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.
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In addition, I certify the following:
o 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.
o 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. ss. 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 ss. 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:
(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
ss. 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 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.
