarding the purchase or sale of
securities for any Fund of the Trust or whose functions relate
to the making of any recommendations with respect to such
purchases or sales, and any natural person in a control
relationship with the Trust or any Fund of the Trust or the
Advisor who obtains information concerning recommendations
made to any Fund of the Trust regarding the purchase or sale
of Covered Securities by the Fund.
3. "Beneficial Ownership" for the purposes of this Code shall be
interpreted in a manner that is consistent with Section 16 of
the Securities Exchange Act of 1934, as amended ("1934 Act"),
and Rule 16a-1(a)(2) thereunder, which generally speaking,
encompasses those situations in which the beneficial owner has
the right to enjoy some direct or indirect "pecuniary
interest" (i.e., some economic benefit) from the ownership of
a security. Any report of Beneficial Ownership required
thereunder shall not be construed as an admission that the
person making the report has any direct or indirect Beneficial
Ownership in the Covered Securities to which the report
relates.
4. "Code" shall mean the Code of Ethics of the Trust.
5. "Control" shall have the meaning set forth in Section 2(a)(9)
of the 1940 Act.
6. "Covered Security" means a "security" as set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include:
(a) direct obligations of the U.S. Government; (b) bankers'
acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments, including
repurchase agreements; and (c) shares of registered open-end
investment companies.
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7. "Disinterested Trustee" of the Trust means a Trustee who is
not an "interested person" of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act. An "interested person" of
the Trust includes any person who is a trustee, director,
officer, employee, or owner of 5% or more of the outstanding
stock of the Advisor or principal underwriter for any Fund of
the Trust. Affiliates of brokers or dealers are also
"interested persons" of the Trust, except as provided in Rule
2a19-1 under the 1940 Act.
8. "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, as amended ("1933
Act"), the issuer of which, immediately before the
registration, was not subject to the reporting requirements of
Sections 13 or 15(d) of the 1934 Act.
9. "Investment Personnel" of a Fund or the Advisor means: (a) any
employee of the Trust or any Fund or the Advisor (or any
company in a control relationship to the Trust, Fund or the
Advisor) 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 any Fund; or
(b) any natural person who controls the Trust, Fund or the
Advisor and who obtains information concerning recommendations
made to any Fund regarding the purchase or sale of securities
by any Fund.
10. "Limited Offering" means an offering that is exempt from
registration under the 1933 Act pursuant to Section 4(2) or
Section 4(6) or pursuant to Rules 504, 505 or 506 under the
1933 Act.
11. "Purchase or sale of a Covered Security" includes, among other
things, the writing of an option to purchase or sell a Covered
Security.
12. "Review Officer" means, with respect to the Trust, the
Secretary of the Trust or such other person(s) as may be
designated by the Board of Trustees of the Trust. In this
regard, the Advisor and the principal underwriter of the Trust
("Distributor") each shall appoint a compliance officer, which
person shall be designated by the Board of Trustees of the
Trust as a "Review Officer" with respect to the Advisor or the
Distributor, as applicable. The purpose of this arrangement is
for each such compliance officer of the Advisor or Distributor
to monitor compliance with this Code of Ethics with respect to
all Access Persons covered hereunder who are associated with
the Advisor or Distributor, as applicable, including:
approving personal securities transactions and receiving
reports for all Access Persons hereunder who are associated
with the Advisor or Distributor. In turn, the Review Officer
of the Advisor and the Distributor shall report at least
quarterly to the Secretary of the Trust all violations of this
Code, or any other code of ethics to which an Access Person
may be subject and which covers that Access Person's duties
and responsibilities with respect to the Funds ("Related
Code"), that occurred during the past quarter. The Review
Officer of the Trust shall: (a) approve transactions, receive
reports and otherwise monitor compliance with this Code of
Ethics with respect to all Access Persons not otherwise
associated with the Advisor or the Distributor; (b) receive
reports from any other Review Officer designated hereunder;
(c) report at least quarterly to the Board of Trustees of the
Trust all violations of this Code and any Related Code that
occurred during the past calendar quarter; and (d) report at
least annually to the Board of Trustees the information listed
in Section D.7. below.
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13. A Covered Security is for purposes of this Code being "held or
to be acquired" by any Fund if, within the most recent 15
days, the Covered Security: (a) is or has been held by a Fund;
(b) is being held or has been considered by a Fund or the
Advisor for purchase by the Fund; or (c) any option to
purchase or sell, any Covered Security convertible into or
exchangeable for, a Covered Security described in (a) or (b)
of this paragraph.
14. A Covered Security is "being considered for purchase or sale"
when, among other things, a recommendation to purchase or sell
a security for a Fund has been made and communicated and, with
respect to the person making the recommendation, when such
person seriously considers making such a recommendation.
C. Statement of General Principles on Personal Investment Activities
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1. No Violations of Rule 17j-1: It is the policy of the Trust
that no "Access Person" of the Trust or of a Fund shall engage
in any act, practice or course of conduct that would violate
the provisions of Rule 17j-1(b) or this Code.
2. Disclosure of Interested Transactions: No Access Person shall
recommend any transactions with respect to a Covered Security
by any Fund of the Trust without first disclosing his or her
interest, if any, in such Covered Securities or the issuer
thereof, including without limitation:
a. any direct or indirect Beneficial Ownership of any
Covered Securities of such issuer;
b. any contemplated transaction by such Access Person in
such Covered Securities;
c. any position with the issuer of the Covered
Securities or its affiliates; and
d. any present or proposed business relationship between
the issuer of the Covered Securities or its
affiliates and such Access Person or any entity in
which such Access Person has a significant interest.
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3. Initial Public Offerings ("IPOs"): No Investment Personnel
shall acquire, directly or indirectly, any Beneficial
Ownership in any IPO without first obtaining prior approval of
the appropriate Review Officer for that Investment Personnel,
which Review Officer: (a) has been provided by such Investment
Personnel with full details of the proposed transaction
(including written certification that the investment
opportunity did not arise by virtue of the Investment
Personnel's activities on behalf of the Trust or any Fund);
and (b) has concluded, after consultation with other
Investment Personnel of the Trust or the relevant Fund (who
have no personal interest in the issuer involved in the IPO),
that the Trust or the relevant Fund has no foreseeable
interest in purchasing such IPO.
4. Limited Offerings: No Investment Personnel shall acquire,
directly or indirectly, Beneficial Ownership of any Limited
Offering without first obtaining the prior written approval of
the Review Officer for that Investment Personnel, which Review
Officer: (a) has been provided by such Investment Personnel
with full details of the proposed transaction (including
written certification that the investment opportunity did not
arise by virtue of the Investment Personnel's activities on
behalf of the Trust or any Fund); and (b) has concluded, after
consultation with other Investment Personnel of the Trust or
the relevant Fund (who have no personal interest in the issuer
involved in the Limited Offering), that the Trust or the
relevant Fund has no foreseeable interest in purchasing such
Limited Offering.
5. Exempt Transactions: The prohibited activities set forth in
this Section C. shall not apply to:
a. purchases or sales effected in any account over which
such person has no direct or indirect influence or
control;
b. purchases or sales that are nonvolitional on the part
of the person or any Fund of the Trust;
c. purchases that are part of an automatic dividend
reinvestment plan;
d. 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 sales of such rights
so acquired.
D. Procedures
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1. Persons Required to Make Reports. In order to provide the
Trust with information to enable it to determine, with
reasonable assurance, whether the provisions of Rule 17j-1(b)
and this Code are being observed by its Access Persons:
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a. Each Access Person shall submit reports to the
relevant Review Officer for that Access Person, in
the appropriate form attached hereto as Exhibits A-D,
in order to provide information with respect to all
transactions in Covered Securities in which the
Access Person has, or by reason of such transaction
acquires, any direct or indirect Beneficial
Ownership, except for exempt transactions listed
under Section C.5 above. If the Access Person is a
trustee, director, officer, general partner or
Advisory Person of the Advisor, the reports required
under this Code may be submitted in the form required
by the Advisor, provided the report contains the
information required herein.
b No Disinterested Trustee need make a report with
respect to his initial holdings, as required by
Section D.3. below, or an annual report, as required
by Section D.4 below solely by reason of being a
Trustee of the Trust.
c. No Disinterested Trustee need make any quarterly
transaction reports with respect to any Covered
Security, as required by Section D.2. below, unless
the Disinterested Trustee knew at the time of the
transaction, or in the ordinary course of fulfilling
his official duties as a Trustee, should have known,
that during the 15-day period immediately preceding
or following the date of the transaction (or such
period prescribed by applicable law) such Covered
Security was purchased or sold, or was being
considered for purchase or sale, by any Fund.
d. No Access Person to the Advisor need make a quarterly
transaction report to the Advisor under this Code if
all the information in the report would duplicate
information required to be recorded under Rule
204-2(a)(12) or Rule 204-2(a)(13) under the
Investment Advisers Act of 1940.
e. No Access Person need make a quarterly transaction
report under this Code if the quarterly transaction
report would duplicate information contained in
broker trade confirmations or account statements
received by the Trust, any Fund, or the Advisor with
respect to the Access Person in the time period
required by this Code, if all of the information
required by this Code is contained in the broker
trade confirmations or account statements, or in the
records of the Trust, any Fund, or Advisor.
f. No person who is an Access Person by virtue of being
a director, officer or general partner of the
Distributor need make any report or certification
required by this Section D if such Access Person's
report or certification would duplicate information
required to be reported under any Related Code
adopted by the Distributor (such exclusion from the
reporting and certification requirements of this
Code, however, shall not relieve the Distributor's
Review Officer from this Code's requirement to make
certain reports to the Trust's Review Officer).
g. Any Access Person who is an officer, director or
employee or otherwise an affiliated person of the
Advisor shall submit all reports required by this
Code to the Review Officer for that Access Person.
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2. Quarterly Transaction Reports:
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a. Quarterly securities transaction reports shall be
made by every Access Person, other than those
excepted in Section D.1. above, no later than 10 days
after the end of the calendar quarter in which the
securities transaction being reported was effected,
and shall contain the following information:
i. 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;
ii. the nature of the transaction (i.e.,
purchase, sale or any other type of
acquisition or disposition);
iii. the price of the Covered Security at which
the transaction was effected;
iv. the name of the broker, dealer, or bank with
or through whom the transaction was
effected; and
v. the date that the report is submitted by the
Access Person.
b. In lieu of providing such quarterly transaction
reports, an Access Person may arrange for duplicate
confirmations and account statements to be provided
directly to the Review Officer for such Access Person
no later than 10 days after the end of each calendar
quarter.
c. With respect to any account established by the Access
Person in which securities were held during the
quarter for the direct or indirect benefit of the
Access Person, the following information is required
to be provided:
i. the name of the broker, dealer or bank with
whom the Access Person established the
account;
ii. the date the account was established; and
iii. the date the report is submitted by the
Access Person.
3. Initial Holdings Report. Unless otherwise excepted in Section
D.1. above, every Access Person must report to the relevant
Review Officer for that Access Person no later than 10 days
after that person becomes an Access Person, 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;
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b. the name of any broker, dealer or bank with whom the
Access Person maintained an account in which any
Covered Securities were held for the direct or
indirect benefit of the Access Person as of the date
the person became an Access Person; and
c. the date that the report is submitted by the Access
Person.
4. Annual Reports. Unless otherwise excepted under Section D.1.
above, every Access Person must annually report to the Trust,
no later than 30 days after the end of each calendar year, the
following information (which information must be current as of
a date no more than 30 days before the report is submitted):
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;
b. the name of any broker, dealer or bank with whom the
Access Person maintains an account in which any
Covered Securities are held for the direct or
indirect benefit of the Access Person; and
c. the date that the report is submitted by the Access
Person.
5. Certification of Compliance. Each Access Person is required to
annually certify to the Review Officer of the Trust that the
Access Person has read and understands this Code and
recognizes that he is subject to this Code. Further, each
Access Person is required to annually certify that he has
complied with all the requirements of the Code and that he has
disclosed or reported all personal securities transactions
required to be disclosed or reported pursuant to the
requirements of the Code. Such certification shall be in the
form attached hereto as Exhibit E, which shall be delivered
annually to the Trust's Review Officer. This requirement
applies to all Trustees, including the Disinterested Trustees.
6. Disclaimer of Beneficial Ownership. Any report by an Access
Person may contain a statement that it shall not be construed
as an admission by the person making the report that he has
any direct or indirect Beneficial Ownership in the security to
which the report relates.
7. Review by the Board of Trustees. At least quarterly, the
Review Officer shall prepare and provide a written report to
the Board of Trustees with respect to all issues that, under
the Code, have occurred since the last quarterly report to the
Board, including, but not limited to, information about
material violations of the Code or the procedures and
sanctions imposed in response to those material violations. In
addition, at least annually, the Review Officer shall certify
to the Board that the Trust and the Advisor have adopted
procedures reasonably necessary to prevent Access Persons from
violating the Code. With respect to the Advisor, the
certification by the Trust's Review Officer may be based upon
a certification provided to the Trust's Review Officer by the
Review Officer of the Advisor.
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Upon discovery of a violation of this Code, the Board of
Trustees may impose such sanctions, as it deems appropriate.
At least annually, the Review Officer shall prepare and
provide a written report to the Board of Trustees:
a. All existing procedures concerning Access Persons'
personal investing activities and any procedural
changes made during the past year;
b. Any recommended changes to this Code or procedures;
and
c. A summary of any violations that occurred during the
past year requiring significant remedial action.
8. Approval of Codes of Ethics of Any Investment Advisor. The
Board of Trustees, including a majority of the Disinterested
Trustees, must approve (a) the code of ethics of the Advisor
and any new investment adviser or sub-adviser to a Fund and
(b) any material changes to those codes. Prior to approving a
code of ethics for the Advisor or any new investment adviser
or sub-adviser, or any material change thereto, the Board must
receive a certification from such entity that it has adopted
procedures reasonably necessary to prevent Access Persons from
violating its code of ethics. The Board must approve the code
of ethics of the Advisor and any new adviser before initially
retaining the services of such party. The Board must approve a
material change to a code of ethics no later than six (6)
months after adoption of the material change.
9. Notices by Review Officer. The Review Officer shall notify
each Access Person and Investment Personnel who may be
required to preclear transactions and/or make reports pursuant
to the Code that such person is subject to the Code and shall
deliver a copy of this Code to each such person. Any
amendments to the Code shall be similarly furnished to each
such person.
E. Sanctions
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1. Sanctions for Violations by Trustees, Executive Officers, and
Other Access Persons (Other than Disinterested Trustees). If
the Review Officer determines that a violation or apparent
violation of this Code has occurred, he shall so advise the
Board of Trustees of the Trust, and if a violation is
determined to have occured, such person may be subject to
sanctions, including, inter alia, a letter of censure or
suspension or termination of the employment of the violator.
Any financial profits realized by an Access Person or Advisory
Person through any prohibited personal trading activities
described in this Code may be required to be disgorged. All
material violations of the Code and any sanctions imposed as a
result thereto shall be reported at the next regularly
scheduled meeting to the Board of Trustees.
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2. Sanctions for Violations by Disinterested Trustees. If the
Review Officer determines that any Disinterested Trustee, has
violated or apparently violated this Code, he shall so advise
the Chairman of the Trust, the President of the Trust, and
also the Disinterested Trustees (other than the person whose
transaction is at issue) and shall provide such persons with
the report, the record of pertinent actual or contemplated
portfolio transactions of any affected Fund and any additional
information supplied by such person. If a violation is
determined to have occurred, the Disinterested Trustees, at
their option, shall either impose such sanctions as they deem
appropriate or refer the matter to the full Board of Trustees
of the Trust, which shall impose such sanctions as it deems
appropriate.
F. Miscellaneous
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1. Records. The administrator of the Trust shall maintain records
in the manner and to the extent set forth below, which records
may be maintained on microfilm under the conditions described
in Rule 31a-2(f) under the 1940 Act, and shall be available
for examination by representatives of the Securities and
Exchange Commission:
a. a copy of this Code and any other code that is, or at
any time within the past five years has been, in
effect shall be preserved in an easily accessible
place;
b. 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;
c. a copy of each report made pursuant to this Code
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;
d. a list of all persons who are required, or within the
past five years have been required, to make reports
pursuant to this Code shall be maintained in an
easily accessible place;
e. a copy of each report of the Board shall be preserved
by the Trust for at least five years after the end of
the fiscal year in which it is made, the first two
years in an easily accessible place; and
f. the Trust shall preserve a record of any decision,
and the reasons supporting the decision to approve
the acquisition by any Investment Personnel of shares
in any IPO or Limited Offering for at least five
years after the end of the fiscal year in which the
approval is granted, the first two years in an easily
accessible place.
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2. Confidentiality. All reports of securities transactions and
any other information filed pursuant to this Code shall be
treated as confidential, except that the same may be disclosed
to the Board of Trustees of the Trust, to any regulatory or
selfregulatory authority or agency upon its request, or as
required by law or court or administrative order.
3. Amendment; Interpretation of Provisions. The Board of Trustees
of the Trust may from time to time amend this Code or adopt
such interpretations of this Code, as it deems appropriate.
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EXHIBIT A
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CODE OF ETHICS
GARDNER LEWIS INVESTMENT TRUST
Securities Transaction Report
For the Calendar Quarter Ended: ___________________________
(mo./day/yr.)
During the quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such transaction
acquired, direct or indirect Beneficial Ownership, and which are required to be
reported pursuant to the Gardner Lewis Investment Trust's Code of Ethics.
<TABLE>
<S> <C> <C> <C> <C> <C>
Nature of Broker-Dealer
No. of Shares and Transaction or Bank
Price of the Date of the Principal Amount of (Purchase, Sale, Through Whom
Security Transaction Transaction the Security Other) Effected
-------- ----------- ----------- ------------ ------ --------
</TABLE>
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transactions not
required to be reported because such securities are excluded from the definition
of "Covered Security" under the Code of Ethics of the Gardner Lewis Investment
Trust, and (iii) is not an admission that I have or had any direct or indirect
Beneficial Ownership in the securities listed above.
Dated: ____________________________
Signature: ____________________________
<PAGE>
EXHIBIT B
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CODE OF ETHICS
GARDNER LEWIS INVESTMENT TRUST
Initial Holdings Report
As of the below date, I held the following position in these
securities in which I may be deemed to have a direct or indirect Beneficial
Ownership, and which are required to be reported pursuant to the Gardner Lewis
Investment Trust's Code of Ethics:
Broker/Dealer or
No. of Principal Bank Where
Security Shares Amount Account is Held
-------- ------ ------ ---------------
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transactions not
required to be reported because such securities are excluded from the definition
of "Covered Security" under the Code of Ethics of the Gardner Lewis Investment
Trust, and (iii) is not an admission that I have or had any direct or indirect
Beneficial Ownership in the securities listed above.
Date: _______________________ Signature: _________________________
<PAGE>
EXHIBIT C
---------
CODE OF ETHICS
GARDNER LEWIS INVESTMENT TRUST
Account Establishment Report
For the Calendar Quarter Ended _________________________
During the quarter referred to above, the following accounts were
established for securities in which I may be deemed to have a direct or indirect
Beneficial Ownership, and is required to be reported pursuant to the Gardner
Lewis Investment Trust's Code of Ethics:
Broker/Dealer or
Bank Where Date
Account Was Account Was
Established Established
----------- -----------
Date: ____________________________ Signature: _________________________
<PAGE>
EXHIBIT D
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CODE OF ETHICS
GARDNER LEWIS INVESTMENT TRUST
Annual Holdings Report
As of December 31, _____, I held the following positions in securities
in which I may be deemed to have a direct or indirect Beneficial Ownership, and
which are required to be reported pursuant to Gardner Lewis Investment Trust's
Code of Ethics:
Broker/Dealer or
No. of Principal Bank Where
Security Shares Amount Account is Held
-------- ------ ------ ---------------
This report is not an admission that I have or had any direct or
indirect Beneficial Ownership in the securities listed above.
Date: ____________________________ Signature: _________________________
<PAGE>
EXHIBIT E
---------
CODE OF ETHICS
GARDNER LEWIS INVESTMENT TRUST
Annual Certificate Of Compliance
For the Calendar Year Ended _________________________
(mo./day/yr.)
As an Access Person as defined in Gardner Lewis Investment Trust's Code
of Ethics adopted pursuant to Rule 17j-1 under the Investment Company Act of
1940, as amended ("Code"), I hereby certify that I have read and understand the
Code, recognize that I am subject to the Code, and intend to comply with the
Code. I further certify that, during the calendar year specified above, and
since my last Certificate of Compliance under the Code, I have complied with the
requirements of the Code and have disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the requirements
of the Code.
___________________________
Signature
___________________________
Name (Please Print)
<PAGE>
GARDNER LEWIS INVESTMENT TRUST
ADOPTION OF PROCEDURES PURSUANT TO RULE 17j-1 OF
THE INVESTMENT COMPANY ACT OF 1940
Pursuant to Rule 17j-1(c) under the Investment Company Act of 1940, as
amended, Gardner Lewis Asset Management does hereby certify that it has adopted
procedures reasonably necessary to prevent "Access Persons" from violating its
Code of Ethics.
IN WITNESS WHEREOF, of the undersigned Review Officer has executed this
certificate as of __________________, 2000.
___________________________
[Name]
___________________________
[Title]
<PAGE>
Exhibit (p)(2): Code of Ethics for Gardner Lewis Asset Management
--------------
GARDNER LEWIS ASSET MANAGEMENT
INVESTMENT ADVISOR'S CODE OF ETHICS
June 28, 2000
Pursuant to Rule 17j-1 under the Investment Company Act of 1940
("Act"), the following Code of Ethics is adopted by Gardner Lewis Asset
Management, the registered investment adviser to the series of funds offered by
Gardner Lewis Investment Trust (the "Gardner Lewis Funds"). This Code of Ethics
is intended to ensure that all acts, practices and courses of business engaged
in by access persons (as defined) of Gardner Lewis Asset Management reflect high
standards and comply with the requirements of Section 17(j) of the Act and Rule
17j-1 thereunder.
I. Definitions
A. "Access Person" means any director, trustee, officer, general
partner, managing member, or advisory person (as defined) of Gardner Lewis Asset
Management.
B. "Advisory Person" means (1) any employee of Gardner Lewis Asset
Management (or of any company in a control relationship to Gardner Lewis Asset
Management) 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 (as defined in this Code of Ethics) by the Gardner Lewis Funds, or
whose functions relate to the making of any recommendations with respect to such
purchases or sales; and (2) any natural person in a control relationship to
Gardner Lewis Asset Management who obtains information concerning
recommendations made to the Gardner Lewis Funds with regard to the purchase or
sale of a security by the Gardner Lewis Funds.
C. "Beneficial Ownership" shall be interpreted in the same manner as it
would be under Rule 16a-1(a)(2) in determining whether a person subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder.
D. "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Act. Section 2(a)(9) provides that "control" generally 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.
E. A "security held or to be acquired" means: (1) any security which,
within the most recent 15 days: (a) is or has been held by the Gardner Lewis
Funds; or (b) is being considered by Gardner Lewis Asset Management or the
Gardner Lewis Funds for purchase by the Gardner Lewis Funds; and (2) any option
to purchase or sell, and any security convertible onto or exchangeable for, a
security described in clause (1) above.
<PAGE>
F. An "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
Section 13 or 15(d) of the Securities Exchange Act of 1934.
G. "Investment personnel" means: (1) any employee of Gardner Lewis
Asset Management (or any company in a control relationship to Gardner Lewis
Asset Management) 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 the Gardner Lewis Funds; and (2) any natural person who
controls Gardner Lewis Asset Management or the Gardner Lewis Funds and who
obtains information concerning recommendations made to the Gardner Lewis Funds
regarding the purchase or sale of securities by the Gardner Lewis Funds.
H. A "limited offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) or
Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities
Act of 1933.
I. "Portfolio manager" means an employee of Gardner Lewis Asset
Management who is authorized to make investment decisions on behalf of the
Gardner Lewis Funds.
J. "Purchase or sale" for purposes of this Code of Ethics and each
Appendix thereto includes, among other things, the writing of an option to
purchase or sell a security.
K. "Security" shall have the meaning set forth in Section 2(a)(36) of
the Act, except that it shall not include direct obligations of the Government
of the United States, bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt instruments, including
repurchase agreements, and shares of registered open-end investment companies,
or such other securities as may be excepted under the provisions of Rule 17j-1.
II. Legal Requirement
Rule 17j-l under the Investment Company Act of 1940 makes it unlawful
for Gardner Lewis Asset Management, as investment adviser of the Gardner Lewis
Funds, or any affiliated person of Gardner Lewis Asset Management in connection
with the purchase and sale by such person of a security held or to be acquired
by the Gardner Lewis Funds:
A. To employ any device, scheme or artifice to defraud the Gardner
Lewis Funds;
B. To make to the Gardner Lewis Funds any untrue statement of a
material fact or omit to state to the Gardner Lewis Funds a material fact
necessary in order to make the statements made, in light of the circumstances
under which they are made, not misleading;
C. To engage in any act, practice, or course of business which operates
or would operate as a fraud or deceit upon the Gardner Lewis Funds; or
D. To engage in any manipulative practice with respect to the Gardner
Lewis Funds.
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<PAGE>
To assure compliance with these restrictions, Gardner Lewis Asset
Management adopts and agrees to be governed by the provisions contained in this
Code of Ethics.
III. General Principles
Gardner Lewis Asset Management and each of its access persons shall be
governed by the following principles:
A. No access person shall engage in any act, practice or course of
conduct that would violate the provisions of Rule 17j-l set forth above;
B. The interests of the Gardner Lewis Funds and its shareholders are
paramount and come before the interests of any access person or employee;
C. Personal investing activities of all access persons shall be
conducted in a manner that shall avoid actual or potential conflicts of interest
with the Gardner Lewis Funds and its shareholders; and
D. Access persons shall not use such positions, or any investment
opportunities presented by virtue of such positions, to the detriment of the
Gardner Lewis Funds and its shareholders.
IV. Substantive Restrictions
A. Inappropriate Advantage. The price paid or received by the Gardner
Lewis Funds for any investment should not be affected by a buying or selling
interest on the part of an access person, or otherwise result in an
inappropriate advantage to the access person.
B. Initial Public Offerings and Limited Offerings.
(1) No investment personnel may acquire any direct or indirect
beneficial ownership in any securities in an initial public offering or in a
limited offering unless the Compliance Officer of Gardner Lewis Asset Management
has authorized the transaction in advance.
(2) Investment personnel who have been authorized to acquire
securities in a limited offering must disclose his or her interest if he or she
is involved in the Gardner Lewis Funds' consideration of an investment in such
issuer. Any decision to acquire such issuer's securities on behalf of the
Gardner Lewis Funds shall be subject to review by investment personnel with no
personal interest in the issuer.
C. Acceptance of Gifts. Investment personnel must not accept gifts in
excess of limits contained in the Conduct Rules of the National Association of
Securities Dealers, Inc. from any entity doing business with or on behalf of
Gardner Lewis Asset Management or the Gardner Lewis Funds.
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<PAGE>
D. Service on Boards. Investment personnel shall not serve on the
boards of directors of publicly traded companies, or in any similar capacity,
absent the prior approval of such service by the Compliance Officer following
the receipt of a written request for such approval. In the event such a request
is approved, procedures shall be developed to avoid potential conflicts of
interest.
E. Disgorgement. Any profits derived from securities transactions in
violation of paragraphs IV.A-IV.B, above, shall be forfeited and paid to the
Gardner Lewis Funds for the benefit of its or their shareholders. Gifts accepted
in violation of paragraph IV.C shall be forfeited, if practicable, and/or dealt
with in any manner determined appropriate and in the best interests of the
Gardner Lewis Funds and its shareholders.
F. Exemptions. The restrictions of this Section IV shall not apply to
the following transactions unless the Compliance Officer determines that such
transactions violate the provisions of Section III of this Code of Ethics:
(1) Reinvestments of dividends pursuant to a plan;
(2) Transactions in instruments which are excepted from the
definition of security in this Code of Ethics.
(3) Transactions in which direct or indirect beneficial
ownership is not acquired or disposed of;
(4) Transactions in accounts as to which an access person has
no investment control; and,
(5) Transactions that are non-volitional on the part of the
access person.
V. Procedures
A. Reporting. In order to provide Gardner Lewis Asset Management with
information to enable it to determine with reasonable assurance whether the
provisions of Rule 17j-1 are being observed by its access persons, each access
person of Gardner Lewis Asset Management shall submit the following reports in
the forms attached hereto as Exhibits A-D to Gardner Lewis Asset Management's
Compliance Officer (or his or her delegate) showing all transactions in
securities in which the person has, or by reason of such transaction acquires,
any direct or indirect beneficial ownership:
(1) Initial Holding Report. Exhibit A shall initially be filed
no later than 10 days after that person becomes an access person.
(2) Quarterly Reports. Exhibits B and C shall be filed no
later than 10 days after the end of each calendar quarter, but transactions over
which such person had no direct or indirect influence or control need not be
reported. No such periodic report needs to be made if the report would duplicate
information required to be recorded under Rule 204-2(a)(12) or Rule 204-2(a)(13)
under the Investment Advisers Act of 1940, or information contained in broker
trade confirmations or account statements received by Gardner Lewis Asset
Management no later than 10 days after the end of each calendar quarter and/or
information contained in Gardner Lewis Asset Management's records.
(3) Annual Report. Exhibit D must be submitted by each access
person within 30 days after the end of each calendar year.
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<PAGE>
B. Duplicate Copies. Each access person, with respect to each brokerage
account in which such access person has any beneficial interest shall arrange
that the broker shall mail directly to the Compliance Officer at the same time
they are mailed or furnished to such access person (a) duplicate copies of the
broker's trade confirmation covering each transaction in securities in such
account and (b) copies of periodic statements with respect to the account.
C. Notification; Annual Certification. The Compliance Officer (or his
or her delegate) shall notify each access person of Gardner Lewis Asset
Management who may be required to make reports pursuant to this Code of Ethics,
that such person is subject to reporting requirements and shall deliver a copy
of this Code of Ethics to each such person. The Compliance Officer shall
annually obtain written assurances in the form attached hereto from each access
person that he or she is aware of his or her obligations under this Code of
Ethics and has complied with the Code of Ethics and with its reporting
requirements.
VI. Review and Enforcement
A. Review.
(1) The Compliance Officer (or his or her delegate) shall from
time to time review the reported personal securities transactions of access
persons for compliance with the requirements of this Code of Ethics.
(2) If the Compliance Officer (or his or her delegate)
determines that a violation of this Code of Ethics may have occurred, before
making a final determination that a material violation has been committed by an
individual, the Compliance Officer (or his or her delegate) may give such person
an opportunity to supply additional information regarding the matter in
question.
B. Enforcement.
(1) If the Compliance Officer (or his or her delegate)
determines that a material violation of this Code of Ethics has occurred, he or
she shall promptly report the violation to the Trustees of the Gardner Lewis
Funds. The Trustees, with the exception of any person whose transaction is under
consideration, shall take actions as they consider appropriate, including
imposition of any sanctions they consider appropriate.
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<PAGE>
(2) No person shall participate in a determination of whether
he or she has committed a violation of this Code of Ethics or in the imposition
of any sanction against himself or herself.
C. Reporting to Board. No less frequently than annually, Gardner Lewis
Asset Management shall furnish to the Gardner Lewis Funds' Board of Trustees,
and the Board must consider, a written report that:
(1) Describes any issues arising under the Code of Ethics or
procedures since the last report to the Board of Trustees, including, but not
limited to, information about material violations of the Code of Ethics or
procedures and sanctions imposed in response to the material violations; and
(2) Certifies that Gardner Lewis Asset Management has adopted
procedures reasonably necessary to prevent access persons from violating this
Code of Ethics.
VII. Records
Gardner Lewis Asset Management shall maintain records in the manner and
to the extent set forth below, which records shall be available for appropriate
examination by representatives of the Securities and Exchange Commission.
A. A copy of this Code of Ethics and any other code of ethics which is,
or at any time within the past five years has been, in effect shall be preserved
in an easily accessible place;
B. A record of any violation of this Code of Ethics 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;
C. A copy of each report made pursuant to this Code of Ethics by an
access person, including any information provided in lieu of reports, shall be
preserved by Gardner Lewis Asset Management 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;
D. A list of all persons who are, or within the past five years have
been, required to make reports pursuant to this Code of Ethics, or who are or
were responsible for reviewing these reports, shall be maintained in an easily
accessible place;
E. A copy of each report to the Board shall be preserved by Gardner
Lewis Asset Management for at least five years after the end of the fiscal year
in which it is made, the first two years in an easily accessible place; and
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<PAGE>
F. Gardner Lewis Asset Management shall preserve a record of any
decision, and the reasons supporting the decision, to approve the acquisition by
investment personnel of securities under Section IV.B of this Code of Ethics for
at least five years after the end of the fiscal year in which the approval is
granted, the first two years in an easily accessible place.
VIII. Confidentiality
All reports of securities transactions and any other information filed
with Gardner Lewis Asset Management pursuant to this Code of Ethics, shall be
treated as confidential, except as regards appropriate examinations by
representatives of the Securities and Exchange Commission
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<PAGE>
ANNUAL CERTIFICATION OF
Gardner Lewis Asset Management
The undersigned hereby certifies on behalf of Gardner Lewis Asset
Management to the Board of Trustees of Gardner Lewis Investment Trust pursuant
to Rule 17j-1(c)(2)(B) under the Investment Company Act of 1940, and pursuant to
Section VI.C(2) of Gardner Lewis Asset Management's Code of Ethics, that Gardner
Lewis Asset Management has adopted procedures that are reasonably necessary to
prevent access persons from violating the Code of Ethics.
Date: ______________________ ______________________________
Compliance Officer
<PAGE>
ANNUAL CERTIFICATE OF COMPLIANCE
_____________________________
Name (please print)
This is to certify that the attached Code of Ethics was distributed to
me on __________, 2000. I have read and understand the Code of Ethics, and I
understand my obligations thereunder. I certify that I have complied with the
Code of Ethics during the course of my association with Gardner Lewis Asset
Management, and that I will continue to do so in the future. Moreover, I agree
to promptly report to the Compliance Officer any violation or possible violation
of the Code of Ethics of which I become aware.
I understand that violation of the Code of Ethics will be grounds for
disciplinary action or dismissal and may also be a violation of federal and/or
state securities laws.
____________________________
Signature
____________________________
Date
<PAGE>
EXHIBIT A
---------
Gardner Lewis Asset Management
Initial Holdings Report
To the Compliance Officer:
As of the below date, I held the following position in these securities
in which I may be deemed to have a direct or indirect Beneficial Ownership, and
which are required to be reported pursuant to Gardner Lewis Asset Management's
Code of Ethics:
Broker/Dealer or
No. of Principal Bank Where
Security Shares Amount Account is Held
-------- ------ ------ ---------------
This report (i) excludes holdings with respect to which I had no direct
or indirect influence or control, and (ii) is not an admission that I have or
had any direct or indirect Beneficial Ownership in the securities listed above.
Date: ____________________________ Signature: _________________________
<PAGE>
EXHIBIT B
Gardner Lewis Asset Management
Securities Transaction Report
For the Calendar Quarter Ended _________________
To the Compliance Officer:
During the quarter referred to above, the following transactions were
effected in securities in which I may be deemed to have had, or by reason of
such transaction acquired, direct or indirect Beneficial Ownership, and which
are required to be reported pursuant to Gardner Lewis Asset Management's Code of
Ethics:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Broker/
Security (including Nature of Dealer or
interest Principal Transaction Bank Through
and maturity Date of No. of Amount of (Purchase, Whom
date, if any) Transaction Shares Transaction Sale, Other) Price Effected
------------- ----------- ------ ----------- ------------ ----- --------
</TABLE>
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, and (ii) is not an admission that I
have or had any direct or indirect Beneficial Ownership in the securities listed
above.
Date: ____________________________ Signature: _________________________
<PAGE>
EXHIBIT C
---------
Gardner Lewis Asset Management
Account Establishment Report
For the Calendar Quarter Ended _________________
To the Compliance Officer:
During the quarter referred to above, the following accounts were
established for securities in which I may be deemed to have a direct or indirect
Beneficial Ownership, and is required to be reported pursuant to Gardner Lewis
Asset Management's Code of Ethics:
Broker/Dealer or
Bank Where Date
Account Was Account Was
Established Established
----------- -----------
Date: ____________________________ Signature: _________________________
<PAGE>
EXHIBIT D
---------
Gardner Lewis Asset Management
Annual Holdings Report
To the Compliance Officer:
As of December 31, ______, I held the following positions in securities
in which I may be deemed to have a direct or indirect Beneficial Ownership, and
which are required to be reported pursuant to Gardner Lewis Asset Management's
Code of Ethics:
Broker/Dealer or
No. of Principal Bank Where
Security Shares Amount Account is Held
-------- ------ ------ ---------------
This report is not an admission that I have or had any direct or
indirect Beneficial Ownership in the securities listed above.
Date: ____________________________ Signature: _________________________
