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EXHIBIT (P)(3)
BISYS FUND SERVICES
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CODE OF ETHICS
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I.INTRODUCTION
This Code of Ethics (the "Code") sets forth the basic policies of ethical
conduct for all directors, officers and associates (hereinafter referred to as
"Covered Persons") of the BISYS Fund Services companies listed on Exhibit A
hereto (hereinafter collectively referred to as "BISYS").
Rule 17j-1(b) under the Investment Company Act of 1940, as amended, (the
"1940 Act") makes it unlawful for BISYS companies operating as a principal
underwriter of a registered investment company (hereinafter referred to
individually as a "Fund" or collectively as the "Funds"), or any affiliated
person of such principal underwriter, in connection with the purchase or sale by
such person of a security "held or to be acquired"/1/ by any Fund:
(1) to employ any device, scheme or artifice to defraud the Fund;
(2) to make to the Fund any untrue statement of a material fact or omit to
state to the Fund a material fact necessary in order to make the
statements made, in light of the circumstances under which they are
made, not misleading;
(3) to engage in any act, practice or course of business that operates or
would operate as a fraud or deceit upon the Fund; or
(4) to engage in any manipulative practice with respect to the Fund.
Any violation of this provision by a Covered Person shall be deemed to be a
violation of this Code.
II. RISKS OF NON-COMPLIANCE
Any violation of this Code may result in the imposition by BISYS of
sanctions against the Covered Person, or may be grounds for the immediate
termination of the Covered Person's position with BISYS. In addition, in some
cases (e.g., the misuse of inside information), a violation of federal and state
civil and criminal statutes may subject the Covered Person to fines,
imprisonment and/or monetary damages.
__________________
/1/A security "held or to be acquired" is defined under Rule 17j-l(a)(10) as any
Covered Security which, within the most recent fifteen (15) days: (A) is or has
been held by a Fund, or (B) is being or has been considered by a Fund or the
investment adviser for a Fund for purchase by the Fund. A purchase or sale
includes the writing of an option to purchase or sell and any security that is
convertible into or exchangeable for, any security that is held or to be
acquired by a Fund. "Covered Securities", as defined under Rule 17j-1(a)(4), do
not include: (i) securities issued by the United States Government; (ii)
bankers' acceptances, bank certificates of deposit, commercial paper and high
quality short-term debt instruments, including repurchase agreements; (iii)
shares of open-end investment companies; (iv) transactions which you had no
direct or indirect influence or control; (v) transactions that are not
initiated, or directed, by you; and (vi) securities acquired upon the exercise
of rights issued by the issuer to all shareholders pro rata.
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III. ETHICAL STANDARDS
The foundation of this Code consists of basic standards of conduct
including, but not limited to, the avoidance of conflicts between personal
interests and interests of BISYS or its Fund clients. To this end, Covered
Persons should understand and adhere to the following ethical standards:
(a) The duty at all times to place the interests of Fund shareholders
first;
This duty requires that all Covered Persons avoid serving their own
personal interests ahead of the interests of the shareholders of any
Fund for which BISYS serves as the administrator, distributor,
transfer agent or fund accountant.
(b) The duty to ensure that all personal securities transactions be
conducted in a manner that is consistent with this Code to avoid any
actual or potential conflict of interest or any abuse of such Covered
Person's position of trust and responsibility; and
Covered Persons should study this Code and ensure that they understand
its requirements. Covered Persons should conduct their activities in
a manner that not only achieves technical compliance with this Code
but also abides by its spirit and principles.
(c) The duty to ensure that Covered Persons do not take inappropriate
advantage of their position with BISYS.
Covered Persons engaged in personal securities transactions should not
take inappropriate advantage of their position or of information
obtained during the course of their association with BISYS. Covered
Persons should avoid situations that might compromise their judgment
(e.g., the receipt of perquisites, gifts of more than de minimis value
or unusual investment opportunities from persons doing or seeking to
do business with BISYS or the Funds).
A "personal securities transaction" is considered to be a transaction
in a Covered Security of which the Covered Person is deemed to have
"beneficial ownership."/2/ This includes, but is not limited to,
transactions in accounts of the Covered Person's spouse, minor
children, or other relations residing in the Covered Person's
household, or accounts in which the Covered Person has discretionary
investment control.
_________________
/2/ "Beneficial ownership" of a security is defined under Rule 16a-1(a)(2) of
the Securities Exchange Act of 1934, which provides that a Covered Person should
consider himself/herself the beneficial owner of securities held by his/her
spouse, his/her minor children, a relative who shares his/her home, or other
persons, directly or indirectly, if by reason of any contract, understanding,
relationship, agreement or other arrangement, he/she obtains from such
securities benefits substantially equivalent to those of ownership. He/she
should also consider himself/herself the beneficial owner of securities if
he/she can vest or revest title in himself/herself now or in the future.
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IV. RESTRICTIONS AND PROCEDURES
This section is divided into two (2) parts. Part A relates to
restrictions and procedures applicable to all Covered Persons in addition to the
aforementioned Rule 17j-1(b) provisions. Part B imposes additional restrictions
and reporting requirements for those Covered Persons who are listed on Exhibit B
hereto (hereinafter referred to as "Access Persons"/3/).
A. Restrictions and Procedures for all Covered Persons:
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1. Prohibition Against Use of Material Inside Information
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Covered Persons may have access to information about Funds that is
confidential and not available to the general public, such as (but not
limited to) information concerning securities held in, or traded by,
Fund portfolios, information concerning certain underwritings of
broker/dealers affiliated with a Fund that may be deemed to be
"material inside information", and information which involves a merger
or acquisition that has not been disclosed to the public.
"Material inside information" is defined as any information about a
company which has not been disclosed to the general public and which
either a reasonable person would deem to be important in making an
investment decision or the dissemination of which is likely to impact
the market price of the company's securities.
Covered Persons in possession of material inside information must not
trade in or recommend the purchase or sale of the securities concerned
until the information has been properly disclosed and disseminated to
the public.
2. Initial and Annual Certifications
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Within ten (10) days following the commencement of their employment or
otherwise becoming subject to this Code and at least annually
following the end of the calendar year, all Covered Persons shall be
required to sign and submit to the Code Compliance Officer a written
certification, in the form of Exhibit C hereto, affirming that he/she
has read and understands this Code to which he/she is subject. In
addition, the Covered Person must certify annually that he/she has
complied with the requirements of this Code and has disclosed and
reported all personal securities
__________________
/3/An "Access Person" is defined under Rule 17j-1(a)(1)(ii) to include any
director, officer or general partner of a principal underwriter for a Fund who,
in the ordinary course of business, makes, participates in or obtains
information regarding the purchase or sale of securities for such Fund or whose
functions or duties in the ordinary course of business relate to the making of
any recommendation to such Fund regarding the purchase or sale of securities.
This Code has included BISYS associates that are not directors, officers or
general partners of any BISYS Fund Services company but would otherwise be
deemed Access Persons for purposes of this Code.
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transactions that are required to be disclosed and reported by this
Code. The Code Compliance Officer will circulate the Annual
Certifications and Holdings Reports for completion following the end
of each calendar year.
B. Restrictions and Reporting Requirements for all Access Persons:
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Each Access Person must refrain from engaging in a personal securities
transaction when the Access Person knows, or in the ordinary course of
fulfilling his/her duties would have reason to know, that at the time
of the personal securities transaction a Fund has a pending buy or
sell order in the same Covered Security.
1. Initial and Annual Holdings Reports
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All Access Persons must file a completed Initial and Annual Holdings
Report, in the form of Exhibit D hereto, with the Code Compliance
Officer within ten (10) days of commencement of their employment or
otherwise becoming subject to this Code and thereafter on an annual
basis following the end of the calendar year in accordance with
Procedures established by the Code Compliance Officer.
2. Transaction/New Account Reports
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All Access Persons must file a completed Transaction/New Account
Report, in the form of Exhibit E hereto, with the Code Compliance
Officer within ten (10) days after (i) opening an account with a
broker, dealer or bank in which Covered Securities are held; or (ii)
entering into any personal securities transaction in which an Access
Person has any direct or indirect beneficial ownership. Personal
securities transactions are those involving any Covered Security1 in
which the person has, or by reason of such personal securities
transaction acquires, any direct or indirect, "beneficial ownership."2
3. Confirmations and Statements
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In order to provide BISYS with information to determine whether the
provisions of this Code are being observed, each Access Person shall
direct his/her broker, dealer or bank to supply to the Code Compliance
Officer, on a timely basis, duplicate copies of confirmations of all
personal securities transactions and copies of monthly statements for
all Covered Securities accounts. The confirmations should match the
Transaction/New Account Reports. These confirmations and statements
should be mailed, on a confidential basis, to the Code Compliance
Officer at the following address:
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ATTN: Code Compliance Officer
Regulatory Services
BISYS Fund Services
3435 Stelzer Road, Suite 1000
Columbus, Ohio 43219-8001
C. Review of Reports and Assessment of Code Adequacy:
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The Code Compliance Officer shall review and maintain the Initial and
Annual Certifications, Initial and Annual Holdings Reports and
Transaction/New Account Reports (the "Reports") with the records of
BISYS. Following receipt of the Reports, the Code Compliance Officer
shall consider in accordance with Procedures designed to prevent
Access Persons from violating this Code:
(a) whether any personal securities transaction evidences an apparent
violation of this Code; and
(b) whether any apparent violation of the reporting requirement has
occurred pursuant to Section B above.
Upon making a determination that a violation of this Code, including
its reporting requirements, has occurred, the Code Compliance Officer
shall report such violations to the General Counsel of BISYS Fund
Services who shall determine what sanctions, if any, should be
recommended to be taken by BISYS. The Code Compliance Officer shall
prepare quarterly reports to be presented to the Fund Boards of
Directors/Trustees with respect to any material trading violations
under this Code.
This Code, a copy of all Reports referenced herein, any reports of
violations, and lists of all Covered and Access Persons required to
make Reports, shall be preserved for the period(s) required by Rule
17j-1. BISYS shall review the adequacy of the Code and the operation
of its related Procedures at least once a year.
V. REPORTS TO FUND BOARDS OF DIRECTORS/TRUSTEES
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BISYS shall submit the following reports to the Board of Directors/Trustees
for each Fund for which it serves as principal underwriter:
A. BISYS Fund Services Code of Ethics
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A copy of this Code shall be submitted to the Board of each Fund no
later than September 1, 2000 or for new Fund clients, prior to BISYS
commencing operations as principal underwriter, for review and
approval. Thereafter, all material changes to this Code shall be
submitted to each Board for review and approval not later than six (6)
months following the date of implementation of such material changes.
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B. Annual Certification of Adequacy
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The Code Compliance Officer shall annually prepare a written report to
be presented to the Board of each Fund detailing the following:
1. Any issues arising under this Code or its related Procedures
since the preceding report, including information about material
violations of this Code or its related Procedures and sanctions
imposed in response to such material violations; and
2. A Certification to Fund Boards, in the form of Exhibit F hereto,
that BISYS has adopted Procedures designed to be reasonably
necessary to prevent Access Persons from violating this Code.
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BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT A
The following companies are subject to the BISYS Fund Services Code of
Ethics/1/:
Barr Rosenberg Funds Distributor, Inc.
BISYS Fund Services, Inc.
BISYS Fund Services Limited Partnership
BISYS Fund Services Ohio, Inc.
BNY Hamilton Distributors, Inc.
CFD Fund Distributors, Inc.
Centura Funds Distributor, Inc.
Concord Financial Group, Inc.
Kent Funds Distributors, Inc.
Evergreen Distributor, Inc.
IBJ Funds Distributor, Inc..
Mentor Distributors, LLC
The One Group Services Company
Performance Funds Distributor, Inc.
VISTA Fund Distributors, Inc.
_________________________
/1/ The companies listed on this Exhibit A may be amended from time to time, as
required.
As of January 11, 2000
A-1
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BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT B
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The following Covered Persons are considered Access Persons under the BISYS Fund
Services Code of Ethics/1/:
Client Services - all associates
CFD Fund Distributors, Inc. - all directors, officers and employees
Directors/Officers of each BISYS entity listed on Exhibit A that met the
statutory definition of
Access Person under Rule17j-1
Financial Services (Fund Accounting and Financial Administration) - all
associates
Fund Administration - all associates
Information Systems - all associates
Legal Services - all paralegals and attorneys
The One Group Services Company - all directors, officers and employees
Tax Services - all associates
VISTA Fund Distributors, Inc.- all officers, directors and employees
All wholesalers and telewholesalers employed by the BISYS companies listed on
Exhibit A
_________________________
/1/ The Access Persons listed on this Exhibit B may be amended from time to
time, as required.
As of January 11, 2000
B-1
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BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT C
INITIAL AND ANNUAL CERTIFICATIONS
I hereby certify that I have read and thoroughly understand and agree to
abide by the conditions set forth in the BISYS Fund Services Code of Ethics. I
further certify that, during the time of my affiliation with BISYS, I will
comply or have complied with the requirements of this Code and will
disclose/report or have disclosed/reported all personal securities transactions
required to be disclosed/reported by the Code.
If I am deemed to be an Access Person under this Code, I certify that I
will comply or have complied with the Transaction/New Account Report
requirements as detailed in the Code and submit herewith my Initial and Annual
Holdings Report. I further certify that I will direct or have directed each
broker, dealer or bank with whom I have an account or accounts to send to the
BISYS Code Compliance Officer duplicate copies of all confirmations and
statements relating to my account(s).
________________________________
Print or Type Name
________________________________
Signature
________________________________
Date
C-1
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BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT D
INITIAL AND ANNUAL HOLDINGS REPORT
Name and Address of Account Number(s) If New Account,
Broker, Dealer or Bank(s) Date Established
____________________________ ___________________ ________________
____________________________ ___________________ ________________
____________________________ ___________________ ________________
____________________________ ___________________ ________________
____________________________ ___________________ ________________
____________________________ ___________________ ________________
____________________________ ___________________ ________________
____________________________ ___________________ ________________
____________________________ ___________________ ________________
____________________________ ___________________ ________________
Attached are the Covered Securities beneficially owned by me as of the date of
this Initial and Annual Holdings Report.
__________________________
Print or Type Name
__________________________
Signature
__________________________
Date
D-1
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Security Number of Principal Amount
Description Covered
(Symbol/CUSIP) Securities/
Shares Held
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D-2
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BISYS FUND SERVICES CODE OF ETHICS -TRANSACTION/NEW ACCOUNT REPORT
EXHIBIT E
I hereby certify that the Covered Securities described below (or attached
hereto in the annual statement from my broker, dealer or bank) were purchased or
sold on the date(s) indicated. Such Covered Securities were purchased or sold in
reliance upon public information lawfully obtained by me through independent
research. I have also listed below the account number(s) for any new account(s)
opened in which Covered Securities are held. My decision to enter into any
personal securities transaction(s) was not based upon information obtained as a
result of my affiliation with BISYS.
COVERED SECURITIES PURCHASED/ACQUIRED OR SOLD/DISPOSED
<TABLE>
<CAPTION>
Security Trade Number of Per Share Principal Interest Maturity Name of Broker, Dealer Bought (B) or
Description Date Shares Price Amount Rate Rate or Bank (and Account Number Sold (S)
(Symbol/CUSIP) (If Applicable) (If Applicable) and Date Established, If New)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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</TABLE>
This Transaction/New Account Report is not an admission that you have or
had any direct or indirect beneficial ownership in the Covered Securities listed
above.
________________________________
Print or Type Name
________________________________ __________________________
Signature Date
E-1
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BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT F
CERTIFICATION TO FUND BOARDS
BISYS Fund Services ("BISYS") requires that all directors, officers and
associates of BISYS ("Covered Persons") certify that they have read and
thoroughly understand and agree to abide by the conditions set forth in the
BISYS Code of Ethics (the "Code"). If such Covered Persons are deemed to be
Access Persons under the Code, they are required to submit Initial and Annual
Holdings Reports, as well as Transaction/New Account Reports, to the Code
Compliance Officer, listing all personal securities transactions in Covered
Securities for all such accounts in which the Access Person has any direct or
indirect beneficial interest within ten (10) days of entering into any such
transactions. Access Persons must direct their broker, dealer or bank(s) to send
duplicate trade confirmations and statements of all such personal securities
transactions directly to the Code Compliance Officer who compares them to the
required Transaction/New Account Reports. Additionally, the Code Compliance
Officer undertakes a quarterly review of all Access Person's personal securities
transactions against the Fund's Investment Adviser for all such Funds that BISYS
serves as principal underwriter.
The undersigned hereby certifies that BISYS has adopted Procedures designed to
be reasonably necessary to prevent Access Persons from violating BISYS' Code and
the required provisions of Rule 17j-1 under the Investment Company Act of 1940,
as amended.
_______________________________ ___________________
Kathleen McGinnis Date
Code Compliance Officer
BISYS Fund Services
F-1
