THE HIRTLE CALLAGHAN TRUST
AMENDED AND RESTATED
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CODE OF ETHICS
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INTRODUCTION AND STATEMENT OF PURPOSE.
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Rule 17j-l(b) under the Investment Company Act of 1940, as amended, ("1940 Act")
makes it unlawful for any affiliated person of the Trust, any investment adviser
to the Trust and the Trust's principal underwriter, in connection with the
purchase or sale by such person of a security held or to be acquired by the
Trust:
o To employ any device, scheme, or artifice to defraud the Trust;
o To make to the Trust any untrue statement of a material fact or omit
to state to the Trust a material fact necessary in order to make the
statements made, in light of the circumstances under which they are
made, nor misleading;
o To engage in any act, practice, or course of business which operates
or would operate as a fraud or deceit upon the Trust; or
o To engage in any manipulative practice with respect to the Trust.
Rule 17j-1 also requires all registered investment companies, their investment
advisers and their principal underwriters to adopt a written code of ethics
containing provisions reasonably necessary to prevent certain persons associated
with such entities from engaging in conduct prohibited under Rule 17j-1(b) and
to use reasonable diligence, and institute procedures reasonably necessary, to
prevent violations of the code of ethics adopted by it. This Code of Ethics
("Code") is designed to put into place those procedures believed to be
reasonably necessary to prevent such prohibited conduct by the Trust's Access
Persons (defined below).
The principal device upon which this Code relies to achieve its purpose is
periodic reporting by the Trust's Access Persons of securities transactions in
which such Access Persons have a Beneficial Ownership Interest (defined below).
As permitted by Rule 17j-1, the Code contemplates that Access Persons of the
Trust who are affiliated persons of either (i) an investment advisory
organization engaged by the Trust to provide investment advice; or (ii) the
Trust's principal underwriter, will satisfy their reporting obligations under
the Trust's Code by complying with codes of ethics adopted by such investment
adviser or principle underwriter, provided in each case that the Board of
Trustees, including a majority of the Independent Trustees (defined below) has
determined that such code of ethics contains provisions reasonably necessary to
prevent Access Persons from engaging in any conduct prohibited by Rule 17j-1(b)
under the 1940 Act
The Trust's Board of Trustees will, no less frequently than annually, review the
individual codes of ethics adopted by such investment advisory organizations and
principal underwriter and will review, at least quarterly, a written report
setting forth any issues that may have arisen under such each such code of
ethics during the relevant period. Day-to-day administration of the Code is the
responsibility of the Code Compliance Officer. (defined below).
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I. DEFINITIONS.
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A. "Trust" means The Hirtle Callaghan Trust.
B. "Access Person" means any manager, director, executive officer,
general partner, trustee, or Advisory Person of the Trust or any
investment adviser to the Trust (including, inter alia, any employee
of the Trust's principal underwriter or any investment adviser to the
Trust who serves as an officer of the Trust).
C. "Advisory Person" means (i) any employee of the Trust, any of the
Trust's investment advisers, or any Company in a Control Relationship
with any such entity, who, in connection with their regular functions
or duties, makes, participates in, or obtains information regarding
the purchase or sale of a Covered Security by the Trust, or whose
functions relate to the making of any recommendations with respect to
such purchases or sales. This category of persons includes, inter
alia, all Investment Personnel (defined below) employees who place and
process orders for the purchase or sale of a Covered Security by the
Trust and research analysts who investigate potential investments for
the Trust. It excludes marketing and investor relations personnel,
financial, compliance, accounting and operational personnel, and all
clerical, secretarial or solely administrative personnel. Any natural
person who is in a Control Relationship to the Trust or to any of the
Trust's investment advisers who obtains information concerning
recommendations made to the Trust with regard to the purchase or sale
of a Covered Security is also an Advisory Person of the Trust.
D. A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated, and with respect to the person making the
recommendation, when such person seriously considers making such a
recommendation.
E. "Beneficial ownership" shall be interpreted in the same manner as it
would be under Rule 16a-1(a)(2) under the Securities Exchange Act of
1934 in determining whether a person is the beneficial owner of a
security for purposes of Section 16 of that Act and the rules and
regulations thereunder.
F. "Company" means a corporation, partnership, an association, a joint
stock company, a trust, a limited liability company, a limited
liability partnership, a trust, or any organized group of persons
whether incorporated or not.
G. "Code Compliance Officer" shall mean the Trust's Vice President and
Treasurer or, in his absence, the Trust's President. Such officers may
designate other individuals to assist in the administration of the
Code.
H. "Control Relationship" 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. Any person who
owns beneficially, either directly or through one or more controlled
companies, more than 25 percent of the voting Securities of a Company
shall be presumed to control such Company. Any person who does not so
own more than 25 per cent of the voting Securities of any Company
shall be presumed not to control such Company
I. "Covered Security" shall have the meaning set forth in Section
2(a)(36) of the 1940 Act (which provision defines the term "security
for purposes of the 1940 Act), BUT SHALL EXCLUDE securities issued by
the Government of the United States, bankers' acceptances, bank
certificates of deposit, commercial paper and shares of registered
open-end investment companies.
J. "Independent Trustee" means a trustee of the Trust who is not an
"interested person" of the Trust, or
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the Trust's investment adviser or principal underwriter within the
meaning of Section 2(a)(19) of the 1940 Act.
K. "Initial Public Offering" means an offering of securities registered
under Securities Act of 1933, the issuer of which, immediately before
the registration, was not subject to the reporting requirements of
Section 13 of Section 15(d) of the Securities Exchange Act.
L. "Investment Personnel" means (i) any employee of the Trust, any of the
Trust's investment advisers or any Company in a Control Relationship
with any such entity, who, in connection with their regular functions
or duties, makes or participates in making recommendations regarding
the purchase or sale of securities by the Trust; and (ii) any natural
person who (a) controls the Trust, or any of the Trust's investment
advisers AND (b) obtains information concerning recommendations made
to the Trust with regard to the purchase or sale of securities by the
Trust.
M. "Limited Offering" means a private placement or other offering that is
exempt from registration under the Securities Act pursuant to Section
4(2) or Section 4(6) or pursuant or Rule 504, Rule 505 or Rule 506
under the Securities Act.
N. "Purchase or Sale of a Security" includes, inter alia, the writing of
an option to purchase and sell a security.
O. A security is "held or to be acquired" if within the most recent 15
days it has (i) been held by the Trust, or (ii) is being or has been
considered by the Trust or its investment adviser for purchase by the
Trust. A purchase or sale includes the writing of an option to
purchase or sell.
II. PROHIBITED PURCHASES AND SALES.
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A. It shall be a violation of this Code for any Access Person:
1. To employ any device, scheme, or artifice to defraud the Trust;
2. To make to the Trust any untrue statement of a material fact or
omit to state to the Trust a material fact necessary in order to
make the statements made, in light of the circumstances under
which they are made, nor misleading;
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
4. To engage in any manipulative practice with respect to the Trust.
B. Investment Personnel and members of any such person's immediate family
are prohibited from purchasing securities issued in an Initial Public
Offering or Limited Offering unless such acquisition is approved by
the Code Compliance Officer or, in case where such person is
affiliated with one of the Trust's investment advisers or principal
underwriter, approved in accordance with the code of ethics adopted by
the relevant investment adviser or principal underwriter.
C. Access Persons are prohibited from revealing to any other person,
except in the normal course of their duties on behalf of the Trust)
any information regarding securities transaction by, or under
consideration for, the Trust.
D. Access Persons are prohibited from trading, either personally or on
behalf of others, on material nonpublic information or communicating
material nonpublic information to others in violation of the law. Such
activities are generally referred to as "insider trading." While the
law concerning insider trading is not static, it is generally
understood that the law prohibits trading by an insider, while in
possession of material nonpublic information, or trading by a
non-insider, while in possession of
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material nonpublic information, where the information either was
disclosed to the non-insider in violation of an insider's duty to keep
it confidential or was misappropriated, or communicating material
nonpublic information to others.
III. REPORTING.
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A. INITIAL HOLDINGS REPORT. Every Access Person shall, within 10 days of
becoming an Access Person, provide the Code Compliance Officer with an
initial holdings report listing (i) the title, number of shares and
principal amount of all Securities directly or indirectly beneficially
owned by the Access Person as of the date when he/she became and
Access Person; (ii) the name of any broker, dealer or bank with whom
the Access Person maintained an account in which any Securities were
held for the direct or indirect benefit of the Access Person as of the
date he/she became and Access Person; and (iii) the date that the
report is submitted by the Access Person.
B. QUARTERLY HOLDINGS REPORT. No later than 10 days following the end of
each calendar quarter, each Access Person shall submit a currently
dated report containing:
1. The date and nature of each Securities transaction effected
during the preceding quarter (purchase, sale or any other type of
acquisition or disposition);
2. The title, number of shares and principal amount of each Covered
Security and the price at which the transaction was effected; and
3. The name of the broker, dealer or bank with or through whom the
transaction was effected; and
4. The name of any broker, dealer or bank with whom the Access
Person established an account in which any Securities were held
during the preceding quarter for the direct or indirect benefit
of the Access Person, and the date on which such account was
established.
5. Any quarterly report may contain a statement that the report
shall not be construed as an admission by the person making such
report that he or she has any direct or indirect beneficial
ownership in the security to which the report relates.
6. The quarterly reporting requirements shall not apply to:
a. Purchases or sales effected in any account over which the
Access Person has no direct or indirect influence or
control.
b. Purchases or sales which are non-volitional on the part of
either the Access Person or the Trust, including mergers,
recapitalizations and similar transactions.
c. Purchases which 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.
C. ANNUAL HOLDINGS REPORT. No later than 30 days following the end of
each calendar year, each Access ---------------------- Person shall
submit (in addition to his/her quarterly report), an annual holdings
report containing: the title, number of shares and principal amount of
all Securities directly or indirectly beneficially owned by the Access
Person as of the end of the calendar year; (ii) the name of any
broker, dealer or bank with whom the Access Person maintained an
account in which any Securities were held for the direct or indirect
benefit of the Access Person as of the end of the calendar year; and
(iii) the date that the report is submitted by the Access Person. Any
report submitted pursuant hereto may contain a statement that the
report shall not be construed as an admission by the person making
such report that he or she has any direct or indirect beneficial
ownership in the security to which the report relates.
D. EXCEPTIONS. The reporting requirements of this Section:
1. shall not apply to an Independent Trustee who would be required
to make a report solely by reason of being a trustee of the
Trust, provided that if such trustee, at the time of a
transaction
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in a Covered Security, knew, or in the ordinary course of
fulfilling his or her official duties as a trustee of the Trust,
should have known that, during the 15 day period immediately
preceding the date of the transaction by the trustee, such
security was purchased or sold by the Trust or was being
considered for purchase by its investment adviser, the Trustee
must file a report with respect to the quarter in which such
transaction occurred.
2. shall be deemed to have been satisfied by an Access Person who is
employed or otherwise affiliated with any one of the investment
advisers to the Trust or with the Trust's principal underwriter
if such Access Person has provided information that is
substantially the same as the information required to be included
in the reports described in this Section to such entity in the
manner prescribed by procedures adopted by such entity in
accordance with Rule 17j-1 under the 1940 Act and, if applicable,
Rule 204-2(a)(12) or (a)(13) under the Investment Advisers Act of
1940.
IV. ADMINISTRATION
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A. SANCTIONS. Upon discovering a violation of this Code, the Board of
Trustees of the Trust may impose such sanctions as it deems
appropriate, including, inter alia, a letter of censure, suspension,
or termination of the employment of the violator, and/or a disgorging
of any profits made by the violator. In the case of matters involving
Access Persons who are affiliated with the Trust's principal
underwriter or any investment adviser of the Trust, the Trustees may
take into account the actions taken by any such entity in response to
such matter.
B. CERTIFICATION. Each Access Person other than those referred to in
III.D of this Code shall: (i) receive a copy of this Code of Ethics at
the time of his/her appointment, employment or other engagement, (ii)
certify in writing that he/she has read and understood the Code of
Ethics; and (iii) retain a copy at all times. Any questions regarding
this Code of Ethics should be referred to the Code Compliance Officer.
C. CONFIDENTIALITY OF RECORDS. All information obtained from any Access
Person hereunder shall be kept in strict confidence, except that
reports of securities transactions hereunder will be made available to
the Securities and Exchange Commission or any other regulatory or
self-regulatory organization to the extent required by law or
regulation.
D. AMENDMENTS. This Code may be amended from time to time with upon the
approval of the Board of Trustees of the Trust, including a majority
of the trustees who are not interested persons must approve any
material changes to this Code no later than six (6) months after the
adoption of such change by the investment adviser.
E. REPORT FORMS. Reports required under Section III of this Code may be
submitted on those forms set forth in the Appendix to this Code.
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A-1Securities Account Identification Form
[NAME OF ACCESS PERSON]
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This report is being submitted pursuant to the Code of Ethics
adopted by the Hirtle, Callaghan Trust ("Trust"). The undersigned
certifies that the following is an accurate and complete listing
of all securities accounts in which I have a Beneficial Interest
and that I will inform the Trust, in writing, of any additional
such account that may be established not later than 10 after the
calendar quarter in which such additional account is established:
<TABLE>
<CAPTION>
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Date Established Name of the Account/Account No. Name of Broker/Bank/Adviser
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<S> <C> <C>
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</TABLE>
Name of Reporting Person (Print): _________________________________
Signature of Reporting Person: _________________________________
Date of Submission _________________________________
NOTE: REPORT MUST BE FILED WITHIN TEN DAYS OF THE END OF THE CALENDAR
QUARTER TO WHICH THE REPORT RELATES.
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A-2: Quarterly Report Form
THE HIRTLE CALLAGHAN TRUST
QUARTERLY SECURITIES TRANSACTION REPORT FOR THE QUARTER ENDED:
FROM: [NAME OF ACCESS PERSON]
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1. This report is being submitted pursuant to the Integrity Policy Code of
Ethics adopted by the Hirtle, Callaghan Trust ("Trust"). The undersigned
certifies that the transactions described below were purchased or sold in
reliance upon public information lawfully obtained and were not based upon
information obtained as a result of any affiliation with the Trust.
2. PLEASE CHECK ONE:
Q The undersigned had no reportable securities transactions during the
above-referenced quarterly period. OR
Q Please see attached confirmation/statement relating to reportable
securities transactions during the above referenced period, which statement
includes all of the information : indicated in the table below. OR
Q The undersigned had the following reportable securities transactions during
the above referenced period:
<TABLE>
<CAPTION>
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DATE TRANSACTION SECURITY AMOUNT PRICE/SHARE BROKER TOTAL
---- ----------- -------- ------ ----------- ------ -----
---------------------------------------------- COMMISSION
(interest rate/maturity (principal amount, ----------
date, if applicable) if applicable)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
EXAMPLE (Sold) (IBM Common) (100 Shares) ($48 1/2) (Paine ($148)
------- Webber)
(1/3/00) --------------------------
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(1/25/00) (Buy) (NYC Housing Bond) ($5000) (NA)
--------------------------
(7.25% 12/31/08)
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</TABLE>
3.
Q The undersigned certifies that an accurate listing of all securities
accounts in which I have a Beneficial Interest is on file with the Firm. OR
Q During the above-referenced quarterly period, the undersigned established
following account(s):
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
Date Established Name of the Account/Account No. Name/Address of Broker/Bank/Adviser
----------------------------------------------------------------------------------------------------
<S> <C> <C>
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
</TABLE>
I certify that the information I am providing in this report is accurate and
includes all transactions pursuant to which, and account in which, I acquired
direct or indirect beneficial ownership of a security, other than transactions
in U.S. Government securities, transactions in mutual fund shares or
transactions in accounts over which I have no direct or indirect influence or
control in accordance with a determination to that effect under the Code. This
report shall not be construed as an admission that I have or have had any direct
or indirect beneficial ownership in the securities listed.
Signature of Reporting Person: _________________________________
Date of Submission _________________________________
NOTE: REPORT MUST BE FILED WITHIN TEN DAYS OF THE END OF THE CALENDAR
QUARTER TO WHICH THE REPORT RELATES.
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A-3: Initial/Annual Holdings Report Form
[NAME OF ACCESS PERSON]
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This report is being submitted pursuant to the Code of Ethics adopted by the
Hirtle, Callaghan Trust ("Trust"). The undersigned certifies that the following
is an accurate and complete listing of all Covered Securities in which I have a
Beneficial Interest, as of
Q As of the date on which I I became an "Access Person" under the Policy. OR
Q As of December 31, 20__.
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BROKER NAME Account No. Security No. of Shares AMOUNT
AND ADDRESS (include CUSIP,
if available)
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Name of Reporting Person (Print): _________________________________
Signature of Reporting Person: _________________________________
Date of Submission _________________________________
NOTE: REPORT MUST BE FILED WITHIN TEN DAYS OF THE END OF THE CALENDAR
QUARTER TO WHICH THE REPORT RELATES.
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