EXHIBIT 99.CODE
ICON FUNDS
CODE OF ETHICS
FOR
PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF CODE
ICON Funds, a Massachusetts business trust (the "Trust") is an open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"). This Code of Ethics ("Code")
for the Trust and its series funds (collectively, the "Funds" and each a "Fund")
applies to the Trust's Principal Executive Officer and Principal Financial
Officer (the "Covered Officers" each of whom are set forth in Exhibit A) 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 the Trust files with, or submits to, the Securities
and Exchange Commission ("SEC") and in other public communications
made by or on behalf of the Funds;
- 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 ETHICALLY HANDLE ACTUAL AND APPARENT CONFLICTS OF
INTEREST
A "conflict of interest" occurs when a Covered Officer's private interests
interfere 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 are already subject to conflict of interest
provisions in the Investment Company Act and the Investment Advisers Act of
1940, as amended (the "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 Funds because of their status as
"affiliated persons". Compliance programs and procedures of the Trust and the
Trust's investment adviser, transfer agent, fund accounting service provider,
administrative service provider, and principal underwriter (each a "Service
Provider") 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 may arise from, or as a result of, the contractual relationship
between the Trust and a Service Provider. As a result, this Code recognizes that
Covered Officers will, in the normal course of their duties (whether formally
for the Trust or for a Service Provider, or for both), be involved in
establishing policies and implementing decisions which will have different
effects on a Service Provider and the Trust. The participation of the Covered
Officers in such activities is inherent in the contractual relationship between
the Trust and a Service Provider 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 the Covered Officer should not be placed improperly before the
interests of the Trust.
Each Covered Officer must:
- Not use his personal influence or personal relationships to improperly
influence investment decisions or financial reporting by the Funds
whereby the Covered Officer would benefit personally to the detriment
of the Funds;
- 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 of the Funds; and
- Not use material non-public knowledge of portfolio transactions made
or contemplated for a Fund to trade personally or cause others to
trade personally in contemplation of the market effect of such
transactions.
Certain material conflict of interest situations require written pre-approval
from the Trust's Audit Committee or its designated representative. Examples of
material conflict of interest situations requiring pre-approval include:
- Service as a director on the board of any public company;
- The receipt of any non-nominal gifts;
- The receipt of any entertainment from any company with which the Trust
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;
- Any ownership interest in, or any consulting or employment
relationship with, any of the Trust's Service Providers or any
affiliated person thereof; and
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- A direct or indirect financial interest in commissions, transaction
charges or spreads paid by a 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.
The Trust's Independent Trustees will be provided a list of any such written
pre-approvals in connection with the next regularly scheduled Board meeting.
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 Funds to others, whether
within or outside the Trust, including to the Trust's Board of
Trustees ("Board") 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 of the Trust and
officers and employees of the Service Providers with the goal of
promoting full, fair, accurate, timely and understandable disclosure
in the reports and documents the Trust files with, or submits to, the
SEC and in other public communications made by or on behalf of the
Funds; 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;
- Not retaliate against any other Covered Officer, other officer of the
Trust, any employee of a Service Provider or any of their affiliated
persons for reports of potential violations that are made in good
faith; and
- Notify the Trust's Audit Committee or its designated representative
promptly if he knows of any violation of this Code. Failure to do so
is itself a violation of this Code.
The Trust's Audit Committee, directly or through its designated representative,
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 waivers of any provision of this Code will be
considered by the Independent Trustees.
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The Trust will follow the following procedures in investigating and enforcing
this Code:
- The Trust's Audit Committee will take all appropriate action to
investigate any reported potential violations;
- If, after such investigation, the Audit Committee believes that no
violation has occurred, the Audit Committee is not required to take
any further action;
- Any matter that the Audit Committee believes is a violation will be
reported to the Independent Trustees;
- If the Independent Trustees concur that a violation has occurred, they
will inform the Covered Officer and consider appropriate action, which
may include review of, and appropriate modifications to, applicable
policies and procedures; notification to appropriate personnel of a
Service Provider or its board; or a recommendation to dismiss the
Covered Officer;
- The Independent Trustees 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, a Service Provider, or other service providers govern
or purport to govern the behavior or activities of Covered Officers, they are
superceded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The Code of Ethics under Rule 17j-1 under the
Investment Company Act is a separate requirement applying to the Covered
Officers and others, and is not part of this Code.
VI. AMENDMENTS
Except as to Exhibit A, this Code may not be amended except in written form,
which is specifically approved or ratified by a majority vote of the Board,
including a majority of Independent Trustees.
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 Board, officers of the Trust, Trust counsel
and counsel for a Service Provider.
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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 any Trust, as to any fact,
circumstance, or legal conclusion.
Date: August 12, 2003
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EXHIBIT A
PERSONS COVERED BY THIS CODE OF ETHICS
Craig T. Callahan, Principal Executive Officer of ICON Funds
Erik L. Jonson, Principal Financial Officer of ICON Funds
Date: August 12, 2003
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