In my role as a Director or Executive Officer of FundSERV Inc. (the "Corporation"), I certify that I adhere to and advocate the following principles and responsibilities governing my professional ethical conduct:

1. I act with honesty and integrity, avoiding actual and apparent conflicts with the interests of the Corporation. A conflict of interest would occur when an individual's private interest interferes - or even appears to interfere - with the interests of the Corporation as a whole. When any issue arises that may present an actual or apparent conflict, I will disclose that issue in accordance with the Conflict of Interest Guidelines for Directors and Executive Officers as described in Appendix III of the Corporate Governance Manual.
   
   
2. In acting on any business for the Corporation, I comply in all material respects with applicable governmental laws, rules and regulations, and other appropriate private and public regulatory agencies, and will act as appropriate within my position to assure that the Corporation complies with such rules and regulations.
   
   
3. I understand the requirement that the Corporation provide full, fair, accurate, timely and understandable disclosure to its external constituents (shareholders, customers, reporting agencies) and will take that requirement into proper account in carrying out my duties as a Director or Executive Officer of the Corporation.
   
   
4. I respect the confidentiality of Corporation information acquired in the course of my duties as a Director or Executive Officer of the Corporation. Confidential information of the Corporation or its customers may not be used for personal advantage. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Corporation or its customers, if disclosed.
   
   
5. I understand that business opportunities within the scope of the business of the Corporation, as well as reasonable extensions of the scope of that business, represent corporate opportunities of the Corporation and may not be diverted for any separate personal purpose or benefit. I will not take for myself personally any opportunities that are discovered through the use of corporate property, information or position. I will not use corporate property, information or position for personal gain. I will not compete with the Corporation directly or indirectly. I will fulfill my duty to the Corporation to advance its legitimate interests when the opportunity to do so arises.
   
   
6. I understand that the Corporation has a duty to deal fairly with its customers, suppliers, competitors and employees. It is a principle of the Corporation that no employee should take unfair advantage of another through manipulation, concealment, abuse of privilege information, misrepresentation, or any other practice of unfair dealing.
   
   
7. I understand that I have an obligation to protect the Corporation's assets and ensure their efficient use and, within the scope of my responsibilities as a Director and Executive Officer, will ensure that Corporation assets are used for legitimate business purposes.
   
   
8. As a Director or Executive Officer, I recognize that the Corporation should proactively promote ethical behavior. The Corporation encourages its employees to talk to managers or a member of the Management Committee when in doubt about the best course of action in a particular situation. The Corporation also encourages that employees report violations of laws, rules, and regulations to their manager. In addition, the Corporation ensures that its employees know that there will be no retaliation for reports made in good faith. I adhere to and support these principles.
   
   
9. I understand that I will be individually accountable for adherence to the requirements of this Code of Conduct.