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Exhibit (p)(8)
PERSONAL INVESTMENT POLICY
FOR
SSB CM ASSET MANAGEMENT GROUP/PEACHTREE ASSET MANAGEMENT -
NORTH AMERICA
AND CERTAIN REGISTERED INVESTMENT COMPANIES
SSB Citi Asset Management Group ("SSB Chi")(1), and those U.S.-registered
investment companies advised or managed by SSB Citi that have adopted this
policy ("Funds"), have adopted this policy on securities transactions in order
to accomplish two goals: first, to minimize conflicts and potential conflicts of
interest between employees of SSB Citi and SSB Citi's clients (including the
Funds), and between Fund directors or trustees and their Funds, and second, to
provide policies and procedures consistent with applicable law, including Rule
17j-1 under the Investment Company Act of 1940, to prevent fraudulent or
manipulative practices with respect to purchases or sales of securities held or
to be acquired by client accounts. All U.S. employees of SSB Citi, including
employees who serve as Fund officers or directors, and all directors or trustees
("directors") of each Fund, are Covered Persons under this policy. Other Covered
Persons are described in Section II below.
I. STATEMENT OF PRINCIPLES - All SSB Citi employees owe a fiduciary duty
to SSB Citi's clients when conducting their personal investment
transactions. Employees must place the interests of clients first and
avoid activities, interests and relationships that might interfere with
the duty to make decisions in the best interests of the clients. All
Fund directors owe a fiduciary duty to each Fund of which they are a
director and to that Fund's shareholders when conducting their personal
investment transactions. At all times and in all matters Fund directors
shall place the interests of their Funds before their personal
interests. The fundamental standard to be followed in personal
securities transactions is that Covered Persons may not take
inappropriate advantage of their positions.
All personal securities transactions by Covered Persons shall adhere to
the requirements of this policy and shall be conducted in such a manner
as to avoid any actual or potential conflict of interest, the
appearance of such a conflict, or the abuse of the person's position of
trust and responsibility. While this policy is designed to address both
identified conflicts and potential conflicts, it cannot possibly be
written broadly enough to cover all potential situations. In this
regard, Covered Persons are expected to adhere not only to the letter,
but also the spirit of the policies contained herein.
Employees are reminded that they also are subject to other Citigroup
policies, including policies on insider trading, the purchase and sale
of securities listed on any applicable SSB Citi restricted list, the
receipt of gifts and service as a director of a publicly traded
company. Employees must never trade in. a security or commodity while
in possession of. material, non-public information about the issuer or
the market for those securities or commodities, even if the employee
has satisfied all other requirements of this policy.
The reputation of SSB Citi and its employees for straightforward
practices and integrity is a priceless asset, and all employees have
the duty and obligation to support and maintain it when conducting
their personal securities transactions.
(1) The investment advisory entities of SSB Citi covered by this policy include:
Salomon Brothers Asset Management Inc.; SSB CITI FUND MANAGEMENT LLC; Smith
Barney Asset Management Division of Salomon Smith Barney Inc.; Travelers
Investment Management Company; and the Citibank Global Asset Management Division
of Citibank, N.A. and Citicorp Trust, N.A.-California.
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II. APPLICABILITY - SSB CITI EMPLOYEES - This policy applies to all U.S.
employees of SSB Citi, including part-time employees. Each employee,
including employees who serve as Fund officers or directors, must
comply with all of the provisions of the policy applicable to SSB Citi
employees unless otherwise indicated. Certain employees are considered
to be "investment personnel" (i.e., portfolio managers, traders and
research analysts (and each of their assistants)), and as such, are
subject to certain additional restrictions outlined in the policy. All
other employees of SSB Citi are considered to be "advisory personnel."
Generally, temporary personnel and consultants working in any SSB Citi
business are subject to the same provisions of the policy as full-time
employees, and their adherence to specific requirements will be
addressed on a case-by-case basis.
The personal investment policies, procedures and restrictions referred
to herein also apply to an employee's spouse and minor children. The
policies also apply to any other account over which the employee is
deemed to have beneficial ownership. This includes: accounts of any
immediate family members sharing the same household as the employee;
accounts of persons or other third parties for whom the employee
exercises investment discretion or gives investment advice; a legal
vehicle in which the employee has a direct or indirect beneficial
interest and has power over investment decisions; accounts for the
benefit of a third party (e.g., a charity) which may be directed by the
employee (other than in the capacity of an employee); and any account
over which the employee may be deemed to have control. For a more
detailed description of beneficial ownership, see Exhibit A attached
hereto.
These policies place certain restrictions on the ability of an employee
to purchase or sell securities that are being or have been purchased or
sold by an SSB Citi managed fund or client account. The restrictions
also apply to securities that are "related" to a security being
purchased or sold by an SSB Citi managed fund or client account. A
"related security" is one whose value is derived from the value of
another security (e.g., a warrant, option or an indexed instrument).
FUND DIRECTORS - THIS POLICY applies to all directors of Funds that
have adopted this policy. The personal investment policies, procedures
and restrictions that specifically apply to Fund directors apply to all
accounts and securities in which the director has direct or indirect
beneficial ownership. See Exhibit A attached hereto for a more detailed
description of beneficial ownership.
SECURITIES are defined as stocks, notes, bonds, closed-end mutual
funds, debentures, and other evidences of indebtedness, including
senior debt, subordinated debt, investment contracts, commodity
contracts, futures and all derivative instruments such as options,
warrants and indexed instruments, or, in general, any interest or
instrument commonly known as a "security."
III. ENFORCEMENT - It is the responsibility of each Covered Person to act in
accordance with a high standard of conduct and to comply with the
policies and procedures set forth in this document. SSB Citi takes
seriously its obligation to monitor the personal investment activities
of its employees. Any violation of this policy by employees will be
considered serious, and may result in disciplinary action, which may
include the unwinding of trades, disgorgement of profits, monetary fine
or censure, and suspension or termination of employment. Any violation
of this policy by a Fund director will be reported to the Board of
Directors of the applicable Fund, which may impose such sanctions as it
deems appropriate.
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IV. OPENING AND MAINTAINING EMPLOYEE ACCOUNTS - All employee brokerage
accounts, including spouse accounts, accounts for which the employee is
deemed to have beneficial ownership, and any other accounts over which
the employee and/or spouse exercise control, must be maintained either
at Salomon Smith Barney ("SSB") or at Citicorp Investment Services
("CIS")(2) For spouses or other persons who, by reason of their
employment, are required to conduct their securities, commodities or
other financial transactions in a manner inconsistent with this policy,
or in other exceptional circumstances, employees may submit a written
request for an exemption to the Compliance Department. If approval is
granted, copies of trade confirmations and monthly statements must be
sent to the Compliance Department. In addition, all other provisions of
this policy will apply.
V. EXCLUDED ACCOUNTS AND TRANSACTIONS - The following types of
accounts/transactions need not be maintained at SSB or CIS, nor are
they subject to the other restrictions of this policy:
1. Accounts at outside mutual funds that hold only
shares of open-end funds purchased directly from that
fund company. Note: transactions relating to
closed-end funds are subject to the pre-clearance,
blackout period and other restrictions of this
policy;
2. Estate or trust accounts in which an employee or
related person has a beneficial interest, but no
power to affect investment decisions. There must be
no communication between the account(s) and the
employee with regard to investment decisions prior to
execution. The employee must direct the trustee/bank
to furnish copies of confirmations and statements to
the Compliance Department;
3. Fully discretionary accounts managed by either an
internal or external registered investment adviser
are permitted and may be custodied away from SSB and
CIS if (i) the employee receives permission from the
Regional Director of Compliance and the unit's Chief
Investment Officer, and (ii) there is no
communication between the manager and the employee
with regard to investment decisions prior to
execution. The employee must designate that copies of
trade confirmations and monthly statements be sent to
the Compliance Department;
4. Employees may participate in direct investment
programs which allow the purchase of securities
directly from the issuer without the intermediation
of a broker/dealer provided that the timing and size
of the purchases are established by a pre-arranged,
regularized schedule (e.g., dividend reinvestment
plans). Employees must pre-clear the transaction at
the time that the dividend reinvestment plan is being
set up. Employees also must provide documentation of
these arrangements and direct periodic (monthly or
quarterly) statements to the Compliance Department;
and
5. In addition to the foregoing, the following types of
securities are exempted from pre-clearance, blackout
periods, reporting and short-term trading
requirements: open-ended mutual funds; open-end unit
investment trusts; U.S. Treasury bills, bonds and
notes; mortgage pass-throughs (e.g. Ginnie Maes) that
are direct obligations of the U.S. government;
bankers acceptances; bank
(2) This requirement will become effective as to all employees on a date to be
determined by the Compliance Department and may be subject to a phase-in
implementation process.
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certificates of deposit; commercial paper; and high
quality short-term debt instruments (meaning any
instrument that has a maturity at issuance of less
than 366 days and that is rated in one of the two
highest rating categories by a nationally recognized
statistical rating organization, such as S&P or
Moody's), including repurchase agreements.
VI. SECURITIES HOLDING PERIOD/SHORT-TERM TRADING - Securities transactions
must be for investment purposes rather than for speculation.
Consequently, employees may not profit from the purchase and sale, or
sale and purchase, of the same or equivalent securities within sixty
(60) calendar days, calculated on a First In, First Out (FIFO) basis
(i.e., the security may be sold on the 61" day). Citigroup securities
received as part of an employee's compensation are not subject to the
60-day holding period. All profits from short-term trades are subject
to disgorgement. However, with the prior written approval of both a
Chief Investment Officer and the Regional Director of Compliance, and
only in rare and/or unusual circumstances, an employee may execute a
short-term trade that results in a significant loss or in break-even
status.
VII. PRE-CLEARANCE - All SSB Citi employees must pre-clear all personal
securities transactions (see Section V for a listing of accounts,
transactions and securities that do not require pre-clearance). A copy
of the pre-clearance form is attached as Exhibit B. IN ADDITION,
EMPLOYEES ARE PROHIBITED FROM engaging IN MORE THAN TWENTY (20)
TRANSACTIONS IN ANY CALENDAR MONTH, EXCEPT WITH PRIOR WRITTEN APPROVAL
FROM THEIR CHIEF INVESTMENT OFFICER, OR DESIGNEE. A transaction must
not be executed until the employee has received the necessary approval.
Pre-clearance is valid only on the day it is given. If a transaction is
not executed on the day pre-clearance is granted, it is required that
pre-clearance be sought again on a subsequent day (i.e., open orders,
such as limit orders, good until cancelled orders and stop-loss orders,
must be pre-cleared each day until the transaction is effected). In
connection with obtaining approval for any personal securities
transaction, employees must describe in detail any factors which might
be relevant to an analysis of the possibility of a conflict of
interest. Any trade that violates the pre-clearance process may be
unwound at the employee's expense, and the employee will be required to
absorb any resulting loss and to disgorge any resulting profit:
In addition to the foregoing, the CGAM NA Director of Global Equity
Research, or his designate, must approve all personal securities
transactions for members of the CGAM Research Department prior to
pre-clearance from the Compliance Department as set forth in this
section. Pre-approval by the Director of Research, or his designate, is
in addition to and does not replace the requirement for the
pre-clearance of all personal securities transactions.
VIII. BLACKOUT PERIODS - No Covered Person shall purchase or sell, directly
or indirectly, any security in which he/she has, or by reason of the
transaction acquires, any direct or indirect beneficial ownership if
he/she has knowledge at the time of such transaction that the security
is being purchased or sold, or is being considered for purchase or
sale, by a managed fund or client account or in the case of a Fund
director, by the director's Fund. In addition, the following Blackout
Periods apply to the categories of SSB Citi employees listed below:
1. Portfolio Managers and Portfolio Manager Assistants -
may not buy or sell any securities for personal
accounts seven (7) calendar days before or after
managed funds or client accounts he/she manages trade
in that security.
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2. Traders and Trader Assistants - may not buy or sell
any securities for personal accounts three (3)
calendar days before or seven (7) calendar days after
managed funds or client accounts he/she executes
trades for trade in that security.
3. Research Analysts and Research Assistants - may not
buy or sell any securities for personal accounts:
seven (7) calendar days before or after the issuance
of or a change in any recommendation; or seven (7)
calendar days before or after any managed fund or
client account about which the employee is likely to
have trading or portfolio information (as determined
by the Compliance Department) trades in that
security.
4. Advisory Personnel (see Section II for details) - may
not buy or sell any securities for personal accounts
on the same day that a managed fund or client account
about which the employee is likely to have trading or
portfolio information (as determined by the
Compliance Department) trades in that security.
5. Unit Trust Personnel - all employees assigned to the
Unit Trust Department are prohibited from transacting
in any security when a SSB Citi-sponsored Unit Trust
portfolio is buying the same (or a related) security,
until seven business days after the later of the
completion of the accumulation period or the public
announcement of the trust portfolio. Similarly, all
UIT employees are prohibited from transacting in any
security held in a UIT (or a related security) seven
business days prior to the liquidation period of the
trust.
Employees in 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, nonpublic information.
Blackout period requirements shall not apply to any purchase or sale,
or series of related transactions involving the same or related
securities, involving 500 or fewer shares in the aggregate if the
issuer has a market capitalization (outstanding shares multiplied by
the current price per share) greater than $10 billion and is listed on
a U.S. Stock Exchange or NASDAQ. Note: Pre-clearance is still required.
Under certain circumstances, the Compliance Department may determine
that an employee may not rely upon this "Large Cap/De Minimis"
exemption. In such a case, the employee will be notified prior to or at
the time the pre-clearance request is made.
IX. PROHIBITED TRANSACTIONS - The following transactions by SSB Citi
employees are prohibited without the prior written approval from the
Chief Investment Officer, or designee, and the Regional Compliance
Director:
1. The purchase of private placements; and
2. The acquisition of any securities in an initial
public offering (new issues of municipal debt
securities may be acquired subject to the other
requirements of this policy (e.g., pre-clearance).)
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X. TRANSACTIONS IN OPTIONS AND FUTURES - SSB Citi employees may buy or
sell derivative instruments such as individual stock options, options
and futures on indexes and options and futures on fixed-income
securities, and may buy or sell physical commodities and futures and
forwards on such commodities. These transactions must comply with all
of the policies and restrictions described in this policy, including
pre-clearance, blackout periods, transactions in Citigroup securities
and the 60-day holding period. However, the 60-day holding period does
not apply to individual stock options that are part of a hedged
position where the underlying stock has been held for more than 60
days and the entire position (including the underlying security) is
closed out.
XI. PROHIBITED RECOMMENDATIONS - No Covered Person shall recommend or
execute any securities transaction by any managed fund or client
account, or, in the case of a Fund director, by the director's Fund,
without having disclosed, in writing, to the Chief Investment Officer,
or designee, any direct or indirect interest in such securities or
issuers, except for those securities purchased pursuant to the "Large
Cap/De Minimis" exemption described in SECTION VIII above. Prior
written approval of such recommendation or execution also must be
received from the Chief Investment Officer, or designee. The interest
in personal accounts could be in the form of
1. Any direct or indirect beneficial ownership of any
securities of such issuer;
2. Any contemplated transaction by the person in such
securities;
3. Any position with such issuer or its affiliates; or
4. Any present or proposed business relationship between
such issuer or its affiliates and the person or any
party in which such person has a significant
interest.
XII. TRANSACTIONS IN CITIGROUP SECURITIES - Unless an SSB Citi employee is
a member of a designated group subject to more restrictive provisions,
or is otherwise notified to the contrary, the employee may trade in
Citigroup securities without restriction (other than the pre-clearance
and other requirements of this policy), subject to the limitations set
forth below.
Employees whose jobs are such that they know about Citigroup's
quarterly earnings prior to release may not engage in any
transactions in Citigroup securities during the "blackout
periods" beginning on the first day of a calendar quarter and
ending on the second business day following the release of
earnings for the prior quarter. Members of the SSB Citi
Executive Committee and certain other senior SSB Citi
employees are subject to these blackout periods.
Stock option exercises are permitted during a blackout period
(but the simultaneous exercise of an option and sale of the
underlying stock is prohibited). With regard to exchange
traded options, no transactions in Citigroup options are
permitted except to close or roll an option position that
expires during a blackout period. Charitable contributions of
Citigroup securities may be made during the blackout period,
but an individual's private foundation may not sell donated
Citigroup common stock during the blackout period. "Good `til
cancelled" orders on Citigroup stock must be cancelled before
entering a blackout period and no such orders may be entered
during a blackout period.
No employee may engage at any time in any personal
transactions in Citigroup securities while in possession of
material non-public information. Investments in Citigroup
securities must be made with a long-term orientation rather
than for speculation or for the generation of short-term
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trading profits. In addition, please note that employees may
not engage in the following transactions:
- Short sales of Citigroup securities;
- 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;
- Purchases or sales of futures on Citigroup
securities; or
- 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
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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 selfregulatory organization or to
the Fund Boards of Directors to the extent required by law, regulation
or this policy.
XVI. OTHER LAWS, RULES AND STATEMENTS OF POLICY - Nothing contained in this
policy shall be interpreted as relieving any person subject to the
policy from acting in accordance with the provision of any applicable
law, rule or regulation or, in the case of SSB Citi employees, any
statement of policy or procedure governing the conduct of such person
adopted by Citigroup, its affiliates and subsidiaries.
XVII. RETENTION OF RECORDS - All records relating to personal securities
transactions hereunder and other records meeting the requirements of
applicable law, including a copy of this policy and any other policies
covering the subject matter hereof, shall be maintained in the manner
and to the extent required by applicable law, including Rule 17j-1
under the 1940 Act. The Compliance Department shall have the
responsibility for maintaining records created under this policy.
XVIII. MONITORING - SSB Citi takes seriously its obligation to monitor the
personal investment activities of its employees and to review the
periodic reports of all Covered Persons. Employee personal investment
transaction activity will be monitored by the Compliance Department.
All noted deviations from the policy requirements will be referred back
to the employee for follow-up and resolution (with a copy to be
supplied to the employee's supervisor). Any noted deviations by Fund
directors will be reported to the Board of Directors of the applicable
Fund for consideration and follow-up as contemplated by Section III
hereof.
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XIX. EXCEPTIONS TO THE POLICY - Any exceptions to this policy must have the
prior written approval of both the Chief Investment Officer and the
Regional Director of Compliance. Any questions about this policy should
be directed to the Compliance Department.
XX. BOARD REVIEW - Fund management and SSB Citi shall provide to the Board
of Directors of each Fund, on a quarterly basis, a written report of all
material violations of this policy, and at least annually, a written
report and certification meeting the requirements of Rule 17j-1 under
the 1940 Act.
XXI. OTHER CODES OF ETHICS - To the extent that any officer of any Fund is
not a Covered Person hereunder, or an investment subadviser of or
principal underwriter for any Fund and their respective access persons
(as defined in Rule 17j-1) are not Covered Persons hereunder, those
persons must be covered by separate codes of ethics which are approved
in accordance with applicable law.
XXII. AMENDMENTS - SSB Citi Employees - Unless otherwise noted herein, this
policy shall become effective as to all SSB Citi employees on March 30,
2000. This policy may be amended as to SSB Citi employees from time to
time by the Compliance Department. Any material amendment of this policy
shall be submitted to the Board of Directors of each Fund for approval
in accordance with Rule 17j-1 under the 1940 Act.
FUND DIRECTORS - This policy shall become effective as to a Fund upon the
approval and adoption of this policy by the Board of Directors of that Fund in
accordance with Rule 17j-1 under the 1940 Act or at such earlier date as
determined by the Secretary of the Fund. Any material amendment of this policy
that applies to the directors of a Fund shall become effective as to the
directors of that Fund only when the Board of Directors of that Fund has
approved the amendment in accordance with Rule 17j-1 or at such earlier date as
determined by the Secretary of the Fund.
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