CODE OF ETHICS
GMO TRUST
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
DANCING ELEPHANT, LTD.
GMO AUSTRALIA LTD.
GMO AUSTRALIA LLC
GMO RENEWABLE RESOURCES LLC
GMO WOOLLEY LTD.
Dated February 17, 2000
I. INTRODUCTION
A. FIDUCIARY DUTY. This Code of Ethics is based on the principle that
trustees, officers, employees, and certain other related persons of the
above-listed mutual funds and fund managers have a fiduciary duty to place the
interests of the Funds and ACCOUNTS AHEAD OF THEIR OWN. THE CODE APPLIES TO ALL
ACCESS PERSONS(1) and focuses principally on pre-clearance and reporting of
personal transactions in securities. Access Persons must avoid activities,
interests and relationships that might interfere with making decisions in the
best interests of any of the GMO Funds and Accounts.
As fiduciaries, Access Persons must at all times:
1. PLACE THE INTERESTS OF THE GMO FUNDS AND ACCOUNTS FIRST. Access
Persons must scrupulously avoid serving their own personal interests ahead
of the interests of the GMO Funds and Accounts in any decision relating to
their personal investments. An Access Person may not induce or cause a Fund
to take action, or not to take action, for personal benefit, rather than
for the benefit of the Fund. Nor may any Access Persons otherwise exploit
the client relationship for personal gain.
2. CONDUCT ALL PERSONAL SECURITIES TRANSACTIONS CONSISTENT WITH THIS
CODE INCLUDING BOTH THE PRE-CLEARANCE AND REPORTING REQUIREMENTS. Doubtful
situations should be resolved in favor of the GMO Funds and Accounts.
Technical compliance with the Code's procedures will not automatically
insulate from scrutiny any trades that indicate an abuse of fiduciary
duties.
3. AVOID TAKING INAPPROPRIATE ADVANTAGE OF THEIR POSITIONS. Access
Persons must not only seek to achieve technical compliance with the Code
but should strive to abide by its spirit and the principles articulated
herein.
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(1) Capitalized words are defined in Appendix 1.
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B. APPENDICES TO THE CODE. The appendices to this Code are attached to
and are a part of the Code. The appendices include the following:
1. DEFINITIONS (capitalized terms in the Code are defined in
Appendix 1),
2. MASTER PERSONAL TRADING POLICIES AND PROCEDURES and the
appendices thereto (Appendix 2),
3. QUICK REFERENCE GUIDE TO PRE-CLEARANCE AND QUARTERLY REPORTING
(Appendix A to Appendix 2),
4. QUARTERLY TRANSACTION REPORT (Appendix B to Appendix 2),
5. CONTACT PERSONS including the Compliance Officer and the
Conflicts of Interest Committee, if different than as initially designated
herein (Appendix C to Appendix 2),
6. Personal Trading Relationship and Holdings Disclosure Form
(Appendix D to Appendix 2),
7. TRADE AUTHORIZATION REQUEST FOR ACCESS PERSONS (Appendix E to
Appendix 2),
8. ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS (Appendix F to
Appendix 2),
9. ANNUAL CERTIFICATION OF COMPLIANCE WITH THE CODE OF ETHICS
(Appendix G to Appendix 2), and
10. FORM LETTER TO BROKER, DEALER OR BANK (Appendix H to Appendix 2).
II. PERSONAL SECURITIES TRANSACTIONS
A. PRE-CLEARANCE REQUIREMENTS FOR ACCESS PERSONS.
1. GENERAL REQUIREMENT. All Securities Transactions by Access
Persons (other than any trustee of GMO Trust who is not an "interested
person" (as defined in the Investment Company Act of 1940 ("1940 Act")) of
a GMO Fund) of the types set forth in Section 2 of the Procedures are
subject to the pre-clearance procedures set forth in Section 6 of the
Procedures.
2. GENERAL POLICY. In general, requests to buy or sell a security
will be denied if the Security is being considered for purchase or sale
within 15 days of the date of the request by any Fund or Account. Requests
to sell a Security short will be
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denied for the same reasons and also if the security is owned by any GMO
Active Portfolio.
3. PROCEDURES. The procedures for requesting pre-clearance of a
Securities Transaction are set forth in Section 6 of the Procedures and in
Appendix A thereto. The Compliance Officer (or a designee) will keep
appropriate records of all pre-clearance requests.
4. NO EXPLANATION REQUIRED FOR REFUSALS. In some cases, the
Compliance Officer (or a designee) may refuse to authorize a Securities
Transaction for a reason that is confidential. The Compliance Officer is
not required to give an explanation for refusing to authorize any
Securities Transaction.
B. PROHIBITED TRANSACTIONS.
1. PROHIBITED SECURITIES TRANSACTIONS. The following Securities
Transactions are prohibited and will not be authorized, except to the
extent designated below. These prohibitions shall not apply to any trustee
of GMO Trust who is not an "interested person" (as defined in the 1940 Act)
of a GMO Fund.
a. INITIAL PUBLIC OFFERINGS. Any purchase of Securities in an
initial public offering other than a new offering of a registered
open-end investment company or any initial offering which an Access
Person can demonstrate in the pre-clearance process is available and
accessible to the general investing public through on-line or other
means.
b. PRIVATE PLACEMENTS. Any purchase of Securities in an offering
exempt from registration under the Securities Act of 1933, as amended,
is generally prohibited but may be reviewed by the Conflicts of
Interest Committee upon request.
c. OPTIONS ON SECURITIES. Options on any securities owned by an
active trading area of the firm or an area in which an employee
directly works.
d. SECURITIES BEING CONSIDERED FOR PURCHASE OR SALE. Any Security
being considered for purchase or sale by a Fund or an Account. For
this purpose, a security is being considered for purchase or sale when
a recommendation to purchase or sell the Security has been
communicated or, with respect to the person making the recommendation,
when such person seriously considers making the recommendation.
e. SHORT-TERM TRADING. Any purchase or sale of the same or
equivalent Securities within 60 calendar days generally is prohibited
but will be reviewed by the Compliance Officer on a case-by-case
basis, and may be approved in situations in which there is no
potential for abuse and the equities strongly support an
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exemption. Securities exempt from pre-clearance and reporting are not
subject to this prohibition.
f. SHORT SELLING OF SECURITIES. Short selling securities that are
held in Active Portfolios (including International Active, Domestic
Active, Emerging Markets and Global Properties). Access Persons also
are prohibited from short selling Securities held in an account within
his or her own area, even if quantitatively managed. The Compliance
Department will determine whether an Active Portfolio holds a Security
and whether a Security is held by an Access Person's "area."
2. IMPROPER SECURITIES TRANSACTIONS. The following Securities
Transactions may violate the federal securities laws or other legal or
regulatory provisions or are otherwise deemed to be improper and are
prohibited and will not be authorized under any circumstances:
a. INSIDE INFORMATION. Any transaction in a Security while in
possession of material nonpublic information regarding the Security or
the issuer of the Security;
b. MARKET MANIPULATION. Transactions intended to raise, lower, or
maintain the price of any Security or to create a false appearance of
active trading;
c. OTHERS. Any other transactions deemed by the Compliance
Officer (or a designee) to involve a conflict of interest, possible
diversions of corporate opportunities, or an appearance of
impropriety.
C. EXEMPTIONS.
1. The following Securities Transactions and other transactions are
exempt (as indicated below) from either the pre-clearance requirements set
forth in Section II.A. or the reporting requirements set forth in Section
II.D, or both. Note that de minimus purchases and sales of large market cap
stocks (see (i) below), are exempt from pre-clearance, but are subject to
quarterly reporting. (Also, see Appendix 2.):
a. Securities Transactions Exempt from Both Pre-clearance and
Reporting.
- MUTUAL FUNDS. Securities issued by any registered open-end
investment companies (including, but not limited to, the GMO
Funds).
- U.S. GOVERNMENT SECURITIES. Securities issued by the
Government of the United States;
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- MONEY MARKET INSTRUMENTS. Money market instruments or their
equivalents, including bankers' acceptances, bank
certificates OF DEPOSIT, COMMERCIAL PAPER AND HIGH QUALITY
SHORT-TERM DEBT INSTRUMENTS2, including repurchase
agreements;
- CURRENCIES AND FORWARD CONTRACTS THEREON. Currencies of
foreign governments and forward contracts thereon;
- CERTAIN CORPORATE ACTIONS. Any acquisition of Securities
through stock dividends, dividend reinvestments, stock
splits, reverse stock splits, mergers, consolidations,
spin-offs, or other similar corporate reorganizations or
distributions generally applicable to all holders of the
same class of Securities and
- RIGHTS. Any acquisition of Securities through the exercise
of rights issued by an issuer to all holders of a class of
its Securities, to the extent the rights were acquired in
the issue.
b. Securities Transactions Exempt from Pre-clearance but Subject
to Reporting Requirements.
- DISCRETIONARY ACCOUNTS. Transactions through any
discretionary accounts (i) that have been approved by the
Compliance Department in advance and (ii) for which the
Access Person has arranged for quarterly certification from
the third party manager stating that the individual (Access
Person or Immediate Family Member) has not influenced the
discretionary manager's decisions during the period in
question;
- DE MINIMUS PURCHASES AND SALES OF LARGE CAP STOCKS.
Purchases or sales of less than $5,000 of common stock of
issuers whose market capitalization is greater than $5
billion, which may be utilized once per security during a
pre-clearance period; and
- MISCELLANEOUS. Any transaction in the following: (1) limited
partnerships and other pooled vehicles sponsored by a GMO
Entity, (2) open-end investment vehicles not market traded
and (3) other Securities as may from time to time be
designated in writing by the Conflicts of Interest Committee
on the ground that the risk of abuse is minimal or
non-existent.
2. APPLICATION TO COMMODITIES, FUTURES AND OPTIONS.
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(2) High quality short-term debt instrument means 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.
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a. The purchase or sale of commodities, futures on commodities
and related options, futures on currencies, non-exchange-traded
options on currencies, and non-exchange-traded options on currency
futures are not subject to the pre-clearance requirements set forth in
Section II.A. or the reporting requirements set forth in Section II.D.
b. The purchase and sale of exchange-traded options on
currencies, exchange-traded options on currency futures; and the
purchase of futures on securities comprising part of a broad-based,
publicly traded market based index of stocks and related options are
not subject to the pre-clearance requirements set forth in Section
II.A., but are subject to the reporting requirements set forth in
Section II.D.
c. The purchase of other options relating to Securities are
subject to all of the provisions of this Code.
d. The exercise of options, the purchase or sale of which is
subject to the pre-clearance or reporting provisions of this Code, is
not subject to the pre-clearance requirements set forth in Section
II.A., but is subject to the reporting requirements set forth in
Section II.D.
e. The writing of covered call options on Securities or
Securities indices is permitted.
D. REPORTING REQUIREMENTS
1. INITIAL AND ANNUAL DISCLOSURE OF PERSONAL HOLDINGS. No later than
10 days after initial designation as an Access Person and thereafter on an
annual basis (and based on information current as of a date not more than
30 days before the report is submitted), each Access Person must report to
the Compliance Department all of the information set forth in Section 1 of
the Procedures.
2. QUARTERLY REPORTING REQUIREMENTS. Each Access Person must file a
quarterly report with the Compliance DEPARTMENT WITHIN 10 CALENDAR DAYS OF
QUARTER-end with respect to all Securities Transactions of the types listed
in Section 2 of the Procedures occurring during that past quarter. The
procedures to be followed in making quarterly reports are set forth in
Section 7 of the Procedures.
3. BROKERAGE STATEMENTS. Each Access Person must disclose to the
Compliance Department all of his or her brokerage accounts and
relationships and must require such brokers to forward to the Compliance
Department copies of confirmations of account transactions.
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4. EXEMPTION FOR CERTAIN TRUSTEES. The reporting requirements in the
three preceding paragraphs shall not apply to any trustee of GMO Trust who
is not an "interested person" (as defined in the 1940 Act) of a GMO Fund.
5. REVIEW OF REPORTS. The Compliance Officer shall review and
maintain each Access Person's reports filed pursuant to Sections 2.D.1 and
.2 of this Code and brokerage statements filed pursuant to Section 2.D.3 of
this Code.
6. AVAILABILITY OF REPORTS. All information supplied pursuant to
this Code will generally be maintained in a secure and confidential manner,
but may be made available (without notice to Access Person) for inspection
to the directors, trustees or equivalent persons of each GMO Entity employ-
ing the Access Person, the Board of Trustees of each GMO Fund, the
Conflicts of Interest Committee, the Compliance Department, the Compliance
Officer, the Access Person's department manager (or designee), any party
to which any investigation is referred by any of the foregoing, the SEC,
any state securities commission, and any attorney or agent of the foregoing
or of the GMO Funds.
III. FIDUCIARY DUTIES
A. CONFIDENTIALITY. Access Persons are prohibited from revealing
information relating to the investment intentions, activities or portfolios of
the Funds and Accounts, except to persons whose responsibilities require
knowledge of such information.
B. GIFTS. The following provisions on gifts apply to all Access Persons.
1. ACCEPTING GIFTS. On occasion, because of their affiliation with
the Funds or Accounts, Access Persons may be offered, or may receive with-
out notice, gifts from clients, brokers, vendors, or other persons not
affiliated with any GMO Entity. Acceptance of extraordinary or extravagant
gifts is not permissible. Any such gifts must be declined or returned in
order to protect the reputation and integrity of the GMO Funds and the GMO
Entities. Gifts of a nominal value (I.E., GIFTS WHOSE REASONABLE VALUE IS
NO MORE THAN $100 A YEAR), AND CUSTOMARY BUSINESS MEALS, ENTERTAINMENT
(E.G., sporting EVENTS), AND PROMOTIONAL ITEMS (E.G., pens, mugs, T-shirts)
may be accepted.
If an Access Person receives any gift that might be prohibited under
this Code, the Access Person must inform the Compliance Department.
2. SOLICITATION OF GIFTS. Access Persons may not solicit gifts or
gratuities.
C. SERVICE AS A DIRECTOR. Pursuant to the provisions of Section 2.D.1 of
this Code, Access Persons must report any service as a director of a
publicly-held company (other than the GMO Entities, their affiliates, and the
Funds). The Compliance Department shall review at the outset and from
time-to-time the appropriateness of such service in light of the objectives of
this Code. The Compliance Department may in certain cases determine that such
service is inconsistent
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with these objectives; and it may in others require that the affected Access
Person be isolated, through a "Chinese Wall" or other procedures, from those
making investment decisions related to the issuer on whose board the person
sits.
IV. COMPLIANCE WITH THIS CODE OF ETHICS
A. CONFLICTS OF INTEREST COMMITTEE
1. MEMBERSHIP, VOTING AND QUORUM. The Conflicts of Interest Committee
shall initially consist of Scott Eston, Forrest Berkley and Bill Royer. The
Conflicts of Interest Committee shall vote by majority vote with two
members serving as a quorum. Vacancies may be filled and, in the case of
extended absences or periods of unavailability, alternates may be selected,
by a majority vote of the remaining members of the Committee.
2. INVESTIGATING VIOLATIONS OF THE CODE. The Compliance Department is
responsible for investigating any suspected violation of the Code and shall
report the results of each investigation to the Conflicts of Interest
Committee. The Conflicts of Interest Committee is responsible for reviewing
the results of any investigation of any reported or suspected violation of
the Code. Any violation of the Code will be reported to the Boards of
Trustees of the GMO Funds no less frequently than each quarterly meeting.
3. ANNUAL REPORTS. The Conflicts of Interest Committee will review the
Code at least once a year, in light of legal and business developments and
experience in implementing the Code, and will provide a written report to
the Board of Trustees of each GMO Fund:
a. Summarizing existing procedures concerning personal investing
and any changes in the procedures made during the past year;
b. Identifying material issues under this Code since the last
report to the Board of Trustees of the GMO Funds, including, but not
limited to, any material violations of the Code or sanctions imposed
in response to material violations or pattern of non-material
violation or sanctions;
c. Identifying 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;
and
d. Certifying to the Boards of Trustees of the GMO Funds that the
applicable GMO Entities have adopted procedures reasonably necessary
to prevent Access Persons from violating the Code.
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4. REVIEW OF DENIED TRADES. The process and standards for Conflicts of
Interest Committee review of denied trades is set forth in Section 3 of the
Procedures and Appendix A thereto.
B. REMEDIES
1. SANCTIONS. If the Conflicts of Interest Committee determines that
an Access Person has committed a violation of the Code, the Conflicts of
Interest Committee may impose sanctions and take other actions as it deems
appropriate, including a letter of caution or warning, suspension of
personal trading rights, suspension of employment (with or without
compensation), fine, civil referral to the SEC, criminal referral, and
termination of the employment of the violator for cause. The Conflicts of
Interest Committee also may require the Access Person to reverse the
trade(s) in question and forfeit any profit or absorb any loss derived
therefrom. In such cases, the amount of profit shall be calculated by the
Conflicts of Interest Committee and shall be forwarded to a charitable
organization selected by the Conflicts of Interest Committee. No member of
the Conflicts of Interest Committee may review his or her own transaction.
2. REVIEW. Whenever the Conflicts of Interest Committee determines
that an Access Person has committed a violation of this Code that merits
remedial action, it will report no less frequently than quarterly to the
Boards of Trustees of the applicable GMO Funds, information relating to the
investigation of the violation, including any sanctions imposed. The Boards
of Trustees of the GMO Funds may modify such sanctions as they deem
appropriate. Such Boards shall have access to all information considered by
the Conflicts of Interest Committee in relation to the case. The Conflicts
of Interest Committee may determine whether or not to delay the imposition
of any sanctions pending review by the applicable Board of Trustees.
3. REVIEW OF PRE-CLEARANCE DECISIONS. Upon written request by any
Access Person, the Conflicts of Interest Committee may review, and, if
applicable, reverse any request for pre-clearance denied by the Compliance
Department (or a designee).
C. EXCEPTIONS TO THE CODE. Although exceptions to the Code will rarely, if
ever, be granted, the Compliance Department may grant exceptions to the
requirements of the Code on a case by case basis if the Compliance Department
finds that the proposed conduct involves negligible opportunity for abuse. All
such exceptions must be in writing and must be reported by the Compliance
Department as soon as practicable to the Conflicts of Interest Committee and to
the Boards of Trustees of the GMO Funds at their next regularly scheduled
meeting after the exception is granted.
D. COMPLIANCE CERTIFICATION. At least once a year, all Access Persons will
be required to certify that they have read, understand and complied with the
Code and the Procedures.
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E. INQUIRIES REGARDING THE CODE. The Compliance Department will answer any
questions about this Code, the Procedures or any other compliance-related
matters.
V. BOARDS OF TRUSTEES APPROVALS
A. Approval of Code. The Boards of Trustees of the GMO Funds, including a
majority of the Trustees who are not "interested persons" under the 1940 Act,
must approve the Code based upon a determination that it contains the provisions
reasonably necessary to prevent Access Persons from engaging in conduct
prohibited by Rule 17j-1 under the 1940 Act.
B. Amendments to Code. The Boards of Trustees of the GMO Funds, including
a majority of the Trustees who are not "interested persons" under the 1940 Act,
must approve any material amendment to the Code or the Procedures within six
months of such change.
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APPENDIX 1
DEFINITIONS
"ACCESS PERSON" means:
(1) every trustee, officer, or member of Grantham, Mayo, Van Otterloo &
Co. LLC, Dancing Elephant, Ltd., GMO Australia Ltd., GMO Renewable
Resources LLC, GMO Woolley Ltd., or any of the GMO Funds;
(2) every employee or on-site consultant of a GMO Entity (or a company in
a control relationship with any of the foregoing) who, in connection
with his or her regular functions, makes, participates in, or obtains
information regarding the purchase or sale of a Security by a Fund or
an Account, or whose functions relate to the making of any
recommendations with respect to such purchases or sales;
(3) every natural person in a control relationship with a GMO Entity or a
GMO Fund who obtains information concerning recommendations made to a
Fund or an Account with regard to the purchase or sale of a Security,
prior to its dissemination or prior to the execution of all resulting
trades;
(4) such other persons as the Legal and Compliance Department shall
designate. Initially, the Compliance Department HAS DESIGNATED ALL
EMPLOYEES AND ON-site consultants of GMO Entities and all members of
Grantham, Mayo, Van Otterloo & Co. LLC as Access Persons.
Any uncertainty as to whether an individual is an Access person should be
brought to the attention of the Compliance Department, which will make the
determination in all cases.
"BENEFICIAL INTEREST" means the opportunity, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise, to
profit, or share in any profit derived from, a transaction in the subject
Securities. An Access Person is deemed to have a Beneficial Interest in
Securities owned by members of his or her Immediate Family. Common examples of
Beneficial Interest include joint accounts, spousal accounts, UTMA accounts,
partnerships, trusts and controlling interests in corporations. Any uncertainty
as to whether an Access Person has a Beneficial Interest in a Security should be
brought to the attention of the Legal and Compliance Department. Such questions
will be resolved in accordance with, and this definition shall be subject to,
the definition of "beneficial owner" found in Rules 16a-1(a)(2) and (5)
promulgated under the Securities Exchange Act of 1934.
"CODE" means this Code of Ethics, as amended.
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"COMPLIANCE DEPARTMENT" means the Legal and Compliance Department of
Grantham, Mayo, Van Otterloo & Co. LLC. Communications received under this Code
to be directed to the Compliance Department in the first instance should be
directed to the Compliance Officer.
"COMPLIANCE OFFICER" means the Compliance Officer of Grantham, Mayo, Van
Otterloo & Co. LLC, Julie Perniola.
"GMO ACTIVE PORTFOLIO" means any Fund or Account that is managed by
application of traditional (rather than quantitative) INVESTMENT TECHNIQUES,
which includes International Active, Domestic Active, Emerging Markets and
Global Properties.
"GMO ACCOUNT" AND "ACCOUNT" mean any investments managed for a U.S. based
client by a GMO entity, including private investment accounts, ERISA pools and
unregistered pooled investment vehicles.
"GMO ENTITY" means Grantham, Mayo, Van Otterloo & Co. LLC, Dancing
Elephant, Ltd., GMO Australia Ltd., GMO Australia LLC, GMO Renewable Resources
LLC, or GMO Woolley Ltd.
"EQUIVALENT SECURITY" means any Security issued by the same entity as the
issuer of a subject Security, including options, rights, stock appreciation
rights, warrants, preferred stock, restricted stock, phantom stock, bonds, and
other obligations of that company or security otherwise convertible into that
security.
"GMO FUND" AND "FUND" mean an investment company registered under the 1940
Act (or a portfolio or series thereof, as the case may be), including GMO Trust,
for which any of the GMO Entities serves as an adviser or sub-adviser.
"IMMEDIATE FAMILY" of an Access Person means any of an Access Person's
spouse and minor children who reside in the same household. Immediate Family
includes adoptive relationships and any other relationship (whether or not
recognized by law) which the Compliance Department determines could lead to the
possible conflicts of interest or appearances of impropriety which this Code is
intended to prevent. The Compliance Department may from time-to-time circulate
such expanded definitions of this term as it deems appropriate.
"PROCEDURES" means the Master Personal Trading Policies and Procedures of
Grantham, Mayo, Van Otterloo & Co. LLC, from time-to-time in effect and attached
hereto as Appendix 2.
"SEC" means the Securities and Exchange Commission.
"SECURITY" shall have the meaning set forth in Section 2(a)(36) of the 1940
Act, except that it shall not include securities issued by the Government of the
United States, bankers' acceptances, bank certificates of deposit, commercial
paper, high quality short-term debt instruments, including repurchase
agreements, and shares of registered open-end investment companies, or such
other securities as may be excepted under the provisions of Rule 17j-1.
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"SECURITIES TRANSACTION" means a purchase or sale of Securities in which an
Access Person or a member of his or her Immediate Family has or acquires a
Beneficial Interest. A donation of securities to a charity is considered a
Securities Transaction.
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FRANKLIN PORTFOLIO ASSOCIATES
CORPORATE POLICIES & PROCEDURES MANUAL
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Chapter Document Number
CORPORATE OBJECTIVES AND STANDARDS CPP-102-1
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Section Revised Date
CODE OF CONDUCT 12/8/95
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Subject Page Number
Introduction and Responsibilities 1 of 3
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Issuing Department
Legal Affairs
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INTRODUCTION:
Today's financial services marketplace is filled with a host of new challenges,
changes and opportunities. Amidst these changes, one constant guides Mellon Bank
Corporation and will continue to be central to all that we do: the mandate for
integrity.
Only by conducting ourselves and our business in accordance with the highest
standards of legal, ethical and moral integrity can we achieve our vision of
excellence and our goals for the future.
This Code of Conduct will familiarize you with the general guidelines of
professional conduct expected from associates in their interactions with
customers, prospective customers, competitors, suppliers, the communities we
serve, and one another. As Mellon associates, we can settle for nothing less
than full adherence to the Code.
Please read the Code carefully and retain it for your records. From time to
time, you may be asked to certify in writing that you have followed the Code, so
be sure you understand it. Appropriate officers should periodically reinforce
the importance of the Code to their associates, pointing out provisions of
particular relevance.
The penalty for violating any provision of this Code may be disciplinary action
up to and including dismissal. In addition, all violations of criminal laws
applicable to Mellon's business will be reported to the appropriate authorities
for prosecution.
Certain topics addressed in this Code of Conduct are addressed in greater detail
in Mellon's Confidential Information and Securities Trading Policies (CPP-903,
1-5). These topics include the treatment of confidential information,
restrictions on securities trading by associates and the "Chinese Wall" policy.
If you have any questions about this Code, ask your supervisor or consult with
Legal Affairs. If you suspect a violation of the Code of Conduct, contact the
General Counsel or Chief Compliance Officer.
All communications will be handled in a confidential manner.
Terms frequently used in the Code are defined as follows:
o appropriate officer - head of the affected group, department or subsidiary
o approval - formal written consent
o employee - any employee of Mellon Bank Corporation or any of its subsidiaries
o Bank - any bank or savings and loan association subsidiary, direct or
indirect, of Mellon Bank Corporation
o Chief Compliance Officer - Chief Compliance Officer of Mellon Bank Corporation
o Confidential Information and Securities Trading Policy - Mellon Bank
Corporation's Confidential Information and Securities Trading Policies
(CPP-903)
o Corporation - Mellon Bank Corporation
o General Counsel - General Counsel of Mellon Bank Corporation
o Mellon - Mellon Bank Corporation and all its subsidiaries and affiliates
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YOUR RESPONSIBILITIES:
As an associate, your personal conduct should reflect the highest professional
standards of behavior. You are obliged to monitor your personal and professional
affairs so as not to discredit yourself or Mellon. Your behavior at work
reflects Mellon's ethics, so you are expected to:
o obey all laws and regulations that apply to Mellon's business
o avoid activities that could create conflicts of interest or even the
appearance of conflicts of interest with Mellon; and
o respect the confidentiality of Mellon business information and information
about those with whom Mellon has business relationships.
Details of the above obligations are presented in the remainder of this Code of
Conduct. Remember, these standards and examples serve as guidelines.
Mellon has established the Questionable Activities Hotline (800-234-MELN, Ext.
4-8477) so associates may call to report suspected violations of the Code or
criminal activity involving Mellon. Calls may be made anonymously.
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[OBJECT OMITTED]
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Chapter Document Number
LEGAL AND REGULATORY CPP-903-1
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Section Revised Date
CONFIDENTIAL INFORMATION AND SECURITIES TRADING 10/2/95
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Subject Page Number
Introduction and Definitions 1 of 7
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Issuing Department
Legal Affairs
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INTRODUCTION :
Mellon Bank Corporation ("Mellon") and its associates, and the registered
investment companies for which The Dreyfus Corporation ("Dreyfus") and/or Mellon
serves as investment adviser, sub-investment adviser or administrator, are
subject to certain laws and regulations governing the use of confidential
information and personal securities trading. Mellon has developed Corporate
Policies CPP-903, 1-5, to establish specific standards to promote compliance
with applicable laws. Further, the Policies are intended to protect Mellon's
business secrets and proprietary information as well as that of its customers
and any entity for which it acts in a fiduciary capacity.
Corporate Policies CPP-903, 1-5, set forth procedures and limitations which
govern the personal securities transactions of every Mellon associate and
certain other individuals associated with the registered investment companies
for which Dreyfus and/or Mellon serves as investment adviser, sub-investment
adviser or administrator. The Policies are designed to reinforce Mellon's
reputation for integrity by avoiding even the appearance of impropriety in the
conduct of Mellon's business.
Associates should be aware that they may be held personally liable for any
improper or illegal acts committed during the course of their employment, and
that "ignorance of the law" is not a defense. Associates may be subject to civil
penalties such as fines, regulatory sanctions including suspensions, as well as
criminal penalties.
Associates outside the United States are also subject to applicable laws of
foreign jurisdictions, which may differ substantially from U.S. law and which
may subject such associates to additional requirements. Such associates must
comply with applicable requirements of pertinent foreign laws as well as with
the provisions of the Corporate Policies. To the extent any particular portion
of the Policies are inconsistent with foreign law, associates should consult the
General Counsel or the Manager of Corporate Compliance.
Any provision of the Policies may be waived or exempted at the discretion of the
Manager of Corporate Compliance. Any such waiver or exemption will be evidenced
in writing and maintained in the Risk Management and Compliance Department.
Associates must read the Policies and must comply with them. Failure to comply
with the provisions of the Policies may result in the imposition of serious
sanctions, including but not limited to disgorgement of profits, dismissal,
substantial personal liability and referral to law enforcement agencies or other
regulatory agencies. Associates should retain the Policies in their records for
future reference. Any questions regarding the Policies should be referred to the
Manager of Corporate Compliance or his/her designee.
DEFINITIONS:
Terms frequently used in the Policies are defined as follows:
Approval - written consent or written notice of nonobjection.
Associate - any employee of Mellon Bank Corporation or its direct or indirect
subsidiaries; does not include outside consultants or temporary help.
Beneficial Ownership - securities owned of record or held in the associate's
name are generally considered to be beneficially owned by the associate.
Securities held in the name of any other person are deemed to be beneficially
owned by the associate if by reason of any contract, understanding,
relationship, agreement or other arrangement, the associate obtains therefrom
benefits substantially equivalent to those of ownership, including the power to
vote, or to direct the disposition of, such securities. Beneficial ownership
includes securities held by others for the associate's benefit (regardless of
record ownership), e.g. securities held for the associate or members of the
associate's immediate family, defined below, by agents, custodians, brokers,
trustees, executors or other administrators; securities owned by the associate,
but which have not been transferred into the associate's name on the books of
the company; securities which the associate has pledged; or securities owned by
a corporation that should be regarded as the associate's personal holding
corporation. As a natural person, beneficial ownership is deemed to include
securities held in the name or for the benefit of the associate's immediate
family, which includes the associate's spouse, the associate's minor children
and stepchildren and the associate's relatives or the relatives of the
associate's spouse who are sharing the associate's home, unless because of
countervailing circumstances, the associate does not enjoy benefits
substantially equivalent to those of ownership. Benefits substantially
equivalent to ownership include, for example, application of the income derived
from such securities to maintain a common home, meeting expenses that such
person otherwise would meet from other sources, and the ability to exercise a
controlling influence over the purchase, sale or voting of such securities. An
associate is also deemed the beneficial owner of securities held in the name of
some other person, even though the associate does not obtain benefits of
ownership, if the associate can vest or revest title in himself at once, or at
some future time.
In addition, a person will be deemed the beneficial owner of a security if he
has the right to acquire beneficial ownership of such security at any time
(within 60 days) including but not limited to any right to acquire: (1) through
the exercise of any option, warrant or right; (2) through the conversion of a
security; or (3) pursuant to the power to revoke a trust, nondiscretionary
account or similar arrangement.
With respect to ownership of securities held in trust, beneficial ownership
includes ownership of securities as a trustee in instances where either the
associate as trustee or a member of the associate's "immediate family" has a
vested interest in the income or corpus of the trust, the ownership by the
associate of a vested beneficial interest in the trust and the ownership of
securities as a settlor of a trust in which the associate as the settlor has the
power to revoke the trust without obtaining the consent of the beneficiaries.
Certain exemptions to these trust beneficial ownership rules exist, including an
exemption for instances where beneficial ownership is imposed solely by reason
of the associate being settlor or beneficiary of the securities held in trust
and the ownership, acquisition and disposition of such securities by the trust
is made without the associate's prior approval as settlor or beneficiary.
"Immediate family" of an associate as trustee means the associate's son or
daughter (including any legally adopted children) or any descendant of either,
the associate's stepson or stepdaughter, the associate's father or mother or any
ancestor of either, the associate's stepfather or stepmother and his spouse.
To the extent that stockholders of a company use it as a personal trading or
investment medium and the company has no other substantial business,
stockholders are regarded as beneficial owners, to the extent of their
respective interests, of the stock thus invested or traded in. A general partner
in a partnership is considered to have indirect beneficial ownership in the
securities held by the partnership to the extent of his pro rata interest in the
partnership. Indirect beneficial ownership is not, however, considered to exist
solely by reason of an indirect interest in portfolio securities held by any
holding company registered under the Public Utility Holding Company Act of 1935,
a pension or retirement plan holding securities of an issuer whose employees
generally are beneficiaries of the plan and a business trust with over 25
beneficiaries.
Any person who, directly or indirectly, creates or uses a trust, proxy, power of
attorney, pooling arrangement or any other contract, arrangement or device with
the purpose or effect of divesting such person of beneficial ownership as part
of a plan or scheme to evade the reporting requirements of the Securities
Exchange Act of 1934 shall be deemed the beneficial owner of such security.
The final determination of beneficial ownership is a question to be determined
in light of the facts of a particular case. Thus, while the associate may
include security holdings of other members of his family, the associate may
nonetheless disclaim beneficial ownership of such securities.
"Chinese Wall" Policy - procedures designed to restrict the flow of information
within Mellon from units or individuals who are likely to receive material
nonpublic information to units or individuals who trade in securities or provide
investment advice. See CPP-903-2, Confidential Information and the Chinese Wall,
for more information.
Corporation - Mellon Bank Corporation.
Dreyfus - The Dreyfus Corporation and its subsidiaries.
Dreyfus Associate - any employee of Dreyfus; does not include outside
consultants or temporary help.
Exempt Securities - Exempt Securities are defined as:
o securities issued or guaranteed by the United States government or agencies or
instrumentalities;
o bankers' acceptances;
o bank certificates of deposit and time deposits;
o commercial paper;
o repurchase agreements; and
o securities issued by open-end investment companies.
General Counsel - General Counsel of Mellon Bank Corporation or any person to
whom relevant authority is delegated by the General Counsel.
Index Fund - an investment company which seeks to mirror the performance of the
general market by investing in the same stocks (and in the same proportion) as
a broad-based market index.
Initial Public Offering (IPO) - the first offering of a company's securities to
the public.
DEFINITIONS:
Investment Company - a company that issues securities that represent an
undivided interest in the net assets held by the company. Mutual funds are
investment companies that issue and sell redeemable securities representing an
undivided interest in the net assets of the company.
Manager of Corporate Compliance - the associate within the Risk Management and
Compliance Department of Mellon Bank Corporation who is responsible for
administering the Confidential Information and Securities Trading Policy, or
any person to whom relevant authority is delegated by the Manager of Corporate
Compliance.
Mellon - Mellon Bank Corporation and all of its direct and indirect
subsidiaries.
Naked Option - an option sold by the investor which obligates him or her to sell
a security which he or she does not own.
Nondiscretionary Trading Account - an account over which the associated person
has no direct or indirect control over the investment decision-making process.
Option - a security which gives the investor the right but not the obligation to
buy or sell a specific security at a specified price within a specified time.
Preclearance Compliance Officer - a person designated by the Manager of
Corporate Compliance, to administer, among other things, associates'
preclearance request for a specific business unit.
Private Placement - an offering of securities that is exempt from registration
under the Securities Act of 1933 because it does not constitute a public
offering.
Senior Management Committee - the Senior Management Committee of Mellon Bank
Corporation.
Short Sale - the sale of a security that is not owned by the seller at the time
of the trade.
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Chapter Document Number
LEGAL AND REGULATORY CPP-903-3
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Section Revised Date
CONFIDENTIAL INFORMATION AND SECURITIES TRADING 6/14/99
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Subject Page Number
Security Transactions by Employees 1 of 6
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Issuing Department
Legal
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POLICY:
Employees who engage in transactions involving Mellon securities should be aware
of their unique responsibilities with respect to such transactions arising from
the employment relationship and should be sensitive to even the appearance of
impropriety.
Purchases or sales by an employee of the securities of issuers with which Mellon
does business, or other third party issuers, could result in liability on the
part of such employee. Employees should be sensitive to even the appearance of
impropriety in connection with their personal securities transactions. Employees
should refer to the provisions under "Beneficial Ownership" below, which are
equally applicable to the restrictions on transactions in other securities.
The Mellon Code of Conduct contains certain restrictions on investments in
parties that do business with Mellon. Employees should refer to the Code of
Conduct and comply with such restrictions in addition to the restrictions and
reporting requirements set forth below.
MELLON
SECURITIES: The following restrictions apply to all transactions in Mellon's
publicly traded securities occurring in the employee's own account and in all
other accounts over which the employee could be expected to exercise influence
or control (see provisions under "Beneficial Ownership" below for more complete
discussion of the accounts to which these restrictions apply). These
restrictions are to be followed in addition to any restrictions that apply to
particular officers or directors (such as restrictions under Section 16 of the
Securities Exchange Act of 1934).
Short Sales - Short sales of Mellon securities by employees are prohibited.
Short Term Trading - Purchasing and selling, or selling and purchasing the same
(equivalent) Mellon securities within 60 days is prohibited. For purposes of
the 60-day holding period, securities will be equivalent if one is convertible
into the other, if one entails a right to purchase or sell the other, or if
the value of one is expressly dependent on the value of the other (e.g.,
derivative securities).
In cases of extreme hardship, employees (other than senior management) may
obtain permission to dispose of Mellon securities acquired within 60 days of the
proposed transaction, provided the transaction is pre-cleared with the Manager
of Corporate Compliance and any profits earned are disgorged in accordance with
procedures established by senior management. The Manager of Corporate Compliance
reserves the right to suspend the 60-day holding period restriction in the event
of severe market disruption.
Margin Transactions - Purchasing on margin of Mellon's publicly traded
securities by employees is prohibited. Margining Mellon securities in connect-
ion with a cashless exercise of an employee stock option through the Human
Resources Department is exempt from this restriction. Further, Mellon securi-
ties may be used to collateralize loans or the acquisition of securities other
than those issued by Mellon.
Option Transactions - Option transactions involving Mellon's publicly traded
securities are prohibited.Transactions under Mellon's Long-Term Incentive Plan
or other employee option plans are exempt from this restriction.
Major Mellon Events - Employees who have knowledge of major Mellon events that
have not yet been announced are prohibited from buying and selling Mellon's
publicly traded securities before such public announcements, even if the
employee believes the event does not constitute material nonpublic
information.
Mellon Blackout Period - Employees are prohibited from buying or selling
Mellon's publicly traded securities during a blackout period, which begins the
16th day of the last month of each calendar quarter and ends three business
days after Mellon publicly announces the financial results for that quarter.
In cases of extreme hardship, employees (other than senior management) may
request permission from the Manager of Corporate Compliance to dispose of
Mellon securities during the blackout period.
PLAN: For purposes of the blackout period and the short-term trading rule,
changing the investment in Mellon Common Stock accumulated pre-tax balance in
the Mellon 401(k) plan will be treated as a purchase or sale of Mellon Stock.
This means:
o Employees are prohibited from increasing or decreasing their accumulated
pre-tax balance in Mellon Common Stock during the blackout period.
o Employees are prohibited from increasing their accumulated pre-tax balance in
Mellon Common Stock and then decreasing it within 60 days.
o Employees are prohibited from decreasing their accumulated pre-tax balance in
Mellon Common Stock and then increasing it within 60 days. However, changes
to investments in Mellon Common Stock in the 401(k) plan will not be compared
to transactions in Mellon securities outside the 401(k) for purposes of the
60-day rule (Note: This does not apply to members of the Executive Management
Group, who should consult with the Legal Department.)
Except for the above there are no other restrictions applicable to the 401(k)
plan. This means, for example:
o Insider Risk and Investment Employees are not required to pre-clear any
elections or changes made in their 401(k) account.
o There is no restriction on employees' changing their salary deferral
contribution percentages with regard to either the blackout period or the
60-day rule.
o The regular salary deferral contribution to Mellon Common Stock in the 401(k)
that takes place with each pay will not be considered a purchase for the
purposes of either the blackout or the 60-day rule.
BENEFICIAL
OWNERSHIP:
The provisions discussed above apply to transactions in the employee's own name
and to all other accounts over which the employee could be expected to exercise
influence or control, including:
o accounts of a spouse, minor children or relatives to whom substantial support
is contributed;
o accounts of any other member of the employee's household (e.g., a relative
living in the same home);
o trust accounts for which the employee acts as trustee or otherwise exercises
any type of guidance or influence;
o Corporate accounts controlled, directly or indirectly, by the employee;
o arrangements similar to trust accounts that are established for bona fide
financial purposes and benefit the employee; and
o any other account for which the employee is the beneficial owner (see
CPP-903-1, Introduction and Definitions, for a complete legal definition of
Beneficial Ownership).
OTHER
SECURITIES:
The following restrictions apply to all securities transactions by employees:
Credit or Advisory Relationship - Employees may not buy or sell securities of a
company if they are considering granting, renewing or denying any credit
facility to that company or acting as an adviser to that company with respect
to its securities. In addition, lending employees who have assigned
responsibilities in a specific industry group are not permitted to trade
securities in that industry. This prohibition does not apply to transactions
in securities issued by open-end investment companies.
Customer Transactions - Trading for customers and Mellon accounts should always
take precedence over employees' transactions for their own or related
accounts.
OTHER
SECURITIES:
Front Running - Employees may not engage in "front running," that is, the
purchase or sale of securities for their own accounts on the basis of their
knowledge of Mellon's trading positions or plans.
Initial Public Offerings - Mellon prohibits its employees from acquiring any
securities in an initial public offering ("IPO").
Margin Transactions - Margin trading is a highly leveraged and relatively risky
method of investing that can create particular problems for financial services
employees. For this reason, all employees are urged to avoid margin trading.
Prior to establishing a margin account, the employee must obtain the written
permission of the Manager of Corporate Compliance. Any employee having a margin
account prior to the effective date of these Policies must notify the Manager of
Corporate Compliance of the existence of such account.
All employees having margin accounts, other than described below, must designate
the Manager of Corporate Compliance as an interested party on that account.
Employees must ensure that the Manager of Corporate Compliance promptly receives
copies of all trade confirmations and statements relating to the account
directly from the broker. If requested by a brokerage firm, please contact the
Manager of Corporate Compliance to obtain a letter (sometimes referred to as a
"407 letter") granting permission to maintain a margin account. Trade
confirmations and statements are not required on margin accounts established at
Dreyfus Investment Services Corporation for the sole purpose of cashless
exercises of employee stock options. In addition, products may be offered by a
broker/dealer that, because of their characteristics, are considered margin
accounts but have been determined by the Manager of Corporate Compliance to be
outside the scope of these Policies (e.g., a Cash Management Account that
provides overdraft protection for the customer). Any questions regarding the
establishment, use and reporting of margin accounts should be directed to the
Manager of Corporate Compliance (Refer to Exhibits B1 and B2 in the Confidential
Information and Securities Trading Policy booklet for an example of an
instruction letter to a broker).
OTHER
SECURITIES:
Material Nonpublic Information - Employees possessing material nonpublic
information regarding any issuer of securities must refrain from purchasing or
selling securities of that issuer until the information becomes public or is
no longer considered material.
Naked Options, Excessive Trading - Mellon discourages all employees from
engaging in short-term or speculative trading, in trading naked options, in
trading that could be deemed excessive or in trading that could interfere with
an employee's job responsibilities.
Private Placements - Employees are prohibited from acquiring any security in a
private placement unless they obtain the prior written approval of the
Pre-clearance Compliance Officer (applicable only to Investment Employees as
defined in PP-903-4, Classification of Employees), Manager of Corporate
Compliance and the employee's department head. Approval must be given by all
appropriate aforementioned persons for the acquisition to be considered
approved. After receipt of the necessary approvals and the acquisition,
employees are required to disclose that investment when they participate in
any subsequent consideration of an investment in the issuer for an advised
account. Final decision to acquire such securities for an advised account will
be subject to independent review.
Scalping - Employees may not engage in "scalping," that is, the purchase or sale
of securities for their own or Mellon's accounts on the basis of knowledge of
customers' trading positions or plans or Mellon's forthcoming investment
recommendations.
Short-Term Trading - Employees are discouraged from purchasing and selling, or
from selling and purchasing, the same (or equivalent) securities within 60
calendar days. With respect to Investment Employees only as defined in
CPP-903-4 (Classification of Employees), any profits realized on such short-
term trades must be disgorged in accordance with procedures established by
senior management.
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Chapter Document Number
LEGAL AND REGULATORY CPP-903-4 (A)
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Section Revised Date
CONFIDENTIAL INFORMATION AND SECURITIES TRADING 10/2/95
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Subject Page Number
Requirements Applicable to Insider Risk Associates Only 8 of 8
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Issuing Department
Legal Affairs
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POLICY:
No Insider Risk Associate may engage in or recommend any securities transaction
that places, or appears to place, his or her own interests above those of any
customer to whom investment services are rendered, including mutual funds and
managed accounts, or above the interests of Mellon.
EFFECTIVE
DATE:
The following restrictions will be effective upon adoption of Corporate Policies
CPP-903, 1-5. Securities of financial services organizations properly acquired
before the later of the effective date of these Policies or the date of hire may
be maintained or disposed of at the owner's discretion.
Additional securities of a financial services organization acquired through the
reinvestment of the dividends paid by such financial services organization
through a dividend reinvestment program (DRIP) are not subject to this
prohibition, provided your election to participate in the DRIP predates the
later of the effective date of these Policies or date of hire. Optional cash
purchases through a DRIP are subject to this prohibition.
Within 30 days of the later of the effective date of these Policies or date of
becoming subject to this prohibition, all holdings of securities of financial
services organizations must be disclosed in writing to the Manager of Corporate
Compliance. Periodically, you will be asked to file an updated disclosure of all
your holdings of securities of financial services organizations.
DEFINITIONS:
Security Issued by a Financial Services Organization - any security issued by:
o o
*COMMERCIAL BANKS (OTHER THAN MELLON) BANK HOLDING COMPANIES (OTHER THAN
MELLON)
o o
*THRIFTS SAVINGS AND LOAN ASSOCIATIONS
o o
*INSURANCE COMPANIES BROKER/DEALERS
o o
*INVESTMENT ADVISORY COMPANIES TRANSFER AGENTS
o o
*SHAREHOLDER SERVICING COMPANIES OTHER DEPOSITORY INSTITUTIONS
DEFINITIONS:
The term "securities issued by a financial services organization" does not
include securities issued by mutual funds, variable annuities or insurance
policies. Further, for purposes of determining whether a company is a financial
services organization, subsidiaries and parent companies are treated as separate
issuers.
RESTRICTIONS:
You are prohibited from acquiring any security issued by a financial services
organization if you are:
o a member of the Mellon Senior Management Committee. For purposes of this
restriction only, this prohibition also applies to those members of the Mellon
Senior Management Committee who are considered Investment Associates.
o employed in any of the following departments of a Mellon entity other than
Dreyfus (see CPP-903-1, Introduction and Definitions, for definition of
"Dreyfus"):
o o
* STRATEGIC PLANNING FINANCE
o o
* INSTITUTIONAL BANKING LEGAL
o an associate specifically designated by the Manager of Corporate Compliance
and informed that this prohibition is applicable to you.
PRECLEARANCE
REQUIREMENT:
All Insider Risk Associates must notify the Manager of Corporate Compliance in
writing and receive preclearance before they engage in any purchase or sale of a
security. Insider Risk Associates should refer to the provisions under
"Beneficial Ownership" (See CPP-903-3), which are equally applicable to these
provisions.
Exemptions from Requirement to Preclear - Preclearance is not required for the
following transactions:
o purchases or sales of Exempt Securities (see CPP-903-1,
Introduction and Definitions);
o purchases or sales of municipal bonds;
o purchases or sales effected in any account over which an associate has no
direct or indirect control over the investment decision-making process (e.g.,
nondiscretionary trading accounts). Nondiscretionary trading accounts may only
be maintained, without being subject to preclearance procedures, when the
Manager of Corporate Compliance, after a thorough review, is satisfied that
the account is truly nondiscretionary;
o transactions that are non-volitional on the part of an associate (such as
stock dividends);
o the sale of stock received upon the exercise of an associate stock option if
the sale is part of a "netting of shares" or "cashless exercise" administered
by the Human Resources Department (for which the Human Resources Department
will forward information to the Manager of Corporate Compliance);
o the automatic reinvestment of dividends under a DRIP (preclearance is required
for optional cash purchases under a DRIP);
o purchases effected upon the exercise of rights issued by an issuer pro rata to
all holders of a class of securities, to the extent such rights were acquired
from such issuer;
o sales of rights acquired from an issuer, as described above; and/or
PRECLEARANCE
REQUIREMENT:
o those situations where the Manager of Corporate Compliance determines, after
taking into consideration the particular facts and circumstances, that prior
approval is not necessary.
REQUESTS FOR
PRECLEARANCE:
All requests for preclearance for a securities transaction shall be submitted to
the Manager of Corporate Compliance by completing a Preclearance Request Form
(refer to Exhibit C1 in the Confidential Information and Securities Trading
Policy booklet).
The Manager of Corporate Compliance will notify the Insider Risk Associate
whether the request is approved or denied, without disclosing the reason for
such approval or denial.
Notifications may be given in writing or verbally by the Manager of Corporate
Compliance to the Insider Risk Associate. A record of such notification will be
maintained by the Manager of Corporate Compliance. However, it shall be the
responsibility of the Insider Risk Associate to obtain a written record of the
Manager of Corporate Compliance's notification within 24 hours of such
notification. The Insider Risk Associate should retain a copy of this written
record.
As there could be many reasons for preclearance being granted or denied, Insider
Risk Associates should not infer from the preclearance response anything
regarding the security for which preclearance was requested.
Although making a preclearance request does not obligate an Insider Risk
Associate to do the transaction, it should be noted that:
o preclearance authorization will expire at the end of the third business day
after it is received (the day authorization is granted is considered the first
business day);
o preclearance requests should not be made for a transaction that the Insider
Risk Associate does not intend to make; and
o Insider Risk Associates should not discuss with anyone else, inside or outside
Mellon, the response they received to a preclearance request. Every Insider
Risk Associate must follow these procedures or risk serious sanctions,
including dismissal. If you have any questions about these procedures you
should consult the Manager of Corporate Compliance. Interpretive issues that
arise under these procedures shall be decided by, and are subject to the
discretion of, the Manager of Corporate Compliance.
RESTRICTED
LIST:
The Manager of Corporate Compliance will maintain a list (the "Restricted List")
of companies whose securities are deemed appropriate for implementation of
trading restrictions for Insider Risk Associates. Restricted List(s) will not be
distributed outside of the Risk Management and Compliance Department. From time
to time, such trading restrictions may be appropriate to protect Mellon and its
Insider Risk Associates from potential violations, or the appearance of
violations, of securities laws.
The inclusion of a company on the Restricted List provides no indication of the
advisability of an investment in the company's securities or the existence of
material nonpublic information on the company. Nevertheless, the contents of the
Restricted List will be treated as confidential information to avoid unwarranted
inferences.
To assist the Manager of Corporate Compliance in identifying companies that may
be appropriate for inclusion on the Restricted List, the department heads of
sections in which Insider Risk Associates are employed will inform the Manager
of Corporate Compliance in writing of any companies they believe should be
included on the Restricted List, based upon facts known or readily available to
such department heads. Although the reasons for inclusion on the Restricted List
may vary, they could typically include the following:
o Mellon is involved as a lender, investor or adviser in a merger, acquisition
or financial restructuring involving the company;
o Mellon is involved as a selling shareholder in a public distribution of the
company's securities;
o Mellon is involved as an agent in the distribution of the company's
securities;
o Mellon has received material nonpublic information on the company;
o Mellon is considering the exercise of significant creditors' rights against
the company; or
o The company is a Mellon borrower in Credit Recovery. Department heads of
sections in which Insider Risk Associates are employed are also responsible
for notifying the Manager of Corporate Compliance in writing of any change in
circumstances making it appropriate to remove a company from the Restricted
List.
REQUIRED
REPORTING:
The following reports must be filed for personal securities transactions:
o Brokerage Accounts - All Insider Risk Associates are required to instruct
their brokers to submit directly to the Manager of Corporate Compliance copies
of all trade confirmations and statements relating to their account (refer to
Exhibit B1 in the Confidential Information and Securities Trading Policy
booklet).
o Report of Transactions in Mellon Securities - Insider Risk Associates must
also report in writing to the Manager of Corporate Compliance within ten
calendar days whenever they purchase or sell Mellon securities if the
transaction was not through a brokerage account as described above. Purchases
and sales of Mellon securities include the following:
o DRIP Optional Cash Purchases - Optional cash purchases under Mellon's
Dividend Reinvestment and Common Stock Purchase Plan (the "Mellon DRIP").
o Stock Options - The sale of stock received upon the exercise of an associate
stock option unless the sale is part of a "netting of shares" or "cashless
exercise" administered by the Human Resources Department (for which the Human
Resources Department will forward information to the Manager of Corporate
Compliance).
It should be noted that the reinvestment of dividends under the DRIP, changes in
elections under Mellon's Retirement Savings Plan, the receipt of stock under
Mellon's Restricted Stock Award Plan and the receipt or exercise of options
under Mellon's Long-Term Profit Incentive Plan are not considered purchases or
sales for the purpose of this reporting requirement (refer to Exhibit A in the
Confidential Information and Securities Trading booklet).
CONFIDENTIAL
TREATMENT:
The Manager of Corporate Compliance will use his or her best efforts to assure
that all requests for preclearance, all personal securities transaction reports
and all reports of securities holdings are treated as "Personal and
Confidential." However, such documents will be available for inspection by
appropriate regulatory agencies and by other parties within and outside Mellon
as are necessary to evaluate compliance with or sanctions under this Policy.
<PAGE>
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Chapter Document Number
LEGAL AND REGULATORY CPP-903-4 (B)
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Section Revised Date
CONFIDENTIAL INFORMATION AND SECURITIES TRADING 10/2/95
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Subject Page Number
Requirements Applicable to Investment Associates Only 9 of 9
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Issuing Department
Legal Affairs
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POLICY:
Because of their particular responsibilities, Investment Associates are subject
to different preclearance and personal securities reporting requirements as
discussed below. No Investment Associate may recommend a securities transaction
for a Mellon customer to whom a fiduciary duty is owed, or for Mellon, without
disclosing any interest he or she has in such securities or issuer (other than
an interest in publicly traded securities where the total investment is equal to
or less than $25,000), including:
o any direct or indirect beneficial ownership of any securities of such issuer;
o any contemplated transaction by the Investment Associate in such securities;
o any position with such issuer or its affiliates; and
o any present or proposed business relationship between such issuer or its
affiliates and the Investment Associate or any party in which the Investment
Associate has a beneficial ownership interest (see "Beneficial Ownership" in
CPP-903-3).
RESTRICTIONS:
The following restrictions apply to all Investment Associates:
o Portfolio Information - No Investment Associate may divulge the current
portfolio positions, or current or anticipated portfolio transactions,programs
or studies, of Mellon or any Mellon customer to anyone unless it is properly
within his or her job responsibilities to do so.
o Material Nonpublic Information - No Investment Associate may engage in or
recommend a securities transaction, for his or her own benefit or for the
benefit of others, including Mellon or its customers, while in possession of
material nonpublic information regarding such securities. No Investment
Associate may communicate material nonpublic information to others unless it
is properly within his or her job responsibilities to do so.
o Short-Term Trading - Any Investment Associate who purchases and sells, or
sells and purchases, the same (or equivalent) securities within any
60-calendar-day period is required to disgorge all profits realized on such
transaction in accordance with procedures established by senior management.
For this purpose, securities will be deemed to be equivalent if one is
convertible into the other, if one entails a right to purchase or sell the
other, or if the value of one is expressly dependent on the value of the other
(e.g., derivative securities).
In addition to the previous restrictions, the following restrictions apply only
to Dreyfus Associates and Associates of Mellon Entities Registered Under The
Investment Advisers Act of 1940 (i.e.,"40 Act Associates"):
o Outside Activities - No 40 Act associate may serve on the board of
directors/trustees or as a general partner of any publicly traded company
(Other than Mellon) without the prior approval
o the Manager of Corporate Compliance.
o Gifts - All 40 Act associates are prohibited from accepting gifts from outside
companies, or their representatives, with an exception for gifts of (1) a de
minimis value and (2) an occasional meal, a ticket to a sporting event or the
theater, or comparable entertainment for the 40 Act associate and, if
appropriate, a guest, which is neither so frequent nor extensive as to raise
any question of impropriety. A gift shall be considered de minimis if it does
not exceed an annual amount per person fixed periodically by the National
Association of Securities Dealers, which is currently $100 per person.
o Blackout Period - 40 Act associates will not be given clearance to execute a
transaction in any security that is being considered for purchase or sale by
an affiliated investment company, managed account or trust, for which a pend-
ing buy or sell order for such affiliated account is pending, and for two
business days after the transaction in such security for such affiliated
account has been effected. This provision does not apply to transactions
effected or contemplated by index funds.
In addition, portfolio managers for the investment companies are prohibited from
buying or selling a security within seven calendar days before and after such
investment company trades in that security. Any violation of the foregoing will
require the violator to disgorge all profit realized with respect to such
transaction.
PRECLEARANCE
REQUIREMENT:
All Investment Associates must notify the Preclearance Compliance Officer in
writing and receive preclearance before they engage in any purchase or sale of a
security. Exemptions from Requirement to Preclear - Preclearance is not required
for the following transactions:
o purchases or sales of "Exempt Securities" (see CPP-903-1, Definitions);
o purchases or sales effected in any account over which an associate has no
direct or indirect control over the investment decision-making process (i.e.,
nondiscretionary trading accounts). Nondiscretionary trading accounts may only
be maintained, without being subject to preclearance procedures, when the
Preclearance Compliance Officer, after a thorough review, is satisfied that
the account is truly nondiscretionary;
o transactions which are non-volitional on the part of an associate (such as
stock dividends);
o the sale of stock received upon the exercise of an associate stock option if
the sale is part of a "netting of shares" or "cashless exercise" administered
by the Human Resources Department (for which the Human Resources Department
will forward information to the manager of Corporate Compliance);
o purchases which are part of an automatic reinvestment of dividends under a
DRIP (Preclearance is required for optional cash purchases under a DRIP);
o purchases effected upon the exercise of rights issued by an issuer pro rata to
all holders of a class of securities, to the extent such rights were acquired
from such issuer;
o sales of rights acquired from an issuer, as described above; and/or
o those situations where the Preclearance Compliance Officer determines, after
taking into consideration the particular facts and circumstances, that prior
approval is not necessary.
REQUESTS FOR PRECLEARANCE:
All requests for preclearance for a securities transaction shall be submitted to
the Preclearance Compliance Officer by completing a Preclearance Request Form
(refer to the Confidential Information and Securities Trading Policy booklet for
the following Exhibits: Investment Associates other than Dreyfus associates are
to use the Preclearance Request Form shown in Exhibit C1. Dreyfus associates are
to use the Preclearance Request Form shown in Exhibit C2).
The Preclearance Compliance Officer will notify the Investment Associate whether
the request is approved or denied without disclosing the reason for such
approval or denial.
Notifications may be given in writing or verbally by the Preclearance Compliance
Officer to the Investment Associate. A record of such notification will be
maintained by the Preclearance Compliance Officer. However, it shall be the
responsibility of the Investment Associate to obtain a written record of the
Preclearance Compliance Officer's notification within 24 hours of such
notification. The Investment Associate should retain a copy of this written
record.
As there could be many reasons for preclearance being granted or denied,
Investment Associates should not infer from the preclearance response anything
regarding the security for which preclearance was requested.
Although making a preclearance request does not obligate an Investment Associate
to do the transaction, it should be noted that:
o preclearance authorization will expire at the end of the day on which
preclearance is given;
o preclearance requests should not be made for a transaction that the Investment
Associate does not intend to make; and
o Investment Associates should not discuss with anyone else, inside or outside
Mellon, the response the Investment Associate received to a preclearance
request.
Every Investment Associate must follow these procedures or risk serious
sanctions, including dismissal. If you have any questions about these
procedures, consult the Preclearance Compliance Officer. Interpretive issues
that arise under these procedures shall be decided by, and are subject to the
discretion of, the Manager of Corporate Compliance.
RESTRICTED LIST:
Each Preclearance Compliance Officer will maintain a list (the "Restricted
List") of companies whose securities are deemed appropriate for implementation
of trading restrictions for Investment Associates in their area. From time to
time, such trading restrictions may be appropriate to protect Mellon and its
Investment Associates from potential violations, or the appearance of
violations, of securities laws. The inclusion of a company on the Restricted
List provides no indication of the advisability of an investment in the
company's securities or the existence of material nonpublic information on the
company. Nevertheless, the contents of the Restricted List will be treated as
confidential information in order to avoid unwarranted inferences.
In order to assist the Preclearance Compliance Officer in identifying companies
that may be appropriate for inclusion on the Restricted List, the head of the
entity/department/area in which Investment Associates are employed will inform
the appropriate Preclearance Compliance Officer in writing of any companies that
they believe should be included on the Restricted List based upon facts known or
readily available to such department heads.
REQUIRED
REPORTING:
The following reports must be filed for personal securities transactions:
o Brokerage Accounts - All Investment Associates are required to instruct their
brokers to submit directly to the Manager of Corporate Compliance copies of
all trade confirmations and statements relating to their account (refer to
Exhibits B1 and B2 in the Confidential Information and Securities Trading
Policy booklet).
o Report of Transactions in Mellon Securities - Investment Associates must also
report in writing to the Manager of Corporate Compliance within ten calendar
days whenever they purchase or sell Mellon securities if the transaction was
not through a brokerage account as described above. Purchases and sales of
Mellon securities include the following:
o DRIP Optional Cash Purchases - Optional cash purchases under Mellon's
Dividend Reinvestment and Common Stock Purchase Plan (the "Mellon DRIP").
o Stock Options - The sale of stock received upon the exercise of an associate
stock option unless the sale is part of a "netting of shares" or "cashless
exercise" administered by the Human Resources Department (for which the Human
Resources Department will forward information to the Manager of Corporate
Compliance).
It should be noted that the reinvestment of dividends under the DRIP, changes in
elections under Mellon's Retirement Savings Plan, the receipt of stock under
Mellon's Restricted Stock Award Plan, and the receipt or exercise of options
under Mellon's Long-Term Profit Incentive Plan are not considered purchases or
sales for the purpose of this reporting requirement (refer to Exhibit A in the
Confidential Information and Securities Trading Policy booklet).
o Statement of Securities Holdings - Within ten days of becoming an Investment
Associate and on an annual basis thereafter, all Investment Associates must
submit to the Manager of Corporate Compliance a statement of all securities in
which they presently have any direct or indirect beneficial ownership other
than Exempt Securities, as defined in the CPP-903-1, Definitions.
o Investment Associates should refer to "Beneficial Ownership" (CPP-903-3) which
is also applicable to Investment Associates (refer to Exhibit D in the
Confidential Information and Securities Trading Policy booklet for Statement
Format). The annual report must be submitted by January 31 and must report all
securities holdings other than Exempt Securities. The annual statement of
securities holdings contains an acknowledgment that the Investment Associate
has read and complied with this Policy.
o Special Requirement with Respect to Affiliated Investment Companies - The
portfolio managers, research analysts and other Investment Associates
specifically designated by the Manager of Corporate Compliance are required
within ten calendar days of becoming an Investment Associate (and by no later
than ten calendar days after the end of each calendar quarter) to report every
transaction in the securities issued by an affiliated investment company
occurring in an account in which the Investment Associate has a beneficial
ownership interest. The quarterly reporting requirement may be satisfied by
notifying the Manager of Corporate Compliance of the name of the investment
company, account name and account number for which such quarterly reports must
be submitted.
CONFIDENTIAL
TREATMENT:
The Preclearance Compliance Officer will use his or her best efforts to assure
that all requests for preclearance, all personal securities transaction reports
and all reports of securities holdings are treated as "Personal and
Confidential." However, such documents will be available for inspection by
appropriate regulatory agencies, and by other parties within and outside Mellon
as are necessary to evaluate compliance with or sanctions under this Policy.
Documents received from Dreyfus associates are also available for inspection by
the boards of directors of Dreyfus and by the boards of directors(or trustees or
managing general partners, as applicable) of the investment companies managed or
administered by Dreyfus.
<PAGE>
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Chapter Document Number
LEGAL AND REGULATORY CPP-903-4 (C)
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Section Revised Date
CONFIDENTIAL INFORMATION AND SECURITIES TRADING 10/2/95
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Subject Page Number
Requirements Applicable to Other Associates Only 4 of 4
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Issuing Department
Legal Affairs
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POLICY:
Except for private placements, Other Associates are permitted to engage in
personal securities transactions without obtaining prior approval from the
Manager of Corporate Compliance. Other Associates are not required to report
their personal securities transactions other than margin transactions and
transactions involving Mellon securities as discussed herein.
RESTRICTIONS:
The following restrictions apply to all Other Associates:
o Margin Transactions - Prior to establishing a margin account, Other Associates
must obtain the written permission of the Manager of Corporate Compliance.
Other Associates having a margin account prior to the effective date of this
Policy must notify the Manager of Corporate Compliance of the existence of
such account.
All associates having margin accounts, other than described below, must
designate the Manager of Corporate Compliance as an interested party on each
account. Associates must ensure that the Manager of Corporate Compliance
promptly receives copies of all trade confirmations and statements relating to
the accounts directly from the broker. If requested by a brokerage firm, please
contact the Manager of Corporate Compliance to obtain a letter (sometimes
referred to as a "407 letter") granting permission to maintain a margin account.
Trade confirmations and statements are not required on margin accounts
established at Dreyfus Investment Services Corporation for the sole purpose of
cashless exercises of Mellon employee stock options. In addition, products may
be offered by a broker/dealer that, because of their characteristics, are
considered margin accounts but have been determined by the Manager of Corporate
Compliance to be outside the scope of this Policy (e.g., a Cash Management
account which provides overdraft protection for the customer). Any questions
regarding the establishment, use and reporting of margin accounts should be
directed to the Manager of Corporate Compliance (refer to Exhibit B1 in the
Confidential Information and Trading
<PAGE>
RESTRICTIONS:
(Cont.)
Securities booklet for an example of an instruction letter to a broker).
o Private Placements - Other Associates are prohibited from acquiring any
security in a private placement unless they obtain the prior written approval
of the Manager of Corporate Compliance and the Associate's department head.
Approval must be given by both of the aforementioned persons for the
acquisition to be considered approved.
As there could be many reasons for preclearance being granted or denied,
Other Associates should not infer from the preclearance response anything
regarding the security for which preclearance was requested.
Although making a preclearance request does not obligate an Other Associate
to do the transaction, it should be noted that:
o preclearance authorization will expire at the end of the third business day
after it is received (the day authorization is granted is considered the first
business day);
o preclearance requests should not be made for a transaction that the Other
Associate does not intend to make; and
o Other Associates should not discuss with anyone else, inside or outside
Mellon, the response the Investment Associate received to a preclearance
request. Every Other Associate must follow these procedures or risk serious
sanctions, including dismissal. If you have any questions about these
procedures you should consult the Manager of Corporate Compliance.Interpretive
issues that arise under these procedures shall be decided by, and are subject
to the discretion of, the Manager of Corporate Compliance.
PRECLEARANCE
REQUIREMENT:
Except for private placements, Other Associates are permitted to engage in
personal securities transactions without obtaining prior approval from the
Manager of Corporate Compliance (for preclearance of private placements, use the
Preclearance Request Form shown in Exhibit C1of the Confidential Infromation and
Securities Trading Policy booklet).
REQUIRED
REPORTING:
Other Associates are not required to report their personal securities
transactions other than margin transactions and transactions involving Mellon
securities as discussed below. Other Associates are required to instruct their
brokers to submit directly to the Manager of Corporate Compliance copies of all
confirmations and statements pertaining to margin accounts (refer to Exhibit B1
in the Confidential Information and Trading Securities booklet for an example of
an instruction letter to a broker) :
o Report of Transactions in Mellon Securities - Other Associates must report in
writing to the Manager of Corporate Compliance within ten calendar days
whenever they purchase or sell Mellon securities. Purchases and sales of
Mellon securities include the following:
o DRIP Optional Cash Purchases - Optional cash purchases under Mellon's
Dividend Reinvestment and Common Stock Purchase Plan (the "Mellon DRIP").
o Stock Options - The sale of stock received upon the exercise of an associate
stock option unless the sale is part of a "netting of shares" or "cashless
exercise" administered by the Human Resources Department (for which the Human
Resources Department will forward information to the Manager of Corporate
Compliance).
It should be noted that the reinvestment of dividends under the DRIP, changes in
elections under Mellon's Retirement Savings Plan, the receipt of stock under
Mellon's Restricted Stock Award Plan and the receipt or exercise of options
under Mellon's Long-Term Profit Incentive Plan are not considered purchases or
sales for the purpose of this reporting requirement (refer to Exhibit A in the
Confidential Information and Securities Trading Policy booklet for an example of
the written report to the Manager of Corporate Compliance).
CONFIDENTIAL
TREATMENT:
The Manager of Corporate Compliance will use his or her best efforts to assure
that all requests for preclearance, all personal securities transaction reports
and all reports of securities holdings are treated as "Personal and
Confidential." However, such documents will be available for inspection by
appropriate regulatory agencies and other parties within and outside Mellon as
are necessary to evaluate compliance with or sanctions under this Policy.
<PAGE>
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Chapter Document Number
CORPORATE OBJECTIVES AND STANDARDS CPP-102-1
--------------------------------------------------------------------------------
Section Revised Date
CODE OF CONDUCT 12/8/95
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Subject Page Number
Introduction and Responsibilities 3 of 3
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Issuing Department
Legal Affairs
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INTRODUCTION:
Today's financial services marketplace is filled with a host of new challenges,
changes and opportunities. Amidst these changes, one constant guides Mellon Bank
Corporation and will continue to be central to all that we do: the mandate for
integrity.
Only by conducting ourselves and our business in accordance with the highest
standards of legal, ethical and moral integrity can we achieve our vision of
excellence and our goals for the future.
This Code of Conduct will familiarize you with the general guidelines of
professional conduct expected from associates in their interactions with
customers, prospective customers, competitors, suppliers, the communities we
serve, and one another. As Mellon associates, we can settle for nothing less
than full adherence to the Code.
Please read the Code carefully and retain it for your records. From time to
time, you may be asked to certify in writing that you have followed the Code, so
be sure you understand it. Appropriate officers should periodically reinforce
the importance of the Code to their associates, pointing out provisions of
particular relevance.
The penalty for violating any provision of this Code may be disciplinary action
up to and including dismissal. In addition, all violations of criminal laws
applicable to Mellon's business will be reported to the appropriate authorities
for prosecution.
Certain topics addressed in this Code of Conduct are addressed in greater detail
in Mellon's Confidential Information and Securities Trading Policies (CPP-903,
1-5). These topics include the treatment of confidential information,
restrictions on securities trading by associates and the "Chinese Wall" policy.
If you have any questions about this Code, ask your supervisor or consult with
Legal Affairs. If you suspect a violation of the Code of Conduct, contact the
General Counsel or Chief Compliance Officer. All communications will be handled
in a confidential manner.
INTRODUCTION
Terms frequently used in the Code are defined as follows:
o appropriate officer - head of the affected group, department or subsidiary o
approval - formal written consent
o employee - any employee of Mellon Bank Corporation or any of its subsidiaries
o Bank - any bank or savings and loan association subsidiary, direct or
indirect, of Mellon Bank Corporation
o Chief Compliance Officer - Chief Compliance Officer of Mellon Bank Corporation
o Confidential Information and Securities Trading Policy - Mellon Bank
Corporation's Confidential Information and Securities Trading Policies
(CPP-903)
o Corporation - Mellon Bank Corporation
o General Counsel - General Counsel of Mellon Bank Corporation
o Mellon - Mellon Bank Corporation and all its subsidiaries and affiliates
YOUR
RESPONSIBILITIES:
As an associate, your personal conduct should reflect the highest professional
standards of behavior. You are obliged to monitor your personal and professional
affairs so as not to discredit yourself or Mellon. Your behavior at work
reflects Mellon's ethics, so you are expected to:
o obey all laws and regulations that apply to Mellon's business
o avoid activities that could create conflicts of interest or even the
appearance of conflicts of interest with Mellon; and
o respect the confidentiality of Mellon business information and information
about those with whom Mellon has business relationships.
YOUR
RESPONSIBILITIES:
Details of the above obligations are presented in the remainder of this Code of
Conduct. Remember, these standards and examples serve as guidelines.
Mellon has established the Questionable Activities Hotline (800-234-MELN, Ext.
4-8477) so associates may call to report suspected violations of the Code or
criminal activity involving Mellon. Calls may be made anonymously.
<PAGE>
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Chapter Document Number
FINANCE AND ACCOUNTING CPP-607-1
--------------------------------------------------------------------------------
Section Revised Date
PROCUREMENT 5/4/98
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Subject Page Number
Policy 1 of 2
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Issuing Department
Corporate Services
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APPROVAL: To serve as a director, officer or general partner of an outside
entity, obtain or renew approval as follows:
Responsibility
Employee Requesting
Approval Action
1. Complete an Outside Directorships and Offices Approval Form that can be
obtained as follows:
o Send an e-mail request via MS Mail to Outside Directorships/Policy or via the
Internet to [email protected]. An MS Word version of the form will be
returned via e-mail.
o If e-mail is unavailable, contact Corporate Compliance at (412) 234-1676 or
(412) 236-1597. A form will be sent via interoffice mail.
2. As needed, obtain the following additional information:
o If the outside entity has, or is seeking a credit facility with Mellon, attach
a copy of the current exposure summary sheet and credit approval form. If the
"Customer Risk Rating" is greater than 5, complete the "Justification for
Approval" section (question number 22) of the Outside Directorships and
Offices Approval Form.
o If Indemnification is being requested, complete the "Indemnification Request"
section (question number 23) of the Outside Directorship and Offices Approval
Form, documenting the benefits to Mellon for approval of the indemnification
request.
NOTE: Missing information will cause the form to be returned to the
employee requesting approval.
3. Send the original completed approval form and any required attachments to
Corporate Compliance in Pittsburgh (151-4340) for further processing and
retain a copy.
Responsibility
Corporate Compliance
Action
4. Review the form and obtain approval signatures, when required.
Approvals are generally required for new applications to certain outside
entities as follows:
Chief Executive Office approval when the applicant is a member of the
Senior Management Committee, and the outside entity:
o debtor of Mellon Bank Corporation or any of its subidiaries
o one for which the employee is seeking Indemnification
Senior Management Committee member approval for:
o for-profit organization
o issue-oriented organization
o local government (including appointed offices)
o debtor of Mellon Bank Corporation or any of its subsidiaries
o one for which the employee is seeking Indemnification
Chief Risk Officer approval for:
o debtor of Mellon Bank Corporation or any of its subsidiaries
o one for which the employee is seeking Indemnification
Responsibility Action
Corporate Compliance
Corporate Affairs approval for:
o issue oriented organization
o local government (including appointed offices)
o high profile charitable organization
o national or high-visibility religious organization
o chamber of commerce or economic development authority
o school board (elementary, high school, college, and university)
o hospital or health care facility
o cultural organization (the arts, museums, historical societies, theaters,
etc.)
5. When processing is complete, send a copy of the form to the employee.
This approval process does not constitute a request for, nor does it carry
with it, indemnification. An employee will, however, have any protection,
including indemnification and insurance, provided by the outside entity.
Employees are encouraged to secure an understanding of the level of such
protection provided by such entity. An employee will also be protected by
any applicable limitations on the liability of a director or officer.
Records - All original approved request forms are retained by Corporate
Compliance in Pittsburgh.
Annual Renewal - Annually, all employees serving as a director, officer, or
general partner of an outside entity must renew their approvals. Renewals
must be documented on an Outside Directorship and Offices Approval Form and
submitted to Corporate Compliance.
APPROVAL:
Annual Certification - Annually, as part of the year-end Code of Conduct
certification, officers will be asked to certify that they have obtained
all approvals required by this procedure and are otherwise in compliance
with Corporate Policy and Procedure.
CHANGES:
If at any time there are any material changes to the information
represented on the original approval form, the employee must complete a new
approval form, send the original to the Corporate Compliance in Pittsburgh,
and retain a copy. If an employee is no longer serving as a director,
officer or general partner of an outside entity, indicate so on a copy of
the original approval form and send it to Corporate Compliance in
Pittsburgh.
QUESTIONS:
Direct questions concerning directorships or indemnification to the Chief
Litigation Counsel at 412-234-1566.
<PAGE>
[OBJECT OMITTED]
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Chapter Document Number
EXTERNAL AFFAIRS AND COMMUNICATIONS CPP-806-1
--------------------------------------------------------------------------------
Section Revised Date
CUSTOMER INFORMATION 8/30/99
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Subject Page Number
Confidentiality of Customers' Accounts 1 of 1
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Issuing Department
Legal
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POLICY:
Employees who engage in transactions involving Mellon securities should be
aware of their unique responsibilities with respect to such transactions
arising from the employment relationship and should be sensitive to even
the appearance of impropriety.
Purchases or sales by an employee of the securities of issuers with which
Mellon does business, or other third party issuers, could result in
liability on the part of such employee. Employees should be sensitive to
even the appearance of impropriety in connection with their personal
securities transactions. Employees should refer to the provisions under
"Beneficial Ownership" below, which are equally applicable to the
restrictions on transactions in other securities.
The Mellon Code of Conduct contains certain restrictions on investments in
parties that do business with Mellon. Employees should refer to the Code of
Conduct and comply with such restrictions in addition to the restrictions
and reporting requirements set forth below.
MELLON
SECURITIES:
The following restrictions apply to all transactions in Mellon's publicly
traded securities occurring in the employee's own account and in all other
accounts over which the employee could be expected to exercise influence or
control (see provisions under "Beneficial Ownership" below for more
complete discussion of the accounts to which these restrictions apply).
These restrictions are to be followed in addition to any restrictions that
apply to particular officers or directors (such as restrictions under
Section 16 of the Securities Exchange Act of 1934).
Short Sales - Short sales of Mellon securities by employees are prohibited.
Short Term Trading - Purchasing and selling, or selling and purchasing the
same (equivalent) Mellon securities within 60 days is prohibited. For
purposes of the 60-day holding period, securities will be equivalent if one
is convertible into the other, if one entails a right to purchase or sell
the other, or if the value of one is expressly dependent on the value of
the other (e.g., derivative securities).
In cases of extreme hardship, employees (other than senior management) may
obtain permission to dispose of Mellon securities acquired within 60 days
of the proposed transaction, provided the transaction is pre-cleared with
the Manager of Corporate Compliance and any profits earned are disgorged in
accordance with procedures established by senior management. The Manager of
Corporate Compliance reserves the right to suspend the 60-day holding
period restriction in the event of severe market disruption.
Margin Transactions - Purchasing on margin of Mellon's publicly traded
securities by employees is prohibited. Margining Mellon securities in
connection with a cashless exercise of an employee stock option through the
Human Resources Department is exempt from this restriction. Further, Mellon
securities may be used to collateralize loans or the acquisition of
securities other than those issued by Mellon.
Option Transactions - Option transactions involving Mellon's publicly
traded securities are prohibited. Transactions under Mellon's Long-Term
Incentive Plan or other employee option plans are exempt from this
restriction.
Major Mellon Events - Employees who have knowledge of major Mellon events
that have not yet been announced are prohibited from buying and selling
Mellon's publicly traded securities before such public announcements, even
if the employee believes the event does not constitute material nonpublic
information.
Mellon Blackout Period - Employees are prohibited from buying or selling
Mellon's publicly traded securities during a blackout period, which begins
the 16th day of the last month of each calendar quarter and ends three
business days after Mellon publicly announces the financial results for
that quarter. In cases of extreme hardship, employees (other than senior
management) may request permission from the Manager of Corporate Compliance
to dispose of Mellon securities during the blackout period.
MELLON 401(k)
PLAN:
For purposes of the blackout period and the short-term trading rule,
changing the investment in Mellon Common Stock accumulated pre-tax balance
in the Mellon 401(k) plan will be treated as a purchase or sale of Mellon
Stock. This means:
o Employees are prohibited from increasing or decreasing their accumulated
pre-tax balance in Mellon Common Stock during the blackout period.
o Employees are prohibited from increasing their accumulated pre-tax balance in
Mellon Common Stock and then decreasing it within 60 days.
o Employees are prohibited from decreasing their accumulated pre-tax balance in
Mellon Common Stock and then increasing it within 60 days. However, changes to
investments in Mellon Common Stock in the 401(k) plan will not be compared to
transactions in Mellon securities outside the 401(k) for purposes of the
60-day rule (Note: This does not apply to members of the Executive Management
Group, who should consult with the Legal Department.)
Except for the above there are no other restrictions applicable to the
401(k) plan. This means, for example:
o Insider Risk and Investment Employees are not required to pre-clear any
elections or changes made in their 401(k) account.
o There is no restriction on employees' changing their salary deferral
contribution percentages with regard to either the blackout period or the
60-day rule.
o The regular salary deferral contribution to Mellon Common Stock in the 401(k)
that takes place with each pay will not be considered a purchase for the
purposes of either the blackout or the 60-day rule.
BENEFICIAL
OWNERSHIP:
The provisions discussed above apply to transactions in the employee's own name
and to all other accounts over which the employee could be expected to exercise
influence or control, including:
o accounts of a spouse, minor children or relatives to whom substantial support
is contributed;
o accounts of any other member of the employee's household (e.g., a relative
living in the same home);
o trust accounts for which the employee acts as trustee or otherwise exercises
any type of guidance or influence;
o Corporate accounts controlled, directly or indirectly, by the employee;
o arrangements similar to trust accounts that are established for bona fide
financial purposes and benefit the employee; and
o any other account for which the employee is the beneficial owner (see
CPP-903-1, Introduction and Definitions, for a complete legal definition of
Beneficial Ownership).
OTHER
SECURITIES:
The following restrictions apply to all securities transactions by employees:
Credit or Advisory Relationship - Employees may not buy or sell securities of a
company if they are considering granting, renewing or denying any credit
facility to that company or acting as an adviser to that company with respect to
its securities. In addition, lending employees who have assigned
responsibilities in a specific industry group are not permitted to trade
securities in that industry. This prohibition does not apply to transactions in
securities issued by open-end investment companies.
Customer Transactions - Trading for customers and Mellon accounts should always
take precedence over employees' transactions for their own or related accounts.
OTHER
SECURITIES:
Front Running - Employees may not engage in "front running," that is, the
purchase or sale of securities for their own accounts on the basis of their
knowledge of Mellon's trading positions or plans.
Initial Public Offerings - Mellon prohibits its employees from acquiring any
securities in an initial public offering ("IPO").
Margin Transactions - Margin trading is a highly leveraged and relatively risky
method of investing that can create particular problems for financial services
employees. For this reason, all employees are urged to avoid margin trading.
Prior to establishing a margin account, the employee must obtain the written
permission of the Manager of Corporate Compliance. Any employee having a margin
account prior to the effective date of these Policies must notify the Manager of
Corporate Compliance of the existence of such account.
All employees having margin accounts, other than described below, must designate
the Manager of Corporate Compliance as an interested party on that account.
Employees must ensure that the Manager of Corporate Compliance promptly receives
copies of all trade confirmations and statements relating to the account
directly from the broker. If requested by a brokerage firm, please contact the
Manager of Corporate Compliance to obtain a letter (sometimes referred to as a
"407 letter") granting permission to maintain a margin account. Trade
confirmations and statements are not required on margin accounts established at
Dreyfus Investment Services Corporation for the sole purpose of cashless
exercises of employee stock options. In addition, products may be offered by a
broker/dealer that, because of their characteristics, are considered margin
accounts but have been determined by the Manager of Corporate Compliance to be
outside the scope of these Policies (e.g., a Cash Management Account that
provides overdraft protection for the customer). Any questions regarding the
establishment, use and reporting of margin accounts should be directed to the
Manager of Corporate Compliance (Refer to Exhibits B1 and B2 in the Confidential
Information and Securities Trading Policy booklet for an example of an
instruction letter to a broker).
Material Nonpublic Information - Employees possessing material nonpublic
information regarding any issuer of securities must refrain from purchasing or
selling securities of that issuer until the information becomes public or is no
longer considered material.
Naked Options, Excessive Trading - Mellon discourages all employees from
engaging in short-term or speculative trading, in trading naked options, in
trading that could be deemed excessive or in trading that could interfere with
an employee's job responsibilities.
Private Placements - Employees are prohibited from acquiring any security in a
private placement unless they obtain the prior written approval of the
Pre-clearance Compliance Officer (applicable only to Investment Employees as
defined in CPP-903-4, Classification of Employees), Manager of Corporate
Compliance and the employee's department head. Approval must be given by all
appropriate aforementioned persons for the acquisition to be considered
approved. After receipt of the necessary approvals and the acquisition,
employees are required to disclose that investment when they participate in any
subsequent consideration of an investment in the issuer for an advised account.
Final decision to acquire such securities for an advised account will be subject
to independent review.
Scalping - Employees may not engage in "scalping," that is, the purchase or sale
of securities for their own or Mellon's accounts on the basis of knowledge of
customers' trading positions or plans or Mellon's forthcoming investment
recommendations.
Short-Term Trading - Employees are discouraged from purchasing and selling, or
from selling and purchasing, the same (or equivalent) securities within 60
calendar days. With respect to Investment Employees only as defined in CPP-903-4
(Classification of Employees), any profits realized on such short-term trades
must be disgorged in accordance with procedures established by senior
management.
<PAGE>
[OBJECT OMITTED]
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Chapter Document Number
SECURITY AND PROTECTION CPP-1003-1
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Section Revised Date
FRAUD 8/10/98
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Subject Page Number
Policy For Reporting Known or Suspected Internal/ 1 of 1
External Crimes/Incidents
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Issuing Department
Audit and Risk Review
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POLICY:
RESPONSIBILITIES:
It is the Corporation's policy that all known or suspected internal/external
crimes/incidents or Code of Conduct violations must be reported and thoroughly
investigated. All Employees are responsible for immediately reporting any known
or suspected internal/external crimes/incidents or Code of Conduct violations to
the Audit and Risk Review Department.
Audit and Risk Review Department is responsible for investigating all reported
incidents of internal/external crime or Code of Conduct violations throughout
the Corporation (with the exception of consumer credit card fraud). Also, the
Audit and Risk Review Department is responsible for issuing required written
reports to regulatory and law enforcement agencies, and to the appropriate
managers.
Legal Department is responsible for reviewing all written reports to regulatory
and law enforcement agencies prior to issuance.
Corporate Policies & Procedures Manual
<PAGE>
[OBJECT OMITTED]
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Chapter Document Number
SECURITY AND PROTECTION CPP-1003-1(A)
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Section Revised Date
FRAUD 8/10/98
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Subject Page Number
Procedure For Reporting Known or Suspected Internal/ 3 of 2
External Crimes/Incidents
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Issuing Department
Audit and Risk Review
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REPORTABLE
CRIMES/INCIDENTS:
Any known or suspected internal/external crimes/incidents or Code of Conduct
violations must be reported to the Audit and Risk Review Department. These
crimes/incidents include:
o any known or suspected dishonesty (e.g. theft, embezzlement, check-kite, loan
fraud, computer fraud, misappropriation)
o any mysterious disappearance or unexplained shortage of corporate funds or
other assets
o any known or suspected criminal activity or pattern of activity in violation
of any section of U.S. Code, State Code, or applicable regulation, regardless
of amount, where the Corporation is an actual or potential victim
o any known or suspected criminal activity or pattern of criminal activity
involving financial transactions conducted through the Corporation or where
the Corporation is used to facilitate a criminal transaction, even if the
Corporation is not an actual or potential victim (e.g., Bank Secrecy Act
violations)
NOTE: Incidents involving robbery, burglary, vandalism, mischief, bomb threats,
extortion, and kidnapping are not covered by this procedure. These incidents
must be reported directly to the entity's Corporate Security representative.
Also, credit card fraud incidents which do not involve employees are not covered
by this procedure. These incidents must be reported to the Security Unit, Credit
Card Department, Mellon Bank (DE).
REPORTING
PROCESS:
Report by telephone known or suspected internal/external crimes/incidents to the
following Audit and Risk Review Department locations:
o Mellon Bank (DE), Commonwealth and Northeast PA banking regions and
Mellon/PSFS - Report to the Audit and Risk Review Department, Investigations,
Mellon/PSFS (215-553-4278).
o Mellon Bank (MD) and Western, Central and Northern PA banking regions - Report
to the Audit and Risk Review Department, Investigations, Western Region
(412-234-7426).
o The Boston Company and The Dreyfus Corporation - Report to the Audit and Risk
Review Department, Investigations, The Boston Company (617-722-7454).
o All other entities - Report to the Audit and Risk Review Department,
Investigations, Western Region (412-234-7426).
Anonymously Reporting - If an employee has knowledge of known or suspected
internal/external crimes/incidents or Code of Conduct violations but wishes to
remain anonymous, they can contact the "Questionable Activities Hot Line" at
1-800-234-MELN, extension 4-8477.
The Audit and Risk Review Department's Corporate Investigation Section monitors
all calls made on the Hot Line and will conduct thorough investigations as
appropriate based on the information provided. If the call involves a routine
grievance or other Human Resources related issue, the caller will be encouraged
to contact his/her supervisor or Human Resources representative.
RESTITUTION:
Restitution terms agreed upon in the course of an investigation will be turned
over to the appropriate collections area within the entity. Monitoring of these
obligations will be performed in accordance with established procedures at that
entity.
INCIDENT
DOCUMENTATION:
Audit and Risk Review Department is responsible for documentation of incidents
that are reported. Because of the confidentiality of such matters, documentation
should not be prepared or maintained outside the Audit and Risk Review
Department except on the instructions of Audit and Risk Review or the Legal
Department.
<PAGE>
[OBJECT OMITTED]
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Chapter Document Number
CORPORATE OBJECTIVES AND STANDARDS CPP-102-2
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Section Revised Date
CODE OF CONDUCT 12/8/95
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Subject Page Number
Obeying Laws and Regulations 5 of 4
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Issuing Department
Legal Affairs
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<PAGE>
OVERVIEW:
In business, a conflict of interest is generally defined as a single person or
entity having two or more interests that are inconsistent. You should not cause
Mellon or yourself to have a conflict of interest. You should be particularly
sensitive to situations involving family or household members. In your case, a
conflict of interest occurs when you allow any interest, activity or influence
outside of Mellon to:
o influence your judgment when acting on behalf of Mellon
o compete against Mellon in any business activity
o divert business from Mellon
o diminish the efficiency with which you perform your regular duties
o harm or impair Mellon's financial or professional reputation; or
o benefit you at the expense of Mellon
As an associate, you are not permitted to participate in any activity that
causes a conflict of interest or gives the appearance of a conflict of interest.
Areas frequently involved in conflicts of interest and examples of prohibited
activities are described below.
If you believe that you have, or may be perceived to have, a conflict of
interest, you must disclose that conflict in writing to the Chief Compliance
Officer. The Chief Compliance Officer must keep copies of all such disclosures.
INVESTMENTS
THAT REQUIRE
APPROVAL:
In addition to the requirements contained in the Confidential Information And
Securities Trading Policies (CPP-903, 1-5), you are required to obtain approval
from the Chief Compliance Officer
o before you invest in a business enterprise if you have responsibilities for
providing services to, or purchasing goods and services from, that business
enterprise on behalf of Mellon; or
o to hold an investment in a business enterprise if you are assigned
responsibility for providing services to, or purchasing goods and services
from, that business enterprise on Mellon's behalf after you have made your
investment.
SELF-DEALING:
To further avoid conflicts of interest, you are restricted from becoming
involved in certain business dealings with Mellon. As an associate, you are
prohibited from:
o directly or indirectly buying assets from (other than assets being offered to
the public or associates generally), or selling assets to, Mellon or any
account for which Mellon acts as a fiduciary unless you have prior consent
from the appropriate officer or you have court or regulatory approval as
required
o representing Mellon in any activity (whether an internal Mellon activity or a
transaction between Mellon and a third party) requiring your judgment or
discretion which affects a person or organization in which you have a material
interest, financial or otherwise. For example, you are prohibited from
representing Mellon in lending money to a relative or close personal friend
because it might impair or appear to impair your professional judgment or the
performance of your duties, or from giving credit approval to loans made by an
associate who is your spouse because it might impact your spouse's incentive
compensation or performance appraisal
o representing any non-Mellon company in any transaction with Mellon that
involves the exercise of discretion by either party
MONITORING
OUTSIDE
ACTIVITIES:
As an associate, you are expected to avoid any outside interest or activity that
will interfere with your duties. Generally, your outside interests or activities
should not:
o significantly encroach on time or attention you devote to your duties
o adversely affect the quality of your work
o compete with Mellon's activities
o involve any significant use of Mellon's equipment, facilities or supplies
o imply Mellon's sponsorship or support (for example, through the use of Mellon
stationery for personal purposes)
o adversely affect the reputation of Mellon
LIMITING
OUTSIDE
EMPLOYMENT:
While an associate, you may not accept outside employment as a representative
who prepares, audits, or certifies statements or documents pertinent to Mellon's
business.
In addition, you must obtain approval from the Chief Compliance Officer before
you accept employment as a broker, contractor or agent who engages in real
estate transactions such as negotiating and selling mortgages for others,
appraising property or collecting rents; or as an attorney, tax or investment
counselor or insurance broker or agent
If you are a Bank associate, you may be prohibited by federal law from
participating in "interlocking affiliations," that is, dual service as an
associate of an organization that is primarily engaged in the issue, flotation,
underwriting, public sale or distribution of stocks, bonds or other securities;
as a director, officer or employee of any commercial bank, banking association,
trust company, savings and loan or savings bank not owned by Mellon; or as a
director or officer of a registered public utility holding company or
subsidiary.
PURCHASING
REAL ESTATE:
Because certain subsidiaries of the Corporation are engaged in real estate
activities, any real estate transaction you make must be scrutinized to make
certain it is not competitive with Mellon activities.
Unless you receive prior approval from the Chief Compliance Officer, or the
purchase is made in a public auction in which Mellon is not competing, you
should not directly or indirectly:
o purchase commercial real estate from, or sell it to, a current or known
potential Mellon customer
o purchase any real estate with a mortgage on which Mellon is foreclosing or on
which you know Mellon is planning to foreclose
o bid on or purchase any real estate that you know Mellon is considering or is
likely to consider purchasing
ACCEPTING
HONORARIA:
Neither you nor any member of your immediate family may accept cash honoraria
for your public speaking or writing services on Mellon's behalf. If a cash
honorarium is tendered you should donate it to the Mellon Bank Foundation,
request that it be donated to a charity of your choice, or turn it over to the
Finance Department. You may accept noncash honoraria of modest value (not to
exceed $100). You also may accept reimbursement of related expenses subject to
the approval of the Chief Compliance Officer. You should check with the Tax
Group to ensure proper tax treatment.
ACCEPTING
FIDUCIARY
APPOINTMENTS:
A fiduciary appointment is an appointment as an administrator, executor,
guardian, custodian for a minor, trustee or managing agent. Unless you are
acting on behalf of a member of your family or you have obtained approval from
the Chief Compliance Officer, you may not accept a fiduciary or co-fiduciary
appointment. You also may not act as deputy or co-tenant of a safe deposit box,
or act as agent or attorney-in-fact (including signer or co-owner) on a
customer's account.
Even if you are acting on behalf of a family member or receive approval to act
as fiduciary or co-fiduciary, you are expected to follow these guidelines:
o Avoid any representations that you are performing (or have access to) the same
professional services that are performed by a bank.
o Do not accept a fee for acting as co-fiduciary with a bank unless you receive
approval from the board of directors of that bank.
o Do not permit your appointment to interfere with the time and attention you
devote to your job responsibilities.
PARTICIPATING IN
CIVIC AFFAIRS:
You are encouraged to take part in charitable, educational, fraternal or other
civic affairs, as long as such affairs do not interfere or conflict with your
responsibilities at Mellon. However, you should review the requirements of
"SERVING AS OUTSIDE DIRECTOR OR OFFICER" below as they may apply to your
participation in civic affairs. You should not imply Mellon's sponsorship or
support of any outside event or organization without the approval of the Chief
Executive Officer of your entity or the Chief Executive Officer's delegate.
SERVING AS
OUTSIDE DIRECTOR
OR OFFICER:
In view of the potential conflicts of interest and the possible liability for
both Mellon and you, you are urged to be cautious when considering service as an
officer, general partner or director of any non-Mellon entity. Before agreeing
to such service you should review and comply with the Corporate Policy,
CPP-805-1, Serving As A Director/Officer Of An Outside Entity, which requires
approval to hold certain outside offices and directorships. Approvals granted
under this Policy do not constitute requests by Mellon to serve, nor do they
carry with them indemnification. This Policy may be obtained from your
department head or the Finance department.
While you are serving as an officer, general partner or director of an outside
entity, you should:
o not attempt to influence or take part in any vote or decision that may lead to
the use of a Mellon product or service by the outside entity, or result in the
conferring of some special benefit to Mellon by the outside entity and see
that the outside entity's records reflect your abstention
o relinquish any responsibility you may have for any Mellon relationship with
the outside entity
o be satisfied that the outside entity conducts its affairs lawfully, ethically
and in accordance with prudent management and financial practices
o comply with the annual approval requirements as detailed in CPP-805-1, Serving
As A Director/Officer Of An Outside Entity.
Any employee serving as a treasurer of a public organization such as a school
district, borough or other similar governmental entity, must consult Legal
Affairs for further guidelines.
PARTICIPATING
IN POLITICAL
ACTIVITIES:
Mellon encourages you to keep informed concerning political issues and
candidates and to take an active interest in political affairs. If you do
participate in any political activity, however, you may not act as a
representative of Mellon unless you are specifically authorized in writing to do
so by the Chief Executive Officer of the Corporation.
PARTICIPATING
IN POLITICAL
ACTIVITIES:
As explained in CPP-102-2, Obeying Laws and Regulations, it is unlawful to use
Corporate funds or assets in connection with federal elections and many states
also restrict the use of corporate funds or assets in connection with state
elections. In accordance with applicable laws, however, Mellon may establish
political action committees for lawful participation in the political process.
The use of Corporate funds or assets in connection with state elections may not
be made without prior approval of Legal Affairs.
DEALING WITH
CUSTOMERS AND
SUPPLIERS:
In your dealings with customers and suppliers, situations sometimes occur that
may create a conflict of interest or the appearance of a conflict of interest.
To avoid such conflicts, Corporate Policies were developed in the areas listed
below:
Gifts and Entertainment - Under the Bank Bribery Act, you may not offer or
accept gifts or other items of value under circumstances intended to influence
you, a customer or supplier in conducting business. Items of value include
money, securities, business opportunities, goods, services, discounts on goods
or services, entertainment, food or drink. (See CPP-102-2, Obeying Laws and
Regulations.) Employees of NASD members should check NASD rules, which in some
instances are more restrictive. Under the Bank Bribery Act, you may not:
o solicit for yourself or for a third party (other than Mellon) anything of
value from anyone in return for any Mellon business, service or confidential
information
o give cash gifts to, or accept cash gifts from, a customer, supplier or person
to who you refer business o use your position at Mellon to obtain anything of
value from a customer, supplier or person to whom you refer business
o accept gifts under a will or trust instrument of a customer unless you have
the prior approval of the Chief Compliance Officer; or
o except as provided below, accept anything of value (other than earned salary,
wages and fees) from anyone in connection with Mellon business.
DEALING WITH
CUSTOMERS AND
SUPPLIERS:
The business practices listed below do not create the risk of corruption or
breach of trust to Mellon and are permissible. Accordingly, you may accept:
o gifts, gratuities, amenities or favors based on obvious family or personal
relationships (such as those between an associate's parents, children or
spouse) where the circumstances make it clear that those relationships--rather
than Mellon business--are the motivating factors
o meals, refreshments, travel arrangements or accommodations, or entertainment
of reasonable value and in the course of a meeting or other occasion held for
business discussions, provided that the expenses would be paid by Mellon as a
reasonable business expense
o loans from other banks or financial institutions on customary terms to finance
proper and usual associate activities (such as home mortgage loans) except
where prohibited by law
o advertising or promotional material, such as pens, pencils, note pads, key
chains, calendars and similar items having a value of less than $100
o discounts or rebates on merchandise or services that do not exceed those
available to other customers o gifts which have a value of less than $100 and
are related to commonly recognized events or occasions, such as a promotion,
conference, sports outing, new job, wedding, retirement or holiday
o charitable, educational or religious organization awards for recognition of
service and accomplishment
DEALING WITH
CUSTOMERS AND
SUPPLIERS:
If you receive or anticipate receiving something of value from a supplier,
customer or person to whom you refer business in a situation that is not
specifically permitted by this Code, you must notify the Chief Compliance
Officer in writing of the circumstances. You may not accept the item (or must
return it if you have already received it) unless you receive approval from the
Chief Compliance Officer. The Chief Compliance Officer will approve or deny
requests based upon the reasonableness of the circumstances and whether the
circumstances pose a threat to Mellon's integrity. The Chief Compliance Officer
will maintain copies or records of all requests and responses.
Entertainment, gifts or prizes given to customers or suppliers by associates
should be appropriate for the circumstances and constitute necessary and
incidental Mellon business expenses, it is your responsibility to see that your
expense diary is accurate and reflects only appropriate business expenses. In
dealing with employees of other banks or bank holding companies, you should be
aware that gifts or prizes given to those employees are subject to the Bank
Bribery Law and that the Bank Bribery Law applies to both givers and recipients.
Borrowing from Customers - You are not permitted to borrow from or lend your
personal funds to Mellon customers, brokers or suppliers. Credit transactions in
customers' normal course of business and on regular terms (for example,
transacting business with a recognized lending institution or charging items at
a department store) are not included in this restriction.
Giving Advice to Customers - Unless your regular Corporate duties specifically
permit, you may not give legal, tax or investment advice to customers.
Legal Advice - You may be asked by a customer to make a statement regarding the
legal implications of a proposed transaction. You cannot give legal advice to
customers. Be sure, therefore, that nothing you say might be interpreted as
legal advice.
DEALING WITH
CUSTOMERS AND
SUPPLIERS:
Tax And Investment Advice - You may not advise customers on matters concerning
tax problems, tax return preparation or investment decisions.
Recommending Professional Services - Customers and others may ask your help to
find qualified professional people or firms. Unless you name several candidates
without indicating favoritism, you may not recommend attorneys, accountants,
insurance brokers or agents, stock brokers, real estate agents, etc., to
customers, associates or others. Under no circumstances may you make a
recommendation if you expect to benefit.
<PAGE>
[OBJECT OMITTED]
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Chapter Document Number
CORPORATE OBJECTIVES AND STANDARDS CPP-102-4
--------------------------------------------------------------------------------
Section Revised Date
CODE OF CONDUCT 12/8/95
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Subject Page Number
Respecting Confidential Information 5 of 4
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Issuing Department
Legal Affairs
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OVERVIEW:
The Confidential Information and Securities Trading Policies (CPP-903, 1-5)
establishes guidelines to protect confidential information about Mellon, its
customers and others with whom it does business. These guidelines are summarized
below.
As an associate, you may have knowledge, reports or statements about Mellon's
business or possess confidential information about the private and business
affairs of Mellon's customers and suppliers. Such information is privileged and
must be held in the strictest confidence.
Confidential information is to be used only for Corporate purposes. Under no
circumstances may you use such information for personal gain or pass it on to
any person outside Mellon, including family or friends, or even to other
associates who do not need such information to perform their jobs or to provide
services to or for Mellon.
NEWS MEDIA
COMMUNICATIONS:
Any communications or disclosures of information to the news media must be done
by or with the approval of the Mellon Media Relations/Corporate Affairs area.
All media inquiries should be directed to the Media Relations/Corporate Affairs
area.
INFORMATION
OBTAINED
FROM BUSINESS
RELATIONS:
You may possess confidential information about those with whom Mellon has
business relations. If released, such information could have a significant
effect on their operations, their business reputations or the market price of
their securities. Disclosing such information could expose both you and Mellon
to liability for damages.
MELLON FINAN
INFORMATION:
Financial information about Mellon is confidential unless it has been published
in reports to shareholders or has been made otherwise available to the public.
It is the policy of the Corporation to disclose all material corporate
information to the public in such a manner that all those who are interested in
the Corporation and its securities have equal access to the information. Except
as required by law or approved by the Finance Department, financial information
is not to be released to any person or organization. If you have any questions
about disclosing financial information, contact the head of the Finance
Department.
MELLON
EXAMINATION
INFORMATION:
Banks and some other subsidiaries are periodically reviewed by regulatory
examiners. Certain reports made by those regulatory agencies are the property of
those agencies and are strictly confidential. Giving information from those
reports to anyone not officially connected with Mellon is a criminal offense.
MELLON
PROPRIETARY
INFORMATION:
Certain nonfinancial information developed by Mellon, such as business plans,
customer lists, methods of doing business, computer software, source codes,
databases and related documentation, is valuable information that is proprietary
and confidential. You are not to disclose it to anyone outside or inside Mellon
who does not have a need to know such information. This obligation survives your
employment with Mellon. Associates are prohibited from using Corporate time,
resources and assets (including Mellon proprietary information) for personal
gain. Mellon has proprietary rights in any materials, products or services that
you create which relates to your work at Mellon, that use Mellon resources
(equipment, etc.) or that are created during your regular work hours. You must
disclose such materials, products or services to Mellon.
ELECTRONIC
INFORMATION:
E-mail, voice mail and communications systems are intended for Mellon business
use only. Files created on these systems are subject to review and inspection by
management. You should not expect messages sent on these systems to be treated
as private or confidential. You should limit the transmission of highly
sensitive information on those systems. Messages created in these systems should
be in compliance with the Corporate Policy on Document Creation and Retention
(CPP-111-2). For more detailed information on use of these systems, see the
Corporate Policy on E-Mail Creation and Retention (CPP-111-3).
INFORMATION
SECURIT
SYSTEMS:
If you have access to Mellon information systems, you are responsible for taking
precautions necessary to prohibit unauthorized entry to the system. You should
safeguard your passwords or other means of entry.
COMPUTER
SOFTWARE:
Computer software is to be used on Mellon business only and must be used in
accordance with the terms of the licensing agreement. No copying of software is
permitted except in accordance with the licensing agreement.
INSIDER
INFORMATION:
Insider information is material, nonpublic information relating to securities
issued by any corporation. Information is considered "material" if it is
important enough to affect the judgment of investors about whether to buy, sell,
or hold stock or to influence the markets price of the stock.
The courts have ruled that insider information about securities must be made
public before anyone possessing it can trade or recommend the purchase or sale
of the securities concerned. Under federal and state securities laws, you,
Mellon, and the person who receives the information could be held legally
responsible for misusing insider information.
Obviously, the insider information rule is very difficult to apply in given
circumstances. Associates must be extremely cautious in discussing Corporate
information with any person outside of Mellon or in using information obtained
at Mellon in making personal investment decisions. If you have any doubts about
whether an item is insider information or whether it has been or should be
revealed, consult Legal Affairs.
"CHINESE WALL"
POLICY:
To facilitate compliance with the prohibition on trading in securities while in
possession of insider information, diversified financial services organizations,
including Mellon, have adopted "Chinese Wall" policies. The Chinese Wall
separates the business units or associates likely to receive insider information
from the business units or associates that trade in securities or provide
investment advice.
Mellon's "Chinese Wall" policy is contained in the Confidential Information and
Securities Trading Policies (CPP-903, 1-5) and establishes rules restricting the
flow of information within Mellon to investment personnel; procedures to be used
by investment personnel to obtain information from other departments or division
of Mellon Banks or from other Mellon subsidiaries; and procedures for reporting
the receipt of material nonpublic information by investment personnel
You must know this policy, particularly if you work in an area that handles
investment decisions or if you supply or might be asked to supply information to
associates in such areas. Under no circumstances should you receive or pass on
information that may create a conflict of interest or interfere with a fiduciary
obligation of Mellon.
<PAGE>
[OBJECT OMITTED]
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Chapter Document Number
CORPORATE OBJECTIVES AND STANDARDS CPP-110-2
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Section Revised Date
SERVICE AGREEMENTS 2/16/99
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Subject Page Number
Agreements with Vendors and Service Providers 1 of 7
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Issuing Department
Human Resources
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