EX-99.CODE ETH
THE WEISS FUND
CODE OF ETHICS UNDER THE SARBANES-OXLEY ACT
(Adopted as of September 30, 2004)
I. INTRODUCTION
The Board of Trustees of The Weiss Fund (the "Investment Company") 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
Investment Company 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 Investment Company files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public communications
made by the Investment Company;
(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 Investment Company'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 Investment Company 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 Investment Company 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 Investment Company 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 Investment Company'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 Investment Company. 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
Investment Company 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 Investment Company, whether
such benefits are received from the Investment Company or a third party. ANY
CONFLICT OF INTEREST THAT ARISES IN A SPECIFIC 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 Investment Company'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
Investment Company or is otherwise in conflict with or prejudicial to the
Investment Company. 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 Investment Company.
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 Investment Company 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 Investment Company 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.
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III. FULL, FAIR, ACCURATE, TIMELY, AND UNDERSTANDABLE DISCLOSURE IN INVESTMENT
COMPANY DISCLOSURE AND REPORTING DOCUMENTS
As a registered investment company, it is of critical importance that the
Investment Company's public communications, reports, and SEC filings contain
full, fair, accurate, timely, and understandable disclosure. Accordingly, the
Investment Company's Covered Officers are expected to consider it central to
their roles as officers of the Investment Company to promote full, fair,
accurate, timely, and understandable disclosure in the Investment Company's
public communications and reports, and in the documents that the Investment
Company files with, or submits to, the SEC.
Depending on his or her position with the Investment Company, a Covered
Officer may be called upon to provide necessary information to make the
Investment Company's public reports, communications, and SEC filings and
submissions complete, fair, and understandable. The Investment Company expects
its Covered Officers to take this responsibility very seriously and to provide
prompt and accurate answers to inquiries related to the Investment Company's
public disclosure requirements. Covered Officers may be asked to certify the
accuracy of all responses and information provided for inclusion in the
Investment Company's public reports, communications, and SEC filings and
submissions.
IV. COMPLIANCE WITH APPLICABLE GOVERNMENTAL RULES AND REGULATIONS
As a registered investment company, the Investment Company is subject to
regulation by the SEC and must comply with Federal securities laws and
regulations, as well as other applicable laws. The Investment Company insists on
strict compliance with the spirit and the letter of these laws and regulations.
Each Covered Officer shall cooperate with Investment Company counsel, the
Investment Company's independent accountants, and the Investment Company's other
service providers with the goal of maintaining the Investment Company's material
compliance with applicable governmental rules and regulations.
The Investment Company expects its Covered Officers to comply with all
laws, rules, and regulations applicable to the Investment Company'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 Investment Company 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 Investment Company or a person acting with or on
behalf of the Investment Company, a Covered Officer shall report such violation
to the Review Officer, Investment Company 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.
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V. CONFIDENTIALITY
The Investment Company's Covered Officers must maintain the
confidentiality of information entrusted to them by the Investment Company,
except when disclosure is authorized by Investment Company counsel or required
by laws or regulations. Whenever possible, Covered Officers should consult with
Investment Company 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
Investment Company 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 Investment Company'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 Investment Company
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 Investment
Company counsel) whether the violation has had or may have, in the reasonable
judgment of the Review Officer, a material adverse impact upon the Investment
Company.
1. No Material Adverse Impact on the Investment Company. If the
Review Officer determines that the violation has not caused a material adverse
impact upon the Investment Company, 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.)
2. Material Adverse Impact on the Investment Company. If the Review
Officer determines that the violation has caused a material adverse impact upon
the Investment Company, 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 Investment Company; 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.)
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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
Investment Company (whether or not they caused a material adverse impact upon
the Investment Company) and all sanctions imposed.
VII. WAIVERS OF PROVISIONS OF THE CODE
A. 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
Investment Company counsel, and submitted to the Board for
ratification.
c. The decision with respect to the waiver request shall be
documented and kept in the Investment Company'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 Investment Company'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 Investment
Company. For this purpose, an "executive officer" is the Investment Company'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 Investment Company. 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 Investment Company.
VIII. ACCOUNTABILITY FOR ADHERENCE TO THE CODE
The matters covered in this Code are of the utmost importance to the
Investment Company and its shareholders, and are essential to the Investment
Company's ability to conduct
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its business in accordance with its stated values. The Investment Company's
Covered Officers are expected to adhere to these rules in carrying out their
duties for the Investment Company.
The Investment Company 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 Investment Company 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 Investment Company requires accurate recording and reporting of
information in order to make responsible business decisions. The Investment
Company's books, records, accounts and financial statements must be maintained
in reasonable detail, must appropriately reflect the Investment Company's
transactions, and must conform both to applicable legal requirements and to the
Investment Company'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 Investment Company 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 Investment Company's
Board may amend the Code in its discretion with respect to the Investment
Company. 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.
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