EX-99.23.p
CODE OF ETHICS
ANALYSTS INVESTMENT TRUST
AND EQUITY ANALYSTS, INC.
(ADOPTED SEPTEMBER 22, 2000)
I. STATEMENT OF GENERAL PRINCIPLES
This Code of Ethics has been adopted by Analysts Investment Trust (the
"Trust") and its adviser, Equity Analysts, Inc. (the "Adviser"), for the purpose
of instructing all employees, officers, directors and trustees of the Trust
and/or the Adviser in their ethical obligations and to provide rules for their
personal securities transactions. All such employees, officers, directors and
trustees owe a fiduciary duty to the Trust and its shareholders. A fiduciary
duty means a duty of loyalty, fairness and good faith towards the Trust and its
shareholders, and the obligation to adhere not only to the specific provisions
of this Code but to the general principles that guide the Code. These general
principles are:
-- The duty at all times to place the interests of the Trust and its
shareholders first;
-- The requirement that all personal securities transactions be
conducted in a manner consistent with the Code of Ethics and in such a manner as
to avoid any actual or potential conflict of interest or any abuse of any
individual's position of trust and responsibility; and
-- The fundamental standard that such employees, officers, directors
and trustees should not take inappropriate advantage of their positions, or of
their relationship with the Trust or its shareholders.
It is imperative that the personal trading activities of the employees,
officers, directors and trustees of the Trust and the Adviser, respectively, be
conducted with the highest regard for these general principles in order to avoid
any possible conflict of interest, any appearance of a conflict, or activities
that could lead to disciplinary action. This includes executing transactions
through or for the benefit of a third party when the transaction is not in
keeping with the general principles of this Code.
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All personal securities transactions must also comply with the
Adviser's Insider Trading Policy and Procedures and the Securities & Exchange
Commission's Rule 17j-1. Under this rule, no Employee may:
-- Employ any device, scheme or artifice to defraud the Trust or any of
its shareholders;
-- Make to the Trust or any of its shareholders any untrue statement of
a material fact or omit to state to such client a material fact necessary in
order to make the statements made, in light of the circumstances under which
they are made, not misleading;
-- Engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon the Trust or any of its shareholders; or
-- Engage in any manipulative practice with respect to the Trust or any
of its shareholders.
II. Definitions
A. ADVISORY EMPLOYEES: Employees who in connection with their regular
duties, participate in or make recommendations with respect to the purchase or
sale of securities; and any natural person who controls a Fund or the Adviser
and who obtains information concerning recommendations made to the Fund
regarding the purchase or sale of securities by the Fund.
B. BENEFICIAL INTEREST: ownership or any benefits of ownership,
including the opportunity to directly or indirectly profit or otherwise obtain
financial benefits from any interest in a security.
C. COMPLIANCE OFFICER: David Lee Manzler, Jr., or in the case of
compliance procedures related to David Lee Manzler, Jr., or in his absence, the
Compliance Officer shall be Craig Hunt
D. DISINTERESTED TRUSTEES: trustees whose affiliation with the Trust is
solely by reason of being a trustee of the Trust.
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E. EMPLOYEE ACCOUNT: each account in which an Employee or a member of
his or her family has any direct or indirect Beneficial Interest or over which
such person exercises control or influence, including, but not limited to, any
joint account, partnership, corporation, trust or estate. An Employee's family
members include the Employee's spouse, minor children, any person living in the
home of the Employee and any relative of the Employee (including in-laws) to
whose support an Employee directly or indirectly contributes.
F. EMPLOYEES: the employees, officers, and trustees of the Trust and
the employees, officers and directors of the Adviser.
G. EXEMPT TRANSACTIONS: transactions which are 1) effected in an amount
or in a manner over which the Employee has no direct or indirect influence or
control, 2) pursuant to a systematic dividend reinvestment plan, systematic cash
purchase plan or systematic withdrawal plan, 3) in connection with the exercise
or sale of rights to purchase additional securities from an issuer and granted
by such issuer pro-rata to all holders of a class of its securities, 4) in
connection with the call by the issuer of a preferred stock or bond, 5) pursuant
to the exercise by a second party of a put or call option, 6) closing
transactions no more than five business days prior to the expiration of a
related put or call option, or 7) involving a security of a company with a
market capitalization in excess of $1 billion.
H. FUNDS: any series of the Trust.
I. RELATED SECURITIES: securities issued by the same issuer or issuer
under common control, or when either security gives the holder any contractual
rights with respect to the other security, including options, warrants or other
convertible securities.
J. SECURITIES: any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral-trust certificate, pre-organization
certificate or subscription, transferable share, investment contract,
voting-trust certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas or other mineral rights, or, in general, any
interest or instrument commonly known as a "security," or any certificate or
interest or participation in temporary or interim certificate for, receipt for,
guarantee of, or warrant or right to subscribe to or purchase (including
options) any of the foregoing; except for the following: 1) securities issued by
the government of the United States, 2) bankers' acceptances, 3) bank
certificates of deposit, 4) commercial paper, and 5) shares of registered
open-end investment companies.
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K. SECURITIES TRANSACTION: the purchase or sale, or any action to
accomplish the purchase or sale, of a Security for an Employee Account.
III.PERSONAL INVESTMENT GUIDELINES
A. PERSONAL ACCOUNTS
1. The Personal Investment Guidelines in this Section III do not apply
to Exempt Transactions. Employees must remember that regardless of the
transaction's status as exempt or not exempt, the Employee's fiduciary
obligations remain unchanged.
2. No Employee may execute a Securities Transaction if, to the
Employee's knowledge, the same Security or a Related Security is actively being
considered for purchase or sale by a Fund.
3. While trustees of the Trust are subject at all times to the
fiduciary obligations described in this Code, the Personal Investment Guidelines
and Compliance Procedures in Sections III and IV of this Code apply to
Disinterested Trustees only if the trustee knew, or in the ordinary course of
fulfilling the duties of that position, should have known, that during the
fifteen days immediately preceding or after the date of the trustee's
transaction that the same Security or a Related Security was or was to be
purchased or sold for a Fund or that such purchase or sale for a Fund was being
considered, in which case such Sections apply only to such transaction.
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4. Advisory Employees may not execute a Securities Transaction on a day
during which a purchase or sell order in that same Security or a Related
Security is pending for a Fund unless (i) the transaction is executed along with
a Fund's transaction (a "Block Trade"), (ii) the Advisory Employee sells the
Security or Related Security after the Fund sells the Security, or (iii) the
Advisory Employee buys the Security or Related Security after the Fund buys the
Security.
a) Securities Transactions executed in violation of this prohibition
shall be unwound or, if not possible or practical, the Advisory Employee must
disgorge to the Fund the value received by the Advisory Employee due to any
favorable price differential received by the Advisory Employee. For example, if
the Advisory Employee buys 100 shares at $10 per share, and the Fund buys 1000
shares at $11 per share, the Advisory Employee will pay $100 (100 shares x $1
differential) to the Fund.
b) If a Block Trade is partially filled, the Block Trade must be
allocated on an equitable basis so that no participant receives preferential
treatment and all participants share transaction costs on a pro rata basis. The
basis for such allocation must be established prior to the entering of the order
for the Block Trade.
5. Advisory Employees are prohibited from acquiring any security in a
private placement or initial public offering without the prior written
authorization of the Compliance Officer. In determining whether to authorize
such an acquisition, the Compliance Officer will take into account, among other
factors, whether the investment opportunity should be reserved for a Fund, and
whether the opportunity is being offered to the Advisory Employee by virtue of
the Advisory Employee's position with the Trust or the Adviser. If the
acquisition is authorized, the Compliance Officer shall retain a record of the
authorization and the rationale supporting the authorization. Advisory Employees
who have been authorized to acquire securities in a private placement or initial
public offering will, in connection therewith, be required to disclose that
investment if and when the Advisory Employee takes part in any subsequent
investment in the same issuer. In such circumstances, the determination to
purchase Securities of that issuer on behalf of a Fund will be subject to an
independent review by personnel of the Adviser with no personal interest in the
issuer.
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B. Other Restrictions
1. Employees are prohibited from serving on the boards of directors of
publicly traded companies, absent prior authorization by the Compliance Officer.
The consideration of prior authorization will be based upon a determination that
the board service will be consistent with the interests of the Trust and the
Funds' shareholders. In the event that board service is authorized, Employees
serving as directors will be isolated from other Employees making investment
decisions with respect to the securities of the company in question.
2. No Employee may accept from a customer or vendor an amount in excess
of $100 per year in the form of gifts or gratuities, or as compensation for
services. If there is a question regarding receipt of a gift, gratuity or
compensation, it is to be reviewed by the Compliance Officer.
IV. COMPLIANCE PROCEDURES
A. Employee Disclosure and Certification
1. Within ten (10) days of commencement of employment with the Trust or
the Adviser, each Employee must certify that he or she has read and understands
this Code and recognizes that he or she is subject to it, and must disclose the
following information as of the date the person became an Employee: a) the
title, number of shares and principal amount of each Security in which the
Employee has a Beneficial Interest when the person became an Employee, b) the
name of any broker/dealer with whom the Employee maintained an account when the
person became an Employee, and c) the date the report is submitted.
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2. Annually, each Employee must certify that he or she has read and
understands this Code and recognizes that he or she is subject to it, that he or
she has complied with the requirements of this Code and has disclosed or
reported all personal Securities Transactions required to be disclosed or
reported pursuant to the requirements of this Code. In addition, each Employee
shall annually provide the following information (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 Security in which the Employee had any Beneficial
Interest, b) the name of any broker, dealer or bank with whom the Employee
maintains an account in which any Securities are held for the direct or indirect
benefit of the Employee, and 3) the date the report is submitted.
B. Compliance
1. The Compliance Officer shall institute procedures to review the
reports required by this Section IV. The Compliance Officer shall identify all
Employees and Advisory Employees, inform those persons of their reporting
obligations, and maintain a record of all current and former Employees and
Advisory Employees.
2. All Employees must direct their broker, dealer or bank to send
duplicate copies of all confirmations and periodic account statements directly
to the Compliance Officer. Each Employee must report, no later than ten (10)
days after the close of each calendar quarter, on the Securities Transaction
Report form provided by the Trust or the Adviser, all transactions in which the
Employee acquired any direct or indirect Beneficial Interest in a Security,
including Exempt Transactions, and certify that he or she has reported all
transactions required to be disclosed pursuant to the requirements of this Code.
The Securities Transaction Report shall also identify any trading account
established by the Employee during the quarter with a broker, dealer or bank.
3. On a quarterly basis the Compliance Officer will review
confirmations, periodic account statements and quarterly reports to determine,
among other things, whether the transactions violated this Code. The Employee's
annual disclosure of Securities holdings will be reviewed by the Compliance
Officer for compliance with this Code, including transactions that reveal a
pattern of trading inconsistent with this Code.
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4. If an Employee violates this Code, the Compliance Officer will
report the violation to management personnel of the Trust and the Adviser for
appropriate remedial action which, in addition to the actions specifically
delineated in other sections of this Code, may include a reprimand of the
Employee, or suspension or termination of the Employee's relationship with the
Trust and/or the Adviser.
5. The management personnel of the Trust and the Adviser will prepare
an annual report to the Trust's Board of Trustees that summarizes existing
procedures and any changes in the procedures made during the past year and
certify to the Trust's Board of Trustees that the Trust and the Adviser have
each adopted procedures reasonably necessary to prevent Employees from violating
this Code. The report will describe any issues existing under this Code since
the last report, including without limitation, information about any material
violations of this Code, any significant remedial action during the past year
and any recommended procedural or substantive changes to this Code based on
management's experience under this Code, evolving industry practices or legal
developments.
