[GRAPHIC OMITTED]
PNC
Exhibit (p)
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Policy Owner: PNC Capital Advisors, LLC Effective Date:
October 8, 2009
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Approver(s): PNC Capital Advisors, LLC Board of Directors Date Approved:
tbd
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COMBINED PERSONAL TRADING CODE OF ETHICS
PNC CAPITAL ADVISORS, LLC
ALLEGIANT FUNDS
ALLEGIANT ADVANTAGE FUND
SECTION 1 DEFINITIONS
Capitalized terms used herein shall have the meanings set forth below:
"ACCESS PERSON" means:
(i) Any Advisory Person of a Fund or the Adviser, including the
Adviser's directors, officers, and general partners;
(ii) Any director, officer, general partner or Advisory Person of the
Adviser who, with respect to any Fund, makes any recommendation,
participates in the determination of which recommendation will be
made, or whose principal function or duties relate to the
determination of which recommendation will be made, or who, in
connection with his or her duties, obtains any information
concerning recommendations on Covered Securities being made by the
Adviser to any Fund;.
(iii) Any director, officer or general partner of a principal underwriter
who, in the ordinary course of business, makes, participates in or
obtains information regarding, the purchase or sale of Covered
Securities by the Funds for which the principal underwriter acts, or
whose functions or duties in the ordinary course of business relate
to the making of any recommendation to the Funds regarding the
purchase or sale of Covered Securities.
(iv) Any other person who is deemed by the Adviser's Chief Compliance
Officer or Code of Ethics Review Committee to be an Access Person.
"ADVISORY PERSON" means:
(i) any director, officer, general partner or employee of the Fund or
Adviser (or of any company in a control relationship to the Fund or
Adviser) who, in connection with his or her regular functions or
duties, makes, participates, in or obtains information regarding,
the purchase or sale of Covered Securities by a Fund, or whose
functions relate to the making of any recommendations with respect
to such purchases or sales; and
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(ii) Any natural person in a control relationship to the Fund or Adviser
who obtains information concerning recommendations made to the Fund
with regard to the purchase or sale of Covered Securities by the
Fund.
"ADVISER" or "PCA" means PNC Capital Advisors, LLC.
"ADVISORY CLIENT" means any account the Adviser has discretionary authority to
manage.
"ASSOCIATED ACCOUNT" means securities and futures accounts of the Access Person
(or consultant), the Access Person's (i) spouse, (ii) minor children, (iii)
other household members (iv) any other accounts subject to an employee's
discretion or control (e.g. custodial and trust accounts, etc.) and (v) any
other accounts in which the employee has beneficial interest and a substantial
ability to influence transactions (e.g. joint accounts, co-trustee accounts,
partnerships, investment clubs).
"AUTOMATIC INVESTMENT PLAN" means a program in which regular periodic purchases
(or withdrawals) are made automatically in (or from) investment accounts in
accordance with predetermined schedule and allocation. An Automatic Investment
Plan may include a dividend reinvestment plan, participation in a 401(k) plan or
employee stock purchase plan provided that purchases or withdrawals are made
automatically.
"CHIEF COMPLIANCE OFFICER" means the Chief Compliance Officer of the Adviser,
unless otherwise specified.
"COMPLIANCE TEAM" means the Compliance Team of the Adviser, unless otherwise
specified.
"CONTROL" means the power to exercise a controlling influence over the
management or policies of a company, unless such power is solely the result of
an official position with such company. For purpose of this section, control has
the same meaning as it does in section 2(a)(9) of the Investment Company Act of
1940.
"COVERED SECURITY" means a Security as defined in herein, except that it does
not include:
(i) Direct obligations of the Government of the United States;
(ii) Bankers' acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments, including repurchase
agreements; and
(iii) Shares issued by open-end investment companies (mutual funds).
"DIRECTOR", "TRUSTEE,"or "OFFICER" means each trustee, director or officer of
the Allegiant Funds and Allegiant Advantage Funds who is not also an Access
Person.
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"EXCHANGE TRADED FUND" or "ETF" means a registered investment company that
operates pursuant to an order from the Securities and Exchange Commission
exempting the ETF from certain provisions of the Investment Company Act of 1940
so that the ETF may issue Securities that trade in a secondary market, and which
are redeemable only in large aggregations called creation units.
"FUND" means the Allegiant Funds, and the Allegiant Advantage Fund.
"FULLY DISCRETIONARY ACCOUNT" means a personal securities account that has been
deemed "fully discretionary" by the Compliance Team. For purposes of this Code,
the Compliance Team may deem a personal securities account to be discretionary
if an Access Person has no direct or indirect influence or control (I.E., if
investment discretion for that account has been delegated in writing to an
independent manager at another firm and that discretion is not shared with the
Access Person) over the trading activity in the account, aside from choosing an
investment style(s) or allocation. As a general matter, an account may be
considered fully discretionary if the Access Person does not have the right to
request transactions, and receives no prior notice of transactions. In order to
have an account treated as a Fully Discretionary Account for purposes of this
Code, an Access Person must provide a copy of the investment management
agreement to the Compliance Team. The Compliance Team has complete discretion to
determine whether such account shall be treated as a Fully Discretionary
Account.
"HOUSEHOLD MEMBERS" refers to persons residing at the same address as the Access
Person, Director, Trustee or Officer, where the Access Person, Director, Trustee
or Officer has knowledge and influence over the investment decisions of the
account holder. If an employee resides at an address with another individual(s)
where the employee does not have knowledge and influence over the person(s)
investment decisions, the employee must complete a Residence Disclosure Form
describing the relationship, which will be retained by Compliance. Completion
and acceptance of the form by the Compliance Team will exempt the employee from
any further reporting requirements for the accounts held by other person(s). The
Compliance Team is responsible for providing this form.
"INITIAL PUBLIC OFFERING" or "IPO" means an offering of Securities registered
under the Securities Act of 1933, the issuer of which, immediately before the
registration, was not subject to the reporting requirements of Sections 13 or
15(d) of the Securities Exchange Act of 1934.
"LIMITED OFFERING" means an offering that is exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to
Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.
"INVESTMENT PERSON" means an Access Person who is responsible for making the
investment decisions (such as a portfolio manager, investment analyst supporting
the portfolio manager) for an Advisory Client's portfolio, equity securities
traders, and others who assist in the implementation of the investment decisions
for the investment teams.
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"PURCHASE OR SALE OF A SECURITY" includes, among other things, the writing of
options to purchase or sell a Security.
"REPORTABLE FUND" means: (i) any fund for which the Adviser serves as an
investment adviser as defined in section 2(a)(20) of the Investment Company Act
of 1940; or (ii) any fund whose investment adviser or principal underwriter
controls the Adviser, is controlled by the Adviser, or is under common control
with the Adviser. For purposes of this section, "control" has the same meaning
as it does in section 2(a)(18) of the Investment Company Act.
"REPORTABLE SECURITY" means a Security (as defined herein), except that it does
not include: (i) direct obligations of the Government of the United States; (ii)
banker's acceptances, bank certificates of deposit, commercial paper and high
quality short-term debt instruments, including repurchase agreements; (iii)
shares issued by money market funds; (iv) shares issued by open-end funds; and
(v) shares issued by unit investment trusts that are invested exclusively in one
or more open-end funds, none of which are Reportable Funds. Reportable Security
includes a Reportable Fund, Exchange Traded Funds, and PNC stock.
"REPORTING PERSON" is any Access Person, employee of National City Bank, or PNC
Bank N.A. whose duties include supporting the Adviser's clients and/or provides
services to the Adviser, and who may have access to information regarding the
purchase, sale or recommendation with regard to the purchase or sale of
Reportable Securities for Advisory Clients by virtue of sharing office space and
facilities with Access Persons.
"SECURITY" means any note, stock, treasury stock, security future, bond,
debenture, evidence of indebtedness, certificate of interest or participation in
any profit-sharing agreement, collateral-trust certificate, reorganization
certificate or subscription, transferable share, investment contract,
voting-trust certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas, or other mineral rights, any put, call,
straddle, option, or privilege on any security (including a certificate of
deposit) or on any group or index of securities (including any interest therein
or based on the value thereof), or any put, call, straddle, option, or privilege
entered into on a national securities exchange relating to foreign currency, or,
in general, any interest or instrument commonly known as a "security", or any
certificate of interest or participation in, temporary or interim certificate
for, receipt for, guarantee of, or warrant or right to subscribe to or purchase,
any of the foregoing.
SECTION 2 STATEMENT OF GENERAL PRINCIPLES
In general, Rule 204A-1 requires all registered investment advisers to
establish a written code of ethics. The code must include, among other things, a
standard of business conduct that reflects the adviser's fiduciary obligations
as well as provisions requiring the adviser's supervised persons to comply with
applicable Federal Securities Laws. Rule 17j-1 imposes an obligation on
registered investment companies, investment advisers and principal underwriters
to adopt written codes of ethics covering the securities activities of certain
directors, trustees, officers, Access Persons and employees. This Code is
designed to ensure that: (i) Access Persons and employees do not use information
concerning clients' portfolio securities activities for their personal benefit
or to the detriment of such clients and (ii) Access Persons do not engage in
improper trading of shares of the Funds or of other funds for which the Adviser
serves as adviser or sub-adviser.
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A sub-adviser of any Fund (and the sub-adviser's Access Persons and employees)
shall be subject to this Code unless the board of directors/trustees of the Fund
(each a "Board") has approved a separate code of ethics for that sub-adviser (a
"Sub-Adviser Code"). In that case, such sub-adviser and all Access Persons of
such Fund that are officers, directors or employees of such sub-adviser shall be
subject to the terms of the relevant Sub-Adviser's Code in lieu of the terms of
this Code.
In reviewing and approving a Sub-Adviser Code, a Board shall, in addition to
making the findings required by Rule 17j-1, consider whether the Sub-Adviser
Code has provisions reasonably designed to detect and deter improper trading by
the Sub-Adviser's employees in shares of the portfolio of the relevant Fund(s).
It is not the intention of this Code to prohibit personal securities activities
by Access Persons and employees, but rather to prescribe rules designed to
prevent actual and apparent conflicts of interest. While it is not possible to
define and prescribe all-inclusive rules addressing all possible situations in
which conflicts may arise, this Code sets forth the policies of the Adviser and
the Funds regarding conduct in those situations in which conflicts are most
likely to develop.
This Code supplements the PNC's policy on Personal Investment Transaction Rules
for All Employees and PNC Employee Conduct Policies, available on the PNC
Intraweb. Each Access Person must observe those policies, as well as abide by
the additional principles and rules set forth in this Code and any other
applicable legal or policies and obligations.
The following principles shall govern personal investment activities and the
interpretation and administration of this Code:
- The interest of Fund shareholders and Advisory Clients must be
placed first at all times;
- All personal securities transactions must be conducted consistent
with this Code and in such a manner as to avoid any actual or
potential conflict of interest or any abuse of an individual's
position of trust and responsibility;
- Access Persons, Reporting Persons, Directors, Trustees and Officers
should not take inappropriate advantage of their positions;
- Access Persons, Reporting Persons, Directors, Trustees and Officers
must comply with applicable federal securities laws; and
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- Access Persons, Reporting Persons, Directors, Trustees and Officers
must comply with all applicable compliance policies and procedures
of the Fund and the Adviser.
Technical compliance with the policies and procedures of this Code will not
automatically insulate from scrutiny any transaction or pattern of transactions
that is not in keeping with the principles stated in this Code.
Pre-clearance and reporting of personal securities transactions and other rules
under this Code do not relieve employees from responsibility for compliance with
the federal securities laws such as the prohibitions against ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and
tipping.
SECTION 3 RESTRICTIONS ON, AND PROCEDURES TO MONITOR, PERSONAL INVESTING
ACTIVITIES
PRECLEARANCE OF PERSONAL SECURITIES TRANSACTIONS
Access Persons must preclear all personal transactions in Reportable Securities,
unless an exemption applies. Directors, Trustees and Officers must preclear all
personal transactions in Reportable Securities if such person knew or should
have known that the same Reportable Securities have been traded or considered
for trade by the Fund or by the Adviser for purchase by the Fund within the past
15 days. Once granted, preclearance approval will expire at the close of
business on the next business day. Notwithstanding the foregoing, preclearance
is not required for personal securities transactions in Reportable Funds, PNC
Stock and Exchange Traded Funds, or for transactions in Fully Discretionary
Accounts.
The Adviser recognizes that directors who are not investment personnel,
analysts, traders and portfolio managers of the Adviser do not have on-going,
day-to-day involvement with the operations of the Adviser. In addition, it has
been the practice of Adviser not to divulge information about securities
purchased or sold or considered for purchase or sale by Adviser to such
directors until after such securities are purchased or sold by Adviser.
Accordingly, the Adviser believes that less stringent controls are appropriate
for such directors. Therefore, the preclearance requirements of this Code are
not applicable to such directors.
Note: Access Persons are responsible for preclearing transactions in Reportable
Securities in all Associated Accounts. This includes accounts where the Access
Person's, spouse or other family member may make the investment decisions or the
Access Person has granted investment discretion to an investment adviser or
broker dealer, unless the account has been deemed a Fully Discretionary Account.
The same responsibility applies to Directors, Trustees and Officers, and their
Associated Accounts, if such person knew or should have known that the same
Reportable Securities have been traded or considered for trade by the Fund or by
the Adviser for purchase by the Fund within the past 15 days.
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Although Access Persons may conduct trading for their own accounts and
Associated Accounts within the limits of the policy, trading during working
hours should be limited. Extensive trading that may affect on-the-job
performance may be considered a violation of this policy and PCA reserves the
right to restrict trading in such circumstances. In addition, PCA reserves the
right to prohibit employees from trading in certain securities or markets.
BLACKOUT PERIODS
(1) No Access Person shall execute a personal securities transaction on
a day during which any Advisory Client's account has entered a "buy"
or "sell" order in that same Security, until that order is executed
or withdrawn. A Trustee who is not an "interested person" of the
Fund, as defined in the Investment Company Act of 1940, shall not
execute a securities transaction on a day during which he or she has
actual knowledge that the Adviser has entered a "buy" or "sell"
order in that same Security for the Fund, until that order is
executed or withdrawn.
(2) No Access Person shall execute a personal securities transaction in
a Security with a market capitalization below $10 billion within
three calendar days before or after an Advisory Client's account
trades in that security.
(3) Investment Personnel are prohibited from buying or selling a
Security for his/her Associated Account within seven calendar days
before or after an Advisory Client's account, over which he/she has
discretionary authority, trades in that Security.
Blackout Exceptions:
(1) Preclearance may be granted when the Adviser has bought or sold a
Security solely for accounts managed to mirror an index.
(2) Preclearance may be granted for transactions when the Adviser has
bought or sold a Security for client accounts, subject to the
following conditions:
a. The Security has a market capitalization of $10 billion and
above; and
b. The transaction requested is for 1,000 shares or less.
This exemption does not apply to Investment Personnel with respect to a
Security that they have purchased in the last seven days or that they
are considering for purchase in the next seven days.
Personal securities transactions in Securities with a market
capitalization in excess of $10 billion that exceed the 1,000 share
limit are subject to the black-out periods set forth above.
Note: The transaction must be precleared in order to take advantage of
this exception.
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A violation of the second blackout exception is considered a level III
violation under this Code. The sanctions that may be imposed include
breaking the trade and disgorging profits.
THE FOLLOWING SECURITIES ARE EXEMPT FROM PRECLEARANCE:
(1) Exchange Traded Funds (ETFs);
(2) Reportable Funds;
(3) Investment grade fixed-income securities;
(4) Open-ended investment companies (open-end mutual funds);
(5) Securities purchased or sold in a transaction that is
non-volitional, e.g., gifts, stocks sold pursuant to a margin call,
and stocks purchased or sold pursuant to the exercise of a put or
call option;
(6) Securities acquired as a part of a dividend reinvestment plan or as
part of an automatic investment plan previously disclosed to the
Compliance Team*;
(7) Securities acquired upon the exercise of rights issued by an issuer
pro rata to all holders of a class of its securities;
(8) PNC stock; and
(9) Securities traded in Fully Discretionary Accounts.
*If you intend to purchase Reportable Securities through an automatic investment
plan, please notify the Compliance Team prior to the first purchase (or sale)
via email (or memo), stating the name of the security, the amount and frequency
of the purchases, and the account information. You must receive an
acknowledgment from the Compliance Team that this notice has been received PRIOR
to making the first investment.
FURTHER RESTRICTIONS ON TRADING ACTIVITY:
Excessive Trading: Access Persons are strongly discouraged from engaging in
excessive trading for their personal accounts. Although this Code does not
define excessive trading, Access Persons should be aware that their trading
activity may be reviewed by the Compliance Team and may be reported to the
Access Person's manager and to the President, if deemed excessive.
Diversion of Investment Opportunity: Access Persons should not acquire a
security that would be suitable for a client account without first considering
whether to recommend or purchase that security to or for the client's account.
Prohibition on Front Running: "Front running" is generally considered to be the
practice of effecting a securities transaction with advance knowledge of another
transaction in the same or related security for client account(s), typically a
block transaction, in order to personally benefit from the effect of the block
transaction upon the price of the security or related security. Front running is
a prohibited practice. Access Persons' personal securities transactions shall be
reviewed periodically by Compliance for evidence of front running.
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INITIAL PUBLIC OFFERINGS AND LIMITED OFFERINGS
Access Persons must obtain approval from the President of the Adviser before
directly or indirectly acquiring any securities in an initial public offering or
in a limited offering, either for him or herself, or in any Associated Accounts.
Equity traders are prohibited from purchasing IPOs.
FUND ACQUISITION OF SHARES IN COMPANIES THAT ACCESS PERSONS HOLD THROUGH LIMITED
OFFERINGS
Access Persons who have been authorized to acquire securities in a limited
offering must disclose that investment to the Chief Compliance Officer when the
Access Person is involved in any accounts' subsequent consideration of an
investment in the issuer, and any accounts' decisions to purchase such
securities must be independently reviewed by the Code of Ethics Review
Committee.
PROHIBITION ON SHORT-TERM TRADING PROFITS
No Access Person shall profit in the purchase and sale, or the sale and
purchase, of the same (or equivalent) Reportable Securities within 60 calendar
days, provided however, that this restriction does not apply to ETFs and
Reportable Funds or transactions in Fully Discretionary Accounts. Access Persons
trading open-end investment company shares are expected to comply with the
provisions set forth in the fund prospectus regarding short-term trading
activity. Cashless exercises of stock options are considered one transaction (a
sale) for the purpose of this prohibition, and are therefore allowed (in the
event required preclearance has been granted). Note: The holding period of
investments withdrawn from an automatic investment plan will be calculated on a
first-in, first-out basis.
These prohibitions are in addition to, and do not supersede, the provisions of
PNC's policy on Personal Investment Transaction Rules for All Employees and PNC
Employee Conduct Policies, available on the PNC Intraweb This policy prohibits,
among other things:
o Engaging in day trading or short selling of PNC or BlackRock
Securities; and
o Engaging in transactions in any derivatives of PNC securities,
including buying and writing options.
Note: The PNC policies cited above only apply to Access Persons, and not to
Directors, Trustees and Officers.
MARKET TIMING MUTUAL FUND TRANSACTIONS
Access Persons shall not participate in any activity that may be construed as
market timing of mutual funds.
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PROHIBITION ON ACCEPTING GIFTS
Access Persons shall not give or receive any gift or item of more than de
minimis value ($100 annually) from any non-affiliated person or entity that does
business with or on behalf of a Fund or the Adviser. This limitation does not
apply to bona fide dining or entertainment (e.g., concerts, sporting events) if,
during such dining or entertainment, the Access Person is accompanied by the
representative of the entity that does business with the Fund or Adviser.
Entertainment shall not be excessively extravagant or too frequently accepted.
This prohibition applies only to Access Person employed by PNC and its
affiliates, not to Directors, Trustees and Officers.
Further restrictions apply. Please refer to The PNC Financial Services Group,
Inc. Corporate Code of Business Conduct and Ethics policy on Gifts and
Entertainment, which is available on the PNC intraweb for additional limitations
and requirements,. For example, when travel arrangements and/or accommodations
are to be paid for by a customer or vendor, you must obtain prior approval from
the PNC Corporate Ethics Office, unless an exemption applies.
SERVICES AS A DIRECTOR
Access Persons shall not serve on the boards of directors of any company that
has issued publicly traded securities, absent prior authorization by the
President of the Adviser. Trustees should promptly disclose the existence of his
or her acceptance of a position on any other board of directors/trustees of a
company that has issued publicly traded securities or any company in the
investment management, securities or financial services industries to the
relevant Fund's Chief Compliance Officer.
TREATMENT OF TEMPORARY EMPLOYEES
Employees hired by the Adviser on a temporary basis (defined as three months or
less), that do not have access to nonpublic information regarding any Advisory
Clients' purchase or sale of Securities, or nonpublic information regarding the
portfolio holdings of any Reportable Fund, will not be subject to the reporting
and preclearance requirements of the Code. The temporary employees are required
to receive training on the Adviser's Code of Ethics and sign a confidentiality
agreement. The Compliance Team is responsible for providing training on the Code
of Ethics to such temporary employees.
SECTION 4 REPORTING
APPROVED FINANCIAL INSTITUTIONS
All Access Persons are required to maintain their personal securities accounts
with an approved financial institution listed in Exhibit 1, which may be amended
from time to time. Exceptions to this policy require the prior approval of the
applicable line of business management and will only be granted in limited
circumstances. If an exception to this policy is granted, Access Persons must
arrange for duplicate statements and confirmations to be sent to the Compliance
Team. Access Persons with personal securities accounts that are not with an
approved financial institution are responsible for ensuring that all accounts,
transactions and holdings that are required to be reported under this Code are
reported to the Compliance Team using the designated personal securities
reporting system.
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INITIAL HOLDINGS REPORTS
Except as otherwise provided below, every Access Person, Reporting Person,
Director, Trustee and Officer shall report to the designated compliance
personnel responsible for administering this Code, no later than 10 days after
the person becomes a Access Person, Trustee or Officer, the following
information which information must be current as of a date no more than 45 days
prior to the date the person becomes a Reporting Person, Access Person,
Director, Trustee or Officer:
(1) The title and type of Security, and the exchange ticker symbol or
cusip number (if applicable), number of shares (for equity
securities) and principal amount (for debt securities ) of each
Reportable Security in an Associated Account when the person became
a Access Person, Trustee or Officer;
(2) The name of any broker, dealer or bank with whom such person
maintained an account in which any Security was held for the direct
or indirect benefit of such person as of the date the person became
a Access Person, Trustee or Officer; and
(3) The date that the report is submitted by such person.
A Trustee who is not an "interested person" of the fund, as defined in the
Investment Company Act of 1940, need not make an initial holdings report.
In addition to the Initial Holdings Report, Access Persons and Reporting Persons
complete an employee questionnaire no later than 10 days after that person
becomes an Access Person or Reporting Person. This questionnaire requires
disclosure of any regulatory actions against such Access Person or Reporting
Person, and any felony convictions or guilty pleas, any convictions or guilty
pleas related to any misdemeanors involving: investments or an
investment-related business, or any fraud, false statements, or omissions,
wrongful taking of property, bribery, perjury, forgery, counterfeiting,
extortion, or a conspiracy to commit any of these offenses.
QUARTERLY TRANSACTIONS REPORTS
Except as otherwise provided below, every Access Person, Reporting Person,
Director, Trustee and Officer shall report to the designated compliance
personnel responsible for administering this Code, no later than 30 days after
the end of each calendar quarter, the following information:
(1) With respect to transactions in any Reportable Security held in an
Associated Account:
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a. The date of the transaction, the title, and the exchange ticker
symbol or cusip number (if applicable), the interest rate and
maturity date (if applicable) and the number of shares (for
equity securities) and the principal amount (for debt
securities) of each Reportable Security involved;
b. The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
c. The price of the Reportable Security at which the transaction
was effected;
d. The name of the broker, dealer or bank with or through which
the transaction was effected; and
e. The date that the report is submitted by such person.
(2) With respect to any account established by the Access Person
(including Associated Accounts), Reporting Person, Director, Trustee
or Officer in which any securities were held during the quarter for
the direct or indirect benefit of such person:
a. The name of the broker, dealer, or bank with whom the account
was established;
b. The date the account was established; and
c. The date that the report is submitted by such person.
A Director or Trustee who is not an "interested person" of a Fund, as defined in
the Investment Company Act of 1940, need only submit a quarterly transaction
report if such Director or Trustee, at the time of that transaction, knew or, in
the ordinary course of fulfilling his or her official duties as a director or
trustee of the Fund, should have know that, during the 15-day period immediately
before or after the date of the transaction by the Director or Trustee, such
Reportable Security was purchased or sold by the Fund or was being considered by
the Fund or the Adviser for purchase or sale by the Fund.
An Access Person, Reporting Person, Director, Trustee or Officer need not make a
quarterly transaction report under this section with respect to transactions
effected pursuant to an Automatic Investment Plan or transactions that are
non-volitional on the part of such person, i.e. tender offer, spin-off, split,
or reverse split.
ANNUAL HOLDINGS REPORT
Except as otherwise provided below, every Access Person, Reporting Persons,
Director, Trustee and Officer shall report to the designated compliance
personnel responsible for administering this Code at least once each 12-month
period on January 31 the following information (which must be current as of a
date no more than 45 days before the report is submitted):
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(1) The title and type of Security, and the exchange ticker symbol or
cusip number (if applicable), number of shares (for equity
securities) and principal amount (for debt securities) of each
Reportable Security, including those in Associated Accounts;
(2) The name of any broker, dealer or bank with whom such person
maintains an account in which any securities are held for the direct
or indirect benefit of such person; and
(3) The date that the report is submitted by such person.
EXCEPTION - A person need not make a report under this section with respect to
transactions effected for, and Reportable Securities held in, an Associated
Account over which the person has no direct or indirect influence or control. A
person is considered to have control over an Associated Account, even if
discretion over the account has been granted to an investment adviser or broker
dealer, unless such account has been deemed a Fully Discretionary Account by the
Compliance Team.
For avoidance of doubt, Access Persons, Reporting Persons, Directors, Trustees
and Officers are required to disclose holdings in Fully Discretionary Accounts
(unless they only hold mutual funds).
A Director or Trustee who is not an "interested person" of the Fund, as defined
in the Investment Company Act of 1940, need not make an annual holdings report.
DISCLAIMER
Any person filing a required holdings or transaction report under this Code may
include a statement that the report will not be construed as an admission that
such person has any direct or indirect beneficial ownership of any securities
covered by the report.
DUPLICATE CONFIRMATIONS AND STATEMENTS
All Access Persons must direct their brokers to supply to the designated
compliance personnel responsible for administering this Code, if required, on a
timely basis, duplicate copies of confirmations of all personal securities
transactions and copies of periodic statements for all securities accounts.
ANNUAL CERTIFICATIONS
On an annual basis, Access Persons and Reporting Persons are required to
complete the following:
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(1) An annual certification that (i) he or she has read and understands the Code
and recognizes that he or she is subject to the Code, (ii) that he or she has
complied with the requirements of the Code, including, but not limited to, the
requirement to disclose or report all personal securities transactions as
required by the Code, and (iii) that all his or her personal securities accounts
and Associated Accounts are listed on the designated personal securities
reporting system, or are otherwise not required to be listed because the account
cannot hold Reportable Securities (i.e., a fund direct mutual fund account).
(2) An annual questionnaire, which requires disclosure of outside business
interests, felony charges convictions, fraud proceedings, and any regulatory
disciplinary actions.
Each Director, Trustee and Officer must certify annually that (i) he or she has
read and understands the Code, and (ii) that he or she has complied with the
requirements of the Code, including, but not limited to, the requirement to
disclose or report all personal securities transactions as required by the Code.
SECTION 5 ADMINISTRATION OF THE CODE OF ETHICS
GENERAL RULE
Each Access Person, Reporting Person, Director, Trustee and Officer must report
any violations of this Code of which they are aware promptly to the Chief
Compliance Officer or a designee.
Each Access Person, Reporting Person, Director, Trustee and Officer must be
provided with a copy of, or access to, the Code upon becoming an Access Person,
Reporting Person, Director, Trustee or Officer, and annually thereafter. Each
Access Person shall be provided with copies of, or access to, any amendments to
the Code promptly after such amendments become effective. The Chief Compliance
Officer, or a designate, is responsible for providing copies of or access to
such amendments.
Each Access Person, Trustee and Officer must provide the designated compliance
personnel responsible for administering this Code, with a written or electronic
acknowledgement of his or her receipt of the Code and any amendments.
WRITTEN REPORT TO THE BOARD OF DIRECTORS
No less frequently than annually, the Adviser must furnish to the board of each
of the Funds, a written report that:
(1) Describes any issues arising under the Code or procedures since the
last report to the board of directors, including, but not limited
to, information about material violations of the Code or procedures
and sanction imposed in response to the material violations; and
(2) Certifies that the Adviser or Fund, as applicable, has adopted
procedures reasonably necessary to prevent its Access Persons from
violating the Code.
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CODE OF ETHICS REVIEW COMMITTEE
The Code of Ethics Review Committee (the "Committee") is comprised of the
Adviser's Chief Compliance Officer, the Head of the Administrative Team,
representative(s) from Investment Team(s) or their respective designees, and
such other persons as may be appointed by the Adviser's President to serve on
such committee. The Committee has been established to interpret the Code and
enforce its contents. In addition, the Committee reviews violations of the Code
that exceed level 2.
SANCTIONS
Upon discovering a violation of this Code, the Compliance Team, in consultation
with the President, may impose such sanctions as it deems appropriate, in
accordance with the Suggested Courses of Action listed below. The Committee will
review Level 3 violations.
---------------- ---------------------------------------------- ---------------------------------------
Elevation Level Description of Offense(1) Suggested course of action
---------------- ---------------------------------------------- ---------------------------------------
---------------- ---------------------------------------------- ---------------------------------------
Level 1 Minor offenses: Compliance notifies employee,
(1) Employee provides majority of manager and President of violation
account information, but some data is in writing
missing (for required reporting)
(2) Securities Transaction Report was Employee and manager sign
filed late or not filed acknowledgement of violation
(3) Employee did not submit complete
Initial/Annual Holdings Report or filed Employee may be required to pay a
late fine: $100 for first offense, $500
(4) Employee did not submit annual for second offense.
questionnaire
---------------- ---------------------------------------------- ---------------------------------------
---------------- ---------------------------------------------- ---------------------------------------
Level 2 Technical Violations: Compliance notifies employee,
(1) Employee engages in short-term trading manager and President of violation
(holding period of less than 60 days) in writing
(2) Employee traded without preclearance
approval Employee and manager sign
acknowledgement of violation
Employee may be required to pay a
fine: $100 for first offense, $500
for second offense.
Employee may be required to break
the trade and disgorge profits
---------------- ---------------------------------------------- ---------------------------------------
------------------------
(1) List contains examples only and is not intended to be exhaustive.
15
---------------- ---------------------------------------------- ---------------------------------------
Level 3 Two technical violations in a twelve month CCO meets with Manager and Employee
period or a material violation to discuss violation
Material Violations: Employee maybe required to break
(1) Employee falsified information supplied the trade and disgorge profits
to Compliance
(2) Employee deliberately concealed the Employee may be required to pay a
existence of a personal account fine: $100 for first offense, $500
(3) Employee trades securities without for second offense.
complying with the terms of the blackout
exception for Securities of issuers with a Employee may be subject to
market capitalization in excess of $10 suspension of personal trading
billion (e.g., fails to request activities for at least one quarter
preclearance, trades in excess of 1,000
shares). Employee may be subject to possible
penalties of reduction in bonuses
and/or salary
Allegiant and Allegiant Advantage
Fund, PNC Funds and PNC Alternative
Investment Funds Boards will be
notified of any material violation
---------------- ---------------------------------------------- ---------------------------------------
All monetary fines or sanctions imposed shall be made payable anonymously to a
charity which the Adviser or PNC Bank supports.
SECTION 6 RECORD KEEPING REQUIREMENTS
To the extent required by the SEC, the Chief Compliance Officer shall maintain,
or cause to be maintained, the following records:
16
(1) A copy of this Code or any other Code of Ethics that has been in
effect during the most recent 5-year period;
(2) A record of any violation of any such Code and of any action taken
as a result of such violation in the 5-year period following the end
of the fiscal year in which the violation took place;
(3) A copy of each report made by the Adviser pursuant to this Code for
a period of 5 years from the end of the fiscal year in which such
report or interpretation is made or issued;
(4) A list of all persons who are currently or within the most recent
5-year period have been, who are or were required to make reports
pursuant to this, or a predecessor Code, or who are or were
responsible for reviewing these reports; along with a copy of all
Initial Holdings Reports, Quarterly Reports, Annual Reports,
Preclearance Forms and Duplicate Confirmations filed during that
same period;
(5) An up-to-date list of all Access Persons; and
(6) A record of the approval of, and rationale supporting, the
acquisition of securities in IPO's and private placements for at
least five years after the end of the fiscal year in which the
approval is granted.
These records shall be maintained in an easily accessible place for the time
period required by applicable SEC rules.
SECTION 7 INSIDE INFORMATION STATEMENT
Access Persons, Reporting Persons, Directors, Trustees and Officers are
prohibited from purchasing and selling Securities, in any account, whether
personal or on behalf of others, including Advisory Clients, while in possession
of material, nonpublic information regarding the Securities or issuers of
Securities. In addition, Access Persons, Reporting Persons, Directors, Trustees
and Officers are prohibited from communicating material nonpublic information to
others in violation of the law.
MATERIAL INFORMATION: Information is "material" when there is a substantial
likelihood that a reasonable investor would consider it important in making his
or her investment decisions. Generally, this is information whose disclosure
will have a substantial effect on the price of a company's Securities. Material
information often relates to:
1) A company's earnings results and/or operations. This information may
include: dividend changes, earnings results, changes in previously
released earnings estimates, significant merger or acquisition
proposals or agreements, major litigation, liquidation problems, and
extraordinary management developments.
17
2) The market for a company's Securities. Information about a
significant order to purchase or sell Securities may, in some
contexts, be deemed material.
NON-PUBLIC INFORMATION: Information is "public" when it has been disseminated
broadly to investors in the marketplace. Tangible evidence of such dissemination
is the best indication that the information is public. For example, information
is public after it has become available to the general public through a public
filing with the SEC or some other governmental agency, or through a publication
of general circulation.
ACTION TO TAKE: If you think you have material, non-public information, you
should report the matter to a Compliance Team member before executing any trade
for in a personal or Advisory Client's account. Do not communicate the
information to anyone other than a Compliance Team member or legal counsel.
PORTFOLIO HOLDINGS DISCLOSURE: Material inside non-public information with
respect to mutual funds advised or sub-advised by the Adviser includes portfolio
holdings, performance attribution analysis with reference to specific portfolio
holdings, and trade information for any Advisory Client or model portfolio
managed in the same investment style as a mutual fund. Until disclosed in a
public report to shareholders (including the website) or public filing with the
SEC, all information concerning Securities to be purchased or sold in any
investment style must be kept confidential and disclosed by Access Persons only
on a "need-to-know" basis within the firm. Disclosure of non-public portfolio
holdings information to any third party must be reviewed and approved by the
Compliance Team prior to the disclosure.
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EXHIBIT 1
UPDATED AS OF SEPTEMBER 30, 2009
APPROVED FINANCIAL INSTITUTIONS
TD Ameritrade
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Fidelity
E*TRADE
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇/Citigroup
▇▇ ▇▇▇▇▇▇▇/Wachovia
Bank of America
T ▇▇▇▇ Price
Morgan ▇▇▇▇▇▇▇
Scottrade
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ (PNCI)
Allegiant Funds
PNC Investments
19