BANK INVESTMENT FUND
CONFLICT OF INTEREST/
CODE OF ETHICS POLICY
General
This policy establishes the standards of ethical business behavior
and personal conduct for the members of the Board of Directors, officers
and employees of the Bank Investment Fund (the ``Corporation`` in
accordance with the provisions of Rule 17j-1 under the Investment
Company Act of 1940, as amended.
Every director, officer and employee of the Corporation shall avoid
any situation where their personal interest might conflict with, or even
appear to conflict with, the interests of the Corporation and which might
affect independent judgment thereon.
Each director, officer or employee is expected to report promptly
to the Chairman of the Board or the President the existence of any
relationship or interest which actually or potentially involves, or appears to
involve, a conflict of interest. This reporting shall also extend to the
general counsel of the Corporation, where applicable.
Each director, officer or employee shall also comply with all
requirements as to disclosure of conflicts of interest imposed by law and by
rules and regulations of organizations governing the Corporation`s
activities and shall comply with any prohibitions on his/her individual
activities if a conflict of interest exists.
The Corporation, its directors, officers and employees will at all
times address their responsibilities with the utmost of integrity and the
highest of ethical standards.
Compliance
The Corporation, through its officers, shall maintain knowledge of
and shall comply with all applicable laws, rules and regulations of any
government, governmental agency and regulatory organization governing
its professional, financial or business activities, as well as with this
policy. The primary regulatory agencies would be the Commissioner of Banks
for the Commonwealth of Massachusetts (state) and the Securities and
Exchange Commission (federal). Additional (secondary) federal and state
agencies may, or will, also be applicable in this regard on matters of
taxation, labor, etc.
No officer, director or employee, in accordance with Rule 17j-1,
shall: employ any device, scheme or artifice to defraud the Corporation;
make any untrue statement of material fact to the Corporation, omit to
make or disclose any material fact to the Corporation, or otherwise mislead
the Corporation; engage in any act, practice or course of business which
operates as a fraud or deceit upon the Corporation; or engage in any
manipulative practice with respect to the Corporation.
No officer, director or employee of the Corporation shall knowingly
participate in, or assist, any acts in violation of any applicable law, rule
or regulation of any government, governmental
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agency, or regulatory organization governing his/her professional, financial
or business activities, nor any act which would violate any provision of this
policy.
No officer, director or employee shall commit a criminal act that,
upon conviction, materially reflects adversely on his honesty,
trustworthiness or fitness for service to the Corporation, or engage in
conduct involving dishonesty, fraud, deceit or misrepresentation.
The officers of the Corporation shall exercise reasonable
supervision over those subordinate employees subject to their control to
prevent any violation by such persons of applicable statutes, regulations or
provisions of this policy. In so doing, the employee is entitled to rely upon
reasonable procedures established by the Corporation.
A Compliance officer may be designated by the Board of Directors
to review and test transactions for compliance with SEC regulations,
Massachusetts statute and the corporation`s own policies. An officer of
the corporation or an independent consultant may be designated. The
compliance officer will report directly to the Board of Directors. Reports
of review scope and finding will be presented at Quarterly Board meeting
commencing with the December, 2004 meeting. In the event that a
material violation is found, the compliance officer should expeditiously
communicate such finding to the Board of Directors by telephone,
facsimile, e-mail or overnight mail, as appropriate.
Performance Presentation
No officer, director or employee shall make any statements, orally
or in writing, which misrepresent the investment performance that the
Corporation (or any of its individual funds) has accomplished or can
reasonably be expected to achieve. Every reasonable effort should be made
to ensure that such performance information is fair, accurate and complete.
The Corporation will, at all times, comply with disclosure
requirements of the SEC, especially as they relate to yields and total
returns.
Outside Employment
No officer or employee shall undertake independent employment
which could result in compensation or other benefit in competition with the
Corporation unless he has received written consent from both the
Corporation and the person for whom he undertakes independent
employment, except to the extent that such officer or employee is
employed by The Co-operative Central Bank. (This section would apply
for a term of one year following employment termination with the
Corporation.)
Professional Conduct
Directors, officers and/or employees shall preserve the
confidentiality of any information that he/she may receive in the normal
course of the Corporation`s business which may be deemed insider or
confidential. In protecting the privacy of investors` account information,
the directors, officers and/or employees shall not share any non-public
information concerning our investor banks with any other party except as
necessary to process transactions or service accounts. Questions on
confidentiality may be directed to the President or Corporate Counsel.
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Directors, officers and/or employees shall use care and good
judgment to achieve and maintain corporate independence and objectivity.
Directors, officers and/or employees shall use care and good
judgment in determining applicable fiduciary duty and shall comply with
such duty as is owed.
Directors, officers or employees shall not accept gifts from service
providers whose value exceeds $100 without disclosure to and agreement
of management.
No director, officer or employee shall offer to pay, pay, offer to
accept or accept any compensation, fee or other benefit for investment
transactions, goods or services.
Personal Securities Transaction Reporting
Access persons will provide an initial listing to the review officer,
no later than ten days after becoming an access person, of any personal
securities holdings which are ``covered securities``, as defined in Section
2(a)(36) of the Investment Company Act of 1940. Within ten days after
the end of each quarter thereafter, a report (in the form of Exhibit A) must
be submitted to the review officer reporting certain securities transactions
(reportable) for the quarter then ended. The report should include the
name of the security, quantity, date of transaction, whether the security
was purchased or sold, the price, and the name of the broker-dealer
through which the transaction was performed. Reports need not include
mutual fund transactions, money market instruments, direct obligations of
the United States or of a U.S. government agency, purchase or sale of
securities affected in any account over which you or members of your
immediate family residing with you have no direct or indirect influence or
control, automatic dividend reinvestment, rights and tenders of securities
owned, options or futures on broad-based stock indexes (e.g., the S&P
500), gifts or bequests of securities (if these securities are later sold, the
restricted list and reporting requirements could apply), or commodities.
Each quarterly submission should include a statement indicating the
individual`s continuing compliance with policy. Quarterly reportable
security transactions are all securities except for the exempt categories
indicated above. An alternate review officer would receive and review the
quarterly reports required hereunder from the review officer; he/she may
also receive and review reports of other officers in the absence of the
review officer.
The approved list securities (restricted transactions securities) will
be continuously maintained by the Corporation and copies of the list will be
provided to access persons at quarter end. Additional interim copies of the
list will be provided upon request.
Access persons are restricted from making any purchases or sales of
securities on the approved securities list (restricted transaction securities)
within 15 days following the initial approved listing or within 15 days
following the purchase or sale of such listed security by the Corporation.
Access persons should also seek to avoid purchases and sales of such
securities within 15 days prior to any purchases and sales of such securities
by the Corporation. Access persons are encouraged to contact the review
officer for pre-approval of any individual proposed purchases and sales of
such securities.
Any questions on reporting or restrictions may be directed to the
review officer and/or corporate counsel.
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Review of Reports
The review officer shall compare the reported personal securities
transactions of each access person with portfolio transactions of the
Corporation to determine whether any transactions that violate this Code
may have occurred. In the case of reports of personal securities
transactions of the review officer, the alternate review officer shall perform
such comparison. Before making any determination that a violation has
been committed by any access person, the review officer (or alternate
review officer, as the case may be) shall provide such access person an
opportunity to supply additional explanatory material for the purposes of
demonstrating that such transactions did not violate this Code.
On an annual basis, the review officer shall prepare for the Board of
Directors a summary of the level of compliance by all access persons with
this Code during the previous year, including without limitation the
percentage of reports timely filed and the number and nature of all material
violations. Also on an annual basis, the review officer shall prepare a
report identifying any recommended changes to existing restrictions or
procedures based upon the Corporation`s experience under this Code,
evolving industry practices and developments in applicable laws or
regulations. The alternate review officer shall prepare reports with respect
to compliance by the review officer.
All reports of securities transactions and any other information filed
with the review officer pursuant to this Code shall be treated as
confidential, except that reports of securities transactions hereunder will be
made available to the Commission or any other regulatory or self-
regulatory organization to the extent required by law or regulation or to
the extent the Corporation considers necessary or advisable in cooperating
with an investigation or inquiry by the Commission or any other regulatory
or self-regulatory organization.
Sanctions
Sanctions for violation of this Code include, but are not limited to,
one or more of the following: removal or suspension from office,
termination of employment, a letter of censure and/or restitution to the
Corporation of an amount equal to the advantage that the offending person
gained by reason of such violation. In addition, as part of any sanction, the
access person may be required to reverse the trade(s) at issue and forfeit
any profit or absorb any loss from the trade. It is noted that violations of
this Code by an access person may also result in criminal prosecution or
civil action.
Communication Suspected Wrongdoing
Any officer, employee or other person who suspects any instances
of wrongdoing by the corporation, its officer(s) or its employee(s) should
not hesitate to communicate such suspicious activity or event to either
internally:
William Casey, President
Phillip Kimball, Comptroller and Compliance Officer
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At the Corporation offices:
75 Park Plaza
Boston, MA 02116-3934
By telephone:
617-695-0415
By Fax:
617-695-1464
By e-mail:
wcasey@bankinvestmentfund.com
pkimball@bankinvestmentfund.com
Or externally to:
Robert Terravecchia
Chairman of the Audit Committee
Address:
Weymouth Bank
744 Broad Street
East Weymouth, MA 02189-0004
By Telephone:
781-337-8000
By Fax:
781-340-0522
Special Note:
Persons are encouraged to timely report any suspicious activity and
will be protected from any retaliation for making such a report.
Definitions
As used herein, the following terms shall have the following
meaning:
``Access person`` with respect to the Corporation shall mean all
officers who participate in the daily operations of the Corporation.
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``Compliance Officer`` shall mean the officer of the corporation or
independent consultant designated from time to time to review and test
transactions for compliance with SEC regulations, Massachusetts statute
and the corporation`s policies.
``Review officer`` shall mean the officer of the Corporation
designated from time to time to receive and review reports of purchases
and sales by access persons.
``Alternate review officer`` shall mean the officer of the
Corporation designated from time to time to receive and review reports of
purchases and sales by the review officer and who shall act in all respects in
the manner prescribed herein for the review officer.
``Security`` shall have the same meaning as that set forth in Section
2(a)(36) of the Investment Company Act (in effect, all securities), except
that it shall not include securities issued by the Government of the United
States or an agency thereof within the meaning of Section 2(a)(16) of the
Investment Company Act, bankers` acceptances, bank certificates of
deposit, commercial paper, shares of registered open-end investment
companies and options on broad based market indices.
Responsibility
The primary accountability and responsibility for the Code of Ethics
and Conflict of Interest policy rests with each individual director, officer
and employee, and is demonstrated best by example what compliance with
this policy means.
ADOPTED: 9/18/97
LAST AMENDED: 9/25/03
REVIEWED AND APPROVED BY A VOTE OF THE BOARD OF
DIRECTORS OF THE BANK INVESTMENT FUND ON THE 16TH
DAY OF SEPTEMBER 2004.