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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.
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(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.
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(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 transactions that are
required to be disclosed and reported by this Code. The Code
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(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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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.
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(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
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
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(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).
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Print or Type Name
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Signature
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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
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ATTACHED ARE THE COVERED SECURITIES BENEFICIALLY OWNED BY ME AS OF THE DATE OF
THIS INITIAL AND ANNUAL HOLDINGS REPORT.
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Print or Type Name
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Signature
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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.
<TABLE>
COVERED SECURITIES PURCHASED/ACQUIRED OR SOLD/DISPOSED
<CAPTION>
Name of Broker,
Dealer or Bank (and
Security Trade Number of Per Share Principal Interest Maturity Account Number and
Description Date Shares Price Amount Rate Rate Date Established, Bought (B)
(Symbol/CUSIP) (If Applicable) (If Applicable) If New) or Sold (S)
<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.
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Print or Type Name
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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.
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Kathleen McGinnis Date
Code Compliance Officer
BISYS Fund Services
F-1
