EX-99.CODE ETH
THE WEISS FUND
(THE "FUND")
CODE OF ETHICS UNDER THE SARBANES-OXLEY ACT
I. INTRODUCTION
The Board of Trustees of the Fund has established this Code of Ethics (the
"Code") in accordance with the Sarbanes-Oxley Act of 2002 and the rules
promulgated thereunder. This Code does not supersede or otherwise affect the
separate codes of ethics that the Fund and its investment adviser have adopted
pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the
"1940 Act").
This Code is designed to deter wrongdoing and promote:
(i) honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
(ii) full, fair, accurate, timely, and understandable disclosure in
reports and documents that the Fund files with, or submits to,
the Securities and Exchange Commission ("SEC") and in other
public communications made by the Fund;
(iii) compliance with applicable governmental laws, rules, and
regulations;
(iv) the prompt internal reporting of violations of the Code to an
appropriate person or persons; and
(v) accountability for adherence to the Code.
The Code applies to the Fund's principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are employed by the
Fund or a third party (collectively, "Covered Officers," each of whom is set
forth in Exhibit A). For the purposes of this Code, the Review Officer is
Leslie-Anne Moore.
II. PRINCIPLES OF HONEST AND ETHICAL CONDUCT
A. General Objectives
The Fund expects its Covered Officers to adhere to the highest possible
standards of honest and ethical conduct. All Covered Officers are expected to
handle actual or apparent conflicts of interest between personal and
professional relationships in a manner that is above reproach, and to place the
interests of the Fund above their own personal interests.
B. Conflicts of Interest
All Covered Officers should be scrupulous in avoiding a conflict of interest
with regard to the Fund's interests. A conflict of interest occurs when an
individual's private interest interferes in any way -- or even appears to
interfere -- with the interests of the Fund. A conflict situation can arise when
a Covered Officer takes actions or has interests that may make it difficult to
perform his or her work for the Fund objectively and effectively. Conflicts of
interest also arise when a Covered Officer, or a member of his or her family,
receives improper benefits as a result of his or her position with the Fund,
whether such benefits are received from the Fund or a third party. ANY CONFLICT
OF INTEREST THAT ARISES IN A SPECIFIC
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SITUATION OR TRANSACTION MUST BE DISCLOSED BY THE COVERED OFFICER TO THE REVIEW
OFFICER AND RESOLVED BEFORE TAKING ANY ACTION.
Conflicts of interest may not always be evident, and Covered Officers should
consult with the Review Officer or the Fund's legal counsel if they are
uncertain about any situation.
Examples of possible conflicts of interest include:
1. Outside Employment or Activities
Covered Officers may not engage in any outside employment or activity that
interferes with their performance or responsibilities to the Fund or is
otherwise in conflict with or prejudicial to the Fund. A Covered Officer must
disclose to the Review Officer any outside employment or activity that may
constitute a conflict of interest and obtain the Review Officer's approval
before engaging in any such employment or activity.
2. Gifts
Covered Officers may not accept gifts or other items of more than de minimis
value from any person or entity that does business with or on behalf of the
Fund.
3. Other Situations
Because other conflicts of interest may arise, it would be impractical to
attempt to list all possible situations in this Code. If a proposed transaction
or situation raises any questions or doubts, a Covered Officer should consult
with the Review Officer or Fund counsel before engaging in the transaction or
activity.
C. Corporate Opportunities
Covered Officers may not exploit for their own personal gain, or for the
personal gain of their family members or relatives, opportunities that are
discovered through the use of Fund property, information, or position, unless
the opportunity is first disclosed fully in writing to the Board of Trustees and
the Board of Trustees declines to pursue such opportunity.
III. FULL, FAIR, ACCURATE, TIMELY, AND UNDERSTANDABLE DISCLOSURE IN FUND
DISCLOSURE AND REPORTING DOCUMENTS
As a registered investment company, it is of critical importance that the Fund's
public communications, reports, and SEC filings contain full, fair, accurate,
timely, and understandable disclosure. Accordingly, the Fund's Covered Officers
are expected to consider it central to their roles as officers of the Fund to
promote full, fair, accurate, timely, and understandable disclosure in the
Fund's public communications and reports, and in the documents that the Fund
files with, or submits to, the SEC.
Depending on his or her position with the Fund, a Covered Officer may be called
upon to provide necessary information to make the Fund's public reports,
communications, and SEC filings and submissions complete, fair, and
understandable. The Fund expects its Covered Officers to take this
responsibility very seriously and to provide prompt and accurate answers to
inquiries related to the Fund's public disclosure requirements. Covered Officers
may be asked to certify the accuracy of all responses and information provided
for inclusion in the Fund's public reports, communications, and SEC filings and
submissions.
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IV. COMPLIANCE WITH APPLICABLE GOVERNMENTAL RULES AND REGULATIONS
As a registered investment company, the Fund is subject to regulation by the SEC
and must comply with Federal securities laws and regulations, as well as other
applicable laws. The Fund insists on strict compliance with the spirit and the
letter of these laws and regulations. Each Covered Officer shall cooperate with
Fund counsel, the Fund's independent accountants, and the Fund's other service
providers with the goal of maintaining the Fund's material compliance with
applicable governmental rules and regulations.
The Fund expects its Covered Officers to comply with all laws, rules, and
regulations applicable to the Fund's operations and business. Covered Officers
should seek guidance whenever they are in doubt as to the applicability of any
law, rule, or regulation, or regarding any contemplated course of action.
Covered Officers should also make use of the various guidelines which the Fund
and its service providers have prepared on specific laws and regulations. IF IN
DOUBT ON A COURSE OF ACTION, A GOOD GUIDELINE IS "ALWAYS ASK FIRST, ACT LATER"
- -- IF YOU ARE UNSURE OF WHAT TO DO IN ANY SITUATION, SEEK GUIDANCE BEFORE YOU
ACT.
Upon obtaining knowledge of any material violation of any applicable law, rule,
or regulation by the Fund or a person acting with or on behalf of the Fund, a
Covered Officer shall report such violation to the Review Officer, Fund counsel,
or both. (See Section VI of the Code for a discussion of reporting Code
violations.) Each Covered Officer shall cooperate or take such steps as may be
necessary or appropriate to remedy any such material violation.
V. CONFIDENTIALITY
The Fund's Covered Officers must maintain the confidentiality of information
entrusted to them by the Fund, except when disclosure is authorized by Fund
counsel or required by laws or regulations. Whenever possible, Covered Officers
should consult with Fund counsel if they believe they have a legal obligation to
disclose confidential information. Confidential information includes all
non-public information that might be of use to competitors or harmful to the
Fund or its shareholders if disclosed. The obligation to preserve confidential
information continues even after employment as a Covered Officer ends.
VI. PROMPT INTERNAL REPORTING OF VIOLATIONS OF THE CODE; EVALUATION OF
POSSIBLE VIOLATIONS; DETERMINATION OF SANCTIONS
A. Reporting to Review Officer. The Fund's Covered Officers shall
promptly report knowledge of, or information concerning, any material violation
of this Code to the Review Officer. Any such report shall be in writing, and
shall describe in reasonable detail the conduct that such Covered Officer
believes to have violated this Code. The Review Officer shall also have the
authority to draft a report of a suspected material violation of the Code, if no
written report is made by a Covered Officer.
B. Evaluation of Reports. The Review Officer shall then consult
with Fund counsel to the extent necessary to determine whether the reported
conduct actually violates the Code. If it is determined that there has been a
violation of the Code, the Review Officer will determine (in consultation with
Fund counsel) whether the violation has had or may have, in the reasonable
judgment of the Review Officer, a material adverse impact upon the Fund.
1. No Material Adverse Impact on the Fund. If the Review
Officer determines that the violation has not caused a material adverse impact
upon the Fund, the Review Officer shall determine what sanctions, if any, may be
appropriate for the violation. (See Section VIII of the Code for a discussion of
possible sanctions.)
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2. Material Adverse Impact on the Fund. If the Review
Officer determines that the violation has caused a material adverse impact upon
the Fund, the Review Officer shall promptly notify the Board of such violation.
The Board shall be entitled to consult with independent legal counsel to
determine whether the violation actually has had a material adverse impact upon
the Fund; to formulate sanctions, if any, appropriate for the violation; or for
any other purpose that the Board, in its business judgment, determines to be
necessary or advisable. (See Section VIII of the Code for a discussion of
possible sanctions.)
C. Periodic Reports by Review Officer to Board of Trustees. The
Review Officer shall report to the Board at each regularly scheduled Board
meeting all violations of this Code with respect to the Fund (whether or not
they caused a material adverse impact upon the Fund) and all sanctions imposed.
VII. WAIVERS OF PROVISIONS OF THE CODE
A. Waivers. A Covered Officer may request a waiver of a provision
of this Code if there is a reasonable likelihood that a
contemplated action would be a material departure from a
provision of the Code. Waivers will not be granted except
under extraordinary or special circumstances.
The process of requesting a waiver shall consist of the
following steps:
a. The Covered Officer shall set forth a request for
waiver in writing and submit such request to the
Review Officer. The request shall describe the
conduct, activity, or transaction for which the
Covered Officer seeks a waiver, and shall briefly
explain the reason for engaging in the conduct,
activity, or transaction.
b. The determination with respect to the waiver shall be
made in a timely fashion by the Review Officer, in
consultation with Fund counsel, and submitted to the
Board for ratification.
c. The decision with respect to the waiver request shall
be documented and kept in the Fund's records for the
appropriate period mandated by applicable law or
regulation.
B. Disclosure of Waivers. To the extent required by applicable
law, waivers (including "implicit waivers") shall be publicly
disclosed on a timely basis. An "implicit waiver" is defined
as the Fund's failure to take action within a reasonable
period of time regarding a material departure from a provision
of the Code that has been made known to an "executive officer"
of the Fund. For this purpose, an "executive officer" is the
Fund's President or Chief Executive Officer, Vice President
(who is in charge of a principal policymaking function), or
any other person who performs similar policymaking functions
for the Fund. For the purpose of determining whether an
"implicit waiver" has occurred, if a material departure from a
provision of the Code is known only by the Covered Officer who
has caused the material departure, the material departure will
not be considered to have been made known to an executive
officer of the Fund.
VIII. ACCOUNTABILITY FOR ADHERENCE TO THE CODE
The matters covered in this Code are of the utmost importance to the Fund and
its shareholders, and are essential to the Fund's ability to conduct its
business in accordance with its stated values. The Fund's Covered Officers are
expected to adhere to these rules in carrying out their duties for the Fund.
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The Fund will, if appropriate, take action against any of its Covered Officers
whose actions are found to violate this Code. Sanctions for violations of the
Code may include, among other things, a requirement that the violator undergo
training related to the violation, a letter of sanction, the imposition of a
monetary penalty, and/or suspension or termination of the employment of the
violator. Where the Fund has suffered a loss because of violations of this Code
or applicable laws, regulations, or rules, it may pursue its remedies against
the individuals or entities responsible.
IX. RECORDKEEPING
A. General. The Fund requires accurate recording and reporting of
information in order to make responsible business decisions. The Fund's books,
records, accounts and financial statements must be maintained in reasonable
detail, must appropriately reflect the Fund's transactions, and must conform
both to applicable legal requirements and to the Fund's system of internal
controls.
B. Code of Ethics Records. A copy of this Code, any amendments
hereto, and any reports or other records created in relation to waivers of or
amendments to provisions of this Code shall be kept as records of the Fund for
six years from the end of the fiscal year in which such document was created.
Such records shall be furnished to the SEC or its staff upon request.
X. AMENDMENTS TO THE CODE
The Covered Officers and the Review Officer are encouraged to recommend
improvements to this Code to the Board of Trustees. The Fund's Board may amend
the Code in its discretion with respect to the Fund. In connection with any
amendment to the Code, the Review Officer shall prepare a brief description of
the amendment, in order that this description may be disclosed in accordance
with applicable law and regulations.
DATED: _________________, 2003.
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EXHIBIT A
COVERED OFFICERS
Principal Executive Officer Martin D. Weiss (President)
Principal Financial Officer John Leavitt (Treasurer)
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