SFG293C
Rev: 5/1/00
CODE OF ETHICS FOR
SIGNATURE BROKER-DEALER SERVICES, INC.
Signature Broker-Dealer Services, Inc. and its affiliates (collectively
"SBDS"), have each adopted this Code of Ethics (the "Code") to specify and
prohibit certain types of personal securities transactions deemed to create a
conflict of interest and to establish reporting requirements and preventive
procedures pursuant to the provisions of Rule 17j-1(c)(1) under the Investment
Company Act of 1940 (the "1940 Act").
I. DEFINITIONS
A. An "Access Person" means any employee, Director or officer of
SBDS who, in the ordinary course of his or her business, makes,
participates in or obtains information regarding the purchase or
sale of Covered Securities for a Fund for which SBDS acts as
distributor or whose functions or duties as a part of the
ordinary course of his or her business relate to the making of
any recommendation to such Fund regarding the purchase or sale of
securities or who serves as an officer or Trustee/Director for
any such Fund All Access Persons of SBDS shall be advised they
are considered such by the Review Officer.
B. "Beneficial Ownership" shall be interpreted subject to the
provisions of Rule 16a-1(a) (exclusive of Section (a)(1) of such
Rule) of the Securities Exchange Act of 1934, a copy of which is
attached hereto.
"Control" shall have the same meaning as set forth in Section 2(a)(9)
of the 1940 Act.
D. "Covered Security" means a security as defined in section
2(a)(36) of the Act, except that it does not include:
1. Direct obligations of the Government of the United States;
2. Bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements; and
3. Shares issued by open-end Funds.
E. A "Covered Security Held or to be Acquired by a Fund" means:
1. Any Covered Security which, within the most recent 15 days:
(a) Is or has been held by the Fund; or
(b) Is being or has been considered by the Fund or
its investment adviser for purchase by the Fund;
and
2. Any option to purchase or sell, and any security convertible
into or exchangeable for, a Covered Security described in (i)
of this section.
F. "Fund" means an investment company registered under the 1940 Act.
G. "Holdings Reports" are reports filed by Access Persons and contain the
following information:
1. the title, number of shares and principal amount of each Covered
Security in which the Access Person has any direct or indirect
beneficial ownership; and
2. the name of any broker, dealer or bank with whom the Access Person
maintained an account in which any securities were held for the direct
or indirect benefit of the Access Person; and
3. the date the report is submitted by the Access Person.
H. The "Review Officer" is the person designated by SBDS' Board of
Directors to monitor the overall compliance with this Code.
Included in the duties of the Review Officer is the review of all
initial and annual Holdings Reports and quarterly transaction
reports and the maintenance of the list of Access Persons. In the
absence of any such designation, the Review Officer shall be the
General Counsel of SBDS or Molly S. Mugler.
I. "Purchase or sale of a Covered Security" includes, among other
things, the writing of an option to purchase or sell a Covered
Security
II. STATEMENT OF GENERAL PRINCIPLES
The following general fiduciary principles shall govern the personal
investment activities of all Access Persons.
Each Access Person shall:
A. at all times, place the interests of Funds SBDS distributes
before his or her personal interests;
B. conduct all personal securities transactions in a manner
consistent with this Code, so as to avoid any actual or potential
conflicts of interest, or an abuse of position of trust and
responsibility; and
C. not take any inappropriate advantage of his or her position with
SBDS with respect to any Fund SBDS distributes.
It is unlawful for any affiliated person of or principal underwriter for a
Fund, or any affiliated person of a principal underwriter for a Fund, in
connection with the purchase or sale, directly or indirectly, by the person
of a Covered Security Held or to be Acquired by the Fund: (1) To employ any
device, scheme or artifice to defraud the Fund; (2) To make any untrue
statement of a material fact to the Fund or omit to state a material fact
necessary in order to make the statements made to the Fund, in light of the
circumstances under which they are made, not misleading; (3) To engage in
any act, practice or course of business that operates or would operate as a
fraud or deceit on the Fund; or (4) To engage in any manipulative practice
with respect to the Fund.
III. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES.
A. Blackout Periods
No Access Person shall purchase or sell, directly or indirectly,
any Covered Security in which he or she has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership
on a day during which he or she knows or should have known a Fund
has a pending "buy" and "sell" order in that same security until
that order is executed or withdrawn.
B. Exempted Transactions
The prohibitions of Section III shall not apply to:
1. purchases or sales effected in any account over which the
Access Person has no direct or indirect influence or
control;
2. purchases or sales that are non-volitional on the part of
the Access Person, including mergers, recapitalizations or
similar transactions;
3. purchases which are part of an automatic dividend
reinvestment plan;
4. purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its
securities, to the extent such rights were acquired from
such issuer, and sales of such rights so acquired; and
5. purchases and sales that receive prior approval in writing
by the Review Officer as (a) only remotely potentially
harmful to a Fund because they would be very unlikely to
affect a highly institutional market, (b) clearly not
economically related to the securities to be purchased or
sold or held by a Fund or client, and (c) not representing
any danger of the abuses proscribed by Rule 17j-1, but only
if in each case the prospective purchaser has identified to
the Review Officer all factors of which he or she is aware
which are potentially relevant to a conflict of interest
analysis, including the existence of any substantial
economic relationship between his or her transaction and
securities held or to be held by a Fund.
IV. COMPLIANCE PROCEDURES
A. Reporting
1. Quarterly Transaction Reports
(a) Coverage of Quarterly Transaction Reports: Each
Access Person shall, unless otherwise exempted, file
with the Review Officer confidential quarterly
reports containing the information required in
section (b) below, with respect to all transactions
during the preceding quarter in any Covered
Securities in which such person has, or by reason of
such transaction acquires, any direct or indirect
beneficial ownership. All such Access Persons shall
file reports, even when no transactions have been
effected, representing that no transactions subject
to reporting requirements were effected.
(b) Filing of Quarterly Transaction Reports: Every report
shall be made no later than 10 days after the end of
the calendar quarter in which the transaction to
which the report relates was effected, and shall
contain the following information:
(i) the date of the transaction, the title, the
interest rate and maturity (if applicable),
the number of shares, and the principal
amount of each Covered Security involved;
(ii) the nature of the transaction (i.e.,
purchase, sale or any other type of
acquisition or disposition);
(iii) the price at which the transaction was
effected;
(iv) the name of the broker, dealer or bank with
or through whom the transaction was
effected;
(v) the date that the report is submitted by the
Access Person; and
(vi) with respect to any account established by
the Access Person in which securities were
held during the quarter for the direct or
indirect benefit of the Access Person, the
name of the broker, dealer or bank with whom
the Access Person established the account,
the date the account was established and the
date the report is submitted by the Access
Person.
(c) Broker Confirmations/Account Statements: An Access
Persons may direct his or her brokers to supply the
Review Officer on a timely basis, duplicate copies of
confirmations of all personal transactions in Covered
Securities. An Access Person need not make a
quarterly transaction report if the report would
duplicate information contained in duplicate
information contained in broker trade confirmations
or account statements received by the Review Officer
in the time period required if all the information
required is contained in the broker trade
confirmations or account statements or in the records
of the Review Officer.
2. Initial Holdings Reports: All persons who become Access
Persons must file an initial Holdings Report with the
Review Officer within ten days after that person becomes an
Access Person. The information contained in the initial
Holdings Report must be current as of the date the person
became and Access Person.
3. Annual Holdings Reports: All Access Persons, unless
exempted, must file an annual Holdings Report by the later
of September 1 of each year or such earlier time as
requested by the Review Officer. The information contained
in the annual Holdings Report must be current as of a date
no more than 30 days before the report is submitted.
4. Exceptions from Reporting Requirements: No Access Person
shall be required to report transactions effected for any
account over which such Access Person has no direct or
indirect influence or control (except that such an Access
Person must file a written certification stating that he or
she has no direct or indirect influence or control over the
account in question).
B. Review
The Review Officer shall be responsible for reviewing
transactions. Before making a determination that a violation has
been committed by an Access Person, the Review Officer shall give
such person an opportunity to supply additional information
regarding the transaction in question.
V. REVIEW BY THE PRESIDENT
At least annually, the Review Officer shall report to the President
regarding:
A. All existing procedures concerning Access Persons' personal
trading activities and any procedural changes made during the
past year;
B. Any recommended changes to the Code or procedures; and
C. A summary of any violations which occurred during the past
year with respect to which significant remedial action was taken.
VI. SANCTIONS FOR VIOLATIONS BY ACCESS PERSONS
If the Review Officer determines that a violation of this Code has
occurred, he or she shall so advise the President who may advise the
Board of Directors and the President or the Board may impose such
sanctions as he or she or it deems appropriate, including, inter alia,
disgorgement of profits, censure, suspension or termination of the
employment of the violator. All material violations of the Code and any
sanctions imposed as a result thereto shall be reported periodically to
the Board of Directors of SBDS and the Board of Directors/Trustees of
the Funds for which SBDS acts as Distributor.
VII. MISCELLANEOUS
A. Access Persons
The Review Officer will identify all Access Persons who are under
a duty to make reports to SBDS and will inform such persons of
such duty. Any failure by the Review Officer to notify any person
of his or her duties under this Code shall not relieve such
person of his or her obligations hereunder.
B. Records
SBDS shall maintain records in the manner and to the extent set
forth below, which records may be maintained on microfilm under
the conditions described in Rule 31a-2(f) under the 1940 Act, and
shall be available for examination by representatives of the
Securities and Exchange Commission ("SEC"):
1. a copy of this Code and any other code which is, or at any
time within the past five years has been, in effect shall
be preserved in an easily accessible place;
2. a record of any violation of this Code and of any action
taken as a result of such violation shall be preserved in
an easily accessible place for a period of not less than
five years following the end of the fiscal year in which
the violation occurs;
3. a copy of each report made pursuant to this Code shall be
preserved for a period of not less than five years from the
end of the fiscal year in which it is made, the first two
years in an easily accessible place; and
4. a list of all persons who are required, or within the past
five years have been required, to make reports pursuant to
this Code shall be maintained in an easily accessible
place.
C. Confidentiality
All reports of Covered Securities transactions and any other
information filed pursuant to this Code shall be treated as
confidential, except to the extent required by law.
D. Interpretation of Provisions
The Board of Directors of SBDS may from time to time adopt such
interpretations of this Code as it deems appropriate.
SFG293c
<PAGE>
SFG293c
SIGNATURE BROKER-DEALER SERVICES, INC. AND ITS AFFILIATES
TRANSACTIONS REPORT
To: Molly S. Mugler, Senior Legal Counsel
From:
(Your Name)
This Transaction Report (the "Report") is submitted pursuant to the
Code of Ethics (the "Code") of Signature Broker-Dealer Services, Inc. and its
affiliates ("SBDS") and supplies (below) information with respect to
transactions in any security in which I may be deemed to have, or by reason of
such transaction acquire, any direct or indirect beneficial ownership interest
(whether or not such security is a security held or to be acquired by an
investment company administered or distributed by SBDS) for the calendar quarter
ended .
Unless the context otherwise requires, all terms used in the Report
shall have the same meaning as set forth in the Code. For purposes of the
Report, beneficial ownership shall be interpreted subject to the provisions of
the Code and Rule 16a-1(a) (exclusive of Section (a)(1) of such Rule) of the
Securities Exchange Act of 1934.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Nature of
Transaction
(Whether Name of the
Purchase, Principal Broker, Dealer
Sale, or Amount of Price at Or Bank with
Other Type of Securities Which the Whom the Nature of
Name of Title of Date of Disposition Acquired or Transaction Transaction Ownership of
Fund Securities Transaction Or Acquisition Disposed of Was Effected Was Effected Securities*
Name of Covered Securities Account Established in Last Quarter Date Account was Established
I HEREBY CERTIFY THAT I (1) HAVE READ AND UNDERSTAND THE CODE OF SBDS,
(2) RECOGNIZE THAT I AM SUBJECT TO THE CODE, (3) HAVE DISCLOSED ALL SECURITIES
HOLDINGS AS REQUIRED, AND (4) THAT TO THE BEST OF MY KNOWLEDGE THE INFORMATION
FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
NAME (Print) _____________________________ DATE ____________________
SIGNATURE _________________________________________________
* If appropriate, you may disclaim beneficial ownership of any security listed in this report.
[ ] Check here if you have arranged for duplicate confirmation statements to be sent to the
Review Officer. If so, no other information is required on this form.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE BROKER-DEALER SERVICES, INC.
ACCESS PERSONS AS OF MARCH 31, 2000
<S> <C> <C> <C>
Name Date Became Reason Designated as Access Person
Access Person
------------------------------------ ----------------- ---------------------------------------------------------------
Molly S. Mugler Pre-2000 Officer of 59 Wall Street Funds, CitiFunds
------------------------------------ ----------------- ---------------------------------------------------------------
------------------------------------ ----------------- ---------------------------------------------------------------
Philip W. Coolidge Pre-2000 Officer of 59 Wall Street Funds, CitiFunds
------------------------------------ ----------------- ---------------------------------------------------------------
------------------------------------ ----------------- ---------------------------------------------------------------
Christine D. Dorsey Pre-2000 Officer of 59 Wall Street Funds, CitiFunds
------------------------------------ ----------------- ---------------------------------------------------------------
------------------------------------ ----------------- ---------------------------------------------------------------
James E. Hoolahan Pre-2000 Officer of 59 Wall Street Funds, CitiFunds
------------------------------------ ----------------- ---------------------------------------------------------------
------------------------------------ ----------------- ---------------------------------------------------------------
Linwood C. Downs Pre-2000 Officer of CitiFunds
------------------------------------ ----------------- ---------------------------------------------------------------
------------------------------------ ----------------- ---------------------------------------------------------------
Susan Jakuboski Pre-2000 Officer of 59 Wall Street Funds, Citifunds
------------------------------------ ----------------- ---------------------------------------------------------------
</TABLE>
