EXHIBIT 99.p
EXHIBIT 23(p)(16)(20)
CODE OF ETHICS
(AEGON USA INVESTMENT MANAGEMENT, INC., C.A.S.E. MANAGEMENT, INC., THE DREYFUS
CORPORATION, GABELLI ASSET MANAGEMENT, INC., GREAT COMPANIES, L.L.C., NWQ
INVESTMENT MANAGEMENT COMPANY, INC., SALOMON BROTHERS ASSET MANAGEMENT INC)
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CODE OF ETHICS
AEGON USA INVESTMENT MANAGEMENT, INC.
I. INTRODUCTION
AEGON USA Investment Management, Inc. ("ADVISER") is a registered
investment adviser. In recent years, the personal securities practices of
investment advisers to investment companies have come under increased regulatory
scrutiny by the Securities and Exchange Commission. Investment advisers and
their personnel owe clients the highest duty of trust and fair dealing and must
place their clients' interests ahead of their own. Investment adviser personnel,
when making investment decisions for themselves, may not place their personal
interests ahead of the client's interests. Accordingly, conflicts of interest
can arise when certain investment adviser personnel (E.G., those who may have
knowledge of impending client transactions) buy and sell securities for their
personal accounts ("PERSONAL INVESTMENT ACTIVITIES").
Section l7(j) of the Investment Company Act of 1940 (the "1940 ACT") and
rule 17j-1 thereunder are intended to address the potential conflicts arising
from the personal investment activities of investment company personnel,
including the company's investment adviser. Rule 17j-1, in relevant part, (a)
prohibits an investment adviser and its affiliated persons (E.G., officers,
directors, employees) from engaging in fraudulent acts in connection with their
personal transactions in securities held or to be acquired by the investment
company, (b) requires the investment adviser to adopt a code of ethics
reasonably designed to prevent their "access persons" (generally, personnel that
are involved in the portfolio management process) from engaging in fraudulent
acts, and (c) requires access persons to report their personal securities
transactions. The Adviser, as an investment adviser to investment companies, is
subject to the 1940 Act and therefore adopted this code of ethics (the "CODE").
Because of the recent scrutiny on personal investment activities, the
Investment Company Institute, a national association for the investment company
industry, has recommended investment companies and their advisers adopt various
measures in their particular code of ethics to obviate the conflicts, to prevent
and detect any abusive practices, and to preserve the confidence of investors.
The Adviser has amended its Code to reflect substantially the institute's
recommendations.
In amending its Code, the Adviser has given considerable thought to
developing a Code which would not inhibit unnecessarily responsible personal
investment by professional investment personnel. The Adviser believes that
personal investment experience over time can lead to better performance of the
individual's professional investment responsibility. Accordingly, the Code is
intended to permit personal investment, subject to reasonable restrictions
designed to address the concerns of possible conflicts of interests and to
preclude any overreaching.
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You should note that this Code is applicable to all employees and members of the
Adviser's board of directors, unless otherwise indicated below. The Code
addresses personal transactions in securities within the context of section
17(j) and rule 17j-l of the 1940 Act. The Code does not encompass all possible
areas of potential liability under the federal securities laws, including the
1940 Act. For instance, the federal securities laws preclude investors from
trading on the basis of material, nonpublic information or communicating this
information in breach of a fiduciary duty ("insider trading" or "tipping").
Other provisions of the 1940 Act also address transactions involving investment
companies and their affiliated persons (such as the investment adviser) which
may involve fraud or raise other conflict issues. For example, section 17(a) of
the 1940 Act generally prohibits sales or purchases of securities or other
property between a registered investment company and an affiliated person and
section 17(e) prohibits an affiliated person of a registered investment company,
acting as agent, from receiving from any source any compensation (other than
regular salary from the registered investment company) for the purchase or sale
of any property to or for such company. Accordingly, persons covered by this
Code are advised to seek advice before engaging in any transactions other than
the purchase or redemption of fund shares or the regular performance of their
normal business duties if the transaction directly or indirectly involves
themselves and one or more of the clients.
II. DEFINITION OF TERMS
A. "ACCESS PERSON" means any director, officer, general partner, or
advisory person of the Adviser.
B. "ADVISER" means AEGON USA Investment Management, Inc.
C. "ADVISORY PERSON" means (i) an employee of the Adviser or of any
company in a control relationship to the Adviser who, in connection with
his regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of a security by an Investment
Company, or whose functions relate to the making of any recommendations
with respect to such purchases or sales; and (ii) any natural person in a
control relationship to the Adviser who obtains information concerning
recommendations made to an Investment Company with regard to the purchase
or sale of a security.
D. A security is "BEING CONSIDERED FOR PURCHASE OR SALE" when a
recommendation to purchase or sell a security has been made and
communicated and, with respect to the person making the recommendation,
when such person seriously considers making such a recommendation.
E ."BENEFICIAL OWNERSHIP" shall be interpreted in the same manner as
it would be under rule 16a-l(a)(2) of the Securities Exchange Act of 1934
(the "EXCHANGE ACT") in determining whether a person has beneficial
ownership of a security for purposes of section 16 of the Exchange Act and
the rules and regulations thereunder. In this regard, beneficial ownership
will be deemed to exist if a person, directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise has a
direct or indirect pecuniary interest in the securities (I.E., an
opportunity, directly or indirectly, to profit or share in any profit
derived from a
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transaction in the securities). Under this definition, beneficial ownership
by a person includes securities held by members of a person's immediate
family sharing the same household.
F. "CONTROL" shall have the same meaning as that set forth in Section
2(a)(9) of the 1940 Act.
H. "INVESTMENT COMPANY" means a company registered under the 1940 Act
for which the Adviser is the investment adviser.
I. "INVESTMENT PERSONNEL" means (a) any Portfolio Manager and (b)
security analysts, traders and other employees who provide information and
advice to a Portfolio Manager or who help execute the Portfolio Manager's
decision.
J. "PORTFOLIO MANAGER" means those employees entrusted with the
authority and responsibility to make investment decisions affecting an
Investment Company.
N. "PURCHASE OR SALE OF A SECURITY" includes, INTER ALIA, the writing
of an option to purchase or sell a security.
O. "REVIEW OFFICER" shall mean the President of AEGON USA Investment
Management, Inc. or his designated representative.
P. "SECURITY" shall have the meaning set forth in Section 2(a)(36) of
the 1940 Act, except that it shall not include shares of registered
open-end investment companies, securities issued by the Government of the
United States, short-term debt securities which are "government securities"
within the meaning of Section 2(a)(16) of the Investment Company Act,
bankers' acceptances, bank certificates of deposit, commercial paper and
such other money market instruments as designated by the Review Officer.
III. STATEMENT OF GENERAL PRINCIPLES
A. The Code is based on the principle that the officers, directors,
and employees of Adviser owe a fiduciary duty to our clients to conduct
their personal securities transactions in a manner which does not interfere
with client portfolio transactions or otherwise take unfair advantage of
their relationship to the clients.(1) In light of this fiduciary
obligation, personal investment activities of Access persons are subject to
the following general principles:
1. No Access person shall enter into or engage in a security
transaction, business activity, or other relationship which may result in
any financial or other conflict of interest
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1 Persons covered by this Code must adhere to its general principles as well
as comply with the Code's specific provisions. It bears emphasis that
technical compliance with the Code's procedures will not automatically
insulate from scrutiny trades that show a pattern of abuse of the
individual's fiduciary duties to the clients.
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between such person and any client;
2. No personal investment activities by an Access person shall
conflict with the duty to place the interests of clients before any
personal interests;
3. All personal investment activities shall be conducted consistent
with the requirements and standards set forth in this Code in such a manner
as to avoid any actual or potential conflict of interest or any abuse of an
individual's position of trust;
4. No Access person shall, directly or indirectly, take inappropriate
advantage of his or her position with any client. This principle includes,
but is not limited to, the following:
a. No Access person in a fiduciary relationship with respect to a
portfolio shall profit, directly or indirectly, due to his or her
position with respect to such portfolio. A person who learns about any
corporate opportunity due to their position may not take advantage of
and profit from such corporate opportunity.
b. No Access person shall accept any special favors, benefits or
preferential treatment due to his or her fiduciary relationship with
any portfolio, except for the usual and ordinary benefits directly
provided by the Adviser or any portfolio managed thereby.
c. No Access person shall release any information regarding
actual or contemplated securities transactions by any portfolio or any
actual or proposed portfolio changes, except in the performance of
employment duties, or in connection with any official report or
disclosure which makes such information public knowledge.
IV. EXEMPTED TRANSACTIONS
The provisions of Section V of this Code shall not apply to:
A. Purchases or sales of securities effected in any account over
which the Access person has no direct or indirect influence or
control.
B. Purchases or sales of securities which are not eligible for
purchase or sale by an Investment Company.
C. Purchases or sales of securities which are nonvolitional on
the part of either the Access person or an Investment Company (e.g.,
purchases through dividend reinvestment plans, transactions in
corporate mergers, stock splits, tender offers).
D. Purchases effected upon the exercise of rights issued by an
issuer PRO RATA to all holders of a class of its securities, to the
extent such rights were acquired from such issuer, and sales of such
rights so acquired.
E. Purchases or sales of securities issued by companies with
market capitalization of
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at least $1 billion. Please note the fiduciary principles outlined above
still apply.
F. De minimis purchases and sales of securities. A de minimis purchase
or sale means a securities transaction involving 100 shares or less issued
by the same issuer per year. Please note the fiduciary obligations outlined
above still apply.
G. Purchases or sales which receive the prior approval of the Review
Officer to exempt the transaction. The Review Officer may grant an
exception from one or more provisions of the Code only after careful
consideration of the proposed transacti6n or activity, the potential
conflicts it may raise, and whether it is consistent with the objectives
and spirit of the Code.
V. RESTRICTIONS ON PERSONAL INVESTING
The Advisor has adopted the following substantive restrictions to
guard against the most likely cases in which conflicts occur.
A. Access persons shall not purchase or sell, directly or indirectly,
any security in which he or she has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership and which to his or
her actual knowledge at the time of such purchase or sale (a) is being
considered for purchase or sale by an Investment Company; or (b) is being
purchased or sold by an Investment Company.
Without limiting the generality of the foregoing, (a) no
Portfolio Manager may purchase or sell any security within seven (7)
calendar days before and after any portfolio of an Investment Company which
he or she manages trades in that security, and (b) no Access person shall
purchase or sell any security on the same day there is a pending buy or
sell order in that security by any of Investment Companies advised by the
Adviser. Any profits realized on trades within the prescribed periods will
be disgorged.
B. Investment Personnel shall not acquire any securities in an initial
public offering, unless such person has received approval from the Review
Officer.
C. Investment Personnel shall not acquire any securities in a private
placement exempt from the registration requirements of the Securities Act
of 1933, as amended, pursuant to section 4(2) of the Act, unless the person
has received written approval by the Review Officer. In granting such
approval, the Review Officer will take into account, among other things,
whether the investment opportunity should be reserved for Investment
Companies and whether the opportunity is being offered to an individual by
virtue of his or her position with the Adviser. Any person authorized to
acquire securities in a private placement must disclose such investment if
he or she is involved in any manner with a client's subsequent
consideration of an investment in the same or an affiliated issuer. In such
circumstances, the decision to purchase securities of the issuer for the
Investment Company will be subject to independent review by a designated
Access person with no personal interest in the issuer.
D. Investment Personnel shall not purchase and sell, or sell and
purchase, the same
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equivalent) securities within sixty (60) calendar days, without prior
written approval of the Review Officer. In granting such approval, the
Review Officer shall determine that no abuses are involved and the equities
of the situation strongly support an exception. Approval, however, is not
required for exchange-traded options that are purchased to establish a bona
fide hedge position on securities held over 60 days, or for futures or
options on U.S. bonds, treasuries or notes. Any profits realized on
short-term trades in violation of this provision may be disgorged.
VI. RESTRICTIONS ON GIFTS AND SERVICES AS A DIRECTOR
A. Investment Personnel may not receive any gift or other thing of more
than de minimis value from any person or entity that does business with or
on behalf of any client.
B. Investment Personnel shall not serve on the boards of directors of
publicly traded companies without prior written authorization from the
Review Officer. In granting such authorization, the Review Officer shall
determine that the board service would be consistent with the interests of
Investment Companies and their shareholders. If board service is
authorized, the Review Officer shall establish appropriate "Chinese Walls"
or other procedures to isolate the person serving on the board from those
making investment decisions as to securities of any such company.
VII. COMPLIANCE PROCEDURES
The Adviser must not only adopt a Code, but must implement and enforce
its provisions effectively. Accordingly, the Adviser has adopted the
following compliance measures:
A. Pre-clearance
Access persons must receive prior approval of their personal
investment transactions in securities, as defined above, from the Review
Officer. Such authorization will be effective for five business days. The
pre-clearance requirement shall not apply to the Exempted Transactions
listed in Section IV.
B. Reporting Requirements
1. All Access persons must disclose a listing ("personal holdings
report") of all securities directly or indirectly beneficially owned by the
Access person at the time he or she becomes an access person. The personal
holdings report must be filed with the Review Officer within 10 days of the
event that causes the employee to become an Access person and thereafter
must submit a revised list of such holdings as of December 31 of each
subsequent year to the Review Officer (E.G., hiring, promotion, or change
of position). The reports required hereunder shall provide the title, CUSIP
number (if any), number of shares, principal amount with respect to each
security, the price the transaction was effected, the name of the broker,
dealer, bank or other entity with or through whom the transaction was
effected, the date of the transaction and the date the report was signed.
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2. No later than 10 days after the end of a calendar quarter, each
access person must report to the Review Officer all accounts opened during
the quarter in which securities or limited offerings were held for the
direct or indirect benefit of the Access Person. Specifically, the Access
Person must report:
a. the name of the broker, dealer, bank or other entity with whom the
account was opened
3. Every Access person must direct his or her broker to supply to the
Review Officer duplicate copies of confirmations of all transactions in
securities in which the Access person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership in the security, and
copies of periodic statements for all securities accounts.
Such confirmations must be provided not later than 10 days after
the end of the calendar quarter in which the transaction to which the
confirmation relates was effected and shall contain the following
information:
a. The date of the transaction, the title, CUSIP number (if any)
and the number of shares, and the principal amount of each security
involved;
b. The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
c. The price at which the transaction was effected; and
d. The name of the broker, dealer or bank with or through whom
the transaction was effected.
If the confirmation statement or account statement does not
contain all the information required above and the information has not
otherwise been supplied to the Review Officer, the Access person shall
submit a report within the above time period providing the missing
information. In addition, in the event the broker is unable to supply the
confirmations, such as the Schwab discretionary account with Adviser's
401(k) program, the employee must file a report containing the information
and within the time period specified above.
4. Notwithstanding subsection B, no person shall be required to file a
report with respect to transactions effected for any account over which
such person does not have any direct or indirect influence or control.
C. Certifications
1. Each new employee will be given the Code upon becoming an employee.
Within ten (10) days thereafter, the employee must file a report with the
Review Officer or other designated person that he or she has read the Code
and understands that he or she is subject to the Code's provisions.
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2. All Access Persons will be required to certify on an annual basis
that they: (a) have read and understood the Code, (b) recognize that they
are subject to the Code, and (c) have complied with the requirements of the
Code and disclosed or reported all personal securities transactions
required thereunder.
D. Monitoring Procedures
The Review Officer or other designated personnel will monitor the
personal investment activities of Access persons. The Review Officer or
other designated persons shall review the reports and confirmations filed
by each Access person. In monitoring these transactions, the reviewer may
also, among other things,
1. Compare preclearance logs and confirmation statements for
discrepancies;
2. Compare preclearance logs and confirmation statements with
Investment Company transactions to determine if any potential conflict
existed;
3. Compare preclearance logs and confirmation statements of employees
in the same department or brokerage statements of different employees who
use the same broker;
4. Compare annual reports of personal holdings with Investment Company
transactions during the same 12-month period;
5. Notify immediately an employee of an apparent discrepancy or
potential conflict, request a written explanation, report the apparent
discrepancy or potential conflict to senior management, and take corrective
action if necessary;
6. Provide continuing education programs to remind employees of the
importance of the Code provisions and to provide a special opportunity to
ask questions; and
7. Review the Code on a regular basis and update the Code and its
procedures as necessary.
VIII. SANCTIONS
Upon discovering a violation of this Code, the Adviser may impose such sanctions
as it deems appropriate, including, INTER ALIA, a letter of censure, suspension,
termination of the employment, or criminal referral of the violator. All
material violations of this Code shall be referred to senior management to
determine the appropriate sanction. To the extent practicable, the referral will
not disclose the employee's identity unless otherwise requested by the employee.
The employee will have the opportunity to submit a written statement in either
anonymous or disclosed form. The employee may be represented by counsel at any
time the employee's supervisor makes a presentation with respect to an employee.
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IX. RECORDS
The Adviser shall maintain records in the manner and to the extent set
forth below, which records shall be available for examination of representatives
of the Securities and Exchange Commission.
1. A copy of this Code and any other code which is, or at any time with the
past six years has been, in effect shall be preserved;
2. A record of any violation of this Code, and of any action taken as a result
of such violation, shall be preserved for a period of not less than six
years;
3. A copy of each report made by an Access Person pursuant to this Code shall
be preserved for a period of not less than six years; and
4. A list of all persons who are, or within the past six years have been,
required to make reports pursuant to this Code shall be maintained.
5. A list of personnel who are, or within the past six years have been Review
Officers shall be maintained.
X. MISCELLANEOUS
1. All reports of securities transactions and any other information filed with
the Adviser pursuant to this Code shall be treated as confidential.
2. The Adviser may from time to time adopt such interpretations of this Code
as it deems appropriate.
3. The Review Officer shall prepare a report to the Advisers Board of
Directors, upon request, as to the operation of this Code and shall address
in any such report the need (if any) for further changes or modifications
to this Code.
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C.A.S.E. MANAGEMENT, INC.
CODE OF ETHICS
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I. PREAMBLE
The officers, directors, employees and other affiliated persons (as that
term is defined in the Investment Company Act of 1940) of C.A.S.E.
Management, Inc. (the "Advisor") will in varying degrees participate in or
be aware of decisions made to implement the investment policies of certain
registered investment companies (hereinafter sometimes referred to
individually as the "Fund" and collectively as the "Funds"). The
relationship thus created mandates adherence to the highest standards of
conduct and integrity by each and every director, officer, employee and
other affiliate of the Advisor. The establishment of high standards of
behavior is intended to prevent any intentional or unintentional
transgression, while not unnecessarily interfering with the privacy and
freedom of the individuals concerned.
II. SCOPE
It is intended that all investments or investment practices involving a
possible conflict of interest will be avoided so as to prevent any
impairment of a person's ability to be disinterested in making investment
decisions and any use for the benefit of a personal account (as hereinafter
defined) of information relating to transactions being effected on behalf
of or to be recommended to any of the Funds.
III. APPLICABILITY
Except as otherwise provided in Section VI hereof, the provisions of this
Code shall apply to all access persons (as hereinafter defined) of the
Advisor.
IV. DEFINITIONS
A. "Access Person" shall mean any director, officer or advisory person of
the Advisor who, with respect to any of the Funds, makes any
recommendation or decision regarding the purchase or sale of a
security by any of the Funds, or participates in the determination of
such a recommendation or decision; or who, in connection with his or
her duties, obtains any information concerning such securities
recommendations or decision.
B. "Act" shall mean the Investment Company Act of 1940.
C. "Advisory Person" of the Advisor shall mean:
(i) Any employee of the Advisor (or of any company in a control
relationship to the Advisor) who, in connection with his or her
regular functions or duties, makes participates in, or obtains
information regarding the purchase or sale of
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a security by any of the Funds, or whose functions relate to the
making of any recommendations or decisions with respect to such
purchases or sales; and
(ii) Any natural person in a control relationship to the Advisor who
obtains information concerning recommendations made to any of the
Funds or decisions with regard to the purchase or sale of a
security for any of the Funds.
D. "Beneficial Ownership" of securities by any person subject to this
Code shall mean a direct or indirect pecuniary interest in the
security. A "direct pecuniary interest" is the opportunity, directly
or indirectly, to profit, or to share the profit, from a transaction.
An "indirect pecuniary interest" is any nondirect financial interest,
but is specifically defined in the Rules to include securities held by
members of a person's immediate family sharing the same household;
securities held by a partnership of which a person is a general
partner; securities held by a trust of which a person is the settlor
if the person can revoke the trust, or a beneficiary if the person has
or shares investment control with the trustee; and equity securities
which may be acquired upon exercise of an option or other right, or
through conversion."
E. "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Act.
F. "Personal Account" of any person subject to this Code shall mean:
(i) Accounts as to which such person has beneficial ownership;
(ii) Accounts of any of other individual or entity whose accounts are
managed or controlled by or through such person; and
(iii) Accounts of any other individual or entity to whom such person
gives advice with regard to the acquisition or disposition of
securities, other than any of the Funds; provided, however, that
the term "personal account" shall not be construed in a manner
which would impose a limitation or restriction upon the normal
conduct of business by directors, officers, employees and
affiliates of the Advisor.
G. "Purchase or sale of a security" shall include, among other things,
the writing of an option to purchase or sell a security.
H. "SEC" shall mean the Securities and Exchange Commission.
I. "Security" shall have the meaning set forth in Section 2(a)(36) of the
Act, except that it shall not include securities issued by the
Government of the United States, bankers' acceptances, bank
certificates of deposit, commercial paper and shares of registered
open-end investment companies.
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J. "Security held or to be acquired by any of the Funds" shall mean any
security which, within the most recent 15 days:
(i) Is or has been held by any of the Funds, or
(ii) Is being of has been considered by any of the Funds or the
Advisor for purchase by any of the Funds.
V. STANDARDS OF CONDUCT
A. CONFLICT OF INTEREST - GENERAL RULE. In any matter involving both the
personal account of a person to whom this Code is applicable and
securities held or to be acquired by any of the Funds, the person
subject to this Code shall resolve any known or reasonably to be
anticipated conflict of interest in favor of the Funds. All
investments or investment practices involving a possible conflict of
interest shall be avoided in order to prevent any impairment of an
access person's ability to be disinterested in making investment
decisions and any use of information as to possible actions being or
to be recommended to any of the Funds for the benefit of a personal
account. It is anticipated that because of the breadth of the Funds'
portfolios, many types of investments will be under regular
consideration. However, since most investments for personal accounts
will be of modest size and not likely to influence the market price,
the Advisor deems it unnecessarily restrictive to prohibit all
purchases and sales in all such securities at any time that they are
contemplated for purchase or sale or are the subject of a program for
purchase or disposition by any of the Funds.
In connection with direct or indirect purchase or sale of a security
held or to be acquired by any of the Funds for a personal account no
person to whom this Code is applicable shall:
(i) Employ any device, scheme or artifice to defraud any of the
Funds;
(ii) Make to any of the Funds any untrue statement of a material fact
or omit to state to any of the Funds a material fact necessary in
order to make the statements made, in light of the circumstances
under which they are made, not misleading;
(iii) Engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon any of the
Funds; or
(iv) Engage in any manipulative practice with respect to any of the
Funds.
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B. PROHIBITED TRANSACTIONS
1. REPORTS. Written reports relating to a particular activity or to an
industry prepared for the Advisor's or any of the Funds' use shall not
go outside the office without written permission of the President of
the Advisor or an officer designated by him.
2. NEW ISSUES. Officers and employees of the Advisor shall observe great
caution in purchasing new issues, particularly those reputed to be in
short supply.
3. GIFTS AND OTHER BENEFITS. No officer or employee of the Advisor shall
accept a gift from a person doing business with any of the Funds if
receipt of the gift may adversely affect the business judgment of the
officer or employee. This is not meant to constrain normal meetings
with brokers, hosted by them, which the officer or employee believes
will benefit the Funds.
4. DISCLOSURE OF MATERIAL POSITIONS OR RECENT TRADING. At no time may any
access person recommend or authorize the holding, purchase or sale of
any security by any of the Funds without first disclosing the
existence of any material (in relationship to personal financial
circumstances) position (long or short) in such security held by, or
recent trading in such security by, any personal account of such
access person. Such disclosure shall be made to the President of the
Advisor or an officer designated by him.
VI. REPORTING REQUIREMENTS
A. REQUIREMENT. Except as otherwise provided herein, every access person
of the Advisor shall make a report containing the information
described in Section VI(B) hereof to the President of the Advisor or
an officer designated by him with respect to transactions in any
security in which such access person has, or by reason of such
transaction acquires, any beneficial ownership. The Advisor shall
identify all access persons who are under a duty to make such reports
and shall inform such persons of such duty.
B. REPORT. Each report in the form attached hereto as Exhibit A required
to be made hereunder shall be delivered to the President of the
Advisor or an officer designated by him not later than 10 days after
the end of the calendar quarter in which the transaction to which the
report relates was effected.
Such reports will be received regularly by the President of the
Advisor or an officer designated by him on behalf of the Advisor. Any
such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he has
any direct or indirect beneficial ownership in the security. If
required by law, the report will also be available for inspection by
the SEC staff, but will otherwise be afforded confidential treatment.
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C. EXCEPTION. Notwithstanding Paragraph VI(A) hereof, no person shall be
required to make a report with respect to transactions effected for
any account over which such person does not have any direct or
indirect influence or control.
VII. SANCTIONS. Violations of this Code or any section hereof shall be grounds
for appropriate sanctions, including dismissal. All material violations of
this Code and any sanctions imposed with respect thereto shall be reported
periodically to the Boards of Directors or Trustees of the Funds.
VIII. INTERPRETATIONS AND EXCEPTIONS. Any questions regarding the applicability,
meaning or administration of the Code shall be referred by the person
concerned in advance of any contemplated transaction to the President of
the Advisor or to an officer designated by him. Exemptions will be granted
(in addition to those pursuant to Section VI hereof) by said officer if,
in his judgement, the obligation of the person involved pursuant to this
Code of Ethics is not compromised.
IX. ACCEPTANCE. Each person to whom this Code is applicable shall receive a
copy of same. Any amendments to this Code shall be similarly furnished to
each person to whom this Code is applicable. Each officer and employee of
the Advisor to whom this Code is applicable shall sign a statement that he
or she has read this Code and will abide by it. The signed statement shall
then be kept in the files of the Advisor. A form of the statement is
attached hereto as Exhibit B.
X. RECORDS. This code, a copy of each report by an access person, any report
hereunder to the Boards of Directors or Trustees of the Funds and lists of
all persons required to make reports shall be preserved with the Advisor's
records for the period required by Rule 17j-1 of the Act.
XI. EFFECTIVE DATE. The provisions of this Code shall be effective on and
after August 17, 1992, and amendments shall become effective when
promulgated.
5
<PAGE>
EXHIBIT A
C.A.S.E. MANAGEMENT, INC.
Securities Transaction Report
For the Calendar Quarter Ended _______________
(mo. / day / yr.)
To C.A.S.E. Management, Inc., the Investment Advisor to certain registered
investment companies.
During the quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such transaction
acquired, direct or indirect beneficial ownership, and which are required to be
reported pursuant to the Code of Ethics:
<TABLE>
<CAPTION>
Number of Nature of Broker/dealer
Shares of Dollar Transaction or Bank
Date of Principal Amount of (Purchase) Sale, Through Whom
Security Transaction Amount Transaction Other Price Effected
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control, (ii) other transactions not required to be
reported and (iii) is not an admission that I have had any direct or indirect
beneficial ownership in the securities listed above.
Date: Signature: ________________________
6
<PAGE>
EXHIBIT B
STATEMENT RE CODE OF ETHICS
C.A.S.E. MANAGEMENT, INC.
The undersigned hereby certifies that he or she has read and will abide
by the Code of Ethics dated as of August 17, 1992, or as subsequently amended,
and that he or she knows such failure may constitute a violation of federal and
state securities laws and regulations which may subject him or her to civil
liabilities and criminal penalties. The undersigned acknowledges that failure to
observe the provisions of said Code shall be basis for any appropriate sanction,
including dismissal.
Date: Signature: _______________________
7
<PAGE>
CONFIDENTIAL INFORMATION AND
SECURITIES TRADING POLICY
<PAGE>
<TABLE>
<CAPTION>
CONTENTS
Page
--------------------------------------------
<S> <C>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C>
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
</TABLE>
<PAGE>
INTRODUCTION
------------------
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.
------------------------------------------------
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.
------------------------------------------------
1
<PAGE>
PART I - APPLICABLE TO ALL ASSOCIATES
------------------
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.
o 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.
o 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.
o 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.
o 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.
o 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
<PAGE>
RULES FOR PROTECTING CONFIDENTIAL INFORMATION - The
following are some basic rules to follow to protect
confidential information.
o 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.
o 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").
o 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.
o 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.
o 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.
o 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.
o 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.
3
<PAGE>
o 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.
o 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:
o establishing records retention and destruction policies;
o using code names;
o 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
o 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
<PAGE>
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:
o a proposal or agreement for a merger, acquisition or
divestiture, or for the sale or purchase of substantial
assets;
o 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;
o dividend declarations or changes;
o extraordinary borrowings or liquidity problems;
o defaults under agreements or actions by creditors, customers
or suppliers relating to a company's credit standing;
o earnings and other financial information, such as large or
unusual write-offs, write-downs, profits or losses;
o pending discoveries or developments, such as new products,
sources of materials, patents, processes, inventions or
discoveries of mineral deposits;
o a proposal or agreement concerning a financial
restructuring;
o a proposal to issue or redeem securities, or a development
with respect to a pending issuance or redemption of
securities;
o a significant expansion or contraction of operations;
o information about major contracts or increases or decreases
in orders;
o the institution of, or a development in, litigation or a
regulatory proceeding;
o developments regarding a company's senior management;
o information about a company received from a director of that
company; and
o 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.
5
<PAGE>
"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
<PAGE>
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 -
o 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.
o ELECTRONIC DATA - Associates in Investment Functions must
not have access to personal computer or word processing
files of associates in Potential Insider Functions.
o 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.
o 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.
o 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
7
<PAGE>
materiality or nonpublic nature of the requested information
by consulting their department head, who will contact the
General Counsel, as appropriate.
o 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.
o 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.
o 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:
o 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.
o 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.
8
<PAGE>
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.
9
<PAGE>
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).
o SHORT SALES - Short sales of Mellon securities by
associates are prohibited.
o 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.
o 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.
o 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.
o 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.
o 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
<PAGE>
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:
o accounts of a spouse, minor children or relatives to whom
substantial support is contributed;
o accounts of any other member of the associate's household
(e.g., a relative living in the same home);
o trust accounts for which the associate acts as trustee or
otherwise exercises any type of guidance or influence;
o Corporate accounts controlled, directly or indirectly, by
the associate;
o arrangements similar to trust accounts that are
established for bona fide financial purposes and benefit the
associate; and
o any other account for which the associate is the
beneficial owner (see Glossary for a more complete legal
definition of "beneficial owner").
11
<PAGE>
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:
o 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.
o CUSTOMER TRANSACTIONS - Trading for customers and Mellon
accounts should always take precedence over associates'
transactions for their own or related accounts.
o 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.
o INITIAL PUBLIC OFFERINGS - Mellon prohibits its associates
from acquiring any securities in an initial public offering
("IPO").
o 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.
12
<PAGE>
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.
o 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.
o 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.
o 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.
o 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.
o 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.
13
<PAGE>
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:
o 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>
o 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;
o employed by a broker/dealer subsidiary of a Mellon entity
other than Dreyfus;
o 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
o an associate specifically designated as an Insider Risk
Associate by the Manager of Corporate Compliance.
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<PAGE>
INVESTMENT ASSOCIATE -
You are considered to be an Investment Associate if you are:
o 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;
o a Dreyfus associate;
o an associate of a Mellon entity registered under the
Investment Advisers Act of 1940;
o 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
o 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.
15
<PAGE>
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:
o 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.
o 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
o 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
(other than Mellon) (other than Mellon)
- 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.
16
<PAGE>
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:
o purchases or sales of Exempt Securities (see Glossary);
o purchases or sales of municipal bonds;
o 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;
o transactions that are non-volitional on the part of an
associate (such as stock dividends);
o 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);
o the automatic reinvestment of dividends under a DRIP
(preclearance is required for OPTIONAL cash purchases under
a DRIP);
o 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;
o sales of rights acquired from an issuer, as described
above; and/or
o 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:
o 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);
o preclearance requests should not be made for a transaction
that the Insider Risk Associate does not intend to make; and
o 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:
o Mellon is involved as a lender, investor or adviser in a
merger, acquisition or financial restructuring involving the
company;
o Mellon is involved as a selling shareholder in a public
distribution of the company's securities;
18
<PAGE>
o Mellon is involved as an agent in the distribution of the
company's securities;
o Mellon has received material nonpublic information on the
company;
o Mellon is considering the exercise of significant
creditors' rights against the company; or
o 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
o 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.
o 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:
o any direct or indirect beneficial ownership of any
securities of such issuer;
o any contemplated transaction by the Investment Associate
in such securities;
o any position with such issuer or its affiliates; and
o 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")
o 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>
o 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.
o 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:
o purchases or sales of "Exempt Securities" (see Glossary);
o 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;
o transactions which are non-volitional on the part of an
associate (such as stock dividends);
o 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);
o purchases which are part of an automatic reinvestment of
dividends under a DRIP (Preclearance is required for
OPTIONAL cash purchases under a DRIP);
o 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;
o sales of rights acquired from an issuer, as described
above; and/or
o 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:
o preclearance authorization will expire at the end of the
day on which preclearance is given;
o preclearance requests should not be made for a transaction
that the Investment Associate does not intend to make; and
o 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
o 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.
o 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.
o 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.
o 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:
o DRIP OPTIONAL CASH PURCHASES - Optional cash purchases
under Mellon's Dividend Reinvestment and Common Stock
Purchase Plan (the "Mellon DRIP").
o 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.
25
<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:
o 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);
o preclearance requests should not be made for a transaction
that the Other Associate does not intend to make; and
o 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.
26
<PAGE>
PART V - APPLICABLE TO
NONMANAGEMENT BOARD MEMBER
--------------------------
NONMANAGEMENT BOARD MEMBER -
You are considered to be a Nonmanagement Board Member if you
are:
o a director of Dreyfus who is not also an officer or
employee of Dreyfus ("Dreyfus Board Member"); or
o 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:
o 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;
o 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;
o 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
o 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.
27
<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:
o any direct or indirect beneficial ownership of any
securities of such issuer;
o any contemplated transaction by the Nonmanagement Board
Member in such securities;
o any position with such issuer or its affiliates; and
o 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 -
o "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.
o 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
o APPROVAL - written consent or written notice of
nonobjection.
o ASSOCIATE - any employee of Mellon Bank Corporation or its
direct or indirect subsidiaries; does not include outside
consultants or temporary help.
o 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.
o "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).
o CORPORATION - Mellon Bank Corporation.
o DREYFUS - The Dreyfus Corporation and its subsidiaries.
o DREYFUS ASSOCIATE - any employee of Dreyfus; does not
include outside consultants or temporary help.
31
<PAGE>
o 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.
o GENERAL COUNSEL - General Counsel of Mellon Bank
Corporation or any person to whom relevant authority is
delegated by the General Counsel.
o 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.
o INITIAL PUBLIC OFFERING (IPO) - the first offering of a
company's securities to the public.
o 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.
o 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.
o MELLON - Mellon Bank Corporation and all of its direct and
indirect subsidiaries.
o NAKED OPTION - an option sold by the investor which
obligates him or her to sell a security which he or she does
not own.
o NONDISCRETIONARY TRADING ACCOUNT - an account over which
the associated person has no direct or indirect control over
the investment decision-making process.
o 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.
o 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.
o 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.
o SENIOR MANAGEMENT COMMITTEE - the Senior Management
Committee of Mellon Bank Corporation.
o 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>
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 Initial Public Private
Transaction: Offering: 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:
--------------------------------------------------------------------------------
37
<PAGE>
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 If sale, date Margin
Price: acquired: 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:
--------------------------------------------------------------------------------
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.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
NAME OF SECURITY TYPE OF SECURITY AMOUNT OF SHARES
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
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.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
BROKER/ ADDRESS NAME OF ACCOUNT ACCOUNT
DEALER REGISTERED REGISTRATION NUMBER(S)
REPRESENTATIVE
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
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.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
NAME OF SECURITY TYPE OF SECURITY AMOUNT OF SHARES
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
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.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
BROKER/ ADDRESS NAME OF ACCOUNT ACCOUNT
DEALER REGISTERED REGISTRATION NUMBER(S)
REPRESENTATIVE
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
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
<PAGE>
GREAT COMPANIES, L.L.C.
CODE OF ETHICS
GREAT COMPANIES, L.L.C.
CODE OF ETHICS
This Code of Ethics has been adopted by the Managers of Great Companies, L.L.C.
("Great Companies") in accordance with Rule 17j-1(b) under the Investment
Company Act of 1940, as amended (the "Act"), and the Recommendations of the
Investment Company Institute Advisory Group on Personal Investing. Rule 17j-1
under the Act generally proscribes fraudulent or manipulative practices with
respect to purchases or sales of securities held or to be acquired by investment
companies, if effected by associated persons of such investment companies.
While affirming its confidence in the integrity and good faith of all of its
employees, officers, and directors, Great Companies recognizes that certain of
its personnel have or may have knowledge of present or future portfolio
transactions and, in certain instances, the power to influence portfolio
transactions made by or for Great Companies Clients, and that if such
individuals engage in personal transactions in securities that are eligible for
investment by Clients, these individuals could be in a position where their
personal interests may conflict with the interests of Clients.
In view of the foregoing and of the provisions of Rule 17j-1(b)(1) under the
Act, Great Companies has determined to adopt this Code of Ethics to specify and
prohibit certain types of transactions deemed to create actual conflicts of
interest, the potential for conflicts, or the appearance of conflicts, and to
establish reporting requirements and enforcement procedures.
1
<PAGE>
GREAT COMPANIES, L.L.C.
CODE OF ETHICS
I. STATEMENT OF GENERAL PRINCIPLES
In recognition of the trust and confidence placed in Great Companies by its
Clients and to give effect to Great Companies belief that its operations should
be directed to benefit its Clients, Great Companies hereby adopts the following
general principles to guide the actions of its employees, officers, and
directors:
1. The interests of Clients are paramount. All Great Companies personnel
must conduct themselves and their operations to give maximum effect to
this tenet by assiduously placing the interests of Clients before their
own.
2. All personal transactions in securities by Great Companies personnel
must be accomplished so as to avoid even the appearance of a conflict
of interest on the part of such personnel with the interests of a
Client.
3. All Great Companies personnel must avoid actions or activities that
allow (or appear to allow) a person to profit or benefit from his or
her position with respect to a Client, or that otherwise bring into
question the person's independence or judgment.
II. DEFINITIONS
1. "Access Person" means (i) every director or officer of Great Companies,
(ii) every employee of Great Companies who, in connection with his or
her regular functions or duties, makes, participates in, or obtains
information regarding the Purchase or Sale of a Security by a Client,
or whose functions relate to the making of any recommendations with
respect to such purchases or sales, and (iii) any natural person in a
Control relationship to Great Companies who obtains information
concerning recommendations made by Great Companies with respect to the
Purchase or Sale of a Security by a Client.
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GREAT COMPANIES, L.L.C.
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2. "Beneficial Ownership" of a Security is to be determined in the same
manner as it is for purposes of Section 16 of the Securities Exchange
Act of 1934. This means that a person should generally consider himself
of herself the beneficial owner of any securities in which he or she
has a direct or indirect pecuniary interest. In addition, a person
should consider himself or herself the beneficial owner of securities
held by (i) his or her spouse or partner, (ii) minor children, (iii) a
relative who shares his or her home, or (iv) other persons by reason of
any contract, arrangement, understanding, or relationship that provides
him or her with sole or shared voting or investment power over the
securities held by such person.
3. "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Act. Section 2(a)(9) provides that "control" means the
power to exercise a controlling influence over the management or
policies of a company, unless such power is solely the result of an
official position with such company. Ownership of 25% or more of a
company's outstanding voting securities is presumed to give the holder
of those securities control over the company. This is a rebuttable
presumption, and it may be countered by the facts and circumstances of
the given situation. A natural person shall not be presumed to be a
controlled person.
4. "Client" means any investment company registered under the Act, a
series of an investment company registered under the Act, or a
separately managed investment management account for which Great
Companies acts as investment adviser or sub-adviser.
5. "Initial Public Offering" means an offering of securities registered
under the Securities Act of 1933, the issuer of which, immediately
before the registration, was not subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934.
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6. "Investment Personnel" means (a) any portfolio manager and (b) Security
analysts, traders and other personnel, who provide information and/or
advice to any portfolio manager, or who execute or help execute any
portfolio manager's decisions.
7. "Limited Offering" means an offering that is exempt from registration
under the Securities Act of 1933 pursuant to Section 4(2) or Section
4(6) or pursuant to Rules 504, 505, or 506 under the Securities Act of
1933. The term includes so-called private placements such as any
investment limited partnership that is exempt from registration.
8. An Access Person's "Personal Account" means any Securities account in
which such Access Person has direct or indirect Beneficial Ownership.
9. "Purchase or Sale of a Security" includes, among other things, the
writing of an option to purchase or sell a Security.
10. The designated "Review Officer" is the [___________________] of Great
Companies. The "Alternate Review Officers" are [(i)] ________________
of Great Companies. In the absence of the Review Officer, an Alternate
Review Officer shall act in all respect in the manner prescribed herein
for the Review Officer. A "Code of Ethics Officer," as designated by
the Review Officer, shall act under the direction and supervision of
the Review Officer.
11. A "Related Security" is any Security whose value directly fluctuates as
a result of a change in the value of a Security or Limited Offering in
the Securities Universe.
12. "Security" shall have the same meaning as that set forth in Section
2(a)(36) of the Act, except that it shall not include securities issued
by the Government of the United States or an agency thereof, bankers'
acceptances, bank certificates
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of deposit, commercial paper, and shares of registered open-end mutual
funds. The term includes any investment limited partnership that is
registered under the Securities Act of 1933 and any Initial Public
Offering.
13. A "Limited Offering or Security Held or to be Acquired" by a Client
means any Limited Offering or Security which, within the most recent 15
days, (i) is or has been held by a Client or (ii) is being or has been
considered by Great Companies for purchase for a Client.
14. A Limited Offering or Security is "Being Purchased or Sold" by a Client
from the time when a recommendation has been communicated to the
persons who place the buy and sell orders for a Client until the time
when such program has been fully completed or terminated.
15. "Security Universe" means only the Securities or Limited Offerings held
or to be acquired by Great Companies, or a subsidiary of Great
Companies located on the same premises as Great Companies or using
Great Companies security transaction facilities for a Client.
III. PROHIBITED PURCHASES AND SALES OF SECURITIES AND LIMITED OFFERINGS.
1. No Access Person shall, in connection with the purchase or sale,
directly or indirectly, by such person of a Limited Offering or
Security Held or to be Acquired by any Client:
a) employ any device, scheme, or artifice to defraud such Client;
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b) make to such Client any untrue statement of a material fact or
omit to state to such Client a material fact necessary in
order to make the statements made, in light of the
circumstances under which they are made, not misleading;
c) engage in any act, practice, or course of business that would
operate as a fraud or deceit upon such Client; or
d) engage in any manipulative practice with respect to such
Client.
2. Subject to Section IV of this Code, no Access Person may purchase or
sell, directly or indirectly, a Security or Limited Offering for a
Personal Account at the same time that the same Security, Limited
Offering or a Related Security is in the Security Universe.
3. No Access Person shall reveal to any other person (except in the normal
course of his or her duties on behalf of any Client) any information
regarding transactions in Securities or Limited Offerings by any Client
or the Security Universe.
4. No Access Person shall recommend any transaction in Securities or
Limited Offering by any Client without having disclosed his or her
interest, if any, in such Securities or Limited Offering or the issuer
thereof, including without limitation:
a) the Access Person's direct or indirect Beneficial Ownership of
any Securities or Limited Offerings of such issuer;
b) any contemplated transaction by the Access Person in such
Securities or Limited Offering;
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c) any position the Access Person has with such issuer or its
affiliates (for example, a directorship); and
d) any present or proposed business relationship between such
issuer or its affiliates, on the one hand, and the Access
Person or any party in which the Access Person has a
significant interest, on the other; provided, however, that in
the event the interest of such Access Person in such
Securities, Limited Offering or issuer is not material to his
or her personal net worth and any contemplated transaction by
the Access Person in such Securities or Limited Offering
cannot reasonably be expected to have a material adverse
effect on any such transaction by any Client or on the market
for the Securities or Limited Offering generally, that Access
Person shall not be required to disclose his or her interest
in the Securities, Limited Offering or the issuer in
connection with any such recommendation.
5. Every Access Person is prohibited from directly or indirectly acquiring
beneficial ownership in any securities in an Initial Public Offering.
6. Every Access Person must obtain prior written approval from the Limited
Offering Review Committee before directly or indirectly acquiring or
selling any beneficial ownership in a Limited Offering.
7. No Investment Personnel shall profit from the purchase and sale, or
sale and purchase, of the same (or an equivalent) Security within a
60-day calendar day period. This 60-day period will not include any
purchase or sale made pursuant to the exercise or expiration of an
option on a Security; provided that such exercise or expiration is not
at the discretion of the Investment Personnel. Other exceptions to this
policy are permitted only with the approval of the Review Officer.
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8. Subject to Section IV of this Code, new employees who at the date of
their employment own, directly or indirectly, any Security included in
the Security Universe or a Limited Offering and current employees with
a Security holding that subsequently is included in the Security
Universe are prohibited from engaging in any transaction which might be
deemed to violate Section III (1) of this Code.
IV. PRE-CLEARANCE OF TRANSACTIONS.
A. Limited Offerings
1. As provided in Section III(3) of this Code, every person must
obtain prior written approval from the Limited Offering Review
Committee before directly or indirectly acquiring or selling
any beneficial ownership in a Limited Offering. This
pre-clearance approval process is governed by the
Pre-Clearance Procedures and Conditions for Limited Offerings
which are attached to and made part of this Code. The Review
Officer shall report all such transactions to the Board of
Directors Great Companies.
B. Securities
1. Except as provided in Section IV(3) of this Code, every Access
Person must pre-clear each proposed transaction in Securities
with the Review Officer prior to proceeding with the
transaction. No transaction in Securities shall be effected
without the prior written approval of the Review Officer. In
determining whether to grant such clearance, the Review
Officer shall refer to Section IV(4) below. Pre-clearance of a
Securities transaction is valid for two (2) business days.
2. In determining whether to grant approval for the purchase of a
Security offered in a private placement, the Review Officer
shall take into account, among other factors, whether the
investment opportunity should be
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GREAT COMPANIES, L.L.C.
CODE OF ETHICS
reserved for a Client, and whether the opportunity is being
offered to the Access Person by virtue of his or her position
with Great Companies.
3. The pre-clearance requirements of Section IV(1) shall not
apply to the following transactions:
a) Purchases or sales over which the Access Person has
no direct or indirect influence or Control.
b) Purchases or sales that are non-volitional on the
part of the Access Person, including purchases or
sales upon exercise of puts or calls written by the
Access Person and sales from a margin account
pursuant to a BONA FIDE margin call.
c) Purchases that are part of an automatic dividend
reinvestment plan.
d) Purchases effected upon the exercise of rights issued
by an issuer PRO RATA to all holders of a class of
its Securities, to the extent such rights were
acquired from such issuer, and sales of such rights
so acquired.
e) Purchases or sales of Securities that are not
eligible for inclusion in the Securities Universe.
4. Transactions that may be entitled to clearance from the Review
Officer include transactions, which appear upon reasonable
inquiry and investigation to present no reasonable likelihood
of harm to any Client and with respect to registered
investment companies, which are otherwise in accordance with
Rule 17j-1. Such transactions would normally include purchases
or sales of up to 1,000 shares of a Security that is in the
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GREAT COMPANIES, L.L.C.
CODE OF ETHICS
Security Universe (but not then Being Purchased or Sold) if
the issuer has a market capitalization of over $1 billion. The
Review Officer shall report all such transactions to the Board
of Directors of Great Companies.
V. ADDITIONAL RESTRICTIONS AND REQUIREMENTS.
1. The receipt of any gift, favor, gratuity or other thing ("Gift") by an
Access Person from any person or entity that does business with Great
Companies with a fair market value in excess of $100 requires
pre-approval by the Review Officer prior to its acceptance. Gifts do
not include occasional participation in lunches, dinners, cocktail
parties, sporting activities or similar gatherings conducted for
business purposes. No Access Person or member of his or her family may
accept a Gift or consider the prior receipt of a Gift when exercising
his or her fiduciary responsibilities.
2. No Investment Personnel shall accept a position as a director, trustee,
or general partner of a publicly traded company or partnership unless
the acceptance of such position has been approved by the Review Officer
as consistent with the interests of the Clients.
3. Every Access Person must direct each brokerage firm or bank at which
the Access Person maintains a securities account to send duplicate
copies of confirmations of all personal securities transactions and
copies of periodic statements for all securities accounts promptly to
Great Companies Compliance Officer. Compliance with this provision can
be effected by the Access Person providing duplicate copies of all such
statements directly to the Compliance Officer.
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GREAT COMPANIES, L.L.C.
CODE OF ETHICS
VI. REPORTING OBLIGATIONS
1. Every Access Person shall report all transactions in which such Access
Person has, or by reason of such transaction acquires, any direct or
indirect Beneficial Ownership in Securities and Limited Offerings
provided: however, that an Access Person shall not be required to make
a report with respect to transactions effected for any account over
which such person does not have any direct or indirect influence.
Reports shall be filed with the Compliance Officer each quarter. The
Review Officer shall submit confidential quarterly reports with respect
to his or her own personal securities transactions to the Alternate
Review Officer, who shall act in all respects in the manner prescribed
herein for the Review Officer.
2. Every report shall be made not later than 10 days after the end of the
calendar quarter in which the transaction to which the report relates
was effected, and shall contain the following information:
a) the date of the transaction, the title and the number of
shares, and the principal amount of each Security and Limited
Offering involved;
b) the nature of the transaction (I.E., purchase, sale or any
other type of acquisition or disposition);
c) the price at which the transaction was effected;
d) the name of the broker, dealer, bank or other entity with or
through whom the transaction was effected; and
e) the date the report was signed.
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GREAT COMPANIES, L.L.C.
CODE OF ETHICS
3. Any such report may refer to the information contained in the
statements required by Section V (3) of this Code.
4. Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he or
she has any direct or indirect Beneficial Ownership in the Security or
Limited Offering to which the report relates.
5. Every Access Person shall report the name of any publicly-traded
company (or any company anticipating a public offering of its equity
securities) and the total number of its shares beneficially owned by
him or her if such total ownership is more than 1/2 of 1% of the
company's outstanding shares.
6. In the event that no reportable transactions occurred during the
quarter, the report should be so noted and returned signed and dated.
7. No later than 10 days after the end of a calendar quarter, each access
person must report to the Compliance Officer all accounts opened during
the quarter in which Securities or Limited Offerings were held for the
direct or indirect benefit of the Access Person. Specifically, the
Access Person must report:
a) the name of the broker, dealer, bank or other entity with whom
the account was opened;
b) the date the account was opened; and
c) the date the Access Person signed the report.
8. Reports maintained pursuant to Rule 204-2(a)(12) under the Advisers Act
shall meet the requirements for reports required to be made under this
section.
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GREAT COMPANIES, L.L.C.
CODE OF ETHICS
9. Within 10 days of becoming an Access Person, every Access Person must
provide to the Review Officer a complete listing of all Securities and
Limited Offerings owned by such person and thereafter must submit a
revised list of such holdings as of December 31 of each subsequent year
to the Compliance Officer.
10. Every Access Person shall certify annually that he or she:
a) has read and understands this Code and recognized that he/she
is subject to it;
b) has complied with the Code during the past year;
c) will comply with the Code during the upcoming year; and
d) has disclosed and reported all personal Securities and Limited
Offering transactions required to be disclosed or reported.
VII. REVIEW AND ENFORCEMENT
1. The Code of Ethics Officer shall review all reports submitted pursuant
to Section VI.
2. The Code of Ethics Officer shall provide a comparison of all reported
personal transactions with completed portfolio transactions of the
Access Persons and a list of Securities and Limited Offerings being
considered for purchase or sale by Great Companies to the Review
Officer. Determination of whether a violation of this Code may have
occurred will be made by the Review Officer. Before making any
determination that a violation has been committed by any person, the
Review Officer shall give such person an opportunity to supply
additional explanatory material.
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GREAT COMPANIES, L.L.C.
CODE OF ETHICS
3. If the Review Officer determines that a violation of this Code may have
occurred, he or she shall submit his or her determination and any
additional explanatory material provided by the individual, to an
Alternate Review Officer, who shall make an independent determination
as to whether a violation has occurred.
4. If the Alternate Review Officer finds that a violation has occurred,
the Alternate Review Officer shall impose upon the individual such
sanctions as he or she deems appropriate, including, but not limited
to, a letter of censure, suspension or termination of the employment of
the violator, or disgorgement of profits. There shall be no mandatory
sanction for inadvertent non-compliance with the blackout trading
restrictions set forth in Section III (2).
5. No Person shall participate in a determination of whether he or she has
committed a violation of this Code or of the imposition of any sanction
against himself. If a personal transaction of the Alternate Review
Officer is under consideration, the other Alternate Review Officer or
the Chief Executive Officer shall act in all respects in the manner
prescribed herein for an Alternate Review Officer.
VIII. RECORDS.
Great Companies shall maintain records in the manner and to the extent set forth
below, which records shall be available for examination by representatives of
the Securities and Exchange Commission.
1. A copy of this Code and any other code which is, or at any time within
the past six years has been, in effect shall be preserved;
2. A record of any violation of this Code, and of any action taken as a
result of such violation, shall be preserved for a period of not less
than six years;
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GREAT COMPANIES, L.L.C.
CODE OF ETHICS
3. A copy of each report made by an Access Person pursuant to this Code
shall be preserved for a period of not less than six years; and
4. A list of all persons who are, or within the past six years have been,
required to make reports pursuant to this Code shall be maintained.
5. A list of personnel who are, or within the past six years have been
Review Officers, Code of Ethics Officers and members of the Limited
Offering Review Committee shall be maintained.
6. A record of any decision by the Limited Offering Review Committee, and
the reasons supporting the decision, to approve the acquisition or sale
of a Limited Offering by an Access Person. This record will be kept for
five years after the end of the fiscal year in which the approval is
granted.
IX. MISCELLANEOUS
1. All reports of Securities and Limited Offering transactions and any
other information filed with Great Companies pursuant to this Code
shall be treated as confidential.
2. Great Companies may from time to time adopt such interpretations of
this Code as it deems appropriate.
3. The Review Officer shall prepare a report to Great Companies's Board of
Directors, upon request, as to the operation of this Code and shall
address in any such report the need (if any) for further changes or
modifications to this Code.
Adopted this ___ day of _______ 2000.
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CODE OF ETHICS
OF
UAM FUNDS, INC. AND NWQ INVESTMENT MANAGEMENT COMPANY, INC.
PREAMBLE
This Code of Ethics includes all of the provisions of the Code of
Ethics adopted by the Board of Directors of the UAM Funds, Inc. (the "Fund") as
last revised on September 23, 1998. This Code of Ethics is being adopted in
compliance with the requirements of Sections 204A and 206of the Investment
Advisers Act of 1940 (the "Advisers Act") and Rule 204-2 thereunder and Rule
17j-1 thereunder (the "Rule") adopted by the United States Securities and
Exchange Commission under the Investment Company Act of 1940 (the "Act") to
effectuate the purposes and objectives of those provisions. Section 204A of the
Advisers Act requires the establishment and enforcement of policies and
procedures reasonably designed to prevent the misuse of material, nonpublic
information by investment advisers. Rule 204-2 imposes recordkeeping
requirements with respect to personal securities transactions of access persons
(defined below). Section 206 of the Advisers Act and the Rule make it unlawful
for certain persons, including any officer or director of UAM Funds, Inc. (the
"Fund") and NWQ Investment Management Company, Inc. (the "Firm") in connection
with the purchase or sale by such person of a security held or to be acquired by
the Fund or the Firm for its clients(1):
(1) To employ a device, scheme or artifice to defraud the
Fund or any client or prospective client of the Firm;
(2) To make to the Fund any untrue statement of a
material fact or omit to state to the Fund a material
fact necessary in order to make the statements made,
in light of the circumstances in which they are made,
not misleading;
(3) To engage in any act, practice or course of business
which operates or would operate as a fraud or deceit
upon the Fund or any client or prospective client of
the Firm; or
(4) To engage in a manipulative practice with respect to
the Fund or any client or prospective client of the
Firm;
(5) Acting as principal for his own account, knowingly to
sell any security to, or purchase any security from a
client, or acting as broker for a person other than
such client, knowingly to effect any sale or purchase
of any security for the account of such client,
without disclosing to such client in writing before
the completion of such transaction the capacity in
which he is acting and obtaining the consent of the
client to such transaction. The prohibitions of this
paragraph (5) shall not apply to any transaction with
a customer of a broker or dealer if such broker or
dealer is not acting as an investment adviser in
relation to such transaction;
Rule 17j-1 also requires that the Fund and each adviser to the Fund adopt a
written code of ethics containing provisions reasonably necessary to prevent
persons from engaging in acts in violation of the above standard and use
reasonable diligence and institute procedures reasonably necessary, to prevent
violations of the Code. This Code contains provisions reasonably necessary to
prevent persons from engaging in acts in violation of the above standard and
procedures reasonably necessary to prevent violations of the Code.
-------------
1 A security is deemed to be "held or to be acquired" if within the most
recent fifteen (15) days it (i) is or has been held by the Firm for clients or
by the Fund, or (ii) is being or has been considered by the Firm for purchase by
the Firm's clients or the Fund.
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This Code of Ethics is adopted by the Board of Directors of the Firm in
compliance with the Rule. This Code of Ethics is based upon the principle that
the directors and officers of the Firm, and certain affiliated persons of the
Firm, and its investment advisers, owe a fiduciary duty to, among others, the
clients of the Firm and the shareholders of the Fund to conduct their affairs,
including their personal securities transactions, in such manner to avoid (i)
serving their own personal interests ahead of clients or shareholders; (ii)
taking inappropriate advantage of their position with the Firm or the Fund; and
(iii) any actual or potential conflicts of interest or any abuse of their
position of trust and responsibility. This fiduciary duty includes the duty of
the compliance Officer of the Firm to report violations of this Code of Ethics
to the Firm's Board of Directors and to the Fund's Compliance Officer.
POLICY STATEMENT ON INSIDER TRADING
The Firm forbids any officer, director or employee from trading, either
personally or on behalf of others, including accounts managed by the Firm, on
material nonpublic information or communicating material nonpublic information
to others in violation of the law. This conduct is frequently referred to as
"insider trading." The Firm's policy applies to every officer, director and
employee and extends to activities within and outside their duties at the Firm.
Any questions regarding the Firm's policy and procedures should be referred to
the Compliance Officer.
The term "insider trading" is not defined in the federal securities
laws, but generally is used to refer to the use of material nonpublic
information to trade in securities (whether or not one is an "insider") or to
communications of material nonpublic information to others.
While the law concerning insider trading is not static, it is generally
understood that the law prohibits:
1) trading by an insider, while in possession of
material nonpublic information, or
2) trading by a non-insider, while in possession of
material nonpublic information, where the information
either was disclosed to the non-insider in violation
of an insider's duty to keep it confidential or was
misappropriated, or
3) communicating material nonpublic information to
others.
The concept of "insider" is broad. It includes officers, directors and
employees of a company. In addition, a person can be a "temporary insider" if he
or she enters into a special confidential relationship in the conduct of a
company's affairs and as a result is given access to information solely for the
company's purposes. A temporary insider can include, among others, a company's
attorneys, accountants, consultants, bank lending officers, and the employees of
such organizations. In addition, the Firm may become a temporary insider of a
company it advises or for which it performs other services. For that to occur,
the company must expect the Firm to keep the disclosed nonpublic information
confidential and the relationship must at least imply such a duty before the
Firm will be considered an insider.
Trading on inside information is not a basis for liability unless the
information is material. "Material information" generally is defined as
information for which there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions,
or information that is reasonably certain to have a substantial effect on the
price of a company's securities. Information that officers, directors and
employees should consider material includes, but is not limited to: dividend
changes, earnings estimates, changes in previously released earnings estimates,
significant merger or acquisition proposals or agreements, major litigation,
liquidation problems, and extraordinary management developments.
Information is nonpublic until it has been effectively communicated to
the market place. One must be able to point to some fact to show that the
information is generally public. For example,
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information found in a report filed with the SEC, or appearing in DOW JONES,
REUTERS ECONOMIC SERVICES, THE WALL STREET JOURNAL or other publications of
general circulation would be considered public.
Before trading for yourself or others in the securities of a company about which
you may have potential inside information, ask yourself the following questions:
i. Is the information material? Is this information that
an investor would consider important in making his or
her investment decisions? Is this information that
would substantially effect the market price of the
securities if generally disclosed?
ii. Is the information nonpublic? To whom has this
information been provided? Has the information been
effectively communicated to the marketplace?
If, after consideration of the above, you believe that the information
is material and nonpublic, or if you have questions as to whether the
information is material and nonpublic, you should take the following steps.
i. Report the matter immediately to the Firm's
Compliance Officer.
ii. Do not purchase or sell the securities on behalf of
yourself or others.
iii. Do not communicate the information inside or outside
the Firm, other than to the Firm's Compliance
Officer.
iv. After the Firm's Compliance Officer has reviewed the
issue, you will be instructed to continue the
prohibitions against trading and communication, or
you will be allowed to trade and communicate the
information.
Information in your possession that you identify as material and
nonpublic may not be communicated to anyone, including persons within the Firm,
except as provided above. In addition, care should be taken so that such
information is secure. For example, files containing material nonpublic
information should be sealed; access to computer files containing material
nonpublic information should be restricted.
The role of the Firm's Compliance Officer is critical to the
implementation and maintenance of the Firm's policy and procedures against
insider trading. The Firm's Supervisory Procedures can be divided into two
classifications - prevention of insider trading and detection of insider
trading.
To prevent insider trading, the Firm will:
i. provide, on a regular basis, an educational program
to familiarize officers, directors and employees with
the Firm's policy and procedures, and
ii. when it has been determined that an officer, director
or employee of the Firm has material nonpublic
information,
1. implement measures to prevent dissemination
of such information, and
2. if necessary, restrict officers, directors
and employees from trading the securities.
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To detect insider trading, the Firm's Compliance Officer will:
i. review the trading activity reports filed by each
officer, director and employee, and
ii. review the trading activity of accounts managed by
the Firm.
PERSONAL TRADING POLICIES
A. DEFINITIONS
(1) "ACCESS PERSON" means any director, officer, general partner or
advisory person of the Firm.
(2) "ADVISORY PERSON" means (a) any employee of the Firm who, in
connection with his regular functions or duties, normally makes, participates
in, or obtains current information regarding the purchase or sale of a security
by the Firm or by the Fund, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and (b) any natural
person in a control relationship to the Firm who obtains information concerning
recommendations made to the Firm or the Fund with regard to the purchase or sale
of a security by the Firm or the Fund.
(3) "AFFILIATED COMPANY" means a company which is an affiliated person.
(4) "AFFILIATED PERSON" of another person means (a) any person directly
or indirectly owning, controlling, or holding with power to vote, 5 per centum
or more of the outstanding voting securities or such other person; (b) any
person 5 per centum or more of whose outstanding voting securities are directly
or indirectly owned, controlled, or held with power to vote, by such other
person; (c) any person directly or indirectly controlling, controlled by, or
under common control with, such other person; (d) any officer, director,
partner, copartner, or employee of such other person; (e) if such other person
is an investment company, any investment adviser thereof or any member of an
advisory board thereof; and (f) if such other person is an unincorporated
investment company not having a board of directors, the depositor thereof.
(5) A security is "BEING CONSIDERED FOR PURCHASE OR SALE" or is "BEING
PURCHASED OR SOLD" when a recommendation to purchase or sell the security has
been made and communicated, which includes when the Firm or the Fund has a
pending "buy" or "sell" order with respect to a security, and, with respect to
the person making the recommendation, when such person seriously considers
making such a recommendation. "PURCHASE OR SALE OF A SECURITY" includes the
writing of an option to purchase or sell a security.
(6) "BENEFICIAL OWNERSHIP" shall be as defined in, and interpreted in
the same manner as it would be in determining whether a person is subject to the
provisions of, Section 16 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder which, generally speaking, encompasses those
situations where the beneficial owner has the right to enjoy some economic
benefit from the ownership of the security. A person is normally regarded as the
beneficial owner of securities held in the name of his or her spouse or minor
children living in his or her household.
(7) "CONTROL" means the power to exercise a controlling influence over
the management or policies of a company, unless such power is solely the result
of an official position with such company. Any person who owns beneficially,
either directly or through one or more controlled companies, more than 25 per
centum of the voting securities of a company shall be presumed to control such
company. Any person who does not so own more than 25 per centum of the voting
securities of any company shall be presumed not to control such company. A
natural person shall be presumed not to be a controlled person.
(8) "DISINTERESTED DIRECTOR" means a director who is not: an affiliated
person (as defined above) of the Fund; a member of the immediate family of any
natural person who is an affiliated person of the Fund; an interested person (as
defined below) of the Fund, any investment adviser of the Fund or any principal
underwriter for the Fund.
4
<PAGE>
(9) "INTERESTED PERSON" of another person means--
(a) when used with respect to an investment company--
(i) any affiliated person of such company,
(ii) any member of the immediate family of any
natural person who is an affiliated person
of such company,
(iii) any interested person of any investment
adviser of or principal underwriter for such
company,
(iv) any person or partner or employee of any
person who at any time since the beginning
of the last two completed fiscal years of
such company has acted as legal counsel for
such company,
(v) any broker or dealer registered under the
Securities Exchange Act of 1934 or any
affiliated person of such a broker or
dealer, and
(vi) any natural person whom the Commission by
order shall have determined to be an
interested person by reason of having had,
at any time since the beginning of the last
two completed fiscal years of such company,
a material business or professional
relationship with such company or with the
principal executive officer of such company
or with any other investment company having
the same investment adviser or principal
underwriter or with the principal executive
officer of such other investment company:
PROVIDED, That no person shall be deemed to be an interested person of
an investment company solely by reason of (aa) his being a member of its board
of directors or advisory board or an owner of its securities, or (bb) his
membership in the immediate family of any person specified in clause (aa) of
this proviso.
(10) "INVESTMENT PERSONNEL" means (a) any portfolio manager of the Firm
or the Fund as defined in (12) below; and (b) securities analysts, traders and
other personnel who provide information and advice to the portfolio manager or
who help execute the portfolio manager's decisions.
(11) "PERSON" means a natural person or a company.
(12) "PORTFOLIO MANAGER" means an employee of the Firm entrusted with
the direct responsibility and authority to make investment decisions affecting a
Firm client or an investment company.
(13) "SECURITY" means any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral-trust certificate, pre-organization
certificate or subscription, transferable share, investment contract,
voting-trust certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas, or other mineral rights, any put, call,
straddle, option, or privilege on any security (including a certificate of
deposit) or on any group or index of securities (including any interest therein
or based on the value thereof), or any put, call, straddle, option, or privilege
entered into on a national securities exchange relating to foreign currency, or,
in general, any interest or instrument commonly known as a "security," or any
certificate of interest or participation in, temporary or interim certificate
for, receipt for, guarantee of, or warrant or right to subscribe to or purchase,
any of the foregoing. Security shall not include securities issued by the
government of the United States or by federal agencies and which are direct
obligations of the United States, bankers' acceptances, bank certificates of
deposit, commercial paper and shares of unaffiliated registered open-end
investment companies (mutual funds).
5
<PAGE>
B. PROHIBITED TRANSACTIONS
(1) ACCESS PERSONS
(a) No ACCESS PERSON shall engage in any act, practice or course of
conduct, which would violate the provisions of Section 206 and Rule 17j-1 set
forth above.
UAM Funds, Inc. portfolios are managed by subsidiaries of or
organizations otherwise affiliated with United Asset Management Corporation (the
"Management Companies"). Under the organizational structure of the Management
Companies, the entities maintain separate offices, independent operations and
autonomy when making investment decisions. In view of these circumstances,
advisory personnel of the Management Companies who are defined as "access
persons" under the Act, under normal circumstances would have no knowledge of
proposed securities transactions, pending "buy" or "sell" orders in a security,
or the execution or withdrawal of an order for any other portfolio in the UAM
Family of Funds for which a different Management Company serves as investment
adviser. To restrict the flow of investment information related to the
portfolios of the Fund, the Fund prohibits access persons at a Management
Company from disclosing pending "buy" or "sell" orders for a portfolio of the
Fund to any employees of any other Management Company until the order is
executed or withdrawn. The Management Companies shall implement procedures
designed to achieve employee awareness of this prohibition.
(b) No ACCESS PERSON SHALL:
(i) purchase or sell, directly or indirectly,
any security in which he has or by reason of
such transaction acquires, any direct or
indirect beneficial ownership and which to
his or her ACTUAL KNOWLEDGE at the time of
such purchase or sale:
(A) is being considered for purchase or sale by
the Firm or the Fund, or
(B) is being purchased or sold by any portfolio
of the Firm or the Fund; or
(ii) disclose to other persons the securities
activities engaged in or contemplated for
the various portfolios of the Firm or the
Fund.
(2) INVESTMENT PERSONNEL
NO INVESTMENT PERSONNEL SHALL:
(a) accept any gift or other thing of more than
DE MINIMIS value from any person or entity
that does business with or on behalf of the
Firm or the Fund; for the purpose of this
Code DE MINIMIS shall be considered to be
the annual receipt of gifts from the same
source valued at $250 or less per individual
recipient, when the gifts are in relation to
the conduct of the Firm's or the Fund's
business;
(b) acquire securities, other than fixed income
securities, in an initial public offering,
in order to preclude any possibility of such
person profiting from their positions with
the Firm or the Fund;
(c) purchase any securities in a private
placement, without prior approval of the
Firm's Compliance Officer or other officer
designated by the Firm's Board of Directors.
Any person authorized to purchase securities
in a private placement shall disclose that
investment when they play a part in any
subsequent consideration by the Firm or the
Fund of an investment
6
<PAGE>
in the issuer. In such circumstances, the
Firm's or the Fund's decision to purchase
securities of the issuer shall be subject to
independent review by investment personnel
with no personal interest in the issuer;
(d) profit in the purchase and sale, or sale and
purchase, of the same (or equivalent)
securities within sixty (60) calendar days.
Trades made in violation of this prohibition
should be unwound, if possible. Otherwise,
any profits realized on such short-term
trades shall be subject to disgorgement to
the appropriate portfolio of the Firm or the
Fund.
EXCEPTIONS: The Firm's Compliance Officer may allow
exceptions to this policy on a case-by-case
basis when the abusive practices that the
policy is designed to prevent, such as
frontrunning or conflicts of interest, are
not present AND the equity of the situation
strongly supports an exemption. An example
is the involuntary sale of securities due to
unforeseen corporate activity such as a
merger. [See ss. C below]. The ban on
short-term trading profits is specifically
designed to deter potential conflicts of
interest and frontrunning transactions,
which typically involve a quick trading
pattern to capitalize on a short-lived
market impact of a trade by one of the
Firm's portfolios. The Firm's management
shall consider the policy reasons for the
ban on short-term trades, as stated herein,
in determining when an exception to the
prohibition is permissible. The granting of
an exception to this prohibition shall be
permissible if the securities involved in
the transaction are not (i) being considered
for purchase or sale by the portfolio of the
Firm that serves as the basis of the
individual's "investment personnel" status
or (ii) being purchased or sold by the
portfolio of the Firm that serves as the
basis of the individual's "investment
personnel" status and, are not economically
related to such securities; exceptions
granted under this provision are conditioned
upon receipt by a duly authorized officer of
the Firm of a report (Exhibit D) of the
transaction and certification by the
respective investment personnel that the
transaction is in compliance with this Code
of Ethics (see Exhibit D).
(e) serve on the board of directors of any
publicly traded company without prior
authorization of the President or other duly
authorized officer of the Fund and the
President or other duly authorized officer
of the Firm. Any such authorization shall be
based upon a determination that the board
service would be consistent with the
interests of the Firm and the Fund and its
shareholders. Authorization of board service
shall be subject to the implementation by
the Firm of "Chinese Wall" or other
procedures to isolate such investment
personnel from the investment personnel
making decisions about trading in that
company's securities.
(3) PORTFOLIO MANAGERS
(a) NO PORTFOLIO MANAGER SHALL:
(i) buy or sell a security within seven
(7) calendar days before and within
two (2) calendar days after any
portfolio of the Firm that he or
she manages trades in that
security. Any trades made within
the proscribed period shall be
unwound, if possible. Otherwise,
any profits realized on trades
within the proscribed period shall
be disgorged to the appropriate
client portfolio or the appropriate
portfolio of the Fund.
7
<PAGE>
C. EXEMPTED TRANSACTIONS
The prohibitions of Sections B (1)(b), B (2)(d) and B (3)(a)
shall not apply to:
(1) purchases or sales effected in any account over which
the access person has no direct or indirect influence
or control;
(2) purchases or sales which are non-volitional on the
part of either the access person or the Firm;
(3) purchases which are part of an automatic dividend
reinvestment plan;
(4) purchases effected upon the exercise of rights issued
by an issuer PRO RATA to all holders of a class of
its securities, to the extent such rights were
acquired from such issuer, and sales of such rights
so acquired;
(5) purchases or sales of securities which are not
eligible for purchase by the Firm or the Fund and
which are not related economically to securities
purchased, sold or held by the Firm or the Fund;
(6) transactions which appear upon reasonable inquiry and
investigation to present no reasonable likelihood of
harm to the Firm's clients or to the Fund and which
are otherwise in accordance with this Code, Section
206 of the Advisers Act and Rule 17j-1; for example,
such transactions would normally include purchases or
sales of:
(a) SECURITIES OF COMPANIES WITH A MARKET
CAPITALIZATION IN EXCESS OF $1 BILLION, IF
THE FIRM IS NOT CONSIDERING FOR PURCHASE OR
SALE, OR CURRENTLY PURCHASING OR SELLING,
THE SECURITY(IES) FOR THE FUND OR OTHER
INVESTMENT COMPANY WHICH THE FIRM ADVISES;
(b) up to $25,000 principal amount of a fixed
income security or 100 shares of an equity
security within any three-consecutive month
period (all trades within a
three-consecutive month period shall be
integrated to determine the availability of
this exemption);
(c) up to 1,000 shares of a security which is
being considered for purchase or sale by the
Fund OR OTHER INVESTMENT COMPANY WHICH THE
FIRM ADVISES (but not then being purchased
or sold) if the issuer has a market
capitalization of over $1 billion and if the
proposed acquisition or disposition by the
Firm or the Fund is less than one percent of
the class outstanding as shown by the most
recent report or statement published by the
issuer, or less than one percent of the
average weekly reported volume of trading in
such securities on all national securities
exchanges and/or reported through the
automated quotation system of a registered
securities association, during the four
calendar weeks prior to the individual's
personal securities transaction; or
(d) any amount of securities if the proposed
acquisition or disposition by the Firm or
the Fund is in the amount of 1,000 or less
shares and the security is listed on a
national securities exchange or the National
Association of Securities Dealers Automated
Quotation System.
D. COMPLIANCE PROCEDURES
(1) PRE-CLEARANCE
All access persons shall receive prior written approval (Exhibit E)
from the Firm's Compliance Officer, or other officer designated by the Fund's
Board of Directors before purchasing or selling securities.
8
<PAGE>
Procedures implemented herein to pre-clear the securities transactions
of access persons shall not apply to a director of the Fund who is not an
"interested person" of the Fund as defined in this Code, except where such
director knew or, in the ordinary course of fulfilling his official duties as a
director of the Fund, should have known that during the 15-day period
immediately preceding or after the date of the transaction in a security by the
director, such security is or was purchased or sold by the Fund or such purchase
or sale by the Fund is or was considered by the Fund.
Purchases or sales of securities which are not eligible for purchase or
sale by the Firm or the Fund or any portfolio of the Firm or the Fund that
serves as the basis of the individual's "access person" status shall be entitled
to clearance automatically from the Firm's Compliance Officer. This provision
shall not relieve any access person from compliance with pre-clearance
procedures.
(2) DISCLOSURE OF PERSONAL HOLDINGS
All investment personnel shall disclose to the Firm's Compliance
Officer all personal securities holdings upon the later of commencement of
employment or adoption of this Code of Ethics and thereafter on an annual basis
as of December 31. This initial report shall be made on the form attached as
Exhibit A and shall be delivered to the Firm's Compliance Officer and, upon
request, to the Compliance Officer of the Fund.
(3) CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
(a) Every access person shall certify annually
that:
(i) they have read and understand the
Code of Ethics and recognize that
they are subject thereto;
(ii) they have complied with the
requirements of the Code of Ethics;
and
(iii) they have reported all personal
securities transactions required to
be reported pursuant to the
requirements of the Code of Ethics.
The annual report shall be made on the form attached as Exhibit B and
delivered to the Firm's Compliance Officer, and upon request to the Compliance
Officer of the Fund.
(4) REPORTING REQUIREMENTS
(a) Every access person shall report to the
Firm's Compliance Officer, and upon request
to the Compliance Officer of the Fund, the
information described in, Sub-paragraph
(4)(b) of this Section with respect to
transactions in any security in which such
person has, or by reason of such transaction
acquires, any direct or indirect beneficial
ownership in the security; provided,
however, that an access person shall not be
required to make a report with respect to
transactions effected for any account over
which such person does not have any direct
or indirect influence.
(b) Reports required to be made under this
Paragraph (4) shall be made not later than
10 days after the end of the calendar
quarter in which the transaction to which
the report relates was effected. Every
access person shall be required to submit a
report for all periods, including those
periods in which no securities transactions
were effected. A report shall be made on the
form attached hereto as Exhibit C or on any
other form containing the following
information:
9
<PAGE>
(i) the date of the transaction, the
title and the number of shares, and
the principal amount of each
security involved;
(ii) the nature of the transaction
(i.e., purchase, sale or any other
type of acquisition or
disposition);
(iii) the price at which the transaction
was effected; and
(iv) the name of the broker, dealer or
bank with or through whom the
transaction was effected.
Duplicate copies of the broker confirmation
of all personal transactions and copies of
periodic statements for all securities
accounts may be appended to Exhibit C to
fulfill the reporting requirement.
(c) Any such report may contain a statement that
the report shall not be construed as an
admission by the person making such report
that he or she has any direct or indirect
beneficial ownership in the security to
which the report relates.
(d) The Firm's Compliance Officer shall notify
each access person (for whom such Compliance
Officer is responsible) that he or she is
subject to these reporting requirements, and
shall deliver a copy of this Code of Ethics
to each such person upon request.
(e) The Firm's Compliance Officer shall submit a
certification to the Compliance Officer of
the Fund within fifteen days after the end
of each calendar quarter indicating that the
appropriate procedures were followed and
further indicating whether any compliance
violations were noted with respect to this
Code of Ethics. If any violation was noted,
the Firm's Compliance Officer must provide
supporting documentation explaining the
violation and what steps have or will be
taken to avoid its recurrence.
(f) With respect to the reports required
pursuant to Sub-paragraph (4)(b) of this
Section for the Firm's Compliance Officer,
such reports must be reviewed by a principal
of the Firm, other than said Compliance
Officer.
(g) Reports submitted to the Firm or the Fund
pursuant to this Code of Ethics shall be
confidential and shall be provided only to
the officers and directors of the Firm or
the Fund, Firm/Fund counsel or regulatory
authorities upon appropriate request.
(h) Each director who is not an "interested
person" of the Fund as defined in the Act
need only report a transaction in a security
if such director, at the time of that
transaction knew, or, in the ordinary course
of fulfilling his official duties as a
director, should have known that, during the
15-day period immediately preceding or after
the date of the transaction by the director,
such security was purchased or sold by the
Fund or was being considered for purchase by
the Fund or by its investment adviser or
sub-investment adviser. Such reports will
include the information described in
Sub-paragraph (4)(b) of this Section.
10
<PAGE>
(5) CONFLICT OF INTEREST
Every access person shall notify the Firm's Compliance Officer of any
personal conflict of interest relationship which may involve the Firm's clients
or the Fund, such as the existence of any economic relationship between their
transactions and securities held or to be acquired by any portfolio of the Firm.
Such notification shall occur in the pre-clearance process.
E. REPORTING OF VIOLATIONS TO THE BOARD OF DIRECTORS
(1) The Firm's Compliance Officer shall promptly report to the Firm's
Board of Directors and the Fund's Compliance Officer any and all apparent
violations of this Code of Ethics and the reporting requirements thereunder.
(2) The Board of Directors, or a Committee of Directors created by the
Board of Directors for that purpose, shall consider reports made to the Board of
Directors hereunder and shall determine whether or not this Code of Ethics has
been violated and what sanctions, if any, should be imposed.
F. ANNUAL REPORTING TO THE BOARD OF DIRECTORS
(1) The Firm's Compliance Officer shall prepare an annual report
relating to this Code of Ethics to the Fund's Compliance Officer. Such annual
report shall:
(a) summarize existing procedures concerning
personal investing and any changes in the
procedures made during the past year;
(b) identify any violations requiring
significant remedial action during the past
year; and
(c) identify any recommended changes in the
existing restrictions or procedures based
upon the Fund's experience under its Code of
Ethics, evolving industry practices or
developments in applicable laws or
regulations.
The Fund's Compliance Officer will prepare a similar report to the Fund's Board
of Directors.
G. SANCTIONS
Upon discovering a violation of this Code, the Board of Directors may
impose such sanctions as they deem appropriate, including, among other things, a
letter of censure or suspension or termination of the employment of the
violator.
H. RETENTION OF RECORDS
The Firm shall maintain the following records as required under Rule
17j-l
(a) a copy of any Code of Ethics in effect
within the most recent five years;
(b) a list of all persons required to make
reports hereunder within the most recent
five years, as shall be updated by the
Firm's Compliance Officer;
(c) a copy of each report made by an access
person hereunder for a period of five years
from the end of the fiscal year in which it
was made;
(d) each memorandum made by the Firm's
Compliance Officer hereunder, for a period
of five years from the end of the fiscal
year in which it was made; and
11
<PAGE>
(e) a record of any violation hereof and any
action taken as a result of such violation,
for a period of five years following the end
of the fiscal year in which the violation
occurred.
Dated: November 22, 1998
12
<PAGE>
Exhibit A
UAM FUNDS, INC. AND NWQ INVESTMENT MANAGEMENT COMPANY, INC.
CODE OF ETHICS
INITIAL REPORT OF INVESTMENT PERSONNEL
To the Compliance Officer of NWQ Investment Management Company, Inc.
1. I hereby acknowledge receipt of a copy of the Code of Ethics for NWQ
Investment Management Company, Inc. (the "Firm"). I understand the Code
incorporates the provisions of the Code of Ethics of UAM Funds, Inc. (the
"Fund").
2. I have read and understand the Code and recognize that I am subject
thereto in the capacity of "Investment Personnel."
3. Except as noted below, I hereby certify that I have no knowledge of
the existence of any personal conflict of interest relationship which may
involve the Firm's clients or the Fund, such as any economic relationship
between my transactions and securities held or to be acquired by the Firm's
clients or the Fund or any of its portfolios.
4. As of the date below I had a direct or indirect beneficial ownership
in the following securities:
<TABLE>
<CAPTION>
=================================================================================================
TYPE OF INTEREST
NAME OF SECURITIES NUMBER OF SHARES (DIRECT OR INDIRECT)
------------------ ---------------- --------------------
-------------------------------------------------------------------------------------------------
<S> <C> <C>
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
=================================================================================================
</TABLE>
NOTE: Do NOT report transactions in U.S. Government securities, bankers'
acceptances, bank certificates of deposit, commercial paper and registered
open-end investment companies (mutual funds).
Date:___________________________ Signature:__________________________________
(First date of investment
personnel status) Print Name:_______________________
Title:____________________________
Employer's Name:__________________
Date:___________________________ Signature:__________________________________
Compliance Officer
13
<PAGE>
Exhibit B
UAM FUNDS, INC. AND NWQ INVESTMENT MANAGEMENT COMPANY, INC
CODE OF ETHICS
ANNUAL REPORT OF ACCESS PERSONS
To the Compliance Officer of NWQ Investment Management Company, Inc.:
1. I have read and understand the Code and recognize that I am subject
thereto in the capacity of an "Access Person."
2. I hereby certify that, during the year ended December 31, 19__, I
have complied with the requirements of the Code and I have reported all
securities transactions required to be reported pursuant to the Code.
3. I hereby certify that I have not disclosed pending "buy" or "sell"
orders for a portfolio of the Fund to any employees of any other Management
Company (as defined in the Code), except where the disclosure occurred
subsequent to the execution or withdrawal of an order.
4. Except as noted below, I hereby certify that I have no knowledge of
the existence of any personal conflict of interest relationship which may
involve the Firm's clients or the Fund, such as any economic relationship
between my transactions and securities held or to be acquired by the Firm's
clients or the Fund or any of its portfolios.
5. Only access persons who are also investment personnel complete this
item. As of December 31, 19__, I had a direct or indirect beneficial ownership
in the following securities:
<TABLE>
<CAPTION>
=========================================================================================
TYPE OF INTEREST
NAME OF SECURITIES NUMBER OF SHARES (DIRECT OR INDIRECT)
------------------ ---------------- --------------------
-----------------------------------------------------------------------------------------
<S> <C> <C>
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
=========================================================================================
</TABLE>
NOTE: Do NOT report transactions in U.S. Government securities, bankers'
acceptances, bank certificates of deposit, commercial paper and registered
open-end investment companies (mutual funds).
Date:___________________________ Signature:__________________________________
Print Name:_______________________
Title:____________________________
Employer's Name:__________________
Date:___________________________ Signature:__________________________________
14
<PAGE>
Exhibit C
UAM FUNDS, INC. AND NWQ INVESTMENT MANAGEMENT COMPANY, INC
ACCESS PERSONS
Securities Transactions Report For the Calendar Quarter Ended: _________
To the Compliance Officer of NWQ Investment Management Company, Inc. (the
"Firm") with a copy to the Compliance Officer of UAM Funds, Inc. (the
"Fund") upon request:
During the quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such transaction
acquired, direct or indirect beneficial ownership, and which are required
to be reported pursuant to the Code of Ethics adopted by the Firm.
<TABLE>
<CAPTION>
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
SECURITY DATE OF NO. OF DOLLAR NATURE OF PRICE BROKER/DEALER
TRANSACTION SHARES AMOUNT OF TRANSACTION OR BANK THROUGH
TRANSACTION (Purchase, Sale, WHOM EFFECTED
Other)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
</TABLE>
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transactions not
required to be reported, and (iii) is not an admission that I have or had any
direct or indirect beneficial ownership in the securities listed above.
Except as noted on the reverse side of this report, I hereby certify
that I have no knowledge of the existence of any personal conflict of interest
relationship which may involve the Firm's clients or the Fund, such as the
existence of any economic relationship between my transactions and securities
held or to be acquired by the Firm's clients or the Fund or any of its Series.
NOTE: Do NOT report transactions in U.S. Government securities,
bankers' acceptances, bank certificates of deposit, commercial paper and
registered open-end investment companies (mutual funds).
Date:___________________________ Signature:__________________________________
Print Name:_______________________
Title:____________________________
Employer's Name:__________________
Date:___________________________ Signature:__________________________________
Compliance Officer
15
<PAGE>
Exhibit D
UAM FUNDS, INC. AND NWQ INVESTMENT MANAGEMENT COMPANY, INC
Securities Transactions Report Relating to Short-Term Trading
(see Section B(2)(d), Code of Ethics)
For the Sixty-Day Period from ______________ to ________________:
To the Compliance Officer of NWQ Investment Management Company, Inc. on behalf
of UAM Funds, Inc. ("the Fund"):
During the 60 calendar day period referred to above, the following
purchases and sales, or sales and purchases, of the same (or equivalent)
securities were effected or are proposed to be effected in securities of which I
have, or by reason of such transaction acquired, direct or indirect beneficial
ownership.
<TABLE>
<CAPTION>
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
SECURITY DATE OF NO. OF DOLLAR NATURE OF PRICE BROKER/DEALER
TRANSACTION SHARES AMOUNT OF TRANSACTION (OR OR BANK THROUGH
(OR PROPOSED TRANSACTION (Purchase, Sale, PROPOSED WHOM EFFECTED
TRANSACTION) Other) PRICE)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
</TABLE>
This report (i) excludes transactions with respect to which I have or
had no direct or indirect influence or control, (ii) excludes other transactions
not required to be reported, and (iii) is not an admission that I have or had
any direct or indirect beneficial ownership in the securities listed above.
WITH RESPECT TO THE (1) PORTFOLIO(S) OF THE FIRM'S CLIENTS AND/OR THE
FUND THAT SERVES AS THE BASIS FOR MY "INVESTMENT PERSONNEL" STATUS WITH THE FIRM
AND/OR THE FUND (THE "PORTFOLIOS"); AND (2) TRANSACTIONS IN THE SECURITIES SET
FORTH IN THE TABLE ABOVE, I HEREBY CERTIFY THAT:
(a) I have no knowledge of the existence of any personal conflict
of interest relationship which may involve the Portfolios,
such as frontrunning transactions or the existence of any
economic relationship between my transactions and securities
held or to be acquired by the Portfolios;
16
<PAGE>
(b) such securities, including securities that are economically
related to such securities, involved in the transaction are
not (i) being considered for purchase or sale by the
Portfolios, or (ii) being purchased or sold by the Portfolios;
and
(c) are in compliance with the Code of Ethics of the Firm.
Date:___________________________ Signature:__________________________________
Print Name:_________________________________
Title:______________________________________
Employer's Name:____________________________
================================================================================
In accordance with the provisions of Section B(2)(d) of the Code of Ethics
of the Firm, the transaction proposed to be effected as set forth in this Report
is:
Authorized: [ ]
Unauthorized: [ ]
Date:___________________________ Signature:
Compliance Officer
================================================================================
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EXHIBIT E
UAM FUNDS, INC. AND NWQ INVESTMENT MANAGEMENT COMPANY
PRE-CLEARANCE TRADING AUTHORIZATION FORM
Date: ________________________ Employee Name:______________________________
Security:____________________________ Number of Shares: _________
Buy, Sell or Other (Circle One; if other explain)______________________________
Date of Last Fund Trade (no trading allowed +7 or - 2 days): ________________
Proposed Price Per Share: _________ Dollar Amount of Proposed Transaction ______
Name of Broker to be Used for Proposed Transaction: ____________________________
Is transaction within 60 days of prior transaction in same or equivalent
security? No ___ Yes ____
(If yes, please attach Exhibit D which also must be approved)
Employee Signature: __________________________________
================================================================================
Authorization: (Any ONE below)
Yes ____ No ____ __________________________ __________ ________
Tom Laird Date Security active?
Yes ____ No ____ __________________________ __________ ________
E.C. "Ted" Friedel Date Security active?
Yes ____ No ____ __________________________ __________ ________
David Polak Date Security active?
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EXHIBIT E -OPTION TRADE
UAM FUNDS, INC. AND NWQ INVESTMENT MANAGEMENT COMPANY
PRE-CLEARANCE TRADING AUTHORIZATION FORM
Date: ________________________ Employee Name:______________________________
(circle) Buy Sell Short
Option: ________________________ # of Calls____# of Puts_____Strike: $________
Expiration: JAN FEB MAR APR MAY JUN JLY AUG SEP OCT NOV DEC
(circle)
Proposed Price Per Option: _________ Total of Proposed Transaction $_______
Name of Broker to be Used for Proposed Transaction: ____________________________
Is transaction within 60 days of prior transaction in same or equivalent
security? No ___ Yes ____
(If yes, please attach Exhibit D which also must be approved)
Employee Signature: __________________________________
================================================================================
Authorization: (Any ONE below)
Yes ___ No ____ ____________________________ __________ ________
Tom Laird Date On Active List?
Yes ___ No ____ ____________________________ __________ ________
E.C. "Ted" Friedel Date On Active List?
Yes ___ No ____ ____________________________ __________ ________
David Polak Date On Active List?
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PERSONAL INVESTMENT POLICY
FOR
SSB CITI ASSET MANAGEMENT GROUP - NORTH AMERICA
AND CERTAIN REGISTERED INVESTMENT COMPANIES
SSB Citi Asset Management Group ("SSB Citi")1, and those U.S.-registered
investment companies advised or managed by SSB Citi that have adopted this
policy ("Funds"), have adopted this policy on securities transactions in order
to accomplish two goals: first, to minimize conflicts and potential conflicts of
interest between employees of SSB Citi and SSB Citi's clients (including the
Funds), and between Fund directors or trustees and their Funds, and SECOND, to
provide policies and procedures consistent with applicable law, including Rule
17j-1 under the Investment Company Act of 1940, to prevent fraudulent or
manipulative practices with respect to purchases or sales of securities held or
to be acquired by client accounts. ALL U.S. EMPLOYEES OF SSB CITI, INCLUDING
EMPLOYEES WHO SERVE AS FUND OFFICERS OR DIRECTORS, AND ALL DIRECTORS OR TRUSTEES
("DIRECTORS") OF EACH FUND, ARE COVERED PERSONS UNDER THIS POLICY. OTHER COVERED
PERSONS ARE DESCRIBED IN SECTION II BELOW.
I. STATEMENT OF PRINCIPLES - All SSB Citi employees owe a fiduciary duty
to SSB Citi's clients when conducting their personal investment
transactions. Employees must place the interests of clients first and
avoid activities, interests and relationships that might interfere with
the duty to make decisions in the best interests of the clients. All
Fund directors owe a fiduciary duty to each Fund of which they are a
director and to that Fund's shareholders when conducting their personal
investment transactions. At all times and in all matters Fund directors
shall place the interests of their Funds before their personal
interests. The fundamental standard to be followed in personal
securities transactions is that Covered Persons may not take
inappropriate advantage of their positions.
All personal securities transactions by Covered Persons shall adhere to
the requirements of this policy and shall be conducted in such a manner
as to avoid any actual or potential conflict of interest, the
appearance of such a conflict, or the abuse of the person's position of
trust and responsibility. While this policy is designed to address both
identified conflicts and potential conflicts, it cannot possibly be
written broadly enough to cover all potential situations. In this
regard, Covered Persons are expected to adhere not only to the letter,
but also the spirit of the policies contained herein.
Employees are reminded that they also are subject to other Citigroup
policies, including policies on insider trading, the purchase and sale
of securities listed on any applicable SSB Citi restricted list, the
receipt of gifts and service as a director of a publicly traded
company. EMPLOYEES MUST NEVER TRADE IN A SECURITY OR COMMODITY WHILE IN
POSSESSION OF MATERIAL, NON-PUBLIC INFORMATION ABOUT THE ISSUER OR THE
MARKET FOR THOSE SECURITIES OR COMMODITIES, EVEN IF THE EMPLOYEE HAS
SATISFIED ALL OTHER REQUIREMENTS OF THIS POLICY.
The reputation of SSB Citi and its employees for straightforward
practices and integrity is a priceless asset, and all employees have
the duty and obligation to support and maintain it when conducting
their personal securities transactions.
1 The investment advisory entities of SSB Citi covered by this policy include:
Salomon Brothers Asset Management Inc.; SSB Citi Fund Management LLC; Smith
Barney Asset Management Division of Salomon Smith Barney Inc.; Travelers
Investment Management Company; and the Citibank Global Asset Management Division
of Citibank, N.A. and Citicorp Trust, N.A.-California.
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II. APPLICABILITY - SSB CITI EMPLOYEES - This policy applies to all U.S.
employees of SSB Citi, including part-time employees. Each employee,
including employees who serve as Fund officers or directors, must
comply with all of the provisions of the policy applicable to SSB Citi
employees unless otherwise indicated. Certain employees are considered
to be "investment personnel" (i.e., portfolio managers, traders and
research analysts (and each of their assistants)), and as such, are
subject to certain additional restrictions outlined in the policy. All
other employees of SSB Citi are considered to be "advisory personnel."
Generally, temporary personnel and consultants working in any SSB Citi
business are subject to the same provisions of the policy as full-time
employees, and their adherence to specific requirements will be
addressed on a case-by-case basis.
The personal investment policies, procedures and restrictions referred
to herein also apply to an employee's spouse and minor children. The
policies also apply to any other account over which the employee is
deemed to have BENEFICIAL OWNERSHIP. This includes: accounts of any
immediate family members sharing the same household as the employee;
accounts of persons or other third parties for whom the employee
exercises investment discretion or gives investment advice; a legal
vehicle in which the employee has a direct or indirect beneficial
interest and has power over investment decisions; accounts for the
benefit of a third party (e.g., a charity) which may be directed by the
employee (other than in the capacity of an employee); and any account
over which the employee may be deemed to have control. For a more
detailed description of beneficial ownership, see Exhibit A attached
hereto.
These policies place certain restrictions on the ability of an employee
to purchase or sell securities that are being or have been purchased or
sold by an SSB Citi managed fund or client account. The restrictions
also apply to securities that are "related" to a security being
purchased or sold by an SSB Citi managed fund or client account. A
"related security" is one whose value is derived from the value of
another security (e.g., a warrant, option or an indexed instrument).
FUND DIRECTORS - This policy applies to all directors of Funds that
have adopted this policy. The personal investment policies, procedures
and restrictions that specifically apply to Fund directors apply to all
accounts and securities in which the director has direct or indirect
beneficial ownership. See Exhibit A attached hereto for a more detailed
description of beneficial ownership.
SECURITIES are defined as stocks, notes, bonds, closed-end mutual
funds, debentures, and other evidences of indebtedness, including
senior debt, subordinated debt, investment contracts, commodity
contracts, futures and all derivative instruments such as options,
warrants and indexed instruments, or, in general, any interest or
instrument commonly known as a "security."
III. ENFORCEMENT - It is the responsibility of each Covered Person to act in
accordance with a high standard of conduct and to comply with the
policies and procedures set forth in this document. SSB Citi takes
seriously its obligation to monitor the personal investment activities
of its employees. Any violation of this policy by employees will be
considered serious, and may result in disciplinary action, which may
include the unwinding of trades, disgorgement of profits, monetary fine
or censure, and suspension or termination of employment. Any violation
of this policy by a Fund director will be reported to the Board of
Directors of the applicable Fund, which may impose such sanctions as it
deems appropriate.
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IV. OPENING AND MAINTAINING EMPLOYEE ACCOUNTS - All employee brokerage
accounts, including spouse accounts, accounts for which the employee is
deemed to have beneficial ownership, and any other accounts over which
the employee and/or spouse exercise control, must be maintained either
at Salomon Smith Barney ("SSB") or at Citicorp Investment Services
("CIS").2 For spouses or other persons who, by reason of their
employment, are required to conduct their securities, commodities or
other financial transactions in a manner inconsistent with this policy,
or in other exceptional circumstances, employees may submit a written
request for an exemption to the Compliance Department. If approval is
granted, copies of trade confirmations and monthly statements must be
sent to the Compliance Department. In addition, all other provisions of
this policy will apply.
V. EXCLUDED ACCOUNTS AND TRANSACTIONS - The following types of
accounts/transactions need not be maintained at SSB or CIS, nor are
they subject to the other restrictions of this policy:
1. Accounts at outside mutual funds that hold only
shares of open-end funds purchased directly from that
fund company. NOTE: TRANSACTIONS RELATING TO
CLOSED-END FUNDS ARE SUBJECT TO THE PRE-CLEARANCE,
BLACKOUT PERIOD AND OTHER RESTRICTIONS OF THIS
POLICY;
2. Estate or trust accounts in which an employee or
related person has a beneficial interest, but no
power to affect investment decisions. There must be
no communication between the account(s) and the
employee with regard to investment decisions prior to
execution. THE EMPLOYEE MUST DIRECT THE TRUSTEE/BANK
TO FURNISH COPIES OF CONFIRMATIONS AND STATEMENTS TO
THE COMPLIANCE DEPARTMENT;
3. Fully discretionary accounts managed by either an
internal or external registered investment adviser
are permitted and may be custodied away from SSB and
CIS if (i) the employee receives permission from the
Regional Director of Compliance and the unit's Chief
Investment Officer, and (ii) there is no
communication between the manager and the employee
with regard to investment decisions prior to
execution. The employee must designate that copies of
trade confirmations and monthly statements be sent to
the Compliance Department;
4. Employees may participate in direct investment
programs which allow the purchase of securities
directly from the issuer without the intermediation
of a broker/dealer provided that the timing and size
of the purchases are established by a pre-arranged,
regularized schedule (e.g., dividend reinvestment
plans). Employees must pre-clear the transaction at
the time that the dividend reinvestment plan is being
set up. Employees also must provide documentation of
these arrangements and direct periodic (monthly or
quarterly) statements to the Compliance Department;
and
5. In addition to the foregoing, the following types of
securities are exempted from pre-clearance, blackout
periods, reporting and short-term trading
requirements: open-ended mutual funds; open-end unit
investment trusts; U.S. Treasury bills, bonds and
notes; mortgage pass-throughs (e.g. Ginnie Maes) that
are direct obligations of the U.S. government;
bankers acceptances; bank
2 This requirement will become effective as to all employees on a date to be
determined by the Compliance Department and may be subject to a phase-in
implementation process.
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certificates of deposit; commercial paper; and high
quality short-term debt instruments (meaning any
instrument that has a maturity at issuance of less
than 366 days and that is rated in one of the two
highest rating categories by a nationally recognized
statistical rating organization, such as S&P or
Moody's), including repurchase agreements.
VI. SECURITIES HOLDING PERIOD/SHORT-TERM TRADING - Securities transactions
must be for investment purposes rather than for speculation.
Consequently, employees may not profit from the purchase and sale, or
sale and purchase, of the same or equivalent securities within sixty
(60) calendar days, calculated on a First In, First Out (FIFO) basis
(i.e., the security may be sold on the 61st day). Citigroup securities
received as part of an employee's compensation are not subject to the
60-day holding period. All profits from short-term trades are subject
to disgorgement. However, with the prior written approval of both a
Chief Investment Officer and the Regional Director of Compliance, and
only in rare and/or unusual circumstances, an employee may execute a
short-term trade that results in a significant loss or in break-even
status.
VII. PRE-CLEARANCE - All SSB Citi employees must pre-clear all personal
securities transactions (see Section V for a listing of accounts,
transactions and securities that do not require pre-clearance). A copy
of the pre-clearance form is attached as Exhibit B. IN ADDITION,
EMPLOYEES ARE PROHIBITED FROM ENGAGING IN MORE THAN TWENTY (20)
TRANSACTIONS IN ANY CALENDAR MONTH, EXCEPT WITH PRIOR WRITTEN APPROVAL
FROM THEIR CHIEF INVESTMENT OFFICER, OR DESIGNEE. A transaction must
not be executed until the employee has received the necessary approval.
Pre-clearance is valid only on the day it is given. If a transaction is
not executed on the day pre-clearance is granted, it is required that
pre-clearance be sought again on a subsequent day (i.e., open orders,
such as limit orders, good until cancelled orders and stop-loss orders,
must be pre-cleared each day until the transaction is effected). In
connection with obtaining approval for any personal securities
transaction, employees must describe in detail any factors which might
be relevant to an analysis of the possibility of a conflict of
interest. Any trade that violates the pre-clearance process may be
unwound at the employee's expense, and the employee will be required to
absorb any resulting loss and to disgorge any resulting profit.
In addition to the foregoing, the CGAM NA Director of Global Equity
Research, or his designate, must approve all personal securities
transactions for members of the CGAM Research Department prior to
pre-clearance from the Compliance Department as set forth in this
section. Pre-approval by the Director of Research, or his designate, is
in addition to and does not replace the requirement for the
pre-clearance of all personal securities transactions.
VIII. BLACKOUT PERIODS - No Covered Person shall purchase or sell, directly
or indirectly, any security in which he/she has, or by reason of the
transaction acquires, any direct or indirect beneficial ownership if
he/she has knowledge at the time of such transaction that the security
is being purchased or sold, or is being considered for purchase or
sale, by a managed fund or client account or in the case of a Fund
director, by the director's Fund. In addition, the following Blackout
Periods apply to the categories of SSB Citi employees listed below:
1. PORTFOLIO MANAGERS AND PORTFOLIO MANAGER ASSISTANTS - may not
buy or sell any securities for personal accounts seven (7)
calendar days before or after managed funds or client accounts
he/she manages trade in that security.
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2. TRADERS AND TRADER ASSISTANTS - may not buy or sell any
securities for personal accounts three (3) calendar days before
or seven (7) calendar days after managed funds or client
accounts he/she executes trades for trade in that security.
3. RESEARCH ANALYSTS AND RESEARCH ASSISTANTS - may not buy or sell
any securities for personal accounts: seven (7) calendar days
before or after the issuance of or a change in any
recommendation; or seven (7) calendar days before or after any
managed fund or client account about which the employee is
likely to have trading or portfolio information (as determined
by the Compliance Department) trades in that security.
4. ADVISORY PERSONNEL (see Section II for details) - may not buy or
sell any securities for personal accounts on the same day that a
managed fund or client account about which the employee is
likely to have trading or portfolio information (as determined
by the Compliance Department) trades in that security.
5. UNIT TRUST PERSONNEL - all employees assigned to the Unit Trust
Department are prohibited from transacting in any security when
a SSB Citi-sponsored Unit Trust portfolio is buying the same (or
a related) security, until seven business days after the later
of the completion of the accumulation period or the public
announcement of the trust portfolio. Similarly, all UIT
employees are prohibited from transacting in any security held
in a UIT (or a related security) seven business days prior to
the liquidation period of the trust.
Employees in categories 1, 2 and 5 above may also be considered
Advisory Personnel for other accounts about which the employee is
likely to have trading or portfolio information (as determined by
the Compliance Department).
Any violation of the foregoing provisions will require the
employee's trade to be unwound, with the employee absorbing any
resulting loss and disgorging any resulting profit. Advisory
personnel are subject to the unwinding of the trade provision;
however, they may not be required to absorb any resulting loss (at
the discretion of the Compliance Department and the employee's
supervisor). Please be reminded that, regardless of the provisions
set forth above, all employees are always prohibited from effecting
personal securities transactions based on material, non-public
information.
Blackout period requirements shall not apply to any purchase or
sale, or series of related transactions involving the same or
related securities, involving 500 or fewer shares in the aggregate
if the issuer has a market capitalization (outstanding shares
multiplied by the current price per share) greater than $10 billion
and is listed on a U.S. Stock Exchange or NASDAQ. NOTE:
PRE-CLEARANCE IS STILL REQUIRED. Under certain circumstances, the
Compliance Department may determine that an employee may not rely
upon this "Large Cap/De Minimis" exemption. In such a case, the
employee will be notified prior to or at the time the pre-clearance
request is made.
IX. PROHIBITED TRANSACTIONS - The following transactions by SSB Citi
employees are prohibited without the prior written approval from the
Chief Investment Officer, or designee, and the Regional Compliance
Director:
1. The purchase of private placements; and
2. The acquisition of any securities in an initial public offering
(new issues of municipal debt securities may be acquired subject
to the other requirements of this policy (e.g., pre-clearance).)
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X. TRANSACTIONS IN OPTIONS AND FUTURES - SSB Citi employees may buy or
sell derivative instruments such as individual stock options, options
and futures on indexes and options and futures on fixed-income
securities, and may buy or sell physical commodities and futures and
forwards on such commodities. These transactions must comply with all
of the policies and restrictions described in this policy, including
pre-clearance, blackout periods, transactions in Citigroup securities
and the 60-day holding period. However, the 60-day holding period does
not apply to individual stock options that are part of a hedged
position where the underlying stock has been held for more than 60 days
and the entire position (including the underlying security) is closed
out.
XI. PROHIBITED RECOMMENDATIONS - No Covered Person shall recommend or
execute any securities transaction by any managed fund or client
account, or, in the case of a Fund director, by the director's Fund,
without having disclosed, in writing, to the Chief Investment Officer,
or designee, any direct or indirect interest in such securities or
issuers, except for those securities purchased pursuant to the "Large
Cap/De Minimis" exemption described in Section VIII above. Prior
written approval of such recommendation or execution also must be
received from the Chief Investment Officer, or designee. The interest
in personal accounts could be in the form of:
1. Any direct or indirect beneficial ownership of any securities of
such issuer;
2. Any contemplated transaction by the person in such securities;
3. Any position with such issuer or its affiliates; or
4. Any present or proposed business relationship between such
issuer or its affiliates and the person or any party in which
such person has a significant interest.
XII. TRANSACTIONS IN CITIGROUP SECURITIES - Unless an SSB Citi employee is a
member of a designated group subject to more restrictive provisions, or
is otherwise notified to the contrary, the employee may trade in
Citigroup securities without restriction (other than the pre-clearance
and other requirements of this policy), subject to the limitations set
forth below.
Employees whose jobs are such that they know about Citigroup's
quarterly earnings prior to release may not engage in any
transactions in Citigroup securities during the "blackout
periods" beginning on the first day of a calendar quarter and
ending on the second business day following the release of
earnings for the prior quarter. Members of the SSB Citi
Executive Committee and certain other senior SSB Citi employees
are subject to these blackout periods.
Stock option exercises are permitted during a blackout period
(but the simultaneous exercise of an option and sale of the
underlying stock is prohibited). With regard to exchange traded
options, no transactions in Citigroup options are permitted
except to close or roll an option position that expires during a
blackout period. Charitable contributions of Citigroup
securities may be made during the blackout period, but an
individual's private foundation may not sell donated Citigroup
common stock during the blackout period. "Good `til cancelled"
orders on Citigroup stock must be cancelled before entering a
blackout period and no such orders may be entered during a
blackout period.
No employee may engage at any time in any personal transactions
in Citigroup securities while in possession of material
non-public information. Investments in Citigroup securities must
be made with a long-term orientation rather than for
6
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speculation or for the generation of short-term trading profits.
In addition, please note that employees may not engage in the
following transactions:
/diamond/ Short sales of Citigroup securities;
/diamond/ Purchases or sales of options ("puts" or "calls") on
Citigroup securities, except writing a covered call
at a time when the securities could have been sold
under this policy;
/diamond/ Purchases or sales of futures on Citigroup
securities; or
/diamond/ Any transactions relating to Citigroup securities
that might reasonably appear speculative.
The number of Citigroup shares an employee is entitled to in
the Citigroup Stock Purchase Plan is not treated as a long
stock position until such time as the employee has given
instructions to purchase the shares of Citigroup. Thus,
employees are not permitted to use options to hedge their
financial interest in the Citigroup Stock Purchase Plan.
Contributions into the firm's 401(k) Plan are not subject to
the restrictions and prohibitions described in this policy.
XIII. ACKNOWLEDGEMENT AND REPORTING REQUIREMENTS - SSB CITI EMPLOYEES - All
new SSB Citi employees must certify that they have received a copy of
this policy, and have read and understood its provisions. In addition,
all SSB Citi employees must:
1. Acknowledge receipt of the policy and any modifications thereof,
in writing (see Exhibit C for the form of Acknowledgement);
2. Within 10 days of becoming an SSB Citi employee, disclose in
writing all information with respect to all securities
beneficially owned and any existing personal brokerage
relationships (employees must also disclose any new brokerage
relationships whenever established). Such information should be
provided on the form attached as Exhibit D;
3. Direct their brokers to supply, on a timely basis, duplicate
copies of confirmations of all personal securities transactions
(NOTE: THIS REQUIREMENT MAY BE SATISFIED THROUGH THE
TRANSMISSION OF AUTOMATED FEEDS);
4. Within 10 days after the end of each calendar quarter, provide
information relating to securities transactions executed during
the previous quarter for all securities accounts (NOTE: THIS
REQUIREMENT MAY BE SATISFIED THROUGH THE TRANSMISSION OF
AUTOMATED FEEDS);
5. Submit an annual holdings report containing similar information
that must be current as of a date no more than 30 days before
the report is submitted, and confirm at least annually all
brokerage relationships and any and all outside business
affiliations (NOTE: THIS REQUIREMENT MAY BE SATISFIED THROUGH
THE TRANSMISSION OF AUTOMATED FEEDS OR THE REGULAR RECEIPT OF
MONTHLY BROKERAGE STATEMENTS); and
6. Certify on an annual basis that he/she has read and understood
the policy, complied with the requirements of the policy and
that he/she has pre-cleared and disclosed or reported all
personal securities transactions and securities accounts
required to be disclosed or reported pursuant to the
requirements of the policy.
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FUND DIRECTORS - Fund Directors shall deliver the information required
by Items 1 through 4 of the immediately preceding paragraph, except
that a Fund director who is not an "interested person" of the Fund
within the meaning of Section 2(a)(19) of the Investment Company Act of
1940, and who would be required to make reports solely by reason of
being a Fund Director, is not required to make the initial and annual
holdings reports required by Item 2. Also, a "non-interested" Fund
Director need not supply duplicate copies of confirmations of personal
securities transactions required by Item 3, and need only make the
quarterly transactions reports required by Item 3 as to any security if
at the time of a transaction by the Director in that security, he/she
knew or in the ordinary course of fulfilling his/her official duties as
a Fund Director should have known that, during the 15-day period
immediately preceding or following the date of that transaction, that
security is or was purchased or sold by that Director's Fund or was
being considered for purchase or sale by that Director's Fund.
DISCLAIMER OF BENEFICIAL OWNERSHIP - The reports described in Items 2
and 3 above may contain a statement that the reports shall not be
construed as an admission by the person making the reports that he/she
has any direct or indirect beneficial ownership in the securities to
which the reports relate.
XIV. HANDLING OF DISGORGED PROFITS - Any amounts that are paid/disgorged by
an employee under this policy shall be donated by SSB Citi to one or
more charities. Amounts donated may be aggregated by SSB Citi and paid
to such charity or charities at the end of each year.
XV. CONFIDENTIALITY - All information obtained from any Covered Person
pursuant to this policy shall be kept in strict confidence, except that
such information will be made available to the Securities and Exchange
Commission or any other regulatory or self-regulatory organization or
to the Fund Boards of Directors to the extent required by law,
regulation or this policy.
XVI. OTHER LAWS, RULES AND STATEMENTS OF POLICY - Nothing contained in this
policy shall be interpreted as relieving any person subject to the
policy from acting in accordance with the provision of any applicable
law, rule or regulation or, in the case of SSB Citi employees, any
statement of policy or procedure governing the conduct of such person
adopted by Citigroup, its affiliates and subsidiaries.
XVII. RETENTION OF RECORDS - All records relating to personal securities
transactions hereunder and other records meeting the requirements of
applicable law, including a copy of this policy and any other policies
covering the subject matter hereof, shall be maintained in the manner
and to the extent required by applicable law, including Rule 17j-1
under the 1940 Act. The Compliance Department shall have the
responsibility for maintaining records created under this policy.
XVIII. MONITORING - SSB Citi takes seriously its obligation to monitor the
personal investment activities of its employees and to review the
periodic reports of all Covered Persons. Employee personal investment
transaction activity will be monitored by the Compliance Department.
All noted deviations from the policy requirements will be referred back
to the employee for follow-up and resolution (with a copy to be
supplied to the employee's supervisor). Any noted deviations by Fund
directors will be reported to the Board of Directors of the applicable
Fund for consideration and follow-up as contemplated by Section III
hereof.
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XIX. EXCEPTIONS TO THE POLICY - Any exceptions to this policy must have the
prior written approval of both the Chief Investment Officer and the
Regional Director of Compliance. Any questions about this policy should
be directed to the Compliance Department.
XX. BOARD REVIEW - Fund management and SSB Citi shall provide to the Board
of Directors of each Fund, on a quarterly basis, a written report of
all material violations of this policy, and at least annually, a
written report and certification meeting the requirements of Rule 17j-1
under the 1940 Act.
XXI. OTHER CODES OF ETHICS - To the extent that any officer of any Fund is
not a Covered Person hereunder, or an investment subadviser of or
principal underwriter for any Fund and their respective access persons
(as defined in Rule 17j-1) are not Covered Persons hereunder, those
persons must be covered by separate codes of ethics which are approved
in accordance with applicable law.
XXII. AMENDMENTS - SSB CITI EMPLOYEES - Unless otherwise noted herein, this
policy shall become effective as to all SSB Citi employees on March 30,
2000. This policy may be amended as to SSB Citi employees from time to
time by the Compliance Department. Any material amendment of this
policy shall be submitted to the Board of Directors of each Fund for
approval in accordance with Rule 17j-1 under the 1940 Act.
FUND DIRECTORS - This policy shall become effective as to a Fund upon
the approval and adoption of this policy by the Board of Directors of
that Fund in accordance with Rule 17j-1 under the 1940 Act or at such
earlier date as determined by the Secretary of the Fund. Any material
amendment of this policy that applies to the directors of a Fund shall
become effective as to the directors of that Fund only when the Board
of Directors of that Fund has approved the amendment in accordance with
Rule 17j-1 or at such earlier date as determined by the Secretary of
the Fund.
March 15, 2000
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EXHIBIT A
EXPLANATION OF BENEFICIAL OWNERSHIP
You are considered to have "Beneficial Ownership" of Securities if you have or
share a direct or indirect "PECUNIARY INTEREST" in the Securities.
You have a "Pecuniary Interest" in Securities if you have the opportunity,
directly or indirectly, to profit or share in any profit derived from a
transaction in the Securities.
The following are examples of an indirect Pecuniary Interest in Securities:
1. Securities held by members of your IMMEDIATE FAMILY sharing the
same household; however, this presumption may be rebutted by
convincing evidence that profits derived from transactions in
these Securities will not provide you with any economic benefit.
"Immediate family" means any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, and includes any adoptive relationship.
2. Your interest as a general partner in Securities held by a
general or limited partnership.
3. Your interest as a manager-member in the Securities held by a
limited liability company.
You do NOT have an indirect Pecuniary Interest in Securities held by a
corporation, partnership, limited liability company or other entity in which you
hold an equity interest, UNLESS you are a controlling equityholder or you have
or share investment control over the Securities held by the entity.
The following circumstances constitute Beneficial Ownership by you of Securities
held by a trust:
1. Your ownership of Securities as a trustee where either you or
members of your immediate family have a vested interest in the
principal or income of the trust.
2. Your ownership of a vested interest in a trust.
3. Your status as a settlor of a trust, unless the consent of all
of the beneficiaries is required in order for you to revoke the
trust.
THE FOREGOING IS A SUMMARY OF THE MEANING OF "BENEFICIAL OWNERSHIP". FOR
PURPOSES OF THE ATTACHED POLICY, "BENEFICIAL OWNERSHIP" SHALL BE INTERPRETED IN
THE SAME MANNER AS IT WOULD BE IN DETERMINING WHETHER A PERSON IS SUBJECT TO THE
PROVISIONS OF SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934 AND THE RULES
AND REGULATIONS THEREUNDER
10
<PAGE>
SSB CITI ASSET MANAGEMENT GROUP ("SSB CITI") EXHIBIT B
EMPLOYEE TRADE PRE-APPROVAL FORM
(PAGE 1)
INSTRUCTIONS:
ALL EMPLOYEES ARE REQUIRED TO SUBMIT THIS FORM TO THE COMPLIANCE DEPARTMENT
PRIOR TO PLACING A TRADE. THE COMPLIANCE DEPARTMENT WILL NOTIFY THE EMPLOYEE AS
TO WHETHER OR NOT PRE-APPROVAL IS GRANTED. PRE-APPROVAL IS EFFECTIVE ONLY ON THE
DATE GRANTED.
I. EMPLOYEE INFORMATION
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Employee Name: Phone Number:
-------------------------------------------------------------------------------------------------------------------------------
Account Title:
-------------------------------------------------------------------------------------------------------------------------------
Account Number:
-------------------------------------------------------------------------------------------------------------------------------
Managed Account(s)/Mutual Fund(s) for which employee is a Covered Person:
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
II. SECURITY INFORMATION
IPO [ ] Yes [ ] No PRIVATE PLACEMENT [ ] Yes [ ] No
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
Security Name Security Type-e.g., Ticker Buy/Sell If Sale, Date First No. Large Cap
common stock, etc. Acquired(1) Shares/Units Stock(2)
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
III. YOUR POSITION WITH THE FIRM:
(PLEASE CHECK ONE OF THE FOLLOWING) [ ] Portfolio Manager /
Portfolio Manager Assistant
[ ] Research Analyst /
Research Analyst Assistant
[ ] Trader / Trader Assistant
[ ] Unit Trust Personnel
[ ] Other (Advisory Personnel)
NOTE: o All PORTFOLIO MANAGERS must complete the reverse side of this form.
o All RESEARCH ANALYSTS and RESEARCH ANALYST ASSISTANTS located in
CONNECTICUT MUST provide an additional form signed by RAMA KRISHNA or
one of his designees.
IV. CERTIFICATION
I CERTIFY THAT I WILL NOT EFFECT THE TRANSACTION(S) DESCRIBED ABOVE UNLESS AND
UNTIL PRE-CLEARANCE APPROVAL IS OBTAINED FROM THE COMPLIANCE DEPARTMENT. I
FURTHER CERTIFY THAT, EXCEPT AS DESCRIBED ON AN ATTACHED PAGE, TO THE BEST OF MY
KNOWLEDGE, THE PROPOSED TRANSACTION(S) WILL NOT RESULT IN A CONFLICT OF INTEREST
WITH ANY ACCOUNT MANAGED BY SSB CITI (INCLUDING MUTUAL FUNDS MANAGED BY SSB
CITI). I FURTHER CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE, THERE ARE NO PENDING
ORDERS FOR ANY SECURITY LISTED ABOVE OR ANY RELATED SECURITY FOR ANY MANAGED
ACCOUNTS AND/OR MUTUAL FUNDS FOR WHICH I AM CONSIDERED A COVERED PERSON. THE
PROPOSED TRANSACTION(S) ARE CONSISTENT WITH ALL FIRM POLICIES REGARDING EMPLOYEE
PERSONAL SECURITIES TRANSACTIONS.
SIGNATURE __________________________ DATE ___________________
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
FOR USE BY THE COMPLIANCE DEPARTMENT
===============================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
[ ] Yes [ ] No [ ] Yes [ ] No
ARE SECURITIES RESTRICTED? PRE-APPROVAL GRANTED? Reason not granted:
-------------------------------------------------------------------------------------------------------------------------------
COMPLIANCE DEPARTMENT SIGNATURE: Date: Time:
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1. All securities sold must have been held for at least 60 days.
2. For purposes of SSB Citi's personal trading policies, a Large Cap Exemption
applies to transactions involving 500 or fewer shares in aggregate and the
stock is one that is listed on a U.S. stock exchange or NASDAQ and whose
issuer has a market capitalization (outstanding shares multiplied by current
price) of more than $10 billion.
11
<PAGE>
SSB CITI ASSET MANAGEMENT GROUP ("SSB CITI")
PAGE 2 - PORTFOLIO MANAGER CERTIFICATION
All portfolio managers must answer the following questions in order to obtain
pre-approval. All questions must be answered or the form will be returned. If a
question is not applicable, please indicate "N/A".
1. Have your client accounts purchased or sold the securities (or related
securities) in the past seven calendar days?
Yes [ ] No [ ]
2. Do you intend to purchase or sell the securities (or related
securities) for any client accounts in the next seven calendar days?
Yes [ ] No [ ]
3. Do any of your client accounts currently own the securities (or related
securities)?
Yes [ ] No [ ]
3a. If yes, and you are selling the securities for your personal
account, please explain why the sale of the securities was
rejected for client accounts but is appropriate for your personal
account:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
4. Have you, in the past 7 calendar days, CONSIDERED purchasing the
securities (or related securities) for your client accounts?
Yes [ ] No [ ]
4a. If yes, and you are purchasing securities for your personal
account, please explain why the purchase of the securities is
appropriate for your account but has been rejected for your client
accounts:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
4b. If no, and you are purchasing securities for your personal
account, please explain why the purchase of the securities has not
been considered for your client accounts:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CERTIFICATION
I certify that I will not effect the transaction(s) described above unless and
until pre-clearance approval is obtained from the Compliance Department. I
further certify that, except as described on an attached page, to the best of my
knowledge, the proposed transaction(s) will not result in a conflict of interest
with any account managed by SSB Citi (including mutual funds managed by SSB
Citi). I further certify that, to the best of my knowledge, there are no pending
orders for any security listed above or any related securities for any Managed
Accounts and/or Mutual Funds for which I am considered a Covered Person. The
proposed transaction(s) are consistent with all firm policies regarding employee
personal securities transactions.
----------------------------- -------------------------
SIGNATURE DATE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
FOR USE BY THE COMPLIANCE DEPARTMENT
===============================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
[ ] Yes [ ] No [ ] Yes [ ] No
ARE SECURITIES RESTRICTED? PRE-APPROVAL GRANTED? Reason not granted:
-------------------------------------------------------------------------------------------------------------------------------
COMPLIANCE DEPARTMENT SIGNATURE: Date: Time:
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
PERSONAL INVESTMENT POLICY EXHIBIT C
FOR
SSB CITI ASSET MANAGEMENT GROUP - NORTH AMERICA
AND CERTAIN REGISTERED INVESTMENT COMPANIES
ACKNOWLEDGMENT
I ACKNOWLEDGE THAT I HAVE RECEIVED AND READ THE PERSONAL INVESTMENT POLICY
FOR SSB CITI ASSET MANAGEMENT GROUP - NORTH AMERICA AND CERTAIN REGISTERED
INVESTMENT COMPANIES DATED MARCH 15, 2000. I UNDERSTAND THE PROVISIONS OF
THE PERSONAL INVESTMENT POLICY AS DESCRIBED THEREIN AND AGREE TO ABIDE BY
THEM.
EMPLOYEE NAME (PRINT): __________________
SIGNATURE: __________________
DATE: __________________
-----------------------------------------------------------------------------
SOCIAL SECURITY DATE OF HIRE:
NUMBER:
=============================================================================
JOB FUNCTION & SUPERVISOR:
TITLE:
-----------------------------------------------------------------------------
LOCATION:
-----------------------------------------------------------------------------
FLOOR AND/OR ZONE: TELEPHONE NUMBER:
-----------------------------------------------------------------------------
NASD REGISTERED EMPLOYEE (PLEASE CHECK ONE) [ ] Yes [ ] No
-----------------------------------------------------------------------------
If REGISTERED, list Registration \ License:
-----------------------------------------------------------------------------
THIS ACKNOWLEDGMENT FORM MUST BE COMPLETED AND RETURNED NO LATER THAN MARCH
30, 2000 TO THE COMPLIANCE DEPARTMENT - ATTENTION: VERA SANDUCCI-DENDY, 388
GREENWICH STREET, 23RD FLOOR, NEW YORK, NY 10013.
13
<PAGE>
EXHIBIT D
SSB CITI ASSET MANAGEMENT GROUP - NORTH AMERICA PERSONAL INVESTMENT POLICY
FINANCIAL SERVICES FIRM DISCLOSURE AND INITIAL REPORT OF SECURITIES HOLDINGS
THIS REPORT MUST BE SIGNED, DATED AND RETURNED WITHIN 10 DAYS OF EMPLOYMENT TO
THE COMPLIANCE DEPARTMENT - ATTENTION: VERA SANDUCCI-DENDY, 388 GREENWICH
STREET, 23RD FLOOR
--------------------------------------------------------------------------------
EMPLOYEE NAME: _______________________ DATE OF EMPLOYMENT: _____________________
--------------------------------------------------------------------------------
BROKERAGE ACCOUNTS:
[ ] I do not have a BENEFICIAL INTEREST in any account(s) with any financial
services firm.
[ ] I maintain the following account(s) with the financial services firm(s)
listed below (attach additional information if necessary-e.g., a brokerage
statement). Please include the information required below for any broker,
dealer or bank where an account is maintained which holds securities for
your direct or indirect benefit as of the date you began your employment.
--------------------------------------------------------------------------------
Name of Financial Service(s) Firm and Address Account Title Account Number
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES HOLDINGS:
Complete the following (or attach a copy of your most recent statement(s))
listing all of your securities holdings, with the exception of open-ended mutual
funds and U.S Government securities if:
o You own securities which are held by financial services firm(s) as
described above. If you submit a copy of a statement, it must include all
of the information set forth below. Please be sure to include any
additional securities purchased since the date of the brokerage statement
which is attached. Use additional sheets if necessary.
o Your securities are not held with a financial service(s) firm (e.g.,
dividend reinvestment programs).
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Title of Security Ticker Symbol # of Shares Principal Amt. Held Since Financial Services Firm
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
[ ] I have no securities holdings to report.
I CERTIFY THAT I HAVE RECEIVED THE SSB CITI - NORTH AMERICA PERSONAL INVESTMENT
POLICY AND HAVE READ IT AND UNDERSTOOD ITS CONTENTS. I FURTHER CERTIFY THAT THE
ABOVE REPRESENTS A COMPLETE AND ACCURATE DESCRIPTION OF MY BROKERAGE ACCOUNT(S)
AND SECURITIES HOLDINGS AS OF MY DATE OF EMPLOYMENT.
Signature: _________________________________ Date of Signature: _______________
