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Exhibit 99(p)(2)
FUNDS DISTRIBUTOR, INC.
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PREMIER MUTUAL FUND SERVICES, INC.
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CODE OF ETHICS
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May 1, 2000
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Part A. General (All Employees)
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All employees are expected to help protect and enhance the assets and
reputation of Funds Distributor, Inc. and Premier Mutual Fund Services, Inc.
(together, the "Company"). Every individual with whom we come into contact must
believe in our honesty, integrity and dependability.
In the rapidly evolving businesses in which we are engaged, each employee
is challenged by a complex environment often requiring fast responses under high
pressure. No written policy can definitively state for employees the appropriate
action for all business situations. Accordingly, this Code emphasizes a norm or
standard of conduct that must permeate all business dealings and relationships
rather than a set of specific rules.
Part B of this Code ("Part B") is directed to the particular objective of
compliance with Rule 17j-1 under the Investment Company Act of 1940, as amended
(the "1940 Act") as such provisions are applicable to "Access Persons" (defined
in Part B). Access Persons include, among others, officers of mutual funds and
persons in a position to gain special knowledge about the investment
transactions and investment intentions of a mutual fund. Although the
procedural requirements of Part B apply only to Access Persons, all Company
employees should be familiar with Part B and conduct their personal activities
consistently with the standards set forth in Part B.
All Company employees also should be familiar with and adhere to the
Company's Policy on Insider Trading and Other Misuse of Nonpublic Information
(the "Insider Trading Policy"), which, among other things, requires the
automatic forwarding of employee brokerage statements to the Company's General
Counsel. In addition, this Code requires all employees to adhere to all Company
policies, including, without limitation, those governing equal employment
opportunity, and sexual harassment.
I. Management Responsibility
Managers by virtue of their positions of authority play a particularly
important role in developing the commitment and ability of employees whom they
manage to make sound ethical judgments. This requires recognition of the ethical
issues often inherent in business decisions, analysis of the ethical aspects of
very complex situations, and knowing when to seek assistance in determining the
ethical course of action. Other aspects of ethical leadership include:
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(i) Ensuring that your own conduct is above reproach;
(ii) Communicating personal support for, and the seriousness of, ethical
conduct;
(iii) Educating employees in all aspects of ethical conduct;
(iv) Creating an environment that encourages employees to voice ethical
concerns and supporting those who speak out for honesty and
integrity;
(v) Avoiding creating pressures and circumstances which influence
employees to produce results which are not reasonable and which may
inadvertently cloud the judgment of otherwise ethical employees; and
(vi) Ensuring that claims about our own products and services are valid
and honest while avoiding disparagement or unfair treatment of
competitors.
II. Financial Records and Reporting
Each employee involved in the preparation of the Company's financial
statements, records and reports must do so in accordance with the letter and
spirit of generally accepted accounting standards and all other applicable laws,
regulations and standards. All records must accurately and completely reflect
the financial condition of the Company.
Federal and other laws require accurate recordkeeping and accounting and
impose civil and criminal penalties on individuals and companies that violate
these requirements. Any attempts to create false or misleading records are
forbidden. Both law and company policy require that no undisclosed funds or
accounts shall be established for any purpose. Moreover, Company policy
prohibits any employee from knowingly making a misleading, incomplete or false
statement to an accountant or an attorney in connection with an audit or any
filing with a governmental or regulatory agency.
III. Conflicts of Interest
Every employee must avoid conduct that conflicts, or appears to conflict,
with his or her duty to the Company. All employees should conduct themselves
such that a reasonable observer, whether a client, supplier, fellow employee, or
regulator, would have no grounds for belief that a conflict of interest exists.
Employees are not permitted to self-deal or otherwise to use their
positions with the Company to further their own or any other related person's
business opportunities. A related person is any family member, any person
residing in the same household as the employee, any person with whom the
employee has a direct or indirect personal relationship, or any organization or
business activity in which the employee has an interest.
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From time to time, situations will arise that are not clear-cut. If you are
uncertain about the propriety of your conduct or business relationships consult
your manager. If you determine that a conflict does exist please report it
immediately to the General Counsel of the Company. In either case, you can be
sure that any such discussion will be held in confidence.
Employees should be aware of the following specific guidelines regarding
conflicts of interest:
(A) No employee should use his or her position with the Company or
information acquired during employment in a manner that may create a
conflict, or the appearance of a conflict, between personal interests
and those of the Company. If a conflict or potential conflict arises,
report it immediately to the General Counsel of the Company.
For example, Company policy does not permit you to:
(1) Accept, directly or indirectly, any money or object of value from
any person or enterprise which has or is seeking business with
the Company which may affect, or appear to influence, your
business judgment. You should not offer excessive gifts or
entertainment to others whose business the Company may be
seeking. You may accept business-related meals, entertainment,
gifts or favors when the value involved is not significant and
clearly will not place you under any obligation to the donor.
(2) Accept simultaneous employment with any concern that does
business or competes with the Company, or with any other concern
if that employment would interfere with your full-time and
efficient service as an employee of the Company. In addition, if
a related person works for a company or firm either in direct
competition with or which does business with the Company and
occupies a position that can influence decisions affecting lines
of business of such other company or firm which compete with the
Company's businesses or which relate to the business such other
company conducts with the Company, you must disclose such related
person's position on the attached agreement.
(B) Certain situations require approval before you become involved.
Specifically, you must submit a request to the General Counsel before
you:
(1) Serve as a director, general partner, or officer of any
unaffiliated business organization. This rule does not apply to
charitable, civic, religious, public, political, or social
organizations, the activities of
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which do not conflict with the interests of the Company and do
not impose excessive demands on your time.
(2) Obtain an interest in any enterprise which has or is seeking to
establish business relations with the Company. However, employees
may invest in stock or other securities of publicly-owned
companies.
(C) From time to time situations also occur that must be disclosed to the
Company's General Counsel. Examples of such situations include:
(1) Business opportunities, commissions or other financial
arrangements that are offered to related persons by persons or
firms that are customers, vendors, or business partners of the
Company. The Company requires such disclosure to make a
determination of the appropriateness of such offers beforehand
and to prevent even the appearance that Company employees might
be improperly using their positions in the Company to promote the
persona1 or financial interests of related persons.
(2) Acquisitions of Company property or services on terms other than
those available to the general public or other than those
established by Company policy.
These guidelines are intended to protect both you and the Company from
conflicts of interest, divided loyalties, and situations that create the
perception of impropriety. They will help to prevent you from compromising your
ability to act solely in the Company's interest and aid you in complying with
existing laws and regulations.
IV. Proprietary Information and Trade Secrets
All persons who work for the Company learn, to a greater or lesser degree,
facts about the Company's business methods that are not known to the general
public or to competitors. For example, customer lists, the terms or fees offered
to a particular customer, or marketing or strategic plans, may give the Company
an advantage and must not be disclosed. In addition, such things as internal
processing arrangements or proprietary systems developments must not be
disclosed. These are just a few examples.
Because these trade practices or methods are developed by employees in the
course of their jobs for which the Company pays them a salary, these matters are
the property of the Company, and it is important to the continued success of the
Company that they remain known only to the Company.
Therefore, except as a duly authorized senior officer of the Company may
otherwise consent in writing, you shall not at any time disclose or use, either
during or subsequent to your employment by the Company, any information,
knowledge or data
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you receive or develop during your employment which is considered proprietary by
the Company. This includes, but is not limited to, information stored for
business purposes on any computer system (e.g., mainframes, individual terminals
and personal computers) and software used by the Company.
In addition, no employee shall disclose information which relates to the
Company's secrets as contained in business processes, methods, compositions,
improvements, inventions, discoveries or otherwise, or which the Company has
received in confidence from others. On the other hand, the Company will not ask
you to reveal, and no employee shall disclose to the Company, the proprietary
information or trade secrets of others.
V. Insider Trading
The Company believes that it is inconsistent with its reputation for
integrity (as well as being illegal) for any employee to trade in securities on
the basis of material, nonpublic, or "inside," information about the issuer
obtained as a result of the employee's affiliation with the Company or a client
of the Company, or otherwise.
Employees should consult the Company's Insider Trading Policy for a more
detailed discussion of this issue.
VI. Compliance with Laws and Regulations
The policy of the Company is to comply in all respects with all applicable
rules and regulations of the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc. and with all applicable federal, state
and local laws and regulations in the United States and in any other countries
in which we operate. To this end, the Company has established and maintained
various practices and procedures (including assigning management oversight
responsibilities) which collectively comprise a corporate program intended to
promote ethical behavior of employees and agents and to prevent and detect
criminal conduct. These practices and procedures must be periodically reviewed
and compliance activities properly recorded in order to assure compliance with
applicable standards.
In addition, employees should be sensitive to the various equal employment
opportunity laws and to the Company's strong policy against sexual harassment.
The Company will exercise due diligence in attempting to detect and to
prevent criminal conduct by employees and agents. In this regard from time to
time the General Counsel may circulate specific laws and regulations because of
their high degree of relevance to your activities. However, all employees are
expected to be familiar with the laws and regulations that relate to the
performance of their jobs and, if in doubt, to seek advice from the General
Counsel as to what those laws and regulations are.
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VII. Administration of the Code
The Company's Code of Ethics calls for you to abide by the policies set
forth in this Code. Exceptions to these policies may be granted only by the
General Counsel, who is responsible for the interpretation of the Code.
To the extent that the Company has adopted or in the future may adopt
specific policies pertaining to any of the matters covered in the Code of
Ethics, the Code also mandates your agreement to abide by the terms of such
policies. Neither this Code nor your agreement to abide it is meant to vary or
supersede the regular terms and conditions of your employment by the Company or
to constitute an employment contract.
All employees are required to review the Code of Ethics annually and to
complete, sign and return a statement acknowledging their agreement to abide by
the Code. The Company takes the matters discussed in this Code very seriously.
Violations of the Code may result in disciplinary actions up to and including
termination of employment.
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Part B. Compliance with Rule 17j-1 (Access Persons)
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Part B has been adopted by the Company in compliance with Rule 17j-1 under
the 1940 Act with respect to Funds (defined below) for which the Company serves
as principal underwriter ("Client Funds"). The purpose of Part B is to
establish standards and procedures for the detection and prevention of
activities by which persons having knowledge of the investments and investment
intentions of a Client Fund may abuse their fiduciary duties to the Client Fund
or the Company, and otherwise to deal with the types of conflict of interest
situations to which Rule 17j-1 is designed to address.
Although certain provisions of Part B apply only to Access Persons (defined
below), all Company employees must recognize that they are expected to conduct
their personal activities in accordance with the standards set forth in Part B.
Therefore, a Company employee may not engage in any investment transaction under
circumstances in which the Company employee benefits from or interferes with the
purchase or sale of investments by a Client Fund. In addition, Company
employees may not use information concerning the investments or investment
intentions of a Client Fund for personal gain or in a manner detrimental to the
interests of the Client Fund.
Company employees may not engage in conduct that is deceitful, fraudulent
or manipulative, or that involves false or misleading statements, in connection
with the purchase or sale of investments by a Client Fund. In this regard,
Company employees should recognize that Rule 17j-1 makes it unlawful for any
principal underwriter of a Fund, or any affiliated person of such principal
underwriter, directly or indirectly, in connection with the purchase or sale,
directly or indirectly, by the person of a Security Held or to be Acquired
(defined below) by the Fund to:
(i) employ any device, scheme or artifice to defraud the Fund;
(ii) make any untrue statement of a material fact to the Fund 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;
(iii) engage in any act, practice or course of business that operates or
would operate as a fraud or deceit upon the Fund; or
(iv) engage in any manipulative practice with respect to the Fund.
Company employees should also recognize that a violation of this Code or of
Rule 17j-1 may result in the imposition of: (1) sanctions as provided by Section
VI below; or (2) administrative, civil and, in certain cases, criminal fines,
sanctions or penalties.
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I. Applicability
The only persons subject to the prohibited transaction and reporting
provisions of Part B (Sections III and V) are those Company employees who are
Access Persons.
II. Definitions
(A) "Access Person" means (i) any director, officer, general partner or
Advisory Person of a Fund or (ii) any director, officer, general
partner of the Company who, in the ordinary course of business, makes,
participates in or obtains information regarding, the purchase or sale
of Covered Securities by a Client Fund, or whose functions or duties
in the ordinary course of business relate to the making of any
recommendation to the Client Fund regarding the purchase or sale of
Covered Securities.
For purposes of Part B, Access Persons do not include persons within
the definition of Access Person solely though a relationship with a
Fund that is a money market fund or whose series consist only of money
market funds.
(B) An "Advisory Person" of a Fund means: (i) any officer or employee of
the Fund who, in connection with his or her regular functions or
duties, makes, participates in, or obtains information regarding the
purchase or sale of Covered Securities by the Fund, or whose functions
relate to the making of any recommendations with respect to the
purchases or sales; or (ii) any natural person in a Control
relationship to the Fund who obtains information concerning
recommendations made to the Fund with regard to the purchase or sale
of Covered Securities by the Fund.
(C) "Beneficial Ownership" is interpreted in the same manner as it would
be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934
(the "1934 Act") in determining whether a person is a beneficial owner
of a security for purposes of Section 16 of the 1934 Act and the rules
and regulations thereunder.
(D) "Compliance Officer" means the General Counsel of the Company or his
or her designate.
(E) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the 1940 Act.
(F) "Covered Security" means a security as defined in Section 2(a)(36) of
the 1940 Act, to wit: 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-
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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 therein or based on the value thereof), or any
put, call, straddle, option, or privilege entered into 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. References to a
Covered Security in Part B shall be deemed to include any warrant for,
option in, or security immediately convertible into that Covered
Security, and shall also include any instrument that has an investment
return or value that is based, in whole or in part, on that Covered
Security.
Covered Securities do not include: (i) direct obligations of the
Government of the United States; (ii) bankers' acceptances, bank
certificates of deposit, commercial paper and high quality short-term
debt instruments, including repurchase agreements; and (iii) shares
issued by open-end Funds.
(G) A "Fund" means an investment company registered under the 1940 Act.
(H) "Security Held or to be Acquired" by a Fund means: (i) any Covered
Security that, 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 this paragraph (H).
III. Prohibited Transactions
(A) An Access Person may not purchase or otherwise acquire direct or
indirect Beneficial Ownership of any Covered Security, and may not sell or
otherwise dispose of any Covered Security in which he or she has direct or
indirect Beneficial Ownership, if he or she knows at the time of entering into
the transaction that: (1) a Fund has purchased or sold the Covered Security
within the last 15 calendar days, or is purchasing or selling or intends to
purchase or sell the Covered Security in the next 15 calendar days; or (2) a
Fund has within the last 15 calendar days considered purchasing or selling the
Covered Security or within the next 15 calendar days intends to consider
purchasing or selling the Covered Security, unless such Access Person obtains
advance clearance of such transaction pursuant to Section IV.
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(B) The prohibitions of this Section do not apply to:
(1) Purchases that are made by reinvesting cash dividends pursuant to
an automatic dividend reinvestment program ("DRIP") (this
exception does not apply, however, to optional cash purchases
pursuant to a DRIP).
(2) Purchases of rights issued by an issuer pro rata to all holders
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of a class of its securities, if such rights were acquired from
such issuer, and the exercise of such rights.
(3) Transactions in futures contracts on U.S. Treasury obligations
(and related options) effected on a U.S. commodities exchange.
(4) Involuntary (i.e., non-volitional) purchases and sales of Covered
Securities.
(5) Transactions in an account over which the Access Person does not
exercise, directly or indirectly, any influence or control.
(6) Purchases or sales of Covered Securities that are not eligible
for purchase or sale by any Client Fund.
(7) "De minimis" transactions, defined as any purchase or sale of a
Covered Security by an Access Person where (i) the security is
included in the Standard & Poor's 500 Composite Stock Price Index
(the "S&P 500") or whose market capitalization and average daily
trading volume substantially similar to securities included in
the S&P 500; and (ii) the transaction involves no more $5,000.
If, during any two consecutive calendar quarters, aggregate
purchase or sale transactions by the Access Person in shares of
the same issuer exceed a cumulative value of $15,000, subsequent
transactions in the issuer's securities shall no longer be
regarded as "de minimis" transactions.
(C) The prohibitions of this Section, the pre-clearance requirements of
Section IV, and the reporting requirements of Section V apply to securities
acquired or disposed of in non-brokered transactions, such as purchases and
sales of securities in a private offering and securities acquired directly from
an issuer (other than DRIP purchases and the purchase or exercise of rights in
accordance with clause (B)(1) or (B)(2) above).
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IV. Pre-clearance Procedures
(A) From Whom Obtained.
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Pre-clearance of a personal transaction in a Covered Security required to
be pre-cleared pursuant to Section III above must be obtained from the
Compliance Officer. A Compliance Officer seeking pre-clearance with respect to
his or her own transaction shall obtain such clearance from the General Counsel,
or, if such person is the General Counsel or the General Counsel is unavailable,
from an Executive Vice President who is also a registered principal.
(B) Time of Clearance.
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(1) Access Persons may pre-clear trades only in cases where they have
a present intention to effect a transaction in the Covered
Security for which pre-clearance is sought. It is not
appropriate for an Access Person to obtain a general or open-
ended pre-clearance to cover the eventuality that he or she may
buy or sell a Covered Security at some future time.
(2) Pre-clearance of a trade shall be valid and in effect only for a
period of 24 hours from the time pre-clearance is given;
provided, however, that a pre-clearance expires upon the person
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becoming aware of facts or circumstances that would prevent a
proposed trade from being pre-cleared were such facts or
circumstances made known to the Compliance Officer.
(C) Form.
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Clearance must be obtained in writing by completing and signing the
form provided for that purpose by the Company, which form shall set
forth the details of the proposed transaction, and obtaining the
signature of a Clearing Officer.
V. Reports by Access Persons
(A) Initial Holdings Reports.
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Within ten (10) days after the person becomes an Access Person, each
Access Person shall make a written report of his or her current
holdings to the Compliance Officer (an "Initial Holdings Report").
A Initial Holdings Report shall be on a report form approved by the
Compliance Officer and must contain the following information:
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(1) The title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
beneficial ownership when the person became an Access Person;
(2) The name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities were held
for the direct or indirect benefit of the Access Person as of the
date the person became an Access Person; and
(3) The date that the report is submitted by the Access Person.
(B) Quarterly Transaction Reports.
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Within ten (10) days after the end of each calendar quarter, each
Access Person shall make a written report to the Compliance Officer of
all transactions occurring in the quarter by which he or she acquired
or disposed of a direct or indirect Beneficial Ownership in any
Covered Security (a "Quarterly Securities Transaction Report").
A Quarterly Securities Transaction Report shall be on a report form
approved by the Compliance Officer and must contain the following
information with respect to each reportable transaction:
(1) The date of the transaction, the title, the interest rate and
maturity date (if applicable), the number of shares and the
principal amount of each Covered Security involved;
(2) The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(3) The price of the Covered Security at which the transaction was
effected;
(4) The name of the broker, dealer or bank with or through which the
transaction was effected; and
(5) The date that the report is submitted by the Access Person.
A Quarterly Securities Transaction Report may contain a statement that
the report is not to be construed as an admission that the person
making it has or had any direct or indirect Beneficial Interest in any
Covered Security to which the report relates.
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Alternative reporting:
A Quarterly Securities Transaction Report may consist of broker trade
confirmations or account statements or similar material received by
the Company with respect to the Access Person if all of the required
information is contained in this material and such material is
received within the required time period.
To the extent a Company employee is deemed an Access Person hereunder
solely because of an official capacity with a Client Fund (i.e.,
officership or directorship), he or she may comply with the
requirements to file Quarterly Securities Transaction Report to the
extent the Access Person has filed a similar report with the Fund so
long as (1) the Access Person submits to the Compliance Officer a copy
of such report at the time of submission to the Client Fund and (2)
the form of such report is sufficient in the view of the Compliance
Officer and is otherwise consistent with Rule 17j-1.
(C) Annual Holdings Reports.
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Annually, each Access Person shall make a written report of his or her
current holdings to the Compliance Officer (an "Annual Holdings
Report").
An Annual Holdings Report shall be on a report form approved by the
Compliance Officer and must contain the following information (which
information must be current as of a date no more than 30 days before
the report is submitted):
(1) The title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
beneficial ownership;
(2) The name of any broker, dealer or bank with whom the Access
Person maintains an account in which any securities are held for
the direct or indirect benefit of the Access Person; and
(3) The date that the report is submitted by the Access Person.
(D) Responsibility to Report.
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It is the responsibility of each Access Person to take the initiative
to comply with the requirements of this Section V. Any effort by the
Company to facilitate the reporting process does not change or alter
that responsibility.
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VI. Sanctions
Any violation of Part B shall be subject to the imposition of such
sanctions by the Company as may be deemed appropriate under the circumstances to
achieve the purposes of Rule 17j-1 and Part B. The sanctions to be imposed
shall be determined by Company. Sanctions may include, but are not limited to,
suspension or termination of employment or a letter of censure.
VII. Administration and Construction of Part B
(A) The administration of Part B shall be the responsibility of the
Compliance Officer.
(B) The duties of the Compliance Officer are as follows:
(1) Continuous maintenance of a current list of the names of all
Access Persons with an appropriate description of their title or
employment, and informing all Access Persons of their reporting
obligations hereunder;
(2) On an annual basis, providing every Access Person with a copy of
Part B and informing such persons of their duties and obligations
under Part B;
(3) Maintaining or supervising the maintenance of all records and
reports required by Part B;
(4) Issuance either personally or with the assistance of counsel as
may be appropriate, of any interpretation of Part B that may
appear consistent with the objectives of Rule 17j-1 and Part B;
(5) Conduct of such inspections or investigations as shall reasonably
be required to detect and report, with recommendations, any
apparent violations of Part B to Client Funds as appropriate; and
(6) Submission to the Board of Directors of each Fund that has
approved the Code of any material change to the Code promptly,
and in no case later than six months after adoption of such
change.
(C) The Compliance Officer shall maintain and cause to be maintained in an
easily accessible place at its principal place of business, the
following records:
(1) A copy of each code of ethics for the organization that is in
effect, or at any time within the past five years was in effect;
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(2) A record of any violation of Part B, and of any action taken as a
result of the violation for at least five years after the end of
the fiscal year in which the violation occurs;
(3) A copy of each report made by an Access Person as required by
this section, including any information provided in lieu of the
reports under Section V (alternative reporting), for at least
five years after the end of the fiscal year in which the report
is made or the information is provided;
(4) A record of all persons, currently or within the past five years,
who are or were required to make reports under Part B, or who are
or were responsible for reviewing these reports; and
(5) A copy of each report required by Section VIII(B) below for at
least five years after the end of the fiscal year in which it is
made.
VIII. Certification
(A) In connection with the approval of the Code or any amendment thereto
by the Board of Directors of a Client Fund, the Company must furnish
to the Board a written report that certifies that the Company has
adopted procedures reasonably necessary to prevent Access Persons from
violating the Code; provided, however, that this requirement does not
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apply to the Company with respect to any particular Fund unless (i)
the Company is an affiliated person of the Fund or of the Fund's
investment adviser; or (ii) an officer, director or general partner of
the Company serves as an officer, director or general partner of the
Fund or of the Fund's investment adviser.
(B) No less frequently than annually, the Company must furnish to the
Board of Directors for each Client Fund a written report that: (A)
describes any issues arising under the Code since the last report to
the Board of Directors, including, but not limited to, information
about material violations of the Code or procedures and sanctions
imposed in response to material violations, and (B) certifies that the
Company has adopted procedures reasonably necessary to prevent Access
Persons from violating the Code; provided, however, that this
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requirement does not apply to the Company with respect to any
particular Fund unless (i) the Company is an affiliated person of the
Fund or of the Fund's investment adviser; or (ii) an officer, director
or general partner of the Company serves as an officer, director or
general partner of the Fund or of the Fund's investment adviser.
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FUNDS DISTRIBUTOR, INC.
PREMIER MUTUAL FUND SERVICES, INC.
CODE OF ETHICS AGREEMENT AND DISCLOSURE
I acknowledge receipt of the Code of Ethics dated May 1, 2000 and, in
consideration of my employment with the Company, agree to abide by the terms of
the policies set forth therein. I understand that my obligations under these
policies may not be changed or modified, released, discharged, abandoned or
terminated, in whole or in part, except by an instrument in writing signed by a
duly authorized officer of the Company. I further understand that my obligation
to abide by these policies is ongoing (both during and after my employment with
the Company) and I agree to promptly disclose to the General Counsel any
exceptions to or potential conflicts with this agreement that exist now or may
arise in the future. I acknowledge that neither this agreement nor the Code of
Ethics is meant to vary or supersede the regular terms and conditions of my
employment with the Company or to constitute an employment contract.
In the space below list any exceptions to the Code of Ethics or other
matters that you feel should be disclosed. Specifically, you should list any
existing or potential conflicts of interest and any directorships, partnerships,
officerships, or other positions held in unaffiliated business organizations.
You should list those positions even if you serve at the request of or with the
permission of the Company. Please also disclose the positions of any related
persons if so required by the Company's policy on conflicts of interests.
All necessary disclosures should be made on this form even if they have
been previously disclosed to the Company.
___________________________________________________________________
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Are you an Access Person? See definition in Part B.
[_] YES [_] NO
Please indicate all positions, employment or offices that you currently hold, or
that you have been nominated to hold, with Fund Clients.
_________________________________________________________________________
_________________________________________________________________________
In addition, I certify the following:
. I have not been convicted within 10 years of any felony or misdemeanor
involving the purchase or sale of any security or arising out of conduct as
an underwriter, broker, dealer, investment adviser, municipal securities
dealer, government securities broker, government securities dealer, transfer
agent, or entity or person required to be registered under the Commodity
Exchange Act, or as an affiliated person, salesman, or employee of any
investment company, bank, insurance company, or entity or person required to
be registered under the Commodity Exchange Act; nor has any affiliate been do
convicted.
. I have not been, by reason of any misconduct, permanently or temporarily
enjoined by order, judgment, or decree of any court of competent jurisdiction
from acting as an underwriter, broker, dealer, investment adviser, municipal
securities dealer, government securities broker, government securities
dealer, transfer agent, or entity or person required to be registered under
the Commodity Exchange Act, or as an affiliated person, salesman, or employee
of any investment company, bank, insurance company, or entity or person
required to be registered under the Commodity Exchange Act, or from engaging
in or continuing any conduct or practice in connection with any such activity
or in connection with the purchase or sale of any security; nor has any
affiliate been do enjoined.
Employee Signature:________________________________Date:________________
Employee Name (please print or type):___________________________________
Title:_______________________________ Phone extension:_________________
PLEASE COMPLETE, SIGN AND DATE THIS AGREEMENT, DETACH THIS PAGE AND SEND IT
UNDER CONFIDENTIAL COVER TO THE ATTENTION OF PATRICK W. MCKEON, V.P.-DIRECTOR OF
COMPLIANCE. YOU SHOULD RETAIN A COPY OF THIS AGREEMENT FOR YOUR OWN RECORDS.
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Appendix A
Reg. (S) 240.16a-1
(a) The term "beneficial owner" shall have the following applications:
* * * *
(2) Other than for purposes of determining whether a person is a
beneficial owner of more than ten percent of any class of equity securities
registered under Section 12 of the Act, the term beneficial owner shall mean any
person who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares a direct or indirect
pecuniary interest in the equity securities, subject to the following:
(i) The term pecuniary interest in any class of equity securities shall
mean the opportunity, directly or indirectly, to profit or share in any profit
derived from a transaction in the subject securities.
(ii) The term indirect pecuniary interest in any class of equity securities
shall include, but not be limited to:
(A) Securities held by members of a person's immediate family sharing the
same household; provided, however, that the presumption of such beneficial
ownership may be rebutted; see also (S) 240.16a-1(a)(4);
(B) A general partner's proportionate interest in the portfolio securities
held by a general or limited partnership. The general partner's
proportionate interest, as evidenced by the partnership agreement in effect
at the time of the transaction and the partnership's most recent financial
statements, shall be the greater of:
(1) The general partner's share of the partnership's profits,
including profits attributed to any limited partnership interests held by
the general partner and any other interests in profits that arise from the
purchase and sale of the partnership's portfolio securities; or
(2) The general partner's share of the partnership capital account,
including the share attributable to any limited partnership interest held
by the general partner.
(C) A performance-related fee, other than an asset-based fee, received by
any broker, dealer, bank, insurance company, investment company, investment
adviser, investment manager, trustee or person or entity performing a
similar function; provided, however, that no pecuniary interest shall be
present where:
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(1) The performance-related fee, regardless of when payable, is
calculated based upon net capital gains and/or net capital appreciation
generated from the portfolio or from the fiduciary's overall performance
over a period of one year or more; and
(2) Equity securities of the issuer do not account for more than
ten percent of the market value of the portfolio. A right to a
nonperformance-related fee alone shall not represent a pecuniary interest
in the securities;
(D) A person's right to dividends that is separated or separable from the
underlying securities. Otherwise, a right to dividends alone shall not
represent a pecuniary interest in the securities;
(E) A person's interest in securities held by a trust, as specified in
(S) 240.16a-8(b); and
(F) A person's right to acquire equity securities through the exercise or
conversion of any derivative security, whether or not presently
exercisable.
(iii) A shareholder shall not be deemed to have a pecuniary interest in the
portfolio securities held by a corporation or similar entity in which the person
owns securities if the shareholder is not a controlling shareholder of the
entity and does not have or share investment control over the entity's
portfolio.
* * * *
(e) The term "immediate family" shall mean any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include
adoptive relationships.
Section 2 of the Investment Company Act of 1940
(a) When used in this subchapter, unless the context otherwise requires -
* * * *
[Control]
(9) "Control" means the power to exercise a controlling influence over the
management or policies of a company, unless such power is solely the result of
an official position with such company.
Any person who owns beneficially, either directly or through one or more
controlled companies, more than 25 per centum of the voting securities of a
company shall be presumed to control such company. Any person who does not so
own more than
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25 per centum of the voting securities of any company shall be presumed not to
control such company. A natural person shall be presumed not to be a controlled
person within the meaning of this subchapter. Any such presumption may be
rebutted by evidence, but except as hereinafter provided, shall continue until a
determination to the contrary made by the [SEC] by order either on its own
motion or on application by an interested person. If an application filed
hereunder is not granted or denied by the Commission within sixty days after
filing thereof, the determination sought by the application shall be deemed to
have been temporarily granted pending final determination of the Commission
thereon. The Commission, upon its own motion or upon application, may by order
revoke or modify any order issued under this paragraph whenever it shall find
that the determination embraced in such original order is no longer consistent
with the facts.
* * * *
[Security]
(36) "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 therein or based on the
value thereof), or any put, call, straddle, option, or privilege entered into 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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