BISYS FUND SERVICES
CODE OF ETHICS
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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<PAGE>
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:
1. Prohibition Against Use of Material Inside Information
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
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
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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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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 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:
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
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
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
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:
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
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
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
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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<PAGE>
BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT A
The following companies are subject to the BISYS Fund Services Code of Ethics1:
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 Ethics1:
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 Rule 17j-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
---------------------------------
Signature
---------------------------------
Date
C-1
<PAGE>
BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT D
INITIAL AND ANNUAL HOLDINGS REPORT
Name and Address of If New Account,
Broker, Dealer or Bank(s) Account Number(s) Date Established
------------------------- ----------------- ----------------
_____________________________ ________________________ _________________
_____________________________ ________________________ _________________
_____________________________ ________________________ _________________
_____________________________ ________________________ _________________
_____________________________ ________________________ _________________
_____________________________ ________________________ _________________
_____________________________ ________________________ _________________
_____________________________ ________________________ _________________
_____________________________ ________________________ _________________
_____________________________ ________________________ _________________
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
---------------------------------
Signature
---------------------------------
Date
D-1
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Security Number of Principal Amount
Description Covered
(Symbol/CUSIP) Securities/
Shares Held
_______________________ _____________________ _____________________
_______________________ _____________________ _____________________
_______________________ _____________________ _____________________
_______________________ _____________________ _____________________
_______________________ _____________________ _____________________
_______________________ _____________________ _____________________
_______________________ _____________________ _____________________
_______________________ _____________________ _____________________
_______________________ _____________________ _____________________
_______________________ _____________________ _____________________
_______________________ _____________________ _____________________
_______________________ _____________________ _____________________
_______________________ _____________________ _____________________
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>
<CAPTION>
COVERED SECURITIES PURCHASED/ACQUIRED OR SOLD/DISPOSED
Name of Broker,
Dealer or Bank
Security Trade Number of Per Share Principal Interest Maturity (and Account Number
Description Date Shares Price Amount Rate (If Rate (If and Date Established, Bought (B)
(Symbol/CUSIP) Applicable) Applicable) If New) or Sold (S)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
______________ ______ _________ _________ _________ ___________ ___________ ____________________ ___________
______________ ______ _________ _________ _________ ___________ ___________ ____________________ ___________
______________ ______ _________ _________ _________ ___________ ___________ ____________________ ___________
______________ ______ _________ _________ _________ ___________ ___________ ____________________ ___________
______________ ______ _________ _________ _________ ___________ ___________ ____________________ ___________
______________ ______ _________ _________ _________ ___________ ___________ ____________________ ___________
______________ ______ _________ _________ _________ ___________ ___________ ____________________ ___________
______________ ______ _________ _________ _________ ___________ ___________ ____________________ ___________
______________ ______ _________ _________ _________ ___________ ___________ ____________________ ___________
______________ ______ _________ _________ _________ ___________ ___________ ____________________ ___________
______________ ______ _________ _________ _________ ___________ ___________ ____________________ ___________
</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
