EX-99.P.2 7 l14030aexv99wpw2.txt EX 99.P.2 Ex.P.2. BISYS FUND SERVICES CODE OF ETHICS JANUARY 1, 2005 I. INTRODUCTION This Code of Ethics (the "Code") sets forth the basic policies of ethical conduct for all COVERED Persons, as hereinafter defined. Rule 17j-1(b) under the Investment Company Act of 1940, as amended, (the "1940 Act") makes it unlawful for an affiliated person of any BISYS company that is appointed to serve as principal underwriter of a registered investment company, in connection with the purchase or sale by such person of a security HELD OR TO BE ACQUIRED (AS HEREINAFTER DEFINED) by any such registered investment company, to: (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 that operates or would operate as a fraud or deceit upon the Fund; or (4) engage in any manipulative practice with respect to the Fund. II. DEFINITIONS The following definitions are used for purposes of the Code. "ACCESS PERSON" is defined for purposes of this Code as all COVERED PERSONS identified in EXHIBIT C. This Code covers certain BISYS associates that are not otherwise deemed ACCESS PERSONS by law. "AUTOMATIC INVESTMENT PLAN" means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan. "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. "CODE COMPLIANCE OFFICER" is the person designated to oversee enforcement and ensure compliance with this Code pursuant to procedures established for such purpose. "COVERED PERSONS" are all directors, officers and associates of the BISYS entities listed on Exhibit B hereto (collectively referred to as "BISYS", excluding NON-BISYS EMPLOYEE REGISTERED REPRESENTATIVES identified in Exhibit H. Individuals registered with an entity identified in Exhibit B but not employed by BISYS and not reporting under an RIA's code of ethics are considered COVERED PERSONS for purposes of this Code. "COVERED SECURITIES" include all securities, subject to transaction reporting under this Code. Covered Securities 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 OTHER THAN SHARES OF REPORTABLE FUNDS; (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. 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. "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. "NON-BISYS EMPLOYEE REGISTERED REPRESENTATIVE" is defined as any Registered Representative licensed with an entity identified in EXHIBIT B; but employed by an RIA and reporting under the RIA's code of ethics. 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. 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. 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. For example, Transfer Agent employees may not process transactions for their own account or influence others to effect improper transactions on their account or for the accounts of any direct family member. Additionally, 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). Ex.P.2. "REPORTABLE FUNDS" are non-money market portfolios of investment companies (identified in Exhibit A), for which BISYS serves as principle underwriter or as a service or sub-service agent (e.g. Transfer Agent, Fund Administrator, etc...). BISYS reserves the right to monitor accounts, including retirement plan accounts, of COVERED PERSONS and their direct family members for compliance with these requirements where BISYS is the recordkeeper of the account. "RIA CODE COMPLIANCE OFFICER" is defined as the person designated by a registered investment adviser ("RIA") to oversee enforcement and ensure compliance with the RIA's code of ethics by all persons subject thereto, including, in particular, NON-BISYS EMPLOYEE REGISTERED REPRESENTATIVES. III. RISKS OF NON-COMPLIANCE This Code extends the provisions of Rule 17j-1(b) to all COVERED PERSONS. 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. Failure to comply with the RIA code of ethics by a NON-BISYS EMPLOYEE REGISTERED REPRESENTATIVE may represent grounds for immediate deregistration. 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 or NON-BISYS EMPLOYEE REGISTERED REPRESENTATIVE to fines, imprisonment and/or monetary damages. IV. 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 REPORTABLE FUNDS. 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 REPORTABLE FUND shareholders first; (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 (c) The duty to ensure that COVERED PERSONS do not take inappropriate advantage of their position with BISYS. V. 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 deemed to be ACCESS PERSONS. A. RESTRICTIONS AND PROCEDURES FOR ALL COVERED PERSONS: 1. Prohibition Against Use of MATERIAL INSIDE INFORMATION COVERED PERSONS may have access to information including, but not limited to, MATERIAL INSIDE INFORMATION about REPORTABLE 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, investment company portfolios, information concerning certain underwritings of broker/dealers affiliated with an investment company that may be deemed to be MATERIAL INSIDE INFORMATION, and information which involves a merger, liquidation or acquisition that has not been disclosed to the public. 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. Prohibition Against Abusive Trading Practices in Shares of REPORTABLE FUNDS Engaging in short-term trading practices or other potentially abusive trading in shares of REPORTABLE FUNDS may constitute violations of Rule 17j-1(b) and/or the stated policies of REPORTABLE FUNDS. Accordingly, unless sanctioned by a particular REPORTABLE FUND, COVERED PERSONS are prohibited from engaging or attempting to engage in excessive trading and exchange activity or other potentially abusive trading in contravention of any stated policy of a REPORTABLE FUND. 3. 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 within forty-five (45) days following the end of each 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 D 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 distribute to all COVERED PERSONS the Annual Certification and Holdings Report for completion following the end of each calendar year. Ex.P.2. B. PROCEDURES FOR ALL NON-BISYS EMPLOYEE REGISTERED REPRESENTATIVES: 1. Initial and Annual Certifications Within ten (10) days following the commencement of their registration with a broker/dealer identified in Exhibit B, and 45 days following the end of each calendar year, all NON-BISYS EMPLOYEE REGISTERED REPRESENTATIVES shall be required to sign and submit to the Code Compliance Officer a written certification, in the form of Exhibit I hereto, affirming that he/she is subject to an RIA code of ethics. 2. Quarterly RIA Code Compliance Officer Certification Within thirty (30) days after each calendar quarter-end, the Code Compliance Officer will require the RIA Code Compliance Officer to provide a written certification, in the form of Exhibit J hereto, with regard to adherence by each NON-BISYS EMPLOYEE REGISTERED REPRESENTATIVE subject to the RIA code of ethics. The Code Compliance Officer requires immediate notification from the RIA Code Compliance Officer of any material violation by a NON-BISYS EMPLOYEE REGISTERED REPRESENTATIVE of the RIA code of ethics. C. 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 REPORTABLE FUND has a pending buy or sell order in the same COVERED SECURITY. 1. Duplicate Brokerage confirmations and statements All ACCESS PERSONS are required to instruct their broker/dealer to file duplicate trade confirmation and account statements with the Code Compliance Officer at BISYS. Statements must be filed for all accounts containing COVERED SECURITIES (including accounts of other persons holding COVERED SECURITIES in which the ACCESS PERSON has a BENEFICIAL OWNERSHIP interest), OTHER THAN SHARES OF REPORTABLE FUNDS IDENTIFIED IN EXHIBIT A. Failure of a broker/dealer to send duplicate trade confirmations or account statements will not excuse a violation of this Section by an ACCESS PERSON. A sample letter instructing a broker/dealer firm to send duplicate trade confirmations and account statements to BISYS is attached as EXHIBIT K of this Code. A copy of the letter instructing the broker/dealer to provide duplicate trade confirmations and account statements to BISYS must be sent to the CODE COMPLIANCE OFFICER at the time of mailing. If a broker/dealer is unable or refuses to provide duplicate statements, the ACCESS PERSON should contact the BISYS CODE COMPLIANCE OFFICER for further assistance. Ex.P.2. If the broker/dealer requires a letter authorizing a BISYS associate to open an account, a sample permission letter is attached as EXHIBIT L. Please complete the necessary brokerage information and forward a signature ready copy to the BISYS CODE COMPLIANCE OFFICER for signature and submission to the requesting broker/dealer 2 Initial and Annual Holdings Reports All ACCESS PERSONS must file a completed Initial and Annual Holdings Report, in the form of EXHIBIT E 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 within forty-five (45) days after the end of each calendar year in accordance with Procedures established by the CODE COMPLIANCE OFFICER. Such report must be current as of a date not more than 45 days before the reports is submitted. This requirement includes any retirement plan accounts that contain REPORTABLE FUNDS. 3 Transaction/New Account Reports All ACCESS PERSONS must file a completed Transaction/New Account Report, in the form of EXHIBIT F hereto, with the CODE COMPLIANCE OFFICER within thirty (30) days after (i) opening an account with a broker, dealer, bank or transfer agent in which COVERED SECURITIES are recorded; or (ii) entering into any PERSONAL SECURITIES TRANSACTION. This requirement includes any retirement plan accounts that contain REPORTABLE FUNDS. A transaction report need not be submitted for transactions effected pursuant to an AUTOMATIC INVESTMENT PLAN or where such information would duplicate information contained in broker trade confirmations or account statements received by BISYS with respect to the Access Person within 30 days of the transaction if all of the information required by rule 17j-1(d)(1)(ii) is contained in the confirmation or account statement. D. 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 has occurred of the reporting requirement set forth in Section C 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 of the REPORTABLE FUNDS 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. VI. 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 a REPORTABLE FUND prior to BISYS commencing operations as principal underwriter, for review and approval. All material changes to this Code shall be submitted to the Board of each REPORTABLE FUND for which BISYS serves as principal underwriter 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 REPORTABLE FUND for which BISYS serves as principal underwriter 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 2. A Certification in the form of EXHIBIT G hereto, that BISYS has adopted Procedures designed to be reasonably necessary to prevent ACCESS PERSONS from violating this Code. Ex.P.2. BISYS FUND SERVICES CODE OF ETHICS EXHIBIT A The following investment companies are REPORTABLE FUNDS(1): Activa Actinver Funds Agilex American Family Funds American Independence/ Nestegg American Performance Amex Financial Services AmSouth Funds BB&T Funds BNY Hamilton Funds Boyar Capstone Funds CIBC - Trust CIBC - Munder Citizens Funds Comerica Commonwealth of Virginia Coventry Group (consisting of the First Source Monogram, UST Boston, Shelby and Signal) Empire Builder Exeter Funds Federated International Funds PLC First Focus Funds Firth Third Funds Gartmore Funds GMO Hansberger Institutional Series Hartford Heartland Hirtle Callaghan Trust HSBC Canada HSBC Investor/ VIF /Insight/Star Huntington Fund IBT Merrimac INVESCO Funds JPMorgan Funds Laudus Funds/AXA Rosenberg LP LEADER Funds Legacy Funds Levco Securities Mercantile Funds A-1 MMA Praxis Monogram Common Trust Funds MONY Separate Accounts Morgan Stanley SICAV Morgan Stanley Cayman Funds Morgan Stanley Global Franchise Fund LP Morgan Stanley Investment Management Munder Funds New Covenant Funds Old Westbury One Group Pacific Capital (including CATS and Hawaiian Trust) Paypal (x.com) Performance Funds Permal Asset Management ProFunds Retirement Services Sand Hill Investors Fund II Schroder Funds Scudder Funds Shay Funds (IICAF, AMF) Shelby Funds Signal Funds Skyline Funds STI Classic Funds Tamarack Funds TD Waterhouse Funds Texstar UBOC Common Trust Funds UBOC Copper Mountain UBS UBS Global Asset Management Trust Co. UBS Relationship Funds UBS Supplementary Trust Universal Institutional Funds, Inc. USAllianz US Allianz VIP Funds Variable Insurance Funds Victory, Gradison, Lewco Vintage/Stable Assets Washington Mutual AS OF JANUARY 1, 2005 (1) The companies listed on this Exhibit A may be amended from time to time, as necessary. Ex.P.2. BISYS FUND SERVICES CODE OF ETHICS EXHIBIT B The following Broker/Dealers are subject to the BISYS Fund Services Code of Ethics(2): BISYS FUND SERVICES, LIMITED PARTNERSHIP BNY HAMILTON DISTRIBUTOR, INC. CENTURA FUNDS DISTRIBUTOR, INC. EVERGREEN DISTRIBUTOR, INC. FIFTH THIRD FUNDS DISTRIBUTOR, INC. FUNDS DISTRIBUTORS, INC. HEARTLAND INVESTOR SERVICES, LLC J.P. MORGAN FUND DISTRIBUTORS, INC. LAUDUS DISTRIBUTOR, INC. MERCANTILE INVESTMENT SERVICES, INC. NEW COVENANT FUNDS DISTRIBUTOR, INC. PERFORMANCE FUNDS DISTRIBUTOR, INC. PROFUNDS DISTRIBUTORS, INC. VICTORY CAPITAL ADVISERS, INC. The following affiliated service entities are subject to the BISYS Fund Services Code of Ethics(2): BISYS FUND SERVICES OHIO, INC. BISYS FUND SERVICES, INC. (2) The companies listed on this Exhibit B may be amended from time to time, as required. B-1 Ex.P.2. BISYS FUND SERVICES CODE OF ETHICS EXHIBIT C The following COVERED PERSONS are considered ACCESS PERSONS under the BISYS Fund Services Code of Ethics(3): The following employees of BISYS: BISYS Compliance - all associates Business Systems - Fund Accounting associates CCO Services - all associates Client Services - all associates Distribution Solutions - all associates, including individuals registered with an entity identified in Exhibit B but not employed by BISYS Directors/Officers of each BISYS entity listed on EXHIBIT A that meet the statutory definition of ACCESS PERSON under Rule17j-1 Financial Services - Fund Accounting, Tax, Financial Administration, Fund Compliance and Quality Assurance associates Information Systems - all associates Legal Services - all associates ------------------------- AS OF JANUARY 1, 2005 C-1 Ex.P.2. BISYS FUND SERVICES CODE OF ETHICS EXHIBIT D (2005) 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 (the "Code"). 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/OR ANNUAL HOLDINGS REPORT. I further certify that I have disclosed all accounts held by me and will direct or have directed each broker, dealer, bank or transfer agent with whom I have an account or accounts to send to the BISYS CODE COMPLIANCE OFFICER duplicate copies of all confirmations and/or account statements relating to my account(s). I further certify that the CODE COMPLIANCE OFFICER has been supplied with copies of all such letters of instruction. _________________________________ Print or Type Name _________________________________ Signature _________________________________ Date D-1 BISYS FUND SERVICES CODE OF ETHICS EXHIBIT E (2005) INITIAL AND ANNUAL HOLDINGS REPORT
NAME AND ADDRESS OF DISCRETIONARY BROKER, DEALER, BANK, ACCOUNT(5) IF NEW ACCOUNT, OR ADVISER(S) (YES OR NO) ACCOUNT NUMBER(S) DATE ESTABLISHED --------------------- -------------- ----------------- ---------------- --------------------- [ ] Yes [ ] No ----------------- ---------------- --------------------- ----------------- ---------------- --------------------- [ ] Yes [ ] No ----------------- ---------------- --------------------- ----------------- ----------------
[ ] ATTACHED ARE THE COVERED SECURITIES BENEFICIALLY OWNED BY ME AS OF THE DATE OF THIS INITIAL AND ANNUAL HOLDINGS REPORT. [ ] I DO NOT HAVE ANY COVERED SECURITIES BENEFICIALLY OWNED BY ME AS OF THE DATE OF THIS INITIAL AND ANNUAL HOLDINGS REPORT. FOR PURPOSES OF THIS REPRESENTATION, TRANSACTIONS IN WHICH I HAD NO DIRECT OR INDIRECT INFLUENCE OR CONTROL OR TRANSACTIONS THAT WERE NOT INITIATED, OR DIRECTED, BY ME DO NOT RESULT IN REPORTABLE TRANSACTIONS OR HOLDINGS IN COVERED SECURITIES. [ ] I CERTIFY THAT I HAVE DIRECTED EACH BROKER, DEALER, BANK OR TRANSFER AGENT WITH WHOM I HAVE AN ACCOUNT OR ACCOUNTS TO SEND TO BISYS DUPLICATE COPIES OF ALL CONFIRMATIONS AND/OR STATEMENTS RELATING TO MY ACCOUNT(s) AND HAVE PROVIDED COPIES OF SUCH LETTERS OF INSTRUCTIONS TO THE BISYS CODE COMPLIANCE OFFICER. I FURTHER CERTIFY THAT THE INFORMATION ON THE STATEMENTS ATTACHED HERETO (IF APPLICABLE) ARE ACCURATE AND COMPLETE FOR PURPOSES OF THIS INITIAL AND ANNUAL HOLDINGS REPORT. _________________________________ Print or Type Name _________________________________ Signature _________________________________ Date (5) Discretionary Account is an account empowering a broker, dealer, bank or adviser to buy and sell securities without the client's prior knowledge or consent. Ex.P.2.
NUMBER OF SECURITY COVERED DESCRIPTION SECURITIES/MUTUAL PRINCIPAL AMOUNT (SYMBOL/CUSIP) FUND SHARES HELD (FOR DEBT SECURITIES ONLY) ------------------ ----------------- ---------------- ------------------ ----------------- ---------------- ------------------ ----------------- ---------------- ------------------ ----------------- ---------------- ------------------ ----------------- ---------------- ------------------ ----------------- ---------------- ------------------ ----------------- ---------------- ------------------ ----------------- ---------------- ------------------ ----------------- ---------------- ------------------ ----------------- ---------------- ------------------ ----------------- ---------------- ------------------ ----------------- ---------------- ------------------ ----------------- ---------------- ------------------ ----------------- ---------------- ------------------ ----------------- ----------------
E-2 BISYS FUND SERVICES CODE OF ETHICS -TRANSACTION/NEW ACCOUNT REPORT EXHIBIT F I hereby certify that, (1) the Covered Securities described below were purchased or sold on the date(s) indicated in reliance upon public information; or (2) I have listed below the account number(s) for any new account(s) opened in which Covered Securities are or will be held, and I have attached a copy of my letter of instruction to the institution maintaining such account to provide the Code Compliance Officer with duplicate trade confirmations and account statements. COVERED SECURITIES AND/OR MUTUAL FUND PORTFOLIOS PURCHASED/ACQUIRED OR SOLD/DISPOSED
Name of Broker, Dealer, Security Principal Interest Maturity Transfer Agent or Bank Description Trade Number of Per Share Amount Rate Rate (and Account Number and Bought (B) or (Symbol/CUSIP) Date Shares Price (for debt security) (If Applicable) (If Applicable) Date Established, If New) Sold (S) -------------- ----- --------- --------- ------------------- --------------- --------------- ------------------------- ------------- -------------- ----- --------- --------- ------------------- --------------- --------------- ------------------------- ------------- -------------- ----- --------- --------- ------------------- --------------- --------------- ------------------------- ------------- -------------- ----- --------- --------- ------------------- --------------- --------------- ------------------------- ------------- -------------- ----- --------- --------- ------------------- --------------- --------------- ------------------------- ------------- -------------- ----- --------- --------- ------------------- --------------- --------------- ------------------------- ------------- -------------- ----- --------- --------- ------------------- --------------- --------------- ------------------------- ------------- -------------- ----- --------- --------- ------------------- --------------- --------------- ------------------------- -------------
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 BISYS FUND SERVICES CODE OF ETHICS EXHIBIT G CERTIFICATION TO FUND BOARDS BISYS Fund Services ("BISYS") requires that all directors, officers and associates of BISYS ("COVERED PERSONS") certify, upon becoming subject to the BISYS Code of Ethics (the "Code") and annually thereafter, that they have read and thoroughly understand and agree to abide by the conditions set forth in 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. ACCESS PERSONS must also submit Transaction Reports to the CODE COMPLIANCE OFFICER, reporting all PERSONAL SECURITIES TRANSACTIONs in COVERED SECURITIES for all accounts in which the ACCESS PERSON has any direct or indirect beneficial interest within thirty (30) days of entering into any such transactions. ACCESS PERSONS must disclose all accounts and direct each of their brokers, dealers, banks or transfer agents to send duplicate trade confirmations and statements of all such PERSONAL SECURITIES TRANSACTIONs directly to the CODE COMPLIANCE OFFICER. For Funds where BISYS serves as Distributor and Fund Accountant, the CODE COMPLIANCE OFFICER undertakes a quarterly review of each ACCESS PERSON'S PERSONAL SECURITIES TRANSACTIONs against the investment portfolio of each fund of which they are deemed an ACCESS PERSON. For Funds where BISYS serves as Distributor but not the Fund Accountant, upon request the CODE COMPLIANCE OFFICER will make information available to the Fund's Chief Compliance Officer regarding all PERSONAL SECURITIES TRANSACTIONS of ACCESS PERSONS to the Fund. The undersigned hereby certifies that BISYS has adopted Procedures reasonably designed to prevent ACCESS PERSONS from violating BISYS' Code and the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended. ________________________________ _______________ Wayne Rose Date CODE COMPLIANCE OFFICER BISYS Fund Services BISYS FUND SERVICES CODE OF ETHICS NON-BISYS EMPLOYEE REGISTERED REPRESENTATIVE EXHIBIT H (2005) Adams, John S Adams, Stephanie E Anderson, Erika C Azzara (Pollard), Linda M Bailey, Craig Baluck, Neil J Barlow, Steven Barnes, Shannon M Bashant, Jennifer M Baszler, Theodore D Best, Nicole J Beste, Paul T Blake, Philip M Bockoff, Julie Bolanowski, Casimir F Botti, Keith C Borelli, Thomas J Brennan, Michele Brenner, Brett J Britton, Lon G. Bromwell, Maureen M Brown, Jason I Buoncore, Richard J Burns, Carole Calcagno, Jack J Calderwood, Annette C Caponigro, Jennifer L Capuano, John A Carlisle, David W Carmichael, Donald Carson, Holly A Casey, Dennis Chavis, Eric N Chen, Christopher I Cicon, Christina G Clark, Kevin D Clemons, Anita J Cohen, Steven B Coleman, Scott A Conners, Greg Connors, Matthew F Cooke, Joshua E Cooley, Donald L Cowperthwait, James Crosby, Robert E Cummings, Kelly A Dahl, Jason Grier, Paul H Grifo, Brett J Groves, Elizabeth H Gumma, Sam S Gunn, Talmadge D Gurewitz, Paul D Haber, Karen Haight, David E Hammond, Robert L Harper, Harry G Hathaway, Duc (Rodney) R Hayman (Tapper), Amy Hendry, Ian Herbert, George (Skip) E Hill, Jeffrey J Hilsabeck, Bradley J Holmes, Patricia A Holthaus, Douglas M Hopkins, Pamela S Hutka, Kathleen A Ivancich, Anthony Iwasko, Pamela A Jabbour, Rena A Jaworski, Katherine M Johnson, Gloria A Johnson, Manuel J Johnson, Todd B Jones, George A Jurec, Michael R Kadnar, Matthew Kamyszek, Karen M Karpowicz, Edward J Keizer, Stephen M Kelts, James R Kem, Paula A Kenaston, Pamela Kenly, Franklin C Kennedy, Anne K Kennedy, William Kenny, Thomas P Kern, Jeffrey L King, Cheryl B King, Christine M Klemm, Mark D Klosek, Justin Knapp, Jason Moses, Niesha E Mudie, Thomas Mueth, Thomas Muilenburg, Robert Murphy, Dennis J Murphy, Donna S Murphy, Kate Muszall, Holly Myers, John O Najarian, Hratch Nasgovitz, William Nelson, Brian C Oberholtzer, Carl E O'Connor, Kimberly R Oelbracht, Susan Ohlmann, James (Pat) Ohmacht, Christopher A Olesinski, Kathleen Olson, Hilary Omdahl, Jeffrey M Ottaway, Elizabeth Pandon, Joel A Pasicznyk, Paul G Payne, Robert Pederson, Neil D Perez-Jackson, Amy C Picard, Aaron A Pilutti, John A Piroozmand, Hamoon Pitigoiaron, Cosmin A Pleasant, Lori J Ploshnick, Jeffrey A Porter, Harold Praseutsack, Amphay Precious, William R Pulakhandam, Tanuja Purdy, David E Putallaz, Ann Putman, Jason E Pyne, John Rains, Carolyn Rajagopal, Suresh Redden, Paul T Ricci, David M Richter, Michael Ridley, Frank M Delucia, Anthony G Denison, Hugh F Dickson, Marybeth Dilorenzo, Benedict R DiStefano, Michael H Doischen, Daniel Donald, Jobe A Dong, Tony Y Durand, Michael M Dutton, William M Dy, Dan Dyer, Christopher Earnest, Elizabeth A Egan, Nicola Ersbo, Christopher P Evans, Brad Fabietti, Richard A Farmer, Marilyn Farnsworth, Maryann S Farrell, Thomas J Fayolle, Sharon E Ferguson, Savonne L Fernandez, Ina G Fiore, Kimberly A Fitzgerald, James V Fitzpatrick, Mark D Fluet, Andrew W Fondrie, David C Fong, Edward H Fox, Kenneth Fragomeni, Bernard J Fraser, Bruce P Frye, Victor M Gardner, Richard N Glidden, Douglas A Glowski, Matthew Goehring, Carla Goeller, Andrew C Goldman, Richard A Gordon (Stribbell), Jennifer L Gordon, Gary N Gordon, Laura S Graff, Jeffrey Gresnick, Mark E Toft, Paul Tonti, Katherine Turner, John A Tyne, Michelle S Upward, Benjamin W Van Dreel, Joshua J Von Breitenbach, Charles Vukmirovich, Edward Waddell, Denise R Wagner, David J Knowles, Monica C Kohl, Jeffrey J Koskuba, Michael Kozeliski, Brian E Krase, Scott Kratsas, Victoria Krum, Karen K Krushena, Michael J Kutz, John Lane, Brett A LeCount, Roscoe D Leich, Deborah L Leistra, Andrea E Levy, Kimberlee Liberty, Lory Liu, Jean L Llenado, Maria Gracia T Longo, Lisa T Lucido, Maria Lutz, Geoffrey Malaspina, Wendy W Maple, Rebecca S Marables, Troy D Marotz, Deanna Matuszak, Brian Mayberg, Louis McCauley, John McDonough, Matthew McKeon, Steven M McKindles, Deborah S McKoy, Douglas Mechler, Charles Miller, Brian Miller, Eric J Miller, Gary Miller, Theodore Milloy, Steven J Miner, Matthew J Mocanasu, Claudia M Mohn, Dan C Moody, Thomas Moore, Deneen L Moore, Thomas W Morey, John P Wagner, Robert L Wakeham, Cheryl I Walker, Alvin F Warren, Michael P Weatherhead, Jeffrey G Weinberg, Paul Wesselkamper, Charles Weyers, Richard Whitmore, Gavin Wick, Constance R Rippe, Brenda Roach, Stacy L Robertson, Paul M Robinson, Jennifer L Roche, Sean Root, Peter Rothberg, Barry Rottinger, Jason Rouse, Thomas J Rue, George W Ruiz-Quiros, Elisabel R Rust, Andrew Ryan, Erin Sarafa, Kenneth C Schacht, Jason F Schmeits, Kevin Schosser, Robin Seay, Thomas Seel, Thomas A Selva, Kevin J Shemo, Russell D Shenkenberg, Stephen Shoemaker, Mark D Shpiz, Diane M. Sims, James E Slavin, Benjamin F Smith, Bradford E Smith, Terri B Snow, Christopher Soderstrom, Roger A Sokolow, Mary E Spetrino, William A Stahorsky, Scott Stein, Bonnie B Steinbrech, Vicky R Sterba, Neil Summers, Mark Tamoney, Andrew A Tantsios, Ekaterini Taylor, Terry Thayer, Adam C Thistleton, Michael D Titus, Lisa D Wilcox, Jon G Wiley, Stephen N Wilson, Geoffrey A Wood, Robert P Young, Harry (Mel) M Yousif, Kevin K Zamora, Estrellita (Lili) D Zhan, Huimin (Jenny) Zimmerman, Steven J Zolotareva, Yana Ex.P.2. BISYS FUND SERVICES CODE OF ETHICS NON-BISYS EMPLOYEE REGISTERED REPRESENTATIVE EXHIBIT I (2005) INITIAL AND ANNUAL CERTIFICATIONS I hereby certify that I have read and understand and agree to abide by the conditions set forth in the RIA codes of ethics. I further certify that, during the time of my affiliation with BISYS, I will comply or have complied with the requirements of the RIA code of ethics and will disclose/report or have disclosed/reported all PERSONAL SECURITIES TRANSACTIONS required to be disclosed/reported under the RIA code of ethics. _________________________________ Print or Type Name _________________________________ Signature _________________________________ Date Ex.P.2. BISYS FUND SERVICES CODE OF ETHICS NON-BISYS EMPLOYEE REGISTERED REPRESENTATIVE INVESTMENT ADVISER CODE COMPLIANCE OFFICER EXHIBIT J QUARTERLY CODE OF ETHICS CERTIFICATION (XX/XX/XXXX) Pursuant to the BISYS Fund Services Code of Ethics covering each of the [ INSERT BROKER DEALER] affiliated Registered Representatives employed by [INSERT INVESTMENT ADVISOR], "Non-BISYS Employee Registered Representatives", please certify the following for the quarter ended [Insert Date] (the "Period"): 1. Each of the NON-BISYS EMPLOYEE REGISTERED REPRESENTATIVES identified in the attached report have received and are subject to the [INSERT INVESTMENT ADVISER] Code of Ethics. ("Code"). 2. All required documentation and holdings reports (if necessary) have been filed with the undersigned by each NON-BISYS EMPLOYEE REGISTERED REPRESENTATIVE during the Period 3. ________ (check if applicable) There have not been any material violations of the Code by any NON-BISYS EMPLOYEE REGISTERED REPRESENTATIVES identified in the attach report for the Period. 4. ________ (check if applicable and attach documentation) Violation(s) of the Code by one or more NON-BISYS EMPLOYEE REGISTERED REPRESENTATIVE(s) during the Period were detected or reported. A report detailing each violation and the resolution/remedial action taken is attached. (Please attach details and resolution for each item). [INSERT INVESTMENT ADVISER] CODE COMPLIANCE OFFICER Name: ________________________ Title: _______________________ Date: ________________________ BISYS FUND SERVICES CODE OF ETHICS DUPLICATE CONFIRMATION STATEMENT REQUEST FORM EXHIBIT K Date: Your Broker street address city, state zip code Re: Your Name your S.S. number or account number Dear Sir or Madam: Please be advised that I am an associated person of BISYS Fund Services, LP, or one of its affiliated broker-dealers ("BISYS"), each an NASD Member Firm. Please send DUPLICATE STATEMENTS AND TRADE CONFIRMATIONS of this brokerage account to the attention of: BISYS Fund Services Attn: Code Compliance Officer 100 Summer Street, Suite 1500 Boston, MA 02110 This request is made pursuant to the BISYS Code of Ethics and compliance therewith by the associated person is subject to receipt of such trade confirmations and account statements by BISYS. Thank you for your cooperation. Sincerely, Your name Ex.P.2. BISYS FUND SERVICES CODE OF ETHICS DUPLICATE CONFIRMATION STATEMENT REQUEST FORM EXHIBIT L Date: [Address] Re: Employee Name Account # SS# Dear Sir or Madam: Please be advised that the above referenced person is an associated person of BISYS Fund Services, LP or one of its affiliated broker-dealers ("BISYS"), each an NASD member firm. We grant permission for him/her to open a brokerage account with your firm, provided that you agree to send DUPLICATE STATEMENTS AND TRADE CONFIRMATIONS of this employee's brokerage account to: BISYS Fund Services Attn: Code Compliance Officer 100 Summer Street, Suite 1500 Boston, MA 02110 This request is made pursuant to the BISYS Code of Ethics and compliance therewith by the associated person is subject to receipt of such trade confirmations and account statements by BISYS. Thank you for your cooperation. Sincerely, BISYS Fund Services Code Compliance Officer