ADV Form 339. Buckhead Capital Mgmt. LLC ADV Part II, Privacy and Proxy Policies As of 12/31/2009

Transcription

1 ADV Form 339 Buckhead Capital Mgmt. LLC ADV Part II, Privacy and Proxy Policies As of 12/31/2009

2 OMB APPROVAL OMB Number: FORM ADV Expires: February 28, 2011 Uniform Application for Investment Adviser Registration Estimated average burden Part II - Page 1 hours per response Name of Investment Adviser: Address: (Number and Street) (City) (State) (Zip Code) Area Code: Telephone Number: 3330 Cumberland Blvd Suite 650 Atlanta Georgia ( 404) This part of gives information about the investment adviser and its business for the use of clients. The information has not been approved or verified by any government authority. Table of Contents Item Number Item Page 1 Advisory Services and Fees Types of Clients Types of Investments Methods of Analysis, Sources of Information and Investment Strategies Education and Business Standards Education and Business Background Other Business Activities Other Financial Industry Activities or Affiliations Participation or Interest in Client Transactions Conditions for Managing Accounts Review of Accounts Investment or Brokerage Discretion Additional Compensation Balance Sheet Continuation Sheet Schedule F Balance Sheet, if required Schedule G (Schedules A, B, C, D, and E are included with Part I of this Form, for the use of regulatory bodies, and are not distributed to clients.) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1707 (01-08) File 3 of 4

3 FORM ADV Applicant: SEC File Number: Date: Part II - Page /31/09 1. A. Advisory Services and Fees. (check the applicable boxes) For each type of service provided, state the approximate % of total advisory billings from that service. Applicant: (See instruction below.) (1) Provides investment supervisory services % (2) Manages investment advisory accounts not involving investment supervisory services % (3) Furnishes investment advice through consultations not included in either service described above % (4) Issues periodicals about securities by subscription % (5) Issues special reports about securities not included in any service described above % (6) Issues, not as part of any service described above, any charts, graphs, formulas, or other devices which clients may use to evaluate securities % (7) On more than an occasional basis, furnishes advice to clients on matters not involving securities % (8) Provides a timing service % (9) Furnishes advice about securities in any manner not described above % (Percentages should be based on applicant s last fiscal year. If applicant has not completed its first fiscal year, provide estimates of advisory billings for that year and state that the percentages are estimates.) B. Does the applicant call any of the services it checked above financial planning or some similar term? C. Applicant offers investment advisory services for: (check all that apply): (1) A percentage of assets under management (4) Subscription fees (2) Hourly charges (5) Commissions (3) Fixed fees (not including subscription fees) (6) Other Yes No D. For each checked box in A above, describe on Schedule F: the services provided, including the name of any publication or report issued by the adviser on a subscription basis or for a fee applicant s basic fee schedule, how fees are charged and whether its fees are negotiable when compensation is payable, and if compensation is payable before service is provided, how a client may get a refund or may terminate an investment advisory contract before its expiration date 2. Types of Clients - Applicant generally provides investment advice to: (check those that apply) A. Individuals E. Trusts, estates, or charitable organizations B. Banks or thrift institutions F. Corporations or business entities other than those listed above C. Investment companies G. Other (describe on Schedule F) D. Pension and profit sharing plans all items.

4 FORM ADV Applicant: SEC File Number: Date: Part II - Page /31/09 3. Types of Investments. Applicant offers advice on the following: (check those that apply) A. Equity Securities H. United States government securities (1) exchange-listed securities (2) securities traded over-the-counter I. Options contracts on: (3) foreign issues (1) securities (2) commodities B. Warrants J. Futures contracts on: C. Corporate debt securities (1) tangibles (other than commercial paper) (2) intangibles D. Commercial paper K. Interests in partnerships investing in: (1) real estate E. Certificates of deposit (2) oil and gas interests (3) other (explain on Schedule F) F. Municipal securities L. Other (explain on Schedule F) G. Investment company securities (1) variable life insurance (2) variable annuities (3) mutual fund shares 4. Methods of Analysis, Sources of Information, and Investment Strategies. A. Applicant s security analysis methods include: (check those that apply) (1) Charting (4) Cyclical (2) Fundamental (5) Other (explain on Schedule F) (3) Technical B. The main sources of information applicant uses include: (check those that apply) (1) Financial newspapers and magazines (5) Timing services (2) Inspections of corporate activities (6) Annual reports, prospectuses, filings with the Securities and Exchange Commission (3) Research materials prepared by others (7) Company press releases (4) Corporate rating services (8) Other (explain on Schedule F) C. The investment strategies used to implement any investment advice given to clients include: (check those that apply) (1) Long term purchases (5) Margin transactions (securities held at least a year) (2) Short term purchases (6) Option writing, including covered options, (securities sold within a year) uncovered options or spreading strategies (3) Trading (securities sold within 30 days) (7) Other (explain on Schedule F) (4) Short sales all items.

5 FORM ADV Applicant: SEC File Number: Date: Part II - Page /31/09 5. Education and Business Standards. Are there any general standards of education or business experience that applicant requires of those involved in determining or giving investment advice to clients? Education and Business Background. For: (If yes, describe these standards on Schedule F.) each member of the investment committee or group that determines general investment advice to be given to clients, or if the applicant has no investment committee or group, each individual who determines general investment advice given to clients (if more than five, respond only for their supervisors) each principal executive officer of applicant or each person with similar status or performing similar functions. On Schedule F, give the: name formal education after high school year of birth business background for the preceding five years 7. Other Business Activities. (check those that apply) A. Applicant is actively engaged in a business other than giving investment advice. B. Applicant sells products or services other than investment advice to clients. C. The principal business of applicant or its principal executive officers involves something other than providing investment advice. (For each checked box describe the other activities, including the time spent on them, on Schedule F.) 8. Other Financial Industry Activities or Affiliations. (check those that apply) A. Applicant is registered (or has an application pending) as a securities broker-dealer. B. Applicant is registered (or has an application pending) as a futures commission merchant, commodity pool operator or commodity trading adviser. C. Applicant has arrangements that are material to its advisory business or its clients with a related person who is a: (1) broker-dealer (7) accounting firm (2) investment company (8) law firm (3) other investment adviser (9) insurance company or agency (4) financial planning firm (10) pension consultant Yes No (5) commodity pool operator, commodity trading (11) real estate broker or dealer adviser or futures commission merchant (12) entity that creates or packages limited partnerships (6) banking or thrift institution (For each checked box in C, on Schedule F identify the related person and describe the relationship and the arrangements.) D. Is applicant or a related person a general partner in any partnership in which clients are solicited to invest? (If yes, describe on Schedule F the partnerships and what they invest in.) Yes No all items.

6 FORM ADV Applicant: SEC File Number: Date: Part II - Page /31/09 9. Participation or Interest in Client Transactions. Applicant or a related person: (check those that apply) A. As principal, buys securities for itself from or sells securities it owns to any client. B. As broker or agent effects securities transactions for compensation for any client. C. As broker or agent for any person other than a client effects transactions in which client securities are sold to or bought from a brokerage customer. D. Recommends to clients that they buy or sell securities or investment products in which the applicant or a related person has some financial interest. E. Buys or sells for itself securities that it also recommends to clients. (For each box checked, describe on Schedule F when the applicant or a related person engages in these transactions and what restrictions, internal procedures, or disclosures are used for conflicts of interest in those transactions.) Describe on Schedule F, your code of ethics, and state that you will provide a copy of your code of ethics to any client or prospective client upon request. 10. Conditions for Managing Accounts. Does the applicant provide investment supervisory services, manage investment advisory accounts, or hold itself out as providing financial planning or some similarly termed services and impose a minimum dollar value of assets or other conditions for starting or maintaining an account? (If yes, describe on Schedule F.) 11. Review of Accounts. If applicant provides investment supervisory services, manages investment advisory accounts, or holds itself out as providing financial planning or some similarly termed services: Yes No A. Describe below the reviews and reviewers of the accounts. For reviews, include their frequency, different levels, and triggering factors. For reviewers, include the number of reviewers, their titles and functions, instructions they receive from applicant on performing reviews, and number of accounts assigned each. Reviews. The applicant, Buckhead Capital Management, LLC ( Buckhead Capital), is responsible for reviewing each portfolio. Such review will be done on a continuous basis and if deemed necessary, such as if the asset allocation percentage has deviated from a predetermined level or due to changing market/economic conditions, a rebalancing or reallocation of some or all portfolios may occur. Investment professionals of Buckhead Capital with appropriate credentials and background will conduct these reviews. Buckhead Capital Management regularly reviews each account s portfolio based on, among other factors, the account s investment objective, client guidelines, market conditions, and changes in the client s financial status, as communicated by the client. In addition, portfolio managers periodically may meet with the client to discuss the account. Any adjustments made to a portfolio are subject to various levels of internal review, as appropriate. Reviewers. There are currently eight portfolio managers who are responsible for reviewing account relationships. Most relationships are reviewed by more than one portfolio manager. Portfolio Manager Primary Responsibility William S. Prince, Portfolio Manager 23 Eugene L. Pearce, Portfolio Manager 7 Walter E. DuPre, Portfolio Manager 10 Matthew D. Reams, Portfolio Manager 13 Michael C. Harhai, Portfolio Manager 28 Ralph H. Jenkins, Portfolio Manager 6 David S. Griffin, Portfolio Manager 34 Sabrina Macdonald, Portfolio Manager 31 Portfolios are reviewed as to their conformance to client guidelines. all items.

7 FORM ADV Applicant: SEC File Number: Date: Part II - Page /31/ Review of Accounts cont. B. Describe below the nature and frequency of regular reports to clients on their accounts. At least on a quarterly basis, the individual client will have available to her/him reports listing, among other things, All trades made on the client s behalf during the quarter, All fees and expenses charged to the account, The accounts value at the end of the quarter, and The performance of the client s account. 12. Investment or Brokerage Discretion. A. Does applicant or any related person have authority to determine, without obtaining specific client consent, the: (1) securities to be bought or sold? (2) amount of the securities to be bought or sold? (3) broker or dealer to be used? (4) commission rates paid? B. Does applicant or a related person suggest brokers to clients? For each yes answer to A describe on Schedule F any limitations on the authority. For each yes to A(3), A(4) or B, describe on Schedule F the factors considered in selecting brokers and determining the reasonableness of their commissions. If the value of products, research and services given to the applicant or a related person is a factor, describe: the products, research and services whether clients may pay commissions higher than those obtainable from other brokers in return for those products and services whether research is used to service all of applicant s accounts or just those accounts paying for it; and 13. Additional Compensation. any procedures the applicant used during the last fiscal year to direct client transactions to a particular broker in return for products and research services received. Does the applicant or a related person have any arrangements, oral or in writing, where it: A. is paid cash by or receives some economic benefit (including commissions, equipment or non-research services) from a non-client in connection with giving advice to clients? B. directly or indirectly compensates any person for client referrals? (For each yes, describe the arrangements on Schedule F.) 14. Balance Sheet. Applicant must provide a balance sheet for the most recent fiscal year on Schedule G if applicant: has custody of client funds or securities; or requires prepayment of more than $500 in fees per client and 6 or more months in advance Has applicant provided a Schedule G balance sheet? Yes Yes Yes Yes Yes Yes Yes Yes No No No No No No No No all items.

8 Continuation Sheet for Part II /31/09 Part II, Page 2 Item 1.A, C, D Advisory Services & Fees Buckhead Capital Management provides investment supervisory services and manages investment advisory accounts for individuals, trusts, estates, charitable organizations and endowments, professional and religious organizations, corporations and other commercial entities, pension and profit-sharing plans, private pooled funds, investment companies and registered investment advisors. Buckhead Capital Management manages most accounts on a discretionary basis, in which case it has full authority in determining which securities are purchased and sold. Buckhead Capital Management normally sells some or all of the securities in a client account after the initial receipt of the account or the deposit of additional securities into the account. Some securities maybe retained in the account to the extent that they are included in Buckhead Capital Management's strategy for the account in which the client is invested in or if so requested by the client. The client is responsible for any tax liabilities and transaction costs which result from such transactions. Buckhead Capital Management provides investment advisory services for accounts (i) established directly with the client (ii) introduced through wrap fee programs of other financial services firms, such as broker-dealers (iii) introduced through a sub-advisor program of other financial services firms or (iv) by providing a model to clients who are Third-party Investment advisors. Wrap program sponsors typically offer comprehensive brokerage, custodial, and advisory services for a single "wrap fee," based on a percentage of assets under management. The wrap sponsor pays Buckhead Capital Management a portion of the wrap fee in connection with the advisory services it provides. Under some arrangements, the wrap sponsor and Buckhead Capital Management each charge a separate fee for their respective services. In wrap fee accounts, Buckhead Capital Management is chosen by the client to act as an investment advisor through a selection process administered by the wrap sponsor. Buckhead Capital Management is available for direct telephone conversations with wrap clients and wrap sponsors as coordinated thru the wrap sponsor. The wrap sponsor's services to the client generally include, in addition to assistance with the selection of one or more investment advisors, asset allocation advice, execution of portfolio transactions (free of commissions), custodial services, including trade confirmation and periodic reporting, continuing evaluation of investment performance, and consultation on investment objectives and suitability. Buckhead Capital Management serves as investment advisor under certain wrap programs and as investment sub-advisor under other non-wrap programs, and may act in both capacities under different programs sponsored by the same financial services firm. Where Buckhead Capital Management serves as a sub-advisor, it may contract separately with each participating client and generally provides the same record-keeping and reporting services as it provides to direct fee clients. In such cases, the Buckhead Capital Management s fee is generally paid directly by the client or authorized by the client for payment directly from the client s account at fees generally ranging from.25% to 1.00% per annum of the market value of the client s account. Buckhead Capital Management currently acts as sub advisor for accounts at Callan and NEPC.

9 Continuation Sheet for Part II /31/09 Part II, Page 2 Item 1.A, C, D Advisory Services & Fees Cont. Buckhead Capital Management also serves as a sub-advisor to the following mutual fund: UBS Pace Small/Mid Capital Value Equity Investments, a series of UBS Pace Select Advisors Trust. Fees received by Buckhead Capital Management for the sub-advised Fund begin at 0.40% of assets under management on an annual basis and are reduced at higher levels. Specific advisor fees and expense related information may be found in the UBS Sub-Advised Funds Prospectus or Statement of Additional Information. Each client should evaluate whether a given wrap program is suitable for his or her needs. The client should consider the package of services provided and the fees charges for services such as the amount of portfolio activity in the account, the value of custodial and portfolio monitoring services. The single fee may be higher or lower than the total cost of all services the client is receiving were he or she to pay for each service separately. In some cases the wrap sponsor will charge the client fees in advance and will remit to Buckhead Capital Management its fees in advance. If a wrap client s relationship terminates before the end of a quarter, the wrap sponsor will work with Buckhead Capital Management to return to the client its unearned fees. When Buckhead Capital Management serves as a wrap advisor, it may contract with the wrap sponsor for its services rather than the clients of the wrap sponsor. The wrap sponsor is responsible for much of the client record-keeping and reporting. The management fees payable to Buckhead Capital Management as wrap advisor are generally lower than those paid to Buckhead Capital Management if the client had a direct fee account, reflecting that some of the services it would otherwise provide are provided instead by the program sponsor. The fees paid to the Buckhead Capital Management by the wrap sponsor when Buckhead Capital Management serves as a wrap advisor generally range from 0.25% to 0.75% per annum of the market value of the client s account. As of the date of this schedule, Buckhead Capital Management participates in five wrap programs. Our current programs are with Register Financial, Bear Stearns-Stratis, Pershing (PeakSelect), Deutche Bank/Alex Brown (Advisor Select & Advisory Trust Services), Morgan Stanley Smith Barney/Citigroup Global Markets (Fiduciary Services Program), and Morgan Stanley (Access). Buckhead Capital Management manages and maintains a number of model portfolios for clients and receives a fee from those clients based on the amount of assets invested in the model portfolio. These fees generally range from 0.40% to 0.75% per annum of the market value of the client s account. Some of Buckhead Capital Management s clients are third party investment advisors (TPIA s) that may utilize the model portfolios in connection with the advisory services the TPIA s provide their own clients. Under Buckhead Capital Management s arrangements with the TPIA s Buckhead Capital Management makes the model portfolio available to the TPIA s who then decide, in their sole discretion, whether and how to use the model portfolios with their clients. Buckhead Capital Management has no relationship with or knowledge of the TPIA s clients. Buckhead Capital Management invests principally in "traditional" equity securities (common stocks and equivalents) traded on or in a recognized exchange or market. Buckhead Capital Management's principal portfolio strategies include large cap equities, mid cap equities, and small cap equities. Although Buckhead Capital Management invests strictly in securities, there are special risks

10 Continuation Sheet for Part II /31/09 Part II, Page 2 Item 1.A, C, D Advisory Services & Fees Cont. inherent in investments in domestic small-cap equities not applicable to domestic large-cap companies. These include, among others, reduced liquidity, and reactions to issuer, political market, and economic developments. Smaller companies can have more limited product lines, markets, and financial resources. Buckhead Capital Management also invests in an array of high-quality, fixed-income securities Buckhead Capital Management offers both taxable and tax-free fixed-income strategies. Direct accounts are normally charged a management fee based on the amount of assets under management. Although fee arrangements vary, fees are graduated according to account size and are generally lower for fixed-income accounts than for equity and balanced accounts. Fees normally are payable quarterly in arrears based on the fair market value of the account as of the last day of the prior period or, in limited cases, in arrears based on a three month average of fair market value of the account. Several clients have chosen to pay their fee in advance based on the fair market value of the account as of the last day of the prior period. Special circumstances may cause fees to vary from the below schedule. Buckhead Capital Management may group multiple accounts of one client relationship together for purposes of calculating the fee, or Buckhead Capital Management may not charge a fee to small accounts of a client because of the fee the client is paying on the total relationship. Buckhead Capital Management may negotiate fees with clients, and may charge higher or lower fees than those described below. Buckhead Capital Management may purchase non-affiliated closed-end mutual funds, open-end mutual funds, or alternative types of investments for certain client accounts. These types of investments generally contain imbedded management fees and other fees; such as transaction or trading charges. Consequently, these clients may be charged both an investment management fee by Buckhead Capital Management and the imbedded management fee contained in the investments discussed above, except in the case of the BCM Small Cap Value Fund LLLP. If a client holds an interest in the BCM Small Cap Value LLLP as an asset within their portfolio, then a portion of their total account value may not be subject to the standard Buckhead Capital Management advisory fee on their account. Buckhead Capital Management believes that its fees are competitive with those charged by other investment advisers for comparable services; however, similar services may be available from another source for fees below those charged by Buckhead Capital Management. A client may terminate Buckhead Capital Management s investment advisory contract based upon the terms of the contract. At termination, Buckhead Capital Management may liquidate the client portfolio if directed by the client. Such liquidations will be subject to normal trading costs and/or brokerage commissions. The client will be responsible for any tax liabilities or transaction costs related to liquidations. In some cases, particularly in portfolios holding small-cap securities, the liquidation of such positions may require an extended period of time.

11 Continuation Sheet for Part II /31/09 Part II, Page 2 Item 1.A, C, D Advisory Services & Fees Cont. Buckhead Capital Management provides newsletters and updates at no additional cost. These publications provide information about Buckhead Capital Management s market and economic views. They also provide a discussion about Buckhead Capital Management s investment services in general. Such information is available upon request. Advisory Fees All Cap Accounts.85% of market value of all assets. The minimum account size is $1,000,000. Fixed Income Accounts.50% of market value on the first $10 million,.25% of the market value on the remaining assets. The minimum account size is $3,000,000. High Net Worth Accounts 1.00% of market value on the first $2 million,.75% of market value on the next $3 million,.65% of market value on the next $5 million,.50% of the market value on the remaining assets. The minimum account size is $1,000,000. Small Cap Accounts 1.00% of market value of all assets. The minimum account size is $5,000,000. Small-Mid (SMID) Cap Accounts.85% of market value of all assets. The minimum account size is $1,000,000. Value Equity, Diversified Value, and Balanced Accounts 1.00% of market value on the first $5 million,.50% of market value on the next $15 million,.25% of the market value on the remaining assets. The minimum account size is $3,000,000.

12 Continuation Sheet for Part II /31/09 Part II, Page 3 Item 4.B(8) Sources of Information Interviews with company and industry participants, either via conference calls or on site visits. Publicly available Financial Data. Part II, Page 4 Item 5 Education The general education requirement of those giving investment advice is a Bachelors degree from an accredited college or equivalent business experience. Part II, Page 4 Item 6 Education & Business Background Eric Autio Analyst Name Birth Year Education Business background 1973 Northwestern Univ. MBA Davidson College BA Psychology 5/7/06 - Present SunTrust Robinson Humphrey 8/12/02 4/22/06 Sabrina C. Macdonald Portfolio Manager Aaron R. Foresman, CFA Analyst Walter E. DuPre, CFA Partner David S. Griffin, CFA Portfolio Manager Michael C. Harhai, CFA Partner Ralph H. Jenkins, CFA Portfolio Manager 1956 Georgia State Univ. MBA Eco. & Finance David Lipscomb Univ. BS Psychology 1973 Univ. Chicago MBA Acct. / Finance Georgia Tech BS Engineering 1954 Columbia University MBA Finance & Acct Brown University BA English & Amer. Lit 1958 William & Mary MBA Ohio Wesleyan BA English 1947 Univ. of Central Florida MBA Univ. of South Florida BA Finance 1942 Univ. of Alabama MA Finance Auburn University BBC 10/25/01 - Present New Crest Advisors 4/1/83 5/16/00 7/5/06 - Present Univ. Chicago Student Booz Allen Hamilton, Inc /1/00 - Present Buckhead Capital Corporation 10/1/96 10/1/00 4/21/03 - Present Invesco 2/21/86 3/31/03 7/1/02 - Present Invesco 3/15/93 06/30/02 1/1/03 - Present Invesco 1/1/88 12/31/02 (cont. on the next page)

13 Continuation Sheet for Part II /31/09 Part II, Page 4 Item 6 Education & Business Background (cont.) Devin B. Mayben, CFA Analyst 1966 Georgia State Univ. Masters of Science Georgia State Univ. BA Finance 3/31/04 - Present Earnest Partners, LLC 3/1/00 3/31/04 Terrence J. Miller, CFA Partner Eugene L. Pearce Partner William S. Prince Partner 1959 Duke Univ., Fuqua Bus. MBA University of Dayton BS 1943 Emory University MBA Finance Washington & Lee Univ. BA History 1943 Georgia State University MBA Finance & Mgmt. North Georgia College BS Math 4/1/02 - Present Invesco 2/1/85 3/31/02 10/1/00 - Present Buckhead Capital Corporation 1/1/95 10/1/00 10/1/00 - Present Lenox Capital Management 12/1/95 10/1/00 Matthew D. Reams, CFA 1968 Furman University Partner BA Religion/Philosophy 10/1/00 - Present Lenox Capital Management 12/1/99 10/1/00 Kent Shaw, CFA Analyst Kathy G. Stratton, CFA Portfolio Manager John D. Swanson Partner 1971 Wake Forest University MBA Univ. South Carolina BS Finance 1966 Vanderbilt Univ. BS Psychology 1965 Auburn University BS Finance 5/4/04 - Present Student 8/30/02 5/1/04 3/12/07 - Present Invesco 2/1/90 7/1/02 10/1/00 - Present Buckhead Capital Corporation 5/1/98 10/1/00 Part II, Page 4 Item 8 Matt Reams, a Member of Buckhead Capital Management is the general partner of the BCM Small Cap Value Fund, LLLP ( Small Cap Fund ). The Small Cap Fund is a Georgia Limited Liability Partnership that invests primarily in publicly traded small cap companies; that is companies with market capitalizations typically greater than $100 million and typically less than $3 billion. Mr. Reams, as General Partner of the Small Cap Fund, also invests in the Fund. Other supervised persons of Buckhead Capital Management may also invest in the Fund.

14 Continuation Sheet for Part II /31/09 Part II, Page 5 Items 9.D and 9.E Buckhead Capital Management has adopted a code of ethics which is designed to detect and address potential conflicts of interest and prevent prohibited acts. Buckhead Capital Management s code works in conjunction with its insider trading policy. Among other things, it forbids any supervised person of Buckhead Capital Management from trading, either personally or on behalf of others, on material non-public information. It also forbids communicating material non-public information to others in violation of the law (i.e., insider trading) or in violation of a fiduciary duty. The code states that clients interests are always placed ahead of any personal interest. This code of ethics includes procedures requiring supervised persons to report their personal securities transactions to the chief compliance officer of Buckhead Capital Management (the CCO ) on a periodic basis. This code of ethics will be provided upon request to any client or prospective client. See response in Item 8 above for additional information on applicant buying or selling securities in which the applicant has some financial interest. The principals and other employees of Buckhead Capital Management are permitted to buy and sell securities for their own account. From time to time, the securities purchased or sold by those individuals may include securities that Buckhead Capital Management has bought or sold for its clients. Buckhead Capital Management has instituted the following procedures, which each employee must follow, to minimize the risk of conflicts of interest. Buckhead Capital Management monitors all personal securities transactions by its principals and employees. Within thirty days following the end of each month, each principal and employee must have duplicate monthly (or quarterly, if applicable) statements on their covered securities sent to the CCO who will compare against trade requests and looks for signs of unethical practices. Buckhead Capital Management has circulated a policy statement to its employees concerning personal trading. Buckhead Capital Management has adopted a general policy to require the CCO to review all trades which do not meet the items as discussed below. A covered person may not engage in a personal securities transaction except as provided below: 1 - Transactions pre-cleared pursuant to Buckhead Capital Management s pre-clearance policy 2 - Securities not owned by any client portfolio and are not on the Restricted List and meet the trading restrictions outlined in the Code of Ethics 3 - Transactions in a Direct Stock Purchase Plan (DPP) or Repurchase plan (DRIP) 4 - Transactions in non-discretionary accounts Buckhead Capital Management does not require pre-trade clearance for the following types of securities and transactions: 1 Open Ended Mutual Funds 2 - United States Government Securities (such as U.S. Treasury Bonds) 3 - Money Market Instruments (bankers acceptances, Certificates of Deposits and repurchase agreements) 4 - Transactions in a Direct Stock Purchase Plan (DPP) or Repurchase plan (DRIP) 5 - Non-Discretionary Accounts (Accounts which are owned by Supervised Persons but not managed by supervised persons. These accounts require pre-authorization of the CCO to have the account and copies of all statements must be mailed to the CCO.)

15 Continuation Sheet for Part II /31/09 Part II, Page 5 Items 9.D and 9.E Cont. Private offerings by definition do not meet these exemptions and require pre-approval from the CCO. Clients should be aware that no set of rules can possibly anticipate or relieve all potential conflicts. However, all conflicts will be resolved with the client s best interests in mind. Where Buckhead Capital Management has discretionary authority for an account, it will make all investment decisions for the account and, when it deems appropriate and without prior consultation with the client, buy, sell, exchange, convert, and otherwise trade in any stocks, bonds, other securities, and other financial instruments, subject to any written investment guidelines and/or restrictions as the client may from time to time deliver to Buckhead Capital Management. Part II, Page 5 Item 10 Part II, Page 5 Item 12.A Buckhead Capital Management generally will not manage an account valued at less than $1,000,000 although the minimum may be higher for certain investment products. The minimum account balance and minimum fee are negotiable depending upon account circumstances. Cross trades are pre-arranged transactions between two or more client accounts of BCM. By crossing transactions internally between two client accounts, BCM can save the accounts brokerage commissions or mark-up/mark-downs that are charged in transactions effected on the open market. In addition, the accounts usually save on market impact costs (adverse movements in market price which directly results from the accounts transactions and which are borne by the accounts). Finally, other related costs such as custody expenses and transfer taxes may also be saved. Accordingly, BCM may cross trade client accounts if it believes such transactions are in the best interests of clients on both sides of the transactions and if BCM believes it will achieve best execution. Notwithstanding the foregoing, since cross trades involving employee benefit plan assets may be prohibited transactions under ERISA, BCM does not engage in cross trades for client accounts subject to ERISA. As a result, BCM may not be able to achieve executions of the price, cost, nature, quality, or speed for ERISA accounts (whose trades must be effected on the open market) that it might, on occasion, be able to achieve for non-erisa clients that participate in cross trades. For example, it may be more costly and take more time to effect transactions for ERISA accounts. Similarly, ERISA accounts may be impacted more by price changes caused by orders effected on the open market than non-erisa accounts. Accordingly, transactions for ERISA accounts may result in less favorable net prices on the purchase and sale of securities than might be the case for non-erisa accounts for whom BCM engages in cross trades. Buckhead Capital Management s objective in allocating block order trades is to ensure that, based on the needs and financial objectives of its various clients (including any restrictions or limitations applicable to particular clients) it is distributing investment opportunities among client accounts in a manner that is fair and equitable to all.

16 Continuation Sheet for Part II /31/09 Part II, Page 5 Item 12.A cont. Buckhead Capital Management s policies regarding allocation of block order trades for equity accounts are as follows: Transactions for any client account will not be aggregated if prohibited by the client s guidelines. Before aggregating orders in a particular case, Buckhead Capital Management must reasonably believe that it will be able to obtain best price and execution for each client participating in the aggregated order. No client is favored over any other in connection with such participation. Each client will participate in the aggregated order at the average price for all of the transactions and will share transaction costs pro rata based on such client s participation in the transaction. Before entering an aggregated order, Buckhead Capital Management will prepare a written statement (trade ticket) specifying the participating client accounts and the method of allocating securities, costs, etc., among the participating accounts. The written statement (or order ticket) will indicate the amount (either in dollars, number of securities or percentage of account value) that the advisor will accept for each participating client account. If a client or group of clients wants to trade in a particular order after the order is allocated and the execution has begun, the client or group of clients must wait until the initial order has concluded. If an order must be allocated in a manner that is different from that in the written statement, all clients must receive fair and equitable treatment, and the written rationale for the departure must be approved by The CCO. Buckhead Capital Management s books and records will reflect separately for each participating client account the aggregated transactions that have occurred and the securities held for the client. Buckhead Capital Management does not receive any additional compensation or remuneration as a result of aggregating and allocating orders. Buckhead Capital Management uses a rotational approach to avoid client accounts competing in the marketplace. The process is monitored as follows: 1. The opportunity to trade first will rotate between the Separately Managed Accounts as a group and Managed Accounts as a group. In addition, a log will be maintained to document this process. 2. As a second level rotation, non-directed Separately Managed Accounts and directed Separately Managed Accounts will have a rotation that is documented via a log. 3. As a corresponding second level rotation, each separate brokerage relationship with a corresponding Managed Account product will also have a rotation schedule that is documented via a log. By documenting and following this procedure, Buckhead Capital Management will adhere to their fiduciary responsibility of treating all accounts fairly and seeking Best Execution. Buckhead Capital Management employs a pro rata method for allocating block trades whereby each client eligible to participate in a particular order receives an allocation based on the current market value of such client s account relative to the total current market value of all participating clients accounts. In conjunction with the pro rata method, a random method for allocating securities may be employed as an allocation tool for partial fills. Buckhead Capital Management s policies regarding allocation of block order trades for fixed income securities are as follows:

17 Continuation Sheet for Part II /31/09 Part II, Page 5 Item 12.A. Cont. Transactions for any client will not be aggregated if prohibited by the client s guidelines. Before aggregating orders in a particular case, Buckhead Capital Management must reasonably believe that it will be able to obtain the best price and execution for each client participating in the aggregated order. No client is favored over any other in connection with such participation. Buckhead Capital Management s books and records will reflect separately for each participating client account the aggregated transactions that have occurred and the securities held for the client. Buckhead Capital Management does not receive any additional compensation or remuneration as a result of aggregating orders. When there is an insufficient quantity of a fixed income security to allocate among all clients to whom a trade might otherwise be allocated, it is Buckhead Capital Management s policy to allocate the security based on the greatest need as measured by the percent of the portfolio invested in cash, the size of the security relative to the size of the portfolio, and the effect of the security on the overall portfolio structure. Buckhead Capital Management performs investment advisory services for various clients and may give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to any other clients. Buckhead Capital Management will be granted the authority by a substantial majority of its clients to determine, without specific consent, the securities to be bought or sold, the amount of those securities, and the brokers or dealers utilized to effect those trades and the commission on these trades. Any limitations which might be placed on Buckhead Capital Management are clientspecific and, to the extent that they exist, are delineated in documents appended to or referenced in the Investment Management Agreement between Buckhead Capital Management and the particular client. For example, clients may instruct Buckhead Capital Management not to invest in particular issuers, or may direct Buckhead Capital Management to execute all or a specified percentage of their trades with specific brokers or dealers. Part II, Page 6 Item 12.B In selecting brokers to be used in portfolio transactions, Buckhead Capital Management s general guiding principle is to obtain the best overall execution for each client in each trade, which is a combination of quantitative and qualitative factors. Buckhead Capital Management considers a number of qualitative factors, including, without limitation, the actual handling of the order, the ability of the broker to settle the trade promptly and accurately, the financial standing of the broker, the ability of the broker to position stock to facilitate execution, Buckhead Capital Management s past experience with similar trades, and other factors that may be unique to a particular order. Recognizing the value of these qualitative factors, Buckhead Capital Management may pay a brokerage commission that is higher than the lowest commission that might otherwise be available for any given trade. Certain executing brokers provide Buckhead Capital Management with an array of research services and products (i.e., research). Research services and products are viewed as a plus factor in the selection of brokers that would provide best overall execution. The research received by Buckhead Capital Management includes, without limitation, information on the United States and other world economies; information on specific industries, groups of

18 Continuation Sheet for Part II /31/09 Part II, Page 6 Item 12.B Cont. securities, individual companies, political and other relevant news development affecting markets and specific securities; technical and quantitative information about markets; and analysis of proxy proposals affecting specific companies. Research is received in the form of written reports, telephone contacts, personal meetings, research seminars, and access to computer research databases. In some instances, research products or services received by Buckhead Capital Management may also be used by Buckhead Capital Management for functions that are not research related (i.e., not related to the making of investment decisions). In some cases, research services are generated by third parties but are provided to Buckhead Capital Management by or through brokers. The following describes the primary products and services currently provided through soft dollar arrangements. CIS Bloomberg Baseline Capital IQ Advent Alert & Oaysis Reuters / Multex Russell/Mellon Street Events It is possible that Buckhead Capital Management may pay, or be deemed to have paid, commission rates higher than it could have otherwise paid in order to be assured of continuing to receive research that it considers useful. Such higher commissions would be paid in accordance with Section 28(e) of the Securities Exchange Act of 1934, which requires Buckhead Capital Management to determine in good faith that the commission paid is reasonable in relation to the value of the research provided. This determination may be based either in terms of the particular transaction involved or the overall responsibilities of Buckhead Capital Management with respect to all accounts over which it exercises discretion. Accordingly, research provided normally benefits many accounts rather than just the one(s) on which the order is being executed, and not all research may be used by Buckhead Capital Management in connection with the account which paid commissions to the broker providing the research. Clients should consider that this allocation determination creates a potential conflict of interest between clients and Buckhead Capital Management. Buckhead Capital Management does not generally enter into agreements with brokers regarding specific amounts of brokerage because of research provided. Buckhead Capital Management does maintain, however, an internal allocation procedure to identify those brokers who have provided it with research that it considers useful, based in part on the feedback received from analysts and portfolio managers, these internal guidelines are established to provide direction to its trader, and are based, in part, on the quality and usefulness of the research provided and its value to Buckhead Capital Management and its clients. The amount of brokerage specifically allocated to any broker

19 Continuation Sheet for Part II /31/09 Part II, Page 6 Item 12.B Cont. will be based in part on the value of the research and the amount allocated is generally higher than that which Buckhead Capital Management would pay for the research were it to pay using its own funds. Clients should consider that there is a potential conflict of interest between their interests in obtaining best execution and Buckhead Capital Management s receipt of and payment for research through brokerage allocations as described herein. As stated above, Buckhead Capital Management generally accepts a client s direction to utilize a specific broker or dealer to execute transactions in the client s account in recognition of custodial or other services provided to the client by the broker or dealer. A client who chooses to designate use of a particular broker or dealer should consider whether such designation may result in certain costs or disadvantages to the client, because the client may pay higher commissions on some transactions than might otherwise be attainable by Buckhead Capital Management. Buckhead Capital Management generally will utilize step-outs for clients that direct brokerage in order for them to receive the same execution as clients that do not direct brokerage. In a step-out trade, an investment advisor directs trades to a broker-dealer that executes the transaction, while a second broker-dealer (i.e. directed brokerage) clears and settles the transaction at the client s negotiated commission structure. Therefore, performance of accounts with directed brokerage agreements may differ from that of the non-directed brokerage accounts. By directing Buckhead Capital Management to use a specific broker or dealer, clients who are subject to the Employee Retirement Income Securities Act ( ERISA ) confirm and agree in their contracts with Buckhead Capital Management that they have the authority to make the direction; that there are no provisions in any client or plan document which are inconsistent with the direction; that the brokerage and other goods and services provided by the broker or dealer through the brokerage transactions are provided solely to and for the benefit of the client s plan, plan participants, and their beneficiaries; that the amount paid for the brokerage and other services have been determined by the client and the plan to be reasonable; that any expenses paid by the broker on behalf of the plan are expenses that the plan would otherwise be obligated to pay; and that the specific broker or dealer is not a party in interest of the client or the plan as defined under applicable ERISA regulations. Transactions in wrap programs accounts are effected without commission, because the wrap fee covers advisor and brokerage services. Because Buckhead Capital Management may be required to execute transactions only with the broker-dealer selected by the client or by the wrap sponsor. Buckhead Capital Management may not be able to place transactions with other brokers-dealers that have lower prices and may not be able to obtain discounted commissions for the client by combining his transactions with those of other clients trading as a block; therefore, these clients may not necessarily obtain commission rates as favorable as other Buckhead Capital Management clients. Therefore, performance of accounts in wrap programs may differ from that of the non-wrap sponsored accounts. The client may wish to satisfy himself that the broker-dealer offering the wrap program can provide adequate price and commission rates on transactions. The client should also consider that, depending upon the level of the fee charged by the wrap sponsor or the broker-dealer, the amount of portfolio activity in the client s account, the value of custodial and other services which are provided under the arrangement, and other factors, the fee may or may not exceed the aggregate cost of such services if they were to be provided separately and if Buckhead Capital Management were free to negotiate commissions of transactions for the client s account.