ICM 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). For the purposes of this Code, the Compliance Officer is
[Name].
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 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.)
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 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
The Covered 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
A-1
Exhibit A
COVERED OFFICERS
Fund Chief Executive Officer Chief Financial Officer
ICM Series Trust Warren J. Isabelle Gary S. Saks