EX-99.CODE ETH
EUREKA FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
PRINCIPAL FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This code of ethics (this "Code") of Eureka Funds (the "Trust") applies
to the Trust's Principal Executive Officer ("President") and Principal Financial
Officer ("Treasurer") (the "Covered Officers" each of whom are set forth in
Exhibit A) for the purpose of promoting:
- honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
- full, fair, accurate, timely and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by the Trust;
- compliance with applicable laws and governmental rules and regulations;
- the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
- accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
OF INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his service to, the Trust.
For example, a conflict of interest would arise if a Covered Officer, or a
member of his family, receives improper personal benefits as a result of his
position in the Trust.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Trust and already are subject to conflict of interest
provisions in the Investment Company Act and, in the case of a Covered Officer
employed by the Trust's investment adviser, the Investment Advisers Act. For
example, Covered Officers may not individually engage in certain transactions
(such as the purchase or sale of securities or other property) with the Trust
because of their status as "affiliated persons" of the
Trust. Each Covered Officer is an employee of the investment adviser or a
service provider ("Service Provider") to the Trust. The Trust's, the investment
adviser's and the Service Provider's compliance programs and procedures are
designed to prevent, or identify and correct, violations of these provisions.
This Code does not, and is not intended to, repeat or replace these programs and
procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Trust and the investment adviser and the Service Provider of which
the Covered Officers are also officers or employees. As a result, this Code
recognizes that the Covered Officers will, in the normal course of their duties
(whether formally for the Trust, for the investment adviser or for the Service
Provider), be involved in establishing policies and implementing decisions which
will have different effects on the investment adviser, the Service Provider and
the Trust. The participation of the Covered Officers in such activities is
inherent in the contractual relationship between the Trust and the investment
adviser and the Service Provider and is consistent with the performance by the
Covered Officers of their duties as officers of the Trust. Thus, if such
participation is performed in conformity with the provisions of the Investment
Company Act and/or the Investment Advisers Act, as applicable to the Covered
Officer, such activity it will be deemed to have been handled ethically. In
addition, it is recognized by the Board of Trustees (the "Board") that the
Covered Officers may also be officers or employees of one or more other
investment companies covered by this or other Codes.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act. The following list provides examples of
conflicts of interest under the Code, but Covered Officers should keep in mind
that these examples are not exhaustive. The overarching principle is that the
personal interest of a Covered Officer should not be placed improperly before
the interest of the Trust.
* * * *
Each Covered Officer must:
- not use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Trust
whereby the Covered Officer would benefit personally to the detriment
of the Trust;
- not cause the Trust to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than for the
benefit of the Trust; and
- not use material non-public knowledge of portfolio transactions made or
contemplated for the Trust to trade personally or cause others to trade
personally in contemplation of the market effect of such transactions.
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There are some conflict of interest situations that may warrant
discussion with the Board's Audit Committee if material in order to ensure
adherence to the Code. Examples of these include:(1)
- service as a director on the board of any public or private company;
- the receipt of any non-nominal gifts;
- the receipt of any entertainment from any company with which the Trust
has current or prospective business dealings unless such entertainment
is business-related, reasonable in cost, appropriate as to time and
place, and not so frequent as to raise any question of impropriety;
- any ownership interest in, or any consulting or employment relationship
with, any of the Trust's service providers, other than its investment
adviser, principal underwriter, administrator or any affiliated person
thereof;
- a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Trust for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Covered Officer's employment, such as compensation or
equity ownership.
III. DISCLOSURE & COMPLIANCE
- Each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to the Trust;
- each Covered Officer should not knowingly misrepresent, or cause others
to misrepresent, facts about the Trust to others, whether within or
outside the Trust, including to the Trust's directors and auditors, and
to governmental regulators and self-regulatory organizations;
- each Covered Officer should, to the extent appropriate within his area
of responsibility, consult with other officers and employees of the
Trust and the Trust's investment adviser with the goal of promoting
full, fair, accurate, timely and understandable disclosure in the
reports and documents the Trust files with, or submits to, the SEC and
in other public communications made by the Trust; and
- it is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
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(1) Any activity or relationship that would present a conflict for a Covered
Officer would likely also present a conflict for the Covered Officer if a
member of the Covered Officer's family engages in such an activity or has
such a relationship.
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IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
- upon adoption of the Code (or thereafter as applicable, upon becoming a
Covered Officer), affirm in writing to the Board that he has received,
read, and understands the Code;
- annually thereafter affirm to the Board that he has complied with the
requirements of the Code;
- not retaliate against any employee or Covered Officer or their
affiliated persons for reports of potential violations that are made in
good faith;
- notify a member of the Board's Audit Committee promptly if he knows
of any violation of this Code. Failure to do so is itself a violation
of this Code; and
- report at least annually any change in his affiliations from the prior
year.
The Board's Audit Committee is responsible for applying this Code to
specific situations in which questions are presented under it and has the
authority to interpret this Code in any particular situation. However,
waivers(2) sought by the President will be considered by the Board's Audit
Committee.
The Trust will follow these procedures in investigating and enforcing
this Code:
- the Board's Audit Committee will take all appropriate action to
investigate any potential violations reported to him;
- if, after such investigation, the Board's Audit Committee believes that
no violation has occurred, the Board's Audit Committee is not required
to take any further action;
- any matter that the Board's Audit Committee believes is a violation
will be reported to the Board;
- if the Board concurs that a violation has occurred, it will inform and
make a recommendation, which will consider appropriate action, which
may include review of, and appropriate modifications to, applicable
policies and procedures; notification to appropriate personnel of the
Service Provider or the investment adviser or its board; or a
recommendation to dismiss the Covered Officer; and
- any changes to or waivers of this Code will, to the extent required, be
disclosed as provided by SEC rules.
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(2) Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant of
a material departure from a provision of the code of ethics" and "implicit
waiver," which must also be disclosed, as "the registrant's failure to take
action within a reasonable period of time regarding a material departure
from a provision of the code of ethics that has been made known to an
executive officer" of the registrant.
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V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Trust for
purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and
forms applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Trust, the Trust's investment adviser, principal
underwriter, or other service providers govern or purport to govern the behavior
or activities of the Covered Officers who are subject to this Code, they are
superceded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The Trust and its investment adviser's principal
underwriter's and service providers' codes of ethics under Rule 17j-1 under the
Investment Company Act and the investment adviser's more detailed policies and
procedures are separate requirements applying to the Covered Officers and
others, and are not part of this Code.
VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must
be approved or ratified by a majority vote of the Board, including a majority of
the independent trustees.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the appropriate Board and its
counsel, the investment adviser and the respective Service Providers.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Trust and does
not constitute an admission, by or on behalf of the Trust, as to any fact,
circumstance, or legal conclusion.
Date: August 27, 2003
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EXHIBIT A
Persons Covered by this Code of Ethics - As of August 27, 2003
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Principal Executive Officer and President - Irimga McKay
Principal Financial Officer and Treasurer - Troy A. Sheets
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EUREKA FUNDS
CERTIFICATION
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Code Of Ethics For Principal Executive And
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Principal Financial Officers
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I, ___________________, Principal [Executive][Financial] Officer of Eureka
Funds, hereby certify that I have received and read the Code of Ethics for
Principal Executive and Principal Financial Officers ("Code") of Eureka Funds. I
further certify that I understand and will comply with the requirements of the
Code.
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NAME:
DATE: