EX-99.CODE ETH
AB FUNDS TRUST
SUPPLEMENTAL CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
The Board of Trustees (the "Board") of AB Funds Trust (the "Trust") has
adopted this Supplemental Code of Ethics (this "Code") to apply to the Trust's
President and Treasurer, who function as the Trust's principal executive officer
and principal financial officer, respectively (the "Covered Officers"), for the
purpose of promoting:
- honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
- full, fair, accurate, timely and understandable disclosure in
reports and documents that a registrant files with, or submits
to, the Securities and Exchange Commission ("SEC") and in
other public communications made by the Trust;
- - compliance with applicable laws and governmental rules and regulations;
- the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
- accountability for adherence to the Code.
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 interest interferes with the interests of, or his service to, the Trust.
For example, a conflict of interest would arise if a Covered Officer, or a
member of his family, receives improper personal benefits as a result of his
position with the Trust.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Trust 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 Trust because of
their status as "affiliated persons" of the Trust. The compliance programs and
procedures of the Trust and SBC Financial Services, Inc. (the "Investment
Adviser") are designed to prevent, or identify and correct, violations of these
provisions. This Code does not, and is not intended to, repeat or replace these
programs and procedures, and such conflicts fall outside of the parameters of
this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Trust and the Investment Adviser of which the Covered Officers are
also officers. As a result, this Code recognizes that the Covered Officers will,
in the normal course of their duties (whether formally for the Trust or for the
Investment Adviser, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the Investment
Adviser and the Trust. The participation of the Covered Officers in such
activities is inherent in the contractual relationship between the Trust and the
Investment Adviser and is consistent with the performance by the Covered
Officers of their duties as officers of the Trust. 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.
Other conflicts of interest are covered by the 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 the 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 Trust.
* * * *
Each Covered Officer must:
- not use his personal influence or personal relationships
improperly to influence investment decisions or financial
reporting by the Trust whereby the Covered Officer would
benefit personally to the detriment of the Trust;
- not cause the Trust to take action, or fail to take action,
for the individual personal benefit of the Covered Officer
rather than the benefit the Trust; and
- - not retaliate against any other Covered Officer or any employee or officer
of the Trust or their affiliated persons for reports of potential
violations that are made in good faith.
There are some conflict of interest situations that must be discussed
with the Trust's Chief Legal Officer if material. Examples of these include:(1)
- [service as a director on the board of any public or private
company];
- the receipt of any non-nominal gifts (generally, in excess of
$100) from unaffiliated persons or entities that do business
or wish to do business with the Trust or the Investment
Adviser;
- the receipt of any entertainment except customary business
lunches, dinners or entertainment (e.g., sporting events) from
unaffiliated persons or entities that do business or wish to
do business with the Trust or the Investment Adviser;
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(1) Any activity or relationship that would present a conflict for a Covered
Officer would likely also present a conflict for the Covered Officer if a member
of the Covered Officer's family engages in such an activity or has such a
relationship.
- any ownership interest in, or any consulting or employment
relationship with, any of the Trust's service providers, other
than the Investment Adviser or any affiliated person thereof;
and
- a direct or indirect financial interest in commissions,
transaction charges or spreads paid by the Trust 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
- Each Covered Officer should familiarize himself with the
disclosure requirements generally applicable to the Trust;
- each Covered Officer should not knowingly misrepresent, or
cause others to misrepresent, facts about the Trust to others,
whether within or outside the Trust, including to the Trust's
Trustees and auditors, and to governmental regulators and
self-regulatory organizations;
- - each Covered Officer should, to the extent appropriate within his area of
responsibility, consult with other officers and employees of the Trust and
the Investment Adviser with the goal of promoting full, fair, accurate,
timely and understandable disclosure in the reports and documents the Trust
files with, or submit to, the SEC and in other public communications made
by the Trust; and
- - 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:
- - upon adoption of the Code (or thereafter as applicable, upon becoming a
Covered Officer), affirm in writing to the Board that he has received,
read, and understands the Code;
- - annually thereafter affirm to the Board that he has complied with the
requirements of the Code;
- report at least annually on the Trust's Trustee and Officer
Questionnaire affiliations or other relationships related to
conflicts of interest; and
- - notify the Chief Legal Officer promptly if he knows of any violation of
this Code. Failure to do so is itself a violation of this Code.
The Chief Legal Officer 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. The Chief Legal
Officer is authorized and encouraged to consult, as appropriate, with the
Chairman of the Audit Committee of the Board (the "Committee"), counsel to the
Trust and counsel to the Trustees who
are not "interested persons" of the Trust, as that term is defined in the
Investment Company Act (the "Independent Trustees"). However, any waivers(2)
sought will be considered by the Committee.
The Trust will follow these procedures in investigating and enforcing
this Code:
- - the Chief Legal Officer will take all appropriate action to investigate any
potential violations reported to him;
- - if, after such investigation, the Chief Legal Officer believes that no
violation has occurred, the Chief Legal Officer is not required to take any
further action;
- - any matter that the Chief Legal Officer believes is a violation will be
reported to the Committee;
- - 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; notification to appropriate personnel of the
Investment Adviser or its board; or a recommendation to dismiss the Covered
Officer;
- - the Committee will be responsible for granting waivers, as appropriate; and
- - 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 Trust 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 Trust, the Investment Adviser, 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 Trust
and the Investment Adviser's code of ethics under Rule 17j-1 under the
Investment Company Act and the Investment Adviser's more detailed policies and
procedures set forth therein are separate requirements applying to the Covered
Officers and others, and are not part of this Code.
VI. AMENDMENTS
Any amendments to this Code must be approved or ratified by a majority
vote of the Board, including a majority of the Independent Trustees.
VII. CONFIDENTIALITY
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(2) Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant of
a material departure from a provision of the code of ethics" and
"implicit waiver," which must also be disclosed, as "the registrant's
failure to take action within a reasonable period of time regarding a
material departure from a provision of the code of ethics that has been
made known to an executive officer" of the registrant.
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the Board, the Committee, the
Trust's counsel or counsel to the Independent Trustees, as appropriate.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Trust and does
not constitute an admission, by or on behalf of the Trust, as to any fact,
circumstance, or legal conclusion.
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