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Exhibit (n)
BB&T FUNDS
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 BB&T 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.
B. Trust Policies.
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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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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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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:
(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
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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.
(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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the Trust's Secretary 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 Secretary 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 is or was purchased or sold, or considered for
purchase or sale, by the Trust or the Fund. 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 July 30
of each year submit to the Trust's Secretary 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
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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
arrangement, 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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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 President 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 Secretary 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.
2. The Secretary of the Trust or his or her delegate shall review reports
submitted under Section C of this Code within 21 days of submission.
3. The Secretary of the Trust will establish and maintain records of access
persons of the Trust 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.
F. Reports to Trustees.
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1. The Secretary 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 Secretary, the Trust, a Fund, or the respective investment
adviser or sub-adviser for the Trust or a Fund, was considering the
purchase
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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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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
Secretary 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 each investment adviser and
sub-adviser to any Fund. All such approvals of entities serving the Trust as of
January 20, 2000 shall occur prior to September 1, 2000. No principal
underwriter of the Trust or investment adviser or sub-adviser to any Fund may be
appointed subsequent to January 20, 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 any investment
adviser or sub-adviser to any 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 Secretary, 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: November 8, 1994
As Amended: February 11, 2000
The Board of Trustees
BB&T Funds
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Exhibit A
BB&T 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 Secretary of the BB&T 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
BB&T FUNDS
Securities Transaction Report
For the Calendar Quarter Ended: _____, 200__
To the Secretary of the BB&T 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 No. of Shares and Nature of Price at or Bank
and maturity Principal Dollar Transaction Which Through
date, if Date of Amount of (Purchase, Transaction Whom
applicable) Transaction Transaction (Price) Sale, Other) Effected Effected
--------------------------------------------------------------------------------------------------
<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:________________________
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BB&T ASSET MANAGEMENT
CODE OF ETHICS
GOVERNING THE CONDUCT OF ITS
INVESTMENT ADVISORY SERVICE
TO INVESTMENT COMPANIES
STATEMENT OF GENERAL PRINCIPLES
It is the policy of BB&T Asset Management that every Access Person1 should (1)
at all times place the interests of the shareholder first; (2) conduct all
personal securities transactions in a manner that is consistent with the Code of
Ethics and to avoid any actual or potential conflict of interest or any abuse of
the individual's position of trust and responsibility; and (3) adhere to the
fundamental standard that BB&T personnel should not take inappropriate advantage
of their positions.
It is the policy of BB&T Asset Management that all officers and employees will
abide by all applicable laws, regulations, rulings, orders, and policy
statements and other similar provisions, which govern the operation of BB&T
Asset Management. BB&T Asset Management will not tolerate any violation or
intent to violate either the letter or spirit of such provisions.
GOVERNING STANDARDS
This Code of Ethics shall be governed by Rule 17j-1 under the Investment Company
Act of 1940.
Each Access Person shall not in the connection with the purchase or sale by such
person of a security "held or to be acquired" by any investment company
portfolio (a "Fund") of the BB&T Funds (the "Trust") commit the following:
1) Employ a device, scheme, or artifice to defraud the Fund;
2) Make to the Fund, or BB&T Asset Management, any untrue statement of a
material fact or omit to state to the Fund, or BB&T Asset Management, a
material fact necessary in order to make the statements made, in light
of the circumstances under which they are made, not misleading;
3) Engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon the Fund; or
4) Engage in any manipulative practice with respect to the Fund.
A security is "held or to be acquired" if within the most recent 15 days it (1)
is or has been held by a Fund, or (2) is being or has been considered by a Fund,
or the investment adviser for a Fund (BB&T Asset Management) for purchase by a
Fund. A purchase or sale includes the writing of an option to purchase or sell.
SUBSTANTIVE RESTRICTIONS ON PERSONAL INVESTMENT ACTIVITIES
1. Initial Public Offerings
Portfolio Managers and other Investment Personnel are prohibited from
acquiring any security in an initial public offering.
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1 PORTFOLIO MANAGERS of a fund have the responsibility and authority either
individually, or as part of a team, to make decisions about that particular
fund's investments. INVESTMENT PERSONNEL include portfolio managers, as well as
analysts and traders who provide information and advice to a portfolio manager
or who help execute a portfolio manager's decisions. An ACCESS PERSON is any
director or officer of BB&T Asset Management, or other employee of BB&T Asset
Management who, in the course of their normal workplace duties, obtains
information about a fund's purchases and sales of securities. The definition of
ACCESS PERSON includes PORTFOLIO MANAGERS and INVESTMENT PERSONNEL.
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2. Private Placement
Portfolio Managers and other Investment Personnel shall, when
purchasing securities in a private placement:
A. Obtain the prior written approval of the Compliance Department
and Trust Counsel.
B. Disclose the Investment when they are involved in any
subsequent decision to invest in the issuer on behalf of a
Fund, and refer the decision to purchase securities of the
issuer to the Chief Investment Officer (or his designee).
3. Blackout Periods
A. Same Day
All Access Persons are prohibited from executing a securities
transaction on a day when a Fund has a pending "buy" or "sell"
order in the same security until that order is executed or
withdrawn. Any profits realized on trades within the
proscribed periods will be disgorged.
B. Seven Day
Portfolio Managers are prohibited from buying or selling a
security within at least seven (7) calendar days before and
after the Fund he or she manages trades in that security. Any
profits realized on trades within the proscribed periods will
be disgorged.
4. Ban on Short-Term Trading Profits
Portfolio Managers and other Investment Personnel are prohibited from
profiting in the purchase and sale, or the sale and purchase, of the
same (or equivalent) securities within 60 calendar days. Any profits
realized on trades within the proscribed periods will be disgorged.2
5. Gifts
Portfolio Managers and other Investment Personnel are prohibited from
receiving any gift or other thing of more than $100 value from any
person or entity that does business with or on behalf of a Fund.
6. Service as a Director
Portfolio Mangers and other Investment Personnel are prohibited from
serving on the board of directors of publicly traded companies, without
prior authorization from the Compliance Department.
DISCLOSURE AND REPORTING REQUIREMENTS
1. Preclearance
All Access Persons are required to preclear all transactions in
securities in which the person has, or by reason of the transaction
acquires, any direct or indirect beneficial ownership(3) ("Personal
Securities") with the Compliance Department. The preclearance
requirement shall not apply to purchases that are made solely with the
dividend proceeds received in a dividend reinvestment plan.
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(2) Note: This prohibition applies regardless of portfolio holdings or
securities transactions of a Fund.
(3) Beneficial ownership of a security 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 securities. Generally,
a person should consider himself the beneficial owner of securities held by his
spouse, his minor children, a relative who shares his home, or other persons if
by reason of any contact, understanding, relationship agreement or other
arrangement, he obtains from such ownership. He should also consider himself the
beneficial owner of securities if he can invest or revest title in himself now
or in the future.
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2. Records of Securities Transactions
All Access Persons are required to direct their brokers to provide the
Compliance Department, on a timely basis, duplicate copies of
confirmations of all reportable Personal Securities transactions and
copies of periodic statements for all securities accounts. Reportable
transactions do not include (1) securities issued or guaranteed by the
United States Government, its agencies or instrumentalities; (2)
bankers acceptances; (3) bank certificates of deposit; (4) commercial
paper; (5) high-quality short-term debt instruments, including
repurchase agreements; and (6) shares of registered open-end investment
companies.
3. Disclosure of Personal Holdings
All Access Persons are required to disclose all reportable Personal
Securities holdings at commencement of employment and thereafter on an
annual basis.
4. Disclosure of Personal Brokerage Accounts
All Access Persons are required to disclose the name of any broker,
dealer or bank maintaining an account in which any security was held
for the direct or indirect benefit of the Access Person as of the date
of employment. All Access Persons are also required to report, on a
quarterly basis, any new account established with a broker, dealer or
bank in which any security was transacted or held for the direct or
indirect benefit of such person.
4. Certification of Compliance with Code of Ethics
All Access Persons are required to certify annually that they have read
and understand the Code of Ethics. They must further certify that they
have complied with the requirements of the Code of Ethics and that they
have disclosed or reported all Personal Securities transactions
required to be disclosed or reported.
COMPLIANCE PROCEDURES
In order to provide BB&T Asset Management with information to enable it to
determine with reasonable assurance whether the provisions of the Code of Ethics
are being observed by Portfolio Managers, Investment Personnel and Access
Persons:
1. The Director of Investment Compliance shall notify all Access Persons of
the reporting requirements of the Code of Ethics and shall deliver a copy
of the Code to each person.
2. Each Access Person shall submit to the Director of Investment Compliance on
an annual basis, an Annual Certification of Compliance with the Code of
Ethics as prescribed in Exhibit A. The annual certification shall be filed
with the Director of Investment Compliance within ten (10) calendar days
after year-end.
3. Each Access Person shall submit to the Director of Investment Compliance
upon commencement of employment and thereafter on an annual basis, reports
in the form prescribed in Exhibit B, Personal Securities Initial and Annual
Holdings Report. The annual report shall be filed with the Director of
Investment Compliance within ten (10) calendar days after year-end, and
shall be current as of a date no more than thirty (30) days before the
report is submitted. Both the initial and annual holdings shall report any
securities accounts (including exempt securities) maintained.
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4. Each Access Person shall submit to the Director of Investment
Compliance on a quarterly basis, reports in the form prescribed in
Exhibit C, Personal Securities Transactions. This report shall also
contain disclosure of any securities account(s) established during the
quarter. The quarterly reports shall be filed with the Director of
Investment Compliance within ten (10) calendar days after quarter-end.
5. Decisions regarding the preclearance of all securities transactions for
Access Persons shall be documented in writing by the Director of
Investment Compliance or Trust Counsel. All Access Persons shall make
arrangements with their broker to provide the Director of Investment
Compliance, on a timely basis, with copies of confirmations of all
reportable Personal Securities transactions and copies of periodic
statements for all securities accounts.
6. Each report submitted under the Code shall be reviewed by the Director
of Investment Compliance on a quarterly basis.
7. The Director of Investment Compliance shall report to the Board of
Directors of BB&T Asset Management:
A. at the next meeting following the receipt of the annual report
of holdings, the results of the review.
B. any apparent violation of the Code at the first meeting
subsequent to the discovery of the violation.
8. The Board of Directors of BB&T Asset Management shall consider reports
made to it and shall determine whether the policies established in the
Code of Ethics have been violated, and what sanctions, if any, should
be imposed. The Board of Directors of BB&T Asset Management shall
review the operation of this policy at least annually or as dictated by
changes in applicable securities regulations.
9. BB&T Asset Management shall annually prepare a written report to be
presented to the Board of each Fund for which it is Investment Adviser
detailing any violations of the Code of Ethics. A certification shall
also be provided that BB&T Asset Management has adopted procedures
reasonably necessary to prevent all Access Persons from violating its
Code of Ethics.
10. This Code of Ethics, a copy of each Personal Securities Holding Report
and Personal Securities Transactions Report by the parties covered in
the Code, any written report prepared by the Director of Investment
Compliance, and lists of all persons required to make reports shall be
preserved with BB&T Asset Management for the period required by Rule
17j-1 under the Investment Company Act of 1940.
Adopted _________________, 2000
The Board of Directors
BB&T Asset Management
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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.
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)).
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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.
(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.
2
<PAGE> 15
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 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 SECURITY(1) in
which the person has, or by reason of such personal securities
transaction acquires, any direct or indirect, "BENEFICIAL
OWNERSHIP."(2)
3
<PAGE> 16
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:
4
<PAGE> 17
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.
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
5
<PAGE> 18
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.
6
<PAGE> 19
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
<PAGE> 20
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
-------------------------
(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
<PAGE> 21
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
<PAGE> 22
BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT D
INITIAL AND ANNUAL HOLDINGS REPORT
<TABLE>
<CAPTION>
NAME AND ADDRESS OF ACCOUNT NUMBER(S) IF NEW ACCOUNT,
BROKER, DEALER OR BANK(S) DATE ESTABLISHED
<S> <C> <C>
-------------------------------------- ------------------ ------------------
-------------------------------------- ------------------ ------------------
-------------------------------------- ------------------ ------------------
-------------------------------------- ------------------ ------------------
-------------------------------------- ------------------ ------------------
-------------------------------------- ------------------ ------------------
-------------------------------------- ------------------ ------------------
-------------------------------------- ------------------ ------------------
-------------------------------------- ------------------ ------------------
-------------------------------------- ------------------ ------------------
</TABLE>
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
<PAGE> 23
SECURITY NUMBER OF PRINCIPAL AMOUNT
DESCRIPTION COVERED
(SYMBOL/CUSIP) SECURITIES/
SHARES HELD
------------------ ---------------- ----------------
------------------ ---------------- ----------------
------------------ ---------------- ----------------
------------------ ---------------- ----------------
------------------ ---------------- ----------------
------------------ ---------------- ----------------
------------------ ---------------- ----------------
------------------ ---------------- ----------------
------------------ ---------------- ----------------
------------------ ---------------- ----------------
------------------ ---------------- ----------------
------------------ ---------------- ----------------
------------------ ---------------- ----------------
------------------ ---------------- ----------------
D-2
<PAGE> 24
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
Description Date Shares Price Amount Rate Rate
(Symbol/CUSIP) (If Applicable) (If Applicable)
<S> <C> <C> <C> <C> <C> <C>
-------------------- ----------- ---------- --------- --------- --------------- --------------
-------------------- ----------- ---------- --------- --------- --------------- --------------
-------------------- ----------- ---------- --------- --------- --------------- --------------
-------------------- ----------- ---------- --------- --------- --------------- --------------
-------------------- ----------- ---------- --------- --------- --------------- --------------
-------------------- ----------- ---------- --------- --------- --------------- --------------
-------------------- ----------- ---------- --------- --------- --------------- --------------
-------------------- ----------- ---------- --------- --------- --------------- --------------
-------------------- ----------- ---------- --------- --------- --------------- --------------
-------------------- ----------- ---------- --------- --------- --------------- --------------
<CAPTION>
Name of Broker, Dealer Bought (B) or Sold (S)
or Bank (and Account Number
and Date Established, If New)
<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
<PAGE> 25
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
