THE BRAMWELL FUNDS, INC.
BRAMWELL CAPITAL MANAGEMENT, INC.
Code of Ethics
I. Introduction
This Code of Ethics (the "Code") has been adopted by The Bramwell
Funds, Inc. (the "Funds") and Bramwell Capital Management, Inc. ("BramCap")
(collectively, "Bramwell"), in accordance with the federal securities laws,
including the Investment Company Act of 1940, as amended, the Investment
Advisers Act of 1940, as amended, and the Securities Exchange Act of 1934, as
amended. The purpose of the Code is to establish guidelines and procedures to
identify and prevent persons who may have knowledge of Bramwell's investments
and investment intentions from breaching their fiduciary duties and to deal with
other situations that may pose a conflict of interest or a potential conflict of
interest.
Carefully read the guidelines and procedures of this Code. When you
believe that you sufficiently understand them, please sign, date, and return the
Annual Certificate of Compliance (attached as Appendix I) to the Compliance
Officer. Please keep a copy of the Code for your reference.
Additionally, federal securities laws require money managers and others
to adopt policies and procedures to identify and prevent the misuse of material,
non-public information. Therefore, Bramwell has developed and adopted Policies
and Procedures Concerning the Misuse of Material Non-Public Information (the
"Insider Trading Policy") that applies to all employees, officers and directors
(attached as Appendix VI). Read it carefully. When you believe that you
sufficiently understand its terms and conditions, please sign, date and return
the Insider Trading Policy Annual Certificate of Compliance (attached as
Appendix VII) to the Compliance Officer.
II. Definitions
As used in the Code, the following terms have the following meanings:
Access Person: means any director, officer, or employee of a Bramwell
entity who, in connection with his or her regular functions
or duties, makes, participates in, or obtains information
regarding the purchase or sale of a Covered Security by any
Advisory Client, 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 to a
Bramwell entity who obtains information concerning
recommendations made to any Advisory Client with regard to
the purchase or sale of Covered Securities.
Advisory Client: means any person or entity to which BramCap provides
investment advisory services. This term includes any
registered or unregistered investment company for which
BramCap serves as an adviser or sub-adviser and any separate
account clients.
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Beneficial
Ownership: generally means any interest in a Covered Security for which
an Access Person or any member of his or her immediate
family sharing the same household can directly or indirectly
receive a monetary ("pecuniary") benefit. Please see
Appendix II for a complete definition.
Compliance
Officer: means the person appointed by each Bramwell entity and
indicated in Appendix VIII, as updated from time to time.
The Compliance Officer may delegate any or all of his or her
responsibilities under the Code, as specified in Appendix
VIII. In instances when the Code is applied to the
Compliance Officer, any other principal of the appropriate
Bramwell entity may act as the Compliance Officer.
Control: of the Funds or BramCap means the power to exercise a
controlling influence over the management or policies of the
entity (unless such power is solely the result of an
official position with the entity). Any person who owns
(directly or through one or more controlled companies), more
than 25% of the voting securities of one of these entities
shall be presumed to control such entity.
Independent
Director: means any person who serves on the Board of Directors of the
Funds who is not an "interested person" as that term is
defined in Section 2(a)(19) of the Investment Company Act of
1940, as amended. Independent Directors are exempted from
most of the Code's provisions. See, for example, Article V,
Section 1, and Article IX.
Covered Security: means any and every security as defined in Section 2(a)(36)
of the Investment Company Act of 1940, as amended, but does
not include the following, so that transactions in the
following are not covered by the Code:
o direct obligations of the Government of the United
States;
o bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt
instruments, including repurchase agreements; and
o shares issued by registered open-end investment
companies (mutual funds).
III. General Principles
This Code applies to all Access Persons. The Code acknowledges the
general principles that Access Persons:
o owe a fiduciary obligation to all Advisory Clients;
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o have the duty at all times to place the interests of all Advisory
Clients first and foremost;
o must conduct their personal securities transactions in a manner
that avoids conflicts of interest or abuses of their position of
trust and responsibility; and
o should not take improper advantage of their positions in relation
to Advisory Clients.
No Access Person shall, directly or indirectly in connection with its
purchase or sale of a Security Held or to be Acquired by any Advisory Client:(1)
o employ any device, scheme or artifice to defraud any Advisory
Client;
o make any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made to
the Advisory Client, in light of the circumstances under which
they are made, not misleading;
o engage in any act, practice, or course of business that operates
or would operate as a fraud or deceit upon any Advisory Client; or
o engage in any manipulative practice with respect to any Advisory
Client.
IV. Inside Information
No Access Person may use material, non-public information about a
security or issuer in breach of a duty of trust or confidence that is owed
directly, indirectly, or derivatively, to the issuer of that security, the
shareholders of that issuer, any Advisory Client, or to any other person who is
the source of the material non-public information. Any Access Person who
believes he or she is in possession of such information must contact the
Compliance Officer immediately to discuss the information and the circumstances
surrounding its receipt. Please refer to the Insider Trading Policy attached as
Appendix VI for more information.
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1 "Security Held or to be Acquired" by any Advisory Client means (1) any
Covered Security which, within the most recent 15 days, is or has been held
by an Advisory Client, or is being or has been considered by an Advisory
Client or Bramwell for purchase by an Advisory Client, and (2) any option to
purchase or sell, and any security convertible into or exchangeable for, a
Covered Security described in clause (1) above.
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V. Prohibited Transactions
1. Unless prior written approval is obtained as described in Article
VII or unless otherwise exempted by the Board of Directors of the appropriate
Bramwell entity, no Access Person, other than Independent Directors, shall:
o directly or indirectly purchase or sell any Covered Security in
which such person has, or by reason of such transaction acquires,
any direct or indirect beneficial ownership.
o engage in a transaction in any security in an initial public
offering or a private placement.
2. No Access Person shall, directly or indirectly, purchase or sell any
Covered Security in which he or she has, or by reason of such transaction
acquires, any direct or indirect Beneficial Ownership and which to his or her
actual knowledge at the time of such purchase or sale:
o is being considered for purchase or sale by or for any Advisory
Client;
o is being purchased or sold by or for any Advisory Client, or is
programmed for purchase or sale by or for any Advisory Client; or
o was purchased or sold by or for any Advisory Client within the
seven (7) calendar day period preceding the purchase or sale by
such Access Person.
3. No Access Person shall reveal to any other person (except in the
normal course or his or her duties on behalf of Bramwell) any information
regarding securities transactions by any Advisory Client or consideration by
Bramwell of any such securities transaction.
4. No Access Person shall recommend any securities transaction to any
Advisory Client without having disclosed his or her interest, if any, in such
securities or the issuer thereof, including without limitation (i) his or her
direct or indirect beneficial ownership of any securities of such issuer, (ii)
any contemplated transaction by such person in such securities, (iii) any
position with such issuer or its affiliates and (iv) 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; provided, however, that in the event the interest of such Access
Person in such securities or issuer is not material to his or her personal net
worth or any contemplated transaction by such person in such securities cannot
reasonably be expected to have a material adverse effect on any such transaction
by any Advisory Client or on the market for the securities generally, such
Access Person shall not be required to disclose his or her interest in the
securities or issuer thereof in connection with any such recommendation.
VI. Exemptions
The prohibitions of Article V of this Code shall not apply to:
o purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or control;
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o purchases or sales of Covered Securities which are not eligible
for purchase or sale by any Advisory Client;
o purchases or sales which are non-volitional on the part of either
the Access Person or any Advisory Client;
o purchases effected through a systematic investment plan involving
the automatic investment of a predetermined amount on
predetermined dates, provided the Compliance Officer has been
previously advised of such plan, and purchases which are part of
an automatic dividend reinvestment plan;
o 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; and
o any purchase or sale (or series of related purchases and sales)
involving less than $5,000 of the Covered Securities of a company
which is either listed on a national exchange or traded over the
counter and having a market capitalization in excess of $1 billion
or, with the prior written approval of the Compliance Officer, any
other purchase or sale believed by the Compliance Officer to be
only remotely potentially harmful to any Advisory Client because,
for example, it would be very unlikely to affect a highly liquid
market, or because it clearly is not related economically to the
securities to be purchased, sold or held by any Advisory Client.
VII. Pre-Approval Procedures
1. Approval Requirements
An Access Person must obtain prior written approval from the
Compliance Officer for all securities transactions otherwise prohibited
by Article V.
2. Time of Approval
Pre-approval must be obtained prior to the proposed securities
transaction and is valid only for the day it is given.
3. Form
Pre-approval must be obtained in writing by completing and
signing a Personal Trading Request and Authorization Form (including
the details of the proposed securities transaction) and submitting it
to the Compliance Officer. Please use the form attached as Appendix
III.
4. Filing
The Compliance Officer will retain a copy of all completed
Personal Trading Request and Authorization Forms in the manner
contemplated by Article XII.
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5. Factors Considered in Approval of Personal Securities
Transactions
Generally, the factors described below will be considered in
determining whether or not to approve a proposed securities
transaction. However, if warranted by the nature of the transaction,
the Compliance Officer has the authority to approve a securities
transaction on any other basis.
o whether the proposed purchase or sale is likely to have any
economic impact on any Advisory Client or on their ability to
purchase or sell securities of the same class or other securities
of the same issuer;
o whether any Advisory Client has a pending "buy" or "sell" order in
that security or has completed a purchase or sale of that security
that day;
o whether the amount or nature of the securities transaction or
person making it is likely to affect the price of or market for
the security;
o whether the security proposed to be purchased or sold is one that
would qualify for purchase or sale by any Advisory Client;
o whether the security is currently being considered for purchase or
sale by Bramwell that day;
o whether the securities transaction would create the appearance of
impropriety, whether or not an actual conflict exists; and
o whether the investment opportunity should be reserved for an
Advisory Client, and whether the opportunity is being offered to
the Access Person by virtue of his or her position.
VIII. Reporting by Access Persons Other Than Independent Directors of the
Funds(2)
1. Initial Holdings Report
Beginning on March 1, 2000, no later than 10 days after a
person becomes an Access Person (other than Independent Directors of
the Funds), such person must file a report with the Compliance Officer
which contains the following information:
o the title, number of shares and principal amount of each Covered
Security in which such person has any direct or indirect
beneficial ownership;
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2 Each Access Person required to make a report is responsible for taking the
initiative to file reports as required under the Code. Any effort by the
Compliance Officer to facilitate the reporting process does not change or
alter that responsibility.
Any report required by Articles VIII and IX may contain a statement that the
report will not be construed as an admission that the person making the
report has any direct or indirect beneficial ownership in the Covered
Security to which the report relates.
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o the name of the broker, dealer or bank with whom such person
maintains an account in which any securities are held for the
direct or indirect benefit of such person; and
o the date the report is submitted to the Compliance Officer.
2. Quarterly Transaction Reports
Beginning with the calendar quarter ending March 31, 2000, no
later than 10 days after the end of a calendar quarter, every Access
Person (other than Independent Directors of the Funds) must file a
report with the Compliance Officer with respect to any transaction
during the calendar quarter in a Covered Security in which the Access
Person had any direct or indirect beneficial ownership (the "Quarterly
Report"). The Quarterly Report, which may be in the form of the cover
page in Appendix IVB and attached account statements, must contain:
o the date of each transaction, the title, the interest rate and
maturity date (if applicable), the number of shares and the
principal amount of each Covered Security involved;
o the nature of the transaction (i.e., purchase or sale or other
type of acquisition or disposition);
o the price of the Covered Security at which the transaction was
effected;
o the name of the broker, dealer or bank with or through which the
transaction was effected; and
o the date that the report is submitted to the Compliance Officer.
With respect to any quarter in which an account was
established by an Access Person in which any securities were held for
the direct or indirect benefit of the Access Person, such Quarterly
Report must also contain the name of the broker, dealer or bank with
whom the Access Person established the account and the date the account
was established.
In addition, every Access Person (other than Independent
Directors of the Funds) must file quarterly the statement set forth in
Appendix IVA.
3. Annual Holdings Reports
No later than January 30, 2001, and every January 30
thereafter, every Access Person (other than Independent Directors of
the Funds) must file a report with the Compliance Officer which
contains the following information (which information must be current
as of a date no more than 30 days before the report is submitted):
o the title, number of shares and principal amount of each Covered
Security in which such person has any direct or indirect
beneficial ownership as of December 31 of the prior calendar year;
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o the name of the broker, dealer or bank with whom such person
maintains an account in which any securities are held for the
direct or indirect benefit of such person; and
o the date the report is submitted to the Compliance Officer.
The report may be in the form of the cover page in Appendix V and
attached account statements.
IX. Reporting by Independent Directors of the Funds(3)
An Independent Director of the Funds must make a quarterly transaction
report containing the information required by Article VIII, Section 2, no later
than 10 days after the end of a calendar quarter with respect to transactions
occurring in such quarter in a Covered Security only if such director knew or,
in the ordinary course of fulfilling his or her official duties as a director of
the Funds, should have known that during the 15-day period immediately before or
after such director's transaction in a Covered Security, the Funds purchased or
sold the Covered Security, or the Funds or their investment adviser considered
purchasing or selling the Covered Security.3
X. Determination of Access Persons
Each current director, officer and employee of Bramwell will be
evaluated by the Compliance Officer to determine whether he or she is an Access
Person before March 1, 2000. Those who are determined to be Access Persons will
be notified of their status as an Access Person and their corresponding
reporting obligations by March 1, 2000.
Each potential new director, officer or employee of Bramwell will be
evaluated to determine whether he or she is an Access Person before he or she is
offered a position and will be notified of his or her status as an Access
Person, if applicable, before taking his or her position.
XI. Review of Reports Required by this Code of Ethics
Each report required to be submitted under Articles VIII and IX of the
Code will be promptly reviewed by the Compliance Officer when submitted.
Any violation or potential violation of the Code (including the Insider
Trading Policy attached as Appendix VI) shall be brought to the attention of the
President of the appropriate Bramwell entity within five business days of its
discovery. The Compliance Officer will investigate any such violation or
potential violation and report to the President of the appropriate Bramwell
entity with a recommendation of appropriate action to be taken against any
individual whom it is determined has violated the Code, as is necessary to cure
the violation and prevent future violations.
---------
3 Ordinarily, reports would need to be filed only if an Independent Director
actually knows of a Fund transaction since, generally, Independent Directors
would not be expected to be in a position in which they "should have known"
of a Fund transaction.
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The Compliance Officer will keep a written record of all investigations
in connection with any Code violations including any action taken as a result of
the violation.
XII. Recordkeeping Requirements
The following records must be maintained at the principal place of
business of the appropriate Bramwell entity in the manner and to the extent set
out below. These records must be made available to the Securities and Exchange
Commission or any representative of the Commission at any time and from time to
time for reasonable periodic, special or other examination:
o A copy of the Code that is in effect, or at any time within the
past five years was in effect, must be maintained in an easily
accessible place;
o A record of any violation of the Code, and of any action taken as
a result of the violation, must be maintained in an easily
accessible place for at least five years after the end of the
fiscal year in which the violation occurs;
o A copy of each report required to be submitted by Access Persons
under Articles VIII and IX of the Code, including any information
provided on broker transaction confirmations and account
statements, must be maintained for at least five years after the
end of the fiscal year in which the report is made or the
information is provided, the first two years in an easily
accessible place;
o A record of all Access Persons, currently or within the past five
years, who are or were required to make reports under the Code
will be established prior to March 1, 2000 and maintained in an
easily accessible place;
o A record of all persons, currently or within the past five years,
who are or were responsible for reviewing reports of Access
Persons will be established prior to March 1, 2000 and maintained
in an easily accessible place;
o A copy of each Personal Trading Request and Authorization Form
submitted to the Compliance Officer (including a record of all
approvals to acquire securities in an initial public offering or
private placement, indicating the reasons therefor) must be
maintained for at least five years after the end of the fiscal
year in which the form was submitted or the approval is granted,
whichever is later; and
o A copy of each report to the Board of Directors of the Funds
required to be submitted pursuant to Article XIII of the Code must
be maintained 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.
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XIII. Reports to the Board of Directors of the Funds
No later than September 1, 2000 and no less frequently than annually
thereafter, the Compliance Officer will prepare a written report to be furnished
to the Board of Directors of the Funds that:
o Describes any issues arising under the Code since the last report
to the Board of Directors of the Funds, including, but not limited
to, information about material violations of the Code and
sanctions imposed in response to the material violations; and
o Certifies that each Bramwell entity has adopted the procedures in
Articles X through XII of the Code and this Article XIII, which
Articles are reasonably necessary to prevent Access Persons from
violating the Code.
No later than September 1, 2000 and no less frequently than annually
thereafter, the distributor of the Funds, if any, must prepare a written report
to be furnished to the Board of Directors of the Funds that:
o Describes any issues arising under its code of ethics since the
last report to the Board of Directors, including, but not limited
to, information about material violations of its code of ethics
and sanctions imposed in response to the material violations; and
o Certifies that it has adopted procedures reasonably necessary to
prevent Access Persons from violating its code of ethics.
XIV. Confidentiality of Adviser Transactions
Information relating to any Advisory Client's portfolio or activities
is strictly confidential and should not be discussed with anyone outside
Bramwell. In addition, from the time that an Access Person anticipates making a
recommendation to purchase or sell a security, through the time that all
transactions based on that recommendation have been completed or abandoned, the
subject and content of the recommendation may be considered "inside
information." Accordingly, Access Persons must maintain the utmost
confidentiality with respect to their recommendations during this period and may
not discuss a contemplated recommendation with anyone outside of Bramwell.
Please refer to the Insider Trading Policy in Appendix VI.
Any written or oral disclosure of information concerning Bramwell, any
Advisory Client, or particular purchase or sale transactions for Advisory Client
accounts should be made only by persons who are specifically authorized to
release that information after consultation with the Compliance Officer.
XV. Sanctions
Upon discovering a violation of Article V, Section 1 of the Code, the
Compliance Officer shall impose the sanctions set forth in Schedule A; and upon
discovering more than two violations of Article V, Section 1 of the Code by a
single violator or a violation of any other section of Article V of the Code,
the Bramwell entity affected by such violation(s) may impose such sanctions as
each deems appropriate, including monetary sanctions, a letter of censure,
suspension or termination of the employment of the violator, or disgorgement of
any profit.
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XVI. Amendments and Modifications
This Code may be amended or modified as deemed necessary by the
officers of the appropriate Bramwell entity. In the case of amendments or
modifications by the Funds or BramCap, the amendments and modifications must
also by approved by the directors of the Funds within six months of any such
amendment or modification.
XVIII. Distribution and Annual Certification
The Compliance Officer shall provide each Access Person with a copy of
the Code and any subsequent amendments thereto. All Access Persons must certify
annually that they understand the Code, have had an opportunity to ask questions
about the Code, and will comply with all applicable aspects of the Code by
submitting an Annual Certificate of Compliance (attached as Appendix I) to the
Compliance Director no later than December 31 of each year.
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APPENDIX I
THE BRAMWELL FUNDS, INC.
BRAMWELL CAPITAL MANAGEMENT, INC.
Code of Ethics
ANNUAL CERTIFICATE OF COMPLIANCE
-------------------------------
Name (please print)
This is to certify that the attached Code of Ethics ("Code") was
distributed to me on ____________, 20___. I have read and understand the Code. I
certify that I have complied with the Code during the course of my association
with Bramwell, 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 which I become aware.
I understand that violation of the Code will be grounds for
disciplinary action or dismissal and may also be a violation of federal and/or
state securities laws.
-------------------------------------
Signature
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Date
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APPENDIX II
The term "beneficial owner" shall mean any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has or shares a direct or indirect pecuniary interest in securities,
subject to the following:
(1) The term "pecuniary interest" in any class of securities shall mean
the opportunity, directly or indirectly, to profit or share in any profit
derived from a transaction in the subject securities.
(2) The term "indirect pecuniary interest" in any class of securities
shall include, but not be limited to:
(A) Securities held by members of a person's immediate family sharing
the same household; provided, however that the presumption of such beneficial
ownership may be rebutted;
(B) A general partner's proportionate interest in the portfolio
securities held by a general or limited partnership. The general partner's
proportionate interest, as evidenced by the partnership agreement in effect at
the time of the transaction and the partnership's most recent financial
statements, shall be the greater of: (1) the general partner's share of the
partnership's profits, including profits attributed to any limited partnership
interests held by the general partner and any other interests in profits that
arise from the purchase and sale of the partnership's portfolio securities; or
(2) the general partner's share of the partnership capital account, including
the share attributable to any limited partnership interest held by the general
partner;
(C) A performance-related fee, other than an asset-based fee, received
by any broker, dealer, bank, insurance company, investment company, investment
adviser, investment manager, trustee or person or entity performing a similar
function; provided, however, that no pecuniary interest shall be present where:
(1) the performance-related fee, regardless of when payable, is calculated based
upon net capital gains and/or net capital appreciation generated from the
portfolio or from the fiduciary's overall performance over a period of one year
or more; and (2) securities of the issuer do not account for more than 10
percent of the market value of the portfolio. A right to a
nonperformance-related fee alone shall not represent a pecuniary interest in the
securities;
(D) A person's right to dividends that is separated or separable from
the underlying securities. Otherwise, a right to dividends alone shall not
represent a pecuniary interest in the securities;
(E) A person's interest in securities held by a trust, as specified in
Rule 16a-8(b); and
(F) A person's right to acquire securities through the exercise or
conversion of any derivative security, whether or not presently exercisable.
<PAGE>
(3) A shareholder shall not be deemed to have a pecuniary interest in
the portfolio securities held by a corporation or similar entity in which the
person owns securities if the shareholder is not a controlling shareholder of
the entity and does not have or share investment control over the entity's
portfolio.
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APPENDIX III
Personal Trading Request and Authorization Form
Employee Name _______________________________
Person On Whose Behalf Trade is Being Done (if different) ______________________
Broker ___________________ Brokerage Account Number _________________
Covered Security ______________________________________ Ticker Symbol ______
Company Name, Type of Covered Security
Number of Shares or Units ______ Price per Share or Unit _______
Approximate Total Price ________ Buy or Sell ___________________
I hereby certify that all of the following information is true and complete:
To the best of my knowledge, neither I nor anyone at Bramwell possess material,
non-public information about the issuer or the security.
To the best of my knowledge, the requested transaction is consistent with the
letter and spirit of the Code.
To the best of my knowledge, Bramwell has not purchased or sold the securities
on behalf of an Advisory Client today.
To the best of my knowledge, Bramwell is not considering purchasing or selling
the securities on behalf of an Advisory Client.
--------------------------------------- ----------------
Signature Date
When signed and dated by the Compliance Officer, this authorization is approved
for this transaction only and is effective only for the day it is given unless
you are notified otherwise by the Compliance Officer. A record of this
transaction will be kept by the Compliance Officer in confidential files.(1)
--------------------------------------- ----------------
Compliance Officer Date
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1 Compliance Officer Please Note: If approval is granted to acquire securities
in an initial public offering or in a private placement, indicate the
reasons for such approval on the reverse side of this form. This form must
be maintained for at least five years after the end of the fiscal year in
which the form was submitted or the approval is granted, whichever is later
in accordance with Article XII of the Code.
<PAGE>
APPENDIX IVA
To: Compliance Officer
Bramwell Capital Management, Inc.
From:
Date:
Re: Reporting of Securities Transactions for the Quarter ended [month]
[date], 200x.
-----------------------------------------------------------------------
In compliance with the Code of Ethics requirements for Access Persons, I hereby
affirm that:
[ ] I have disclosed all reportable transactions as required by the
Code of Ethics (list of transactions attached).
[ ] I have no reportable transactions for the period.
[ ] During the quarter ending on the date written above, I have not
established any new account in which any securities were held during such
quarter for my direct or indirect benefit.
[ ] During the quarter ending on the date written above, I have
established the following new accounts in which any securities were held during
such quarter for my direct or indirect benefit:
Name of Broker, Dealer, or Bank Date Established
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Signature
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Name: --------------------------------------
(Please print)
Date:
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APPENDIX IVB
The Bramwell Funds, Inc.
Bramwell Capital Management, Inc.
Securities Transaction Report
For Calendar Quarter Ended [Month] [Date], 200x
To: Compliance Officer, Bramwell Capital Management, Inc.
During the quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such
transactions acquired, direct or indirect beneficial ownership, and
which are required to be reported pursuant to the Code of Ethics of
Bramwell Capital Management and the Bramwell Funds, Inc.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
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| | | # of | | | | | |
| | Date of | Shares or | Dollar | | | | Type of Account |
| Security (Include | Transac- | Principal | Amount of | | | Effected | (IRA, Custody, |
| Issuer Name) | tion | Amount | Transaction | Buy/Sell | Price | Through | Self, Etc.) |
|--------------------|----------|------------|-------------|----------|----------|----------|-----------------|
| | | | | | | | |
|--------------------|----------|------------|-------------|----------|----------|----------|-----------------|
| | | | | | | | |
|--------------------|----------|------------|-------------|----------|----------|----------|-----------------|
| | | | | | | | |
|--------------------|----------|------------|-------------|----------|----------|----------|-----------------|
| | | | | | | | |
|--------------------|----------|------------|-------------|----------|----------|----------|-----------------|
| | | | | | | | |
|--------------------|----------|------------|-------------|----------|----------|----------|-----------------|
| | | | | | | | |
|--------------------|----------|------------|-------------|----------|----------|----------|-----------------|
| | | | | | | | |
|--------------------|----------|------------|-------------|----------|----------|----------|-----------------|
| | | | | | | | |
|--------------------|----------|------------|-------------|----------|----------|----------|-----------------|
| | | | | | | | |
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This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes transactions not
required to be reported, and (iii) is not an admission that I have or
had any direct beneficial ownership in the securities listed above.
This report is to be signed, dated, and returned within ten days of the
end of the calendar quarter.
Signature: _____________________________________________________
Print Name: _____________________________________________________
Date: _____________________________________________________
</TABLE>
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APPENDIX V
Annual Holdings Report
For the calendar year ending December 31, _______
I hereby certify that the securities on the attached account statements
are the only Covered Securities in which I have a direct or indirect beneficial
ownership as of the date written above.
Listed below are the names of every broker, dealer and bank with whom I
maintain an account in which securities are held for my direct or indirect
benefit:
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Signature
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Name:
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Please print
Date:
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<PAGE>
APPENDIX VI
POLICIES AND PROCEDURES
CONCERNING THE MISUSE OF MATERIAL
NON-PUBLIC INFORMATION
(the "Insider Trading Policy")
Every director, officer, or employee of The Bramwell Funds, Inc. and
Bramwell Capital Management, Inc.("BramCap") (collectively, "Bramwell") who, in
connection with his or her regular functions or duties, makes, participates in,
or obtains information regarding the purchase or sale of securities by any
Advisory Client, 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 to a Bramwell entity who obtains such information (each a "Covered
Person") must read and retain a copy of these Policies and Procedures Concerning
the Misuse of Material Non-Public Information (the "Insider Trading Policy").
Any questions regarding the Insider Trading Policy described herein should be
referred to Bramwell's Compliance Officer.
SECTION I. POLICY STATEMENT ON INSIDER TRADING ("Policy Statement")
Bramwell's Policy Statement applies to every Covered Person and extends
to activities both within and outside the scope of their duties at Bramwell.
Bramwell forbids any Covered Person from engaging in any activities that would
be considered to be "insider trading."
The term "insider trading" is not defined in the federal securities
laws, but generally is understood to prohibit the following activities:
1. trading while in possession of material non-public information;
2. recommending the purchase or sale of securities while in possession
of material non-public information; or
3. communicating material non-public information to others (i.e.,
"tipping").
The elements of insider trading and the penalties for such unlawful
conduct are discussed below. If, after reviewing this Policy Statement, you have
any questions you should consult the Compliance Officer.
A. Who is an Insider?
------------------
The concept of "insider" is broad and it includes trustees, directors,
officers, partners, members, and employees of a company. In addition, a person
can be a "temporary insider" if he or she enters into a special confidential
relationship in the conduct of a company's affairs and, as a result, is given
access to information solely for the company's purposes. A temporary insider can
include, among others, a company's attorneys, accountants, consultants, bank
lending officers, and the employees of these organizations. In addition,
Bramwell and any Covered Person may become temporary insiders of a company that
Bramwell analyzes, or that Bramwell advises or for which Bramwell performs other
services.
<PAGE>
Although BramCap has a fiduciary relationship with its clients, it has
no legal obligation to trade or recommend trading on the basis of material
non-public information. In fact, such conduct could violate the U.S. securities
laws.
B. What is Material Information?
-----------------------------
Trading, tipping, or recommending securities transactions while in
possession of inside information is not an actionable activity unless the
information is "material." Generally, information is considered material if: (i)
there is a substantial likelihood that a reasonable investor would consider it
important in making his or her investment decisions or (ii) it would
significantly alter the total mix of information made available. A pragmatic
test is whether the information is reasonably certain to have a substantial
effect on the price of a company's securities. Information that should be
considered material includes, but is not limited to, the following: dividend
changes, earnings estimates, changes in previously released earnings estimates,
a joint venture, the borrowing of significant funds, a major labor dispute,
merger or acquisition proposals or agreements, major litigation, liquidation
problems, and extraordinary management developments. For information to be
considered material it need not be so important that it would have changed an
investor's decision to purchase or sell particular securities; rather it is
enough that it is the type of information on which reasonable investors rely in
making purchase or sale decisions. The materiality of information relating to
the possible occurrence of any future event may depend on the likelihood that
the event will occur and its significance if it did occur.
Knowledge about trading programs in a corporation's securities that
could affect its market price may also constitute insider information. For
example, knowledge that BramCap is recommending the purchase or sale by a client
of a significant block of stock and trading personally on the basis of the
expected stock movement constitutes trading on insider information.
C. What is Non-Public Information?
-------------------------------
All information is considered non-public until it has been effectively
communicated to the marketplace. One must be able to point to some fact to show
that the information is generally public. For example, information found in a
report filed with the Securities and Exchange Commission, or appearing in Dow
Jones, Reuters Economic Services, The Wall Street Journal or other publications
of general circulation would be considered public. Information in bulletins and
research reports disseminated by brokerage firms are also generally considered
to be public information. However, before such information is considered to have
been made public, the market place must have had the opportunity to react to it.
D. Penalties for Insider Trading
-----------------------------
Penalties for trading on or communicating material non-public
information are severe, both for individuals involved in such unlawful conduct
and their employers. A person can be subject to some or all of the penalties
below even if he or she did not personally benefit from the violation. Penalties
include:
1. civil injunctions;
2
<PAGE>
2. criminal penalties for individuals of up to $1,000,000 and for
"non-natural persons" of up to $2.5 million dollars plus, for
individuals, a maximum jail term of ten years;
3. private rights of actions for disgorgement of profits;
4. civil penalties for the person who committed the violation of up
to three times the profit gained or loss avoided, whether or not
the person actually benefited;
5. civil penalties for the employer or other controlling person of up
to the greater of $1,000,000 per violation or three times the
amount of the profit gained or loss avoided as a result of each
violation; and
6. a permanent bar, pursuant to the SEC's administrative
jurisdiction, from association with any broker, dealer, investment
company, investment adviser, or municipal securities dealer.
In addition, any violation of this Policy Statement can be expected to
result in serious sanctions by Bramwell, including dismissal of the persons
involved.
SECTION II. PROCEDURES TO IMPLEMENT BRAMWELL'S POLICY STATEMENT
The following procedures have been established to aid Bramwell's
Employees in avoiding insider trading, and to aid Bramwell in preventing,
detecting and imposing sanctions against insider trading. Every Covered Person
must follow these procedures or risk serious sanctions, as described above. If
you have any questions about these procedures you should consult the Compliance
Officer.
A. Identifying Insider Information
-------------------------------
Before trading for yourself or others, including for any client
accounts managed by Bramwell, in the securities of a company about which you may
have potential insider information, or revealing such information to others or
making a recommendation based on such information, you should ask yourself the
following questions:
1. Is the information material? Is this information that an investor
would consider important in making a investment decision? Is this
information that would substantially affect the market price of
the securities if generally disclosed?
2. Is the information non-public? To whom has this information been
provided? Has the information been effectively communicated to the
marketplace by being published in The Wall Street Journal or other
publications of general circulation, or has it otherwise been made
available to the public?
If, after consideration of the above, you believe that the information
is material and non-public, or if you have questions as to whether the
information may be material and non-public, you should take the following steps:
3
<PAGE>
1. Report the matter immediately to the Compliance Officer. In
consulting with the Compliance Officer, you should disclose all
information that you believe may bear on the issue of whether the
information you have is material and non-public.
2. Refrain from purchasing or selling securities with respect to such
information on behalf of yourself or others, including for client
accounts managed by Bramwell.
3. Refrain from communicating the information inside or outside
Bramwell, other than to the Compliance Officer.
After the Compliance Officer has reviewed the issue, you will be
instructed to continue the prohibitions against trading, tipping, or
communication, or you will be allowed to trade and communicate the information.
In appropriate circumstances, the Compliance Officer will consult with counsel
as to the appropriate course to follow.
B. Personal Securities Trading
---------------------------
All Covered Persons must adhere to Bramwell's Code of Ethics ( the
"Code") with respect to securities transactions effected for their own account
and accounts over which they have a direct or indirect beneficial interest.
Please refer to the Code as necessary.
C. Restricting Access to Material Non-Public Information
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Information in your possession that you identify, or which has been
identified to you as material and non-public, must not be communicated to
anyone, except as provided in paragraph II.A., above. In addition, you should
make certain that such information is secure. For example, files containing
material non-public information should be sealed and inaccessible and access to
computer files containing material non-public information should be restricted
by means of a password or other similar restriction.
D. Resolving Issues Concerning Insider Trading
-------------------------------------------
If, after consideration of the items set forth in paragraph II.A.
above, doubt remains as to whether information is material or non-public, 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, please discuss
such matters with the Compliance Officer before trading on or communicating the
information in question to anyone.
E. Supervisory Procedures
----------------------
Bramwell's Compliance Officer is critical to the implementation and
maintenance of these Policy and Procedures against insider trading. The
supervisory procedures set forth below are designed to prevent insider trading.
4
<PAGE>
1. Prevention of Insider Trading
-----------------------------
In addition to the prior written approval and reporting procedures
specified in the Code concerning personal securities transactions, the following
measures have been implemented to prevent insider trading by Covered Persons:
a. Each Covered Person will be provided with a copy of the
Insider Trading Policy;
b. The Compliance Officer will answer questions regarding the
Insider Trading Policy;
c. The Compliance Officer will resolve issues of whether
information received by a Covered Person is material and
non-public;
d. The Compliance Officer will review on a regular basis, and
update as necessary, the Insider Trading Policy;
e. Whenever it has been determined that a Covered Person has
material non-public information, the Compliance Officer
will implement measures to prevent dissemination of such
information; and
f. Upon the request of any Covered Person, the Compliance
Officer will promptly review and either approve or
disapprove a request for clearance to trade in the subject
securities.
2. Special Reports to Management
-----------------------------
Promptly upon learning of a potential violation of the Insider Trading
Policy, the Compliance Officer will prepare a confidential written report to the
management of the effected Bramwell entity providing full details and
recommendations for further action.
3. Annual Reports to Management
----------------------------
On an annual basis, the Compliance Officer will prepare a written
report to the management of each Bramwell entity setting forth:
a. full details of any investigation, either internal or by a
regulatory agency, of any suspected insider trading and the
results of such investigation; and
b. an evaluation of the current Insider Trading Policy and any
recommendations for improvement.
In response to such reports, management of each Bramwell entity will
determine whether any changes to the Insider Trading Policy may be appropriate.
5
<PAGE>
APPENDIX VII
POLICIES AND PROCEDURES
CONCERNING THE MISUSE OF MATERIAL
NON-PUBLIC INFORMATION
(the "Insider Trading Policy")
ANNUAL CERTIFICATE OF COMPLIANCE
-------------------------
Name (please print)
This is to certify that the I have read and sufficiently understand the Insider
Trading Policy distributed to me on __________, 20___. I certify that I have
complied with the Insider Trading Policy during the course of my association
with Bramwell 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 Insider Trading Policy of which I become aware.
I understand that violation of the Insider Trading Policy will be grounds for
disciplinary action or dismissal and may also be a violation of federal and/or
state securities laws.
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Signature
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Date
<PAGE>
APPENDIX VIII
COMPLIANCE DIRECTOR
As of _____________, 2000, each of the Funds and BramCap has designated the
following person as Bramwell's Compliance Officer:
Mary F. McCollum
The Compliance Officer may delegate his or her functions as he or she sees fit.
The Compliance Officer may consult with outside counsel as appropriate.
Securities transactions of the Compliance Officer may be pre-approved pursuant
to the procedure in Article VII of the Code by any principal of the appropriate
Bramwell entity.
<PAGE>
SCHEDULE A
Fines for failure to obtain prior written approval of securities
transactions occurring on or after February 15, 2000:
First Offense . . . . . . . . . . . . . $500
Second Offense. . . . . . . . . . . . . $750
More Than Two Offenses . . . . . . . . . As provided for under
Article XV of the Code
