Exhibit p(2)
SFG293C
Rev: 5/1/00
CODE OF ETHICS FOR
SIGNATURE BROKER-DEALER SERVICES, INC.
Signature Broker-Dealer Services, Inc. and its affiliates (collectively
"SBDS"), have each adopted this Code of Ethics (the "Code") to specify and
prohibit certain types of personal securities transactions deemed to create a
conflict of interest and to establish reporting requirements and preventive
procedures pursuant to the provisions of Rule 17j-1(c)(1) under the Investment
Company Act of 1940 (the "1940 Act").
I. DEFINITIONS
A. An "Access Person" means any employee, Director or officer of SBDS
who, in the ordinary course of his or her business, makes,
participates in or obtains information regarding the purchase or sale
of Covered Securities for a Fund for which SBDS acts as distributor
or whose functions or duties as a part of the ordinary course of his
or her business relate to the making of any recommendation to such
Fund regarding the purchase or sale of securities or who serves as an
officer or Trustee/Director for any such Fund All Access Persons of
SBDS shall be advised they are considered such by the Review Officer.
B. "Beneficial Ownership" shall be interpreted subject to the provisions
of Rule 16a-1(a) (exclusive of Section (a)(1) of such Rule) of the
Securities Exchange Act of 1934, a copy of which is attached hereto.
C. "Control" shall have the same meaning as set forth in Section 2(a)(9)
of the 1940 Act.
D. "Covered Security" means a security as defined in section 2(a)(36) of
the Act, except that it does not include:
1. Direct obligations of the Government of the United States;
2. Bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements; and
3. Shares issued by open-end Funds.
E. A "Covered Security Held or to be Acquired by a Fund" means:
1. Any Covered Security which, within the most recent 15 days:
(a) Is or has been held by the Fund; or
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(b) Is being or has been considered by the Fund or its
investment adviser for purchase by the Fund; and
2. Any option to purchase or sell, and any security convertible
into or exchangeable for, a Covered Security described in (i) of
this section.
F. "Fund" means an investment company registered under the 1940 Act.
G. "Holdings Reports" are reports filed by Access Persons and contain
the following information:
1. the title, number of shares and principal amount of each Covered
Security in which the Access Person has any direct or indirect
beneficial ownership; and
2. the name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities were held
for the direct or indirect benefit of the Access Person; and
3. the date the report is submitted by the Access Person.
H. The "Review Officer" is the person designated by SBDS' Board of
Directors to monitor the overall compliance with this Code. Included
in the duties of the Review Officer is the review of all initial and
annual Holdings Reports and quarterly transaction reports and the
maintenance of the list of Access Persons. In the absence of any such
designation, the Review Officer shall be the General Counsel of SBDS
or Molly S. Mugler.
I. "Purchase or sale of a Covered Security" includes, among other
things, the writing of an option to purchase or sell a Covered
Security
II. STATEMENT OF GENERAL PRINCIPLES
The following general fiduciary principles shall govern the personal
investment activities of all Access Persons.
Each Access Person shall:
A. at all times, place the interests of Funds SBDS distributes before
his or her personal interests;
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B. conduct all personal securities transactions in a manner consistent
with this Code, so as to avoid any actual or potential conflicts of
interest, or an abuse of position of trust and responsibility; and
C. not take any inappropriate advantage of his or her position with SBDS
with respect to any Fund SBDS distributes.
It is unlawful for any affiliated person of or principal underwriter for a
Fund, or any affiliated person of a principal underwriter for a Fund, in
connection with the purchase or sale, directly or indirectly, by the
person of a Covered Security Held or to be Acquired by the Fund: (1) To
employ any device, scheme or artifice to defraud the Fund; (2) To make any
untrue statement of a material fact to the Fund or omit to state a
material fact necessary in order to make the statements made to the Fund,
in light of the circumstances under which they are made, not misleading;
(3) To engage in any act, practice or course of business that operates or
would operate as a fraud or deceit on the Fund; or (4) To engage in any
manipulative practice with respect to the Fund.
III. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES.
A. BLACKOUT PERIODS
No Access Person shall purchase or sell, directly or indirectly, any
Covered Security in which he or she has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership on
a day during which he or she knows or should have known a Fund has a
pending "buy" and "sell" order in that same security until that order
is executed or withdrawn.
B. EXEMPTED TRANSACTIONS
The prohibitions of Section III shall not apply to:
1. purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or control;
2. purchases or sales that are non-volitional on the part of the
Access Person, including mergers, recapitalizations or similar
transactions;
3. purchases which are part of an automatic dividend reinvestment
plan;
4. purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to
the extent such rights were acquired from such issuer, and sales
of such rights so acquired; and
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5. purchases and sales that receive prior approval in writing by
the Review Officer as (a) only remotely potentially harmful to a
Fund because they would be very unlikely to affect a highly
institutional market, (b) clearly not economically related to
the securities to be purchased or sold or held by a Fund or
client, and (c) not representing any danger of the abuses
proscribed by Rule 17j-1, but only if in each case the
prospective purchaser has identified to the Review Officer all
factors of which he or she is aware which are potentially
relevant to a conflict of interest analysis, including the
existence of any substantial economic relationship between his
or her transaction and securities held or to be held by a Fund.
IV. COMPLIANCE PROCEDURES
A. REPORTING
1. Quarterly Transaction Reports
(a) Coverage of Quarterly Transaction Reports: Each Access
Person shall, unless otherwise exempted, file with the
Review Officer confidential quarterly reports containing
the information required in section (b) below, with respect
to all transactions during the preceding quarter in any
Covered Securities in which such person has, or by reason
of such transaction acquires, any direct or indirect
beneficial ownership. All such Access Persons shall file
reports, even when no transactions have been effected,
representing that no transactions subject to reporting
requirements were effected.
(b) Filing of Quarterly Transaction Reports: Every report shall
be made no later than 10 days after the end of the calendar
quarter in which the transaction to which the report
relates was effected, and shall contain the following
information:
(i) the date of the transaction, the title, the interest
rate and maturity (if applicable), the number of
shares, and the principal amount of each Covered
Security involved;
(ii) the nature of the transaction (i.e., purchase, sale or
any other type of acquisition or disposition);
(iii) the price at which the transaction was effected;
(iv) the name of the broker, dealer or bank with or through
whom the transaction was effected;
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(v) the date that the report is submitted by the Access
Person; and
(vi) with respect to any account established by the Access
Person in which securities were held during the
quarter for the direct or indirect benefit of the
Access Person, the name of the broker, dealer or bank
with whom the Access Person established the account,
the date the account was established and the date the
report is submitted by the Access Person.
(c) Broker Confirmations/Account Statements: An Access Persons
may direct his or her brokers to supply the Review Officer
on a timely basis, duplicate copies of confirmations of all
personal transactions in Covered Securities. An Access
Person need not make a quarterly transaction report if the
report would duplicate information contained in duplicate
information contained in broker trade confirmations or
account statements received by the Review Officer in the
time period required if all the information required is
contained in the broker trade confirmations or account
statements or in the records of the Review Officer.
2. Initial Holdings Reports: All persons who become Access Persons
must file an initial Holdings Report with the Review Officer
within ten days after that person becomes an Access Person. The
information contained in the initial Holdings Report must be
current as of the date the person became and Access Person.
3. Annual Holdings Reports: All Access Persons, unless exempted,
must file an annual Holdings Report by the later of September 1
of each year or such earlier time as requested by the Review
Officer. The information contained in the annual Holdings Report
must be current as of a date no more than 30 days before the
report is submitted.
4. Exceptions from Reporting Requirements: No Access Person shall
be required to report transactions effected for any account over
which such Access Person has no direct or indirect influence or
control (except that such an Access Person must file a written
certification stating that he or she has no direct or indirect
influence or control over the account in question).
B. REVIEW
The Review Officer shall be responsible for reviewing transactions.
Before making a determination that a violation has been committed by
an Access Person, the Review Officer shall give such person an
opportunity to supply additional information regarding the
transaction in question.
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V. REVIEW BY THE PRESIDENT
At least annually, the Review Officer shall report to the President
regarding:
A. All existing procedures concerning Access Persons' personal trading
activities and any procedural changes made during the past year;
B. Any recommended changes to the Code or procedures; and
C. A summary of any violations which occurred during the past year with
respect to which significant remedial action was taken.
VI. SANCTIONS FOR VIOLATIONS BY ACCESS PERSONS
If the Review Officer determines that a violation of this Code has
occurred, he or she shall so advise the President who may advise the Board
of Directors and the President or the Board may impose such sanctions as
he or she or it deems appropriate, including, inter alia, disgorgement of
profits, censure, suspension or termination of the employment of the
violator. All material violations of the Code and any sanctions imposed as
a result thereto shall be reported periodically to the Board of Directors
of SBDS and the Board of Directors/Trustees of the Funds for which SBDS
acts as Distributor.
VII. MISCELLANEOUS
A. ACCESS PERSONS
The Review Officer will identify all Access Persons who are under a
duty to make reports to SBDS and will inform such persons of such
duty. Any failure by the Review Officer to notify any person of his
or her duties under this Code shall not relieve such person of his or
her obligations hereunder.
B. RECORDS
SBDS shall maintain records in the manner and to the extent set forth
below, which records may be maintained on microfilm under the
conditions described in Rule 31a-2(f) under the 1940 Act, and shall be
available for examination by representatives of the Securities and
Exchange Commission ("SEC"):
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1. a copy of this Code and any other code which is, or at any time
within the past five years has been, in effect shall be
preserved in an easily accessible place;
2. a record of any violation of this Code and of any action taken
as a result of such violation shall be preserved in an easily
accessible place for a period of not less than five years
following the end of the fiscal year in which the violation
occurs;
3. a copy of each report made pursuant to this Code shall be
preserved for a period of not less than five years from the end
of the fiscal year in which it is made, the first two years in
an easily accessible place; and
4. a list of all persons who are required, or within the past five
years have been required, to make reports pursuant to this Code
shall be maintained in an easily accessible place.
C. CONFIDENTIALITY
All reports of Covered Securities transactions and any other
information filed pursuant to this Code shall be treated as
confidential, except to the extent required by law.
D. INTERPRETATION OF PROVISIONS
The Board of Directors of SBDS may from time to time adopt such
interpretations of this Code as it deems appropriate.
SFG293c
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SFG293c
SIGNATURE BROKER-DEALER SERVICES, INC. AND ITS AFFILIATES
TRANSACTIONS REPORT
To: Molly S. Mugler, Senior Legal Counsel
From: _________________________
(Your Name)
This Transaction Report (the "Report") is submitted pursuant to the Code
of Ethics (the "Code") of Signature Broker-Dealer Services, Inc. and its
affiliates ("SBDS") and supplies (below) information with respect to
transactions in any security in which I may be deemed to have, or by reason of
such transaction acquire, any direct or indirect beneficial ownership interest
(whether or not such security is a security held or to be acquired by an
investment company administered or distributed by SBDS) for the calendar
quarter ended _____________.
Unless the context otherwise requires, all terms used in the Report shall
have the same meaning as set forth in the Code. For purposes of the Report,
beneficial ownership shall be interpreted subject to the provisions of the Code
and Rule 16a-1(a) (exclusive of Section (a)(1) of such Rule) of the Securities
Exchange Act of 1934.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Nature of
Transaction
(Whether Name of the
Purchase, Principal Broker, Dealer
Sale, or Amount of Price at Or Bank with
Other Type of Securities Which the Whom the Nature of
Name of Title of Date of Disposition Acquired or Transaction Transaction Ownership of
Fund Securities Transaction Or Acquisition Disposed of Was Effected Was Effected Securities*
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Name of Covered Securities Account Established in Last Quarter Date Account was Established
</TABLE>
I HEREBY CERTIFY THAT I (1) HAVE READ AND UNDERSTAND THE CODE OF SBDS, (2)
RECOGNIZE THAT I AM SUBJECT TO THE CODE, (3) HAVE DISCLOSED ALL SECURITIES
HOLDINGS AS REQUIRED, AND (4) THAT TO THE BEST OF MY KNOWLEDGE THE INFORMATION
FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
NAME (Print) _____________________________ DATE ____________________
SIGNATURE _________________________________________________
* If appropriate, you may disclaim beneficial ownership of any security listed
in this report.
[ ] Check here if you have arranged for duplicate confirmation statements to be
sent to the Review Officer. If so, no other information is required on thi
form.
<PAGE>
SIGNATURE BROKER-DEALER SERVICES, INC.
ACCESS PERSONS AS OF MARCH 31, 2000
NAME DATE BECAME REASON DESIGNATED AS ACCESS PERSON
ACCESS PERSON
------------------- ---------- --------------------------------------------
MOLLY S. MUGLER PRE-2000 OFFICER OF 59 WALL STREET FUNDS, CITIFUNDS
------------------- ---------- --------------------------------------------
PHILIP W. COOLIDGE PRE-2000 OFFICER OF 59 WALL STREET FUNDS, CITIFUNDS
------------------- ---------- --------------------------------------------
CHRISTINE D. DORSEY PRE-2000 OFFICER OF 59 WALL STREET FUNDS, CITIFUNDS
------------------- ---------- --------------------------------------------
JAMES E. HOOLAHAN PRE-2000 OFFICER OF 59 WALL STREET FUNDS, CITIFUNDS
------------------- ---------- --------------------------------------------
LINWOOD C. DOWNS PRE-2000 OFFICER OF CITIFUNDS
------------------- ---------- --------------------------------------------
SUSAN JAKUBOSKI PRE-2000 OFFICER OF 59 WALL STREET FUNDS, CITIFUNDS
------------------- ---------- --------------------------------------------
