ALPHA SELECT FUNDS
CODE OF ETHICS
Adopted Under Rule 17j-1
While affirming its confidence in the integrity and good faith of all of
its officers and trustees, Alpha Select Funds (the "Trust"), recognizes that the
knowledge of present or future portfolio transactions and, in certain instances,
the power to influence portfolio transactions which may be possessed by certain
of its officers, employees and trustees could place such individuals, if they
engage in personal transactions in securities which are eligible for investment
by the Trust, in a position where their personal interest may conflict with that
of the Trust.
In view of the foregoing and of the provisions of Rule 17j-1(b)(1) under
the Investment Company Act of 1940 (the "1940 Act"), the Trust has determined to
adopt this Code of Ethics to specify and prohibit certain types of transactions
deemed to create conflicts of interest (or at least the potential for or the
appearance of such a conflict), and to establish reporting requirements and
enforcement procedures.
I. Statement of General Principles.
In recognition of the trust and confidence placed in the Trust by its
shareholders, and to give effect to the Trust's belief that its operations
should be directed to the benefit of its shareholders, the Trust hereby adopts
the following general principles to guide the actions of its trustees, officers
and employees.
(1) The interests of the Trust's shareholders are paramount, and all of
the Trust's personnel must conduct themselves and their operations to
give maximum effect to this tenet by assiduously placing the interests
of the shareholders before their own.
(2) All personal transactions in securities by the Trust's personnel must
be accomplished so as to avoid even the appearance of a conflict of
interest on the part of such personnel with the interests of the Trust
and its shareholders.
(3) All of the Trust's personnel must avoid actions or activities that
allow (or appear to allow) a person to profit or benefit from his or
her position with respect to the Trust, or that otherwise bring into
question the person's independence or judgment.
II. Definitions.
(1) "Access Person" shall mean (i) each trustee or officer of the Trust,
(ii) each employee of the Trust (or of any company in a control
relationship to the Trust) who, in connection with his or her regular
functions or duties, makes,
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participates in, or obtains information regarding the purchase or sale
of a security by the Trust or any series thereof (each a "Fund"), or
whose functions relate to the making of any recommendations with
respect to such purchases or sales, and (iii) any natural person in a
control relationship to the Trust who obtains information concerning
recommendations made to or by the Trust with respect to the purchase
or sale of a security by any Fund, or whose functions relate to the
making of any recommendations with respect to such purchases or sales;
(iv) each director, officer or general partner of any principal
underwriter for the Trust, but only where such person in the ordinary
course either makes, participates in, or obtains information regarding
the purchase or sale of securities by the Fund(s), or whose functions
relate to the making of recommendations regarding securities to the
Fund(s); and (v) any natural person in a control relationship with a
Fund or any of the Funds' advisers or sub-advisers who obtain
information concerning recommendations made to the Funds with regard
to the purchase or sale of a security.
(2) "Beneficial ownership" of a security is to be determined in the same
manner as it is for purposes of Section 16 of the Securities Exchange
Act of 1934. This means that a person should generally consider
himself the beneficial owner of any securities in which he has a
direct or indirect pecuniary interest. In addition, a person should
consider himself the beneficial owner of securities held by his
spouse, his minor children, a relative who shares his home, or other
persons by reason of any contract, arrangement, understanding or
relationship that provides him with sole or shared voting or
investment power.
(3) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the 1940 Act. Section 2(a)(9) provides that "control" means
the power to exercise a controlling influence over the management or
policies of a company, unless such power is solely the result of an
official position with such company. Ownership of 25% or more of a
company's outstanding voting security is presumed to give the holder
thereof control over the company. Such presumption may be countered by
the facts and circumstances of a given situation.
(4) "Independent Trustee" means a Trustee of the Trust who is not an
"interested person" of the Trust within the meaning of Section
2(a)(19) of the 1940 Act.
(5) "Initial Public Offering" ("IPO") means an offering of Securities
registered under the Securities Act of 1933, the issuer of which,
immediately before registration, was not subject to the reporting
requirements of Section 13 or Section 15(d) of the Securities Exchange
Act of 1934.
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(6) "Private Placement" means an offering that is exempt from registration
under the Securities Act of 1933 pursuant to Section 4(2) or Section
4(6) in the Securities Act of 1933.
(7) "Special Purpose Investment Personnel" means each Access Person who,
in connection with his or her regular functions (including, where
appropriate, attendance at Board meetings and other meetings at which
the official business of the Trust or any Fund thereof is discussed or
carried on), obtains contemporaneous information regarding the
purchase or sale of a security by a Fund. Special Purpose Investment
Personnel shall occupy this status only with respect to those
securities as to which he or she obtains such contemporaneous
information.
(8) "Purchase or sale of a security" includes, among other things, the
writing of an option to purchase or sell a security.
(9) "Security" shall have the same meaning as that set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include securities
issued by the Government of the United States or an agency thereof,
bankers' acceptances, bank certificates of deposit, commercial paper
and registered, open-end mutual funds and high quality short-term debt
instruments, including repurchase agreements.
(10) A Security "held or to be acquired" by the Trust or any Fund means (A)
any Security which, within the most recent fifteen days, (i) is or has
been held by the Trust or any Fund thereof, or (ii) is being or has
been considered by a Fund's investment adviser for purchase by the
Fund; and (B) any option to purchase or sell and any Security
convertible into or exchangeable for any Security described in (A)
above.
(11) A Security is "being purchased or sold" by the Trust from the time
when a purchase or sale program has been communicated to the person
who places the buy and sell orders for the Trust until the time when
such program has been fully completed or terminated.
III. Prohibited Purchases and Sales of Securities.
(1) No Access Person shall, in connection with the purchase or sale,
directly or indirectly, by such person of a Security held or to be
acquired by any Fund of the Trust:
(A) employ any device, scheme or artifice to defraud such Fund;
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(B) make to such Fund any untrue statement of a material fact or omit
to state to such Fund a material fact necessary in order to make
the statements made, in light of the circumstances under which
they are made, not misleading;
(C) engage in any act, practice or course of business which would
operate as a fraud or deceit upon such Fund; or
(D) engage in any manipulative practice with respect to Fund.
(2) No Special Purpose Investment Personnel may purchase or sell, directly
or indirectly, any Security as to which such person is a Special
Purpose Investment Personnel in which he had (or by reason of such
transaction acquires) any Beneficial Ownership at any time within 7
calendar days before or after the time that the same (or a related)
Security is being purchased or sold by any Fund.
(3) No Special Purpose Investment Personnel may sell a Security as which
he or she is a Special Purpose Investment Personnel within 60 days of
acquiring beneficial ownership of that Security.
IV. Additional Restrictions and Requirements
(1) Pre-approval of IPOs and Private Placements - Each Access Person must
obtain approval from the Review Officer before acquiring beneficial
ownership of any securities offered in connection with an IPO or a
Private Placement.
(2) No Access Person shall accept or receive any gift of more than de
minimis value from any person or entity that does business with or on
behalf of the Trust.
(3) Each Access Person (other than the Trust's Independent Trustees and
its Trustees and officers who are not currently affiliated with or
employed by the Trust's investment adviser or principal underwriter)
who is not required to provide such information under the terms of a
code of ethics described in Section VII hereof must provide to the
Review Officer a complete listing of all securities owned by such
person as of the end of a calendar quarter. The initial listing must
be submitted no later than January 31, 2001 (or within 10 days of the
date upon which such person first becomes an Access Person of the
Trust), and each update thereafter must be provided no later than 30
days after the start of the subsequent year.
V. Reporting Obligations.
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(1) Each Access Person (other than the Trust's Independent Trustees) shall
report all transactions in Securities in which the person has, or by
reason of such transaction acquires, any direct or indirect beneficial
ownership. Reports shall be filed with the Review Officer quarterly.
The Review Officer shall submit confidential quarterly reports with
respect to his or her own personal securities transactions to an
officer designated to receive his or her reports ("Alternate Review
Officer"), who shall act in all respects in the manner prescribed
herein for the Review Officer.
(2) Every report shall be made not later than 10 days after the end of the
calendar quarter in which the transaction to which the report relates
was effected, and shall contain the following information:
(A) The date of the transaction, the title and the number of shares
or the principal amount of each security involved;
(B) The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(C) The price at which the transaction was effected;
(D) The name of the broker, dealer or bank with or through whom the
transaction was effected; and
(E) The date the report was submitted by the Access Person.
(3) In the event no reportable transactions occurred during the quarter,
the report should be so noted and returned signed and dated
(4) An Access Person who would otherwise be required to report his or her
transactions under this Code shall not be required to file reports
pursuant to this Section VI where such person is required to file
reports pursuant to a code of ethics described in Section VII, hereof.
(5) An Independent Trustee shall report transactions in Securities only if
the Trustee knew at the time of the transaction or, in the ordinary
course of fulfilling his or her official duties as a trustee, should
have known, that during the 15 day period immediately preceding or
following the date of the transaction, such security was purchased or
sold, or was being considered for purchase or sale, by the Trust. (The
"should have known" standard implies no duty of inquiry, does not
presume there should have been any deduction or extrapolation from
discussions or memoranda dealing with tactics to be
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employed meeting a Fund's investment objectives, or that any knowledge
is to be imputed because of prior knowledge of a Fund's portfolio
holdings, market considerations, or a Fund's investment policies,
objectives and restrictions.)
(6) Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he has
any direct or indirect beneficial ownership in the security to which
the report relates.
(7) Each Independent Trustee shall report the name of any publicly-owned
company (or any company anticipating a public offering of its equity
securities) and the total number of its shares beneficially owned by
him or her if such total ownership is more than 1/2 of 1% of the
company's outstanding shares. Such report shall be made promptly after
the date on which the Trustee's ownership interest equaled or exceeded
1/2 of 1%.
VI. Review and Enforcement.
(1) The Review Officer shall compare all reported personal securities
transactions with completed portfolio transactions of the Trust and a
list of securities being considered for purchase or sale by the
Trust's adviser(s) and sub-adviser(s) to determine whether a violation
of this Code may have occurred. Before making any determination that a
violation has been committed by any person, the Review Officer shall
give such person an opportunity to supply additional explanatory
material.
(2) If the Review Officer determines that a violation of this Code may
have occurred, he shall submit his written determination, together
with the confidential monthly report and any additional explanatory
material provided by the individual, to the President of the Trust and
outside counsel, who shall make an independent determination as to
whether a violation has occurred.
(3) If the President and outside counsel find that a violation has
occurred, the President shall impose upon the individual such
sanctions as he or she deems appropriate and shall report the
violation and the sanction imposed to the Board of Trustees of the
Trust.
(4) No person shall participate in a determination of whether he has
committed a violation of the Code or of the imposition of any sanction
against himself. If a securities transaction of the President is under
consideration, any Vice President shall act in all respects in the
manner prescribed herein for the President.
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VII. Investment Adviser's, Administrator's or Principal Underwriter's Code of
Ethics.
Each investment adviser (including, where applicable, any sub-adviser),
administrator or manager (where applicable), and principal underwriter of the
Trust shall:
(1) Submit to the Board of Trustees of the Trust a copy of its code of
ethics adopted pursuant to Rule 17j-1, which code shall comply with
the recommendations of the Investment Company Institute's Advisory
Group on Personal Investing or be accompanied by a written statement
explaining any differences and supplying the rationale therefor;
(2) Promptly report to the appropriate Trust in writing any material
amendments to such code of ethics;
(3) Promptly furnish to the Trust upon request copies of any reports made
pursuant to such Code by any person who is an Access Person as to the
Trust; and
(4) Shall immediately furnish to the Trust, without request, all material
information regarding any violation of such Code by any person who is
an Access Person as to the Trust.
VIII. Annual Written Report to the Board.
At least once a year, the Review Officer will provide the Board of Trustees
a written report that includes:
(1) Issues Arising Under the Code - The Report will describe any issue(s)
that arose during the previous year under the Code, including any
material Code violations, and any resulting sanction(s).
(2) Certification - The Report will certify to the Board of Trustees that
the each Trust has adopted measures reasonably necessary to prevent
its personnel from violating the Code currently and in the future.
IX. Records.
The Trust shall maintain records in the manner and to the extent set forth
below, which records may be maintained under the conditions described in Rule
31a-2 under the 1940 Act and shall be available for examination by
representatives of the Securities and Exchange Commission.
(1) A copy of this Code and any other code which is, or at any time within
the past five years has been, in effect shall be preserved in an
easily accessible place;
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(2) A record of any violation of this Code and of any action taken as a
result of such violation shall be preserved in an easily accessible
place for a period of not less than five years following the end of
the fiscal year in which the violation occurs;
(3) A copy of each report made by an officer or trustee pursuant to this
Code shall be preserved for a period of not less than five years from
the end of the fiscal year in which it is made, the first two years in
an easily accessible place; and
(4) A list of all persons who are, or within the past five years have
been, required to make reports pursuant to this Code shall be
maintained in an easily accessible place.
(5) A copy of each annual report to the Board of Trustees will be
maintained for at least five years from the end of the fiscal year in
which it is made, the first two years in an easily accessible place;
and
(6) A record of any decision, and the reasons supporting the decision, to
approve the acquisition of Securities in an IPO or a Private
Placement, shall be preserved for at least five years after the end of
the fiscal year in which the approval is granted.
X. Miscellaneous
(1) Confidentiality. All reports of securities transactions and any other
information filed with the Trust pursuant to this Code shall be
treated as confidential.
(2) Interpretation of Provisions. The Board of Trustees may from time to
time adopt such interpretations of this Code as it deems appropriate.
(3) Periodic Review and Reporting. The President of the Trust shall report
to the Board of Trustees at least annually as to the operation of this
Code and shall address in any such report the need (if any) for
further changes or modifications to this Code.
Adopted , 1998
Revised April 13, 2000
