MARKMAN MULTIFUND TRUST
CODE OF ETHICS
FOR
SENIOR FINANCIAL OFFICERS
(Adopted May 15, 2003)
I. Introduction
The Board of Trustees of Markman MultiFund Trust (the "Trust") has adopted
this code of ethics (the "Code") applicable to its Principal Executive Officer
and Principal Financial Officer (the "Covered Officers") to promote:
o honest and ethical conduct, including the ethical handling of
conflicts of interest;
o full, fair, accurate, timely and understandable disclosure;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting to an appropriate person or persons
identified in the Code of violations of the Code; and
o accountability for adherence to the Code.
II. Covered Officers Should Act Honestly and Candidly
Each Covered Officer owes a duty to the Trust to act with integrity.
Integrity requires, among other things, being honest and candid. Deceit and
subordination of principle are inconsistent with integrity.
Each Covered Officer must:
o act with integrity, including being honest and candid while still
maintaining the confidentiality of information where required by law
or the Trust's policies;
o observe both the form and spirit of laws and governmental rules and
regulations, accounting standards and the Trust policies;
o adhere to a high standard of business ethics; and
o place the interests of the Trust before the Covered Officer's own
personal interests.
All activities of Covered Officers should be guided by and adhere to these
fiduciary standards.
III. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of
Interest
Guiding Principles. A "conflict of interest" occurs when an individual's
private interest interferes with the interests of the Trust. A conflict of
interest can arise when a Covered Officer takes actions or has interests that
may make it difficult to perform the Trust's work objectively and effectively.
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 or
her position with the Trust. In addition, investment companies should be
sensitive to situations that create apparent, not actual, conflicts of interest.
Service to the Trust should never be subordinated to personal gain and
advantage.
Certain conflicts of interest covered by this Code arise out of the
relationships between Covered Officers and the Trust that already are subject to
conflict of interest provisions in the Investment Company Act and 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 Trust because of their status as "affiliated persons" of the
Trust. Therefore, as to the existing statutory and regulatory prohibitions on
individual behavior they will be deemed to be incorporated in this Code and
therefore any such violation will also be deemed a violation of the Code.
Covered Officers must in all cases comply with applicable statutes and
regulations.
As to conflicts arising from, or as a result of the contract relationship
between, the Trust and Markman Capital Management, Inc., the Trust's investment
advisor, of which the Covered Officers are also officers or employees, it is
recognized by the Board that, subject to the Advisor's fiduciary duties to the
Trust, the Covered Officers will in the normal course of their duties (whether
formally for the Trust or for the Advisor, or for both) be involved in
establishing policies and implementing decisions which will have different
effects on the Advisor and the Trust. The Board recognizes that the
participation of the Covered Officers in such activities is inherent in the
contract relationship between the Trust and the Advisor and is consistent with
the expectation of the Board of the performance by the Covered Officers of their
duties as officers of the Trust.
Each Covered Officer must:
o avoid conflicts of interest wherever possible;
o handle any actual or apparent conflict of interest ethically;
o not use his or her personal influence or personal relationships to
influence investment decisions or financial reporting by an
investment company whereby the Covered Officer would benefit
personally to the detriment of the investment company;
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o not cause an investment company to take action, or fail to take
action, for the personal benefit of the Covered Officer rather than
the benefit such company;
o not use knowledge of portfolio transactions made or contemplated for
an investment company to profit or cause others to profit, by the
market effect of such transactions;
o as described in more detail below, discuss any material transaction
or relationship that could reasonably be expected to give rise to a
conflict of interest with the Trust's Compliance Officer;
o report at least annually any affiliations or other relationships
related to conflicts of interest that the Trust's Directors and
Officers Questionnaire covers;
Some conflict of interest situations that should always be discussed
with the Compliance Officer, if material, include the following:
o any outside business activity;
o service as a director on the board of any public or private company;
o the receipt of any gifts;
o 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;
o being in the position of supervising, reviewing or having any
influence on the job evaluation, pay or benefit of any immediate
family member;
o any ownership interest in, or any consulting or employment
relationship with, any of the Trust's service providers, other than
the Advisor;
o 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.
IV. Disclosure
Each Covered Officer is required to be familiar, and comply, with the
Trust's disclosure controls and procedures so that the Trust's subject reports
and documents filed with the Securities and Exchange Commission (the "SEC")
comply in all material respects with the applicable federal securities laws and
SEC rules. In addition, each Covered Officer having direct or supervisory
authority regarding these SEC filings or the Trust's other public communications
should, to the extent appropriate within his area of responsibility, consult
with other Trust officers and employees and take other appropriate steps
regarding these disclosures with the goal of making full, fair, accurate, timely
and understandable disclosure.
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Each Covered Officer must:
o familiarize himself/herself with the disclosure requirements
applicable to the Trust as well as the business and financial
operations of the Trust; and
o 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 internal auditors, independent directors,
independent auditors, and to governmental regulators and
self-regulatory organizations.
V. Compliance
It is the Trust's policy to comply with all applicable laws and
governmental rules and regulations. It is the personal responsibility of each
Covered Officer to adhere to the standards and restrictions imposed by those
laws, rules and regulations, including those relating to affiliated
transactions, accounting and auditing matters.
VI. Reporting and Accountability
Each Covered Officer must:
o upon receipt of the Code, sign and submit to the Compliance Officer
an acknowledgement stating that he/she has received, read, and
understands the Code.
o annually thereafter submit a form to the Compliance Officer
confirming that he/she has received, read and understands the Code
and has complied with the requirements of the Code.
o not retaliate against any employee or Covered Officer for reports of
potential violations that are made in good faith.
o notify the Compliance Officer promptly if he/she becomes aware of
any existing or potential violation of this Code. Failure to do so
is itself a violation of this Code.
Except as described otherwise below, the Compliance Officer is responsible
for applying this Code to specific situations in which questions are presented
to it and has the authority to interpret this Code in any particular situation.
The Compliance Officer shall take all action he/she considers appropriate to
investigate any actual or potential violations reported to him/her.
The Compliance Officer is authorized to consult, as appropriate, with the
Audit Committee (the "Committee"), the Independent Trustees, the Board of
Trustees, counsel to the Trust and counsel to the Independent Trustees, and is
encouraged to do so.
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The Committee is responsible for granting waivers and determining
sanctions, as appropriate. In addition, approvals, interpretations, or waivers
sought by the Principal Executive Officer will be considered by the Committee.
The Trust will follow these procedures in investigating and enforcing this
Code, and in reporting on the Code:
o the Compliance Officer will take all appropriate action to
investigate any violations reported to him/her;
o violations and potential violations will be reported to the
Committee after such investigation;
o if the Committee determines that a violation has occurred, it will
inform the Board of Trustees who will take all appropriate
disciplinary or preventive action;
o appropriate disciplinary or preventive action may include a letter
of censure, suspension, dismissal or, in the event of criminal or
other serious violations of law, notification of the SEC or other
appropriate law enforcement authorities;
o the Board will be responsible for granting waivers, as appropriate;
and
o any changes to or waivers of this Code will, to the extent required,
be disclosed on Form N-CSR as provided by SEC rules.
VII. Other Policies and Procedures
The Trust's codes of ethics under Rule 17j-1 of the Investment Company Act
are separate requirements applying to Covered Officers and others, and are not
part of this Code.
VIII. Amendments
This Code may not be amended except in written form, which is specifically
approved by a majority vote of the investment company's board of trustees,
including a majority of Independent Trustees.
IX. Confidentiality
All reports and records prepared or maintained pursuant to this Code shall
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 members of Board of Trustees and their
counsel.
X. 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 the Trust, as to any fact,
circumstance, or legal conclusion.
Date: May 15, 2003
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Exhibit A
Persons Covered by this Code of Ethics:
Robert J. Markman - President
Judith E. Fansler - Treasurer
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