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CODE OF ETHICS
SECURITY CAPITAL GLOBAL CAPITAL MANAGEMENT GROUP INCORPORATED
SECURITY CAPITAL GLOBAL CAPITAL MANAGEMENT GROUP (EUROPE) S.A.
SECURITY CAPITAL REAL ESTATE MUTUAL FUNDS INCORPORATED
SECURITY CAPITAL PREFERRED GROWTH INCORPORATED
This Code of Ethics supplements the Compliance Procedures section of the
Security Capital Group Incorporated Company Policy Online Manual and the
Security Capital Markets Group Incorporated and Security Capital Global Capital
Management Group Incorporated Supervisory Procedures Manual, each available
electronically and in print.
The Code of Ethics sets forth both general principles and specific
prohibitions that you will be required to comply with.
Please review the Code of Ethics carefully and return a signed copy of the
Access Person Certification Form to the Chief Compliance Officer. Questions
regarding the Code of Ethics should be directed to the Chief Compliance Officer.
SEPTEMBER 1999
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CODE OF ETHICS
FOR ACCESS PERSONS OF
SECURITY CAPITAL GLOBAL CAPITAL MANAGEMENT GROUP INCORPORATED
SECURITY CAPITAL GLOBAL CAPITAL MANAGEMENT GROUP (EUROPE) S.A.
SECURITY CAPITAL REAL ESTATE MUTUAL FUNDS INCORPORATED
SECURITY CAPITAL PREFERRED GROWTH INCORPORATED
I. OVERVIEW.
A. GOVERNANCE.
This Code of Ethics (the "Code") has been adopted by the Boards
of Directors of Security Capital Global Capital Management Group
Incorporated ("GCMG"), Security Capital Global Capital Management
Group (Europe) S.A. ("GCMG (Europe)"), Security Capital Real Estate
Mutual Funds Incorporated ("SC-REMFs"), and Security Capital Preferred
Growth Incorporated ("SC-PG") (together, the "Companies"). The Code
establishes rules of conduct for all "Access Persons", as defined
below.
B. SUPPLEMENTAL TO POLICY MANUAL AND SUPERVISORY PROCEDURES MANUAL.
The Code supplements, and does not supersede, the Security
Capital Group Incorporated ("Security Capital") Company Policy Online
Manual and the Security Capital Markets Group Incorporated and GCMG
Supervisory Procedures Manual ("Supervisory Procedures Manual")
(together, where applicable, the "Manuals"). Notwithstanding the
foregoing, the time during which Access Persons can buy or sell
securities of any publicly traded real estate company managed or
controlled, directly or indirectly, by Security Capital or its
affiliates is governed by the Code and not the Manuals. The Manuals
hereby are incorporated by reference.
C. APPLICABILITY.
INDEPENDENT DIRECTORS OF SC-REMFS AND SC-PG (TOGETHER, THE
"FUNDS") MUST COMPLY WITH SECTION III. OF THE CODE (PROHIBITED
TRANSACTIONS AND PRACTICES), BUT ARE NOT SUBJECT TO SECTION IV.
(CONDITIONAL
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TRANSACTIONS), SECTION VI. (PRECLEARANCE OF CERTAIN CONDITIONAL
TRANSACTIONS), OR SECTION VIII. (SHARE OWNERSHIP REPORT) OF THE CODE.
Furthermore, the Code does not apply to the directors, officers and
general partners of entities for which GCMG serves as a subadviser.
II. STATEMENT OF GENERAL PRINCIPLES.
A. DEFINITION OF "ACCESS PERSON".
In general, an Access Person is (i) an employee of any of the
Companies (or a company in a control relationship with any of the
Companies) who generally makes or participates in decisions or obtains
information regarding securities transactions on behalf of any of the
Companies or their investors, (ii) an officer or director of any of
the Companies, (iii) a natural person in a control relationship with
any of the Companies or their investors who obtains information
concerning recommendations regarding securities transactions, or (iv)
any other person designated by the Chief Compliance Officer. Persons
who solely assist in the preparation of public reports or receive
public reports, while not having information regarding current
recommendations or trading, or who inadvertently and infrequently
obtain knowledge of current recommendations or trading, do not
constitute Access Persons. A list of Access Persons is attached as an
exhibit to the Supervisory Procedures Manual.
B. General Principles.
The general fiduciary principles that govern the personal trading
activities of Access Persons are as follows:
- All purchases or sale of securities, whether by an Access Person
or his/her "Immediate Family"(1) ("Securities Transactions"),
must be conducted in a manner which does not interfere with
portfolio transactions on behalf of any clients of GCMG or GCMG
(Europe) ("Advisory Clients") or investors in the Funds so as to
avoid any actual or potential conflict of interest or any abuse
of an individual's position of trust and responsibility.
- At all times the interests of Advisory Clients and investors in
the Funds must be placed first.
- The fundamental standard that Access Persons should not take
inappropriate or unfair advantage of their relationship with
Advisory Clients or investors in the Funds is paramount.
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(1) "Immediate Family" includes any of the following persons residing in the
same household as the Access Person: 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.
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Access Persons must adhere to these general principles as well as
comply with the Code's specific provisions.
III. PROHIBITED TRANSACTIONS AND ACTIVITIES.
A. ACCESS PERSONS WHO ARE NOT INDEPENDENT DIRECTORS.
An Access Person who is not an independent director may not:
1. Purchase or sell, directly or indirectly, any security in which
he/she has, or by reason of such transaction acquires, any direct
"Beneficial Interest", as defined below, and which he/she knows at the
time of such transaction is being purchased or sold or considered for
purchase or sale on behalf of an Advisory Client or by a Fund. A
security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated and, with respect to the person making the
recommendation, when such person receives information that would lead
such person in his/her normal course of business to consider making
such a recommendation.
A person generally is deemed to have a Beneficial Interest in
securities if: (i) the person, directly or indirectly, through any
contract, arrangement, understanding, relationship, or otherwise, has
or shares (a) voting power, which includes the power to vote, or to
direct the voting of, the securities, and/or (b) investment power,
which includes the power to dispose of, or to direct the disposition
of, the securities; and (ii) the person, directly or indirectly,
through any contract, arrangement, understanding, relationship or
otherwise, has or shares a direct or indirect pecuniary interest in
the securities. A person is deemed to have voting and/or investment
power with respect to securities if the person has the right to
acquire a Beneficial Interest in the security within 60 days,
including any right to acquire the security through the exercise of
any option, warrant or right; the conversion of a security; pursuant
to the power to revoke a trust, discretionary account or similar
arrangement; or pursuant to the automatic termination of a trust,
discretionary account or similar arrangement.
2. Recommend any Securities Transaction to an Advisory Client or with
respect to a Fund without having disclosed his/her interest, if any,
in such securities or the issuer of the securities, including without
limitation:
(i). such person's direct or indirect Beneficial Interest
in any securities of such issuer;
(ii). any contemplated transaction by such person in such
securities;
(iii). any position with such issuer or its affiliates; or
(iv). any present or proposed business relationship between
such issuer or its affiliates and such person or any
party in which such person has a significant interest.
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3. Directly or indirectly in connection with the purchase or sale of
any securities held or to be acquired by an Advisory Client or with
respect to a Fund:
(i). employ any device, scheme or artifice to defraud an
Advisory Client or the Fund;
(ii). make any untrue statement of a material fact, or omit to
state a material fact necessary in order to make the
statements made, in light of the circumstances under
which they are made, not misleading; or
(iii). engage in any act, practice or course of business that
operates or would operate as a fraud or deceit upon an
Advisory Client or a Fund.
4. Purchase securities offered in an initial public offering or a
private placement without the prior approval of Security Capital's
Legal Department.
5. Purchase or sell securities of any public real estate company
(whether traded on an exchange within or outside the United States),
except as set forth in Section IV.A. I below and the Manuals.
B. INDEPENDENT DIRECTORS.
Independent directors of the Funds may not purchase securities
issued by Security Capital or its affiliates.
IV. CONDITIONAL TRANSACTIONS.
A. Trading by Access Persons.
Access Persons may engage in the following trading activities:
1. Purchase securities of any public real estate company managed or
controlled, directly or indirectly, by Security Capital, upon the
condition that:
(i). preclearance is obtained from the Chief Compliance
Officer;
(ii). such purchase occurs only during a period of time
stipulated by such affiliated company (window periods)
(in addition, Access Persons with titles of Senior Vice
President and above and their respective assistants also
must obtain prior clearance from Security Capital's
Legal Department); and
(iii). within five (5) business days following the date of such
purchase, a copy of the trade confirmation or comparable
documentation is provided to the Chief Compliance
Officer.
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2. Sell securities of any public real estate company managed or
controlled, directly or indirectly, by Security Capital upon the
condition that:
(i). preclearance is obtained from the Chief Compliance
Officer;
(ii). such sale occurs only during a period of time stipulated
by such affiliated company (window periods) (in
addition, Access Persons with titles of Senior Vice
President and above and their respective assistants also
must obtain prior clearance from Security Capital's
Legal Department); and
(iii). within five (5) business days following the date of such
sale a copy of the trade confirmation or comparable
documentation is provided to the Chief Compliance
Officer.
V. EXEMPT TRANSACTIONS.
The prohibitions and conditions described in Sections III. and IV. above
shall not apply to:
A. Purchases or sales of SC-REMFs shares.
B. Purchases or sales effected in any account over which the Access Person
(i) has no direct or indirect influence or control, or (ii) has given
discretionary investment authority to an independent third party.
C. Purchases or sales that are non-volitional on the part of the Access
Person.
D. Purchases that are part of an automatic dividend reinvestment plan.
E. Purchases effected upon the exercise of rights issued by an issuer pro
rata to all holders of a class of its securities, to the extent such rights
were acquired from the issuer, and sales of such rights so acquired.
VI. PRECLEARANCE OF CERTAIN CONDITIONAL TRANSACTIONS.
A. REQUEST FOR PRECLEARANCE.
In order to attempt to obtain preclearance from the Chief Compliance
Officer, an Access Person must submit in writing a completed and executed
Access Person Preclearance Request Form (Appendix 1), which shall set forth
the details of the proposed transaction. Preclearance of the transaction as
described on such Form shall be evidenced by the signature of the Chief
Compliance Officer thereon. The Chief Compliance Officer shall retain a
copy with all required signatures and a copy placed in the Access Person's
file.
B. CONDITIONS TO BE SATISFIED.
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Upon written request from an Access Person as provided in Section
VI.A. above, the Chief Compliance Officer shall have the sole discretion to
preclear a personal Securities Transaction, without being required to
specify any reason for such determination. The Chief Compliance Officer
shall make such determination in accordance with the following:
1. Purchases or sales effected in any account over which the Access
Person (i) has no direct or indirect influence or control, or (ii) has
given discretionary investment authority to an independent third
party.
2. Purchases or sales that are non-volitional on the part of the
Access Person.
3. Purchases that are part of an automatic dividend reinvestment plan.
4. Purchases effected upon the exercise of rights issued by an issuer
Pro rata to all holders of a class of its securities, to the extent
such rights were acquired from the issuer, and sales of such rights so
acquired.
Purchases and sales of SC-REMFs shares are expressly permitted and
need not be precleared with the Chief Compliance Officer.
C. ADDITIONAL FACTORS TO BE CONSIDERED.
In addition to the factors set forth in Section VI.B. above, the Chief
Compliance Officer may take into account, among other factors, each of the
following:
1. Whether the amount or nature of the transaction is likely to affect
the price or market for the security.
2. Whether the Access Person making the proposed purchase or sale is
likely to benefit from purchases or sales being made or being
considered by an Advisory Client or a Fund.
3. Whether the investment opportunity is being offered to the Access
Person by virtue of the Access Person's position with one of the
Companies.
D. COMPLIANCE WITH SECTION 17(j).
Preclearance shall be granted by the Compliance Officer only if a
purchase or sale of securities is consistent with the purposes of this Code
and Section 17(j) of the Investment Company Act of 1940, as amended (the
"Act"). To illustrate, a purchase or sale may be considered consistent with
those purposes if such purchase or sale is only remotely potentially
harmful to a Fund because such purchase or sale would be unlikely to affect
a highly institutional market, or because such purchase or sale is clearly
not related economically to the securities held, purchased or sold by a
Fund.
E. DISCLOSURE BY ACCESS PERSON.
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If preclearance is granted to an Access Person in accordance with this
Code to engage in a Securities Transaction, the Access Person is under an
affirmative obligation to disclose that position if such Access Person
plays a material role in a subsequent investment decision regarding the
same issuer. In such circumstances, investment personnel with no personal
interest in the issuer shall review the investment decision to purchase
such securities.
Preclearance granted to an Access Person in accordance with this Code
is only effective for five (5) business days from (and including) the date
of such preclearance. If the trade is not made within five (5) business
days, a new clearance must be obtained.
VII. TRANSACTION REPORTING.
Every Access Person must submit to the Chief Compliance Officer within five
(5) business days a copy of the trade confirmation or comparable documentation
relating to any trade that, pursuant to this Code (i) is required to be reported
to the Chief Compliance Officer, or (ii) for which preclearance was required.
In addition, Access Persons (other than independent directors) shall be
required to notify the Chief Compliance Officer, or his or her designee, in
writing, prior to opening a securities account or placing an initial order for
the purchase or sale of securities with any foreign or domestic brokerage firm.
Copies of account statements and confirmations with respect to any outside
account must be forwarded to the Chief Compliance Officer, or his or her
designee, by such brokerage firm. Please refer to the Supervisory Procedures
Manual or contact the Chief Compliance Officer with any questions.
An independent director of a Fund must file a personal securities quarterly
transaction report if he/she knows, or in the ordinary course of fulfilling
his/her duties should know, that during the 15-day period before or after the
director purchases or sells a security, a Fund purchased or sold the same
security or such purchase or sale was considered by a Fund or GCMG.
Finally, beginning with the fourth quarter of 1999, Access Persons (other
than independent directors) that do not engage in trading activities during a
calendar quarter must provide the Chief Compliance Officer with report
confirming such fact.
VIII. SHARE OWNERSHIP REPORTING.
Access Persons must provide the Chief Compliance Officer with the following
reports, at such times as set forth below.
A. INITIAL HOLDINGS REPORT.
Access Persons who became affiliated with any of the Companies on or
after October 1, 1999 must provide the Chief Compliance Officer with an
executed Initial Holdings Report (Appendix 2) no later that 10 days after
becoming an Access Person. The Initial Holdings Report must disclose the
title, number of shares and principal amount of each security (excluding
mutual and money market funds, bank certificates of
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deposit and direct obligations of the U.S. Government) beneficially owned
by such person, as well as the name of the broker or bank which maintains
the Access Person's account.
B. ANNUAL HOLDINGS REPORT.
All Access Persons must provide the Chief Compliance Officer with an
executed Annual Holdings Report (Appendix 3) on or before December 31st of
each year. The information contained in the Report must be current as of a
date no more than 30 days before the Report is submitted. The Annual
Holdings Report must disclose the title, number of shares and principal
amount of each security (excluding mutual and money market funds, bank
certificates of deposit and direct obligations of the U.S. Government)
beneficially owned by such person, as well as the name of the broker or
bank which maintains the Access Person's account.
IX. ADMINISTRATION AND PROCEDURAL MATTERS.
A. REVIEW BY THE CHIEF COMPLIANCE OFFICER.
The Chief Compliance Officer shall:
1. Furnish a copy of this Code to each Access Person and notify each
Access Person of his/her obligation to file reports as provided by
this Code.
2. Supervise the implementation and enforcement of this Code.
3. Determine whether any particular Securities Transaction should be
exempted pursuant to the provisions of this Code.
4. Issue either personally or with the assistance of counsel as may be
appropriate, any interpretation of this Code that may appear
consistent with the objectives of Rule 17j-1 of the Act and this Code.
5. Conduct such inspections or investigations as shall reasonably be
required to detect and report any apparent violations of this Code.
6. Cause to be maintained in an easily accessible place, the following
records:
(i). a copy of any Code adopted to Rule 17j-1 of the Act
which has been in effect during the past five (5) years;
(ii). a copy of any preclearance, trade confirmation, or
report required to be made by any Access Person (during
the past five (5) years);
(iii). a copy of each report made by the Chief Compliance
Officer during the past five (5) years with respect to
the Code;
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(iv). a copy of each Initial Holdings Report and Annual
Holdings Report prepared during the past five (5) years;
(v). a record of any violation of the Code and of any action
taken as a result of such violation (during the past
five (5) years); and
(vi). a record of all exceptions granted from the Code during
the past five (5) years.
B. REVIEW OF THE CODE.
The Code will be reviewed at least once a year, in light of legal and
business developments and experience in implementing the Code, and the
Chief Compliance Officer will prepare an annual report to the Boards of
Directors of the Companies that:
1. Summarizes existing procedures concerning personal investing and
any changes in the procedures made during the past year.
2. Identifies any violation of the Code, or the procedures instituted
to prevent violations of the Code, requiring significant remedial
action during the past year and the remedial action imposed.
3. Identifies any exceptions to the Code granted during the past year.
4. Identifies any recommended changes in existing restrictions or
procedures based on its experience under the Code, evolving industry
practices, or developments in applicable laws or regulations.
5. Certifies that the Company has adopted procedures reasonably
necessary to prevent Access Persons from violating the Code.
X. SANCTIONS.
A. IMPOSITION OF SANCTIONS.
If a determination is made that an Access Person has committed a
violation of the Code, sanctions may be imposed, or other actions taken,
including a letter of caution or warning, suspension of personal trading
rights, suspension of employment (with or without compensation), fine,
civil referral to the Securities and Exchange Commission ("SEC"), criminal
referral, and termination of the employment of the violator for cause. An
Access Person also may be required to reverse the trade(s) in question and
forfeit any profit or absorb any loss derived therefrom. The amount of
profit shall be calculated and shall be forwarded to a charitable
organization.
B. AUTHORITY.
The Chief Compliance Officer has sole authority to determine the
remedy for any violation of the Code, including appropriate disposition of
any moneys forfeited pursuant
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to this provision. Failure to promptly abide by a directive to reverse a
trade or forfeit profits may result in the imposition of additional
sanctions.
C. BOARD OF DIRECTORS REPORT.
Whenever it is deter-mined that an Access Person has committed a
violation of this Code that merits significant remedial action, a report
will be presented at the next regularly scheduled meeting of the relevant
Board of Directors, providing information relating to the investigation of
the violation, including any sanctions as they deem appropriate. Such Board
shall have access to all information considered in relation to the case.
The Chief Compliance Officer may determine whether to delay the imposition
of any sanctions pending review by the applicable Board of Directors.
XI. CONFIDENTIALITY.
All information obtained from any Access Person hereunder shall be kept in
strict confidence, except that reports of Securities Transactions hereunder will
be made available to the SEC or any other regulatory or self-regulatory to the
extent required by law or regulation.
XII. OTHER LAWS, RULES AND STATEMENTS OF POLICY.
Nothing contained in this Code shall be interpreted as relieving any Access
Person from acting in accordance with the provision of any applicable law, rule
or regulation or any other statement of policy or procedure governing the
conduct of such person.
XIII. FURTHER INFORMATION.
If any person has any question with regard to the applicability of the
provisions of this Code generally or with regard to any Securities Transaction,
he/she should consult the Chief Compliance Officer.
XIV. EXCEPTIONS.
Although exceptions to the Code will rarely, if ever, be granted, the Chief
Compliance Officer may grant exceptions to the requirements of the Code on a
case by case basis on a finding that the proposed conduct involves negligible
opportunity for abuse.
XV. CERTIFICATION BY ACCESS PERSONS.
All Access Persons must submit an Access Person Certification Form
(Appendix 4) documenting that they have read and understand this Code and
recognize that as an Access Person they are subject to the terms of this Code.
All Access Persons shall agree to certify on an annual basis that they have
complied with the requirements of this Code and that they have disclosed or
reported all personal Securities Transactions required to be disclosed or
reported pursuant to the requirements of this Code.
Dated: September 1999
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APPENDIX I
ACCESS PERSON PRECLEARANCE REQUEST FORM
Chief Compliance Officer:
On each of the dates proposed below, I hereby request permission to effect
a transaction in the securities indicated below on behalf of myself, my
Immediate Family (as defined in the Code of Ethics dated September 1999 (the
"Code") adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940,
as amended, trusts of which I am trustee or another account in which I have a
beneficial interest or legal title, and which are required to be pre-approved
pursuant to the Code.
(Use approximate dates and amounts of proposed transactions.)
<TABLE>
<CAPTION>
NATURE OF
PROPOSED TRANSACTION
NAME OF DATE OF NO. OF SHARES OR DOLLAR AMOUNT (PURCHASE, BROKER/DEALER OR
SECURITY TRANSACTION PRINCIPAL AMOUNT OF TRANSACTION SALE, OTHER) BANK PRICE
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<S> <C> <C> <C> <C> <C> <C>
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</TABLE>
Name:
-----------------------------------
Title:
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Entity:
---------------------------------
Date: Signature:
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Permission Granted Permission Denied
Date: Signature:
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Chief Compliance Officer
GCMG, GCMG(E), SC-REMFS, SC-PG - 9/99
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APPENDIX 2
ACCESS PERSON INITIAL HOLDINGS REPORT
Chief Compliance Officer:
As a condition of my being an Access Person of Security Capital Global
Capital Management Group Incorporated, and as required by the Securities and
Exchange Commission, the following is a list of all securities (excluding mutual
and money market funds, bank certificates of deposit and direct obligations of
the U.S. Government) in which I have a direct or indirect beneficial interest.
<TABLE>
<CAPTION>
STOCK SYMBOL (IF
NAME OF APPLICABLE AND NUMBER OF PRINCIPAL NAMES OF ENTITY ACCOUNT
SECURITY KNOWN) SHARES AMOUNT HOLDING THE SECURITY NUMBER
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<S> <C> <C> <C> <C> <C>
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</TABLE>
Please use additional pages if necessary. THIS REPORT MUST BE DATED NO LATER
THAN 10 DAYS AFTER BECOMING EMPLOYED.
Name:
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Title:
---------------------------------
Signature:
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Date:
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ACKNOWLEDGED AND APPROVED THIS ____________ DAY OF ___________________,
______________.
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GCMG, GCMG(E), SC-REMFS, SC-PG - 9/99
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APPENDIX 3
ACCESS PERSON ANNUAL HOLDINGS REPORT
Chief Compliance Officer:
As a condition of my being an Access Person of Security Capital Global
Capital Management Group Incorporated, and as required by the Securities and
Exchange Commission, the following is a list of all securities (excluding mutual
and money market funds, bank certificates of deposit and direct obligations of
the U.S. Government) in which I have a direct or indirect interest. ALL
INFORMATION MUST BE CURRENT AS OF A DATE NO MORE THAN 30 DAYS BEFORE THE REPORT
IS SUBMITTED.
/ / I HOLD NO SECURITIES REQUIRING DISCLOSURE (PLEASE MARK BOX AND SIGN BELOW).
<TABLE>
<CAPTION>
STOCK SYMBOL (IF
NAME OF APPLICABLE AND NUMBER OF PRINCIPAL NAMES OF ENTITY HOLDING ACCOUNT
SECURITY KNOWN) SHARES AMOUNT THE SECURITY NUMBER
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<S> <C> <C> <C> <C> <C>
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</TABLE>
Name:
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Title:
---------------------------------
Signature:
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Date:
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ACKNOWLEDGED AND APPROVED THIS ____________ DAY OF ___________________,
______________.
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GCMG, GCMG(E), SC-REMFS, SC-PG - 9/99
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APPENDIX 4
ACCESS PERSON CERTIFICATION FORM
Security Capital Group Incorporated
11 South LaSalle Street, Second Floor
Chicago, Illinois 60603
Attention: Chief Compliance Officer:
[Access Person] hereby certifies that:
I have read and understand the Code of Ethics dated September 1999 (the
"Code"). I hereby agree to certify on an annual basis that I have complied with
the requirements of the Code and that I have disclosed or reported all personal
securities transactions required to be disclosed or reported pursuant to the
requirements of the Code.
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Access Person Signature
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Print Name
Dated:
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GCMG, GCMG(E), SC-REMFs, SC-PG - 9/99
