PERSONAL TRADING RULES AND PROCEDURES FOR ACCESS PERSONS
AMERICAN EXPRESS FINANCIAL CORPORATION AND ITS AFFILIATES
MARCH 2000
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Section I
Personal Trading Rules and Procedures
American Express Financial Corporation and its Affiliates
Topic Page
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Personal Trading Rules Framework
General Applicability Of Personal Trading Rules 3
Basis For Rules 4
Definitions 4
Reporting Requirements for Access Persons
Security Activities Which Must Be Reported 5
How To Comply 5-6
Additional Rules & Requirements for Access Persons
Preclearance Of Security Trades 7
Preclearance Form 8
Reporting & Preclearance Chart 9-10
Miscellaneous Special Instructions Chart 10
Additional Reporting Requirements 11
Investment Clubs 12
Giving Securities 12
Sanctions 13
Unusual Trading Activity 13
Incremental Restrictions and Requirements for Investment Personnel
60-Day Holding Period 14-15
Private Placement Preclearance 15
Research Analysts: Additional Rules 16
Incremental Portfolio Manager Restriction
7-Day Blackout Period 17
American Express' Insider Trading Policy 18-20
Sample Forms & Completion Instructions 21-26
Brokerage Account Certification Form 22
Personal Holdings Disclosure Form 23
407 Notification Instructions & Form 24-25
Quarterly Certification 26
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Personal Trading Rule Framework
Applicability
These rules apply to all personal securities activities in your own accounts as
well as any security investment:
o in which you have a beneficial interest (e.g., a trust account for a minor
child)
o held by you, your spouse/partner, and/or other financially dependent
members of your household
o for which you provide investment advice by reason of any contract,
understanding, relationship, agreement or other arrangement substantially
equivalent to direct or indirect ownership. (If you give investment advice
or effect securities trading for others, notify your leader and Corporate
Compliance.)
o in which you (or anyone meeting the above criteria) participate as a member
of an investment club
General Personal Trading Rules
These general rules, along with the procedures contained in the rest of this
document, must always be followed:
1. No use of inside information (refer to Insider Trading Policy on page 18).
2. No purchasing of initial public offerings (new or secondary issues)
3. No front-running. This involves an individual taking advantage of
non-public information about imminent trading activity in our mutual funds
or advised accounts by trading in a security before the fund or advised
account does.
4. No preferential treatment from other brokerage firms due to the purchaser's
employment by American Express or its subsidiaries.
5. No direct trades with broker/dealers' trading desks.
6. No non-retail relationships with broker/dealers.
7. No use of American Express' name (or the name of any of its subsidiaries)
to obtain a better price from a broker who is a market maker in the
security being traded.
8. No speculative trading of American Express stock, which is characterized by
transactions in "put" or "call" options, or short sales or similar
derivative transactions. As part of the American Express Company Code of
Conduct, the Company discourages short-term trading in its own stock.
9. No stopping stock. This is defined as a guarantee by a specialist that an
order placed by a Floor Broker will be executed at the best bid or offer
price then in the Specialist's book unless it can be executed at a better
price within a specified period of time.
10. If the company's managed or owned accounts are active in a given security,
no use of that security to meet margin calls if cash or other securities
are available to meet the call.
11. No trading of OTC or brokerage firm stocks by any traders or trading
assistants.
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Basis for Rules
The rules and procedures that apply to personal trading for access persons are
derived from:
Investment Company Institute (ICI) Guidelines to Industry on Personal
Investing
Securities and investment laws
o Securities Act of 1933
o Securities Exchange Act of 1934
o Investment Company Act of 1940
o Investment Advisers Act of 1940
o Insider Trading and Securities Fraud Enforcement Act of
1988
Rules, regulations and corporate policies
o Securities and Exchange Commission (SEC)
o National Association of Securities Dealers (NASD)
o American Express Financial Corporation (AEFC) Insider
Trading Policy
o American Express Company Code of Conduct
Definitions
Personal trading rules for access persons apply to three groups of personnel.
Each successive group is a subset of the previous group, and is subject to
incrementally restrictive procedures. Therefore: Investment Personnel are
subject to Access Person rules, plus the additional rules. Portfolio Managers
are subject to Investment Personnel and Access Person rules, plus the additional
rules.
Access Persons are individuals who meet one or more of the following criteria:
1. Have access to information regarding impending purchases or sales of
portfolio securities for any account owned or managed.
2. Obtain such information within 10 days after the trade.
3. Have access to the Investment Department's investment research and
recommendations.
4. Work in the Investment Department or Asset Management Group, in
Minneapolis, London, Hong Kong, Singapore, or Tokyo.
Investment Personnel are research analysts, traders and portfolio managers.
Portfolio Managers are individuals with direct responsibility and authority over
investment decisions affecting any account owned or managed. This includes
associate portfolio managers.
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Reporting Requirements for Access Persons
Securities Activities Which Must Be Reported
All personal securities activities (i.e., stocks, options, bonds, etc.), whether
bought or sold, must be reported, with the exception of such things as mutual
funds and certificates of deposit. A chart indicating which transactions must be
reported is located on page 9.
In addition to transactions in your own accounts, you must report activity in
accounts:
o in which you have a beneficial interest (e.g., a trust account for a minor
child)
o held by you, your spouse/partner, and/or financially dependent members of
your household
o for which you provide investment advice by reason of any contract,
understanding, relationship, agreement or other arrangement substantially
equivalent to direct or indirect ownership. (If you give investment advice
or effect securities trading for others, notify your leader and Corporate
Compliance.)
o in which you (or anyone meeting the above criteria) participate as a member
of an investment club
Failure to disclose all brokerage accounts may result in a sanction, which
includes possible termination.
How To Comply
You must report all personal securities transactions for the types of accounts
listed above in one of two ways:
1. Conduct all your securities transactions in an American Express Brokerage
(formerly AESS) account. If you choose this alternative, notify Corporate
Compliance by sending a Lotus Note listing your account number(s) to:
Personal Trading. For assistance in opening an American Express Brokerage
account, contact your advisor or the Minneapolis Skyway Office.
2. Conduct your securities transactions with an outside brokerage
firm--traditional or online. If you choose to open or maintain an account
with any other brokerage firm, you must perform the following steps at the
time the account is opened:
o Contact Corporate Compliance by sending a Lotus Note to Personal
Trading and request a 407 Notification Form before opening an external
brokerage account. This form needs to be completed because it notifies
the external brokerage firm to provide duplicate confirmations and
monthly statements for your account(s) and for those in which you have
a beneficial interest. Failure to properly carry out this notification
process may result in a sanction.
o Fully disclose any information the brokerage firm legally requests.
o Notify the other brokerage firm of your association with American
Express. The broker/dealer must be informed that American Express
engages in securities transactions and has membership in the NASD,
Pacific Stock Exchange and the Midwest Stock Exchange.
You are responsible for ensuring your broker provides Corporate Compliance with
duplicate statements and confirmations.
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Additional Rules & Requirements for Access Persons
Preclearance of Security Trades
You must obtain prior approval - known as preclearance - when trading in any of
the investment vehicles indicated on the "Securities Reporting and Preclearance
Chart" (see page 8. When requesting preclearance, you must follow these
procedures:
Requesting preclearance - On the day you intend to purchase or sell a security
requiring preclearance, complete Section 1 of the Preclearance Form (see form on
the following page) and fax it to the equity trading desk on T30 at (612)
671-5101 between 8 AM and 3 PM.
Approval process - Before approving the transaction, the trading desk will
verify that there are no managed or owned accounts trading in the security. For
example, the trading desk verifies there is no same day or opposite way/previous
day trading in that security. The trade desk will complete Section 2 of the
preclearance form and fax it back to you. Preclearance is only effective for the
day it is given.
After Hours Trading (On-line) - When trading through an on line account you have
until midnight the day you are granted preclearance to enter your trade. When
routing your preclearance form to Corporate Compliance, please attach a copy of
your electronic confirmation from your broker showing that the trade was entered
on the day preclearance was given. The trade then needs to be executed no later
than the next business day. We will not consider the trade in good form unless
both documents are submitted.
Execution of your trade - Complete Section 3 of the preclearance form upon
execution of the trade and route it to Corporate Compliance immediately. Even if
the trade is not executed, you are still required to send the form to Corporate
Compliance.
Exceptions
Exceptions may be granted if the individual has tried to preclear a trade at
least three times in any five consecutive day period. In order to be granted
this exception, you must request approval by sending your request via Lotus
Notes addressed to: Personal Trading. Provide a written explanation of the
circumstances, including:
o The type of trade
o The name of the security
o The number of shares
o Your position, such as trader, analyst, portfolio manager, other. The three
most recent dates you have tried to preclear
You will receive a written response to your request within 24 hours.
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Personal Trading Date:__________________
Preclearance Form
1. Request for trade approval (completed by employee)
Type of trade: [ ] Buy [ ] Sell [ ] Short Sale [ ] Cover Short
Security Description: __________________________________________
Ticker:____________
If requesting preclearance for a put or call option, indicate expiration month
and strike price.
Name: __________________________________
Emp #: ____________
Unit #: ____________
Signature: ________________________________
Ext: ____________
Fax: ____________
When Section 1 is completed, fax this request to the equity trade desk at
x15101.
2. Trade Authorization (completed by trade desk - T30)
Equity/option authorized? [ ] Yes [ ] No
Equity/option traded same day? [ ] Yes [ ] No
Equity traded previous day opposite way? [ ] Yes [ ] No
Option traded previous day opposite way? [ ] Yes [ ] No
Fixed income approved by: ___________
Request approved? [ ] Yes [ ] No
Log number:_____________________
Approved by: ______________________________
Date/time: ___________________________
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3. Execution (completed by employee)
Quantity: ___________________
Price: _____________________
Brokerage Firm: _________________________________________
Account Number(s): ______________________________________
Registered Representative: ________________________________
[ ] Trade not executed
Please route completed form to Personal Trading - T20 / 95 immediately.
Note: Preclearance is not required to close, sell, or exercise an option during
the last five days before expiration.
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<CAPTION>
<S> <C> <C>
Reporting & Preclearance Chart Reporting Preclearance Required?
required for
these
transactions?
American Depository Receipts/Shares/Units Yes Yes (against underlying security and
(ADRs/ADSs/ADUs) ADR/ADU)
Advised Accounts Yes Yes
Annuities No No
American Express Stock (shares not purchased in Yes No, except for SVPs and other American
Incentive Savings Plan or stock purchase plan) Express Officers who have been advised they
must preclear.
(Options on) American Express Stock (i.e., puts and Prohibited by Prohibited by American Express Code of
calls) American Express Conduct
Code of Conduct
American Express stock options (obtained as a part of Yes No, except for SVPs
an incentive plan)
Certificates of Deposit, Savings Certificates No No
Closed-end funds Yes Yes
Commercial Paper No No
Debt: corporate Yes No
Debt: convertible Yes Yes (against both underlying stock &
convertible debt)
Debt: Government (Treasury notes, bills, bonds or No No
STRIPS)
Debt: U.S. Guaranteed or of federally sponsored Yes No
enterprises (FHLMC, FNMA, GNMA, etc.)
Debt: closely held Yes No
Derivatives (DECS, ELKS, PRIDES, etc.) Yes Yes (against both underlying stock &
derivative)
Futures: commodity, currency, financial, or stock index Yes No
Index Securities - (S&P 500, SPDRS/SPY, Diamonds/DIA, Yes No
Cubes/QQQ, etc.)
Limited Partnerships Yes Yes
Mutual Funds No No
Options on stocks Yes Yes (except to close position in the
last 5 business days before expiration)
Options: exercise of option to buy or sell underlying Yes No
stock
Options on futures and indices (currency, financial, Yes No
or stock index)
REITS (Real Estate Investment Trusts) Yes Yes
Private Placements Yes, on quarterly Yes, if Investment Personnel
reporting form
Stocks: common or preferred Yes Yes
Stocks: convertible preferred Yes Yes (both underlying stock and convertible
preferred)
Stocks: over-the-counter (OTC) Yes (prohibited Yes (prohibited for traders & trading
for traders & assistants)
trading
assistants)
Stocks: short sales (short sales prohibited on Yes Yes
American Express stock)
Stocks (owned) - exchanges, swaps, mergers, tender Yes No
offers
Stocks - public offerings (initial OR secondary) Prohibited Prohibited
Stocks - Rights or warrants acquired separately Yes Yes
Stocks - employer-sponsored purchase plan (spouse or Yes, on quarterly No
partner) reporting form
Unit Investment Trusts (UITs) Yes No
Miscellaneous Special Instructions Reporting Preclearance Required?
required for
these
transactions?
Transactions in accounts you advise for others Yes Yes
American Express Incentive Savings Plan No No
American Express Stock Purchase Plan No No
Dividend Reinvestment Plans Yes, on quarterly No
reporting form
Transactions by investment clubs in which you belong Yes Yes
or have a beneficial interest
Limit Orders Yes Yes, must renew daily
</TABLE>
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Additional Reporting Requirements
Annual Certification
In addition to reporting requirements already outlined, every Access Person must
submit an annual certification form. If you are new to the company, you will
receive a form and instructions when you attend your orientation session. If you
do not attend this orientation session, please contact the Personal Trade area
612-671-5196 for the information. All Access Persons will receive a form
annually from Corporate Compliance - Personal Trade.
Failure to disclose all brokerage accounts in which you have a beneficial
interest may result in a sanction, which includes possible termination. An
example of the annual certification form is located on page 22.
Quarterly Reporting
Corporate Compliance will send you a form each quarter to indicate whether, for
a given calendar quarter, you executed securities transactions outside of a
broker-dealer account. If so, you must return the quarterly reporting form to
Corporate Compliance--Personal Trade within 10 calendar days of the last day of
the quarter.
An example of the quarterly reporting form is located on page 26. This need for
quarterly reporting is based upon Rule 204-2(a)(12) of the Investment Advisers
Act; American Express is required to collect information on certain securities
transactions quarterly.
Investment Clubs
There is no prohibition against joining an investment club. However, Access
Persons who are members of investment clubs are required to preclear club
transactions. Execution of non-precleared trades made by club members will
result in a violation for the American Express Access Person. (This also applies
to any other accounts which meet the criteria indicated under "security
activities which need to be reported" on page 5) When forming an investment
club, provide the following to Corporate Compliance:
o a copy of the broker 407 notification form (see page 25)
o a copy of your investment club's bylaws
o a listing of the members of the club and an indication of any
employees or independent contractors or advisors of American Express
in the club. Please include the individual's identification number.
o the contact person for the club in case of questions
For information on setting up an investment club, you can contact the National
Association of Investors Corporation at (248) 583-6242.
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Giving Securities
If you are giving securities to a non-profit organization, please provide the
following information in writing to Corporate Compliance:
o the name of the organization to which you are giving the securities
o a description of the security
o the number of shares being given
o the day you intend to buy the security (if not already owned)
o the day you intend to give the securities (if the gift was not
actually given on the day intended, please inform Corporate
Compliance)
Preclearance is not necessary for a gift to a non-profit organization, and the
60-day and 7-day rules do not apply.
For giving securities to a for-profit organization or to an individual or trust,
the preclearance and 7-day rules do apply if you are purchasing the securities
you intend to give. The 60-day rule does not apply. You will need to report the
transaction on the quarterly reporting form described above.
Sanctions
Sanctions will be imposed for violations of American Express, SEC, or NASD rules
or policies. It is standard in the industry to impose sanctions when violations
occur. These sanctions are communicated via violation letters and will vary
depending on the severity of the violation and/or if a record of previous
violations exists. Examples of potential sanctions include (but are not limited
to):
o a written reminder about the rules, (a record of which will be
maintained by Corporate Compliance)
o unwinding the trade and forfeiting any profits to a charity, which is
the typical sanction for a 60-day holding period or 7-day blackout
violation (see note below for forfeiture process)
o prohibition against personal trading for a specific period of time
o negative impact on the individual's bonus and or performance rating
o termination
Note: The process for forfeiture of profits is this:
o Calculate the profit using the last in, first out (LIFO) method.
o Send a check to a non-profit charity of your choice. (You may be able
to take a charitable deduction on your tax return for contributions to
a tax-qualified 501(c)(3) charity - please consult with your tax
advisor.)
o Send a copy of the calculation, the receipt from the charity and both
sides of the canceled check to Corporate Compliance.
<PAGE>
The Personal Trade Committee will work with your manager to impose sanctions
when necessary.
Unusual Trading Activity
The Personal Trade Committee and your department head review your personal
trading activity regularly. We may ask to review specific transactions with you
or your broker if clarification is necessary. You may be asked to supply
Corporate Compliance--Personal Trade with an explanation of your personal
trade(s). Examples of situations that may require a memo of explanation include,
but are not limited to:
o violations of personal trading rules
o significant changes in trading volume
o patterns of short-term, in and out trading
o significant positions in illiquid securities
o a number of employees trading in the same security in the same time
frame.
Incremental Restrictions and Requirements for Investment Personnel
(defined as research analysts, traders, and portfolio managers)
60-Day Holding Period
Profiting from short-term trading is prohibited. You may not buy, then sell (or
sell short, then cover the short) the same securities (or equivalent) within
60-calendar days while realizing a gain. You must wait until calendar day 61 to
close out your position if you will be making a profit. When calculating the
60-day holding period, you must use the last-in, first-out (LIFO) method. We use
LIFO for two main reasons:
o the purpose of the rule is to discourage short-term trading. A first-in,
first-out (FIFO) or specific identification method could encourage
short-term trading.
o application of a method other than LIFO could be very cumbersome and
time-consuming.
Exceptions
The Firm grants three exceptions to this rule:
o Financial Hardship - a financial hardship must be an "immediate and
heavy financial need" and must be a situation where funds are not
readily available from other sources. Financial hardships must meet
the criteria outlined in the American Express Incentive Savings Plan
(ISP). See the ISP Summary Plan Description in the Total Compensation
Guide for these guidelines. Hardships are further subject to the
following stipulations:
o The amount traded may not exceed the amount required to meet the
financial hardship, though the trade amount may include an amount
for anticipated income taxes and tax penalties. Please consult
with your tax advisor for advice.
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o You must receive approval from Corporate Compliance before a
hardship trade. Begin by calling x15196 for assistance. You will
need to put your request in writing and to route it to Corporate
Compliance. You will receive a response within two business days.
o Your request may not be approved if the standards outlined above
are not met.
o Small trades -defined as $10,000 or less of S&P 500 securities or ten
option contracts in S&P 500 securities. There is a limit of one small
trade exception per calendar month. Please indicate on your
preclearance form "small trade exception". The small trade exception
still requires you to obtain preclearance.
Incremental Restrictions and Requirements for Investment Personnel
o Futures and Indices - due to the size and liquidity of certain
markets, the following investment vehicles are exceptions to the
60-day holding period requirement and do not need to be precleared:
- financial futures (e.g., Treasury bond futures)
- stock index futures (e.g., S&P 500 index futures)
- currency futures (e.g., futures on Japanese Yen)
This exception also applies to options on futures and indices. Options on
equities continue to be subject to the 60-day rule.
Private Placement Preclearance
You must receive prior approval from your manager and Corporate
Compliance--Personal Trade before acquiring any securities in a private
placement.
How to obtain approval - Write an explanation of the investment and submit the
request to your manager (or next level manager if your manager is not
available). Included in the request should be an explanation of:
o the nature of the investment
o how you were solicited
o whether or not the opportunity was being offered to any of American
Express's managed accounts
o whether the security is likely to be purchased by an American Express
managed account fund in the future.
How private placements are approved - Your manager will approve (by signing) or
reject your request, and return the request to you. If approval is granted, send
the request to Corporate Compliance. Corporate Compliance will have one business
day after receipt of the request to ask for any additional information or
further documentation needed to make a decision. Upon receipt of all necessary
documentation, Corporate Compliance will then confirm in writing within one
business day whether you can invest. You must report the investment on the
quarterly reporting form described on page 11.
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If you have questions about how the 60-day holding period, or private placement
approval process, applies to a transaction you are considering, please contact
Personal Trade at x15196 before you execute.
Research Analysts: Additional Rules
Research Analysts must conduct their personal trading activities in a manner
such that transactions for an analyst's customers, clients, and employer have
priority over transactions in securities or other investments of which he or she
is the beneficial owner. In order to clarify how Research Analysts at AEFA
should comply with this requirement, please note the following:
o All new investment recommendations or changes in recommendations should be
communicated immediately in the Research Notes section of Lotus Notes.
Other appropriate means of communication should be used in addition to
Lotus Notes to facilitate broad and immediate dissemination of the
recommendation.
o Analysts should not trade a security in their own account if they
anticipate issuing a new recommendation or changing an existing
recommendation on the same security.
o Analysts should not trade in a security for their own account contrary to
their current recommendation with respect to the security or rating.
o Analysts should not trade in their own account for a period of 2 business
days after a written recommendation is disseminated through the Research
Notes section of Lotus Notes.
Notwithstanding the above, all trades for an analyst's own account remain
subject to the normal pre-clearance and personal trading rules.
Incremental Portfolio Manager Requirements and Restrictions
7-day Blackout Period
Portfolio managers are not allowed to buy or sell a security during the
seven-day blackout period, which is defined as:
o trade date less seven calendar days before and trade date plus seven
calendar days after a fund or account they manage trades in that same (or
equivalent) security. This means a portfolio manager must wait until
calendar day 8.
For example, a portfolio manager's fund trades XYZ Co. on August 12. The last
day for a personal trade of XYZ Co. is August 4 and the next day a personal
trade can be made is August 20.
Exceptions
The Firm grants two exceptions to this rule:
Smalltrades - defined as $10,000 or less of S&P 500 securities or ten option
contracts in S&P 500 securities. There is a limit of one small trade
exception per calendar month. Please indicate on your preclearance form
"small trade exception". The small trade exception still requires you to
obtain preclearance.
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o Futures and Indices - due to the size and liquidity of certain markets, the
following investment vehicles are exceptions to the 7-day blackout period
rule and do not need to be precleared:
o financial futures (e.g., Treasury bond futures)
o stock index/futures (e.g., S&P 500 index/futures)
o currency futures (e.g., futures on Japanese Yen)
This exception also applies to options on futures and indices. Options on
equities continue to be subject to the 7-day blackout rule.
If you have questions about how the 7-day blackout rule applies to a trade you
are considering, please contact Personal Trade at x15196 before you execute your
trade.
American Express'
Statement of Policy and Procedures with Respect to Receipt
and Use of Material, Inside (Non-Public) Information
This statement represents the policy of American Express Financial Advisors
(AEFA) and its subsidiaries with regard to the receipt and use of material
inside (non-public) information. If you have any questions about this policy,
contact the Law Department.
1. Court and SEC administrative decisions interpreting Rule 10b-5, promulgated
under the Securities Exchange Act of 1934, make it unlawful for any person
to trade or recommend trading in securities while in possession of material
inside (non-public) information.
In particular, trading by a corporate insider or by someone who is not a
corporate insider, while in possession of material non-public information,
is unlawful where the information was disclosed to the non-insider in
violation of an insider's duty to keep it confidential, or the non-insider
had a duty to keep the information confidential or the information was
misappropriated (i.e., stolen). In addition, communicating material,
non-public information to others is unlawful.
2. Material inside information is any information about a company or the
market for the company's securities that has come directly or indirectly
from the company and that has not been disclosed generally to the
marketplace, and that the dissemination of which is likely to affect the
market price of any of the company's securities or is likely to be
considered important by reasonable investors, including reasonable
speculative investors, in determining whether to trade in such securities.
3. Information should be presumed "material" if it relates to such matters as
dividend increases or decreases, earnings estimates, changes in previously
released earnings estimates, significant explanation or curtailment of
operation, a significant increase or decline of orders, significant merger
or acquisition proposals or agreements, significant new products or
discoveries, extraordinary borrowing, major litigation, liquidity problems,
extraordinary management developments, purchase or sale of substantial
assets, etc.
4. "Inside" information is information that has not been publicly disclosed.
Information received about a company under circumstances that indicate that
it is not yet in general circulation and that such information may be
attributable, directly or indirectly, to the company (or its insiders)
should be deemed to be inside information. As a rule, one should be able to
point to some fact to show that the information is generally available; for
example, its announcement on the broad tape or by Reuters, The Wall Street
Journal or trade publications.
<PAGE>
5. In addition to the prohibition on trading on insider information, AEFA -
associated persons are prohibited from front-running. Front-running is
trading for a personal account with the expectation that an AEFA managed
account will soon trade the same security.
6. To supplement its own research and analysis, to corroborate data compiled
by its staff, and to consider the views and information of others in
arriving at its investment decisions, AEFA allocates brokerage business to
broker-dealers who are in a position to provide such services. This policy
is consistent with AEFA's efforts to secure best price and execution.
However, it is AEFA's policy that brokerage not be allocated in
consideration of the furnishing of material inside information. AEFA -
associated persons, in recommending the allocation of brokerage to
broker/dealers, should not give consideration to any material inside
information furnished by any broker/dealer.
7. AEFA - associated persons have no obligation to investment companies or
other clients advised by AEFA to trade or recommend trading on the basis of
material, non-public information in their possession. AEFA - associated
persons' fiduciary responsibility to their clients does not require that
they disregard the limitations imposed by the federal securities laws,
particularly Rule 10b-5.
8. Whenever an AEFA - associated person receives material information about a
company that he or she knows or has reason to believe is directly or
indirectly attributable to such company (or its insiders), he or she must
determine that the information is public before trading or recommending
trading on the basis of such information or before divulging such
information to any person. If he or she has any question at all as to
whether the information is material or whether it is inside and not public,
he or she must resolve the question by contacting the Law Department before
trading. He or she must not discuss the information with any AEFA -
associated person of AEFA other than his/her direct supervisor, the
director of trading or the vice president of investment services. In
addition, care should be taken so that the information is secured.
9. If there are any unresolved questions whatsoever in an AEFA - associated
person's mind as to the applicability or interpretation of the foregoing
standards or the propriety of any desired action, he/she must discuss the
matter with the law department prior to trading or recommending trading.
10. Penalties for trading on material, non-public information are severe, both
for the individuals involved in such unlawful conduct and their firms.
Penalties include civil injunctions; suspension or bar from working in the
securities industry; triple damages; forfeiture of profits; jail terms of
up to 10 years; criminal penalties of up to $1 million for individuals and
$2.5 million for firms; and civil fines of up to three times the profit
gained or loss avoided for individuals, or the greater of $1 million or
three times the profit gained or loss avoided for firms. In addition, any
violation of this policy can be expected to result in serious sanctions by
AEFA, including dismissal of the person(s) involved. Violations may also
result in a permanent bar from the securities industry.
11. All AEFA - associated persons will be subject to the following personal
trading procedures. AEFA - associated persons will:
o Elect either to execute all personal securities trades through
American Express Securities Services or require their broker-dealer to
provide duplicate confirmations and statements to the Corporate
Compliance Department.
o Report any change in the above election promptly, in writing, to
Corporate Compliance.
o Complete an annual certification form about their personal securities
activities (example attached).
o Provide any additional information about personal trading activities
at AEFA's request.
<PAGE>
The Investment Department and IDS Advisory Group will be required to preclear
all personal trades.
In addition to applying to an associated person's personal accounts, these
personal trading procedures also apply to accounts:
o In which you have beneficial interest;
o That are held by you, your spouse or members of your household;
o For which you provide investment advice by reason of any contract,
understanding, relationship, agreement or other arrangement
substantially equivalent to direct or indirect ownership; and,
o In which you participate as part of an investment club.
The executive vice president - Investment and Brokerage Operations is
responsible for the implementation of this statement of policy with respect to
AEFA - associated persons in the Investment Department and American Express
Securities Services. The Corporate Compliance Department is responsible for
implementing this Statement of Policy with respect to all other corporate-office
associated persons. The senior vice president and general sales manager are
responsible for implementing this Statement of Policy in the field.
This statement will be distributed to all AEFA - associated persons and will be
issued and explained to all new personnel at the time of their employment with
AEFA. In addition, at least annually and at such other times as the senior vice
president of the Law Department may determine it is necessary or appropriate,
representatives of the Law Department will meet with the traders and Investment
Department personnel to review this Statement of Policy.
The Personal Trade Committee, consisting of representatives of Corporate
Compliance, the Investment Department, Corporate Audit and the Law Department;
will review records maintained in connection with trading or recommending
trading in securities and allocation of brokerage.
The Law Department will review this Statement of Policy on a periodic basis and
may revise it in the light of developments in the law, questions or
interpretation, and practical experience with the procedures contemplated by the
Statement.
<PAGE>
Section II
Sample Forms and Completion Instructions
Below are the steps for completing the brokerage account disclosure form found
on the following page:
1. Write your name, ID number, and routing in the upper right hand corner of the
form.
2. Check the appropriate box in Section 1.
Brokerage firm account - an account in which securities are bought and
sold (i.e. stock, bonds, futures, options, etc.). Do NOT include mutual
fund accounts, employer-sponsored incentive savings plans, or the
American Express Stock Purchase Plan.
o If you checked "YES" in Section 1, complete all requested
information in Sections 2, 3 and 4.
o If you checked "NO" in Section 1, complete Sections 3 and 4.
3. In Section 2, please be sure to state the brokerage firm name and branch
location, account number, and type of ownership (definitions listed below):
- Direct (D): you are the owner of the account (i.e., joint or
single ownership).
- Indirect (I): accounts in which you have a beneficial
interest, and that are registered in another person's name.
This includes members of your household (e.g., spouse,
partner, minor children, etc.).
- Club (C): you are a member of an investment club.
- Advised (A): you serve in an advisory capacity by making
investment decisions or recommendations.
- Managed (M): you have no discretion over the investments in
the account.
________________________________________________________________________________
Brokerage Firm Name and Account Ownership
Location of Branch Office Number (D, I, C, A, M)
________________________________________________________________________________
EZ Financial Corp - Minneapolis JH-062588-PG D
________________________________________________________________________________
4. Complete section 3 if you are a member of a board of directors of a
for-profit company.
5. Sign and date the form in Section 4.
<PAGE>
Name:______________________________
ID Number:_________________________
Routing:____________________________
American Express
Brokerage Account Certification and Disclosure
Section 1
Do you or any members of your household have any brokerage account(s) (including
American Express Brokerage accounts) in which you own directly or indirectly,
advise for others, have managed by another person(s), or participate in as a
member of an investment club?
[ ] YES (if yes, complete Section 2 listing all brokerage firm accounts
including American Express Brokerage accounts. Then complete section 3 and
4).
[ ] NO (if no, complete Section 3 and 4).
Section 2
<TABLE>
<CAPTION>
BROKERAGE ACCOUNT DETAIL
<S> <C> <C>
Brokerage Firm Name & Location of Branch Office Account Number Ownership (D, I, C, A, M)
____________________________________________ _______________ ________________________
____________________________________________ _______________ ________________________
____________________________________________ _______________ ________________________
</TABLE>
D = Direct
I = Indirect
C = Club
A = Advised
M=Managed
If more space is needed, please attach the additional information on a separate
page. Please sign and date any attached sheets.
Section 3
List any for-profit companies for which you are a member of the Board of
Directors (if none, please indicate):
_______________________________________________________________________________
_______________________________________________________________________________
<PAGE>
Section 4
By signing this document, I am certifying that the brokerage firms listed above
are the only brokerage firms where I hold accounts (directly, indirectly, club,
advised or managed) at this time. I also certify that I have made arrangements
with those firms to have duplicate confirmations and statements for any
brokerage activity conducted to be sent to American Express. I have done this by
informing Corporate Compliance in writing about the account so a letter
authorizing duplicate confirmations and statements can be sent to my broker.
I understand that failure to completely disclose all brokerage accounts and
provide Corporate Compliance duplicate confirmations and statements may result
in sanctions, which could include termination. If I open any new outside
brokerage accounts I will notify Corporate Compliance in writing before the
first trade is conducted. I also certify I have read and understand the American
Express insider trading policy and personal trading rules document and will
abide by them.
___________________________
Signature
__________________
Date
Note: We suggest that you check in with your brokerage firm semi-annually to
ensure they are continuing to send American Express duplicate confirmations and
statements.
Return to: Corporate Compliance--Personal Trade T20/95
<PAGE>
Personal Holdings Disclosure Form for Access Persons
Name: ___________________
ID Number: ________________
Routing: ___________________
o Fill in the security quantity, security name, and location of the security;
o List all stocks, bonds, options, and futures held at the commencement of
your employment with American Express.
o Attach (if available) a copy of a current brokerage statement(s). If not,
include detail on:
-- Quantity: The number of shares, bonds (par value), etc. held.
-- Security Description: The name of the issuer, investment type,
e.g. IBM stock.
-- Where held: the brokerage firm where the investment is located.
If held in certificate form, indicate it is a certificate.
o Do NOT list mutual funds.
o Write in "none" if you have no holdings to disclose; and,
o Route completed form to Corporate Compliance - Personal Trade, T20/95 no
later than 5 days after receiving this packet.
o Call Personal Trade 612-671-5196 with any questions.
Quantity Security Description Where held
____________ _____________________________ ____________________
____________ _____________________________ ____________________
____________ _____________________________ ____________________
____________ _____________________________ ____________________
____________ _____________________________ ____________________
If you need more space, please attach a sheet of paper. Be sure to sign and date
any attachment.
I hereby certify this list as complete:
_________________________________
Signature
__________________
Date
<PAGE>
407 Notification Form
Process
On the following page is the 407 Notification Form that is required to be
completed if you--or an immediate family member--maintains an external brokerage
account.
Please be sure to:
o Fill out the broker information section with the a full US Postal System
mailing address
o Fill out the access person information section. Be sure to include family
members' information if applicable
o Send the form to Corporate Compliance - Personal Trade T20/95 no later than
5 days after receiving this packet.
The Personal Trade team will generate an authorization letter within 48 business
hours of receipt of the form. The letter serves as notification to the external
brokerage firm to send duplicate confirmations and statements of activity
occurring in your account to our office.
If you have questions, please contact the Personal Trade Hotline 612-671-5196 or
send a Lotus Notes
addressed to: Personal Trading
<PAGE>
407 Notification Form
Date: ____________________
Brokerage Firm Name & Address:
____________________________________
____________________________________
____________________________________
____________________________________
Access Person's Information:
Access Person's Name: _______________________________
Name on Account: ____________________________________
(if different than access person's name i.e. spouse, child, trustee)
Account #: ___________________________________________
(if not established, write "NEW"):
Access Person's Social Security #: ________________________
Other individuals' SSN#s: ______________________________
(i.e. spouse, child, trustee if applicable):
Access Person's ID #: _________________________________
Access Person's Area Office or Corporate Office Routing: _____________________
You will receive a copy of the 407 letter for your records)
NOTE: In order to expedite the process, all of the above applicable lines must
be completed before submitting.
Send the form to Corporate Compliance - Personal Trade T20/95.
<PAGE>
Quarterly Non-Brokerage Certification Form - Sample
Have you or any member of your household participated in any of the types of
transactions listed below during the ___ quarter of _____?
o if no, you do not need to return this form unless you have a new AESS
account number to report on the front side of this form
o if yes, check the appropriate box below, provide the requested
information and return to Corporate Compliance no later than
_________________.
Do NOT include any AEFA products or plans, such as the Incentive Savings Plan
(ISP) or Direct U.S. Obligations (e.g. US Savings Bonds)
Please check all that apply & fill in as necessary:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Non-Brokerage Activity Description and Date Buy or sell or any Price
share/face amount of other acquisition or
security disposition
_____________________________________________________________________________________________________________________
[ ] Non AXP 401K, If spousal 401(k) list
Profit Sharing, or Co. only company name: NA NA NA
Stock Plan (e.g.: spouse's
contribution to 401k plan) __________________
_____________________________________________________________________________________________________________________
[ ] Dividend Reinvestment Activity
-outside of a retail brokerage account
(directly from the issuer or transfer
agent, e.g. DRIPS)
_____________________________________________________________________________________________________________________
[ ] Merger Activity
_____________________________________________________________________________________________________________________
[ ] Tender Offer
_____________________________________________________________________________________________________________________
[ ] Private Placement Activity
_____________________________________________________________________________________________________________________
[ ] Limited Partnership
_____________________________________________________________________________________________________________________
[ ] Other purchase or sales of securities not conducted through a broker, or
securities given or received via a gift (e.g., inherited stock, stock given to
charity)
_____________________________________________________________________________________________________________________
</TABLE>
_______________________________
Signature
___________________
Date
Return to Corporate Compliance at: T20/95 no later than __________________
