Exhibit p(2)
PERSONAL INVESTMENT POLICY
FOR
SALOMON SMITH BARNEY INC.
IN CONNECTION WITH ITS ACTIVITY
AS DISTRIBUTOR OF
CERTAIN REGISTERED INVESTMENT COMPANIES
Salomon Smith Barney Inc. ("SSB") has adopted this policy on securities
transactions in order to provide policies and procedures consistent with Rule
17j-1 under the Investment Company Act of 1940 to prevent fraudulent or
manipulative practices with respect to purchases or sales of securities held or
to be acquired by those U.S. registered investment companies ("Funds") advised
or managed by SSB Citi Asset Management Group ("SSB Citi")1 for which SSB acts
as distributor. ALL DIRECTORS AND OFFICERS OF SSB WHO, IN THE ORDINARY COURSE
OF BUSINESS, MAKE, PARTICIPATE IN OR OBTAIN INFORMATION REGARDING, THE PURCHASE
OR SALE OF SECURITIES BY THE FUNDS, OR WHOSE FUNCTIONS OR DUTIES IN THE
ORDINARY COURSE OF BUSINESS RELATE TO THE MAKING OF ANY RECOMMENDATION TO THE
FUNDS REGARDING THE PURCHASE OR SALE OF SECURITIES AND WHO ARE NOT SUBJECT TO
THE SSB CITI PERSONAL INVESTMENT POLICY ARE COVERED PERSONS UNDER THIS POLICY.
I. STATEMENT OF PRINCIPLES - The fundamental standard to be followed in
personal securities transactions is that Covered Persons may not take
inappropriate advantage of their positions. All personal securities
transactions by Covered Persons shall adhere to the requirements of
this policy and shall be conducted in such a manner as to avoid any
actual or potential conflict of interest, the appearance of such a
conflict, or the abuse of the person's position of trust and
responsibility. While this policy is designed to address both
identified conflicts and potential conflicts, it cannot possibly be
written broadly enough to cover all potential situations. In this
regard, Covered Persons are expected to adhere not only to the letter,
but also the spirit of the policies contained herein.
Covered Persons are reminded that they also are subject to other
Citigroup policies, including policies on insider trading, the purchase
and sale of securities listed on any applicable SSB restricted list,
the receipt of gifts and service as a director of a publicly traded
company. Covered Persons must never trade in a security or commodity
while in possession of material, non-public information about the
issuer or the market for those securities or commodities, even if the
Covered Person has satisfied all other requirements of this policy.
The reputation of SSB and its employees for straightforward practices
and integrity is a priceless asset, and all employees have the duty and
obligation to support and maintain it when conducting their personal
securities transactions.
1 The investment advisory entities of SSB Citi covered by this policy include:
Salomon Brothers Asset Management Inc.; SSB Citi Fund Management LLC; Smith
Barney Asset Management Division of Salomon Smith Barney Inc.; Travelers
Investment Management Company; and the Citibank Global Asset Management
Division of Citibank, N.A. and Citicorp Trust, N.A.-California.
<PAGE>
II. APPLICABILITY - Each Covered Person must comply with all of the
provisions of this policy. The personal investment policies, procedures
and restrictions referred to herein also apply to a Covered Person's
spouse and minor children. The policies also apply to any other account
over which the Covered Person is deemed to have beneficial ownership.
This includes: accounts of any immediate family members sharing the
same household as the Covered Person; accounts of persons or other
third parties for whom the Covered Person exercises investment
discretion or gives investment advice; a legal vehicle in which the
Covered Person has a direct or indirect beneficial interest and has
power over investment decisions; accounts for the benefit of a third
party (e.g., a charity) which may be directed by the Covered Person
(other than in the capacity of an employee); and any account over which
the Covered Person may be deemed to have control. For a more detailed
description of beneficial ownership, see Exhibit A attached hereto.
These policies place certain restrictions on the ability of a Covered
Person to purchase or sell securities that are being or have been
purchased or sold by the Funds. The restrictions also apply to
securities that are "related" to a security being purchased or sold by
the Funds. A "related security" is one whose value is derived from the
value of another security (e.g., a warrant, option or an indexed
instrument).
SECURITIES are defined as stocks, notes, bonds, closed-end mutual
funds, debentures, and other evidences of indebtedness, including
senior debt, subordinated debt, investment contracts, commodity
contracts, futures and all derivative instruments such as options,
warrants and indexed instruments, or, in general, any interest or
instrument commonly known as a "security."
III. ENFORCEMENT - It is the responsibility of each Covered Person to act in
accordance with a high standard of conduct and to comply with the
policies and procedures set forth in this document. SSB takes seriously
its obligation to monitor the personal investment activities of its
employees. Any violation of this policy by Covered Persons will be
considered serious, and may result in disciplinary action, which may
include the unwinding of trades, disgorgement of profits, monetary fine
or censure, and suspension or termination of employment.
IV OPENING AND MAINTAINING EMPLOYEE ACCOUNTS - All employee brokerage
accounts, including spouse accounts, accounts for which the Covered
Person is deemed to have beneficial ownership, and any other accounts
over which the Covered Person and/or spouse exercise control, must be
maintained either at SSB or at Citicorp Investment Services ("CIS").2
For spouses or other persons who, by reason of their employment, are
required to conduct their securities, commodities or other financial
transactions in a manner inconsistent with this policy, or in other
exceptional circumstances, Covered Persons may submit a written request
for an exemption to the Compliance Department. If approval is granted,
copies of trade confirmations and monthly statements must be sent to
the Compliance Department. In addition, all other provisions of this
policy will apply.
V EXCLUDED ACCOUNTS AND TRANSACTIONS - The following types of
accounts/transactions need not be maintained at SSB or CIS, nor are
they subject to the other restrictions of this policy:
1. Accounts at outside mutual funds that hold only shares of
open-end funds purchased directly from that fund company.
2 This requirement will become effective as to all employees on a date to be
determined by the Compliance Department and may be subject to a phase-in
implementation process.
<PAGE>
Note: transactions relating to closed-end funds are subject
to the pre-clearance, blackout period and other restrictions
of this policy;
2. Estate or trust accounts in which a Covered Person or related
person has a beneficial interest, but no power to affect
investment decisions. There must be no communication between
the account(s) and the Covered Person with regard to
investment decisions prior to execution. The Covered Person
must direct the trustee/bank to furnish copies of
confirmations and statements to the Compliance Department;
3. Fully discretionary accounts managed by either an internal or
external registered investment adviser are permitted and may
be custodied away from SSB and CIS if (i) the Covered Person
receives permission from the Director of Compliance, and (ii)
there is no communication between the manager and the Covered
Person with regard to investment decisions prior to
execution. The Covered Person must designate that copies of
trade confirmations and monthly statements be sent to the
Compliance Department;
4. Covered Persons may participate in direct investment programs
which allow the purchase of securities directly from the
issuer without the intermediation of a broker/dealer provided
that the timing and size of the purchases are established by
a pre-arranged, regularized schedule (e.g., dividend
reinvestment plans). Covered Persons must pre-clear the
transaction at the time that the dividend reinvestment plan
is being set up. Covered Persons also must provide
documentation of these arrangements and direct periodic
(monthly or quarterly) statements to the Compliance
Department; and
5. In addition to the foregoing, the following types of
securities are exempted from pre-clearance, blackout periods,
reporting and short-term trading requirements: open-ended
mutual funds; open-end unit investment trusts; U.S. Treasury
bills, bonds and notes; mortgage pass-throughs (e.g. Ginnie
Maes) that are direct obligations of the U.S. government;
bankers acceptances; bank certificates of deposit; commercial
paper; and high quality short-term debt instruments (meaning
any instrument that has a maturity at issuance of less than
366 days and that is rated in one of the two highest rating
categories by a nationally recognized statistical rating
organization, such as S&P or Moody's), including repurchase
agreements.
VI. SECURITIES HOLDING PERIOD/SHORT-TERM TRADING - Securities transactions
must be for investment purposes rather than for speculation.
Consequently, employees may not profit from the purchase and sale, or
sale and purchase, of the same or equivalent securities within sixty
(60) calendar days, calculated on a First In, First Out (FIFO) basis
(i.e., the security may be sold on the 61st day). Citigroup securities
received as part of a Covered Person's compensation are not subject to
the 60-day holding period. All profits from short-term trades are
subject to disgorgement. However, with the prior written approval of
the Director of Compliance, and only in rare and/or unusual
circumstances, a Covered Person may execute a short-term trade that
results in a significant loss or in break-even status.
VII. PRE-CLEARANCE - Covered Persons must pre-clear all personal securities
transactions (see Section V for a listing of accounts, transactions and
securities that do not require pre-clearance). A copy of the
pre-clearance form is attached as Exhibit B. IN ADDITION, COVERED
<PAGE>
PERSONS ARE PROHIBITED FROM ENGAGING IN MORE THAN TWENTY (20)
TRANSACTIONS IN ANY CALENDAR MONTH, EXCEPT WITH THE PRIOR WRITTEN
APPROVAL FROM THE DIRECTOR OF COMPLIANCE. A transaction must not be
executed until the Covered Person has received the necessary approval.
Pre-clearance is valid only on the day it is given. If a transaction is
not executed on the day pre-clearance is granted, it is required that
pre-clearance be sought again on a subsequent day (i.e., open orders,
such as limit orders, good until cancelled orders and stop-loss orders,
must be pre-cleared each day until the transaction is effected). In
connection with obtaining approval for any personal securities
transaction, Covered Persons must describe in detail any factors that
might be relevant to an analysis of the possibility of a conflict of
interest. Any trade that violates the pre-clearance process may be
unwound at the Covered Person's expense, and the Covered Person will be
required to absorb any resulting loss and to disgorge any resulting
profit.
VIII BLACKOUT PERIODS - No Covered Person shall purchase or sell, directly
or indirectly, any security in which he/she has, or by reason of the
transaction acquires, any direct or indirect beneficial ownership if
he/she has knowledge at the time of such transaction that the security
is being purchased or sold, or is being considered for purchase or
sale, by a Fund. In addition, a Covered Person may not buy or sell any
securities for personal accounts on the same day that a Fund about
which the Covered Person is likely to have trading or portfolio
information (as determined by the Compliance Department) trades in that
security.
Any violation of the foregoing provision will require the Covered
Person's trade to be unwound, with the Covered Person absorbing any
resulting loss and disgorging any resulting profit. Please be reminded
that, regardless of the provisions set forth above, all employees are
always prohibited from effecting personal securities transactions based
on material, non-public information.
Blackout period requirements shall not apply to any purchase or sale,
or series of related transactions involving the same or related
securities, involving 500 or fewer shares in the aggregate if the
issuer has a market capitalization (outstanding shares multiplied by
the current price per share) greater than $10 billion and is listed on
a U.S. Stock Exchange or NASDAQ. Note: Pre-clearance is still required.
Under certain circumstances, the Compliance Department may determine
that a Covered Person may not rely upon this "Large Cap/De Minimis"
exemption. In such a case, the Covered Person will be notified prior to
or at the time the pre-clearance request is made.
IX. PROHIBITED TRANSACTIONS - The following transactions by Covered Persons
are prohibited without the prior written approval from the Compliance
Director:
1. The purchase of private placements; and
2. The acquisition of any securities in an initial public
offering (new issues of municipal debt securities may be
acquired subject to the other requirements of this policy
(e.g., pre-clearance).)
X. TRANSACTIONS IN OPTIONS AND FUTURES - Covered Persons may buy or sell
derivative instruments such as individual stock options, options and
futures on indexes and options and futures on fixed-income securities,
and may buy or sell physical commodities and futures and forwards on
such commodities. These transactions must comply with all of the
policies and restrictions described in this policy, including
pre-clearance, blackout periods, transactions in Citigroup securities
and the 60-day holding period. However, the 60-day holding period does
not apply to individual stock options that are part of a hedged
position where the underlying stock has been held for more than 60 days
and the entire position (including the underlying security) is closed
out.
<PAGE>
XI. PROHIBITED RECOMMENDATIONS - No Covered Person shall recommend or
execute any securities transaction by any Fund without having
disclosed, in writing, to SSB Citi's Chief Investment Officer, or
designee, any direct or indirect interest in such securities or
issuers, except for those securities purchased pursuant to the "Large
Cap/De Minimis" exemption described in Section VIII above. Prior
written approval of such recommendation or execution also must be
received from the Chief Investment Officer, or designee. The interest
in personal accounts could be in the form of:
1. Any direct or indirect beneficial ownership of any securities
of such issuer;
2. Any contemplated transaction by the person in such
securities;
3. Any position with such issuer or its affiliates; or
4. Any present or proposed business relationship between such
issuer or its affiliates and the person or any party in which
such person has a significant interest.
XII. TRANSACTIONS IN CITIGROUP SECURITIES - Unless a Covered Person is a
member of a designated group subject to more restrictive provisions, or
is otherwise notified to the contrary, the Covered Person may trade in
Citigroup securities without restriction (other than the pre-clearance
and other requirements of this policy), subject to the limitations set
forth below.
Covered Persons whose jobs are such that they know about
Citigroup's quarterly earnings prior to release may not engage in
any transactions in Citigroup securities during the "blackout
periods" beginning on the first day of a calendar quarter and
ending on the second business day following the release of
earnings for the prior quarter.
Stock option exercises are permitted during a blackout period
(but the simultaneous exercise of an option and sale of the
underlying stock is prohibited). With regard to exchange traded
options, no transactions in Citigroup options are permitted
except to close or roll an option position that expires during a
blackout period. Charitable contributions of Citigroup securities
may be made during the blackout period, but an individual's
private foundation may not sell donated Citigroup common stock
during the blackout period. "Good `til cancelled" orders on
Citigroup stock must be cancelled before entering a blackout
period and no such orders may be entered during a blackout
period.
No Covered Person may engage at any time in any personal
transactions in Citigroup securities while in possession of
material non-public information. Investments in Citigroup
securities must be made with a long-term orientation rather than
for speculation or for the generation of short-term trading
profits. In addition, please note that Covered Persons may not
engage in the following transactions:
+ Short sales of Citigroup securities;
+ Purchases or sales of options ("puts" or "calls") on
Citigroup securities, except writing a covered call at a time
when the securities could have been sold under this policy;
+ Purchases or sales of futures on Citigroup securities; or
<PAGE>
+ Any transactions relating to Citigroup securities that might
reasonably appear speculative.
The number of Citigroup shares a Covered Person is entitled to in
the Citigroup Stock Purchase Plan is not treated as a long stock
position until such time as the Covered Person has given
instructions to purchase the shares of Citigroup. Thus, Covered
Persons are not permitted to use options to hedge their financial
interest in the Citigroup Stock Purchase Plan.
Contributions into the firm's 401(k) Plan are not subject to the
restrictions and prohibitions described in this policy.
XIII. ACKNOWLEDGEMENT AND REPORTING REQUIREMENTS - All new Covered Persons
must certify that they have received a copy of this policy, and have
read and understood its provisions. In addition, all Covered Persons
must:
1. Acknowledge receipt of the policy and any modifications
thereof, in writing (see Exhibit C for the form of
Acknowledgement);
2. Within 10 days of becoming a Covered Person, disclose in
writing all information with respect to all securities
beneficially owned and any existing personal brokerage
relationships (Covered Persons must also disclose any new
brokerage relationships whenever established). Such
information should be provided on the form attached as
Exhibit D;
3. Direct their brokers to supply, on a timely basis, duplicate
copies of confirmations of all personal securities
transactions (Note: this requirement may be satisfied through
the transmission of automated feeds);
4. Within 10 days after the end of each calendar quarter,
provide information relating to securities transactions
executed during the previous quarter for all securities
accounts (Note: this requirement may be satisfied through
the transmission of automated feeds);
5. Submit an annual holdings report containing similar
information that must be current as of a date no more than 30
days before the report is submitted, and confirm at least
annually all brokerage relationships and any and all outside
business affiliations (Note: this requirement may be
satisfied through the transmission of automated feeds or the
regular receipt of monthly brokerage statements); and
6. Certify on an annual basis that he/she has read and
understood the policy, complied with the requirements of the
policy and that he/she has pre-cleared and disclosed or
reported all personal securities transactions and securities
accounts required to be disclosed or reported pursuant to the
requirements of the policy.
DISCLAIMER OF BENEFICIAL OWNERSHIP - The reports described in Items 4
and 5 above may contain a statement that the reports shall not be
construed as an admission by the person making the reports that he/she
has any direct or indirect beneficial ownership in the securities to
which the reports relate.
XIV. HANDLING OF DISGORGED PROFITS - Any amounts that are paid/disgorged by
a Covered Person under this policy shall be donated by SSB to one or
more charities. Amounts donated may be aggregated by SSB and paid to
such charity or charities at the end of each year.
<PAGE>
XV. CONFIDENTIALITY - All information obtained from any Covered Person
pursuant to this policy shall be kept in strict confidence, except that
such information will be made available to the Securities and Exchange
Commission or any other regulatory or self-regulatory organization or
to the Fund Boards of Directors to the extent required by law,
regulation or this policy.
XVI. OTHER LAWS, RULES AND STATEMENTS OF POLICY - Nothing contained in this
policy shall be interpreted as relieving any person subject to the
policy from acting in accordance with the provision of any applicable
law, rule or regulation or any statement of policy or procedure
governing the conduct of such person adopted by Citigroup, its
affiliates and subsidiaries.
XVII. RETENTION OF RECORDS - All records relating to personal securities
transactions hereunder and other records meeting the requirements of
applicable law, including a copy of this policy and any other policies
covering the subject matter hereof, shall be maintained in the manner
and to the extent required by applicable law, including Rule 17j-1
under the 1940 Act. The Compliance Department shall have the
responsibility for maintaining records created under this policy.
XVIII. MONITORING - SSB takes seriously its obligation to monitor the personal
investment activities of its employees and to review the periodic
reports of all Covered Persons. Employee personal investment
transaction activity will be monitored by the Compliance Department.
All noted deviations from the policy requirements will be referred back
to the employee for follow-up and resolution (with a copy to be
supplied to the employee's supervisor).
XIX. EXCEPTIONS TO THE POLICY - Any exceptions to this policy must have the
prior written approval of the Director of Compliance. Any questions
about this policy should be directed to the Compliance Department.
XX. BOARD REVIEW - Fund Management and SSB shall provide to the Board of
Directors of each Fund, on a quarterly basis, a written report of all
material violations of this policy, and at least annually, a written
report and certification meeting the requirements of Rule 17j-1 under
the 1940 Act.
XXI. AMENDMENTS - Unless otherwise noted herein, this policy shall become
effective as to all Covered Persons on July 5, 2000. This policy may be
amended from time to time by the Compliance Department. Any material
amendment of this policy shall be submitted to the Board of Directors
of each Fund for approval in accordance with Rule 17j-1 under the 1940
Act.
July 5, 2000
<PAGE>
EXHIBIT A
EXPLANATION OF BENEFICIAL OWNERSHIP
You are considered to have "Beneficial Ownership" of Securities if you have or
share a direct or indirect "Pecuniary Interest" in the Securities.
You have a "Pecuniary Interest" in Securities if you have the opportunity,
directly or indirectly, to profit or share in any profit derived from a
transaction in the Securities.
The following are examples of an indirect Pecuniary Interest in 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
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 Securities held by a general
or limited partnership.
3. Your interest as a manager-member in the Securities held by a
limited liability company.
You do not have an indirect Pecuniary Interest in 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 Securities held by the entity.
The following circumstances constitute Beneficial Ownership by you of
Securities held by a trust:
1. Your ownership of 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.
The foregoing is a summary of the meaning of "beneficial ownership". For
purposes of the attached policy, "beneficial ownership" shall be interpreted in
the same manner as it would be in determining whether a person is subject to
the provisions of Section 16 of the Securities Exchange Act of 1934 and the
rules and regulations thereunder
<PAGE>
SALOMON SMITH BARNEY INC. ("SSB") EXHIBIT B
COVERED PERSON TRADE PRE-APPROVAL FORM
(PAGE 1)
INSTRUCTIONS:
Covered Persons are required to submit this form to the Compliance Department
of SSB Citi Asset Management Group ("SSB Citi") prior to placing a trade. The
Compliance Department will notify the Covered Person as to whether or not
pre-approval is granted. Pre-approval is effective only on the date granted.
I. COVERED PERSON INFORMATION
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Covered Person Name: Phone Number:
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Account Title:
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Account Number:
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Fund(s) for which employee is a Covered Person:
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II. SECURITY INFORMATION
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
IPO []Yes []No PRIVATE PLACEMENT []Yes []No
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Security Name Security Type-e.g., Ticker Buy/Sell If Sale, Date First No. Large Cap
common stock, etc. Acquired1 Shares/Units Stock?2
---------------------------------------------------------------------------------------------------------
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</TABLE>
III. CERTIFICATION
I certify that I will not effect the transaction(s) described above unless and
until pre-clearance approval is obtained from the Compliance Department. I
further certify that, except as described on an attached page, to the best of
my knowledge, the proposed transaction(s) will not result in a conflict of
interest with any Fund managed by SSB Citi. I further certify that, to the best
of my knowledge, there are no pending orders for any security listed above or
any related security for any Funds for which I am considered a Covered Person.
The proposed transaction(s) are consistent with all firm policies regarding
employee personal securities transactions.
SIGNATURE________________________________ DATE______________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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FOR USE BY THE COMPLIANCE DEPARTMENT
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[] Yes [] No [] Yes [] No Reason not granted:
ARE SECURITIES RESTRICTED? PRE-APPROVAL GRANTED?
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COMPLIANCE DEPARTMENT SIGNATURE: Date: Time:
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</TABLE>
1. All securities sold must have been held for at least 60 days.
2. For purposes of SSB's personal trading policies, a Large Cap Exemption
applies to transactions involving 500 or fewer shares in aggregate and the
stock is one that is listed on a U.S. stock exchange or NASDAQ and whose
issuer has a market capitalization (outstanding shares multiplied by
current price) of more than $10 billion.
<PAGE>
PERSONAL INVESTMENT POLICY EXHIBIT C
FOR
SALOMON SMITH BARNEY INC.
IN CONNECTION WITH ITS ACTIVITY AS DISTRIBUTOR
OF
CERTAIN REGISTERED INVESTMENT COMPANIES
ACKNOWLEDGMENT
I acknowledge that I have received and read the Personal Investment Policy For
Salomon Smith Barney Inc. in connection with its activity as Distributor of
Certain Registered Investment Companies dated July 5, 2000. I understand the
provisions of the Personal Investment Policy as described therein and agree to
abide by them.
COVERED PERSON NAME (PRINT): ___________________________
SIGNATURE: ___________________________
DATE: ___________________________
-------------------------------------------------------------------------------
SOCIAL SECURITY NUMBER: DATE OF HIRE:
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JOB FUNCTION & TITLE: SUPERVISOR:
-------------------------------------------------------------------------------
LOCATION:
-------------------------------------------------------------------------------
FLOOR AND/OR ZONE: TELEPHONE
NUMBER:
-------------------------------------------------------------------------------
NASD REGISTERED EMPLOYEE (Please check one) [] Yes [] No
-------------------------------------------------------------------------------
If REGISTERED, list Registration License:
-------------------------------------------------------------------------------
This Acknowledgment form must be completed and returned to the Compliance
Department of Salomon Smith Barney Inc., 7 World Trade Center, 30th floor, New
York, NY 10048.
<PAGE>
EXHIBIT D
SALOMON SMITH BARNEY INC. PERSONAL INVESTMENT POLICY
FINANCIAL SERVICES FIRM DISCLOSURE AND INITIAL REPORT OF SECURITIES HOLDINGS
THIS REPORT MUST BE SIGNED, DATED AND RETURNED WITHIN 10 DAYS OF EMPLOYMENT TO
THE COMPLIANCE DEPARTMENT OF SALOMON SMITH BARNEY INC., 7 WORLD TRADE CENTER,
30TH FLOOR
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COVERED PERSON NAME: ______________________ DATE OF EMPLOYMENT: ______________
-------------------------------------------------------------------------------
BROKERAGE ACCOUNTS:
[] I do not have a beneficial interest in any account(s) with any financial
services firm.
[] I maintain the following account(s) with the financial services firm(s)
listed below (attach additional information if necessary-e.g., a brokerage
statement). Please include the information required below for any broker,
dealer or bank where an account is maintained which holds securities for
your direct or indirect benefit as of the date you began your employment.
<TABLE>
<CAPTION>
<S> <C> <C>
-------------------------------------------------------------------------------------------------
Name of Financial Service(s) Firm and Address Account Title Account Number
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
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</TABLE>
SECURITIES HOLDINGS:
Complete the following (or attach a copy of your most recent statement(s))
listing all of your securities holdings, with the exception of open-ended
mutual funds and U.S Government securities if:
o You own securities which are held by financial services firm(s) as
described above. If you submit a copy of a statement, it must include all
of the information set forth below. Please be sure to include any
additional securities purchased since the date of the brokerage statement
which is attached. Use additional sheets if necessary.
o Your securities are not held with a financial service(s) firm (e.g.,
dividend reinvestment programs and private placements).
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
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Title of Security Ticker Symbol # of Shares Principal Amt. Held Since Financial Services Firm
--------------------------------------------------------------------------------------------------------
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</TABLE>
[] I have no securities holdings to report.
I certify that I have received the Salomon Smith Barney Inc. Personal
Investment Policy and have read it and understood its contents. I further
certify that the above represents a complete and accurate description of my
brokerage account(s) and securities holdings as of my date of employment.
Signature:___________________________ Date of Signature: _______________
