<PAGE>
Exhibit p(3)
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.
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(1) The investment advisory entities of SSB Citi covered by this policy include:
Salomon Brothers Asset Management Inc.; SSB Citi Fund Management LLC; Smith
Barney Asset Management Division of Salomon Smith Barney Inc.; Travelers
Investment Management Company; and the Citibank Global Asset Management
Division of Citibank, N.A. and Citicorp Trust, N.A.-California.
<PAGE>
II. APPLICABILITY - 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.
III. 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.
IV. 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
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.
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(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.
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.
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 the above categories 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).)
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 speculation or for the
generation of short-term trading profits. In addition, please note
that employees may not engage in the following transactions:
o Short sales of Citigroup securities;
o 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;
o Purchases or sales of futures on Citigroup securities; or
o 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.
FUND DIRECTORS - Fund Directors shall deliver the information required
by Items 1 through 6 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 Items 2 and 5. 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 4 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 4
and 5 above may contain a statement that the reports shall not be
construed as an admission by the person making the reports that he/she
has any direct or indirect beneficial ownership in the securities to
which the reports relate.
XIV. HANDLING OF DISGORGED PROFITS - Any amounts that are paid/disgorged by
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.
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
<PAGE>
EXHIBIT A
EXPLANATION OF BENEFICIAL OWNERSHIP
You are considered to have "Beneficial Ownership" of Securities if you have or
share a direct or indirect "Pecuniary Interest" in the Securities.
You have a "Pecuniary Interest" in Securities if you have the opportunity,
directly or indirectly, to profit or share in any profit derived from a
transaction in the Securities.
The following are examples of an indirect Pecuniary Interest in Securities:
1. Securities held by members of your immediate family sharing the same
household; however, this presumption may be rebutted by convincing
evidence that profits derived from transactions in these Securities will
not provide you with any economic benefit.
"Immediate family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and
includes any adoptive relationship.
2. Your interest as a general partner in Securities held by a general or
limited partnership.
3. Your interest as a manager-member in the Securities held by a limited
liability company.
You do not have an indirect Pecuniary Interest in Securities held by a
corporation, partnership, limited liability company or other entity in which you
hold an equity interest, unless you are a controlling equityholder or you have
or share investment control over the Securities held by the entity.
The following circumstances constitute Beneficial Ownership by you of Securities
held by a trust:
1. Your ownership of Securities as a trustee where either you or members of
your immediate family have a vested interest in the principal or income
of the trust.
2. Your ownership of a vested interest in a trust.
3. Your status as a settlor of a trust, unless the consent of all of the
beneficiaries is required in order for you to revoke the trust.
The foregoing is a summary of the meaning of "beneficial ownership". For
purposes of the attached policy, "beneficial ownership" shall be interpreted in
the same manner as it would be in determining whether a person is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder.
<PAGE>
<TABLE>
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.
<S> <C>
I. EMPLOYEE INFORMATION
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Employee Name: Phone Number:
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Account Title:
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Account Number:
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Managed Account(s)/Mutual Fund(s) for which employee is a Covered Person:
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</TABLE>
<TABLE>
II. SECURITY INFORMATION
IPO [ ] Yes No [ ] PRIVATE PLACEMENT [ ] Yes [ ] No
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<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>
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</TABLE>
III. YOUR POSITION WITH THE FIRM:
(Please check one of the [ ] Portfolio Manager / Portfolio Manager
following) 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>
------------------------------------------------------------------------------------------------------------------------------
FOR USE BY THE COMPLIANCE DEPARTMENT
==============================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
[ ] Yes [ ] No [ ] Yes [ ] No Reason not granted:
ARE SECURITIES RESTRICTED? PRE-APPROVAL GRANTED?
------------------------------------------------------------------------------------------------------------------------------
COMPLIANCE DEPARTMENT SIGNATURE: Date: Time:
------------------------------------------------------------------------------------------------------------------------------
----------
(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.
SSB CITI ASSET MANAGEMENT GROUP ("SSB CITI")
</TABLE>
<PAGE>
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>
------------------------------------------------------------------------------------------------------------------------------
FOR USE BY THE COMPLIANCE DEPARTMENT
==============================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
[ ] Yes [ ] No [ ] Yes [ ] No Reason not granted:
ARE SECURITIES RESTRICTED? PRE-APPROVAL GRANTED?
------------------------------------------------------------------------------------------------------------------------------
COMPLIANCE DEPARTMENT SIGNATURE: Date: Time:
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<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.
<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.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
<S> <C> <C>
Name of Financial Service(s) Firm and Address Account Title Account Number
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
</TABLE>
SECURITIES HOLDINGS:
Complete the following (or attach a copy of your most recent statement(s))
listing all of your securities holdings, with the exception of open-ended mutual
funds and U.S Government securities if:
o You own securities which are held by financial services firm(s) as described
above. If you submit a copy of a statement, it must include all of the
information set forth below. Please be sure to include any additional
securities purchased since the date of the brokerage statement which is
attached. Use additional sheets if necessary.
o Your securities are not held with a financial service(s) firm (e.g., dividend
reinvestment programs and private placements).
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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: _____________
<PAGE>
PERSONAL INVESTMENT POLICY
FOR
SSB CITI ASSET MANAGEMENT GROUP, LONDON
SSB Citi Asset Management Group ("SSB Citi")(3), has 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 registered investment companies under the United
States Investment Company Act of 1940 ("Funds") and, to provide policies and
procedures consistent with applicable law, including but not restricted to the
insider dealing provisions of the Criminal Justice Act 1993 and Rule 17j-1 under
the United States 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 LONDON EMPLOYEES OF SSB CITI ARE COVERED
PERSONS UNDER THIS POLICY.
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. 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.
II. APPLICABILITY - SSB CITI EMPLOYEES - This policy applies to all London
employees of SSB Citi, including part-time employees. Each employee 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, and research
analysts (and their assistants), and as such, are subject to certain
additional restrictions outlined in the policy.
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.
----------
(3) The investment advisory entities of SSB Citi covered by this policy include:
Salomon Brothers Asset Management Limited; Smith Barney Global Capital
Management Inc.; Citibank Global Asset Management, a division of Citibank,
N.A. and Citibank International Plc; and SSB Citi Asset Management Limited.
<PAGE>
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).
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."
V. 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.
VI. OPENING AND MAINTAINING EMPLOYEE ACCOUNTS - Approval must be obtained
from the Compliance Department prior to the opening of a brokerage
account. If approval is granted, copies of trade confirmations and
monthly statements must be sent to the Compliance Department.
VII. EXCLUDED ACCOUNTS AND TRANSACTIONS - The following types of
accounts/transactions are not subject to the other restrictions of this
policy:
6. 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;
7. 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;
8. Fully discretionary accounts managed by either an internal or
external registered investment adviser are permitted if 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;
9. Employees may participate in direct investment programmes 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
10. 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.K. gilts, U.S. Treasury
bills, bonds and notes; mortgage pass-throughs (e.g. Ginnie
Maes) that are direct obligations of the U.S. government;
bankers acceptances; bank certificates of deposit; commercial
paper; and high quality short-term debt instruments (meaning any
instrument that has a maturity at issuance of less than 366 days
and that is rated in one of the two highest rating categories by
a nationally recognized statistical rating organization, such as
S&P or Moody's), including repurchase agreements.
VIII. 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 European
Head of Investment 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.
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 EUROPEAN HEAD OF INVESTMENT, 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. The following Blackout Periods apply to the
categories of SSB Citi employees listed below:
o All employees - may not buy or sell any securities for personal
accounts seven (7) calendar days before or after managed funds
or client accounts that the firm manages trade in that security.
Additionally:
o 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.
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. 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 capitalisation (outstanding shares multiplied by the current
price per share) greater than $10 billion and is listed on a U.S or
European 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
European Head of Investment, or designee, and the Regional Compliance
Director:
3. The purchase of private placements; and
4. The acquisition of any securities in an initial public offering
(new issues of municipal debt securities may be acquired subject
to the other requirements of this policy (e.g., pre-clearance).)
X. TRANSACTIONS IN OPTIONS AND FUTURES - 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 European Head of
Investment, 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 European Head of Investment, or designee. The interest
in personal accounts could be in the form of:
5. Any direct or indirect beneficial ownership of any securities of
such issuer;
6. Any contemplated transaction by the person in such securities;
7. Any position with such issuer or its affiliates; or
8. 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 in New York 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.
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 speculation or for the generation
of short-term trading profits. In addition, please note that employees
may not engage in the following transactions:
o Short sales of Citigroup securities;
o 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;
o Purchases or sales of futures on Citigroup securities; or
o 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.
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:
7. Acknowledge receipt of the policy and any modifications thereof,
in writing (see Exhibit C for the form of Acknowledgement);
8. 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;
9. 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);
10. 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);
11. 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
12. Certify on an annual basis that he/she has read and understood
the policy, complied with the requirements of the policy and
that he/she has pre-cleared and disclosed or reported all
personal securities transactions and securities accounts
required to be disclosed or reported pursuant to the
requirements of the policy.
DISCLAIMER OF BENEFICIAL OWNERSHIP - The reports described in Items 4
and 5 above may contain a statement that the reports shall not be
construed as an admission by the person making the reports that he/she
has any direct or indirect beneficial ownership in the securities to
which the reports relate.
XIV. HANDLING OF DISGORGED PROFITS - Any amounts that are paid/disgorged by
an employee under this policy shall be donated to one or more charities.
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 Financial Services
Authority, Securities and Exchange Commission, or any other regulatory
or self-regulatory organisation or to the Funds' 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).
XIX. EXCEPTIONS TO THE POLICY - Any exceptions to this policy must have the
prior written approval of both the European Head of Investment and the
Regional Director of Compliance. Any questions about this policy should
be directed to the Compliance Department.
XX. BOARD REVIEW - 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. 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.
March 30, 2000
<PAGE>
EXHIBIT A
EXPLANATION OF BENEFICIAL OWNERSHIP
You are considered to have "Beneficial Ownership" of Securities if you have or
share a direct or indirect "Pecuniary Interest" in the Securities.
You have a "Pecuniary Interest" in Securities if you have the opportunity,
directly or indirectly, to profit or share in any profit derived from a
transaction in the Securities.
The following are examples of an indirect Pecuniary Interest in Securities:
4. 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.
5. Your interest as a general partner in Securities held by a general or
limited partnership.
6. 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:
4. 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.
5. Your ownership of a vested interest in a trust.
6. Your status as a settlor of a trust, unless the consent of all of the
beneficiaries is required in order for you to revoke the trust.
The foregoing is a summary of the meaning of "beneficial ownership". For
purposes of the attached policy, "beneficial ownership" shall be interpreted in
the same manner as it would be in determining whether a person is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder.
<PAGE>
<TABLE>
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.
<S> <C>
V. EMPLOYEE INFORMATION
------------------------------------------------------------------------------------------------------------------------------
Employee Name: Phone Number:
------------------------------------------------------------------------------------------------------------------------------
Account Title:
------------------------------------------------------------------------------------------------------------------------------
Account Number:
------------------------------------------------------------------------------------------------------------------------------
Managed Account(s)/Mutual Fund(s) for which employee is a Covered Person:
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
VI. SECURITY INFORMATION
IPO [ ] Yes No [ ] PRIVATE PLACEMENT [ ] Yes [ ] No
------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Security Name Security Type-e.g., Ticker Buy/Sell If Sale, Date First No. Large Cap
common stock, etc. Acquired(3) Shares/Units Stock?(4)
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
VII. YOUR POSITION WITH THE FIRM:
(Please check one of the [ ] Portfolio Manager / Portfolio Manager
following) Assistant
[ ] Research Analyst / Research Analyst
Assistant
[ ] Other
NOTE: o All PORTFOLIO MANAGERS must complete the reverse side of this form.
o All RESEARCH ANALYSTS and RESEARCH ANALYST ASSISTANTS must provide
an additional form signed by RAMA KRISHNA or one of his designees.
VIII. 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>
------------------------------------------------------------------------------------------------------------------------------
FOR USE BY THE COMPLIANCE DEPARTMENT
==============================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
[ ] Yes [ ] No [ ] Yes [ ] No Reason not granted:
ARE SECURITIES RESTRICTED? PRE-APPROVAL GRANTED?
------------------------------------------------------------------------------------------------------------------------------
COMPLIANCE DEPARTMENT SIGNATURE: Date: Time:
------------------------------------------------------------------------------------------------------------------------------
---------------
(3) All securities sold must have been held for at least 60 days.
(4) For purposes of SSB Citi's personal trading policies, a Large Cap Exemption applies to transactions involving 500 (There is
no threshold for shares purchased on a UK or European Exchange where the market capitalisation is greater than $10 Billion)
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.
</TABLE>
<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".
4. Have your client accounts purchased or sold the securities (or related
securities) in the past seven calendar days? Yes [ ] No [ ]
5. Do you intend to purchase or sell the securities (or related securities) for
any client accounts in the next seven calendar days? Yes [ ] No [ ]
6. 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:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
5. 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>
------------------------------------------------------------------------------------------------------------------------------
FOR USE BY THE COMPLIANCE DEPARTMENT
==============================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
[ ] Yes [ ] No [ ] Yes [ ] No Reason not granted:
ARE SECURITIES RESTRICTED? PRE-APPROVAL GRANTED?
------------------------------------------------------------------------------------------------------------------------------
COMPLIANCE DEPARTMENT SIGNATURE: Date: Time:
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PERSONAL INVESTMENT POLICY EXHIBIT C
FOR
SSB CITI ASSET MANAGEMENT GROUP - LONDON
ACKNOWLEDGMENT
I acknowledge that I have received and read the Personal Investment Policy
for SSB Citi Asset Management Group, London - dated March 30 2000. I
understand the provisions of the Personal Investment Policy as described
therein and agree to abide by them.
EMPLOYEE NAME (PRINT): _________________________
SIGNATURE: _____________________________________
DATE: __________________________________________
This Acknowledgment form must be completed and returned no later than , 7
April 2000 to the Compliance Department - Attention: Bernard Andoh, Cottons
Centre, Hays Lane, 4th Floor, London, SE1 2QT.
<PAGE>
EXHIBIT D
SSB CITI ASSET MANAGEMENT GROUP - LONDON 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: BERNARD ANDOH,4TH FLOOR COTTONS
CENTRE, HAYS LANE, LONDON.
--------------------------------------------------------------------------------
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.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
<S> <C> <C>
Name of Financial Service(s) Firm and Address Account Title Account Number
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
</TABLE>
SECURITIES HOLDINGS:
Complete the following (or attach a copy of your most recent statement(s))
listing all of your securities holdings, with the exception of open-ended mutual
funds, U.K and U.S Government securities if:
o You own securities which are held by financial services firm(s) as described
above. If you submit a copy of a statement, it must include all of the
information set forth below. Please be sure to include any additional
securities purchased since the date of the brokerage statement which is
attached. Use additional sheets if necessary.
o Your securities are not held with a financial service(s) firm (e.g., dividend
reinvestment programs and private placements).
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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 - London 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: _____________
<PAGE>
PERSONAL INVESTMENT POLICY
FOR
SSB CITI ASSET MANAGEMENT GROUP - Hong Kong and Singapore Offices
AND CERTAIN REGISTERED INVESTMENT COMPANIES
SSB Citi Asset Management Group ("SSB Citi")(4), has 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 employees of
SSB Citi in Hong Kong and Singapore are Covered Persons under this policy.
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. 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.
----------
(4) The investment advisory entities of SSB Citi covered by this policy include:
Salomon Brothers Asset Management Asia/Pacific Limited, Citibank Global
Asset Management (Asia) Limited, Citibank N.A, and Citicorp International
Bank (Singapore) Limited.
<PAGE>
II. APPLICABILITY - SSB CITI EMPLOYEES - This policy applies to all
employees of SSB Citi in Hong Kong and Singapore, 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, central dealers, and research staff ) 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).
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, , monetary fine or censure, and
suspension or termination of employment.
IV OPENING AND MAINTAINING EMPLOYEE ACCOUNTS - All employees must provide
Compliance with information regarding their brokerage accounts as per
Exhibit B.
V EXCLUDED ACCOUNTS AND TRANSACTIONS - The following types of
accounts/transactions need not be nor are they subject to the other
restrictions of this policy:
11. Accounts in 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;
12. 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;
13. Fully discretionary accounts managed by either an internal or
external registered investment adviser are permitted if (i) the
employee receives permission from the Regional Director of
Compliance and the Senior 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;
14. 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
15. In addition to the foregoing, the following types of securities
are exempted from pre-clearance, blackout periods, reporting and
short-term trading requirements: open-ended mutual funds;
open-end unit investment trusts; U.S. Treasury bills, bonds and
notes; mortgage pass-throughs (e.g. Ginnie Maes) that are direct
obligations of the U.S. government; bankers acceptances; bank
certificates of deposit; commercial paper; and high quality
short-term debt instruments (meaning any instrument that has a
maturity at issuance of less than 366 days and that is rated in
one of the two highest rating categories by a nationally
recognized statistical rating organization, such as S&P or
Moody's), including repurchase agreements.
VI. SECURITIES HOLDING PERIOD/SHORT-TERM TRADING - Securities transactions
must be for investment purposes rather than for speculation.
Consequently, employees may not profit from the purchase and sale, or
sale and purchase, of the same or equivalent securities within sixty
(60) calendar days, calculated on a First In, First Out (FIFO) basis
(i.e., the security may be sold on the 61st day). Citigroup securities
received as part of an employee's compensation are not subject to the
60-day holding period. 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 C. IN ADDITION,
EMPLOYEES ARE PROHIBITED FROM ENGAGING IN MORE THAN TWENTY (20)
TRANSACTIONS IN ANY CALENDAR MONTH, EXCEPT WITH PRIOR WRITTEN APPROVAL
FROM THE SENIOR 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., except in the case
of US securities and IPOs. US equities due to time zone and settlement
differences are valid for 4 days. 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.
In addition to the foregoing, the Director of Global Equity Research, or
his designate, must approve all personal securities transactions for
members of the SSB Citi 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. . In addition, the following
Blackout Periods apply to the categories of SSB Citi employees listed
below:
6. Portfolio Managers, Central Dealers, Compliance, and Senior
Management - may not buy or sell any securities for personal
accounts seven (7) calendar days before or after managed funds
or client accounts trade in that security, or seven (7) calendar
days after a recommendation/report has been issued for the
issuer.
2. Research Staff - 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 when currently doing
research on an issuer, or seven (7) calendar days after a
company visit to the issuer,
3. 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, or seven
(7) calendar days after a recommendation/report has be issued
for the issuer.
Any violation of the foregoing provisions will require the
employee's trade to be unwound, with the employee absorbing any
resulting loss. 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 or its local equivalent and is listed on a U.S.
Stock Exchange, NASDAQ, or any other major stock exchange as
determined by the Compliance Department. 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
Senior Investment Officer, or designee, and the Regional Compliance
Director or his/her designee:
5. The purchase of private placements; and
6. The acquisition of any securities in an initial public offering
Pre-clearance for IPOs is effective up to the Issue Date.
Participation by employees in IPOs reserved for client accounts
or managed funds are prohibited. Employees must not misuse their
positions within the investment center to gain access to IPOs
particularly "hot issues".
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, , without having disclosed, in writing, to the Senior
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 Senior Investment Officer, or designee. The interest
in personal accounts could be in the form of:
9. Any direct or indirect beneficial ownership of any securities of
such issuer;
10. Any contemplated transaction by the person in such securities;
11. Any position with such issuer or its affiliates; or
12. 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 speculation or for the
generation of short-term trading profits. In addition, please note
that employees may not engage in the following transactions:
o Short sales of Citigroup securities;
o 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;
o Purchases or sales of futures on Citigroup securities; or
o 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
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:
13. Acknowledge receipt of the policy and any modifications thereof,
in writing (see Exhibit B-1 for the form of Acknowledgement);
14. 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 B-1.
15. Direct their brokers to supply, on a timely basis, duplicate
copies of confirmations of all personal securities transactions
An example of a letter to the broker is attached as Exhibit B-2
16. 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 by having Compliance provide each
employee with a list of their transactions during the quarter
and confirmation from the employee that the list is accurate).
17. 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
18. 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.(see Exhibit B-1)
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. 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 local regulatory body 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).
XIX. EXCEPTIONS TO THE POLICY - Any exceptions to this policy must have the
prior written approval of both the Senior 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, as appropriate
March 15, 2000
<PAGE>
EXHIBIT A
EXPLANATION OF BENEFICIAL OWNERSHIP
You are considered to have "Beneficial Ownership" of Securities if you have or
share a direct or indirect "Pecuniary Interest" in the Securities.
You have a "Pecuniary Interest" in Securities if you have the opportunity,
directly or indirectly, to profit or share in any profit derived from a
transaction in the Securities.
The following are examples of an indirect Pecuniary Interest in Securities:
7. 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.
8. Your interest as a general partner in Securities held by a general or
limited partnership.
9. 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:
7. 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.
8. Your ownership of a vested interest in a trust.
9. Your status as a settlor of a trust, unless the consent of all of the
beneficiaries is required in order for you to revoke the trust.
The foregoing is a summary of the meaning of "beneficial ownership". For
purposes of the attached policy, "beneficial ownership" shall be interpreted in
the same manner as it would be in determining whether a person is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder.
<PAGE>
EXHIBIT B-1
ANNUAL CERTIFICATION / DECLARATION OF NEW BROKERAGE ACCOUNTS
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TO: THE COMPLIANCE OFFICER
FROM:
DATE:
SUBJECT: PERSONAL INVESTMENT POLICY
- ANNUAL CERTIFICATION / DECLARATION OF NEW BROKERAGE ACCOUNTS
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I confirm that as at ______________________, I have the following personal
brokerage relationships:-
Name of Broker Account Number Address of Broker
-------------- -------------- -----------------
As required by the SSB Citi Asset Management Personal Investment Policy ("PIP"),
I hereby certify that I shall / have pre-clear(ed) and report(ed) all personal
securities pursuant to the requirements of the PIP.
I shall / have advise(d) all the brokers and any other relevant parties
involved, to furnish duplicate copies of contract notes of all personal
securities transactions and / or periodic statements for all securities
accounts, directly to the Compliance Officer.
Signature : _______________________________
<PAGE>
EXHIBIT B-2
LETTER TO BROKERS
This sample serves as a guide to advise your personal brokers to supply
duplicate copies of confirmations or contract notes and statements to the
Compliance Officer.
[Broker name]
[Broker address]
Dear Sir,
[Brokerage Account(s) Number]
As part of the Firm's Personal Investment Policy, which was formulated to ensure
prudent standards of behavior for all employees when conducting their personal
investment transactions, I am required to advise my personal brokers to supply
certain information directly to the Compliance Officer.
Please accept this as my authority to send, until advised otherwise,
duplicate copies of the following:-
a) contract notes or trade confirmations (whether "buy" or "sell"); and / or
b) statements for the above-mentioned accounts
directly to:-
The Compliance Officer
SSB Citi Asset Management Group
23 Church Street
#10-08 Capital Square
Singapore 049481
Yours sincerely,
[Signature]
<PAGE>
EXHIBIT C
REQUEST FOR APPROVAL OF PERSONAL TRANSACTIONS
From : _____________________ Date _____________
Please complete and give to the Compliance Officer.
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<S> <C> <C> <C> <C> <C> <C>
Approval is hereby requested:- Approval is hereby:-
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BUY SELL NAME OF ISSUER TYPE OF SECURITY NO. OF UNITS GRANTED DENIED
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1 At present, I am not aware of any circumstances or material non-public
information that would conflict with my above request.
2 FOR PORTFOLIO MANAGERS/CENTRAL DEALERS/COMPLIANCE/RESEARCH/MANAGEMENT - I may
not buy or sell any securities for personal accounts 7 calendar days before
or after a managed fund or client account trades in that security.
3 FOR RESEARCH STAFF - I may not buy or sell any securities for personal
accounts 7 calendar days after a company visit to the issuer; or when I am
currently doing research on an issuer.
4 FOR ALL STAFF - I may not buy or sell any securities for personal accounts 7
calendar days after a recommendation / report has been issued for the issuer.
5 I may not buy and sell, or sell and buy the same securities within a 60-day
period.
6 Pre-clearance approval is valid for 24 hours; except for US securities where
approval is valid for 4 business days, and IPOs where approval is valid up to
Issue Date.
Compliance Officer's Approval: Date of Approval:
For IPOs and Private Placements)
Senior Investment Officer's approval: Date of Approval:
