IRONWOOD SERIES TRUST
(THE "FUND")
CODE OF ETHICS UNDER THE SARBANES-OXLEY ACT
I. INTRODUCTION
The Board of Trustees of the Fund has established this Code of Ethics (the
"Code") in accordance with the Sarbanes-Oxley Act of 2002 and the rules
promulgated thereunder. This Code does not supersede or otherwise affect the
separate codes of ethics that each Fund and its investment adviser have adopted
pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the
"1940 Act").
This Code is designed to deter wrongdoing and promote:
(i) honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(ii) full, fair, accurate, timely, and understandable disclosure in reports
and documents that each Fund files with, or submits to, the Securities
and Exchange Commission ("SEC") and in other public communications
made by the Fund;
(iii) compliance with applicable governmental laws, rules, and regulations;
(iv) the prompt internal reporting of violations of the Code to an
appropriate person or persons; and
(v) accountability for adherence to the Code.
The Code applies to each Fund's Chief Executive Officer and Chief Financial
Officer (collectively, "Covered Officers," each of whom is set forth in Exhibit
A).
II. PRINCIPLES OF HONEST AND ETHICAL CONDUCT
A. GENERAL OBJECTIVES
Each Fund expects its Covered Officers to adhere to the highest possible
standards of honest and ethical conduct. All Covered Officers are expected to
handle actual or apparent conflicts of interest between personal and
professional relationships in a manner that is above reproach, and to place the
interests of the Fund above their own personal interests.
B. CONFLICTS OF INTEREST
All Covered Officers should be scrupulous in avoiding a conflict of interest
with regard to the Fund's interests. A conflict of interest occurs when an
individual's private interest interferes in any way -- or even appears to
interfere -- with the interests of the Fund. A conflict situation can arise when
a Covered Officer takes actions or has interests that may make it difficult to
perform his or her work for the Fund objectively and effectively. Conflicts of
interest also arise when a Covered Officer, or a member of his or her family,
receives improper benefits as a result of his or her position with the Fund,
whether such benefits are received from the Fund or a third party. Any conflict
of interest that arises in a specific situation or transaction must be disclosed
by the Covered Officer and resolved before taking any action.
Conflicts of interest may not always be evident, and Covered Officers should
consult with the Compliance Officer or the applicable Fund's legal counsel if
they are uncertain about any situation.
Examples of possible conflicts of interest include:
1. Outside Employment or Activities
Covered Officers may not engage in any outside employment or activity that
interferes with their performance or responsibilities to the Fund or is
otherwise in conflict with or prejudicial to the Fund. A Covered Officer must
disclose to the Compliance Officer any outside employment or activity that may
constitute a conflict of interest and obtain the Compliance Officer's approval
before engaging in any such employment or activity.
2. Gifts
Covered Officers may not accept gifts or other items of more than de minimis
value from any person or entity that does business with or on behalf of the
Fund.
3. Other Situations
Because other conflicts of interest may arise, it would be impractical to
attempt to list all possible situations in this Code. If a proposed transaction
or situation raises any questions or doubts, a Covered Officer should consult
with the Compliance Officer or the applicable Fund's counsel before engaging in
the transaction or activity.
C. CORPORATE OPPORTUNITIES
Covered Officers may not exploit for their own personal gain, or for the
personal gain of their family members or relatives, opportunities that are
discovered through the use of Fund property, information, or position, unless
the opportunity is first disclosed fully in writing to the applicable Board of
Trustees and the Board of Trustees declines to pursue such opportunity.
III. FULL, FAIR, ACCURATE, TIMELY, AND UNDERSTANDABLE DISCLOSURE IN FUND
DISCLOSURE AND REPORTING DOCUMENTS
As a registered investment company, it is of critical importance that each
Fund's public communications, reports, and SEC filings contain full, fair,
accurate, timely, and understandable disclosure. Accordingly, the Fund's Covered
Officers are expected to consider it central to their roles as officers of the
Fund to promote full, fair, accurate, timely, and understandable disclosure in
the Fund's public communications and reports, and in the documents that the Fund
files with, or submits to, the SEC.
Depending on his or her position with the Fund, a Covered Officer may be called
upon to provide necessary information to make the Fund's public reports,
communications, and SEC filings and submissions complete, fair, and
understandable. The Fund expects its Covered Officers to take this
responsibility very seriously and to provide prompt and accurate answers to
inquiries related to the Fund's public disclosure requirements. Covered Officers
may be asked to certify the accuracy of all responses and information provided
for inclusion in the Fund's public reports, communications, and SEC filings and
submissions.
IV. COMPLIANCE WITH APPLICABLE GOVERNMENTAL RULES AND REGULATIONS
As a registered investment company, each Fund is subject to regulation by the
SEC and must comply with Federal securities laws and regulations, as well as
other applicable laws. Each Fund insists on strict
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compliance with the spirit and the letter of these laws and regulations. Each
Covered Officer shall cooperate with Fund counsel, the Fund's independent
accountants, and the Fund's other service providers with the goal of maintaining
the Fund's material compliance with applicable governmental rules and
regulations.
The Fund expects its Covered Officers to comply with all laws, rules, and
regulations applicable to the Fund's operations and business. Covered Officers
should seek guidance whenever they are in doubt as to the applicability of any
law, rule, or regulation, or regarding any contemplated course of action.
Covered Officers should also make use of the various guidelines which the Fund
and its service providers have prepared on specific laws and regulations. If in
doubt on a course of action, a good guideline is "always ask first, act later"
- -- if you are unsure of what to do in any situation, seek guidance before you
act.
Upon obtaining knowledge of any material violation of any applicable law, rule,
or regulation by the Fund or a person acting with or on behalf of the Fund, a
Covered Officer shall report such violation to the Compliance Officer, the
applicable Fund's counsel, or both. (See Section VI of the Code for a discussion
of reporting Code violations.) Each Covered Officer shall cooperate or take such
steps as may be necessary or appropriate to remedy any such material violation.
V. CONFIDENTIALITY
The Fund's Covered Officers must maintain the confidentiality of information
entrusted to them by the Fund, except when disclosure is authorized by the
applicable Fund's counsel or required by laws or regulations. Whenever possible,
Covered Officers should consult with Fund counsel if they believe they have a
legal obligation to disclose confidential information. Confidential information
includes all non-public information that might be of use to competitors, or
harmful to the Fund or its shareholders, if disclosed. The obligation to
preserve confidential information continues even after employment as a Covered
Officer ends.
VI. PROMPT INTERNAL REPORTING OF VIOLATIONS OF THE CODE; EVALUATION OF POSSIBLE
VIOLATIONS; DETERMINATION OF SANCTIONS
A. REPORTING TO COMPLIANCE OFFICER. The Fund's Covered Officer shall
promptly report knowledge of, or information concerning, any material violation
of this Code to the Compliance Officer. Any such report shall be in writing, and
shall describe in reasonable detail the conduct that such Covered Officer
believes to have violated this Code. The Compliance Officer shall also have the
authority to draft a report of a suspected material violation of the Code, if no
written report is made by a Covered Officer.
B. EVALUATION OF REPORTS. The Compliance Officer shall then consult with
the applicable Fund's counsel to the extent necessary to determine whether the
reported conduct actually violates the Code. If it is determined that there has
been a violation of the Code, the Compliance Officer will determine (in
consultation with the applicable Fund's counsel) whether the violation has had
or may have, in the reasonable judgment of the Compliance Officer, a material
adverse impact upon the Fund.
1. NO MATERIAL ADVERSE IMPACT ON THE FUND. If the Compliance Officer
determines that the violation has not caused a material adverse impact upon the
Fund, the Compliance Officer shall determine what sanctions, if any, may be
appropriate for the violation. (See Section VIII of the Code for a discussion of
possible sanctions.)
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2. MATERIAL ADVERSE IMPACT ON THE FUND. If the Compliance Officer
determines that the violation has caused a material adverse impact upon the
Fund, the Compliance Officer shall promptly notify the Board of such violation.
The Board shall be entitled to consult with independent legal counsel to
determine whether the violation actually has had a material adverse impact upon
the Fund; to formulate sanctions, if any, appropriate for the violation; or for
any other purpose that the Board, in its business judgment, determines to be
necessary or advisable. (See Section VIII of the Code for a discussion of
possible sanctions.)
C. PERIODIC REPORTS BY COMPLIANCE OFFICER TO BOARD OF DIRECTORS. The
Compliance Officer shall report to each Board at each regularly scheduled Board
meeting all violations of this Code with respect to the applicable Fund or Funds
(whether or not they caused a material adverse impact upon the Fund) and all
sanctions imposed.
VII. WAIVERS OF PROVISIONS OF THE CODE
A. WAIVERS. A Covered Officer may request a waiver of a provision of this
Code if there is a reasonable likelihood that a contemplated action
would be a material departure from a provision of the Code. Waivers
will not be granted except under extraordinary or special
circumstances.
The process of requesting a waiver shall consist of the following
steps:
a. The Covered Officer shall set forth a request for waiver in
writing and submit such request to the Compliance Officer.
The request shall describe the conduct, activity, or
transaction for which the Covered Officer seeks a waiver,
and shall briefly explain the reason for engaging in the
conduct, activity, or transaction.
b. The determination with respect to the waiver shall be made
in a timely fashion by the Compliance Officer, in
consultation with Fund counsel, and submitted to the Board
for ratification.
c. The decision with respect to the waiver request shall be
documented and kept in the applicable Fund's records for the
appropriate period mandated by applicable law or regulation.
B. DISCLOSURE OF WAIVERS. To the extent required by applicable law,
waivers (including "implicit waivers") shall be publicly disclosed on
a timely basis. An "implicit waiver" is defined as the Fund's failure
to take action within a reasonable period of time regarding a material
departure from a provision of the Code that has been made known to an
"executive officer" of the Fund. For this purpose, an "executive
officer" is the Fund's President or Chief Executive Officer, Vice
President (who is in charge of a principal policymaking function), or
any other person who performs similar policymaking functions for the
Fund. For the purpose of determining whether an "implicit waiver" has
occurred, if a material departure from a provision of the Code is
known only by the Covered Officer who has caused the material
departure, the material departure will not be considered to have been
made known to an executive officer of the Fund.
VIII. ACCOUNTABILITY FOR ADHERENCE TO THE CODE
The matters covered in this Code are of the utmost importance to each Fund and
its shareholders, and are essential to each Fund's ability to conduct its
business in accordance with its stated values. The Fund's
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Covered Officers are expected to adhere to these rules in carrying out their
duties for the Fund.
The Fund will, if appropriate, take action against any of its Covered Officers
whose actions are found to violate this Code. Sanctions for violations of the
Code may include, among other things, a requirement that the violator undergo
training related to the violation, a letter of sanction, the imposition of a
monetary penalty, and/or suspension or termination of the employment of the
violator. Where the Fund has suffered a loss because of violations of this Code
or applicable laws, regulations, or rules, it may pursue its remedies against
the individuals or entities responsible.
IX. RECORDKEEPING
A. GENERAL. Each Fund requires accurate recording and reporting of
information in order to make responsible business decisions. Each Fund's books,
records, accounts and financial statements must be maintained in reasonable
detail, must appropriately reflect the Fund's transactions, and must conform
both to applicable legal requirements and to the Fund's system of internal
controls.
B. CODE OF ETHICS RECORDS. A copy of this Code, any amendments hereto, and
any reports or other records created in relation to waivers of or amendments to
provisions of this Code shall be kept as records of the applicable Fund for six
years from the end of the fiscal year in which such document was created. Such
records shall be furnished to the SEC or its staff upon request.
X. AMENDMENTS TO THE CODE
TheCovered Officers and the Compliance Officer are encouraged to recommend
improvements to this Code to the Board of Trustees. The Fund's Board may amend
the Code in its discretion with respect to that Fund. In connection with any
amendment to the Code, the Compliance Officer shall prepare a brief description
of the amendment, in order that this description may be disclosed in accordance
with applicable law and regulations.
DATED: February 24, 2004
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EXHIBIT A
COVERED OFFICERS
Fund Chief Executive Officer Chief Financial Officer
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Ironwood Series Trust Warren J. Isabelle Gary S. Saks
A-1