CODE OF ETHICS OF
FIRST OMAHA FUNDS, INC.
WHEREAS, the reputation and integrity of First Omaha Funds, Inc. and its
Portfolios (the "Fund") are dependent upon maintenance of the highest possible
standards in its public and private relationships; and
WHEREAS, it is incumbent upon all directors, officers, and other
affiliated persons to avoid any activities which might be in conflict with their
primary responsibility toward the Fund and its shareholders and it is a
fundamental standard that they should not take inappropriate advantage of their
positions;
WHEREAS, an "Access Person" is defined as any officer, director or
Advisory Person of the Fund; or any officer, director or Advisory Person of the
Adviser (as hereinafter defined) who, as to the Fund, makes any recommendation,
participates in the determination of which recommendation shall be made, or
whose principal function and duties relate to determination of which
recommendation shall be made to the Fund; or who, in connection with his or her
duties, obtains information concerning securities recommendations being made by
the Adviser to the Fund; and "Advisory Person" is defined as any employee of the
Fund or the Adviser, who, in connection with his or her regular functions or
duties, makes, participates in, or obtains information regarding the purchase or
sale of a security by the Fund, or whose functions relate to the making of any
recommendations with respect to such purchases or sales;
NOW, THEREFORE, BE IT RESOLVED, the Board of Directors hereby adopts the
following Code of Ethics:
(a) No officer, director, employee, or affiliated person of the Fund
shall use any nonpublic information obtained in the course of
such person's duties on behalf of the Fund for material personal
gain or profit, or engage in any activities which such person
knows could be detrimental to the interests of the Fund and its
shareholders.
(b) No officer, director, or employee of or principal underwriter for
the Fund or any affiliated person of First National Bank of Omaha
("Adviser") or the principal underwriter for the Fund
("Distributor") (collectively, the "Management Companies"), in
connection with the purchase or sale, directly or indirectly, by
such person of a security held or to be acquired by the Fund
shall:
(1) Employ any device, scheme, or artifice to defraud the
Fund;
(2) 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) 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.
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(c) No Advisory Person shall acquire, directly or indirectly, any
securities in an Initial Public Offering.
(d) All Advisory Persons shall receive prior approval from the Code
Officer hereinafter identified before acquiring, directly or
indirectly, securities in a Limited Offering. Approval will take
into account, among other factors, whether the investment
opportunity should be reserved for the Fund and it's
shareholders, and whether the opportunity is being offered to an
individual by virtue of his or her position with the Fund.
(1) An Advisory Person who has been authorized to acquire
securities in a Limited Offering shall disclose the
investment to the Code Officer if such Advisory Person
knows that the Fund is considering an investment in the
issue. In such circumstances, the Fund's decision to
purchase securities of the issuer shall be subject to an
independent review by personnel with no personal interest
in the issue.
(e) No Access Person shall knowingly execute a securities transaction
during a day when the Fund has a pending buy or sell order in the
same security until that order is executed or withdrawn.
(f) No Advisory Person shall receive any gift or other item of more
than de minimis value from any person or entity that does
business with or on behalf of the fund.
(g) No Advisory Person shall serve on the board of directors of a
publicly traded company without first receiving prior
authorization from the Code Officer based upon a determination
that the board service would be consistent with the interest of
the Fund shareholders.
(h) All Advisory Persons shall preclear any personal securities
transactions with the Code Officer. Approval will take into
account, among other factors, whether the Fund has traded or will
trade such security within seven (7) calendar days before or
after such transaction, whether such transaction represents a
short-term (60 days or less) transaction and whether the
transaction in any way might constitute the breach of any duty of
the Fund or the Adviser. After preclearance has been granted all
Advisory Persons shall supply the Fund with duplicate copies of
confirmations on all personal securities transactions.
Preclearance shall not absolve any person of any obligation under
any other provision hereof.
(i) (1) Within ten (10) days after the later of the adoption
of this Code of Ethics and the date a person becomes an
Access Person, each Access Person shall report to the Code
Officer:
(i) The title, number of shares or principal amount of
any securities in which the Access Person has a
direct or indirect beneficial interest; and
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(ii) The name of any broker, dealer or bank with whom
such Access Person maintains an account in which
any securities are held for the direct or indirect
benefit of such Access person; and
(iii) The date the report is submitted by the Access
Person.
(2) All Access Persons shall supply to the Code Officer within
10 days after the end of each calendar quarter, statements
for all personal securities accounts, including the
following information concerning each of their securities
transactions and accounts during such calendar quarter:
(i) (A) The date of the transaction, the title, and the
number of shares and the principal amount of each
security involved;
(B) The nature of the transaction (i.e., purchase,
sale, or any other type of acquisition or
disposition);
(C) The price at which the transaction was effected;
(D) The name of the broker, dealer, or bank with or
through whom the transaction was effected; and
(E) The date the report is submitted by the Access
Person.
(ii) With respect to any account established by the Access
Person in which any securities were held during the
quarter for the direct or indirect benefit of the
Access Person:
(A) The name of the broker, dealer or bank with whom
the Access Person established the account;
(B) The date the account was established; and
(C) The date that the report is submitted by the
Access Person.
(3) Annually, all Access Persons shall supply the following
information (which information must be current as of a
date not more than 30 days before the report is
submitted):
(i) The title, number of shares and principal amount of
each security in which the Access Person had any direct
or indirect beneficial ownership;
(ii) 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
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(iii) The date that the report is submitted by the Access
Person.
(4) However, no person shall be required to make a report:
(i) With respect to transactions effected for an account
over which such person does not have any direct or
indirect influence or control;
(ii) Of initial holdings or annual holdings where such
person is a "noninterested" director within the meaning
of Section 2(a)(19) of the Investment Company Act of
1940 (the "Act"), and would be required to make such a
report solely by reason of being a director of the
Fund, or a quarterly transaction report if such person
is a noninterested director, unless such noninterested
director knew, or in the ordinary course of fulfilling
the official duties as a director of the Fund, should
have known that during the 15-day period immediately
preceding or after the date of the transaction in a
security by the director such security was or is
purchased or sold by the Fund or such purchase or sale
by the Fund was considered by the Fund or the Adviser.
(iii) Where a report made to an investment adviser would
duplicate information reported pursuant to Rules under
the Investment Advisers Act of 1940; or
(iv) If the transactions involve securities issued by the
Government of the United States, bankers' acceptances,
bank certificates of deposit, commercial paper, and
shares of registered open-end investment companies.
(j) The Board of Directors may impose penalties for violation of this
Code of Ethics commensurate with the gravity of the violation;
and such penalties may range from a written reprimand to fines
denial of salary increases, job demotions, transfers, or
termination. If the Adviser elects to adopt this Code of Ethics,
rather than adopting a separate code, then the power of the Board
of Directors to impose penalties shall include the power to
recommend sanctions to the Adviser and to impose fines on the
Adviser if the recommended sanctions are not implemented.
(k) Each investment adviser and principal underwriter for the Fund
shall adopt a comparable code of ethics and shall certify to the
Fund at least annually the existence thereof and compliance
therewith.
(l) Any capitalized terms not defined herein shall have the meanings
ascribed to them under the Act or Rules thereunder.
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BE IT FURTHER RESOLVED, that an Officer appointed annually by the
Adviser and approved by the Directors of the Fund (the "Code Officer"), or such
person's designee, be, and hereby is, appointed and directed as the officer in
charge of:
(1) Identifying the Access Persons who are under a duty to make
quarterly reports and to inform them of such duty and identifying
affiliates of the Fund and the Adviser and informing them of
their obligations under paragraphs (a) and (b) hereof, it being
understood the Code Officer shall have no obligation to identify
employees of the Distributor who are required to file reports or
to review such reports;
(2) Furnishing a copy of the Code of Ethics to all such persons
annually;
(3) Preclearance of personal securities transactions as and when
required by the Code of Ethics;
(4) Reviewing all Advisory Persons' personal investment transactions
after preclearance has been granted, receiving and reviewing
duplicate confirmations and quarterly statements required by the
Code of Ethics and reporting to the Board of Directors any
securities transactions or activities which appear to violate the
Code;
(5) Receiving certification annually from each Access Person that
such person has read and understands the Code of Ethics, is
subject thereto, has complied with the requirements of the Code
and has disclosed or reported all personal securities
transactions required by the Code of Ethics to be disclosed or
reported. In the event such officer is also an Access Person, his
or her reports will be reviewed by the President of the Fund;
(6) Preparing an annual report to the Board of Directors that
summarizes the procedures concerning personal investing and any
changes made to those procedures, identifies any violations
requiring remedial action, and identifies any recommended changes
due to industry practices or developments in applicable laws or
regulations made during the year; and
(7) Maintaining records in conformance to the requirements set forth
in Rule 17j-1 under the Act, including a list of Access Persons
such as Appendix A.
Adopted by the Board of Directors of FIRST OMAHA FUNDS, INC., on August 1,
2000.
Comparable Codes of Ethics have been adopted by the Management Companies
as follows:
(1) By the Adviser on _______________________.
(2) By the Distributor on _____________________________.
FIRST OMAHA FUNDS, INC.
PROCEDURES FOR
CODE OF ETHICS
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1. DISCLOSURE OF PERSONAL HOLDINGS
All Advisory Persons shall disclose to the Code Officer all personal
security holdings upon commencement of employment.
2. PRECLEARANCE
All Advisory Persons are required to preclear all personal securities
investments with the Code Officer. To obtain preclearance, the following
information shall be provided:
A. The type of transaction (i.e. purchase, sale or acquisition).
B. The proposed date of the transaction.
C. The description of the security and amount of the transaction.
D. The name of the broker/dealer or bank with which the transaction
is proposed.
3. RECORDS OF SECURITY TRANSACTIONS
A. All Advisory Persons are required to direct their brokers to
supply the Code Officer duplicate copies of confirmations of all
personal security transactions.
B. All Advisory Persons and certain other Access Persons, as
required by the Code of Ethics, must furnish to the Code Officer
initial, quarterly and annual statements, for all securities
accounts, within the time limits specified in the Code of
Ethics, detailing the following:
1. The type of transaction (i.e. purchase, sale or acquisition).
2. The date of the transaction.
3. The description and the number of shares or units.
4. The price and principal amount.
5. The name of the broker/dealer or bank with whom the
transaction was effected.
6. The date the report is submitted.
4. CERTIFICATION OF COMPLIANCE WITH THE CODE OF ETHICS
Advisory persons and other Access Persons are required to certify
annually the following:
A. That they have disclosed all personal security holdings
(Advisory Persons and interested directors only).
B. That they have read and understand the Code of Ethics and
recognize that they are subject to it.
C. That they have complied with all the requirements of the Code.
D. That they have disclosed or reported all personal securities
transactions required by the Code of Ethics to be disclosed or
reported.
5. POST-TRADE MONITORING
The Code Officer will monitor all personal security transactions in the
following manner:
A. Review for trading before and after the Fund trades the same
securities.
B. Review for short-term trading profits in the same securities as
the Fund within 60 calendar days.
C. Review for all other investment restrictions set forth in the
Code of Ethics.
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6. RECORD MAINTENANCE
The Fund, through the Code Officer, will review quarterly and maintain
or cause the Fund Secretary to maintain, the following records:
A. All personal securities transactions reports for five years.
B. A list of all Access Persons, the Code of Ethics and related
procedures which shall be kept in the Fund's Minute Book.
C. The Code Officer is responsible for updating the Access Persons
list.
7. REVIEW BY THE BOARD OF DIRECTORS
The Board of Directors of Fund is responsible for:
A. Annual review and approval of the Code of Ethics.
B. Annual review and approval of a report by the Code Officer that
summarizes the procedures for maintaining the Code, identifies
any violations and recommends any changes in existing
restrictions or procedures.
C. Annual review of a certification by each investment adviser and
principal underwriter of the Fund of adoption of, and compliance
with, a comparable code of ethics.
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APPENDIX A - ACCESS PERSONS
The names and titles of "Access Persons" subject to this Code of Ethics as of
___________ ______________ were:
