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EXHIBIT (p)1.43
BUSINESS ETHICS
FOR
CIGNA RETIREMENT & INVESTMENT SERVICES ASSOCIATES OF:
TIMESSQUARE CAPITAL MANAGEMENT, INC.
("TSCM")
CIGNA INVESTMENTS, INC.
("CII")
GLOBAL PORTFOLIO STRATEGIES, INC.
("GPS")
CIGNA INTERNATIONAL INVESTMENT ADVISORS, LTD.
("CIIAL")
CIGNA INTERNATIONAL INVESTMENT ADVISORS, KK
("CIIAKK")
CIGNA LEVERAGE CAPITAL FUND, INC.
("CLCF")
CIGNA FUNDING LIMITED PARTNERSHIP
("CFLP")
and
CIGNA FUNDS GROUP
CIGNA INSTITUTIONAL FUNDS GROUP
CIGNA VARIABLE PRODUCTS GROUP
CIGNA HIGH INCOME SHARES
CIGNA INVESTMENT SECURITIES, INC.
("the Funds")
JUNE 2000
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BUSINESS ETHICS
INTRODUCTION
1. Statement of General Principles
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The Business Ethics are based on the principle that the employees, officers
and directors of Covered Companies owe a fiduciary duty to all Clients to
conduct their personal securities transactions and other activities in a
manner which does not interfere with investment transactions or otherwise
take unfair advantage of their relationship to Clients. All employees must
adhere to this general principle as well as comply with the specific
provisions set forth herein. It bears emphasis that technical compliance
with these provisions will not automatically insulate from scrutiny
transactions and activities that show a pattern of compromise or abuse of
the individual's fiduciary duties to Clients. Accordingly, all employees,
officers and directors must seek to avoid any actual or potential conflicts
between their personal interests and the interest of our Clients. In sum,
all employees, officers and directors shall place the interests of our
Clients before our personal interests.
The purpose of the Business Ethics is to establish procedures consistent
with the Investment Advisers Act of 1940, Investment Company Act of 1940,
and Securities Exchange Act of 1934. Accordingly, no Access Person or Non-
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Access Person shall --
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1. Employ any device, scheme or artifice to defraud;
2. Make any untrue statement of a material fact or omit to state 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 any person; or
4. Engage in any manipulative practice.
These Business Ethics are designed to supplement the Business Ethics and
Practices adopted by CIGNA Corporation, which apply to all employees of
CIGNA Corporation and its affiliates. CIGNA Retirement & Investment Services
Associates must comply with the Business Ethics and Practices of CIGNA
Corporation as well as the Business Ethics for CIGNA Retirement & Investment
Services Associates. Violations of the Business Ethics and Practices of
CIGNA Corporation must be reported to the CIGNA General Auditor.
Supervisors at every level are responsible for seeing that their employees
understand these Business Ethics. Supervisors should encourage employees to
discuss questions of
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business ethics or practices at any time they arise and to surface potential
questions before any action is taken in order to prevent problems from
developing.
2. General Definitions
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Access Persons: Any director, officer, general partner, or
"Advisory Person" of TSCM, CII, GPS, CIIAL,
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CIIAKK, CLCF, CFLP, and "the Funds."
Advisory Persons: A subset of Access Persons. Any employee of TSCM,
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CII,GPS, CIIAL, CIIAKK, CLCF, CFLP, and "the
Funds," whose functions or duties relate to the
determination of recommendations to purchase,
sell, or hold publicly traded Covered Securities;
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those individuals who in connection with his/her
regular duties, obtains any information concerning
Covered Securities being recommended for purchase
or sale.
Beneficial Ownership: Generally, employees will be deemed to have
ownership of Covered Securities in the accounts of
their spouses, dependent relatives, members of the
same household, trustee and custodial accounts or
any other account in which they have a financial
interest or over which they have investment
discretion. See Exhibit A for expanded discussion.
Chief Compliance Officer: Timothy F. Roberts is the Chief Compliance
Officer for Covered Companies.
CIGNA Securities: Securities issued or sponsored by CIGNA
Corporation or its affiliates.
Client: Any corporate, advisory, investment company or
other account managed by, or as to which
investment advice is given by, a Covered Company.
Covered Companies: TimesSquare Capital Management, Inc. (TSCM)
CIGNA Investments, Inc. (CII)
Global Portfolio Strategies, Inc. (GPS)
CIGNA International Investment Advisors, Ltd.
(CIIAL)
CIGNA International Investment Advisors, KK
(CIIAKK)
CIGNA Leveraged Capital Fund, Inc. (CLCF)
CIGNA Funding Limited Partnership (CFLP)
"The Funds"
Covered Securities: Any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest
or participation in any profit-sharing agreement,
shares of closed-end mutual
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funds, collateral-trust certificate, preorganization
certificate or subscription, transferable share,
investment contract, voting-trust certificate,
certificate of deposit for a security, fractional
undivided interest in oil gas, or other mineral
rights, any put, call, straddle, option, or privilege
on any security, non-bank certificate of deposit, or
any group or index of securities (including any
interest therein or based on the value thereof), or
any put, call, straddle, option, or privilege entered
into a national securities exchange relating to
foreign currency, or, in general, any interest or
instrument commonly known as a "security".
"Covered Securities" do not include - direct
------------------
obligations issued by the Government of the United
States; bankers' acceptances; bank certificates of
deposit; commercial paper and high quality short-term
debt instruments, including repurchase agreements; or
shares of a registered open-end investment company.
Equivalent Covered
Securities: Equivalent Covered Security is one that has
substantial economic relationship to another Covered
Security. This would include, among other things, (1)
a Covered Security that is convertible into another
Covered Security, (2) with respect to an equity
Covered Security, a Covered Security having the same
issuer (including a private issue by the same issuer)
and any derivative, option or warrant relating to
that Covered Security and (3) with respect to a
fixed-income Covered Security, a Covered Security
having the same issuer, maturity, coupon and rating
any derivative, option or warrant relating to that
Covered Security.
Investment Personnel: Portfolio Managers and any other Advisory Persons
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who provide investment information and/or advice to
the Portfolio Managers and/or help execute the
Portfolio Manager's investment decision. Investment
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Personnel include research analysts, traders, and
their assistants.
Material, Non-Public
Information: As a general guideline, information is material if it
might reasonably be expected to affect the market
value of Covered Securities or influence investor
decisions to buy, sell or hold Covered Securities.
Information is nonpublic if it is not generally
available to the investing community.
Non-Access Persons: CIGNA Retirement & Investment Services Associates
who are not designated as Access Persons.
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Personal Covered
Security Transactions: Any personal purchase or sale of a Covered Security
on behalf of an account(s) in which an Access Person
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or Non-Access Person has direct or Beneficial
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Ownership.
Portfolio Managers: Advisory Persons who have the direct responsibility
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and authority to make investment decisions for a
Client.
Purchase or Sale: Any contract or agreement, including the writing of
an option, to purchase or sell a Covered Security.
The Funds CIGNA Funds Group
CIGNA Institutional Funds Group
CIGNA Variable Products Group
CIGNA High Income Shares
CIGNA Investment Securities, Inc.
3. Applicability
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The Business Ethics apply to all CIGNA Retirement & Investment Services
Associates, including part-time employees. Temporary personnel and
consultants are subject to the same provisions of this policy as full-time
employees.
4. Prohibited and Restricted Personal Covered Securities Transactions by
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Advisory Persons, Other Access Persons, and Non-Access Persons
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A. Initial Public Offerings
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No Advisory Person may acquire any Covered Securities (equity or fixed
---------------
income) in an initial public offering. However, there may be
circumstances where investments may be permitted, if they do not
represent conflict of interest, or even the appearance of a conflict
of interest. An example is shares issued by mutual banks and
insurance companies that specifically allocate shares to existing
customers. Consult with the Chief Compliance Officer.
B. Private Placements
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Access Person and Non-Access Persons may not acquire any Covered
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Securities in a private placement without express prior approval.
(i) Such approval will take into account, among other factors,
whether the investment opportunity should be reserved for a
Client and whether the opportunity is being offered to the Access
------
Person or Non-Access Person by virtue of his or her position with
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a Client.
(ii) Access Persons and Non-Access Persons who have been authorized to
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acquire Covered Securities in a private placement must disclose
that
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investment to the Chief Investment Officer (including his or
her designee) and the Compliance Department when the Access
------
Person or Non-Access Person plays a part in any subsequent
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consideration of an investment by a Client in the issuer. In
such circumstances, a decision to purchase Covered Securities of
the issuer for a Client will be subject to an independent review
by appropriate personnel with no personal interest in the issuer.
C. Blackout Periods
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Except as provided in Section F below,
(i) Advisory Persons are prohibited from executing a Covered
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Securities transaction on any day during which any Client has a
pending "buy" or "sell" order in the same or an equivalent
Covered Security and until such time as that order is executed or
withdrawn.
A "pending 'buy' or 'sell' order" exists when a decision to
purchase or sell a Covered Security has been made and
communicated.
(ii) Investment Personnel are prohibited from buying or selling a
--------------------
Covered Security within seven calendar days before or after a
Client which they manage trades in the same or an equivalent
Covered Security.
D. Short-Term Trading Profits
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Except as provided in Section F below, Advisory Persons are prohibited
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from profiting from a purchase and sale, or sale and purchase, of the
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same or an equivalent Covered Security within any 60 calendar day
period. The 60-day period is determined on the last in, first-out
basis. If trades are effected during the proscribed period, any
profits realized on such trades will be immediately required to be
disgorged to a charity. Transactions resulting in breakeven or losses
are not subject to the 60 day prohibition.
E. Preclearance
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Except as provided in Section F below, Advisory Persons must preclear
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all personal Covered Securities transactions with the Compliance
Department. See form in Exhibit B.
All precleared orders must be executed by the end of the calendar day
preclearance is granted. If any order is not timely executed, a
request for preclearance must be resubmitted.
The provisions of this Section prohibit all Advisory Persons from
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entering limit orders in their personal accounts unless their broker-
dealer is further instructed that the order is only good until the end
of that calendar day. The provisions of
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this Section prohibit all Advisory Persons from entering good-till-
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cancel orders in their personal accounts.
Advisory Persons are permitted to execute trades on-line. However,
----------------
trades entered on-line after the close of business will not be
executed until the following business day. Therefore, the employee
must provide backup documentation to the Compliance Department
evidencing the entry date of the transaction (which should coincide
with the date of the pre-clearance form).
F. Exempted Transactions
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1. The following transactions will be exempt from the provisions of
Preclearance, Blackout Periods, and Short-Term Trading Profits
above:
(a) Purchases or sales of Covered Securities effected in any
personal account over which the Advisory Person has no
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direct or indirect influence or control or in any account of
the Advisory Person which is managed on a discretionary
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basis by a person other than such Advisory Person and with
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respect to which such Advisory Person does not in fact
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influence or control such transactions.
(b) Purchases or sales of Covered Securities which are non-
volitional on the part of the Advisory Person.
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(c) Purchases that are made by reinvesting cash dividends
pursuant to an automatic dividend reinvestment program
("DRIP") (this exception does not apply to optional cash
purchases or to the decision to begin or stop participating
in a DRIP);
2. The prohibitions of Section 4(C)(i) (Blackout Periods) - except
for Portfolio Managers with respect to activity in a Client they
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manage - and 4(D) (Short-Term Trading Profits) will not apply to
the following (but preclearances will still be required):
(a) Any equity Covered Securities transaction, or series of
related transactions effected over a 30 calendar day period,
involving 500 shares or less in the aggregate, if (i) the
Advisory Person has no prior knowledge of activity in such
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security by a Client and (ii) the issuer is listed on a
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major securities exchange (including, but not limited to
NYSE, NASDAQ, and AMEX) and has a market capitalization
(outstanding shares multiplied by the current price per
share) greater than $10 billion (or a corresponding market
capitalization in foreign markets).
(b) Any fixed income Covered Securities transaction, or series
of related transactions effected over a 30 calendar day
period, involving 100 units ($100,000 principal amount) or
less in the
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aggregate, if the Advisory Person has no prior knowledge of
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transactions in such securities by a Client.
(c) Any transaction in index securities (e.g. NASDAQ 100 - QQQ),
including options thereon, effected on a broad-based index
if the Advisory Person has no prior knowledge of activity in
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such index by a Client.
(d) Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities,
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to the extent such rights were acquired from such issuer.
(e) Purchases or sales of Covered Securities which receive the
prior approval of the Chief Compliance Officer (such person
having no personal interest in such purchases or sales),
based on a determination that no abuse is involved and that
such purchases and sales are not likely to have any economic
impact on a Client or on its ability to purchase or sell
Covered Securities of the same class or other Covered
Securities of the same issuer.
5. Opening and Maintaining Broker-Dealer Accounts by Access Persons and
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Advisory Persons
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Access Persons must disclose all broker-dealer accounts in which there is
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direct or Beneficial Ownership to the Compliance Department.
Access Persons opening new accounts with broker-dealers must notify the
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Compliance Department prior to effecting any trades in the new account(s).
Advisory Persons must supply the Compliance Department with the account
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number(s) and a written statement to be sent to the broker-dealer(s)
authorizing the broker-dealer to send duplicate copies of transaction
confirmations and periodic statements directly to the Compliance
Department.
Access Persons must notify the Compliance Department when broker-dealer
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account ownership changes occur and when accounts are closed.
6. Reporting of Personal Covered Securities Transactions and Post-Trade Review
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A. Advisory Persons are required to direct their broker-dealers to supply
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to the Compliance Department, on a timely basis, duplicate copies of
confirmations of all Personal Covered Securities Transactions and
copies of periodic statements for all accounts in which the Advisory
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Person has a direct or Beneficial Ownership interest. Compliance with
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this Business Ethics requirement will be deemed to satisfy the
transaction reporting requirements imposed by securities laws. But
any transactions in Covered Securities not executed through a broker-
dealer must be reported quarterly to the Compliance Department within
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10 calendar days of the end of the quarter using the form in Exhibit
C. Compliance will e-mail you the form upon request. You may e-mail
the completed form to Compliance.
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B. Other Access Persons whose broker-dealers do not send duplicate
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confirmations and periodic statements to Compliance and Non-Access
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Persons must report transactions in Covered Securities quarterly
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within 10 calendar days of the end of the quarter using the form in
Exhibit C. Compliance will e-mail you the form at quarter end. You
may e-mail the completed form to Compliance.
Other Access Persons and Non-Access Persons may elect to satisfy the
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transaction reporting requirement by authorizing their broker-dealers
to send duplicate confirmations and periodic statements for all
accounts in which there is direct or Beneficial Ownership directly to
Compliance. Call Compliance for a form letter we ask you to sign. We
will send it to the broker-dealer(s) for you. But note that
transactions not effected through broker-dealers must be reported
separately.
C. The Chief Compliance Officer will periodically review the personal
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investment activity of all Access Persons and Non-Access Persons.
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D. International. The Compliance Officers in Tokyo and London are
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responsible for reviewing the reports of personal securities
transactions submitted by Access Persons. Such review shall relate
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only to Covered Securities traded in those offices. During due
diligence reviews of Tokyo and London, the Chief Compliance Officer
will review personal trading activity.
7. Disclosure of Personal Holdings of Covered Securities Required for Acesss
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Persons
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Within 10 calendar days of employment, and thereafter on an annual basis,
all Access Persons of TSCM must disclose all personal Covered Securities
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holdings in which the Access Person has direct or Beneficial Ownership.
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A. For Advisory Persons, compliance with the annual disclosure
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requirement may be satisfied by periodic broker-dealers' statements
sent directly to the Compliance Department. But note that Covered
Securities not included in broker-dealers' reports must be reported
separately to the Compliance Department. Use the form in Exhibit D.
Compliance will e-mail you the report form upon request.
B. All officers, directors, and other Access Persons of TSCM whose
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broker-dealers do not send duplicate confirms and periodic statements
to Compliance are required to report all personal Covered Securities
holdings using the form in Exhibit D. Compliance will e-mail you the
form. You can e-mail the completed form back to Compliance.
Other "Access Persons" may elect to satisfy this reporting requirement
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by authorizing their broker-dealers to send duplicate confirmations
and periodic statements for all accounts in which there is direct or
Beneficial Ownership directly to Compliance. Call Compliance for a
form letter we ask you to sign. We will send it to the broker-
dealer(s) for you. But note that transactions not effected through
broker-dealers must be reported separately by you.
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8. Prohibitions Against Transactions Based on Material, Nonpublic Information
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No Access Person or Non-Access Person will cause a purchase or sale of a
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Covered Security to be made for a Client or a personal account while in
possession of material, nonpublic information with respect to the issuer of
such Covered Security. You must be careful to avoid any impropriety, or
even the appearance of an impropriety, in all investment transactions.
A. Communications. At all times, Access and Non-Access Persons must be
-------------- ------ ------------------
aware that any information which is considered or suspected to be
material and/or nonpublic should not be disclosed to anyone who does
not have a business need to know such information, and any recipient
of such information must be made aware that the information is
material and nonpublic.
B. Files. Release of any materials which may contain material, nonpublic
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information (or conclusions or opinions based thereon) is only allowed
on a need-to-know basis.
C. Other Disclosures. Access Persons and Non-Access Persons should also
----------------- -------------- ------------------
exercise diligence in other areas where the possibility exists that
material, nonpublic information may be inadvertently disclosed to
anyone who does not have a need to know. For example, documents
should not be left in conference rooms, or on copy or fax machines.
Care should be taken to properly file or discard documents.
D. Restricted List. The Restricted List is maintained by the Compliance
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Department. This list includes issuers as to which material,
nonpublic information has been received by Access Persons and/or Non-
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Access Persons. It also identifies issuers as to which the release of
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such information violates contractual restrictions. In addition, it
includes those issuers, the trading of whose securities is limited by
other policy or legal considerations. The Restricted List is
distributed to all traders, portfolio managers and analysts of public
securities, persons responsible for private secondary market trading,
and others as determined by the Investment Law Department and the
Compliance Department.
If any individual believes that he or she is in possession of
material, nonpublic information with respect to an issuer having
publicly traded securities outstanding, he or she must immediately
advise the Compliance Department of the fact so that the name can be
added to the Restricted List. If the individual is uncertain as to
the materiality of the information, he or she should immediately meet
with the Chief Compliance Officer to review the information and make a
determination if it is appropriate to add the issuer to the Restricted
List. If there is any doubt, the issuer will be placed on the
Restricted List while the issues are reviewed by a higher level of
management. An issuer placed on the Restricted List because of
material, nonpublic information will not be removed from such List
until the information which resulted in the issuer being placed on
such List is no longer material or is now public.
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No transaction will be made in a Covered Security for the account of a
Client, the issuer of which is on the Restricted List, unless such
transaction has been approved by the Compliance Department and the
Investment Law Department.
9. Transactions in Securities Issued or Sponsored by CIGNA Corporation or its
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Affiliates
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Transactions in CIGNA Securities by CIGNA employees, which include all
employees of Covered Companies, through personal broker-dealer accounts in
which they have direct or Beneficial Ownership, through their 401(k) Plans,
through the exercise and/or simultaneous sale of stock options, or as a
result of the sale of restricted stock are governed by the Policy Statement
for Transactions in CIGNA Securities contained in the CIGNA Corporate
Policy and Procedure Manual. (See Appendix I, pages A-8 through A-10 to
these Ethics.)
See Exhibit E for an expanded discussion of procedures, including reporting
requirements, pertaining to CIGNA Securities.
10. Gifts.
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A. Access Persons and Non-Access Persons and household members thereof
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are prohibited from receiving any gift, or any series of gifts within
a calendar year, of more than $100 in value from any person or entity
that does business with a Covered Company or on behalf of a Client.
Occasional business meals or entertainment (theatrical or sporting
events, etc.) are permitted so long as they are not excessive in
number or cost and the host is present at the event.
Gifts include prizes sponsored by or paid for by broker-dealers,
investment bankers, correspondents, and other intermediaries, or
investments of any amount, as well as any other property, service or
thing of value (such as tickets, admission or entrance fees, meals,
entertainment, transportation or lodging). Receipt of gifts in the
form of cash, checks, gift certificates is prohibited.
B. In general, Covered Companies will be responsible for all business
travel expenses incurred by its employees which are consistent with
corporate travel policy. As a matter of policy, Covered Companies do
not allow sponsors of trips who are broker-dealers or issuers of
Covered Securities, or other investable assets, to pay for travel or
lodging expenses for our employees.
Exceptions to this policy can be granted by the Chief Compliance
Officer if the trip sponsor arranges for group travel or lodging which
is not available through normal commercial channels for the
convenience of the group (e.g. charter flights) or is a de minimis
expense to the sponsor because of the nature of its business (e.g.
airline or hotel companies). In both of these cases, it should be
clear that the sponsor is paying for reasons of convenience rather
than to curry favor.
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11. Real Estate Transactions
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Access Persons and Non-Access Persons shall refrain from engaging in the
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real estate business, the development of real estate or from serving as
consultant to others in such activities, unless approved by Covered
Companies' management on the basis that the activity will not present a
conflict of interest.
12. Corporate Directorships and Other Business Relationships
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In order that even the appearance of impropriety be avoided, it is
important that CIGNA Retirement & Investment Services Associates not be
involved in investment decisions which relate to other business enterprises
of which they are "insiders." For purposes of this policy, a person is an
"insider" of a business enterprise if he or she is one of its directors or
officers, or otherwise has a confidential relationship with it, or has a
beneficial ownership of 1% of its voting stock. A regulated investment
company is not a business enterprise for this purpose.
CIGNA Retirement & Investment Services Associates should make written
disclosure of any insider relationships to the Compliance Department. No
new insider relationships should be accepted without the written approval
of the President of CIGNA Retirement & Investment Services and, if required
by CIGNA Corporation policy, by the Corporate Secretary of CIGNA
Corporation. New beneficial ownership in excess of 1% of voting stock
resulting from non-volitional actions should be reported in the annual
disclosure of insider relationships. (See the CIGNA Corporation policy on
"Outside Board and Officerships" in the CIGNA Corporate Policy and
Procedure Manual). The continuation of any insider relationship is at the
discretion of the President of CIGNA Retirement & Investment Services and
the Corporate Secretary of CIGNA Corporation and is to be terminated upon
request.
13. Dissemination and Acknowledgment of the Business Ethics
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The following procedures pertain to dissemination and acknowledgment of
receipt of the Business Ethics.
A. The Chief Compliance Officer and each designated Compliance Officer in
Tokyo and London oversee the annual dissemination and affirmation of
the Business Ethics to those persons for whom he or she is
responsible. Currently the Compliance Officers are as follows:
Chief Compliance Officer Tim Roberts
Compliance Officer (London) Flora Kong
Compliance Officer (Tokyo) Fumi Kaji
B. Human Resources ensures that each new employee of Covered Companies
receives, upon employment, a copy of the Business Ethics and the
Affirmation/Disclosure Statement (Exhibit F). The new officer or
employee sends the executed Affirmation/Disclosure Statement to the
Compliance Department.
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C. Access Persons and Non-Access Persons are required to certify annually
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using the form in Exhibit F that:
(i) they have read and understood the Business Ethics;
(ii) they recognize that they are subject to the Business Ethics;
(iii) they have complied with the requirements of the Business Ethics;
(iv) they have disclosed or reported all personal Securities
transactions required to be disclosed or reported pursuant to
the requirements of the Business Ethics.
D. The Business Ethics distributed also contain the CIGNA Employee Guide
to Corporate Policies (Appendix I) which includes the Business Ethics
and Practices, Antitrust and Material Non-Public Information for the
management of CIGNA Corporation and its subsidiaries. Execution of
the Affirmation and Disclosure Statement includes an acknowledgment of
having read and being in compliance with these Policies.
14. Investigations
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The Chief Compliance Officer will make a determination from the reports of
Covered Securities personal transactions, the annual Affirmation/Disclosure
Statements, and from any other situations brought to his attention, or of
which he is aware, whether a violation or possible violation, of these
Business Ethics has occurred. The Chief Compliance Officer will thoroughly
investigate each violation or possible violation. Such investigative
procedures shall include notification to the appropriate member of the
Senior Leadership Team and to the Investment Law Department of the
violation or possible violation, and discussion of the violation or
possible violation with the individual to determine whether the procedures
set forth in the Business Ethics section of the Policy and Procedures
Manual were followed. Each investigation will be properly documented,
including the name of the individual, the date of the investigation,
identification of the violation or possible violation, and a summary of the
disposition. The file kept on such investigation shall include all
underlying records.
The Chief Compliance Officer will report his findings in writing to the
appropriate member of the Senior Leadership Team, CIGNA Internal Audit
Department, and to the Investment Law Department. The decision as to
whether a violation has occurred will be subject to review by the Chief
Compliance Officer, the appropriate member of the Senior Leadership Team,
and the Investment Law Department.
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EXHIBIT A
EXPLANATION OF BENEFICIAL OWNERSHIP
You are considered to have "Beneficial Ownership" of Covered Securities if you
have or share a direct or indirect "Pecuniary Interest" in the Covered
Securities.
You have a "Pecuniary Interest" in Covered Securities if you have the
opportunity, directly or indirectly, to profit or share in any profit derived
from a transaction in the Covered Securities.
The following are examples of an indirect Pecuniary Interest in Covered
Securities:
1. Securities held by members of your immediate family sharing the same
household; however, this presumption may be rebutted by convincing evidence
that profits derived from transactions in these Covered Securities will not
provide you with any economic benefit.
"Immediate family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes
any adoptive relationship.
2. Your interest as a general partner in Covered Securities held by a general
or limited partnership.
3. Your interest as a manager-member in the Covered Securities held by a
limited liability company.
You do not have an indirect Pecuniary Interest in Covered Securities held by a
corporation, partnership, limited liability company or other entity in which you
hold an equity interest, unless you are a controlling equityholder or you have
or share investment control over the Covered Securities held by the entity.
The following circumstances constitute Beneficial Ownership by you of Covered
Securities held by a trust:
1. Your ownership of Covered Securities as a trustee where either you or
members of your immediate family have a vested interest in the principal or
income of the trust.
2. Your ownership of a vested interest in a trust.
3. Your status as a settlor of a trust, unless the consent of all of the
beneficiaries is required in order for you to revoke the trust.
<PAGE>
This form will be completed by the Compliance Department and sent to the
Advisory Person for his or her records.
---------------
EXHIBIT B
---------
PRECLEARANCE
PERSONAL COVERED SECURITIES TRANSACTIONS
Name: _________________________________________________________________________
Date: _________________________________________________________________________
Time: _________________________________________________________________________
Name of Security: _____________________________________________________________
. If the request is to purchase (sell), has this security been sold or
(purchased) by this individual within the past 60 calendar days? Yes, no,
or explain exception.
. Does any Client portfolio have a pending "buy" or "sell" order in the same
or equivalent Covered Security? Yes, no, or explain exception.
. If the request is made by Investment Personnel, has a portfolio purchased
or sold this security within the past seven calendar days or is a
transaction currently anticipated within the next seven calendar days? Yes,
no, or explain exception.
. Is this an IPO? Yes, no, or explain exception.
. Is this a private placement? Yes, no, or explain exception.
This approval is good for ________________________ only.
(date)
Preclearance granted by: _____________________________ Date: _________________
<PAGE>
EXHIBIT C
PERSONAL REPORT OF SECURITIES TRANSACTIONS
Name/Routing: For Month of , 2000
The following is a record of all transaction(s) for a Personal Account in
Securities in which I or a Family Member had, or by reason of which I or a
Family Member acquired or disposed of, a direct or indirect Beneficial Ownership
during the month. This report is made solely to comply with SEC regulations and
shall not be construed as an admission by me that I am or a Family Member is the
Beneficial Owner of the Security(ies) listed below. The purchase or sale of
shares of unaffiliated, open-end funds, investment of dividends through a
dividend reinvestment plan and the purchase or sale of securities which are
issued by the Government of the United States, may be omitted.
<TABLE>
<CAPTION>
=================================================================================================================================
DATE
------------------------------
Name of Number of Price per Other
Name of Security Broker/Dealer/Bank Account Number Shares/Units Share/Unit Purchased Sold (Explain)
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
=================================================================================================================================
</TABLE>
[_] NONE (check if no reportable transactions)
Signature: ______________________________ Date: ______________________
Compliance Unit Review: _______________
<PAGE>
EXHIBIT D
<TABLE>
<CAPTION>
===================================================================================================================
TimesSquare Capital Management, Inc.
Personal Covered Security Holdings Disclosure
List of All Covered Securities Held*
As at December 31, 2000
===================================================================================================================
Employee Name: _______________________________________________ Signature: ______________________________________
(Please print)
Date: ___________________________________________________
===================================================================================================================
Broker-Dealer and Description of Covered Security Number of shares or par Market Value
Account Number value held
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
===================================================================================================================
</TABLE>
* Excludes unrestricted CIGNA Common Stock held by First Chicago Trust Company.
<PAGE>
EXHIBIT E
COMPLIANCE GUIDELINES - CIGNA SECURITIES
----------------------------------------
Since many of you have asked questions regarding procedures for the approval of
and reporting of transactions in CIGNA Securities, especially in your 401(k)
Plan, we are providing additional information which should be helpful to you.
As provided in CIGNA's Corporate Policy and Procedure Manual, specifically ADM-
2, speculative transactions involving any CIGNA, or CIGNA-sponsored, security
are prohibited. Examples include writing or trading any option, or selling
"short" any CIGNA, or CIGNA-sponsored, security.
PRE-CLEARANCE REQUIREMENTS
--------------------------
Access Persons must pre-clear:
--------------
1. All transactions in CIGNA Securities executed through a broker-dealer.
2. All discretionary transactions, including changes in percentages, in CIGNA
Securities within the 401(k) Plan.
REPORTING REQUIREMENTS AND PROCEDURES FOR ACCESS AND NON-ACCESS PERSONS
-----------------------------------------------------------------------
CIGNA Securities Through Your Broker Dealer
-------------------------------------------
If you buy or sell CIGNA Securities through your personal broker-dealer, the
transaction should be reported in the same manner as a transaction in the stock
of any other company.
CIGNA Stock Fund in 401(k) Plan
-------------------------------
The following transactions in CIGNA Securities through your 401(k) Plan are
reportable:
1. Any change/transfer in investment choices for accumulated balances in your
401(k) which impact the dollar amount invested in the CIGNA Stock Fund.
(See Exhibit 1)
2. Any increase or decrease in the percent of your future 401(k) contributions
that are allocated to the CIGNA Stock Fund. (See Exhibit 2)
<PAGE>
EXHIBIT E
(continued)
3. Any increase or decrease in the percent of your total 401(k) contributions if
--
one of your investment choices is the CIGNA Stock Fund. (See Exhibit 3)
------------------------------------------------------
4. Any loan through your 401(k) Plan if CIGNA Securities are involved.
Attached are samples of completed forms with the type of information necessary
for transactions in CIGNA Securities within your 401(k) Plan.
Please make a note of the date on which you call the 401(k) AnswerLine to make
------------------------------------------------------------------------------
your change. This is the transaction date you should use when completing your
------------------------------------------------------------------------------
monthly Personal Report of Securities Transactions form.
--------------------------------------------------------
We emphasize that the above instructions pertain only to the CIGNA Stock Fund.
Investment choices in any other funds of the 401(k) Plan are not reportable.
Employee Stock Options or Restricted Stock Plans
-------------------------------------------------
It is not necessary to obtain pre-clearance from the Compliance Department to
initiate a transaction involving Employee Stock Options or Restricted Stock
through Shareholder Services. Those employees who have been notified by the
Corporate Secretary (Carol Ward) that they are subject to trading restrictions
in CIGNA Securities, must obtain clearance through the Corporate Secretary's
Office. All other employees should contact Shareholder Services in Philadelphia
directly.
All transactions in Employee Stock Options or Restricted Stock must be reported
quarterly. For ease in reporting, it is suggested that you attach a copy of
your statement from Philadelphia and simply write "See attached statement" on
the form itself. For further clarification of corporate policies relating to
CIGNA securities, please see Appendix I of the Investment Management Ethics
(pages A-8 through A-10).
<PAGE>
EXHIBIT 1 - Transfer of Accumulated Balance
---------
PERSONAL REPORT OF SECURITIES TRANSACTIONS
Name/Routing: _______________________ For Month of ______________ , 2000
The following is a record of all transaction(s) for a Personal Account in
Securities in which I or a Family Member had, or by reason of which I or a
Family Member acquired or disposed of, a direct or indirect Beneficial Ownership
during the month. This report is made solely to comply with SEC regulations and
shall not be construed as an admission by me that I am or a Family Member is the
Beneficial Owner of the Security(ies) listed below. The purchase or sale of
shares of unaffiliated, open-end funds, investment of dividends through a
dividend reinvestment plan and the purchase or sale of securities which are
issued by the Government of the United States, may be omitted.
<TABLE>
<CAPTION>
==================================================================================================================================
DATE
-------------------------
Name of Number of Price per
Name of Security Broker/Dealer/Bank Account Number Shares/Units Share/Unit Purchased Sold Other
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CIGNA STOCK FUND (401(k)) -- 1/26/99*
---------------------------------------------------------------------------------------------------------------------------------
ACCUMULATED BALANCE
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
*TRANSFERRED 15% FROM CIGNA
---------------------------------------------------------------------------------------------------------------------------------
STOCK FUND
=================================================================================================================================
</TABLE>
[_] NONE (check if no reportable transactions)
Signature: _______________________ Date: ______________________________________
Compliance Unit Review: __________
<PAGE>
EXHIBIT 2 - Change in Percentage
---------
of Future Contributions
PERSONAL REPORT OF SECURITIES TRANSACTIONS
Name/Routing: _____________________________ For Month of ____________ , 2000
The following is a record of all transaction(s) for a Personal Account in
Securities in which I or a Family Member had, or by reason of which I or a
Family Member acquired or disposed of, a direct or indirect Beneficial Ownership
during the month. This report is made solely to comply with SEC regulations and
shall not be construed as an admission by me that I am or a Family Member is the
Beneficial Owner of the Security(ies) listed below. The purchase or sale of
shares of unaffiliated, open-end funds, investment of dividends through a
dividend reinvestment plan and the purchase or sale of securities which are
issued by the Government of the United States, may be omitted.
<TABLE>
<CAPTION>
=================================================================================================================================
DATE
--------------------------
Name of Number of Price per
Name of Security Broker/Dealer/Bank Account Number Shares/Units Share/Unit Purchased Sold Other
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CIGNA STOCK FUND (401(k)) --
---------------------------------------------------------------------------------------------------------------------------------
FUTURE CONTRIBUTIONS
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
*INCREASED PERCENTAGE OF 401(k)
---------------------------------------------------------------------------------------------------------------------------------
CONTRIBUTION ALLOCATED TO
---------------------------------------------------------------------------------------------------------------------------------
CIGNA STOCK FROM 10% TO 15%
=================================================================================================================================
</TABLE>
[_] NONE (check if no reportable transactions)
Signature: _____________________________________ Date: _________________________
Compliance Unit Review: ______________
<PAGE>
EXHIBIT 3 - Change in Percentage of
---------
Total 401(k) Contribution
PERSONAL REPORT OF SECURITIES TRANSACTIONS
Name/Routing: ________________________________ For Month of __________ , 2000
The following is a record of all transaction(s) for a Personal Account in
Securities in which I or a Family Member had, or by reason of which I or a
Family Member acquired or disposed of, a direct or indirect Beneficial Ownership
during the month. This report is made solely to comply with SEC regulations and
shall not be construed as an admission by me that I am or a Family Member is the
Beneficial Owner of the Security(ies) listed below. The purchase or sale of
shares of unaffiliated, open-end funds, investment of dividends through a
dividend reinvestment plan and the purchase or sale of securities which are
issued by the Government of the United States, may be omitted.
<TABLE>
<CAPTION>
=================================================================================================================================
DATE
--------------------------
Name of Number of Price per
Name of Security Broker/Dealer/Bank Account Number Shares/Units Share/Unit Purchased Sold Other
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CIGNA STOCK FUND (401(k)) -- *1/26/99
---------------------------------------------------------------------------------------------------------------------------------
TOTAL 401(k) CONTRIBUTION
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
*INCREASED TOTAL 401(k)
---------------------------------------------------------------------------------------------------------------------------------
CONTRIBUTION FROM 10% TO 12%,
---------------------------------------------------------------------------------------------------------------------------------
TO INCLUDE 40% TO CIGNA STOCK
=================================================================================================================================
</TABLE>
[X] NONE (check if no reportable transactions) Other than periodic
purchases as previously reported
Signature: ____________________________ Date: _____________________________
Compliance Unit Review: _______________
<PAGE>
EXHIBIT F
---------
AFFIRMATION/DISCLOSURE STATEMENT
My signature below represents affirmation of the following statements unless
otherwise specifically noted in #4 and #5:
1. I have read, understand and agree to comply with the Business Ethics. I
realize that my failure to observe the provisions of the Business Ethics may
be a basis for dismissal for cause, and that such failure may constitute a
violation of Federal or State securities laws and regulations which may
subject me to civil liabilities and criminal penalties.
2. I acknowledge receipt of the CIGNA Employee Guide to Corporate Policies
("Policies") which includes Business Ethics and Practices, Antitrust and
Material Non-Public Information for the management of CIGNA Corporation and
its subsidiaries, and I have read and am in compliance with these Policies.
3. If an officer, employee or director of TSCM, I also acknowledge that these
Business Ethics serve as the Code of Ethics required by the Investment
Company Act of 1940 and the rules thereunder.
4. I have no existing or proposed outside financial interests, business
connections or conflicts of interest, nor have I engaged in any other
transactions required to be disclosed except the following:
5. I know of no acceptance of gifts or favors, real estate transactions or other
business financial involvement by me or by a member of my immediate family
required to be disclosed, except the following:
6. I hereby certify that I have complied with the requirements of the Business
Ethics, that I have reported all personal Covered Securities transactions
required to be disclosed pursuant to the Business Ethics and if required,
have disclosed all personal Covered Securities holdings.
Date ____________________ Signature ____________________________
Name _________________________________
(Printed)
Department ___________________________
Please return the completed statement to the Compliance Department. Retain a
copy for your records.
