Code of Ethics

(updated January 12, 2015)

A. Standards of Conduct and Compliance with Laws

All employees of Michael J. Crew, Investment Advisor are required to adhere to this code of ethics, which sets forth a standard of business conduct for this company. This code of ethics is designed to educate employees, protect the reputation of the firm, and guard against violating the securities laws. It also sets forth the standards of conduct for advisory personnel; provisions reasonably designed to prevent access to material nonpublic information; and a requirement that access persons of the adviser report their personal securities transactions and holdings.

This firm is subject to the federal securities laws, specifically the Investment Advisers Act of 1940 and the rules adopted thereunder and the additional requirements as listed below. The fiduciary obligations of the company include securities trading, maintaining the privacy of clients and retaining their privileged information.

B. Protection of Material Nonpublic Information

Access to material nonpublic client information is restricted to a “need to know” basis, but necessary information can be given to persons providing services to the adviser or the account, (i.e., accountants and custodians) if we have prior written or verbal permission from our clients. Nonpublic information includes, but is not limited to the adviser’s securities recommendations, and client securities holdings and transactions. Access persons are defined as personnel who have access to nonpublic information regarding client securities recommendations, trading, holdings and personal information.

C. Personal Securities Trading

To prevent the personal securities trading of advisers’ personnel from harming clients, we require personal trading reports from “access persons” (Michael Crew, Nancy Thrasher, Alex Crew & Sheila Phillips) of Michael J. Crew, Investment Advisor. These records will be requested on a quarterly basis by the chief compliance officer and they will be maintained and provided to examiners upon request. All trading activity by “access persons” is recorded on the Axys trading software and all trades use our normal trading procedures.

1. Personal Trading Procedures

  • Access persons trades are executed following the Michael J. Crew, Investment Advisor trading procedures. Securities are purchased and sold based on previously established need, available cash and are not subject to pre-approval by account owners. Refer to Schedule F of Form ADV.
  • Restricted security lists are not maintained as there are no access person trades until a block order has been placed with Fidelity Brokerage Group. No access person’s purchases or sales are completed in advance.

1. Personal Trading Procedures (cont.)

  • “Blackout periods” are not maintained as client securities trades are placed at the same time as access person trades.
  • Investment opportunities are not offered to clients first as clients are not consulted on investment decisions. Block orders are placed and allocated based on need and available cash. Refer to Schedule F of Form ADV.
  • Employees are prohibited from market timing and market timing is not possible with the trading structure of Michael J. Crew, Investment Advisor.
  • Access persons must hold brokerage accounts at Fidelity Institutional Brokerage Group.
  • Trade confirmations are processed electronically and duplicate account statements arrive monthly.
  • New securities analysis is completed by Michael J. Crew, whose personal holdings do not present conflicts of interest.

2. Persons Subject to the Reporting Requirements

An access person is a supervised person who has access to nonpublic information regarding clients’ purchase or sale of securities, is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic.

Access persons include portfolio management personnel, administrative, technical, and clerical personnel as their functions or duties make them privy to nonpublic information. Persons who are not “supervised persons” of the investment adviser are not access persons and are not be subject to reporting requirements. Access persons include Michael J. Crew, Nancy T. Thrasher, Alex Crew and Sheila Phillips.

3. Reportable Securities and Beneficial Ownership

Money market funds and instruments — bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments — and direct obligations of the Government of the United States are exempt from reporting requirements. Transactions and holdings in shares of mutual funds are also not reportable.

Access persons would be required to report holdings and transactions in securities in which they have beneficial ownership.

None of the access persons hold mutual funds outside their Fidelity Institutional Brokerage accounts.


4 Initial and Annual Holdings Reports 

A complete report of each access person’s securities holdings is required at the time the person becomes an access person and on an annual basis thereafter.  For new employees, an initial report is due no later than 10 days after commencement of employment. Reports must include the name of broker, dealer or bank with which accounts are maintained.

5. Periodic Transactions Reports

A quarterly report of all personal securities transactions by access persons is required. The reports would be due no later than 10 days after the close of the calendar quarter. In the event an access person had no personal securities transactions during the quarter, the report would contain a statement to that effect and would still be required.

Transactions effected pursuant to an automatic investment plan would not have to be reported. Automatic investment plan participants must determine, well in advance, what their investments will be, and that pre-determined schedule does not leave the individual in a position to time their own trades against clients’ trades, or to act on newly discovered confidential information. Often, however, a participant in an automatic investment plan will effect a transaction that overrides the pre-set schedule or allocations of the plan; such transactions would have to be reported in a quarterly transaction report. Automatic investments in money market funds or instruments or other mutual fund investments are exempt from this requirement.

6. Duplicate Broker Confirms and Statements

Trade confirmations arrive electronically on a daily basis (Monday-Friday) and account statements are received by the adviser within 10 days after the end of the quarter in which the transaction takes place.

7. Initial Public Offerings and Private Placements 

Access persons must obtain the adviser’s approval before investing in an initial public offering (“IPO”) or private placement.

D. Reporting of Violations 

Prompt internal reporting of any violations of the code is required. Reports of violations are to be made to Nancy Thrasher as chief compliance officer or to Michael J. Crew as president and owner. Reports may come from violators themselves, as would be likely in the case of inadvertent and some technical violations of the code of ethics, or may come from others within the firm who learn of a fellow employee’s inappropriate actions.

E. Acknowledged Receipt of Code of Ethics 

Each supervised person will be provided with a copy of the code of ethics and any amendments and will acknowledge receipt of those copies in writing.

F. Other Code of Ethics Provisions

  • Limitations on acceptance of gifts: Gifts would only be received from Fidelity Institutional Brokerage Group and they would be reviewed on a case by case basis. There have been no gifts since 1998.
  • Access persons include:

Michael J. Crew 557-04-2850 March 8, 1947

Nancy T. Thrasher 014-48-9091 January 16, 1969

Sheila Phillips 117-864-660 Resident of Canada

  • The code of ethics will be reviewed annually and updated on an “as needed” basis.
  • Penalties for violating the code of ethics will be based on the severity of the violation and can include a letter of reprimand, fines or dismissal.