BHIRUD FUNDS INC. - THE APEX MID CAP GROWTH FUND
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
(Adopted September 28, 2004)
I. COVERED OFFICERS/PURPOSE OF THE CODE
This Code of Ethics (this "Code") for The Bhirud Funds Inc. (the
"Corporation") applies to the Corporation's Principal Executive Officer and
Principal
Financial Officer and others serving similar functions (the "Covered Officers"
each of whom is set forth in Exhibit A) for the purpose of promoting:
A. honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
B. full, fair, accurate, timely, and understandable disclosure in reports and
documents that the Corporation files with, or submits to, the Securities and
Exchange Commission ("SEC") and in other public communications made by the
Corporation or any of its separate series (each, a "Fund");
C. compliance with applicable governmental laws, rules, and regulations;
D. prompt internal reporting of violations of the Code to an appropriate
person or persons identified in the Code; and
E. accountability for adherence to the Code. This Code applies to the
Corporation's principal executive officer, principal financial officer,
principal accounting officer, or persons performing similar functions,
regardless of whether these individuals are employed by the Corporation or a
third party (collectively, "Covered Officers"). The Corporation's Covered
Officers are those individuals listed in Appendix A, attached Hereto.
Each Covered Officer should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF
INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private
interests interfere with the interests of, or the Covered Officer's service
to, the Company. For example, a conflict of interest would arise if a Covered
Officer, or a member of the Covered Officer's family, receives improper personal
benefits as a result of the Covered Officer's position with the Company.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Company and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment Company Act") and
the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with the Company because
of their status as "affiliated persons" of the Company. This Code does not, and
is not intended to, repeat or replace any compliance programs and procedures of
the Company or the investment adviser designed to prevent, or identify and
correct, violations of the Investment Company Act and the Investment Advisers
Act.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Corporation and the investment adviser or the administrator of which
a Covered Officer is also an officer or employee. As a result, this Code
recognizes that the Covered Officers will, in the normal course of their duties,
whether formally for the Company and/or for the adviser or the administrator, be
involved in establishing policies and implementing decisions that will have
different effects on the adviser or the administrator and the Company. The
participation of the Covered Officers in such activities is inherent in the
contractual relationship between the Corporation and the adviser or the
administrator and is consistent with the performance by the Covered Officers of
their duties as officers of the Company. Thus, if performed in conformity with
the provisions of the Investment Company Act and the Investment Advisers Act,
such activities will be deemed to have been handled ethically. In addition, it
is recognized by the Company's Board of Trustees (the "Board") that the Covered
Officers may also be officers or employees of one or more investment companies
covered by other codes.
Other conflicts of interest are covered by this Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act. The following list provides examples of
conflicts of interest under this Code, but Covered Officers should keep in mind
that these examples are not exhaustive. The overarching principle is that the
personal interest of a Covered Officer should not be placed improperly before
the interest of the Company.
Each Covered Officer must:
o not use personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Company
whereby the Covered Officer would benefit personally to the detriment of
the Company;
o not cause the Company to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the benefit
of the Company;
o not use material non-public knowledge of portfolio transactions made or
contemplated for the Company to trade personally or cause others to trade
personally in contemplation of the market effect of such transactions;
o report at least annually any affiliations or other relationships related
to conflicts of interest that the Company's Trustees and Officers
Questionnaire covers.
There are some conflict of interest situations that should always be
discussed with the compliance officer of the Company appointed by the Board (the
"Compliance Officer"), if material. Examples of these include:
o service as a director on the board of any public company;
o the receipt of any non-nominal gifts;
o the receipt of any entertainment from any company with which the Company
has current or prospective business dealings unless such entertainment is
business-related, reasonable in cost, appropriate as to time and place, and
not so frequent as to raise any questions of impropriety;
o any ownership interest in, or any consulting or employment relationship
with, any of the Company's service providers, other than its investment
adviser, principal underwriter, administrator or any affiliated person
thereof; and
o a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Company for effecting portfolio transactions
or for selling or redeeming shares other than an interest arising from the
Covered Officer's employment, such as compensation or equity ownership.
III. DISCLOSURE AND COMPLIANCE
o Each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to the Company.
o Each Covered Officer should not knowingly misrepresent, or cause others to
misrepresent, facts about the Company to others, whether within or outside
the Company, including to the Company's directors and auditors, and to
governmental regulators and self-regulatory organizations.
o Each Covered Officer should, to the extent appropriate within the Covered
Officer's area of responsibility, consult with other officers and employees
of the Company and of the adviser or the administrator with the goal of
promoting full, fair, accurate, timely and understandable disclosure in the
reports and documents the Company files with, or submits to, the SEC and in
other public communications made by the Company.
o It is the responsibility of each covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules and
regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of this Code (or thereafter as applicable, upon becoming a
Covered Officer), affirm in writing to the Board, in substantially the form
set forth on Exhibit B, that the Covered Officer has received, read, and
understands this Code;
o annually thereafter affirm to the Board, in substantially the form set
forth on Exhibit C, that the Covered Officer has complied with the
requirements of this Code;
o not retaliate against any other Covered Officer or any employee of the
Company or their affiliated persons for reports of potential violations
that are made in good faith; and
o notify the Compliance Officer for the Company promptly if the Covered
Officer knows of any violation of this Code. Failure to do so is itself a
violation of this Code.
The Compliance Officer for the Company is responsible for applying this Code to
specific situations in which questions are presented under it and has the
authority to interpret this Code in any particular situation. However, any
approvals or waivers sought by a Covered Officer will be considered by the Audit
Committee (the "Committee"), which will make recommendations to the Board.
The Company will follow these procedures in investigating and enforcing
this Code:
o the Compliance Officer for the Company will take all appropriate action to
investigate any potential violations reported to the Compliance Officer;
o the Compliance Officer will review with the outside legal counsel to the
Company the findings and conclusions of such investigation;
o if, after such investigation and review, the Compliance Officer believes
that no violation has occurred, the Compliance Officer is not required to
take any further action;
o any matter that the Compliance Officer believes is a violation will be
reported to the Committee;
o if the Committee concurs that a violation has occurred, it will inform and
make a recommendation to the Board, which will consider appropriate action,
which may include review of, and appropriate modifications to, applicable
policies and procedures (including changes to this Code); notification of
the violation to appropriate personnel of the investment adviser or the
administrator or its board; or a recommendation to take disciplinary action
against the Covered Officer, which may include, without limitation,
dismissal;
o the Board will be responsible for granting waivers, as appropriate; and
o any changes to or waivers of this Code will, to the extent required, be
disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Company for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Company, the Company's adviser, principal
underwriter, the administrator or other service providers govern or purport to
govern the behavior or activities of the Covered Officers who are subject to
this Code, they are superseded by this Code to the extent that they overlap or
conflict with the provisions of this Code. The Company's and its investment
adviser's and principal underwriter's codes of ethics under Rule 17j-1 under the
Investment Company Act are separate requirements applying to the Covered
Officers and others, and are not part of this Code.
VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Board, including a majority of
independent trustees.
VII. CONFIDENTIALITY
To the extent possible, all records, reports and other information
prepared, maintained or acquired pursuant to this Code will be treated as
confidential, it being understood that it may be necessary or advisable, that
certain matters be disclosed to third parties (e.g., to the board of directors
or officers of the adviser or the administrator).
VIII. INTERNAL USE
This Code is intended solely for the internal use by the Company and does
not constitute an admission, by or on behalf of the Company, as to any fact,
circumstance, or legal conclusion.
EXHIBIT A
BHIRUD FUNDS INC. - THE APEX MID CAP GROWTH FUND
Covered Officers
Suresh L. Bhirud, Chairman, President
Harish L. Bhirud, Vice president, Chief Compliance Officer.
EXHIBIT B
BHIRUD FUNDS INC. - THE APEX MID CAP GROWTH FUND
COVERED OFFICER AFFIRMATION OF UNDERSTANDING
In accordance with Section IV of the Code of Ethics for Principal Executive and
Senior Financial Officers (the "Code"), the undersigned Covered Officer of the
Company (as defined in the Code) hereby affirms to the Board that the Covered
Officer has received, read, and understands the Code.
Date:
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Covered Officer
EXHIBIT C
BHIRUD FUNDS INC. - THE APEX MID CAP GROWTH FUND
COVERED OFFICER ANNUAL AFFIRMATION
For the period _______, 2003 to ________, 2004
In accordance with Section IV of the Code of Ethics for Principal Executive and
Senior Financial Officers (the "Code"), the undersigned Covered Officer of the
Company (as defined in the Code) hereby affirms to the Board that the Covered
Officer, at all times during the period for which this affirmation is given, has
complied with each of the requirements of the Code.
Date:
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Covered Officer