EXHIBIT (P)(1)
CODE OF ETHICS FOR
DEVCAP TRUST
AS AMENDED AND RESTATED
JUNE 14, 2000
DEVCAP Trust (the "Investment Company") has determined to adopt this Code
of Ethics (the "Code"), to specify and prohibit certain types of personal
securities transactions deemed to create a conflict of interest and to establish
reporting requirements and preventive procedures pursuant to the provisions of
Rule 17j-1 (b) (1) under the Investment Company Act of 1940, as amended (the
"1940 Act").
I. DEFINITIONS
A. An "Access Person" means (i) any Trustee, Director, officer or
Advisory Person (as defined below) of the Investment Company or any
investment adviser thereof, or (ii) any director or officer of a
principal underwriter of the Investment Company who in the ordinary
course of his or her business, makes, participates in or obtains
information regarding the purchase or sale of securities for the
Investment Company for which the principal underwriter so acts or
whose functions or duties as part of the ordinary course of his or her
business relate to the making of any recommendation to the Investment
Company regarding the purchase or sale of securities; or (iii)
notwithstanding the provisions of clause (i) above, where the
investment adviser is primarily engaged in a business or businesses
other than advising registered investment companies or other advisory
clients, any trustee, director, officer or Advisory Person of the
investment adviser who, with respect to the Investment Company, makes
any recommendation or participates in the determination of which
recommendations shall be made, or whose principal function or duties
relate to the determination of which recommendations shall be made to
the Investment Company or who in connection with his or her duties,
obtains any information concerning securities recommendations being
made by such investment adviser to the Investment Company.
B. An "Advisory Person" means any employee of the Investment Company or
any investment adviser thereof (or of any company in a control
relationship to the Investment Company or such investment adviser),
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 the Investment Company or whose functions relate to
any recommendations with respect to such purchases or sales
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and any natural person in a control relationship with the Investment
Company or adviser who obtains information regarding the purchase or
sale of securities.
C. A "Portfolio Manager" means any person or persons with the direct
responsibility and authority to make investment decisions affecting
the Investment Company.
D. "Beneficial Ownership" shall be interpreted subject to the provisions
of Rule 16a-1(a) (exclusive of Section (a) (1) of such Rule) of the
Securities Exchange Act of 1934.
E. "Control" shall have the same meaning as set forth in Section 2 (a)
(9) of the 1940 Act.
F. "Disinterested Trustee" means a Trustee who is not an "interested
person" of the Investment Company within the meaning of Section 2 (a)
(19) of the 1940 Act. An "interested person" includes any person who
is a trustee, director, officer or employee of any investment adviser
of the Investment Company, or owner of 5% or more of the outstanding
stock of any investment adviser of the Investment Company. Affiliates
of brokers or dealers are also "interested persons", except as
provided in Rule 2 (a) (19) (1) under the 1940 Act.
G. "Review Officer" is the person designated by the Investment Company's
Board of Trustees to monitor the overall compliance with this Code.
In the absence of any such designation the Review Officer shall be the
Treasurer or any Assistant Treasurer of the Investment Company. As of
the date hereof, the Review Officer is a designee of Sunstone
Financial Group, Inc.
H. "Preclearance Officer" is the person designated by the Investment
Company's Board of Trustees to provide preclearance of any personal
security transaction as required by this Code. As of the date hereof,
the Preclearance Officer is Joseph St. Clair.
I. "Purchase or sale of a security" includes, among other things, the
writing of an option to purchase or sell a security or the purchase or
sale of a future or index on a security or option thereon.
J. "Security" shall have the meaning as set forth in Section 2 (a) (36)
of the 1940 Act (in effect, all securities), except that it shall not
include securities issued by the U.S. Government (or any other "other
"government security" as that term is defined in the 1940 Act),
bankers' acceptances, bank certificates of deposit, commercial paper
and such other money market Instruments as may be designated
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by the Trustees of the Investment Company, and shares of registered
open-end investment companies.
K. A security is "being considered for purchase or sale when a
recommendation to purchase or sell the security has been made and
communicated and, with respect to the person making the
recommendation, when such person seriously considers making such a
recommendation.
II. STATEMENT OF GENERAL PRINCIPLES
The following general fiduciary principles shall govern the personal
investment activities of all Access Persons.
Each Access Person shall:
A. at all times, place the interests of the Investment Company before his
or her personal interests;
B. conduct all personal securities transactions in a manner consistent
with this Code, so as to avoid any actual or potential conflicts of
interest, or an abuse of position of trust and responsibility; and
C. not take any inappropriate advantage of his or her position with or on
behalf of the Investment Company.
III. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES
A. Blackout Periods
1. No Access Person (other than a Disinterested Trustee) shall
purchase or sell, directly or indirectly, any security in which
he or she has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership on a day during which he
or she has actual knowledge that the Investment Company has a
pending "buy" and "sell" order in that same security until that
order is executed or withdrawn.
2. No Advisory Person or Portfolio Manager shall purchase or sell,
directly or indirectly, any security in which he or she has, or
by reason of such transaction acquires, any direct or indirect
beneficial ownership within at
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least seven calendar days before and after the Investment Company
trades (or has traded) in that security.
B. Initial Public Offerings
No Advisory Person shall acquire any security in an initial public
offering for his or her personal account.
C. Private Placements
With regard to private placements, each Advisory Person shall:
1. obtain express prior written approval from the Review Officer for
any acquisition of securities in a private placement (the Review
Officer, in making such determination, shall consider, among
other factors, whether the investment opportunity should be
reserved for the Investment Company, and whether such opportunity
is being offered to such Advisory Person by virtue of his or her
position with the Investment Company); and
2. after authorization to acquire securities in a private placement
has been obtained, disclose such personal investment with respect
to any subsequent consideration by the Investment Company.
If the Investment Company decides to purchase securities of an issuer
the shares of which have been previously obtained for personal
investment by an Advisory Person, that decision shall be subject to an
independent review by Advisory Persons with no personal interest in
the issuer.
D. Short-Term Trading Profits
No Advisory Person shall profit from the purchase and sale, or sale
and purchase, of the same (or equivalent) securities of which such
Advisory Person has beneficial ownership within 60 calendar days. Any
profit so realized shall, unless the Investment Company's Board of
Trustees approves otherwise, be disgorged as directed by the
Investment Company's Board of Trustees.
E. Gifts
No Advisory Person shall receive any gift or other things of more than
de minimis value from any person or entity that does business with or
on behalf of the Investment Company.
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F. Service as Directors or Trustees
1. No Advisory Person shall serve on a board of directors or
trustees of a publicly traded company without prior authorization
from the Board of Trustees of the Investment Company, based upon
a determination that such board service would be consistent with
the interests of the Investment Company and its investors.
2. If board service of an Advisory Person is authorized by the Board
of Trustees of the Investment Company such Advisory Person shall
be isolated from the investment-making decisions of the
Investment Company with respect to the companies of which he or
she is a director or trustee.
G. Exempted Transactions
The prohibitions of Section III shall not apply to:
1. purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or control;
2. purchases or sales that are non-volitional on the part of the
Access Person or the Investment Company, including mergers,
recapitalization or similar transactions;
3. purchases which are part of an automatic divided reinvestment
plan;
4. 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;
5. purchases and sales that receive prior approval in writing by the
Preclearance Officer as (a) only remotely potentially harmful to
the Investment Company because they would be very unlikely to
affect a highly institutional market, (b) clearly not
economically related to the securities to be purchased or sold or
held by the Investment Company or client, and (c) not
representing any danger of the abuses proscribed by Rule l7j-1,
but only if in each case the prospective purchaser has identified
to the Review Officer all factors of which he or she is aware
which are potentially relevant to a conflict of interest
analysis, including the existence of any substantial economic
relationship between his or her transaction and securities held
or to be held by the Investment Company; and
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6. purchases and sales in which an Access Person has, or by reason
of such transaction acquires, any direct or indirect beneficial
ownership on a day during which he or she did not have actual
knowledge that the Investment Company had a pending "buy" and
"sell" order in that same security. This paragraph applies to
any Access Person who, in the ordinary course of his or her
business, does not make, participate in or obtain information
regarding the purchase or sale of securities for the Investment
Company. With respect to the Investment Company, certain of the
Access Persons are not in a position to obtain this information.
IV. COMPLIANCE PROCEDURES
A. Preclearance
An Access Person (other than a Disinterested Trustee) may not,
directly or indirectly, acquire or dispose of beneficial ownership of
a security except as provided below unless:
1. such purchase or sale has been approved by the Preclearance
Officer;
2. the approved transaction is completed on the same day approval is
received; and
3. the Preclearance Officer has not rescinded such approval prior to
execution of the transaction.
Each Access Person may effect total purchases and sales of any
individual security of an S&P 500 company involving less than
$100,000, or of any individual NASDAQ security (other than S&P 500
companies securities) involving less than $50,000 within any six month
period without preclearance from the Board of Trustees or the
Preclearance Officer, provided that:
4. The six month period is a "rolling" period, i.e., the limit is
applicable between any two dates which are six months apart;
5. Transactions in options and futures, other than options or
futures on commodities, will be included for purposes of
calculating whether the limits described in this section has been
exceeded. Such transactions will be measured by the value of the
securities underlying the options and futures; and
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6. Although preclearance is not required for personal transactions
in securities which fall into this exception, these trades must
still be reported on a quarterly basis pursuant to Section IV
hereunder, if such transactions are reportable.
7. Access Persons need not obtain approval for transactions
involving 500 shares or less of securities (i) with an average
monthly trading volume of 100 million shares or more, or (ii) of
an issuer that has a market capitalization (outstanding shares
multiplied by current price per share) of $1 billion or greater).
In addition, an Access Person need not obtain written permission
to engage in (i) exempted transactions, as set forth in Section
III.G, or (ii) transactions involving securities which are
excluded from the definition of "Security" as defined in this
Code.
B. Reporting
1. Coverage: All Access Persons must submit the reports attached
hereto and as set forth below. Attached hereto as Attachment B,
is an Access Person List, which provides a list of Access Persons
of the Trust. In addition, a Certification to the Board of
Trustees as described below must be submitted on Attachment D.
2.
a) Initial and Annual Holdings Reports (Attachment C)
All Access Persons must file a completed Initial and Annual
Holdings Report (to be updated by filing a Transaction/New
Account Report, in the form of Attachment C hereto, within
ten days (10) of commencement of their employment, or
otherwise becoming subject to this Code, and thereafter on
an annual basis following the end of the calendar year in
compliance with Rule 17j-1. The information must be current
as of a date not more than 30 days before the report is
submitted.
New employees will be required to provide a listing of all
non-exempt securities holdings, as of the date of
commencement of employment, as well as a listing of all
outside brokerage accounts.
b) Transaction/New Account Report (Attachment A)
All Access Persons must file a completed Transaction/New
Account Report, in the form of Attachment A hereto, within
ten (10) calendar days after (i) opening an account with a
broker,
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dealer or bank in which covered securities are held, or (ii)
entering into any personal securities transactions in which
an Access Person has any direct or indirect beneficial
ownership.
Access Persons must file a Report during the time frame
described above even if such person made no purchases or
sales of securities during the period covered by the report.
Any officer or director exempt from preclearance is subject
to the quarterly reporting requirements.
c) Quarterly Transaction Reports (Attachment A)
Rule 17j-1 requires Access Persons to report personal
securities transactions to the Designated Supervisory Person
at least quarterly ("quarterly transaction reports") by
filing a completed Transaction/New Account Report.
Quarterly transaction reports are required to be submitted
no later than ten (10) days after the end of the calendar
quarter.
An Access Person who by virtue of being a trustee is an
Independent Trustee shall be required to report a
transaction on Attachment A only if such person, at the time
of that transaction, knew, or in the ordinary course of
fulfilling his/her official duties as trustee should have
known, that during the 15-day period immediately preceding
or after the date of the transaction by such person, the
security such person purchased or sold is or was purchased,
or sold by such company or was being considered for purchase
or sale by such company or its investment adviser or sub-
adviser.
d) Access Person Certification Form (Attachment D)
In accordance with the Access Person Certification Form (the
"Certification"), attached hereto as Attachment D, all
trustees, officers, Access Persons and all employees of the
Trust must certify that they have read thoroughly,
understand and agree to abide by the conditions set forth in
the Trust's Code of Ethics and that he or she has disclosed
or reported all personal securities transactions pursuant to
the requirements of the Code.
<PAGE>
All such Access Persons shall file reports, even when no
transactions have been effected, representing that
no transactions subject to reporting requirements were
effected.
C. Review
In reviewing transactions, the Review Officer shall take into account
the exemptions allowed under Section III.G hereunder. Before making a
determination that a violation has been committed by an Access Person,
the Review Officer shall give such person an opportunity to supply
additional information regarding the transaction in question.
D. Disclosure of Personal Holdings
All Advisory Persons shall disclose all personal securities holdings
upon commencement of employment and thereafter on an annual basis.
V. REQUIREMENTS FOR DISINTERESTED TRUSTEES
A. Every Disinterested Trustee shall file with the Review Officer a
quarterly report indicating that he or she had no reportable
transactions or a report containing the information required hereunder
with respect to transactions (other than exempted transactions listed
under Section III.G hereunder) in any securities in which such person
has, or by reason of such transactions acquires, any direct or
indirect beneficial ownership, if such Trustee, at the time of that
transaction, knew or should have known, in the ordinary cause of
pursuing his or her official duties as Trustee, that during the 15 day
period immediately preceding or after the transaction by the Trustee:
1. such security was being purchased or sold by the Investment
Company; or
2. such security was being considered for purchase or sale by the
Investment Company.
3. All Disinterested Trustees shall file reports, even when
no transactions have been effected, representing that
no transactions subject to reporting requirements were effected.
B. Notwithstanding the preceding section, any Disinterested Trustee
may at his or her option, report the information described in
Section IV. hereunder with respect to any one or more transactions and
may include a statement that the report shall not be construed as an
admission that the person knew or should have known of portfolio
transactions by the Investment Company in such securities.
<PAGE>
VI. REVIEW BY THE BOARD OF TRUSTEES
At least annually, the Review Officer shall report to the Board of Trustees
regarding:
A. All existing procedures concerning Access Persons' personal trading
activities and any procedural changes made during the past year;
B. Any recommended changes to the Investment Company's Code of Ethics of
procedures; and
C. A summary of any violations which occurred during the past year with
respect to which significant remedial action was taken.
VII. SANCTIONS
A. Sanctions for Violations by Access Persons
If the Review Officer determines that a violation of this Code has.
occurred, he or she shall so advise the Board of Trustees and the
Board may impose such sanctions as it deems appropriate, including,
inter alia, disgorgement of profits, censure, suspension or
termination of the employment of the violator. All material violations
of the Code and any sanctions imposed as a result thereof shall be
reported periodically to the Board of Trustees.
B. Sanctions for Violations by Disinterested Trustees
If the Review Officer determines that any Disinterested Trustee has
violated this Code, he or she shall so advise the President of the
Investment Company and also a committee consisting of the
Disinterested Trustees (other than the person whose transaction is an
issue) and shall provide the committee with a report, including the
record of pertinent actual or contemplated portfolio transactions of
the Investment Company and any additional information supplied by the
person whose transaction is at issue. The committee, at its option
shall either impose such sanctions as it deems appropriate or refer
the matter to the full Board of Trustees of the Investment Company
which shall impose such sanctions as it deems appropriate.
VIII. MISCELLANEOUS
A. Access Persons
<PAGE>
The Review Officer of the Investment Company will identify all Access
Persons who are under a duty to make reports to the Investment Company
and will inform such persons of such duty. Any failure by the Review
Officer to notify any person of his or her duties under this Code
shall not relieve such person of his or her obligations hereunder.
B. Records
The Investment Company's administrator shall maintain records in the
manner and to the extent set forth below, which records may be
maintained on microfilm under the conditions described in Rule 31a-
2(f) under the 1940 Act, and shall be available for examination by
representatives of the Securities and Exchange Commission ("SEC"):
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;
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 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 required, or within the past five
years have been required, to make reports pursuant to this Code
shall be maintained in an easily accessible place.
C. Confidentiality
All reports of securities transactions and any other information filed
pursuant to this Code shall be treated as confidential, except to the
extent required by law.
D. Interpretation of Provisions
The Board of Trustees of the Investment Company may from time to time
adopt such interpretations of this Code as it deems appropriate.
<PAGE>
<TABLE>
<CAPTION>
ATTACHMENT A
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DEVCAP TRUST
TRANSACTION/NEW ACCOUNT REPORT
OF SECURITIES TRANSACTIONS
FOR QUARTER ENDING , 2000
----------------
To:
----------------------
During the quarter referred to above, the following transactions were effected in securities which are required to be reported by
the Fund's Code of Ethics and Rule 17j-1 under the Investment Company Act of 1940, as amended, where I had, or by reason of such
transactions acquired, direct or indirect beneficial ownership.
Note: In lieu of entering the information requested below, you may attach a copy of each confirmation statement or monthly account
statements from the broker, dealer, or bank maintaining your securities account(s).
NAME OF DATE ACCOUNT PURCHASE OR NO. OF SHARES OR PURCHASE/SALE BROKER, DEALER
SECURITY/CUSIP ESTABLISHED TRADE DATE SALE PRINCIPAL AMOUNT PRICE OR BANK
NUMBER OF SECURITY
<S> <C> <C> <C> <C> <C> <C>
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Fill out all trade details completely. The date should include the month, day and year. If no reportable transactions have
occurred, please answer "NONE."
This report excludes (1) transactions of which I had no direct or indirect influence or control, (2) other transactions not required
to be reported (i.e., U.S. Government securities, commercial paper, bank obligations and shares in open end investment companies),
and (3) is not an admission that I have or had any direct beneficial ownership of the securities listed above.
------------------------------------- -------------------------------------
Date Filed Signature
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Reason for Approval Print Name
------------------------------------- -------------------------------------
Approval Date Title
Permission Denied
-------------------
Denial Date
--------------------------
</TABLE>
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<TABLE>
<CAPTION>
ATTACHMENT B
DEVCAP TRUST
CODE OF ETHICS
INITIAL AND ANNUAL HOLDINGS REPORT
Name/Address
of Broker- Account Account Security Date Account Number of
Dealer or Bank Name Number Description Established Securities Held
-------------- ----- ------ ----------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Attached are the covered securities beneficially owned by me as of the date of this Initial and Annual Holdings Report.
----------------------------
Print or Type Name
----------------------------
Signature
----------------------------
Date
</TABLE>
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ATTACHMENT C
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DEVCAP TRUST
ACCESS PERSON LIST
The following Covered Persons are considered Access Persons, as defined in
Rule 17j-1 of the 1940 Act, under the DEVCAP Trust Code of Ethics.
ACCESS PERSONS INCLUDE: ANY DIRECTOR, OFFICER, OR GENERAL PARTNER OF THE
FUND OR OF THE FUND'S INVESTMENT ADVISER, OR ANY EMPLOYEE OF THE FUND OR OF
THE FUND'S INVESTMENT ADVISER OR ANY DIRECTOR, OFFICER, OR GENERAL PARTNER
OF THE PRINCIPAL UNDERWRITER OF THE FUND1.
Dated: , 2000.
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1/ The actual names of the Access Persons will be provided supplementally. A
list of such names will be kept with the Board of Trustees of the Trust,
and may be amended from to time, as required.
<PAGE>
ATTACHMENT D
------------
DEVCAP TRUST
CODE OF ETHICS
INITIAL AND ANNUAL CERTIFICATION
BY ACCESS PERSONS AND
CERTIFICATION TO DEVCAP TRUST BOARD
DEVCAP Trust (the "Trust") requires that all directors, officers and
employees of the Trust ("Access Persons") certify that they have read
thoroughly, understand and agree to abide by the conditions set forth in the
Trust's Code of Ethics (the "Code"). If such employees are deemed to be Access
Persons under the Code, they are required to submit Initial and Annual Holdings
Reports, as well as Transaction/New Account Reports to the Designated
Supervisory Persons, listing all personal securities transactions in Covered
Securities2 for all such accounts in which the Access Person has any direct or
indirect beneficial interest within ten (10) days of entering into any such
transactions. Access Persons must direct their broker, dealer or bank(s) to
send duplicate trade confirmations and statements of all such personal
securities transactions within five business days following the date of such
purchase, directly to the Compliance Officer who compares them to the required
Transaction/New Account Reports. Additionally, the Designated Supervisory
Persons undertake a quarterly review of all Access Person's personal securities
transactions.
I have read and understand the Code of Ethics. I hereby agree to certify
on an annual basis that I have complied with the requirements of the Code and
that I have disclosed or reported all personal securities transactions required
to be disclosed or reported pursuant to the requirements of the Code.
------------------------------ -------------, 2000
Type or Print Name Date
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Signature of Access Person
The undersigned hereby certifies that the Trust has adopted Procedures
designed to be reasonably necessary to prevent Access Persons from violating the
Trust's Code and the required provisions of Rule 17j-1 under the Investment
Company Act of 1940, as amended.
------------------------------ -------------, 2000
Designated Supervisory Person Date
DEVCAP Trust
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2 Covered Security means a security as defined in section 2(a)(36) of the Act
[15 U.S.C.80a-2(a)(36)], except that it does not include:
(i) Direct obligations of the Government of the United States;
(ii) Bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements; and
(iii) Shares issued by open-end funds.
<PAGE>
ATTACHMENT E
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ACCESS PERSON PRECLEARANCE REQUEST FORM
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DESIGNATED SUPERVISORY PERSON:
ON EACH OF THE DATES PROPOSED BELOW, I HEREBY REQUEST PERMISSION TO EFFECT
A TRANSACTION IN THE SECURITIES INDICATED BELOW ON BEHALF OF MYSELF, MY
IMMEDIATE FAMILY (AS DEFINED IN THE CODE OF ETHICS OF DEVCAP TRUST (THE "CODE")
ADOPTED PURSUANT TO RULE 17J-1 UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED, TRUSTS OF WHICH I AM TRUSTEE OR ANOTHER ACCOUNT IN WHICH I HAVE A
BENEFICIAL INTEREST OR LEGAL TITLE, AND WHICH ARE REQUIRED TO BE PRE-APPROVED
PURSUANT TO THE CODE.
<TABLE>
<CAPTION>
(USE APPROXIMATE DATES AND AMOUNTS OF PROPOSED TRANSACTIONS.)
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NO. OF NATURE OF
PROPOSED SHARES OR DOLLAR TRANSACTION BROKER/
NAME OF DATE OF PRINCIPAL AMOUNT OF (PURCHASE, DEALER OR
SECURITY TRANSACTION AMOUNT TRANSACTION SALE, OTHER) BANK PRICE
<S> <C> <C> <C> <C> <C> <C>
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</TABLE>
PRINT
NAME:
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TITLE:
----------------------------
DATE
FILED: SIGNATURE:
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REASON PERMISSION PERMISSION DENIED
GRANTED:
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APPROVAL DENIAL
DATE: DATE:
--------------------------- -----------------------------
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