Code Of Ethics
I. Introduction and Overview
In our efforts to ensure that AssetBuilder, Inc. ("AB") develops and maintains a
reputation for integrity and high ethical standards, it is essential not only that
AB and its employees comply with relevant federal and state securities laws, but
also that we maintain high standards of personal and professional conduct. AB's
Code of Ethics (the "Code") is designed to help ensure that we conduct our business
consistent with these high standards.
AB is a fee-only firm. We believe the best interest of our clients requires the
removal of any conflict of interest. Not accepting any commission from outside sources
makes us distinct from many advisors described as ”fee-based” (fees
plus commission) or ”fees and commissions” (often meaning a fee for
the plan and commissions for the implementation). The only compensation we receive
is paid directly to us from our clients. We have no allegiance to any company, product
or service and will only make the recommendations we believe are best for you, our
The policies and procedures set forth in the Code apply to all employees of the
firm. Failure to comply with the Code may result in disciplinary action, including
termination of employment.
AssetBuilder holds to the following principles:
- We are fiduciaries. Our duty is at all times to place the interests of our clients
- All personal securities transactions will be conducted in such a manner as to be
consistent with the Code of Ethics and to avoid any actual or potential conflict
of interest or any abuse of an employee’s position of trust and responsibility.
- No employee should take inappropriate advantage of their position.
- The fiduciary principle that information concerning the identity of security holdings
and financial circumstances of any clients is confidential.
- The principle that independence in the investment decision-making process is paramount.
II. Standards of Business Conduct
All employees must comply with all applicable federal and state securities laws.
Employees are not permitted, in connection with the purchase or sale, directly or
indirectly, of a security held or to be acquired by a client:
- To defraud such client in any manner;
- To mislead such client, including by making a statement that omits material facts;
- To engage in any act, practice or course of conduct which operates or would operate
as a fraud or deceit upon such a client;
- To engage in any manipulative practice with respect to such client; or
- To engage in any manipulative practice with respect to securities, including price
Conflicts of Interest
As a fiduciary, AB has an affirmative duty of care, loyalty, honesty, and good faith
to act in the best interests of its clients. Compliance with this duty can be achieved
by avoiding conflicts of interest and by fully disclosing all material facts concerning
any conflict that does arise with respect to any client. Employees should try to
avoid any situation that has even the appearance of conflict or impropriety.
Supervised persons are prohibited from trading, either personally or on behalf of
others, while in possession of material, nonpublic information. All employees are
prohibited from communicating material nonpublic information to others in violation
of the law.
Personal Securities Transactions
All employees are required to comply with the firm’s policies and procedures
regarding personal securities transactions. Refer to the section Sale and Purchase
of Securities for Personal Use, in the Compliance Manual.
Gifts and Entertainment
A conflict of interest occurs when the personal interests of employees interfere
or could potentially interfere with their responsibilities to the firm and its clients.
The overriding principle is that supervised persons should not accept inappropriate
gifts, favors, entertainment, special accommodations, or other things of material
value that could influence their decision-making or make them feel beholden to a
person or firm. Similarly, supervised persons should not offer gifts, favors, entertainment
or other things of value that could be viewed as overly generous or aimed at influencing
decision-making or making a client feel beholden to the firm or the supervised person.
No supervised person may receive any gift, service, or other thing of more than
de minimis value from any person or entity that does business with or on behalf
of the adviser. No supervised person may give or offer any gift of more than de
minimis value to existing clients, prospective clients, or any entity that does
business with or on behalf of the adviser without pre-approval by the Chief Compliance
No supervised person may give or accept cash gifts or cash equivalents to or from
a client, prospective client, or any entity that does business with or on behalf
of the adviser.
No supervised person may provide or accept extravagant or excessive entertainment
to or from a client, prospective client, or any person or entity that does or seeks
to do business with or on behalf of the adviser. Supervised person may provide or
accept a business entertainment event, such as dinner or a sporting event, of reasonable
value, if the person or entity providing the entertainment is present.
Information concerning the identity of security holdings and financial circumstances
of clients is confidential. All information about clients must be kept in strict
confidence, including the client’s identity (unless the client consents),
the client’s financial circumstances, the client’s security holdings,
and advice furnished to the client by the firm.
Any employee is prohibited from disclosing to persons outside the firm any material
nonpublic information about any client, the securities investments made by the firm
on behalf of a client, information regarding the firm’s trading strategies,
except as required to effectuate securities transactions on behalf of a client or
for other legitimate business purposes.
Service on a Board of Directors
Because of the high potential for conflicts of interest and insider trading problems,
investment personnel may not serve on the boards of directors of any public companies
without previous approval from the Chief Compliance Officer. A director of a private
company is required to resign at the end of the current term if the company goes
public during his or her term as a director.
Marketing and Promotional Activities
All oral and written statements, including those made to clients, prospective clients,
their representatives, or the media must be professional, accurate, balanced, and
not misleading in any way. Any promotional materials must be pre-approved.
III. Other Outside Activities
Employees are prohibited from engaging in outside business or investment activities
that may interfere with their duties with the firm. Outside business affiliations,
including directorships of private companies, consulting engagements, or public/charitable
positions must be approved in writing by the Chief Compliance Officer.
Approval must be obtained from the Chief Compliance Officer before accepting an
executorships, trusteeship, or power of attorney, other than with respect to a family
member. Fiduciary appointments on behalf of family members must be disclosed at
the inception of the relationship.
Employees are prohibited from serving on a creditors committee except as approved
by the firm as part of the person’s employment duties.
Employees should disclose any personal interest that might present a conflict of
interest or harm the reputation of the firm.
IV. Chief Compliance Officer
AB has appointed Kennon S. Grose as its Chief Compliance Officer. All references
to the Chief Compliance Officer or CCO in the Compliance Manual or elsewhere refer
to Kennon S. Grose. Training and education regarding the Code of Ethics will occur
periodically, but at least annually. All employees are required to attend any training
sessions or read any applicable materials.
V. Reporting Violations
All employees are required to report violation of the firm’s the Code promptly
to the Chief Compliance Officer.
All reports will be treated confidentially to the extent permitted by law and investigated
promptly and appropriately. Reports may not be submitted anonymously.
Bruce Griffith is designated as the alternate person to whom employees may report
Types of Reporting
The types of violation reporting, such as noncompliance with applicable laws, rules,
and regulations; fraud or illegal acts involving any aspect of the firm’s
business; material misstatements in regulatory filings, internal books and records,
clients’ records or reports; activity that is harmful to clients including
fund shareholders, and deviations for required controls and procedures that safeguard
clients and the firm.
Employees are required to report ”apparent” or ”suspected”
violations in addition to actual or known violations of the Code.
Retaliation against an individual who reports a violation is prohibited and constitutes
a further violation of the Code.
Any violations of the Code of Ethics will result in disciplinary action that a designated
person deems appropriate, including, including but not limited to, a warning, fines,
disgorgement, suspension, demotion, or termination of employment. In addition to
sanctions, violations may result in referral to civil or criminal authorities where
An access person is any one that may have access to client information.
Includes Directors, officers, and partners of the firm, employees of the firm, and
any other person who provides advice on behalf of the adviser and is subject to
the adviser’s supervision and control.
Any stock, bond, future, investment contract or any other instrument that is considered
a ”security” under the Investment Advisers Act. Covered securities do
- Direct obligations of the US Government (e.g., treasury securities)
- Bankers’ acceptances, bank certificates of deposit, commercial paper, and
high quality short-term debt obligations, including repurchase agreements.
- Shares issued by money market funds
- Shares of open-end mutual funds that are not advised or sub-advised by the firm
- Shares issued by unit investment trusts that are invested exclusively in one or
more open-end funds, none of which are funds advised or sub-advised by the firm.