WS5909
CODE OF ETHICS FOR
THE 59 WALL STREET TRUST
THE 59 WALL STREET FUND, INC.
U.S. MONEY MARKET PORTFOLIO
U.S. EQUITY PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
EUROPEAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
INFLATION-INDEXED SECURITIES PORTFOLIO
HIGH YIELD FIXED INCOME PORTFOLIO
BROAD MARKET FIXED INCOME PORTFOLIO
GLOBAL EQUITY PORTFOLIO
(each an "Investment Company" and collectively, the "Investment Companies")
Amended and Restated as of May 9, 2000
Each Investment Company has determined to adopt this Code of Ethics
(the "Code") as of May 9, 2000, to specify and prohibit certain types of
personal securities transactions deemed to create a conflict of interest and to
establish reporting requirements and preventive procedures pursuant to the
provisions of Rule 17j-1(c)(1) under the Investment Company Act of 1940 (the
"1940 Act").
The investment adviser to each Investment Company is Brown Brothers
Harriman & Co., which is primarily engaged in a business or businesses other
than advising registered investment companies and other advisory clients. Brown
Brothers Harriman & Co. has adopted a code of ethics which is substantially in
conformity with Rule 17j-l under the 1940 Act and which has been approved by the
Board of Directors/Trustees of each Investment Company. Pursuant to that code of
ethics, each Partner and employee of Brown Brothers Harriman & Co. must obtain
preclearance for each personal purchase or sale of a Covered Security (as
defined below) and is prohibited from purchasing a security in an Initial Public
Offering or a Limited Offering (as defined below).
The underwriter of each Investment Company is 59 Wall Street
Distributors, Inc. ("59 Wall Street Distributors"). 59 Wall Street Distributors
has adopted a code of ethics which is substantially in conformity with Rule
17j-l under the 1940 Act and which has been approved by the Board of
Directors/Trustees of each Investment Company. Pursuant to its code of ethics,
each officer and employee of 59 Wall Street Distributors is required to report
each personal purchase or sale of a Covered Security (as defined below) no less
frequently than quarterly. No officer or employee of 59 Wall Street Distributors
has functions or duties in the ordinary course of his or her business which
relate to the making of any recommendation to an Investment Company regarding
the purchase or sale of Covered Securities (as defined below).
I. DEFINITIONS
A. An "Access Person" means with respect to each Investment Company:
(i) Any Director/Trustee, officer or Advisory Person (as
defined below) of the Investment Company, or
(ii) Any director or officer of 59 Wall Street Distributors
who, in the ordinary course of his or her business,
makes, participates in or obtains information regarding
the purchase or sale of Covered Securities by the
Investment Company, or
(iii) Any Partner, officer or Advisory Person of Brown
Brothers Harriman & Co., who, with respect to the
Investment Company, makes any recommendation,
participates in the determination of which
recommendation will be made, or whose principal function
or duties relate to the determination of which
recommendation will be made to the Investment Company or
who, in connection with his or her duties, obtains any
information concerning recommendations on Covered
Securities being made by Brown Brothers Harriman & Co.
to the Investment Company.
B. An "Advisory Person" of an Investment Company or Brown Brothers
Harriman & Co. means:
(i) Any employee of the Investment Company or Brown Brothers
Harriman & Co. who, in connection with his or her
regular functions or duties, makes, participates in, or
obtains information regarding the purchase or sale of
Covered Securities by the Investment Company, or whose
functions relate to the making of any recommendations
with respect to the purchases or sales; or
(ii) Any natural person in a control relationship to the
Investment Company or Brown Brothers Harriman & Co. who
obtains information concerning recommendations made to
the Investment Company with regard to the purchase or
sale of Covered Securities by the Investment Company.
C. "Investment Personnel" of an Investment Company or of Brown Brothers
Harriman & Co. means:
(i) Any employee of the Investment Company or Brown Brothers
Harriman & Co. who, in connection with his of her regular
functions of duties, makes or participates in making
recommendations regarding the purchase or sale of securities
by the Investment Company, or
(ii) Any natural person who controls the Investment Company or
Brown Brothers Harriman & Co. and who obtains information
concerning recommendations made to the Investment Company
regarding the purchase or sale of securities by the
Investment Company.
D. "Access Persons", "Advisory Persons" and "Investment Personnel"
shall not, unless otherwise provided, include any individual who
is subject either to the code of ethics of Brown Brothers
Harriman & Co. or to the code of ethics of 59 Wall Street
Distributors.
E. "Beneficial Ownership" shall be interpreted in the same manner as
it would be under Rule 16a-1(a) (exclusive of Section (a)(1) of
such Rule) of the Securities Exchange Act of 1934 in determining
whether a person is the beneficial owner of a security for
purposes of Section 16 of the Securities Exchange Act of 1934
(the "1934 Act").
F. "Control" shall have the same meaning as set forth in Section
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2(a)(9) of the 1940 Act.
G. "Covered Security" means a security as defined in Section 2(a)(36)
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of the 1940 Act, except that it does not include:
(i) Direct obligations of the Government of the United
States;
(ii) Bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt
instruments, including repurchase agreements; and
(iii) Shares issued by open-end investment companies.
H. A "Covered Security Held or to be Acquired by an Investment Company"
means:
(i) Any Covered Security which, within the most recent 15 days:
(A) Is or has been held by the Investment Company; or
(B) Is being or has been considered by the
Investment Company or Brown Brothers
Harriman & Co. for purchase by the
Investment Company; and
(ii) Any option to purchase or sell, and any security
convertible into or exchangeable for, a Covered
Security described in (i) of this section.
I. "Disinterested Directors/Trustee" means a Director/Trustee who is
not an "interested person" within the meaning of Section 2(a)(19)
of the 1940 Act. Affiliates of brokers or dealers are "interested
persons", except as provided in Rule 2(a)(19)(1) under the 1940
Act.
J. "Holdings Reports" are reports filed by Access Persons and contain the
following information:
(i) The title, number of shares and principal amount of each
Covered Security in which the Access Person has any
direct or indirect beneficial ownership; and
(ii) The name of any broker, dealer or bank with whom the
Access Person maintained an account in which any
securities were held for the direct or indirect benefit
of the Access Person; and
(iii) The date the report is submitted by the Access Person.
K. An "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933 (the "1933 Act"), the
issuer of which, immediately before the registration, was not
subject to the reporting requirements of Sections 13 or 15(d) of
the 1934 Act.
L. A "Limited Offering" means an offering that is exempt from
registration pursuant to Section 4(2) or Section 4(6) or pursuant
to Rule 504, Rule 505, or Rule 506 under the 1933 Act.
M. The "Preclearance Officer" is the person designated by each
Investment Company's Board of Directors/Trustees to provide
preclearance of any investment in Initial Public Offerings or
Limited Offerings by Investment Personnel as required by this
Code. In the absence of any such designation, the Preclearance
Officer shall be Richard J. Stork.
N. "Purchase or sale of a Covered Security" includes, among other
things, the writing of an option to purchase or sell a Covered
Security.
O. The "Review Officer" is the person designated by the Board of
Directors/Trustees of each Investment Company to monitor the
overall compliance with this Code. Included in the duties of the
Review Officer are the review of all initial and annual Holdings
Reports and quarterly transaction reports and/or duplicate
confirmations and statements and the maintenance of the list of
Access Persons. In the absence of any such designation the Review
Officer of each Investment Company shall be the Treasurer or any
Assistant Treasurer or Molly S. Mugler.
II. STATEMENT OF GENERAL PRINCIPLES
The following general fiduciary principles shall govern the
personal investment activities of all Access Persons, including those
individuals who would be "Access Persons" but for the provisions of Section
I, paragraph D above.
Each Access Person shall:
A. At all times place the interests of each Investment Company
before his or her personal interests;
B. Conduct all personal securities transactions in a manner
consistent with this Code, so as to avoid any actual or potential
conflicts of interest, or an abuse of position of trust and
responsibility; and
C. Not take any inappropriate advantage of his or her position with
or on behalf of an Investment Company.
It is unlawful for any affiliated person of an Investment Company, or any
affiliated person of Brown Brothers Harriman & Co. or 59 Wall Street
Distributors, in connection with the purchase or sale, directly or
indirectly, by the person of a Covered Security Held or to be Acquired by
the Investment Company: (1) To employ any device, scheme or artifice to
defraud the Investment Company; (2) To make any untrue statement of a
material fact to the Investment Company or omit to state a material fact
necessary in order to make the statements made to the Investment Company, in
light of the circumstances under which they are made, not misleading; (3) To
engage in any act, practice or course of business that operates or would
operate as a fraud or deceit on the Investment Company; or (4) To engage in
any manipulative practice with respect to the Investment Company.
III. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES - INITIAL PUBLIC
OFFERINGS AND LIMITED OFFERINGS
With regard to Initial Public Offerings and Limited Offerings,
Investment Personnel shall obtain express prior written approval from the
Preclearance Officer for any direct or indirect acquisition of securities
in an Initial Public Offering or a Limited Offering.
IV. COMPLIANCE PROCEDURES
A. Reporting
(i) Quarterly Transaction Reports
(A) Coverage of Quarterly Transaction Reports: Each Access Person (other
than Disinterested Directors/Trustees) shall file with the Review
Officer confidential quarterly reports containing the information
required in section (B), below, with respect to all --- transactions
during the preceding quarter in any Covered Securities in which such
person has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership. All such Access Persons shall file
reports, even when no transactions have been effected, representing
that no transactions subject to reporting requirements were effected.
(B) Filings of Quarterly Transaction Reports: Every report shall be made no
later than ten days after the end of the calendar quarter in which the
transaction to which the report relates was effected, and shall contain
the following information:
1. The date of the transaction, the title the
interest rate and maturity date (if
applicable), the number of shares and the
principal amount of each Covered Security
involved;
2. The nature of the transaction (i.e.,
purchase, sale or any other type of
acquisition or disposition);
3. The price of the Covered Security at which
the transaction was effected;
4. The name of the broker, dealer or bank with
or through whom the transaction was
effected; and
5. The date that the report is submitted by the
Access Person.
6. 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,
the name of the broker, dealer or bank with
whom the Access Person established the
account, the date the account was
established and the date the report is
submitted by the Access Person.
7. An Access Person need not make a quarterly
transaction report if the report would
duplicate information contained in broker
trade confirmations or account statements
received by the Investment Companies, Brown
Brothers Harriman & Co. or 59 Wall Street
Distributors with respect to the Access
Person in the time period required if all
the information required is contained in the
broker trade confirmations or account
statements or in the records of the
Investment Companies, Brown Brothers
Harriman & Co. or 59 Wall Street
Distributors.
(ii) Initial Holdings Report. Each person who becomes an Access
Person on or after March 1, 2000 (other than Disinterested
Directors/Trustees) shall file an initial Holdings Report
with the Review Officer within 10 days after the person
becomes an Access Person.
(iii) Annual Holdings Reports. Each Access Person (other than
Disinterested Directors/Trustees), unless otherwise
exempted, shall file an annual Holdings Report with the
Review Officer by the later of September 1st of each year
or such earlier date designated by the Review Officer
which contains information that is current as of a date no
more than 30 days before the report is submitted.
(iv) Exceptions from Reporting Requirements. No person shall be
required to report transactions effected for, and Covered
Securities held in, any account over which such person has
no direct or indirect influence or control.
B. Review
The Review Officer shall be responsible for reviewing
transactions. Before making a determination that a violation has
been committed by an Access Person, the Review Officer shall give
such person an opportunity to supply additional information
regarding the transaction in question.
V. REQUIREMENTS FOR DISINTERESTED DIRECTORS/TRUSTEES
A. Every Disinterested Director/Trustee shall file with the Review
Officer a quarterly report indicating that he or she had no
reportable transactions or a report containing the information
required in Section IV., above, with respect to transactions in
any Covered Securities in which such person has, or by reason of
such transactions acquires, any direct or indirect beneficial
ownership, if such Director/Trustee, at the time of that
transaction, knew or should have known, in the ordinary course of
pursuing his or her official duties as Director/Trustee, that
during the fifteen day period immediately preceding or after the
transaction by the Director/Trustee such Covered Security was
held or to be acquired by an Investment Company.
All Disinterested Directors/Trustees shall file reports, even
when no transactions have been effected, representing that no
transactions subject to reporting requirements were effected.
B. Notwithstanding the preceding section, any Disinterested
Director/Trustee may, at his or her option, report the
information described in section IV., above, with respect to any
one or more transactions and may include a statement that the
report shall not be construed as an admission that the person
knew or should have known of portfolio transactions by each
Investment Company in such securities.
VI. REVIEW BY THE BOARD OF DIRECTORS/TRUSTEES
At least annually, each Investment Company, Brown Brothers Harriman &
Co. and 59 Wall Street Distributors shall provide a report in writing
to that Investment Company's Board of Directors/Trustees that:
A. Describes any issues arising under their respective code of
ethics since the last report to the Board of Directors/Trustees,
including, but not limited to, information about material
violations of any such code and sanctions imposed in response to
the material violations; and
B. Certifies that each of the Investment Company, Brown Brothers
Harriman & Co. or 59 Wall Street Distributors, as applicable, has
adopted procedures reasonably necessary to prevent Access Persons
from violating the Code.
VII. SANCTIONS
A. Sanctions for Violations by Access Persons (except
Disinterested Directors/Trustees)
If the Review Officer determines that a violation of this Code
has occurred, he or she shall so advise the Board of
Directors/Trustees and the Board may impose such sanctions as it
deems appropriate, including, inter alia, disgorgement of
profits, censure, suspension or termination of the employment of
the violator. All material violations of the Code and any
sanctions imposed as a result thereto shall be reported
periodically to the Board of Directors/Trustees.
B. Sanctions for Violations by Disinterested Directors/Trustees
If the Review Officer determines that any Disinterested
Director/Trustee has violated this Code, he or she shall so
advise the President of the Investment Companies and also a
committee consisting of the Disinterested Directors/Trustees
(other than the person whose transaction is at issue) and shall
provide the committee with a report, including the record of
pertinent actual or contemplated portfolio transactions of the
appropriate Investment Company and any additional information
supplied by the person whose transaction is at issue. The
committee, at its option, shall either impose such sanctions as
it deems appropriate or refer the matter to the full Board of
Directors/Trustees of the Investment Companies, which shall
impose such sanctions as it deems appropriate.
C. If the review officer designated under the code of ethics of
Brown Brothers Harriman & Co., or the review officer designated
under the code of ethics of 59 Wall Street Distributors,
determines that any individual has violated that code of ethics
in a material way related to Covered Securities held or to be
acquired by an Investment Company, he or she shall so advise the
Board of Directors/Trustees and shall provide a report, including
the sanctions imposed for such violation.
VIII. MISCELLANEOUS
A. Access Persons
The Review Officer of the Investment Companies will identify all
Access Persons who are under a duty to make reports to the
Investment Companies and will inform such persons of such duty.
Any failure by the Review Officer to notify any person of his or
her duties under this Code shall not relieve such person of his
or her obligations hereunder.
B. Records
Brown Brothers Harriman Trust Company and/or Brown Brothers
Harriman & Co. or its delegate shall maintain records in the
manner and to the extent set forth below, which records may be
maintained on microfilm under the conditions described in Rule
31a-2(f) under the 1940 Act, and shall be available for
examination by representatives of the Securities and Exchange
Commission:
(i) A copy of this Code and any other code which is, or at any
time within the past five years has been, in effect shall
be preserved in an easily accessible place;
(ii) A record of any violation of this Code and of any action
taken as a result of such violation shall be preserved in
an easily accessible place for a period of not less than
five years following the end of the fiscal year in which
the violation occurs;
(iii) A copy of each report made pursuant to this Code shall be
preserved for a period of not less than five years from the
end of the fiscal year in which it is made, the first two
years in an easily accessible place;
(iv) A record of all persons who are required, or within the
past five years have been required, to make or review
reports pursuant to this Code shall be maintained in an
easily accessible place; and
(v) The record of any decision, and the reasons supporting the
decision, to approve the acquisition by Investment
Personnel of securities in Initial Public Offerings or
Limited Offerings, shall be maintained for at least five
years.
C. Confidentiality
All reports of transactions in Covered Securities and any other
information filed pursuant to this Code shall be treated as
confidential, except to the extent required by law.
D. Interpretation of Provisions
The Board of Directors/Trustees of each Investment Company may
from time to time adopt such interpretations of this Code as it
deems appropriate.
<PAGE>
THE 59 WALL STREET TRUST
THE 59 WALL STREET FUND, INC.
U.S. MONEY MARKET PORTFOLIO
U.S. EQUITY PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
EUROPEAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
INFLATION-INDEXED SECURITIES PORTFOLIO
HIGH YIELD FIXED INCOME PORTFOLIO
BROAD MARKET FIXED INCOME PORTFOLIO
GLOBAL EQUITY PORTFOLIO
(each an "Investment Company" and collectively, the "Investment Companies")
QUARTERLY TRANSACTION REPORT
To: , Review Officer
From:
(Your Name)
This Transaction Report is submitted pursuant to Section IV. of the
Code of Ethics, of the Investment Companies and supplies information with
respect to transactions in any security in which I may be deemed to have, or by
reason of such transaction acquire, any direct or indirect beneficial ownership
interest (whether or not such security is a security held or to be acquired by
an Investment Company) for the calendar quarter ended
.
Unless the context otherwise requires, all terms used in this Report
shall have the same meaning as set forth in said Code of Ethics. For purposes of
this Report, beneficial ownership shall be interpreted subject to the provisions
of the Code and Rule 16a-1(a) (exclusive of Section (a)(1) of such Rule) of the
Securities Exchange Act of 1934.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Nature of
Transaction
(Whether Name of the
Purchase, Principal Broker, Dealer
Sale, or Amount of Price at Or Bank with
Other Type of Securities Which the Whom the Nature of
Name of Title of Date of Disposition Acquired or Transaction Transaction Ownership
Fund Securities Transaction or Acquisition Disposed of Was Effected Was Effected of Securities*
Name of Covered Securities Account Established in Last Quarter Date Account was Established
I HEREBY CERTIFY THAT I (1) HAVE READ AND UNDERSTAND THE CODE, (2)
RECOGNIZE THAT I AM SUBJECT TO THE CODE, (3) HAVE DISCLOSED ALL SECURITIES
HOLDINGS AS REQUIRED, AND (4) CERTIFY THAT TO THE BEST OF MY KNOWLEDGE THE
INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
</TABLE>
Dated:
Signature
* If appropriate, you may disclaim beneficial ownership of any security listed
in this Report.
<PAGE>
ACCESS PERSONS OF
THE 59 WALL STREET TRUST
THE 59 WALL STREET FUND, INC.
U.S. MONEY MARKET PORTFOLIO
U.S. EQUITY PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
EUROPEAN EQUITY PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
INFLATION-INDEXED SECURITIES PORTFOLIO
HIGH YIELD FIXED INCOME PORTFOLIO
BROAD MARKET FIXED INCOME PORTFOLIO
GLOBAL EQUITY PORTFOLIO
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Eugene P. Beard
Richard Carpenter
Clifford Clark
David P. Feldman
J. Angus Ivory
Alan G. Lowy
Arthur D. Miltenberger
David M. Seitzman
Joseph V. Shields, Jr.
As of March 1, 2000
WS5909.doc
