Revised as of February 7, 2000
THE BANK OF NEW YORK
("BNY")
AS
INVESTMENT ADVISER, ADMINISTRATOR AND
CUSTODIAN
TO THE BNY HAMILTON FUNDS
AND
SUB-ADVISER
TO WILLAMETTE VALUE FUND
CODE OF ETHICS
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I. INTRODUCTION
This Code of Ethics is adopted pursuant to Rule 17j-1 of the Investment Company
Act. Adherence to the Code of Ethics and the related restrictions on personal
investing is considered a basic condition for working on the BNY Hamilton Funds.
If employees have any doubts as to the propriety of any activity, they should
consult with one of the BNY Hamilton Fund Compliance Officers.
This Code of Ethics is in addition to BNY's Code of Conduct.
II. APPLICABILITY OF CODE OF ETHICS
This Code of Ethics shall apply to any person who meets the definition of
"access person," as defined in Rule 17j-1, with respect to the BNY Hamilton
Funds.
III. "ACCESS PERSONS"
"Access person" is defined by the Rule to include any BNY employee:
(a) who makes any recommendation, who participates in determining which
recommendation will be made, or whose principal functions or duties relate to
the determination of which recommendation will be made by BNY on behalf of any
BNY Hamilton Fund or
(b) who, in connection with his or her regular functions or duties, obtains
any information concerning recommendations being made by BNY on behalf of any
BNY Hamilton Fund or who makes, participates in or obtains information regarding
the purchase or sale of any securities by any BNY Hamilton Fund.
This definition includes portfolio managers, analysts and traders employed by
the Bank who service the BNY Hamilton Funds as investment advisor. There may be
additional employees who fall within the definition of "access person" who,
because of the nature of their position, possess information regarding the
securities that the BNY Hamilton Funds will purchase or sell. A comprehensive
list of all "access persons" will be compiled and maintained by the BNY Hamilton
Fund Compliance Officers.
IV. TEXT OF RULE 17j-1(b) OF THE INVESTMENT COMPANY ACT
Rule 17j-1(b) prohibits "access persons" from engaging in certain specified
activity. The text of Rule 17j-1(b) is attached as Exhibit A. All "access
persons" are required to familiarize themselves with this Rule and execute the
attached Acknowledgment Form. This form should be forwarded to one of the BNY
Hamilton Fund Compliance Officers.
V. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES
Investment activities of all "access persons" must remain within the parameters
set forth below:
(a) Prohibited Purchases and Sales -- General.
(1) Except for "Exempted Transactions" specified in Section VI below, no
"access person" shall purchase or sell, directly or indirectly, any
security in which he has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership and which to his actual knowledge
at the time of such purchase or sale (i) is being considered for purchase
or sale by any BNY Hamilton Fund or (ii) is being purchased or sold by any
BNY Hamilton Fund.
(2) No "access person" shall reveal to any other person (except in the
normal course of his or her duties on behalf of the BNY Hamilton Funds) any
information regarding securities transactions by the BNY Hamilton Funds or
consideration by the BNY Hamilton Funds of any such securities transaction.
(3) No "access person" shall recommend any securities transaction by any
BNY Hamilton Fund without having disclosed his or her interest, if any, in
such securities or the issuer thereof, including without limitation (i) his
or her direct or indirect beneficial ownership of any securities of such
issuer; (ii) any contemplated transactions by such person in such
securities; (iii) any position with such issuer or its affiliates; and (iv)
any present or proposed business relationship between such issuer or its
affiliates, on the one hand, and such person or any party in which such
person has a significant interest, on the other; provided, however, that in
the event the interest of such "access person" in such securities or issuer
is not material to his or her personal net worth and any contemplated
transaction by such person in such securities cannot reasonably be expected
to have a material adverse effect on any such transaction by the BNY
Hamilton Funds or on the market for the securities generally, such "access
person" shall not be required to disclose his or her interest in the
securities or issuer thereof in connection with any such recommendation.
(b) Prohibition on Acquiring Securities in an Initial Public Offering
("IPO") Until After the Initial Offering has been Completed. Purchases of IPO's
by "access persons" pose two potential conflicts of interest. First, an
opportunity for "access persons" to participate in a "hot issue" or other
attractive IPO is not likely to be viewed as a random event. It may also create
the impression that future investment decisions for the BNY Hamilton Fund were
not pursued solely because they were in the best interest of the Fund. Second,
the realization of any short-term profits may create at least the appearance
that an investment opportunity that should have been available to the Fund was
diverted to the personal benefit of an individual employee. BNY believes that
prohibiting the purchase of a security in an IPO until after the IPO has been
completed will reduce these potential conflicts. After the IPO is completed,
transactions in securities issued in the IPO are subject to the restrictions
contained in this Code of Ethics.
(c) Blackout Periods for Trading in the Same Security as a Fund. On a day
during which any BNY Hamilton Fund has a pending "buy" or "sell" order in a
security, all "access persons" are prohibited from executing a securities
transaction in such security or related derivative security until such order is
executed or withdrawn by such Fund or Funds. Additionally, "access persons" with
knowledge of the trading activity of any BNY Hamilton Fund and portfolio
managers with respect to the BNY Hamilton Fund that he or she manages are
prohibited from buying or selling a security within fifteen (15) calendar days
before and after the BNY Hamilton Fund that he or she manages (or with respect
to which he or she has knowledge of trading activity) trades in that security.
The blackout period after a Fund trades is designed to allow dissipation of the
market effect of the Fund's trade before the portfolio manager or other "access
person" trades. The blackout period before a Fund trades is to negate the
perception that the portfolio managers or other "access persons" are front
running the Fund.
(d) Pre-Clearance of Personal Securities Transactions. "Access persons"
will be required to pre-clear through one of the BNY Hamilton Fund Compliance
Officers all transactions in securities (other than for exempt transactions set
forth below) for which the "access person" has, or will acquire as a result of
such transaction, direct or indirect beneficial ownership. This procedure will
attempt to prevent a trade in which, for example, a portfolio manager of one
Fund intends to purchase securities, unaware that another Fund in the same
complex has an open order to purchase a significant block of the same security.
All "access persons" must submit a request to execute a securities transaction,
utilizing the BNY Hamilton Funds Daily Activity database, to, and obtain
clearance for executing such transaction from, one of the BNY Hamilton Fund
Compliance Officers before executing any securities transactions. The security
will be checked against the system to attempt to determine whether or not the
purchase or sale would violate this Code of Ethics.
(e) Pre-Clearance Exemption. The following transactions will be exempt from
this pre-clearance requirement:
(1) Any equity securities transaction or a series of related transactions
in a listed or publicly traded security involving 500 shares or less in the
aggregate if, at the time of the transaction, the following criteria are
met:
(i) the "access person" has no actual knowledge that the
security is being considered for purchase or sale by the particular
Fund or Funds for which such person has responsibility or that the
security is actually being purchased or sold for that Fund and
(ii) the issuer of the security being purchased or sold has a
market capitalization greater than $1 billion.
(2) Any fixed income securities transaction involving $100,000 principal
amount or less if, at the time of the transaction, the "access person" has
no actual knowledge that the security is being considered for purchase or
sale by the particular Fund or Funds for which such person has
responsibility or that the security is actually being purchased or sold for
that Fund.
(3) Transactions in securities the value of which is not based upon,
related to or determined by reference to any security which is eligible for
purchase or sale BNY Hamilton Funds.
(4) In no event are "privately placed" securities eligible for this
exemption.
(f) Disclosure of Personal Holdings.
(1) Initial and Annual Disclosure. No later than ten (10) days after
becoming an "access person," an "access person" is required to submit to
one of the BNY Hamilton Fund Compliance Officers the Disclosure of Personal
Holdings Form (attached) listing all securities that he or she holds or
over which he or she has any direct or indirect beneficial ownership. This
statement is to be updated by January 15th of each year by each "access
person." This disclosure will ensure that all non-exempt trades are being
reported. It will also capture certain investments (i.e., private
placements) that would not be reflected in traditional broker-dealer
accounts.
(2) Monthly Disclosure -- Duplicate Copies of Brokers' and Banks'
Statements. All "access persons" are required to direct their brokers and
banks to supply to one of the BNY Hamilton Fund Compliance Officers a
duplicate copy of securities or investment account statements for each
account over which the "access person" has direct or indirect beneficial
ownership. If the broker or bank statement does not reflect any non-exempt
securities transaction entered into by the "access person" during the
period covered by the statement submitted on behalf of such "access
person," the "access person" must submit a Disclosure of Personal Holdings
Form reflecting such missing transactions and providing the following
additional information: date of transaction, nature of transaction, and the
price at which the transaction was effected. The transactions reported on
the brokers' or banks' statements (and Disclosure of Personal Holdings Form
if necessary) will be reviewed and compared against the Fund transactions
and the pre-clearance forms. The brokerage and bank statements (and
Disclosure of Personal Holdings Form if necessary) will allow BNY to ensure
the effectiveness of its compliance program.
(3) No Duplicative Reporting. If any "access person" is required to file a
report under this Code of Ethics with the same person and containing the
same information as is required by another code of ethics or conduct, then
only one such filing of the report is required.
VI. RESTRICTIONS ON INVESTING ON BEHALF OF THE BNY HAMILTON FUNDS
-------------------------------------------------------------
No "access person" shall participate in the consideration by any BNY Hamilton
Fund of the purchase or sale of a security for such Fund if such person directly
or indirectly is the beneficial owner of such security or is currently receiving
benefits from a trust of which such person is not a trustee but which, to such
person's knowledge, owns such security unless such person has disclosed in
writing to one of the BNY Hamilton Fund Compliance Officers such person's or
such trust's ownership of such security.
VII. EXEMPTED TRANSACTIONS
The following transactions are specifically exempted from coverage by this Code
of Ethics:
(a) transactions in securities issued by the Government of the United States;
(b) transactions in shares of open-ended investment companies;
(c) transactions involving bank certificates of deposit, bankers'
acceptance, commercial paper and high quality short-term debt instruments
(including repurchase agreements);
(d) transactions in securities which are not eligible for purchase or sale
by BNY Hamilton Funds;
(e) transactions effected in any account over which the "access person" has
no direct or indirect influence or control (i.e., blind trust, discretionary
account or trust --- managed by a third party);
(f) transactions which are part of an automatic dividend reinvestment plan
(but only with respect to the reinvestment of securities); and
(g) purchases effected upon the exercise of rights issued pro rata to all
holders of a class of its securities, to the extent such rights were acquired
from such an issuer, and sales of such rights so acquired.
VIII. OVERSIGHT OF CODE OF ETHICS
The reports filed by "access persons" pursuant to this Code of Ethics will be
reviewed on a monthly basis by one of the BNY Hamilton Fund Compliance Officers
and compared to transactions entered into by BNY on behalf of the BNY Hamilton
Funds. Any transactions that are believed to be a violation of this Code of
Ethics will be reported promptly to BNY's Chief Investment Officer.
The Chief Investment Officer shall consider reports made to him and, upon
determining that a violation of this Code of Ethics has occurred, may impose
such sanctions or remedial action as he deems appropriate. These sanctions may
include, among other things, suspension or termination of employment with BNY.
February 7, 2000
rjs020700/Hamilton Funds/BNYCofE
<PAGE>
EXHIBIT A
Text or Rule 17j-1(b) of the Investment Company Act
The purpose of this Code of Ethics is to provide procedures consistent with the
Investment Company Act and, more specifically, Rule 17j(b) which reads as
follows:
"It is unlawful for any affiliated person of or principal underwriter for a
Fund, or any affiliated person of an investment adviser of or principal
underwriter for a Fund in connection with the purchase or sale, directly or
indirectly, by the person of a Security Held or to be Acquired by the Fund:
1. To employ any device, scheme or artifice to defraud the Fund;
2. To make any untrue statement of a material fact to the Fund or omit
to state a material fact to the Fund necessary in order to make the
statements made to the Fund, 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 on the Fund; or
4. To engage in any manipulative practice with respect to the Fund."
For purposes of Rule 17j-1(b):
(a) "Fund" is defined as "an investment company registered under the
Investment Company Act."
(b) "Security Held or to be Acquired by a Fund" means:
(i) Any Covered Security which, within the most recent 15 days:
(A) Is or has been held by the Fund; or
(B) Is being or has been considered by the Fund or its investment
adviser for purchase by the Fund; and
(ii) Any option to purchase or sell, and any security convertible into
or exchangeable for, a Covered Security described in paragraph (a)
(10) (i) of this Rule 17j-1.
(c) "Covered Security" means "any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest or
participation in any profit-sharing agreement, collateral-trust
certificate, preorganization certificate or subscription, transferable
share, investment contract, voting-trust certificate, certificate of
deposit for a security, fractional undivided interest in oil, gas, or
other mineral rights, any put, call, straddle, option, or privilege on
any security (including a certificate of deposit) or on any group or
index of securities (including any interest on a national securities
exchange relating to foreign currency, or, in general, any interest or
instrument commonly known as a `security,' or any certificate of
interest or participation in, temporary or interim certificate for,
receipt for, guarantee of, or warrant or right to subscribe to or
purchase, any of the foregoing."
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Acknowledgment
I hereby acknowledge receipt of The Bank of New York's Investment Company
Code of Ethics and certify that I have read it and agree to abide by it. I also
confirm that I have instructed all brokerage houses and banks where I maintain a
securities or investment account to supply duplicate copies of my monthly
statement to one of The Bank of New York's BNY Hamilton Fund Compliance
Officers. I hereby certify that I have never been found civilly liable for or
criminally guilty of insider trading and that no legal proceedings alleging that
I have violated the law on insider trading are now pending or, to my knowledge,
threatened by any person or authority.
Date:_____________________ ________________________________
(Signature)
________________________________
(Print Name)
<PAGE>
DISCLOSURE OF PERSONAL HOLDINGS
This form is to be submitted by all "access persons" upon commencement of
employment with The Bank of New York or upon becoming an "access person" if
previously employed by the Bank.
I hereby certify that the following is a complete list of accounts in my
name and accounts for which I have power of attorney, act in a fiduciary
capacity or have direct or indirect beneficial ownership (such as accounts for a
spouse or child) and the securities which are currently held in such accounts:
# OF SHARES OR
PRINCIPAL AMOUNT
ACCOUNT NAME BROKER/BANK NAME SECURITY OF SECURITIES
------------ ---------------- -------- ----------------
Signature:______________________________
Print Name: ____________________________
Dated: _________________________________
