EXHIBIT 99.CODE ETH
THE COVENTRY GROUP
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
PRINCIPAL FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
The Coventry Group's (the "Trust" or the "Funds") code of ethics (this
"Code") applies to the Trust's Principal Executive Officer ("President") and
Principal Financial Officer ("Treasurer") (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 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.(1)
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(1) Item 2 of Form N-CSR requires a registered management investment company
to disclose annually whether, as of the end of the period covered by the
report, it has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions,
regardless of whether these officers are employed by the registrant or a
third party. If the registrant has not adopted such a code of ethics, it
must explain why it has not done so. The registrant must also: (1) file
with the SEC a copy of the code as an exhibit to its annual report; (2)
post the text of the code on its Internet website and disclose, in its
most recent report on Form N-CSR, its Internet address and the fact that
it has posted the code on its Internet website; or (3) undertake in its
most recent report on Form N-CSR to provide to any person without charge,
upon request, a copy of the code and explain the manner in which such
request may be made. Disclosure is also required of amendments to, or
waivers (including implicit waivers) from, a provision of the code in the
registrant's annual report on Form N-CSR or on its website. If the
registrant intends to satisfy the requirement to disclose amendments and
waivers by posting such information on its website, it will be required to
disclose its Internet address and this intention.
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 in
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. 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. Each Covered Officer is an employee of the
Trust's Administrator ("Service Provider"). The Trust's and the Service
Provider's compliance programs and procedures 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 Service Provider of which the Covered Officers are
also 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
Trust or for the Service Provider, or for both), be involved in establishing
policies and implementing decisions which will have different effects on the
Service Provider and the Trust. The participation of the Covered Officers in
such activities is inherent in the contractual relationship between the Trust
and the 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, will be deemed to
have been handled ethically. In addition, it is recognized by the Board of
Trustees (the "Board") that the Covered Officers may also be officers or
employees of one or more other investment 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. 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 for the
benefit of the Trust;
- not use material non-public knowledge of portfolio transactions made or
contemplated for the Trust 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 may be discussed with
a senior officer of the Administrator who, at his or her discretion may consult
the Funds' Legal Counsel, if material. Examples of these include:(2)
- service as a director on the board of any public or private 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 as consistent
with the Funds' Code of Ethics;
- any ownership interest in, or any consulting or employment relationship
with, any of the Trust's service providers, other than its investment
adviser, subadviser, principal underwriter, administrator or any
affiliated person thereof;
- 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 & 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 directors 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 Trust's adviser or subadviser with the goal of promoting full, fair,
accurate, timely
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(2) 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.
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;
- not retaliate against any employee or Covered Officer or their affiliated
persons for reports of potential violations that are made in good faith;
- notify the Senior officer of the Administrator (who, at his or her
discretion, may consult the Funds' Legal Counsel) promptly if he knows of
any violation of this Code. Failure to do so is itself a violation of this
Code; and
- report at least annually any change in his affiliations from the prior
year.
The senior officer of the Administrator (who, at his or her discretion,
may consult the Funds' Legal Counsel) 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(3) sought by the Principal Executive Officer will be
considered by the Audit Committee (the "Committee").
The Trust will follow these procedures in investigating and enforcing this
Code:
- the senior officer of the Administrator (who, at his or her discretion,
may consult the Funds' Legal Counsel) will take all appropriate action to
investigate any potential violations reported to him;
- if, after such investigation, the senior officer of the Administrator
believes that no violation has occurred, the senior officer of the
Administrator is not required to take any further action;
- any matter that the senior officer of the Administrator believes is a
violation will be reported to the Funds' Legal Counsel who, in turn will
address the matter with 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
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(3) 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.
include review of, and appropriate modifications to, applicable policies
and procedures; notification to appropriate personnel of the Service
Provider 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 Funds for
purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and
forms applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, the Funds' adviser, principal underwriter,
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
superceded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The Funds' and their investment adviser's, principal
underwriter's and service providers' codes of ethics under Rule 17j-1 under the
Investment Company Act and the adviser's more detailed policies and procedures
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 Trust's board, including a
majority of independent directors/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 appropriate Board and its counsel, the
investment adviser and the respective Service Providers.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of any Company, as to any fact,
circumstance, or legal conclusion.
Date:_____________
EXHIBIT A
Persons Covered by this Code of Ethics - As of August 5, 2003
Principal Executive Officer and President - R. Jeffrey Young
Principal Financial Officer and Treasurer - Nadeem Yousaf