EXHIBIT 99.CODE ETH
EACM SELECT MANAGERS EQUITY FUND
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
EACM Select Managers Equity Fund's (the "Fund") Code of Ethics (this
"Code") applies to the Fund's Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer (the "Covered Officers" each of whom
are set forth in Exhibit A) for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
o 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;
o compliance with applicable laws and governmental rules and regulations;
o the prompt internal reporting of violations of the Code to an appropriate
person or persons identified in the Code; and
o 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 Fund.
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 Fund.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940, as amended ("Investment
Company Act") and the Investment Advisers Act of 1940, as amended ("Investment
Advisers Act"). For example, due to their status as "affiliated persons" of the
Fund, Covered Officers may not individually engage in certain transactions (such
as the purchase or sale of securities or other property) with the Fund. The
compliance programs and procedures of the Fund's investment manager, Evaluation
Associates Capital Market Inc. (the "Investment Manager") and its distributor,
EACM Securities Inc. (the "Distributor"), (including such entities' Code of
Ethics, as it relates to the Fund) 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 Fund, the Investment Manager and the Distributor of which the
Covered Officers may also be officers or employees. As a result, this Code
recognizes that the Covered Officers will, in the normal course of their duties
(whether formally for the Fund or for the Investment Manager, or for the
Distributor, or for all three), be involved in establishing policies and
implementing decisions that will have different effects on the Investment
Manager, the Distributor and the Fund. The participation of the Covered Officers
in such activities is inherent in the contractual relationship between the Fund,
the Investment Manager and the Distributor and is consistent with the
performance by the Covered Officers of their duties as officers of the Fund.
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 Fund's Board of Trustees
(the "Board") that the Covered Officers may also be officers or employees of one
or more other companies covered by this or other codes.
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 Fund.
Each Covered Officer must:
o not use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Fund in
such a way that the Covered Officer would benefit personally to the
detriment of the Fund;
o not cause the Investment Manager or the Distributor to take action, or
fail to take action, for the individual personal benefit of the Covered
Officer rather than the benefit the Fund;
o not use material, non-public knowledge of portfolio transactions made or
contemplated for the Fund to trade personally or cause others to trade
personally in contemplation of the market effect of such transactions;'
There are some conflict of interest situations that should always be
discussed with the Compliance Officer if material. Examples of these include:
o service as a director on the board of any public or private company;
o the receipt of any non-nominal gifts from "affiliated persons" of, or
service providers to, the Fund (and any officers or employees thereof);
o the receipt of any entertainment from any company with which the Fund 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 question of impropriety.
o any ownership interest in, or any consulting or employment relationship
with, any of the Fund's service providers, other than its Investment Manager
or Distributor or any affiliated person of the Investment Manager or
Distributor.
o a direct or indirect financial interest in commissions, transaction charges
or spreads paid by the Fund 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 Fund;
o Each Covered Officer should not misrepresent knowingly, or cause others to
misrepresent, facts about the Fund to others, whether within or outside the
Fund, including to the Fund's trustees and auditors, and to governmental
regulators and self-regulatory organizations;
o Each Covered Officer should, to the extent appropriate within his area of
responsibility, consult with other officers and employees of the Fund and
the Investment Manager with the goal of promoting full, fair, accurate,
timely and understandable disclosure in the reports and documents the Funds
file with, or submit to, the SEC and in other public communications made by
the Fund; and
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 report at least annually all affiliations or other relationships related to
conflicts of interest that the Fund's Trustees and Officers Questionnaire
covers;
o 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;
o annually thereafter affirm to the Board that he has complied with the
requirements of the Code;
o not retaliate against any other Covered Officer or any employee of the Funds
or their affiliated persons for reports of potential violations that are
made in good faith, and
o notify the Compliance Officer promptly if he knows of any violation of this
Code. Failure to do so is itself a violation of this Code.
The Compliance Officer or other designated senior legal officer of the
Funds' Investment Manager 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 the Principal Executive Officer will be considered by the
Audit Committee of the Board.
The Fund will follow these procedures in investigating and enforcing this
Code:
o the Compliance Officer or other designated senior legal officer will take
all appropriate action to investigate any potential violations reported to
him;
o if, after such investigation, 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 Audit Committee of the Board;
o if the Audit Committee of the Board concurs that a violation has occurred,
it will inform the full 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
Manager or its board; or a recommendation to dismiss the Covered Officer-;
o the Audit Committee of the Board 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 Funds 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 Fund, the Fund's Investment Manager, 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 Fund
and its Investment Manager's Codes of Ethics adopted under Rule 17j-1 under the
Investment Company Act and the Fund's Compliance Policies and Procedures set
forth in its Manual 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.
VII. CONFIDENTIALITY
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 appropriate Board and its
counsel.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Fund and does not
constitute an admission, by or on behalf of any Company, as to any fact,
circumstance, or legal conclusion.
Date: November 7, 2003
EACM SELECT MANAGERS EQUITY FUND
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
EXHIBIT A
PRINCIPAL EXECUTIVE OFFICER:
PHILLIP N. MAISANO
TRUSTEE, CHIEF EXECUTIVE OFFICER AND PRESIDENT
SENIOR FINANCIAL OFFICER:
PETER P. GWIAZDOWSKI
TREASURER (CHIEF FINANCIAL AND ACCOUNTING OFFICER)