EXHIBIT A
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PURISIMA FUNDS
SUPPLEMENTAL CODE OF ETHICS FOR
PRINCIPAL OFFICERS AND SENIOR FINANCIAL OFFICERS
The Board of Trustees (the "Board") of Purisima Funds (the "Trust") has adopted
this Supplemental Code of Ethics (the "Code") for the Trust's Principal Officers
and Senior Financial Officers (the "Officers") to guide and remind the Officers
of their responsibilities to the Trust, other Officers, shareholders of the
series of the Trust (the "Funds"), and governmental authorities. Officers are
expected to act in accordance with the guidance and standards set forth in this
Code.
For the purposes of this Code, the Trust's Principal Officers and Senior
Financial Officers shall include: the Principal Executive Officer; the Principal
Financial Officer; the Principal Accounting Officer; the Controller; and any
persons performing similar functions on behalf of the Trust, regardless of
whether such persons are employed by the Trust or a third party.
This Code is intended to serve as the code of ethics described in Section 406 of
The Sarbanes-Oxley Act of 2002 and Form N-CSR. To the extent that an Officer is
subject to the Trust's code of ethics adopted pursuant to Rule 17j-1 of the
Investment Company Act of 1940, as amended (the "Rule 17j-1 Code"), this Code is
intended to supplement and be interpreted in the context of the Rule 17j-1 Code.
This Code also should be interpreted in the context of all applicable laws,
regulations, the Trust's Agreement and Declaration of Trust and Bylaws, as
amended, and all other governance and disclosure policies and documents adopted
by the Board. All Officers must become familiar and fully comply with this Code.
Because this Code cannot and does not cover every applicable law or provide
answers to all questions that might arise, all Officers are expected to use
common sense about what is right and wrong, including a sense of when it is
proper to seek guidance from others on the appropriate course of conduct.
The purpose of this Code is to set standards for the Officers that are
reasonably designed to deter wrongdoing and are necessary to promote:
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 Trust files with, or submits to, the Securities and
Exchange Commission (the "SEC") and in any other public communications by
the Trust;
o compliance with applicable governmental laws, rules and regulations;
o the prompt internal reporting of violations of the Code to the appropriate
persons as set forth in the Code; and
o accountability for adherence to the Code.
1. HONEST AND ETHICAL CONDUCT
A. HONESTY, DILIGENCE AND PROFESSIONAL RESPONSIBILITY
Officers are expected to observe both the form and the spirit of the ethical
principles contained in this Code. Officers must perform their duties and
responsibilities for the Trust:
o with honesty, diligence, and a commitment to professional and ethical
responsibility;
o carefully, thoroughly and in a timely manner; and
o in conformity with applicable professional and technical standards.
Officers who are certified public accountants are expected carry out their
duties and responsibilities in a manner consistent with the principles governing
the accounting profession, including any guidelines or principles issued by the
Public Company Accounting Oversight Board or the American Institute of Certified
Public Accountants from time to time.
B. OBJECTIVITY / AVOIDANCE OF UNDISCLOSED CONFLICTS OF INTEREST
Officers are expected to maintain objectivity and avoid undisclosed conflicts of
interest. In the performance of their duties and responsibilities for the Trust,
Officers must not subordinate their judgment to personal gain and advantage, or
be unduly influenced by their own interests or by the interests of others.
Officers must avoid participation in any activity or relationship that
constitutes a conflict of interest unless that conflict has been completely
disclosed to affected parties. Further, Officers should avoid participation in
any activity or relationship that could create the appearance of a conflict of
interest.
A conflict of interest would generally arise if an Officer directly or
indirectly participated in any investment, interest, association, activity or
relationship that may impair or appear to impair the Officer's objectivity.
Any Officer who may be involved in a situation or activity that might be a
conflict of interest or give the appearance of a conflict of interest should
consider reporting such situation or activity using the reporting procedures set
forth in Section 4 of this Code.
The Audit Committee will not be responsible for monitoring or enforcing this
conflict of interest policy, but rather each Officer is responsible for
self-compliance with this conflict of interest policy.
C. PREPARATION OF FINANCIAL STATEMENTS
Officers must not knowingly make any misrepresentations regarding a Fund's
financial statements or any facts in the preparation of a Fund's financial
statements, and must comply with all applicable laws, standards, principles,
guidelines, rules and regulations in the preparation of the Fund's financial
statements. This section is intended to prohibit:
o making, or permitting or directing another to make, materially false or
misleading entries in a Fund's financial statements or records;
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o failing to correct a Fund's financial statements or records that are
materially false or misleading when he or she has the authority to record
an entry; and
o signing, or permitting or directing another to sign, a document containing
materially false or misleading financial information.
Officers must be scrupulous in their application of generally accepted
accounting principles. No Officer may (i) express an opinion or state
affirmatively that the financial statements or other financial data of the Trust
are presented in conformity with generally accepted accounting principles, or
(ii) state that he or she is not aware of any material modifications that should
be made to such statements or data in order for them to be in conformity with
generally accepted accounting principles, if such statements or data contain any
departure from generally accepted accounting principles then in effect in the
United States.
Officers must follow the laws, standards, principles, guidelines, rules and
regulations established by all applicable governmental bodies, commissions or
other regulatory agencies in the preparation of financial statements, records
and related information. If an Officer prepares financial statements, records or
related information for purposes of reporting to such bodies, commissions or
regulatory agencies, the Officer must follow the requirements of such
organizations in addition to generally accepted accounting principles.
If an Officer and his or her supervisor have a disagreement or dispute relating
to the preparation of financial statements or the recording of transactions, the
Officer should take the following steps to ensure that the situation does not
constitute an impermissible subordination of judgment:
o The Officer should consider whether (i) the entry or the failure to record
a transaction in the records, or (ii) the financial statement presentation
or the nature or omission of disclosure in the financial statements, as
proposed by the supervisor, represents the use of an acceptable alternative
and does not materially misrepresent the facts or result in an omission of
a material fact. If, after appropriate research or consultation, the
Officer concludes that the matter has authoritative support and/or does not
result in a material misrepresentation, the Officer need do nothing
further.
o If the Officer concludes that the financial statements or records could be
materially misstated as a result of the supervisor's determination, the
Officer should follow the reporting procedures set forth in Section 4 of
this Code.
D. OBLIGATIONS TO THE INDEPENDENT AUDITOR OF A FUND
In dealing with a Fund's independent auditor, Officers must be candid and not
knowingly misrepresent facts or knowingly fail to disclose material facts, and
must respond to specific inquiries and requests by the Fund's independent
auditor.
Officers must not take any action, or direct any person to take any action, to
fraudulently influence, coerce, manipulate or mislead a Fund's independent
auditor in the performance of an audit of the Fund's financial statements for
the purpose of rendering such financial statements materially misleading.
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2. FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE
It is the Trust's policy to provide full, fair, accurate, timely, and
understandable disclosure in reports and documents that the Trust files with, or
submits to, the SEC and in any other public communications by the Trust. The
Trust has designed and implemented Disclosure Controls and Procedures to carry
out this policy.
Officers are expected to use their best efforts to promote, facilitate, and
prepare full, fair, accurate, timely, and understandable disclosure in all
reports and documents that the Trust files with, or submits to, the SEC and in
any other public communications by the Trust.
Officers must review the Trust's Disclosure Controls and Procedures to ensure
they are aware of and carry out their duties and responsibilities in accordance
with the Disclosure Controls and Procedures and the public reporting obligations
of the Trust. Officers are responsible for monitoring the integrity and
effectiveness of the Trust's Disclosure Controls and Procedures.
3. COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS
Officers are expected to know, respect and comply with all laws, rules and
regulations applicable to the conduct of the Trust's business. If an Officer is
in doubt about the legality or propriety of an action, business practice or
policy, the Officer should seek advice from the Officer's supervisor or the
Trust's legal counsel.
In the performance of their work, Officers must not knowingly be a party to any
illegal activity or engage in acts that are discreditable to the Trust. Officers
are expected to promote the Trust's compliance with applicable laws, rules and
regulations. To promote such compliance, Officers may establish and maintain
mechanisms to educate employees carrying out the finance and compliance
functions of the Trust about any applicable laws, rules or regulations that
affect the operation of the finance and compliance functions and the Trust
generally.
4. REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR
Officers should promptly report any conduct or actions by an Officer that do not
comply with the law or with this Code. Officers and the Trust shall adhere to
the following reporting procedures:
o Any Officer who questions whether a situation, activity or practice is
acceptable must immediately report such practice to the Principal Executive
Officer of the Trust (or to an Officer who is the functional equivalent of
this position) or to the Trust's legal counsel. The person receiving the
report shall consider the matter and respond to the Officer within a
reasonable amount of time.
o If the Officer is not satisfied with the response of the Principal
Executive Officer or counsel, the Officer must report the matter to the
Chairman of the Audit Committee. If the Chairman is unavailable, the
Officer may report the matter to any other member of the Audit Committee.
The person receiving the report shall consider the matter, refer it to the
full Audit Committee if he or she deems appropriate, and respond to the
Officer within a reasonable amount of time.
o If, after receiving a response, the Officer concludes that appropriate
action was not taken, he or she should consider any responsibility that may
exist to communicate to third parties, such as
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regulatory authorities or the Fund's independent auditor. In this matter,
the Officer may wish to consult with his or her own legal counsel.
o The Audit Committee and the Trust will not be responsible for monitoring or
enforcing this reporting of violations policy, but rather each Officer is
responsible for self-compliance with this reporting of violations policy.
o To the extent possible and as allowed by law, reports will be treated as
confidential.
o If the Audit Committee determines that an Officer violated this Code,
failed to report a known or suspected violation of this Code, or provided
intentionally false or malicious information in connection with an alleged
violation of this Code, the Trust may take disciplinary action against any
such Officer to the extent the Audit Committee deems appropriate. No
Officer will be disciplined for reporting a concern in good faith.
o The Trust and the Audit Committee may report violations of the law to the
appropriate authorities.
5. ACCOUNTABILITY AND APPLICABILITY
All Officers will be held accountable for adherence to this Code. On an annual
basis, within 30 days of the beginning of each calendar year, each Officer shall
certify in writing his or her receipt, familiarity and commitment to compliance
with this Code, by signing the Acknowledgment Form (Appendix A to this Code).
This Code is applicable to all Officers, regardless of whether such persons are
employed by the Trust or a third party. If an Officer is aware of a person
("Potential Officer") who may be considered an Officer as defined by this Code,
the Officer should inform legal counsel to the Trust of such Potential Officer
so that a determination can be made regarding whether such Potential Officer has
completed or should complete an Acknowledgment Form. However, the absence of
such a determination will not be deemed to relieve any person of his or her
duties under this Code.
6. DISCLOSURE OF THIS CODE
This Code shall be disclosed by at least one of the following methods in the
manner prescribed by the SEC, unless otherwise required by law:
o by filing a copy of the Code with the SEC;
o by posting the text of the Code on the Trust's website; or
o by providing, without charge, a copy of the Code to any person upon
request.
7. WAIVERS
Any waiver of this Code, including an implicit waiver, that has been granted to
an Officer, may be made only by the Board or a committee of the Board to which
such responsibility has been delegated, and must be disclosed by the Trust in
the manner prescribed by law and as set forth above in Section 6 (Disclosure of
this Code).
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8. AMENDMENTS
This Code may be amended by the affirmative vote of a majority of the Board. Any
amendment of this Code, must be disclosed by the Trust in the manner prescribed
by law and as set forth above in Section 6 (Disclosure of this Code), unless
such amendment is deemed to be technical, administrative, or otherwise
non-substantive. Any amendments to this Code will be provided to the Officers.
Approved by the Board of Trustees on July 10, 2003.
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APPENDIX A
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PURISIMA FUNDS
CERTIFICATION AND ACKNOWLEDGMENT OF RECEIPT OF SUPPLEMENTAL CODE OF ETHICS
FOR PRINCIPAL OFFICERS AND SENIOR FINANCIAL OFFICERS
I acknowledge and certify that I have received a copy of the Purisima Funds'
Supplemental Code of Ethics for Principal Officers and Senior Financial Officers
(the "Code"). I understand and agree that it is my responsibility to read and
familiarize myself with the policies and procedures contained in the Code and to
abide by those policies and procedures.
I acknowledge my commitment to comply with the Code.
____________________________________ ____________________________________
Officer Name (Please Print) Officer Signature
____________________________________
Date