REVISED CODE OF ETHICS
THE JHAVERI TRUST
AND INVESTMENTS TECHNOLOGY, INC.
(Adopted February 9, 2000)
I. Statement of General Principles
This Code of Ethics has been adopted by The Jhaveri Trust (the
"Trust") and its adviser, Investments Technology, Inc. (the "Adviser"),
for the purpose of instructing all employees, officers, directors and
trustees of the Trust and/or the Adviser in their ethical obligations
and to provide rules for their personal securities transactions. All
such employees, officers, directors and trustees owe a fiduciary duty
to the Trust and its shareholders. A fiduciary duty means a duty of
loyalty, fairness and good faith towards the Trust and its
shareholders, and the obligation to adhere not only to the specific
provisions of this Code but to the general principles that guide the
Code. These general principles are:
* The duty at all times to place the interests of the Trust and its
shareholders first;
* The requirement that all personal securities transactions be
conducted in a manner consistent with the Code of Ethics and in
such a manner as to avoid any actual or potential conflict of
interest or any abuse of any individual's position of trust and
responsibility; and
* The fundamental standard that such employees, officers, directors
and trustees should not take inappropriate advantage of their
positions, or of their relationship with the Trust or its
shareholders.
It is imperative that the personal trading activities of the employees,
officers, directors and trustees of the Trust and the Adviser,
respectively, be conducted with the highest regard for these general
principles in order to avoid any possible conflict of interest, any
appearance of a conflict, or activities that could lead to disciplinary
action. This includes executing transactions through or for the benefit
of a third party when the transaction is not in keeping with the
general principles of this Code. All personal securities transactions
must also comply with the Adviser's Insider Trading Policy and
Procedures and the Securities & Exchange Commission's Rule 17j-1. Under
this rule, no Employee may:
* Employ any device, scheme or artifice to defraud the Trust or any
of its shareholders;
* Make to the Trust or any of its shareholders any untrue statement
of a material fact or omit to state to such client a material
fact necessary in order to make the statements made, in light
of the circumstances under which they are made, not misleading;
* Engage in any act, practice, or course of business which operates
or would operate as a fraud or deceit upon the Trust or any of
its shareholders; or
* Engage in any manipulative practice with respect to the Trust or
any of its shareholders.
II. Definitions
A. Advisory Employees: Employees who participate in or make
recommendations with respect to the purchase or sale of securities. The
Compliance Officer will maintain a current list of all Advisory
Employees.
B. Beneficial Interest: ownership or any benefits of
ownership, including the opportunity to directly or indirectly profit
or otherwise obtain financial benefits from any interest in a security.
C. Compliance Officer: Ramesh C. Jhaveri, or in the case of a
Pre-Clearance request by Ramesh C. Jhaveri or compliance procedures
related to Ramesh C. Jhaveri, the Compliance Officer shall be Saumil
Jhaveri.
D. Disinterested Trustees: trustees whose affiliation with the
Trust is solely by reason of being a trustee of the Trust.
E. Employee Account: each account in which an Employee or a member of
his or her family has any direct or indirect Beneficial Interest or
over which such person exercises control or influence, including, but
not limited to, any joint account, partnership, corporation, trust or
estate. An Employee's family members include the Employee's spouse,
minor children, any person living in the home of the Employee and any
relative of the Employee (including in-laws) to whose support an
Employee directly or indirectly contributes.
F. Employees: the employees, officers, and trustees of the Trust
and the employees, officers and directors of the Adviser, including
Advisory Employees. The Compliance Officer will maintain a current
list of all Employees.
G. Exempt Transactions: transactions which are 1) effected in an amount
or in a manner over which the Employee has no direct or indirect
influence or control, 2) pursuant to a systematic dividend reinvestment
plan, systematic cash purchase plan or systematic withdrawal plan, 3)
in connection with the exercise or sale of rights to purchase
additional securities from an issuer and granted by such issuer
pro-rata to all holders of a class of its securities, 4) in connection
with the call by the issuer of a preferred stock or bond, 5) pursuant
to the exercise by a second party of a put or call option, 6) closing
transactions no more than five business days prior to the expiration of
a related put or call option, 7) with respect to registered open-end
investment companies, or 8) involving less than 5,000 shares of a
security of a company with a market capitalization in excess of $1
billion and average daily trading volume of 250,000 shares on a listed
exchange, provided the applicable Fund transactions in the security do
not exceed 5,000 shares.
H. Funds: any series of the Trust.
I. Related Securities: securities issued by the same issuer or issuer
under common control, or when either security gives the holder any
contractual rights with respect to the other security, including
options, warrants or other convertible securities.
J. Securities: any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation
in any profit-sharing agreement, collateral-trust certificate,
pre-organization certificate or subscription, transferable share,
investment contract, voting-trust certificate, certificate of
deposit for a security, fractional undivided interest in oil, gas
or other mineral rights, or, in general, any interest or instrument
commonly known as a "security," or any certificate or interest or
participation in temporary or interim certificate for, receipt for,
guarantee of, or warrant or right to subscribe to or purchase
(including options) any of the foregoing; except for the following:
1) securities issued by the government of the United States,
2) bankers' acceptances, 3) bank certificates of deposit,
4) commercial paper, and 5) shares of any registered open-end
investment company.
K. Securities Transaction: the purchase or sale, or any action to
accomplish the purchase or sale, of a Security for an Employee Account.
III. Personal Investment Guidelines
A. Personal Accounts and Pre-Clearance
1. No Employee may execute a Securities Transaction without
first a) submitting the Pre-Clearance form to the
Compliance Officer and, b) obtaining Pre-Clearance from
the Compliance Officer. An Employee may not submit a
Pre-Clearance request if, to the Employee's knowledge at
the time of the request, a purchase or sell order in that
same Security or a Related Security is pending for a Fund
(unless the request relates to a Block Trade, as defined
below).
2. The Personal Investment Guidelines in this Section III do
not apply to Exempt Transactions, except that transactions
that qualify as Exempt Transactions under Section II (G)
(8) shall nevertheless be pre-cleared with the Compliance
Officer to confirm that they so qualify. Employees must
remember that regardless of the transaction's status as
exempt or not exempt, the Employee's fiduciary obligations
remain unchanged.
3. While trustees of the Trust are subject at all times to
the fiduciary obligations described in this Code, the
Personal Investment Guidelines and Compliance Procedures
in Sections III and IV of this Code apply to Disinterested
Trustees only if the trustee knew, or in the ordinary
course of fulfilling the duties of that position, should
have known, that during the fifteen days immediately
preceding or after the date of the trustee's transaction
that the same Security or a Related Security was or was to
be purchased or sold for a Fund or that such purchase or
sale for a Fund was being considered, in which case such
Sections apply only to such transaction.
B. Limitations on Pre-Clearance
1. After receiving a Pre-Clearance request, the Compliance
Officer will promptly review the request and will deny the
request if the Securities Transaction will violate this Code.
Discouraged Transactions under Section III (D) shall not be
considered to violate this code.
2. Employees may not execute a Securities Transaction on a day
during which a purchase or sell order in that same Security or
a Related Security is pending for a Fund unless the
transaction is executed along with a Fund's transaction (a
"Block Trade")
a) Securities Transactions executed in violation of this
prohibition shall be unwound or, if not possible or
practical, the Employee must disgorge to the Fund the
value received by the Employee due to any favorable
price differential received by the Employee. For
example, if the Employee buys 100 shares at $10 per
share, and the Fund buys 1000 shares at $11 per
share, the Employee will pay $100 (100 shares x $1
differential) to the Fund.
b) If a Block Trade is partially filled, the Block Trade
must be allocated on an equitable basis so that no
participant receives preferential treatment and all
participants share transaction costs on a pro rata
basis. The basis for such allocation must be
established prior to the entering of the order for
the Block Trade.
3. Pre-Clearance procedures apply to any Securities
Transactions in a private placement. In connection with a
private placement acquisition, the Compliance Officer will
take into account, among other factors, whether the
investment opportunity should be reserved for a Fund, and
whether the opportunity is being offered to the Employee
by virtue of the Employee's position with the Trust or the
Adviser. If the private placement acquisition is
authorized, the Compliance Officer shall retain a record
of the authorization and the rationale supporting the
authorization. Employees who have been authorized to
acquire securities in a private placement will, in
connection therewith, be required to disclose that
investment if and when the Employee takes part in any
subsequent investment in the same issuer. In such
circumstances, the determination to purchase Securities of
that issuer on behalf of a Fund will be subject to an
independent review by personnel of the Adviser with no
personal interest in the issuer.
4. Employees are prohibited from acquiring any Securities in
an initial public offering. This restriction is imposed in
order to preclude any possibility of an Employee profiting
improperly from the Employee's position with the Trust or
the Adviser.
C. Other Restrictions
1. Employees are prohibited from serving on the boards of
directors of publicly traded companies, absent prior
authorization in accord with the general procedures of
this Code. The consideration of prior authorization will
be based upon a determination that the board service will
be consistent with the interests of the Trust and the
Funds' shareholders. In the event that board service is
authorized, Employees serving as directors will be
isolated from other Employees making investment decisions
with respect to the securities of the company in question.
2. No Employee may accept from a customer or vendor an amount
in excess of $50 per year in the form of gifts or
gratuities, or as compensation for services. If there is a
question regarding receipt of a gift, gratuity or
compensation, it is to be reviewed by the Compliance
Officer.
D. Discouraged Transactions
Advisory Employees shall attempt to avoid executing a
Securities Transaction (other than a Block Trade) within
seven (7) calendar days before or after a transaction in
the same Security or a Related Security has been executed
on behalf of a Fund (a "Discouraged Transaction"). If the
Compliance Officer determines that a Discouraged
Transaction has occurred, the transaction shall be unwound
or, if not possible or practical, the Employee must
disgorge to the Fund the value received by the Employee
due to any favorable price differential received by the
Employee.
IV. Compliance Procedures
A. Employee Disclosure and Certification
1. Within ten (10) days of commencement of employment with
the Trust or the Adviser, each Employee must certify that
he or she has read and understands this Code and
recognizes that he or she is subject to it, and must
disclose the following information as of the date the
person became an Employee: a) the title, number of shares
and principal amount of each Security in which the
Employee has a Beneficial Interest when the person became
an Employee, b) the name of any broker/dealer with whom
the Employee maintained an account when the person became
an Employee, and the date the report is submitted.
2. Annually, each Employee must certify that he or she has
read and understands this Code and recognizes that he
or she is subject to it, that he or she has complied with
the requirements of this Code and has disclosed or
reported all personal Securities Transactions required
to be disclosed or reported pursuant to the requirements
of this Code. In addition, each Employee shall annually
provide the following information (as of a date no more
than 30 days before the report is submitted): a) the
title, number of shares and principal amount of each
Security in which the Employee had any Beneficial
Interest, b) the name of any broker, dealer or bank with
whom the Employee maintains an account in which any
Securities are held for the direct or indirect benefit
of the Employee, and 3) the date the report is submitted.
B. Pre-Clearance
1. Upon receiving a Pre-Clearance request, the Compliance
Officer will determine whether the Security the Employee
intends to purchase or sell is or was owned, or a Related
Security is or was owned, within the past seven (7) days
by a Fund, and whether there are any pending purchase or
sell orders for the Security or a Related Security. The
Compliance Officer will determine whether the Employee's
request violates any prohibitions set out in this Code.
2. If authorized, the Pre-Clearance is valid for orders
placed by the close of business on the second trading day
after the authorization is granted. If during the two day
period the Employee becomes aware that the trade does not
comply with this Code or that the statements made on the
request form are no longer true, the Employee must
immediately notify the Compliance Officer of that
information and the Pre-Clearance may be terminated.
C. Compliance
1. The Compliance Officer shall institute procedures to
review the reports required by this Section IV. The
Compliance Officer shall identify all access persons,
inform those persons of their reporting obligations, and
maintain a record of all current and former access
persons.
2. All Employees must direct their broker, dealer or bank
to send duplicate copies of all confirmations and
periodic account statements directly to the Compliance
Officer. Each Employee must report, no later than ten
(10) days after the close of each calendar quarter, on
the Securities Transaction Report form provided by the
Trust or the Adviser, all transactions in which the
Employee acquired or sold any direct or indirect
Beneficial Interest in a Security, including Exempt
Transactions, and certify that he or she has reported
all transactions required to be disclosed pursuant to
the requirements of this Code. The Securities
Transaction Report shall also identify any trading
account established by the Employee during the quarter
with a broker, dealer or bank.
3. The Compliance Officer will spot check the trading
confirmations provided by brokers to verify that the
Employee obtained any necessary Pre-Clearance for the
transaction. On a quarterly basis the Compliance
Officer will compare all confirmations with the
Pre-Clearance records, to determine, among other
things, whether a Fund owned the Securities at the time
of the transaction or purchased or sold the security
within seven (7) days of the transaction. The
Employee's annual disclosure of Securities holdings
will be reviewed by the Compliance Officer for
compliance with this Code, including transactions that
reveal a pattern of trading inconsistent with this
Code.
4. If an Employee violates this Code, the Compliance Officer
will report the violation to management personnel of the
Trust and the Adviser for appropriate remedial action
which, in addition to the actions specifically delineated
in other sections of this Code, may include a reprimand of
the Employee, or suspension or termination of the
Employee's relationship with the Trust and/or the Adviser.
5. The management personnel of the Trust will prepare an
annual report to the Trust's board of trustees that
summarizes existing procedures and any changes in the
procedures made during the past year and certify to the
Trust's Board of Trustees that the Adviser and the
Trust have each adopted procedures reasonably necessary
to prevent Employees from violating this Code. The
report will describe any issues existing under this
Code since the last report, including without
limitation, information about any material violations
of this Code, any significant remedial action during
the past year and any recommended procedural or
substantive changes to this Code based on management's
experience under this Code, evolving industry practices
or legal developments.
