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Exhibit (p)(1)
EUREKA FUNDS
AMENDED CODE OF ETHICS
A. Legal Requirements.
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Rule 17j-1(b) under the Investment Company Act of 1940 (the
"Act") makes it unlawful for any officer or trustee (as well as other persons)
of the Eureka Funds (the "Trust"), in connection with purchase or sale(1) by
such person of a security "held or to be acquired" by any investment portfolio
of the Trust (a "Fund"):
(1) To employ any device, scheme or artifice to defraud the
Trust or a Fund;
(2) To make to the Trust any untrue statement of a material
fact or omit to state to the Trust or a 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
which operates or would operate as a fraud or deceit upon the Trust or
a Fund; or
(4) To engage in any manipulative practice with respect to the
Trust or a Fund.
A security is "held or to be acquired" if it is a covered
security(2) (or an option for or exchangeable for a covered security)
and within the most recent 15 days (i) the covered security is or has
been held by the Trust or a Fund, or (ii) the covered security is being
or has been considered by the Trust or a Fund or the investment adviser
for the Trust or a Fund for purchase by the Trust or the Fund.
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(1) A purchase or sale includes the writing of an option to purchase or
sell.
(2) A "covered security" is any security under the broad definition of
Section 2(a)(36) of the Act except: (i) direct obligations of the United States,
(ii) bankers' acceptances, bank CDs, commercial paper, high quality short-term
debt instruments (including repurchase agreements), and (iii) shares of open-end
investment companies.
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B. Trust Policies.
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1. It is the policy of the Trust that no "access person"(3) of the
Trust or of a Fund shall engage in any act, practice or course or conduct that
would violate the provisions of Rule 17j-1(b) set forth above.
2. In keeping with the recommendations of the Board of Governors of the
Investment Company Institute, the following general policies shall govern
personal investment activities of access persons of the Trust or of a Fund:
(a) It is the duty of all access persons of the Trust or of a
Fund to place the interest of Trust shareholders first;
(b) All access persons of the Trust or of a Fund shall conduct
personal securities transactions in a manner that is consistent with
this Code of Ethics and that avoids any actual or potential conflict of
interest or any abuse of a position of trust and responsibility; and
(c) No access person of the Trust or of a Fund shall take
inappropriate advantage of his or her position with the Trust or with a
Fund.
C. Reporting Requirements.(4)
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(3) An "access person" is (i) each trustee or officer of the Trust,
(ii) each employee (if any) of the Trust who, in connection with his regular
duties, makes, participates in, or obtains information about the purchase or
sale of a security by and/or of the Trust or a Fund or whose functions relate to
the making of any recommendations with respect to such purchases or sales, and
(iii) any natural person in a control relationship to the Trust or a Fund who
obtains information concerning recommendations made to the Trust or to a Fund
with regard to the purchase or sale of covered securities.
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In order to provide the Trust with information to enable it to
determine with reasonable assurance whether the Trust's policies are being
observed by its access persons:
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(4) An access person of the Trust who is also an access person of the
Trust's principal underwriter or an access person of a Fund's investment adviser
or sub-adviser may submit reports required by this Section on forms prescribed
by the Code of Ethics of such principal underwriter, investment adviser, or
sub-adviser provided that such forms contain substantially the same in formation
as called for in the forms required by this Section C and comply with the
requirements of Rule 17j-1(d)(1).
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(a) Each person becoming an access person of the Trust or of a
Fund on or after March 1, 2000, other than a trustee who is not an
"interested person" of the Trust (as defined in the Act), shall no
later than 10 days after becoming such an access person submit a report
in the form attached hereto as Exhibit A (an "Initial Holding Report")
to the Trust's Compliance Officer showing all holdings in "covered
securities" in which the person had any direct or indirect beneficial
ownership.(5) Such Initial Holding Report shall also indicate all
broker/dealers and banks with which the access person held direct or
indirect ownership of securities. Such reports need not show holdings
over which such person had no direct or indirect influence or control.
(b) Each access person of the Trust or of a Fund, other than a
trustee who is not an "interested person" of the Trust (as defined in
the Act), shall submit reports each quarter in the form attached hereto
as Exhibit B (a "Securities Transaction Report") to the Trust's
Compliance Officer showing all transactions in "covered securities" in
which the person had, or by reason of such transaction acquired, any
direct or indirect beneficial ownership. Such reports shall be filed no
later than 10 days after the end of each calendar quarter, but need not
show transactions over which such person had no direct or indirect
influence or control.
(c) Each trustee who is not an "interested person" of the
Trust (as defined in the Act) shall submit the same quarterly report as
required under paragraph (b), but only for a transaction in a covered
security where he knew at the time of the transaction or, in the
ordinary course of fulfilling his official duties as a trustee, should
have known that during the 15-day period immediately preceding or after
the date of the transaction such security
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(5) "Beneficial ownership" of a security as used in this Section C is
determined in the same manner as it would be for the purposes of Section 16 of
the Securities Exchange Act of 1934, except that such determination should apply
to all covered securities. Generally, a person should consider himself the
beneficial owner of covered securities held by his spouse, his minor children, a
relative who shares his home, or other persons if by reason of any contract,
understanding, relationship, agreement or other arrange-men, he obtains from
such covered securities benefits substantially equivalent to those of ownership.
He should also consider himself the beneficial owner of securities if he can
vest or revest title in himself now or in the future.
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is or was purchased or sold, or considered for purchase or sale, by the
Trust or the Fund. Such report shall be submitted to Legal Counsel for
the Trust. No report is required if the trustee had no direct or
indirect influence or control over the transaction.
(d) Each access person of the Trust or of a Fund, other than a
trustee who is not an "interested person" (as defined in the Act),
shall by January 30 of each year submit to the Trust's Compliance
Officer a report in the form attached hereto as Exhibit A (an "Annual
Holding Report") showing all holdings in covered securities in which
the person had any direct or indirect beneficial ownership as of a date
no more than 30 days before the report is submitted. Such report need
not show holdings over which such person had no direct or indirect
influence or control.
D. Preclearance Procedures.
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Investment personnel of the Trust or a Fund shall obtain
approval from the Trust's Compliance Officer before directly or indirectly
acquiring beneficial ownership in any securities in an initial public offering
or in a limited offering.(6)
E. Notice to, and Review of, Holding Reports by Access Persons.
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1. The Trust's Compliance Officer shall notify each access
person of the Trust or of a Fund who may be required to make reports pursuant to
this Code that such person is subject to this reporting requirement and shall
deliver a copy of this Code to each such person.
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(6) "Investment personnel of the Trust or a Fund" means (i) any
employee of the Trust (or of a company in a control relationship to the Fund)
who, in connection with his or her regular functions or duties, makes or
participates in making recommendations regarding the purchase or sale of
securities by the Trust or a Fund, and (ii) any natural person who controls the
Trust or a Fund and who obtains information concerning recommendations made to
the Trust or a Fund regarding the purchase or sale of securities. "initial
public offering" and "limited offering" shall have the same meaning as set forth
in Rule 17j-1(a)(6) and (8), respectively.
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2. The Compliance Officer of the Trust or his or her delegate
or Legal Counsel for the Trust shall review reports submitted under Section C of
this Code within 21 days of submission.
3. The Compliance Officer of the Trust will establish and
maintain records of access persons of the Trust, other than trustees who are not
an "interested persons" (as defined in the Act), who are required to make
reports under Section C of this Code and shall establish and maintain records of
any delegate responsible for reviewing such reports. Legal Counsel for the Trust
will establish and maintain records of trustees who are not an "interested
persons" (as defined in the Act) who are required to make reports under Section
C of this Code.
F. Reports to Trustees.
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1. The Trust's Compliance Officer or Legal Counsel for the
Trust shall report to the Board of Trustees:
(a) at the next meeting following the receipt of any
Securities Transaction Report with respect to each reported transaction
in a security which was held or acquired by the Trust or a Fund within
15 days before or after the date of the reported transaction or at a
time when, to the knowledge of the Trust's Compliance Officer, to the
knowledge of Legal Counsel for the Trust, the Trust, a Fund, or the
investment adviser for the Trust or a Fund, was considering the
purchase or sale of such security, unless the amount involved in the
transaction was less than $50,000;
(b) with respect to any transaction or holding not required to
be reported to the Board by the operation of subparagraph (a) that the
Trust's Compliance Officer or Legal Counsel for the Trust believes
nonetheless may evidence a violation of this Code; and
(c) any apparent violation of the reporting requirements of
Section C of this Code.
2. The Board shall consider reports made to it hereunder and
shall determine whether the policies established in section B of this Code have
been violated, and what sanctions, if any, should be imposed.
G. Approval of Codes and Material Amendments Thereto.
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1. The Board of Trustees of the Trust, including a majority of
the independent Trustees thereof, shall approve the Codes of Ethics of the
Trust, of the principal underwriter of the Trust, and of the investment adviser
to each Fund. All such approvals of entities serving the Trust as of February 9,
2000 shall occur prior to September 1, 2000. No principal underwriter of
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the Trust or investment adviser to any Fund may be appointed subsequent to
February 9, 2000 unless and until the Code of Ethics of that entity has been
approved by the Board of Trustees of the Trust, including a majority of the
independent Trustees thereof. Following initial approval of the Code of Ethics
of the principal underwriter of the Trust or the investment adviser to each
Fund, any material change to such Code must be approved by the Board of Trustees
of the Trust, including a majority of the independent Trustees thereof, within
six months of said amendment. No amendment of this Code may be made unless and
until approved by the Board of Trustees of the Trust, including a majority of
the independent Trustees thereof.
2. In approving a Code of Ethics, the Board of Trustees shall
have secured a certificate from the entity that adopted the Code that it has
adopted procedures reasonably necessary to prevent its access persons from
violating the Code in question.
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H. Annual Report
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The Trust, principal underwriter thereof, and any investment
adviser or sub-adviser to any Fund shall, not less frequently than annually,
furnish the Board of Trustees of the Trust with a written report that:
1. describes any issues arising under its Code of Ethics
or procedures since the last report to the Board of
Trustees, including, but not limited to, information
about material violations of such Code or procedures
and sanctions imposed in response, and
2. certifies that the Fund, principal underwriter, or
investment adviser or sub-adviser, as applicable, has
adopted procedures reasonably necessary to prevent
its access persons from violating its Code of Ethics.
This Code, a copy of each Securities Transaction and Holding
Report by an access person, any written report hereunder by the Trust's
Compliance Officer, any written report hereunder by the Legal Counsel for the
Trust, and lists of all persons required to make reports shall be preserved with
the Trust's records for the period required by Rule 17j-1.
Adopted: February 9, 2000
The Board of Trustees
The Eureka Funds
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Exhibit A
EUREKA FUNDS
Holding Report
[ ] Initial Holding Report of ___________, 200__
(date a reporting person became an access person)
[ ] Annual Holding Report as of ____________, 200__
(date not more than 30 days prior to submission)
To the Compliance Officer of the Eureka Funds or Legal Counsel for the Eureka
Funds:
As of the above date, I had direct or indirect beneficial ownership of
the following covered securities:
Principal
Number Amount of
Title of Shares Security
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As of that same date, I held direct or indirect beneficial ownership of
securities with the following broker/dealer(s) or bank(s):
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This report (i) excludes securities with respect to which I had no
direct or indirect influence or control, (ii) excludes securities not required
to be reported, and (iii) is not an admission that I have or had any direct or
indirect beneficial ownership in the securities listed above.
Date:_________________ Signature:________________________
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Exhibit B
EUREKA FUNDS
Securities Transaction Report
For the Calendar Quarter Ended: , 200__
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To the Compliance Officer of the Eureka Funds or Legal Counsel for the Eureka
Funds:
During the quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such transaction
acquired, direct or indirect beneficial ownership, and which are required to be
reported pursuant to the Trust's Code of Ethics:
<TABLE>
<CAPTION>
Title of Broker/
Security (and Dealer
interest rate Nature of Price at or Bank
and maturity Principal Dollar No. of Shares and Transaction Which Through
date, if Date of Amount of (Purchase, Transaction Whom
applicable) Transaction Transaction (Price) Sale, Other) Effected Effected
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<S> <C> <C> <C> <C> <C>
</TABLE>
During the quarter referred to above, I established the following account
in which securities were held for my direct or indirect benefit during the
quarter:
Broker/Dealer or
Bank With Whom Date the Account
Account Established Was Established
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This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control, (ii) excludes transactions not required to be
reported, and (iii) is not an admission that I have or had any direct or
indirect beneficial ownership in the securities listed above.
Date:_________________ Signature:________________________
