AMERICAN EXPRESS CERTIFICATE COMPANY
CODE OF ETHICS
Section 1 (Prohibited Security Transactions)
With respect to any securities held or being considered for purchase or sale by
American Express Certificate Company (the "Corporation"), no director, officer
or employee of the Corporation shall engage in any course of action which would
operate as a fraud or deceit upon the Corporation in connection with the
purchase or sale directly or indirectly of the same security--or any option to
purchase or sell, or any security convertible into or exchangeable for, the same
security--for his or her personal account.
Section 2 (Personal Trading Rules and Procedures)
All Access Persons of the Corporation shall comply with the Personal Trading
Rules and Procedures for Access Persons of American Express Financial
Corporation and Its Affiliates (the "Personal Trading Rules"), except that a
disinterested director shall not be subject to the Personal Trading Rules unless
the director knew or, in the ordinary course of fulfilling his or her official
duties as a director, should have known that during the 15-day period
immediately before or after the director's transaction in a Covered Security,
the Corporation purchased or sold the Covered Security, or the Corporation or
its investment advisor considered purchasing or selling the Covered Security. A
disinterested director who is not otherwise required to follow the Personal
Trading Rules may voluntarily seek prior clearance of a proposed transaction in
accordance with, and may otherwise voluntarily comply with, the Personal Trading
Rules.
An Access Person of the Corporation is a director, officer or Advisory Person of
the Corporation.
An Advisory Person of the Corporation is an employee of the Corporation, of
American Express Financial Corporation, or of another company in a control
relationship to the Corporation 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 Corporation, or whose
functions relate to the making of any recommendations with respect to the
purchases or sales.
A Covered Security is a stock, bond or other security as defined in Section
2(a)(36) of the Investment Company Act, except direct obligations of the U.S.
Government, bankers' acceptances, bank certificates of deposit, commercial
paper, high quality short-term debt instruments (including repurchase
agreements), and shares issued by mutual funds.
Section 3 (Violations)
Issues arising under, and information about material violations of, this Code of
Ethics or of the Personal Trading Rules by Access Persons of the Corporation,
its investment advisor or its principal underwriters shall be reported to the
Board of Directors no less frequently than annually. Upon learning of a
violation of this Code, the Board of Directors may impose such sanctions as it
deems appropriate, including a letter of censure or suspension or termination.
Section 4 (Recordkeeping)
The Corporation shall maintain the following records for five years and such
records, and other applicable records maintained under the Personal Trading
Rules, shall be made available to the Securities and Exchange Commission or any
representative thereof upon proper request.
1. Copy of the Code of Ethics.
2. A record of any violation of this Code of Ethics and of any action taken.
3. The reports required under Section 3 of this Code of Ethics.
