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CONFIDENTIAL INFORMATION AND
SECURITIES TRADING POLICY
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CONTENTS
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INTRODUCTION ............................................................................ 1
PART I
APPLICABLE TO ALL ASSOCIATES
SECTION ONE
CONFIDENTIAL INFORMATION.................................................... 2
-Types of Confidential Information.......................................... 2
-Rules for Protecting Confidential Information.............................. 3
-Supplemental Procedures.................................................... 4
SECTION TWO
INSIDER TRADING AND TIPPING................................................. 5
-Legal Prohibitions......................................................... 5
-Mellon's Policy............................................................ 6
SECTION THREE
RESTRICTIONS ON THE FLOW OF INFORMATION
WITHIN MELLON (THE "CHINESE WALL").......................................... 7
-Rules for Maintaining the Chinese Wall..................................... 7
-Reporting Receipt of Material Nonpublic Information........................ 8
-Functions "Above the Wall"................................................. 9
-Supplemental Procedures.................................................... 9
SECTION FOUR
RESTRICTIONS ON TRANSACTIONS IN MELLON SECURITIES...........................10
-Beneficial Ownership.......................................................11
SECTION FIVE
RESTRICTIONS ON TRANSACTIONS IN OTHER SECURITIES............................12
SECTION SIX
CLASSIFICATION OF ASSOCIATES................................................14
-Insider Risk Associate.....................................................14
-Investment Associate.......................................................15
-Other Associate............................................................15
PART II
APPLICABLE TO INSIDER
RISK ASSOCIATES ONLY ............................................................................16
-Prohibition on Investments in Securities of Financial
Services Organizations....................................................16
-Conflict of Interest.......................................................17
-Preclearance for Personal Securities Transactions..........................17
-Personal Securities Transactions Reports...................................19
-Confidential Treatment.....................................................19
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PART III
APPLICABLE TO INVESTMENT
ASSOCIATES ONLY ............................................................................20
-Special Standards of Conduct for Investment Associates.....................20
-Preclearance for Personal Securities Transactions..........................21
-Personal Securities Transactions Reports...................................23
-Confidential Treatment.....................................................24
PART IV
APPLICABLE TO OTHER
ASSOCIATES ONLY ............................................................................25
-Preclearance for Personal Securities Transactions..........................25
-Personal Securities Transactions Reports...................................25
-Restrictions on Transactions in Other Securities...........................25
-Confidential Treatment.....................................................26
PART V
APPLICABLE TO NONMANAGEMENT
BOARD MEMBERS ............................................................................27
-Nonmanagement Board Member.................................................27
-Standards of Conduct for Nonmanagement Board Member........................27
-Preclearance for Personal Securities Transactions..........................28
-Personal Securities Transactions Reports...................................29
-Confidential Treatment.....................................................29
GLOSSARY Definitions.................................................................30
INDEX OF EXHIBITS ............................................................................33
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INTRODUCTION
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Mellon Bank Corporation ("Mellon") and its associates, and the registered
investment companies for which The Dreyfus Corporation ("Dreyfus") and/or
Mellon serves as investment adviser, sub-investment adviser or
administrator, are subject to certain laws and regulations governing the
use of confidential information and personal securities trading. Mellon has
developed this CONFIDENTIAL INFORMATION AND SECURITIES TRADING POLICY (THE
"POLICY") to establish specific standards to promote compliance with
applicable laws. Further, the Policy is intended to protect Mellon's
business secrets and proprietary information as well as that of its
customers and any entity for which it acts in a fiduciary capacity.
The Policy set forth procedures and limitations which govern the personal
securities transactions of every Mellon associate and certain other
individuals associated with the registered investment companies for which
Dreyfus and/or Mellon serves as investment adviser, sub-investment adviser
or administrator. The Policy is designed to reinforce Mellon's reputation
for integrity by avoiding even the appearance of impropriety in the conduct
of Mellon's business.
Associates should be aware that they may be held personally liable for any
improper or illegal acts committed during the course of their employment,
and that "ignorance of the law" is not a defense. Associates may be subject
to civil penalties such as fines, regulatory sanctions including
suspensions, as well as criminal penalties.
Associates outside the United States are also subject to applicable laws of
foreign jurisdictions, which may differ substantially from U.S. law and
which may subject such associates to additional requirements. Such
associates must comply with applicable requirements of pertinent foreign
laws as well as with the provisions of the Policy. To the extent any
particular portion of the Policy is inconsistent with foreign law,
associates should consult the General Counsel or the Manager of Corporate
Compliance.
Any provision of this Policy may be waived or exempted at the discretion of
the Manager of Corporate Compliance. Any such waiver or exemption will be
evidenced in writing and maintained in the Risk Management and Compliance
Department.
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Associates must read the Policies and MUST COMPLY with them. Failure
to comply with the provisions of the Policies may result in the
imposition of serious sanctions, including but not limited to
disgorgement of profits, dismissal, substantial personal liability and
referral to law enforcement agencies or other regulatory agencies.
Associates should retain the Policies in their records for future
reference. Any questions regarding the Policies should be referred to
the Manager of Corporate Compliance or his/her designee.
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PART I - APPLICABLE TO ALL ASSOCIATES
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SECTION ONE
CONFIDENTIAL INFORMATION
As an associate you may receive information about Mellon, its customers and
other parties that, for various reasons, should be treated as confidential.
All associates are expected to strictly comply with measures necessary to
preserve the confidentiality of information.
TYPES OF CONFIDENTIAL INFORMATION - Although it is impossible to provide an
exhaustive list of information that should remain confidential, the
following are examples of the general types of confidential information
that associates might receive in the ordinary course of carrying out their
job responsibilities.
- INFORMATION OBTAINED FROM BUSINESS RELATIONS - An associate might receive
confidential information regarding customers or other parties with whom
Mellon has business relationships. If released, such information could have
a significant effect on their operations, their business reputations or the
market price of their securities. Disclosing such information could expose
both the associate and Mellon to liability for damages.
- MELLON FINANCIAL INFORMATION - An associate might receive financial
information regarding Mellon before such information has been disclosed to
the public. It is the policy of Mellon to disclose all material corporate
information to the public in such a manner that all those who are
interested in Mellon and its securities have equal access to the
information. Disclosing such information to unauthorized persons could
subject both the associate and Mellon to liability under the federal
securities laws.
- MELLON PROPRIETARY INFORMATION - Certain nonfinancial information developed
by Mellon - such as business plans, customer lists, methods of doing
business, computer software, source codes, databases and related
documentation - constitutes valuable Mellon proprietary information.
Disclosure of such information to unauthorized persons could harm, or
reduce a benefit to, Mellon and could result in liability for both the
associate and Mellon.
- MELLON EXAMINATION INFORMATION - Banks and certain other Mellon
subsidiaries are periodically examined by regulatory agencies. Certain
reports made by those regulatory agencies are the property of those
agencies and are strictly confidential. Giving information from these
reports to anyone not officially connected with Mellon is a criminal
offense.
- PORTFOLIO MANAGEMENT INFORMATION - Portfolio management information
relating to investment accounts or funds managed by Mellon or Dreyfus,
including investment decisions or strategies developed for the benefit of
investment companies advised by Dreyfus, is for the benefit of such account
or fund. Disclosure or exploitation of such information by an associate in
an unauthorized manner may cause detriment to such accounts or funds and
may subject the associate to liability under the federal securities laws.
2
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RULES FOR PROTECTING CONFIDENTIAL INFORMATION - The following are some
basic rules to follow to protect confidential information.
- LIMITED COMMUNICATION TO OUTSIDERS - Confidential information should not be
communicated to anyone outside Mellon, except to the extent they need to
know the information in order to provide necessary services to Mellon.
- LIMITED COMMUNICATION TO INSIDERS - Confidential information should not be
communicated to other associates, except to the extent they need to know
the information to fulfill their job responsibilities and their knowledge
of the information is not likely to result in misuse or a conflict of
interest. In this regard, Mellon has established specific restrictions with
respect to material nonpublic information in order to separate and insulate
different functional areas and personnel within Mellon. Please refer to
Section Three, "Restrictions on The Flow of Information Within Mellon" (The
"Chinese Wall").
- CORPORATE USE ONLY - Confidential information should be used only for
Corporate purposes. Under no circumstances may an associate use it,
directly or indirectly, for personal gain or for the benefit of any outside
party who is not entitled to such information.
- OTHER CUSTOMERS - Where appropriate, customers should be made aware that
associates will not disclose to them other customers' confidential
information or use the confidential information of one customer for the
benefit of another.
- NOTIFICATION OF CONFIDENTIALITY - When confidential information is
communicated to any person, either inside or outside Mellon, they should be
informed of the information's confidential nature and the limitations on
its further communication.
- PREVENTION OF EAVESDROPPING - Confidential matters should not be discussed
in public or in places, such as in building lobbies, restaurants or
elevators, where unauthorized persons may overhear. Precautions, such as
locking materials in desk drawers overnight, stamping material
"Confidential" and delivering materials in sealed envelopes, should be
taken with written materials to ensure they are not read by unauthorized
persons.
- DATA PROTECTION - Data stored on personal computers and diskettes should be
properly secured to ensure they are not accessed by unauthorized persons.
Access to computer files should be granted only on a need-to-know basis. At
a minimum, associates should comply with applicable Mellon policies on
electronic data security.
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- CONFIDENTIALITY AGREEMENTS - Confidentiality agreements to which Mellon is
a party must be complied with in addition to, but not in lieu of, this
Policy. Confidentiality agreements that deviate from commonly used forms
should be reviewed in advance by the Legal Department.
- CONTACT WITH THE PUBLIC - All contacts with institutional shareholders or
securities analysts about Mellon must be made through the Investor
Relations Division of the Finance Department. All contacts with the media
and all speeches or other public statements made on behalf of Mellon or
about Mellon's businesses must be cleared in advance by Corporate Affairs.
In speeches and statements not made on behalf of Mellon, care should be
taken to avoid any implication that Mellon endorses the views expressed.
SUPPLEMENTAL PROCEDURES - Mellon entities, departments, divisions and
groups should establish their own supplemental procedures for protecting
confidential information, as appropriate. These procedures may include:
- establishing records retention and destruction policies;
- using code names;
- limiting the staffing of confidential matters (for example, limiting the
size of working groups and the use of temporary employees, messengers and
word processors); and
- requiring written confidentiality agreements from certain associates.
ANY SUPPLEMENTAL PROCEDURES SHOULD BE USED ONLY TO PROTECT CONFIDENTIAL
INFORMATION AND NOT TO CIRCUMVENT APPROPRIATE REPORTING AND RECORDKEEPING
REQUIREMENTS.
4
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SECTION TWO
INSIDER TRADING AND TIPPING
LEGAL PROHIBITIONS - Federal securities laws generally prohibit the trading
of securities while in possession of "material nonpublic" information
regarding the issuer of those securities (insider trading). Any person who
passes along the material nonpublic information upon which a trade is based
(tipping) may also be liable.
"MATERIAL" - Information is material if there is a substantial likelihood
that a reasonable investor would consider it important in deciding whether
to buy, sell or hold securities. Obviously, information that would affect
the market price of a security would be material. Examples of information
that might be material include:
- a proposal or agreement for a merger, acquisition or divestiture, or for
the sale or purchase of substantial assets;
- tender offers, which are often material for the party making the tender
offer as well as for the issuer of the securities for which the tender
offer is made;
- dividend declarations or changes;
- extraordinary borrowings or liquidity problems;
- defaults under agreements or actions by creditors, customers or suppliers
relating to a company's credit standing;
- earnings and other financial information, such as large or unusual
write-offs, write-downs, profits or losses;
- pending discoveries or developments, such as new products, sources of
materials, patents, processes, inventions or discoveries of mineral
deposits;
- a proposal or agreement concerning a financial restructuring;
- a proposal to issue or redeem securities, or a development with respect to
a pending issuance or redemption of securities;
- a significant expansion or contraction of operations;
- information about major contracts or increases or decreases in orders;
- the institution of, or a development in, litigation or a regulatory
proceeding;
- developments regarding a company's senior management;
- information about a company received from a director of that company; and
- information regarding a company's possible noncompliance with environmental
protection laws.
This list is not exhaustive. All relevant circumstances must be considered
when determining whether an item of information is material.
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"NONPUBLIC" - Information about a company is nonpublic if it is not
generally available to the investing public. Information received under
circumstances indicating that it is not yet in general circulation and
which may be attributable, directly or indirectly, to the company or its
insiders is likely to be deemed nonpublic information.
If an associate can refer to some public source to show that the
information is generally available (that is, available not from inside
sources only) and that enough time has passed to allow wide dissemination
of the information, the information is likely to be deemed public. While
information appearing in widely accessible sources - such as newspapers -
becomes public very soon after publication, information appearing in less
accessible sources - such as regulatory filings - may take up to several
days to be deemed public. Similarly, highly complex information might take
longer to become public than would information that is easily understood by
the average investor.
MELLON'S POLICY - Associates who possess material nonpublic information
about a company - whether that company is Mellon, another Mellon entity, a
Mellon customer or supplier, or other company - may not trade in that
company's securities, either for their own accounts or for any account over
which they exercise investment discretion. In addition, associates may not
recommend trading in those securities and may not pass the information
along to others, except to associates who need to know the information in
order to perform their job responsibilities with Mellon. These prohibitions
remain in effect until the information has become public.
Associates who have investment responsibilities should take appropriate
steps to avoid receiving material nonpublic information. Receiving such
information could create severe limitations on their ability to carry out
their responsibilities to Mellon's fiduciary customers.
Associates managing the work of consultants and temporary employees who
have access to the types of confidential information described in this
Policy are responsible for ensuring that consultants and temporary
employees are aware of Mellon's policy and the consequences of
noncompliance.
Questions regarding Mellon's policy on material nonpublic information, or
specific information that might be subject to it, should be referred to the
General Counsel.
6
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SECTION THREE
RESTRICTIONS ON THE FLOW OF
INFORMATION WITHIN MELLON
(THE "CHINESE WALL")
As a diversified financial services organization, Mellon faces unique
challenges in complying with the prohibitions on insider trading and
tipping of material nonpublic information and misuse of confidential
information. This is because one Mellon unit might have material nonpublic
information about a company while other Mellon units may have a desire, or
even a fiduciary duty, to buy or sell that company's securities or
recommend such purchases or sales to customers. To engage in such
broad-ranging financial services activities without violating laws or
breaching Mellon's fiduciary duties, Mellon has established a "Chinese
Wall" policy applicable to all associates. The "Chinese Wall" separates the
Mellon units or individuals that are likely to receive material nonpublic
information (Potential Insider Functions) from the Mellon units or
individuals that either trade in securities - for Mellon's account or for
the accounts of others - or provide investment advice (Investment
Functions).
EXAMPLES OF POTENTIAL INSIDER FUNCTIONS - Potential Insider Functions
include, among others, certain commercial lending, corporate finance, and
credit policy areas. Insider Risk Associates (see Section Six, "Insider
Risk Associates") should consider themselves to be in Potential Insider
Functions unless their particular job responsibilities clearly indicate
otherwise.
EXAMPLES OF INVESTMENT FUNCTIONS - Investment Functions include, among
others, securities sales and trading, investment management and advisory
services, investment research and various trust or fiduciary functions.
RULES FOR MAINTAINING THE "CHINESE WALL" - Without the prior approval of
the General Counsel, material nonpublic information obtained by anyone in a
Potential Insider Function should not be communicated to anyone in an
Investment Function. To reduce the risk of material nonpublic information
being communicated, communications between these associates in these
functions must be limited to the maximum extent consistent with valid
business needs.
PARTICULAR RULES -
- FILE RESTRICTIONS - Associates in Investment Functions must not have access
to commercial credit files, corporate finance files, or any other Potential
Insider Function files that might contain material nonpublic information.
All such files that contain material nonpublic information should be marked
as "Confidential" and, if feasible, segregated from nonconfidential files.
- ELECTRONIC DATA - Associates in Investment Functions must not have access
to personal computer or word processing files of associates in Potential
Insider Functions.
- MEETINGS - Associates in Investment Functions must not attend meetings
between customers and associates in Potential Insider Functions unless
appropriate steps have been taken to ensure that material nonpublic
information will not be disclosed or discussed.
- COMMITTEE SERVICE - Without the prior approval of the General Counsel,
associates other than those "Above the Wall" (see page 9) must not serve
simultaneously on a committee having responsibility for any Investment
Function and a committee having responsibility for any Potential Insider
Function.
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- INFORMATION REQUESTS - Requests for nonmaterial information or public
information across the "Chinese Wall" should be made in writing to an
appropriate associate in the applicable area. Associates sending or
receiving such a request should resolve any questions regarding the
materiality or nonpublic nature of the requested information by consulting
their department head, who will contact the General Counsel, as
appropriate.
- INFORMATION BACKFLOW - Associates should take care to avoid inadvertent
backflow of information that may be interpreted as the prohibited
communication of material nonpublic information. For example, the mere fact
that someone in a Potential Insider Function, such as a mergers and
acquisitions specialist, requests information from an associate in an
Investment Function could give the latter person a clue as to possible
material developments affecting a customer.
- CUSTOMERS - Associates in Investment Functions must not state or imply to
customers that associates making decisions or recommendations will have the
benefit of information from Mellon's Potential Insider Functions. When
appropriate, associates should inform customers of Mellon's "Chinese Wall"
policy.
- CONFLICTS OF INTEREST - Associates should not receive or pass on any
information that would create an undue risk of Mellon or any associate
having a conflict of interest or breaching a fiduciary obligation.
REPORTING RECEIPT OF MATERIAL NONPUBLIC INFORMATION - Associates in
Investment Functions who receive any suspected material nonpublic
information must report such receipt promptly to their department or entity
head. A department or entity head who receives information believed to be
material and nonpublic should report the matter promptly to the General
Counsel. If the General Counsel determines that the information is material
and nonpublic, the affected department or entity will:
- immediately SUSPEND ALL TRADING in the securities of the issuer to which
the information applies, as well as all recommendations with respect to
such securities. The suspension will remain in effect as long as the
information remains both material and nonpublic.
- NOTIFY THE GENERAL COUNSEL before resuming transactions or recommendations
in the affected securities. The General Counsel will advise as to possible
further steps, including ascertaining the validity and nonpublic nature of
the information with the issuer of the securities; requesting the issuer of
the securities, or other appropriate parties, to disseminate the
information promptly to the public if the information is valid and
nonpublic; and publishing the information.
In certain circumstances, the department or entity head may be able to
demonstrate conclusively that the receipt of the material nonpublic
information has been confined to an individual or small group of
individuals and that measures other than those described above will
comparably reduce the likelihood of trading on the basis of the
information. These measures might include temporarily relieving individuals
of responsibility for any Investment Functions and preventing any contact
between those individuals and associates in Investment Functions. In these
circumstances, the department head, with the approval of the General
Counsel, may take those measures rather than the measures described above.
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FUNCTIONS "ABOVE THE WALL" - Some functions at Mellon are deemed to be
"Above the Wall." For example, members of senior management, Auditing, Risk
Management and Compliance, and the Legal Department will typically need to
have access to information on both sides of the "Chinese Wall" to carry out
their job responsibilities. These individuals cannot rely on the procedural
safeguards of the "Chinese Wall" and, therefore, need to be particularly
careful to avoid any improper use or dissemination of material nonpublic
information.
SUPPLEMENTAL PROCEDURES - As appropriate, certain Mellon departments or
areas, such as Mellon Trust, should establish their own procedures to
reduce the possibility of information being communicated to associates who
should not have access to that information.
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SECTION FOUR
RESTRICTIONS ON TRANSACTIONS
IN MELLON SECURITIES
Associates who engage in transactions involving Mellon securities should be
aware of their unique responsibilities with respect to such transactions
arising from the employment relationship and should be sensitive to even
the appearance of impropriety.
The following restrictions apply to ALL transactions in Mellon's publicly
traded securities occurring in the associate's own account and in all other
accounts over which the associate could be expected to exercise influence
or control (see provisions under "Beneficial Ownership" below for a more
complete discussion of the accounts to which these restrictions apply).
These restrictions are to be followed in addition to any restrictions that
apply to particular officers or directors (such as restrictions under
Section 16 of the Securities Exchange Act of 1934).
- SHORT SALES - Short sales of Mellon securities by associates are
prohibited.
- SALES WITHIN 60 DAYS OF PURCHASE - Sales of Mellon securities within 60
days of acquisition are prohibited. For purposes of the 60-day holding
period, securities will be deemed to be equivalent if one is convertible
into the other, if one entails a right to purchase or sell the other, or if
the value of one is expressly dependent on the value of the other (e.g.,
derivative securities).
In cases of extreme hardship, associates (other than senior management) may
obtain permission to dispose of Mellon securities acquired within 60 days
of the proposed transaction, provided the transaction is pre-cleared with
the Manager of Corporate Compliance and any profits earned are disgorged in
accordance with procedures established by senior management. The Manager of
Corporate Compliance reserves the right to suspend the 60-day holding
period restriction in the event of severe market disruption.
- MARGIN TRANSACTIONS - Purchases on margin of Mellon's publicly traded
securities by associates is prohibited. Margining Mellon securities in
connection with a cashless exercise of an employee stock option through the
Human Resources Department is exempt from this restriction. Further, Mellon
securities may be used to collateralize loans or the acquisition of
securities other than those issued by Mellon.
- OPTION TRANSACTIONS - Option transactions involving Mellon's publicly
traded securities are prohibited. Transactions under Mellon's Long-Term
Incentive Plan or other associate option plans are exempt from this
restriction.
- MAJOR MELLON EVENTS - Associates who have knowledge of major Mellon events
that have not yet been announced are prohibited from buying and selling
Mellon's publicly traded securities before such public announcements, even
if the associate believes the event does not constitute material nonpublic
information.
- MELLON BLACKOUT PERIOD - Associates are prohibited from buying or selling
Mellon's publicly traded securities during a blackout period, which begins
the 16th day of the last month of each calendar quarter and ends three
business days after Mellon publicly announces the financial results for
that quarter. In cases of extreme hardship, associates (other than senior
management) may request permission from the Manager of Corporate Compliance
to dispose of Mellon securities during the blackout period.
10
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BENEFICIAL OWNERSHIP - The provisions discussed above apply to transactions
in the associate's own name and to all other accounts over which the
associate could be expected to exercise influence or control, including:
- accounts of a spouse, minor children or relatives to whom substantial
support is contributed;
- accounts of any other member of the associate's household (e.g., a relative
living in the same home);
- trust accounts for which the associate acts as trustee or otherwise
exercises any type of guidance or influence;
- Corporate accounts controlled, directly or indirectly, by the associate;
- arrangements similar to trust accounts that are established for bona fide
financial purposes and benefit the associate; and
- any other account for which the associate is the beneficial owner (see
Glossary for a more complete legal definition of "beneficial owner").
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SECTION FIVE
RESTRICTIONS ON TRANSACTIONS
IN OTHER SECURITIES
Purchases or sales by an associate of the securities of issuers with which
Mellon does business, or other third party issuers, could result in
liability on the part of such associate. Associates should be sensitive to
even the appearance of impropriety in connection with their personal
securities transactions. Associates should refer to the provisions under
"Beneficial Ownership" (Section Four, "Restrictions on Transactions in
Mellon Securities"), which are equally applicable to the following
provisions.
The Mellon Code of Conduct contains certain restrictions on investments in
parties that do business with Mellon. Associates should refer to the Code
of Conduct and comply with such restrictions in addition to the
restrictions and reporting requirements set forth below.
The following restrictions apply to ALL securities transactions by
associates:
- CREDIT OR ADVISORY RELATIONSHIP - Associate may not buy or sell securities
of a company if they are considering granting, renewing or denying any
credit facility to that company or acting as an adviser to that company
with respect to its securities. In addition, lending associates who have
assigned responsibilities in a specific industry group are not permitted to
trade securities in that industry. This prohibition does not apply to
transactions in securities issued by open-end investment companies.
- CUSTOMER TRANSACTIONS - Trading for customers and Mellon accounts should
always take precedence over associates' transactions for their own or
related accounts.
- FRONT RUNNING - Associates may not engage in "front running," that is, the
purchase or sale of securities for their own accounts on the basis of their
knowledge of Mellon's trading positions or plans.
- INITIAL PUBLIC OFFERINGS - Mellon prohibits its associates from acquiring
any securities in an initial public offering ("IPO").
- MARGIN TRANSACTIONS - Margin trading is a highly leveraged and relatively
risky method of investing that can create particular problems for financial
services employees. For this reason, all associates are urged to avoid
margin trading.
Prior to establishing a margin account, the associate must obtain the
written permission of the Manager of Corporate Compliance. Any associate
having a margin account prior to the effective date of this Policy must
notify the Manager of Corporate Compliance of the existence of such
account.
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All associates having margin accounts, other than described below, must
designate the Manager of Corporate Compliance as an interested party on
that account. Associates must ensure that the Manager of Corporate
Compliance promptly receives copies of all trade confirmations and
statements relating to the account directly from the broker. If requested
by a brokerage firm, please contact the Manager of Corporate Compliance to
obtain a letter (sometimes referred to as a "407 letter") granting
permission to maintain a margin account. Trade confirmations and statements
are not required on margin accounts established at Dreyfus Investment
Services Corporation for the sole purpose of cashless exercises of employee
stock options. In addition, products may be offered by a broker/dealer
that, because of their characteristics, are considered margin accounts but
have been determined by the Manager of Corporate Compliance to be outside
the scope of this Policy (e.g., a Cash Management Account which provides
overdraft protection for the customer). Any questions regarding the
establishment, use and reporting of margin accounts should be directed to
the Manager of Corporate Compliance. Examples of an instruction letter to a
broker are shown in Exhibits B1 and B2.
- MATERIAL NONPUBLIC INFORMATION - Associates possessing material nonpublic
information regarding any issuer of securities must refrain from purchasing
or selling securities of that issuer until the information becomes public
or is no longer considered material.
- NAKED OPTIONS, EXCESSIVE TRADING - Mellon discourages all associates from
engaging in short-term or speculative trading, in trading naked options, in
trading that could be deemed excessive or in trading that could interfere
with an associate's job responsibilities.
- PRIVATE PLACEMENTS - Associates are prohibited from acquiring any security
in a private placement unless they obtain the prior written approval of the
Preclearance Compliance Officer (applicable only to Investment Associates),
the Manager of Corporate Compliance and the associate's department head.
Approval must be given by all appropriate aforementioned persons for the
acquisition to be considered approved. After receipt of the necessary
approvals and the acquisition, associates are required to disclose that
investment when they participate in any subsequent consideration of an
investment in the issuer for an advised account. Final decision to acquire
such securities for an advised account will be subject to independent
review.
- SCALPING - Associates may not engage in "scalping," that is, the purchase
or sale of securities for their own or Mellon's accounts on the basis of
knowledge of customers' trading positions or plans or Mellon's forthcoming
investment recommendations.
- SHORT-TERM TRADING - Associates are discouraged from purchasing and
selling, or from selling and purchasing, the same (or equivalent)
securities within 60 calendar days. With respect to Investment Associates
only, any profits realized on such short-term trades must be disgorged in
accordance with procedures established by senior management.
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SECTION SIX
CLASSIFICATION OF ASSOCIATES
Associates are engaged in a wide variety of activities for Mellon. In light
of the nature of their activities and the impact of federal and state laws
and the regulations thereunder, the Policy imposes different requirements
and limitations on associates based on the nature of their activities for
Mellon. To assist the associates in complying with the requirements and
limitations imposed on them in light of their activities, associates are
classified into one of three categories: Insider Risk Associate, Investment
Associate and Other Associate. Appropriate requirements and limitations are
specified in the Policy based upon the associate's classification.
INSIDER RISK ASSOCIATE -
You are considered to be an Insider Risk Associate if you are:
- employed in any of the following departments or functional areas, however
named, of a Mellon entity other than Dreyfus (see Glossary for definition
of "Dreyfus"):
<TABLE>
<S><C>
- Auditing - International
- Capital Markets - Leasing
- Corporate Affairs - Legal
- Credit Policy - Mellon Business Credit
- Credit Recovery - Middle Market
- Credit Review - Portfolio and Funds Management
- Domestic Corporate Banking - Risk Management and Compliance
- Finance - Strategic Planning
- Institutional Banking - Wholesale, Administration and Operations
</TABLE>
- a member of the Mellon Senior Management Committee, provided that those
members of the Mellon Senior Management Committee who have management
responsibility for fiduciary activities or who routinely have access to
information about customers' securities transactions are considered to be
Investment Associates and are subject to those provisions of the Policy
pertaining to Investment Associates;
- employed by a broker/dealer subsidiary of a Mellon entity other than
Dreyfus;
- an associate in the Stock Transfer business unit and have been specifically
designated as an Insider Risk Associate by the Manager of Corporate
Compliance; or
- an associate specifically designated as an Insider Risk Associate by the
Manager of Corporate Compliance.
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INVESTMENT ASSOCIATE -
You are considered to be an Investment Associate if you are:
- a member of Mellon's Senior Management Committee who, as part of his/her
usual duties, has management responsibility for fiduciary activities or
routinely has access to information about customers' securities
transactions;
- a Dreyfus associate;
- an associate of a Mellon entity registered under the Investment Advisers
Act of 1940;
- employed in the trust area of Mellon and:
- have the title of Vice President, First Vice President or Senior Vice
President; or
- have access to material, confidential information regarding securities
transactions by or on behalf of Mellon customers; or
- an associate specifically designated as an Investment Associate by the
Manager of Corporate Compliance.
OTHER ASSOCIATE -
You are considered to be an Other Associate if you are an associate of
Mellon Bank Corporation or any of its direct or indirect subsidiaries who
is not either an Insider Risk Associate or an Investment Associate.
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PART II - APPLICABLE TO INSIDER
RISK ASSOCIATES ONLY
-------------------------------
PROHIBITION ON INVESTMENTS IN SECURITIES OF FINANCIAL SERVICES
ORGANIZATIONS
You are prohibited from acquiring any security issued by a financial
services organization if you are:
- a member of the Mellon Senior Management Committee. For purposes of this
restriction only, this prohibition also applies to those members of the
Mellon Senior Management Committee who are considered Investment
Associates.
- employed in any of the following departments of a Mellon entity other than
Dreyfus (see Glossary for definition of "Dreyfus"):
- Strategic Planning - Finance
- Institutional Banking - Legal
- an associate specifically designated by the Manager of Corporate Compliance
and informed that this prohibition is applicable to you.
FINANCIAL SERVICES ORGANIZATIONS - The term "security issued by a financial
services organization" includes any security issued by:
<TABLE>
<S><C>
- Commercial Banks - Bank Holding Companies
- Thrifts - Savings and Loan Associations
- Insurance Companies - Broker/Dealers
- Investment Advisory Companies - Transfer Agents
- Shareholder Servicing Companies - Other Depository Institutions
</TABLE>
The term "securities issued by a financial services organization" DOES NOT
INCLUDE securities issued by mutual funds, variable annuities or insurance
policies. Further, for purposes of determining whether a company is a
financial services organization, subsidiaries and parent companies are
treated as separate issuers.
EFFECTIVE DATE - The foregoing restrictions will be effective upon adoption
of this Policy. Securities of financial services organizations properly
acquired before the later of the effective date of this Policy or the date
of hire may be maintained or disposed of at the owner's discretion.
Additional securities of a financial services organization acquired through
the reinvestment of the dividends paid by such financial services
organization through a dividend reinvestment program (DRIP) are not subject
to this prohibition, provided your election to participate in the DRIP
predates the later of the effective date of this Policy or date of hire.
Optional cash purchases through a DRIP are subject to this prohibition.
Within 30 days of the later of the effective date of this Policy or date of
becoming subject to this prohibition, all holdings of securities of
financial services organizations must be disclosed in writing to the
Manager of Corporate Compliance. Periodically, you will be asked to file an
updated disclosure of all your holdings of securities of financial services
organizations.
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CONFLICT OF INTEREST - No Insider Risk Associate may engage in or recommend
any securities transaction that places, or appears to place, his or her own
interests above those of any customer to whom investment services are
rendered, including mutual funds and managed accounts, or above the
interests of Mellon.
PRECLEARANCE FOR PERSONAL SECURITIES TRANSACTIONS - All Insider Risk
Associates must notify the Manager of Corporate Compliance in writing and
receive preclearance before they engage in any purchase or sale of a
security. Insider Risk Associates should refer to the provisions under
"Beneficial Ownership" (Section Four, "Restrictions on Transactions in
Mellon Securities"), which are equally applicable to these provisions.
EXEMPTIONS FROM REQUIREMENT TO PRECLEAR - Preclearance is NOT required for
the following transactions:
- purchases or sales of Exempt Securities (see Glossary);
- purchases or sales of municipal bonds;
- purchases or sales effected in any account over which an associate has no
direct or indirect control over the investment decision-making process
(e.g., nondiscretionary trading accounts). Nondiscretionary trading
accounts may only be maintained, without being subject to preclearance
procedures, when the Manager of Corporate Compliance, after a thorough
review, is satisfied that the account is truly nondiscretionary;
- transactions that are non-volitional on the part of an associate (such as
stock dividends);
- the sale of stock received upon the exercise of an associate stock option
if the sale is part of a "netting of shares" or "cashless exercise"
administered by the Human Resources Department (for which the Human
Resources Department will forward information to the Manager of Corporate
Compliance);
- the automatic reinvestment of dividends under a DRIP (preclearance is
required for OPTIONAL cash purchases under a DRIP);
- purchases effected upon the exercise of rights issued by an issuer pro rata
to all holders of a class of securities, to the extent such rights were
acquired from such issuer;
- sales of rights acquired from an issuer, as described above; and/or
- those situations where the Manager of Corporate Compliance determines,
after taking into consideration the particular facts and circumstances,
that prior approval is not necessary.
REQUESTS FOR PRECLEARANCE - All requests for preclearance for a securities
transaction shall be submitted to the Manager of Corporate Compliance by
completing a Preclearance Request Form (see Exhibit C1).
The Manager of Corporate Compliance will notify the Insider Risk Associate
whether the request is approved or denied, without disclosing the reason
for such approval or denial.
17
<PAGE>
Notifications may be given in writing or verbally by the Manager of
Corporate Compliance to the Insider Risk Associate. A record of such
notification will be maintained by the Manager of Corporate Compliance.
However, it shall be the responsibility of the Insider Risk Associate to
obtain a written record of the Manager of Corporate Compliance's
notification within 24 hours of such notification. The Insider Risk
Associate should retain a copy of this written record.
As there could be many reasons for preclearance being granted or denied,
Insider Risk Associates should not infer from the preclearance response
anything regarding the security for which preclearance was requested.
Although making a preclearance request does not obligate an Insider Risk
Associate to do the transaction, it should be noted that:
- preclearance authorization will expire at the end of the third business day
after it is received (the day authorization is granted is considered the
first business day);
- preclearance requests should not be made for a transaction that the Insider
Risk Associate does not intend to make; and
- Insider Risk Associates should not discuss with anyone else, inside or
outside Mellon, the response they received to a preclearance request.
Every Insider Risk Associate must follow these procedures or risk serious
sanctions, including dismissal. If you have any questions about these
procedures you should consult the Manager of Corporate Compliance.
Interpretive issues that arise under these procedures shall be decided by,
and are subject to the discretion of, the Manager of Corporate Compliance.
RESTRICTED LIST - The Manager of Corporate Compliance will maintain a list
(the "Restricted List") of companies whose securities are deemed
appropriate for implementation of trading restrictions for Insider Risk
Associates. Restricted List(s) will not be distributed outside of the Risk
Management and Compliance Department. From time to time, such trading
restrictions may be appropriate to protect Mellon and its Insider Risk
Associates from potential violations, or the appearance of violations, of
securities laws. The inclusion of a company on the Restricted List provides
no indication of the advisability of an investment in the company's
securities or the existence of material nonpublic information on the
company. Nevertheless, the contents of the Restricted List will be treated
as confidential information to avoid unwarranted inferences.
To assist the Manager of Corporate Compliance in identifying companies that
may be appropriate for inclusion on the Restricted List, the department
heads of sections in which Insider Risk Associates are employed will inform
the Manager of Corporate Compliance in writing of any companies they
believe should be included on the Restricted List, based upon facts known
or readily available to such department heads. Although the reasons for
inclusion on the Restricted List may vary, they could typically include the
following:
- Mellon is involved as a lender, investor or adviser in a merger,
acquisition or financial restructuring involving the company;
- Mellon is involved as a selling shareholder in a public distribution of the
company's securities;
18
<PAGE>
- Mellon is involved as an agent in the distribution of the company's
securities;
- Mellon has received material nonpublic information on the company;
- Mellon is considering the exercise of significant creditors' rights against
the company; or
- The company is a Mellon borrower in Credit Recovery.
Department heads of sections in which Insider Risk Associates are employed
are also responsible for notifying the Manager of Corporate Compliance in
writing of any change in circumstances making it appropriate to remove a
company from the Restricted List.
PERSONAL SECURITIES TRANSACTIONS REPORTS
- BROKERAGE ACCOUNTS - All Insider Risk Associates are required to instruct
their brokers to submit directly to the Manager of Corporate Compliance
copies of all trade confirmations and statements relating to their account.
An example of an instruction letter to a broker is contained in Exhibit B1.
- REPORT OF TRANSACTIONS IN MELLON SECURITIES - Insider Risk Associates must
also report in writing to the Manager of Corporate Compliance within ten
calendar days whenever they purchase or sell Mellon securities if the
transaction was not through a brokerage account as described above.
Purchases and sales of Mellon securities include the following:
DRIP OPTIONAL CASH PURCHASES - Optional cash purchases under Mellon's
Dividend Reinvestment and Common Stock Purchase Plan (the "Mellon DRIP").
STOCK OPTIONS - The sale of stock received upon the exercise of an
associate stock option unless the sale is part of a "netting of shares" or
"cashless exercise" administered by the Human Resources Department (for
which the Human Resources Department will forward information to the
Manager of Corporate Compliance).
It should be noted that the reinvestment of dividends under the DRIP,
changes in elections under Mellon's Retirement Savings Plan, the receipt of
stock under Mellon's Restricted Stock Award Plan and the receipt or
exercise of options under Mellon's Long-Term Profit Incentive Plan are not
considered purchases or sales for the purpose of this reporting
requirement.
An example of a written report to the Manager of Corporate Compliance is
contained in Exhibit A.
CONFIDENTIAL TREATMENT
THE MANAGER OF CORPORATE COMPLIANCE WILL USE HIS OR HER BEST EFFORTS TO
ASSURE THAT ALL REQUESTS FOR PRECLEARANCE, ALL PERSONAL SECURITIES
TRANSACTION REPORTS AND ALL REPORTS OF SECURITIES HOLDINGS ARE TREATED AS
"PERSONAL AND CONFIDENTIAL." HOWEVER, SUCH DOCUMENTS WILL BE AVAILABLE FOR
INSPECTION BY APPROPRIATE REGULATORY AGENCIES AND BY OTHER PARTIES WITHIN
AND OUTSIDE MELLON AS ARE NECESSARY TO EVALUATE COMPLIANCE WITH OR
SANCTIONS UNDER THIS POLICY.
19
<PAGE>
PART III - APPLICABLE TO
INVESTMENT ASSOCIATES ONLY
-------------------------------
Because of their particular responsibilities, Investment Associates are
subject to different preclearance and personal securities reporting
requirements as discussed below.
SPECIAL STANDARDS OF CONDUCT FOR INVESTMENT ASSOCIATES
CONFLICT OF INTEREST - No Investment Associate may recommend a securities
transaction for a Mellon customer to whom a fiduciary duty is owed, or for
Mellon, without disclosing any interest he or she has in such securities or
issuer (other than an interest in publicly traded securities where the
total investment is equal to or less than $25,000), including:
- any direct or indirect beneficial ownership of any securities of such
issuer;
- any contemplated transaction by the Investment Associate in such
securities;
- any position with such issuer or its affiliates; and
- any present or proposed business relationship between such issuer or its
affiliates and the Investment Associate or any party in which the
Investment Associate has a beneficial ownership interest (see "Beneficial
Ownership" in Section Four, "Restrictions On Transactions in Mellon
Securities").
PORTFOLIO INFORMATION - No Investment Associate may divulge the current
portfolio positions, or current or anticipated portfolio transactions,
programs or studies, of Mellon or any Mellon customer to anyone unless it
is properly within his or her job responsibilities to do so.
MATERIAL NONPUBLIC INFORMATION - No Investment Associate may engage in or
recommend a securities transaction, for his or her own benefit or for the
benefit of others, including Mellon or its customers, while in possession
of material nonpublic information regarding such securities. No Investment
Associate may communicate material nonpublic information to others unless
it is properly within his or her job responsibilities to do so.
SHORT-TERM TRADING - Any Investment Associate who purchases and sells, or
sells and purchases, the same (or equivalent) securities within any
60-calendar-day period is required to disgorge all profits realized on such
transaction in accordance with procedures established by senior management.
For this purpose, securities will be deemed to be equivalent if one is
convertible into the other, if one entails a right to purchase or sell the
other, or if the value of one is expressly dependent on the value of the
other (e.g., derivative securities).
ADDITIONAL RESTRICTIONS FOR DREYFUS ASSOCIATES AND ASSOCIATES OF MELLON
ENTITIES REGISTERED UNDER THE INVESTMENT ADVISERS ACT OF 1940 ONLY ("40 Act
Associates")
- OUTSIDE ACTIVITIES - No 40 Act associate may serve on the board of
directors/trustees or as a general partner of any publicly traded company
(other than Mellon) without the prior approval of the Manager of Corporate
Compliance.
20
<PAGE>
- GIFTS - All 40 Act associates are prohibited from accepting gifts from
outside companies, or their representatives, with an exception for gifts of
(1) a DE MINIMIS value and (2) an occasional meal, a ticket to a sporting
event or the theater, or comparable entertainment for the 40 Act associate
and, if appropriate, a guest, which is neither so frequent nor extensive as
to raise any question of impropriety. A gift shall be considered DE MINIMIS
if it does not exceed an annual amount per person fixed periodically by the
National Association of Securities Dealers, which is currently $100 per
person.
- BLACKOUT PERIOD - 40 Act associates will not be given clearance to execute
a transaction in any security that is being considered for purchase or sale
by an affiliated investment company, managed account or trust, for which a
pending buy or sell order for such affiliated account is pending, and for
two business days after the transaction in such security for such
affiliated account has been effected. This provision does not apply to
transactions effected or contemplated by index funds.
In addition, portfolio managers for the investment companies are prohibited
from buying or selling a security within seven calendar days before and
after such investment company trades in that security. Any violation of the
foregoing will require the violator to disgorge all profit realized with
respect to such transaction.
PRECLEARANCE FOR PERSONAL SECURITIES TRANSACTIONS - All Investment
Associates must notify the Preclearance Compliance Officer (see Glossary)
in writing and receive preclearance BEFORE they engage in any purchase or
sale of a security.
EXEMPTIONS FROM REQUIREMENT TO PRECLEAR - Preclearance is not required for
the following transactions:
- purchases or sales of "Exempt Securities" (see Glossary);
- purchases or sales effected in any account over which an associate has no
direct or indirect control over the investment decision-making process
(i.e., nondiscretionary trading accounts). Nondiscretionary trading
accounts may only be maintained, without being subject to preclearance
procedures, when the Preclearance Compliance Officer, after a thorough
review, is satisfied that the account is truly nondiscretionary;
- transactions which are non-volitional on the part of an associate (such as
stock dividends);
- the sale of stock received upon the exercise of an associate stock option
if the sale is part of a "netting of shares" or "cashless exercise"
administered by the Human Resources Department (for which the Human
Resources Department will forward information to the manager of Corporate
Compliance);
- purchases which are part of an automatic reinvestment of dividends under a
DRIP (Preclearance is required for OPTIONAL cash purchases under a DRIP);
- purchases effected upon the exercise of rights issued by an issuer PRO RATA
to all holders of a class of securities, to the extent such rights were
acquired from such issuer;
- sales of rights acquired from an issuer, as described above; and/or
- those situations where the Preclearance Compliance Officer determines,
after taking into consideration the particular facts and circumstances,
that prior approval is not necessary.
21
<PAGE>
REQUESTS FOR PRECLEARANCE - All requests for preclearance for a securities
transaction shall be submitted to the Preclearance Compliance Officer by
completing a Preclearance Request Form. (Investment Associates other than
Dreyfus associates are to use the Preclearance Request Form shown as
Exhibit C1. Dreyfus associates are to use the Preclearance Request Form
shown as Exhibit C2.)
The Preclearance Compliance Officer will notify the Investment Associate
whether the request is approved or denied without disclosing the reason for
such approval or denial.
Notifications may be given in writing or verbally by the Preclearance
Compliance Officer to the Investment Associate. A record of such
notification will be maintained by the Preclearance Compliance Officer.
However, it shall be the responsibility of the Investment Associate to
obtain a written record of the Preclearance Compliance Officer's
notification within 24 hours of such notification. The Investment Associate
should retain a copy of this written record.
As there could be many reasons for preclearance being granted or denied,
Investment Associates should not infer from the preclearance response
anything regarding the security for which preclearance was requested.
Although making a preclearance request does not obligate an Investment
Associate to do the transaction, it should be noted that:
- preclearance authorization will expire at the end of the day on which
preclearance is given;
- preclearance requests should not be made for a transaction that the
Investment Associate does not intend to make; and
- Investment Associates should not discuss with anyone else, inside or
outside Mellon, the response the Investment Associate received to a
preclearance request.
Every Investment Associate must follow these procedures or risk serious
sanctions, including dismissal. If you have any questions about these
procedures, consult the Preclearance Compliance Officer. Interpretive
issues that arise under these procedures shall be decided by, and are
subject to the discretion of, the Manager of Corporate Compliance.
RESTRICTED LIST - Each Preclearance Compliance Officer will maintain a list
(the "Restricted List") of companies whose securities are deemed
appropriate for implementation of trading restrictions for Investment
Associates in their area. From time to time, such trading restrictions may
be appropriate to protect Mellon and its Investment Associates from
potential violations, or the appearance of violations, of securities laws.
The inclusion of a company on the Restricted List provides no indication of
the advisability of an investment in the company's securities or the
existence of material nonpublic information on the company. Nevertheless,
the contents of the Restricted List will be treated as confidential
information in order to avoid unwarranted inferences.
In order to assist the Preclearance Compliance Officer in identifying
companies that may be appropriate for inclusion on the Restricted List, the
head of the entity/department/area in which Investment Associates are
employed will inform the appropriate Preclearance Compliance Officer in
writing of any companies that they believe should be included on the
Restricted List based upon facts known or readily available to such
department heads.
22
<PAGE>
PERSONAL SECURITIES TRANSACTIONS REPORTS
- BROKERAGE ACCOUNTS - All Investment Associates are required to instruct
their brokers to submit directly to the Manager of Corporate Compliance
copies of all trade confirmations and statements relating to their account.
Examples of instruction letters to a broker are contained in Exhibits B1
and B2.
- REPORT OF TRANSACTIONS IN MELLON SECURITIES - Investment Associates must
also report in writing to the Manager of Corporate Compliance within ten
calendar days whenever they purchase or sell Mellon securities if the
transaction was not through a brokerage account as described above.
Purchases and sales of Mellon securities include the following:
DRIP OPTIONAL CASH PURCHASES - Optional cash purchases under Mellon's
Dividend Reinvestment and Common Stock Purchase Plan (the "Mellon DRIP").
STOCK OPTIONS - The sale of stock received upon the exercise of an
associate stock option unless the sale is part of a "netting of shares" or
"cashless exercise" administered by the Human Resources Department (for
which the Human Resources Department will forward information to the
Manager of Corporate Compliance).
It should be noted that the reinvestment of dividends under the DRIP,
changes in elections under Mellon's Retirement Savings Plan, the receipt of
stock under Mellon's Restricted Stock Award Plan, and the receipt or
exercise of options under Mellon's Long-Term Profit Incentive Plan are not
considered purchases or sales for the purpose of this reporting
requirement.
An example of a written report to the Manager of Corporate Compliance is
contained in Exhibit A.
- STATEMENT OF SECURITIES HOLDINGS - Within ten days of receiving this Policy
and on an annual basis thereafter, all Investment Associates must submit to
the Manager of Corporate Compliance a statement of all securities in which
they presently have any direct or indirect beneficial ownership other than
Exempt Securities, as defined in the Glossary. Investment Associates should
refer to "Beneficial Ownership" in Section Four, "Restrictions on
Transactions in Mellon Securities," which is also applicable to Investment
Associates. Such statements should be in the format shown in Exhibit D. The
annual report must be submitted by January 31 and must report all
securities holdings other than Exempt Securities. The annual statement of
securities holdings contains an acknowledgment that the Investment
Associate has read and complied with this Policy.
- SPECIAL REQUIREMENT WITH RESPECT TO AFFILIATED INVESTMENT COMPANIES - The
portfolio managers, research analysts and other Investment Associates
specifically designated by the Manager of Corporate Compliance are required
within ten calendar days of receiving this Policy (and by no later than ten
calendar days after the end of each calendar quarter) to report every
transaction in the securities issued by an affiliated investment company
occurring in an account in which the Investment Associate has a beneficial
ownership interest. The quarterly reporting requirement may be satisfied by
notifying the Manager of Corporate Compliance of the name of the investment
company, account name and account number for which such quarterly reports
must be submitted.
23
<PAGE>
CONFIDENTIAL TREATMENT
THE PRECLEARANCE COMPLIANCE OFFICER WILL USE HIS OR HER BEST EFFORTS TO
ASSURE THAT ALL REQUESTS FOR PRECLEARANCE, ALL PERSONAL SECURITIES
TRANSACTION REPORTS AND ALL REPORTS OF SECURITIES HOLDINGS ARE TREATED AS
"PERSONAL AND CONFIDENTIAL." HOWEVER, SUCH DOCUMENTS WILL BE AVAILABLE FOR
INSPECTION BY APPROPRIATE REGULATORY AGENCIES, AND BY OTHER PARTIES WITHIN
AND OUTSIDE MELLON AS ARE NECESSARY TO EVALUATE COMPLIANCE WITH OR
SANCTIONS UNDER THIS POLICY. DOCUMENTS RECEIVED FROM DREYFUS ASSOCIATES ARE
ALSO AVAILABLE FOR INSPECTION BY THE BOARDS OF DIRECTORS OF DREYFUS AND BY
THE BOARDS OF DIRECTORS (OR TRUSTEES OR MANAGING GENERAL PARTNERS, AS
APPLICABLE) OF THE INVESTMENT COMPANIES MANAGED OR ADMINISTERED BY DREYFUS.
24
<PAGE>
PART IV - APPLICABLE TO
OTHER ASSOCIATES ONLY
-------------------------------
PRECLEARANCE FOR PERSONAL SECURITIES TRANSACTIONS - Except for private
placements, Other Associates ARE PERMITTED to engage in personal securities
transactions without obtaining prior approval from the Manager of Corporate
Compliance (for preclearance of private placements, use the Preclearance
Request Form shown as Exhibit C1.)
PERSONAL SECURITIES TRANSACTIONS REPORTS - Other Associates are NOT
required to report their personal securities transactions OTHER THAN margin
transactions and transactions involving Mellon securities as discussed
below. Other Associates are required to instruct their brokers to submit
directly to the Manager of Corporate Compliance copies of all confirmations
and statements pertaining to margin accounts. Examples of an instruction
letter to a broker are shown in Exhibit B1.
REPORT OF TRANSACTIONS IN MELLON SECURITIES - Other Associates must report
in writing to the Manager of Corporate Compliance within ten calendar days
whenever they purchase or sell Mellon securities. Purchases and sales of
Mellon securities include the following:
- DRIP OPTIONAL CASH PURCHASES - Optional cash purchases under Mellon's
Dividend Reinvestment and Common Stock Purchase Plan (the "Mellon DRIP").
- STOCK OPTIONS - The sale of stock received upon the exercise of an
associate stock option unless the sale is part of a "netting of shares" or
"cashless exercise" administered by the Human Resources Department (for
which the Human Resources Department will forward information to the
Manager of Corporate Compliance).
It should be noted that the reinvestment of dividends under the DRIP,
changes in elections under Mellon's Retirement Savings Plan, the receipt of
stock under Mellon's Restricted Stock Award Plan and the receipt or
exercise of options under Mellon's Long-Term Profit Incentive Plan are not
considered purchases or sales for the purpose of this reporting
requirement.
An example of a written report to the Manager of Corporate Compliance is
contained in Exhibit A.
RESTRICTIONS ON TRANSACTIONS IN OTHER SECURITIES
MARGIN TRANSACTIONS - Prior to establishing a margin account, Other
Associates must obtain the written permission of the Manager of Corporate
Compliance. Other Associates having a margin account prior to the effective
date of this Policy must notify the Manager of Corporate Compliance of the
existence of such account.
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<PAGE>
All associates having margin accounts, other than described below, must
designate the Manager of Corporate Compliance as an interested party on
each account. Associates must ensure that the Manager of Corporate
Compliance promptly receives copies of all trade confirmations and
statements relating to the accounts directly from the broker. If requested
by a brokerage firm, please contact the Manager of Corporate Compliance to
obtain a letter (sometimes referred to as a "407 letter") granting
permission to maintain a margin account. Trade confirmations and statements
are not required on margin accounts established at Dreyfus Investment
Services Corporation for the sole purpose of cashless exercises of Mellon
employee stock options. In addition, products may be offered by a
broker/dealer that, because of their characteristics, are considered margin
accounts but have been determined by the Manager of Corporate Compliance to
be outside the scope of this Policy (e.g., a Cash Management account which
provides overdraft protection for the customer). Any questions regarding
the establishment, use and reporting of margin accounts should be directed
to the Manager of Corporate Compliance. An example of an instruction letter
to a broker is shown in Exhibit B1.
PRIVATE PLACEMENTS - Other Associates are prohibited from acquiring any
security in a private placement unless they obtain the prior written
approval of the Manager of Corporate Compliance and the Associate's
department head. Approval must be given by both of the aforementioned
persons for the acquisition to be considered approved.
As there could be many reasons for preclearance being granted or denied,
Other Associates should not infer from the preclearance response anything
regarding the security for which preclearance was requested.
Although making a preclearance request does not obligate an Other Associate
to do the transaction, it should be noted that:
- preclearance authorization will expire at the end of the third business day
after it is received (the day authorization is granted is considered the
first business day);
- preclearance requests should not be made for a transaction that the Other
Associate does not intend to make; and
- Other Associates should not discuss with anyone else, inside or outside
Mellon, the response they received to a preclearance request.
Every Other Associate must follow these procedures or risk serious
sanctions, including dismissal. If you have any questions about these
procedures you should consult the Manager of Corporate Compliance.
Interpretive issues that arise under these procedures shall be decided by,
and are subject to the discretion of, the Manager of Corporate Compliance.
CONFIDENTIAL TREATMENT
THE MANAGER OF CORPORATE COMPLIANCE WILL USE HIS OR HER BEST EFFORTS TO
ASSURE THAT ALL REQUESTS FOR PRECLEARANCE, ALL PERSONAL SECURITIES
TRANSACTION REPORTS AND ALL REPORTS OF SECURITIES HOLDINGS ARE TREATED AS
"PERSONAL AND CONFIDENTIAL." HOWEVER, SUCH DOCUMENTS WILL BE AVAILABLE FOR
INSPECTION BY APPROPRIATE REGULATORY AGENCIES AND OTHER PARTIES WITHIN AND
OUTSIDE MELLON AS ARE NECESSARY TO EVALUATE COMPLIANCE WITH OR SANCTIONS
UNDER THIS POLICY.
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PART V - APPLICABLE TO
NONMANAGEMENT BOARD MEMBER
-------------------------------
NONMANAGEMENT BOARD MEMBER -
You are considered to be a Nonmanagement Board Member if you are:
- a director of Dreyfus who is not also an officer or employee of Dreyfus
("Dreyfus Board Member"); or
- a director, trustee or managing general partner of any investment company
who is not also an officer or employee of Dreyfus ("Mutual Fund Board
Member").
The term "Independent" Mutual Fund Board Member means those Mutual Fund
Board Members who are NOT deemed "interested persons" of an investment
company, as defined by the Investment Company Act of 1940, as amended.
STANDARDS OF CONDUCT FOR NONMANAGEMENT BOARD MEMBER
OUTSIDE ACTIVITIES - Nonmanagement Board Members are prohibited from:
- accepting nomination or serving as a director, trustee or managing general
partner of an investment company not advised by Dreyfus, WITHOUT the
express prior approval of the board of directors of Dreyfus and the board
of directors/trustees or managing general partners of the pertinent
Dreyfus-managed fund(s) for which a Nonmanagement Board Member serves as a
director, trustee or managing general partner;
- accepting employment with or acting as a consultant to any person acting as
a registered investment adviser to an investment company without the
express prior approval of the board of directors of Dreyfus;
- owning Mellon securities if the Nonmanagement Board Member is an
"Independent" Mutual Fund Board Member, (since that would destroy his or
her "independent" status); and/or
- buying or selling Mellon's publicly traded securities during a blackout
period, which begins the 16th day of the last month of each calendar
quarter and ends three business days after Mellon publicly announces the
financial results for that quarter.
INSIDER TRADING AND TIPPING - The provisions set forth in Section Two,
"Insider Trading and Tipping," are applicable to Nonmanagement Board
Members.
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<PAGE>
CONFLICT OF INTEREST - No Nonmanagement Board Member may recommend a
securities transaction for Mellon, Dreyfus or any Dreyfus-managed fund
without disclosing any interest he or she has in such securities or issuer
thereof (other than an interest in publicly traded securities where the
total investment is less than or equal to $25,000), including:
- any direct or indirect beneficial ownership of any securities of such
issuer;
- any contemplated transaction by the Nonmanagement Board Member in such
securities;
- any position with such issuer or its affiliates; and
- any present or proposed business relationship between such issuer or its
affiliates and the Nonmanagement Board Member or any party in which the
Nonmanagement Board Member has a beneficial ownership interest (see
"Beneficial Ownership", Section Four, "Restrictions on Transaction in
Mellon Securities").
PORTFOLIO INFORMATION - No Nonmanagement Board Member may divulge the
current portfolio positions, or current or anticipated portfolio
transactions, programs or studies, of Mellon, Dreyfus or any
Dreyfus-managed fund, to anyone unless it is properly within his or her
responsibilities as a Nonmanagement Board Member to do so.
MATERIAL NONPUBLIC INFORMATION - No Nonmanagement Board Member may engage
in or recommend any securities transaction, for his or her own benefit or
for the benefit of others, including Mellon, Dreyfus or any Dreyfus-managed
fund, while in possession of material nonpublic information. No
Nonmanagement Board Member may communicate material nonpublic information
to others unless it is properly within his or her responsibilities as a
Nonmanagement Board Member to do so.
PRECLEARANCE FOR PERSONAL SECURITIES TRANSACTIONS -
Nonmanagement Board Members ARE PERMITTED to engage in personal securities
transactions without obtaining prior approval from the Preclearance
Compliance Officer.
28
<PAGE>
PERSONAL SECURITY TRANSACTIONS REPORTS -
- "INDEPENDENT" MUTUAL FUND BOARD MEMBERS - Any "Independent" Mutual Fund
Board Members, as defined above, who effects a securities transaction where
he or she knew, or in the ordinary course of fulfilling his or her official
duties should have known, that during the 15-day period immediately
preceding or after the date of such transaction, the same security was
purchased or sold, or was being considered for purchase or sale by Dreyfus
(including any investment company or other account managed by Dreyfus), are
required to report such personal securities transaction. In the event a
personal securities transaction report is required, it must be submitted to
the Preclearance Compliance Officer not later than ten days after the end
of the calendar quarter in which the transaction to which the report
relates was effected. The report must include the date of the transaction,
the title and number of shares or principal amount of the security, the
nature of the transaction (e.g., purchase, sale or any other type of
acquisition or disposition), the price at which the transaction was
effected and the name of the broker or other entity with or through whom
the transaction was effected. This reporting requirement can be satisfied
by sending a copy of the confirmation statement regarding such transactions
to the Preclearance Compliance Officer within the time period specified.
Notwithstanding the foregoing, personal securities transaction reports are
NOT required with respect to any securities transaction described in
"Exemption from the Requirement to Preclear" in Part III.
- DREYFUS BOARD MEMBERS AND "INTERESTED" MUTUAL FUND BOARD MEMBERS - Dreyfus
Board Members and Mutual Fund Board Members who are "interested persons" of
an investment company, as defined by the Investment Company Act of 1940,
are required to report their personal securities transactions. Personal
securities transaction reports are required with respect to any securities
transaction other than those described in "Exemptions from Requirement to
Preclear" on Page 21. Personal securities transaction reports are required
to be submitted to the Preclearance Compliance Officer not later than ten
days after the end of the calendar quarter in which the transaction to
which the report relates was effected. The report must include the date of
the transaction, the title and number of shares or principal amount of the
security, the nature of the transaction (e.g., purchase, sale or any other
type of acquisition or disposition), the price at which the transaction was
effected and the name of the broker or other entity with or through whom
the transaction was effected. This reporting requirement can be satisfied
by sending a copy of the confirmation statement regarding such transactions
to the Preclearance Compliance Officer within the time period specified.
CONFIDENTIAL TREATMENT
THE PRECLEARANCE COMPLIANCE OFFICER WILL USE HIS OR HER BEST EFFORTS TO
ASSURE THAT ALL PERSONAL SECURITIES TRANSACTION REPORTS ARE TREATED AS
"PERSONAL AND CONFIDENTIAL." HOWEVER, SUCH DOCUMENTS WILL BE AVAILABLE FOR
INSPECTION BY APPROPRIATE REGULATORY AGENCIES AND OTHER PARTIES WITHIN AND
OUTSIDE MELLON AS ARE NECESSARY TO EVALUATE COMPLIANCE WITH OR SANCTIONS
UNDER THIS POLICY.
29
<PAGE>
GLOSSARY
-------------------------------
DEFINITIONS
- APPROVAL - written consent or written notice of nonobjection.
- ASSOCIATE - any employee of Mellon Bank Corporation or its direct or
indirect subsidiaries; does not include outside consultants or temporary
help.
- BENEFICIAL OWNERSHIP - securities owned of record or held in the
associate's name are generally considered to be beneficially owned by the
associate.
Securities held in the name of any other person are deemed to be
beneficially owned by the associate if by reason of any contract,
understanding, relationship, agreement or other arrangement, the associate
obtains therefrom benefits substantially equivalent to those of ownership,
including the power to vote, or to direct the disposition of, such
securities. Beneficial ownership includes securities held by others for the
associate's benefit (regardless of record ownership), e.g. securities held
for the associate or members of the associate's immediate family, defined
below, by agents, custodians, brokers, trustees, executors or other
administrators; securities owned by the associate, but which have not been
transferred into the associate's name on the books of the company;
securities which the associate has pledged; or securities owned by a
corporation that should be regarded as the associate's personal holding
corporation. As a natural person, beneficial ownership is deemed to include
securities held in the name or for the benefit of the associate's immediate
family, which includes the associate's spouse, the associate's minor
children and stepchildren and the associate's relatives or the relatives of
the associate's spouse who are sharing the associate's home, unless because
of countervailing circumstances, the associate does not enjoy benefits
substantially equivalent to those of ownership. Benefits substantially
equivalent to ownership include, for example, application of the income
derived from such securities to maintain a common home, meeting expenses
that such person otherwise would meet from other sources, and the ability
to exercise a controlling influence over the purchase, sale or voting of
such securities. An associate is also deemed the beneficial owner of
securities held in the name of some other person, even though the associate
does not obtain benefits of ownership, if the associate can vest or revest
title in himself at once, or at some future time.
In addition, a person will be deemed the beneficial owner of a security if
he has the right to acquire beneficial ownership of such security at any
time (within 60 days) including but not limited to any right to acquire:
(1) through the exercise of any option, warrant or right; (2) through the
conversion of a security; or (3) pursuant to the power to revoke a trust,
nondiscretionary account or similar arrangement.
30
<PAGE>
With respect to ownership of securities held in trust, beneficial ownership
includes ownership of securities as a trustee in instances where either the
associate as trustee or a member of the associate's "immediate family" has
a vested interest in the income or corpus of the trust, the ownership by
the associate of a vested beneficial interest in the trust and the
ownership of securities as a settlor of a trust in which the associate as
the settlor has the power to revoke the trust without obtaining the consent
of the beneficiaries. Certain exemptions to these trust beneficial
ownership rules exist, including an exemption for instances where
beneficial ownership is imposed solely by reason of the associate being
settlor or beneficiary of the securities held in trust and the ownership,
acquisition and disposition of such securities by the trust is made without
the associate's prior approval as settlor or beneficiary. "Immediate
family" of an associate as trustee means the associate's son or daughter
(including any legally adopted children) or any descendant of either, the
associate's stepson or stepdaughter, the associate's father or mother or
any ancestor of either, the associate's stepfather or stepmother and his
spouse.
To the extent that stockholders of a company use it as a personal trading
or investment medium and the company has no other substantial business,
stockholders are regarded as beneficial owners, to the extent of their
respective interests, of the stock thus invested or traded in. A general
partner in a partnership is considered to have indirect beneficial
ownership in the securities held by the partnership to the extent of his
pro rata interest in the partnership. Indirect beneficial ownership is not,
however, considered to exist solely by reason of an indirect interest in
portfolio securities held by any holding company registered under the
Public Utility Holding Company Act of 1935, a pension or retirement plan
holding securities of an issuer whose employees generally are beneficiaries
of the plan and a business trust with over 25 beneficiaries.
Any person who, directly or indirectly, creates or uses a trust, proxy,
power of attorney, pooling arrangement or any other contract, arrangement
or device with the purpose or effect of divesting such person of beneficial
ownership as part of a plan or scheme to evade the reporting requirements
of the Securities Exchange Act of 1934 shall be deemed the beneficial owner
of such security.
The final determination of beneficial ownership is a question to be
determined in light of the facts of a particular case. Thus, while the
associate may include security holdings of other members of his family, the
associate may nonetheless disclaim beneficial ownership of such securities.
- "CHINESE WALL" POLICY - procedures designed to restrict the flow of
information within Mellon from units or individuals who are likely to
receive material nonpublic information to units or individuals who trade in
securities or provide investment advice. (see pages 12-14).
- CORPORATION - Mellon Bank Corporation.
- DREYFUS - The Dreyfus Corporation and its subsidiaries.
- DREYFUS ASSOCIATE - any employee of Dreyfus; does not include outside
consultants or temporary help.
31
<PAGE>
- EXEMPT SECURITIES - Exempt Securities are defined as:
- securities issued or guaranteed by the United States government or
agencies or instrumentalities;
- bankers' acceptances;
- bank certificates of deposit and time deposits;
- commercial paper;
- repurchase agreements; and
- securities issued by open-end investment companies.
- GENERAL COUNSEL - General Counsel of Mellon Bank Corporation or any person
to whom relevant authority is delegated by the General Counsel.
- INDEX FUND - an investment company which seeks to mirror the performance of
the general market by investing in the same stocks (and in the same
proportion) as a broad-based market index.
- INITIAL PUBLIC OFFERING (IPO) - the first offering of a company's
securities to the public.
- INVESTMENT COMPANY - a company that issues securities that represent an
undivided interest in the net assets held by the company. Mutual funds are
investment companies that issue and sell redeemable securities representing
an undivided interest in the net assets of the company.
- MANAGER OF CORPORATE COMPLIANCE - - the associate within the Risk
Management and Compliance Department of Mellon Bank Corporation who is
responsible for administering the Confidential Information and Securities
Trading Policy, or any person to whom relevant authority is delegated by
the Manager of Corporate Compliance.
- MELLON - Mellon Bank Corporation and all of its direct and indirect
subsidiaries.
- NAKED OPTION - an option sold by the investor which obligates him or her to
sell a security which he or she does not own.
- NONDISCRETIONARY TRADING ACCOUNT - an account over which the associated
person has no direct or indirect control over the investment
decision-making process.
- OPTION - a security which gives the investor the right but not the
obligation to buy or sell a specific security at a specified price within a
specified time.
- PRECLEARANCE COMPLIANCE OFFICER - a person designated by the Manager of
Corporate Compliance, to administer, among other things, associates'
preclearance request for a specific business unit.
- PRIVATE PLACEMENT - an offering of securities that is exempt from
registration under the Securities Act of 1933 because it does not
constitute a public offering.
- SENIOR MANAGEMENT COMMITTEE - the Senior Management Committee of Mellon
Bank Corporation.
- SHORT SALE - the sale of a security that is not owned by the seller at the
time of the trade.
32
<PAGE>
INDEX OF EXHIBITS
-------------------------------
EXHIBIT A SAMPLE REPORT TO MANAGER OF CORPORATE COMPLIANCE
EXHIBIT B SAMPLE INSTRUCTION LETTER TO BROKER
EXHIBIT C PRECLEARANCE REQUEST FORM
EXHIBIT D PERSONAL SECURITIES HOLDINGS FORM
33
<PAGE>
EXHIBIT A
-------------------------------
SAMPLE REPORT TO MANAGER OF CORPORATE COMPLIANCE
--------------------------------------------------------------------------------
MELLON INTEROFFICE
MEMORANDUM
Date: From: Associate
To: Manager, Corporate Compliance Dept:
Aim #:
Aim #: 151-4342 Phone:
Fax:
RE: REPORT OF SECURITIES TRADE
Type of Associate: __________________ Insider Risk
__________________ Investment
__________________ Other
Type of Security: __________________ Mellon Bank Corporation
__________________ Mellon Bank Corporation -
optional cash purchases
under Dividend Reinvestment
and Common Stock Purchase
Plan
__________________ Mellon Bank Corporation -
exercise of an employee
stock option
Attached is a copy of the confirmation slip for a securities
trade I engaged in on _____________________, 19xx.
or
On _____________________, 19xx, I (purchased/sold)
_______________________ shares of ___________________________
through (broker). I will arrange to have a copy of the
confirmation slip for this trade delivered to you as soon as
possible.
--------------------------------------------------------------------------------
34
<PAGE>
EXHIBIT B1
-------------------------------
FOR NON-DREYFUS ASSOCIATES
--------------------------------------------------------------------------------
Date
Broker ABC
Street Address
City, State ZIP
Re: John Smith & Mary Smith
Account No. xxxxxxxxxxxxx
In connection with my existing brokerage accounts at your firm noted above,
please be advised that the Risk Management and Compliance Department of Mellon
Bank should be noted as an "Interested Party" with respect to my accounts. They
should, therefore, be sent copies of all trade confirmations and account
statements relating to my account.
Please send the requested documentation ensuring the account holder's name
appears on all correspondence to:
Manager, Corporate Compliance
Mellon Bank
P.O. Box 3130
Pittsburgh, PA 15230-3130
Thank you for your cooperation in this request.
Sincerely yours,
Associate
cc: Manager, Corporate Compliance (151-4342)
--------------------------------------------------------------------------------
35
<PAGE>
EXHIBIT B2
-------------------------------
FOR DREYFUS ASSOCIATES
--------------------------------------------------------------------------------
Date
Broker ABC
Street Address
City, State ZIP
Re: John Smith & Mary Smith
Account No. xxxxxxxxxxxxx
In connection with my existing brokerage accounts at your firm noted above,
please be advised that the Risk Management and Compliance Department of Dreyfus
Corporation should be noted as an "Interested Party" with respect to my
accounts. They should, therefore, be sent copies of all trade confirmations and
account statements relating to my account.
Please send the requested documentation ensuring the account holder's name
appears on all correspondence to:
Compliance Officer at The Dreyfus Corporation
200 Park Avenue
Legal Department
New York, NY 10166
Thank you for your cooperation in this request.
Sincerely yours,
Associate
cc: Dreyfus Compliance
--------------------------------------------------------------------------------
36
<PAGE>
<TABLE>
<CAPTION>
<S><C>
EXHIBIT C1
-------------------------------
PRECLEARANCE REQUEST FORM NON DREYFUS ASSOCIATES
====================================================================================================================================
To: Manager, Corporate Compliance 151-4342 (All Insider and Other Associates)
Designated Preclearance Compliance Officer (All Investment Associates excluding Dreyfus)
------------------------------------------------------------------------------------------------------------------------------------
Associate Name: Title: Date:
------------------------------------------------------------------------------------------------------------------------------------
Phone #: AIM #: Social Security #: Department:
------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
ACCOUNT INFORMATION
------------------------------------------------------------------------------------------------------------------------------------
Account Name: Account Number: Name of Broker/Bank:
------------------------------------------------------------------------------------------------------------------------------------
Relationship to registered owner(s) (if other than associate)
------------------------------------------------------------------------------------------------------------------------------------
I hereby request approval to execute the following trade in the above account:
====================================================================================================================================
TRANSACTION DETAIL
------------------------------------------------------------------------------------------------------------------------------------
Buy: Sell: Security/Contract: No. of Shares:
------------------------------------------------------------------------------------------------------------------------------------
If sale, date acquired: Margin Transaction: Initial Public Offering: Private Placement:
/ / Yes / / Yes / / Yes
------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
DISCLOSURE STATEMENT
------------------------------------------------------------------------------------------------------------------------------------
I hereby represent that, to the best of my knowledge, neither I nor the registered account holder is (1) attempting to benefit
personally from any existing business relationship between the issuer and Mellon or any Mellon-related fund or affiliate;
(2) engaging in any manipulative or deceptive trading activity; (3) in possession of any material non-public information
concerning the security to which is request relates.
------------------------------------------------------------------------------------------------------------------------------------
Associate Signature: Date:
------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
COMPLIANCE OFFICER USE ONLY
------------------------------------------------------------------------------------------------------------------------------------
Approved: Disapproved: Authorized Signatory: Date:
------------------------------------------------------------------------------------------------------------------------------------
Comments:
------------------------------------------------------------------------------------------------------------------------------------
Note: This preclearance will lapse at the end of the day on __________________ , 19____.
If you decide not to effect the trade, please notify me.
------------------------------------------------------------------------------------------------------------------------------------
Date: By:
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
37
<PAGE>
<TABLE>
<CAPTION>
<S><C>
EXHIBIT C2
-------------------------------
PRECLEARANCE REQUEST FORM DREYFUS ASSOCIATES ONLY
====================================================================================================================================
To: Dreyfus Compliance Officer
------------------------------------------------------------------------------------------------------------------------------------
Associate Name: Title: Date:
------------------------------------------------------------------------------------------------------------------------------------
Phone #: AIM #: Social Security #: Department:
------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
ACCOUNT INFORMATION
------------------------------------------------------------------------------------------------------------------------------------
Account Name: Account Number: Name of Broker/Bank:
------------------------------------------------------------------------------------------------------------------------------------
Relationship to registered owner(s) (if other than associate)
------------------------------------------------------------------------------------------------------------------------------------
I hereby request approval to execute the following trade in the above account:
====================================================================================================================================
TRANSACTION DETAIL
------------------------------------------------------------------------------------------------------------------------------------
Buy: Sell: Security/Contract: Symbol:
------------------------------------------------------------------------------------------------------------------------------------
Amount: Current Market Price: If sale, date acquired: Margin Transaction:
------------------------------------------------------------------------------------------------------------------------------------
Is this a New Issue? Is this a Private Placement?
/ / Yes / / No / / Yes / / No
------------------------------------------------------------------------------------------------------------------------------------
Reason for Transaction, identify source:
------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
DISCLOSURE STATEMENT
------------------------------------------------------------------------------------------------------------------------------------
I hereby represent that, to the best of my knowledge, neither I nor the registered account holder is (1) attempting to benefit
personally from any existing business relationship between the issuer and Mellon or any Mellon-related fund or affiliate;
(2) engaging in any manipulative or deceptive trading activity; (3) in possession of any material non-public
information concerning the security to which is request relates.
------------------------------------------------------------------------------------------------------------------------------------
Associate Signature: Date:
------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
COMPLIANCE OFFICER USE ONLY
------------------------------------------------------------------------------------------------------------------------------------
Approved: Disapproved: Authorized Signatory: Date:
------------------------------------------------------------------------------------------------------------------------------------
Comments:
------------------------------------------------------------------------------------------------------------------------------------
Note: This preclearance will lapse at the end of the day on ___________________, 19____.
If you decide not to effect the trade, please notify me.
------------------------------------------------------------------------------------------------------------------------------------
Date: By:
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
38
<PAGE>
EXHIBIT D1
-------------------------------
Return to: Manager, Corporate Compliance
Mellon Bank
P.O. Box 3130
Pittsburgh, PA 15230-3130
STATEMENT OF SECURITY HOLDINGS
As of ____________________________
1. List of all securities in which you, your immediate family, any other
member of your immediate household, or any trust or estate of which you or
your spouse is a trustee or fiduciary or beneficiary, or of which your
minor child is a beneficiary, or any person for whom you direct or effect
transactions under a power of attorney or otherwise, maintain a beneficial
ownership - (see Glossary in Policy). If none, write NONE. Securities
issued or guaranteed by the U.S. government or its agencies or
instrumentalities, bankers' acceptances, bank certificates of deposit and
time deposits, commercial paper, repurchase agreements and shares of
registered investment companies need NOT be listed. IF YOUR LIST IS
EXTENSIVE, PLEASE ATTACH A COPY OF THE MOST RECENT STATEMENT FROM YOUR
BROKER(S), RATHER THAN LIST THEM ON THIS FORM.
--------------------------------------------------------------------------------
NAME OF SECURITY TYPE OF SECURITY AMOUNT OF SHARES
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2. List the names and addresses of any broker/dealers holding accounts in
which you have a beneficial interest, including the name of your registered
representative (if applicable), the account registration and the relevant
account numbers. If none, write NONE.
--------------------------------------------------------------------------------
BROKER/ ADDRESS NAME OF ACCOUNT ACCOUNT
DEALER REGISTERED REGISTRATION NUMBER(S)
REPRESENTATIVE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
I certify that the statements made by me on this form are true, complete and
correct to the best of my knowledge and belief, and are made in good faith. I
acknowledge I have read, understood and complied with the Confidential
Information and Securities Trading Policy.
--------------------------------------------------------------------------------
Date: Printed Name:
--------------------------------------------------------------------------------
Signature:
--------------------------------------------------------------------------------
39
<PAGE>
EXHIBIT D2
-------------------------------
Return to: Compliance Officer at the Dreyfus Corporation
200 Park Avenue
Legal Department
New York, NY 10166
STATEMENT OF SECURITY HOLDINGS
As of ____________________________
1. List of all securities in which you, your immediate family, any other
member of your immediate household, or any trust or estate of which you or
your spouse is a trustee or fiduciary or beneficiary, or of which your
minor child is a beneficiary, or any person for whom you direct or effect
transactions under a power of attorney or otherwise, maintain a beneficial
interest. If none, write NONE. Securities issued or guaranteed by the U.S.
government or its agencies or instrumentalities, bankers' acceptances, bank
certificates of deposit and time deposits, commercial paper, repurchase
agreements and shares of registered investment companies need NOT be
listed. IF YOUR LIST IS EXTENSIVE, PLEASE ATTACH A COPY OF THE MOST RECENT
STATEMENT FROM YOUR BROKER(S), RATHER THAN LIST THEM ON THIS FORM.
--------------------------------------------------------------------------------
NAME OF SECURITY TYPE OF SECURITY AMOUNT OF SHARES
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2. List the names and addresses of any broker/dealers holding accounts in
which you have a beneficial interest, including the name of your registered
representative (if applicable), the account registration and the relevant
account numbers. If none, write NONE.
--------------------------------------------------------------------------------
BROKER/ ADDRESS NAME OF ACCOUNT ACCOUNT
DEALER REGISTERED REGISTRATION NUMBER(S)
REPRESENTATIVE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
I certify that the statements made by me on this form are true, complete and
correct to the best of my knowledge and belief, and are made in good faith. I
acknowledge I have read, understood and complied with the Confidential
Information and Securities Trading Policy.
--------------------------------------------------------------------------------
Date: Printed Name:
--------------------------------------------------------------------------------
Signature:
--------------------------------------------------------------------------------
40
