EX-99-p11 CODE ETH.
PERSONAL INVESTMENT POLICY
FOR
SSB CITI ASSET MANAGEMENT GROUP - NORTH AMERICA
AND CERTAIN REGISTERED INVESTMENT COMPANIES
SSB Citi Asset Management Group ("SSB Citi")1, and those U.S.-registered
investment companies advised or managed by SSB Citi that have adopted this
policy ("Funds"), have adopted this policy on securities transactions in order
to accomplish two goals: first, to minimize conflicts and potential conflicts of
interest between employees of SSB Citi and SSB Citi's clients (including the
Funds), and between Fund directors or trustees and their Funds, and second, to
provide policies and procedures consistent with applicable law, including Rule
17j-1 under the Investment Company Act of 1940, to prevent fraudulent or
manipulative practices with respect to purchases or sales of securities held or
to be acquired by client accounts. All U.S. employees of SSB Citi, including
employees who serve as Fund officers or directors, and all directors or trustees
("directors") of each Fund, are Covered Persons under this policy. Other Covered
Persons are described in Section II below.
I. Statement of Principles - All SSB Citi employees owe a fiduciary duty to
SSB Citi's clients when conducting their personal investment transactions.
Employees must place the interests of clients first and avoid activities,
interests and relationships that might interfere with the duty to make
decisions in the best interests of the clients. All Fund directors owe a
fiduciary duty to each Fund of which they are a director and to that Fund's
shareholders when conducting their personal investment transactions. At all
times and in all matters Fund directors shall place the interests of their
Funds before their personal interests. The fundamental standard to be
followed in personal securities transactions is that Covered Persons may
not take inappropriate advantage of their positions.
All personal securities transactions by Covered Persons shall adhere to the
requirements of this policy and shall be conducted in such a manner as to
avoid any actual or potential conflict of interest, the appearance of such
a conflict, or the abuse of the person's position of trust and
responsibility. While this policy is designed to address both identified
conflicts and potential conflicts, it cannot possibly be written broadly
enough to cover all potential situations. In this regard, Covered Persons
are expected to adhere not only to the letter, but also the spirit of the
policies contained herein.
Employees are reminded that they also are subject to other Citigroup
policies, including policies on insider trading, the purchase and sale of
securities listed on any applicable SSB Citi restricted list, the receipt
of gifts and service as a director of a publicly traded company. Employees
must never trade in a security or commodity while in possession of
material, non-public information about the issuer or the market for those
securities or commodities, even if the employee has satisfied all other
requirements of this policy.
The reputation of SSB Citi and its employees for straightforward practices
and integrity is a priceless asset, and all employees have the duty and
obligation to support and maintain it when conducting their personal
securities transactions.
II. Applicability - SSB Citi Employees - This policy applies to all U.S.
employees of SSB Citi, including part-time employees. Each employee,
including employees who serve as Fund officers or directors, must comply
with all of the provisions of the policy applicable to SSB Citi employees
unless otherwise indicated. Certain employees are considered to be
"investment personnel" (i.e., portfolio managers, traders and research
analysts (and each of their assistants)), and as such, are subject to
certain additional restrictions outlined in the policy. All other employees
of SSB Citi are considered to be "advisory personnel."
Generally, temporary personnel and consultants working in any SSB Citi
business are subject to the same provisions of the policy as full-time
employees, and their adherence to specific requirements will be addressed
on a case-by-case basis.
The personal investment policies, procedures and restrictions referred to
herein also apply to an employee's spouse and minor children. The policies
also apply to any other account over which the employee is deemed to have
beneficial ownership. This includes: accounts of any immediate family
members sharing the same household as the employee; accounts of persons or
other third parties for whom the employee exercises investment discretion
or gives investment advice; a legal vehicle in which the employee has a
direct or indirect beneficial interest and has power over investment
decisions; accounts for the benefit of a third party (e.g., a charity)
which may be directed by the employee (other than in the capacity of an
employee); and any account over which the employee may be deemed to have
control. For a more detailed description of beneficial ownership, see
Exhibit A attached hereto.
These policies place certain restrictions on the ability of an employee to
purchase or sell securities that are being or have been purchased or sold
by an SSB Citi managed fund or client account. The restrictions also apply
to securities that are "related" to a security being purchased or sold by
an SSB Citi managed fund or client account. A "related security" is one
whose value is derived from the value of another security (e.g., a warrant,
option or an indexed instrument).
Fund Directors - This policy applies to all directors of Funds that have
adopted this policy. The personal investment policies, procedures and
restrictions that specifically apply to Fund directors apply to all
accounts and securities in which the director has direct or indirect
beneficial ownership. See Exhibit A attached hereto for a more detailed
description of beneficial ownership.
Securities are defined as stocks, notes, bonds, closed-end mutual funds,
debentures, and other evidences of indebtedness, including senior debt,
subordinated debt, investment contracts, commodity contracts, futures and
all derivative instruments such as options, warrants and indexed
instruments, or, in general, any interest or instrument commonly known as a
"security."
III. Enforcement - It is the responsibility of each Covered Person to act in
accordance with a high standard of conduct and to comply with the policies
and procedures set forth in this document. SSB Citi takes seriously its
obligation to monitor the personal investment activities of its employees.
Any violation of this policy by employees will be considered serious, and
may result in disciplinary action, which may include the unwinding of
trades, disgorgement of profits, monetary fine or censure, and suspension
or termination of employment. Any violation of this policy by a Fund
director will be reported to the Board of Directors of the applicable Fund,
which may impose such sanctions as it deems appropriate.
IV. Opening and Maintaining Employee Accounts - All employee brokerage
accounts, including spouse accounts, accounts for which the employee is
deemed to have beneficial ownership, and any other accounts over which the
employee and/or spouse exercise control, must be maintained either at
Salomon Smith Barney ("SSB") or at Citicorp Investment Services ("CIS").2
For spouses or other persons who, by reason of their employment, are
required to conduct their securities, commodities or other financial
transactions in a manner inconsistent with this policy, or in other
exceptional circumstances, employees may submit a written request for an
exemption to the Compliance Department. If approval is granted, copies of
trade confirmations and monthly statements must be sent to the Compliance
Department. In addition, all other provisions of this policy will apply.
V. Excluded Accounts and Transactions - The following types of
accounts/transactions need not be maintained at SSB or CIS, nor are they
subject to the other restrictions of this policy:
1. Accounts at outside mutual funds that hold only shares of open-end
funds purchased directly from that fund company. Note: transactions
relating to closed-end funds are subject to the pre-clearance,
blackout period and other restrictions of this policy;
2. Estate or trust accounts in which an employee or related person has a
beneficial interest, but no power to affect investment decisions.
There must be no communication between the account(s) and the employee
with regard to investment decisions prior to execution. The employee
must direct the trustee/bank to furnish copies of confirmations and
statements to the Compliance Department;
3. Fully discretionary accounts managed by either an internal or external
registered investment adviser are permitted and may be custodied away
from SSB and CIS if (i) the employee receives permission from the
Regional Director of Compliance and the unit's Chief Investment
Officer, and (ii) there is no communication between the manager and
the employee with regard to investment decisions prior to execution.
The employee must designate that copies of trade confirmations and
monthly statements be sent to the Compliance Department;
4. Employees may participate in direct investment programs which allow
the purchase of securities directly from the issuer without the
intermediation of a broker/dealer provided that the timing and size of
the purchases are established by a pre-arranged, regularized schedule
(e.g., dividend reinvestment plans). Employees must pre-clear the
transaction at the time that the dividend reinvestment plan is being
set up. Employees also must provide documentation of these
arrangements and direct periodic (monthly or quarterly) statements to
the Compliance Department; and
5. In addition to the foregoing, the following types of securities are
exempted from pre-clearance, blackout periods, reporting and
short-term trading requirements: open-ended mutual funds; open-end
unit investment trusts; U.S. Treasury bills, bonds and notes; mortgage
pass-throughs (e.g. Ginnie Maes) that are direct obligations of the
U.S. government; bankers acceptances; bank certificates of deposit;
commercial paper; and high quality short-term debt instruments
(meaning any instrument that has a maturity at issuance of less than
366 days and that is rated in one of the two highest rating categories
by a nationally recognized statistical rating organization, such as
S&P or Moody's), including repurchase agreements.
VI. Securities Holding Period/Short-Term Trading - Securities transactions must
be for investment purposes rather than for speculation. Consequently,
employees may not profit from the purchase and sale, or sale and purchase,
of the same or equivalent securities within sixty (60) calendar days,
calculated on a First In, First Out (FIFO) basis (i.e., the security may be
sold on the 61st day). Citigroup securities received as part of an
employee's compensation are not subject to the 60-day holding period. All
profits from short-term trades are subject to disgorgement. However, with
the prior written approval of both a Chief Investment Officer and the
Regional Director of Compliance, and only in rare and/or unusual
circumstances, an employee may execute a short-term trade that results in a
significant loss or in break-even status.
VII. Pre-Clearance - All SSB Citi employees must pre-clear all personal
securities transactions (see Section V for a listing of accounts,
transactions and securities that do not require pre-clearance). A copy of
the pre-clearance form is attached as Exhibit B. In addition, employees are
prohibited from engaging in more than twenty (20) transactions in any
calendar month, except with prior written approval from their Chief
Investment Officer, or designee. A transaction must not be executed until
the employee has received the necessary approval. Pre-clearance is valid
only on the day it is given. If a transaction is not executed on the day
pre-clearance is granted, it is required that pre-clearance be sought again
on a subsequent day (i.e., open orders, such as limit orders, good until
cancelled orders and stop-loss orders, must be pre-cleared each day until
the transaction is effected). In connection with obtaining approval for any
personal securities transaction, employees must describe in detail any
factors which might be relevant to an analysis of the possibility of a
conflict of interest. Any trade that violates the pre-clearance process may
be unwound at the employee's expense, and the employee will be required to
absorb any resulting loss and to disgorge any resulting profit.
In addition to the foregoing, the CGAM NA Director of Global Equity
Research, or his designate, must approve all personal securities
transactions for members of the CGAM Research Department prior to
pre-clearance from the Compliance Department as set forth in this section.
Pre-approval by the Director of Research, or his designate, is in addition
to and does not replace the requirement for the pre-clearance of all
personal securities transactions.
VIII.Blackout Periods - No Covered Person shall purchase or sell, directly or
indirectly, any security in which he/she has, or by reason of the
transaction acquires, any direct or indirect beneficial ownership if he/she
has knowledge at the time of such transaction that the security is being
purchased or sold, or is being considered for purchase or sale, by a
managed fund or client account or in the case of a Fund director, by the
director's Fund. In addition, the following Blackout Periods apply to the
categories of SSB Citi employees listed below:
1. Portfolio Managers and Portfolio Manager Assistants - may not buy or
sell any securities for personal accounts seven (7) calendar days
before or after managed funds or client accounts he/she manages trade
in that security.
2. Traders and Trader Assistants - may not buy or sell any securities for
personal accounts three (3) calendar days before or seven (7) calendar
days after managed funds or client accounts he/she executes trades for
trade in that security.
3. Research Analysts and Research Assistants - may not buy or sell any
securities for personal accounts: seven (7) calendar days before or
after the issuance of or a change in any recommendation; or seven (7)
calendar days before or after any managed fund or client account about
which the employee is likely to have trading or portfolio information
(as determined by the Compliance Department) trades in that security.
4. Advisory Personnel (see Section II for details) - may not buy or sell
any securities for personal accounts on the same day that a managed
fund or client account about which the employee is likely to have
trading or portfolio information (as determined by the Compliance
Department) trades in that security.
5. Unit Trust Personnel - all employees assigned to the Unit Trust
Department are prohibited from transacting in any security when a SSB
Citi-sponsored Unit Trust portfolio is buying the same (or a related)
security, until seven business days after the later of the completion
of the accumulation period or the public announcement of the trust
portfolio. Similarly, all UIT employees are prohibited from
transacting in any security held in a UIT (or a related security)
seven business days prior to the liquidation period of the trust.
Employees in categories 1, 2 and 5 above may also be considered
Advisory Personnel for other accounts about which the employee is
likely to have trading or portfolio information (as determined by the
Compliance Department).
Any violation of the foregoing provisions will require the employee's
trade to be unwound, with the employee absorbing any resulting loss
and disgorging any resulting profit. Advisory personnel are subject to
the unwinding of the trade provision; however, they may not be
required to absorb any resulting loss (at the discretion of the
Compliance Department and the employee's supervisor). Please be
reminded that, regardless of the provisions set forth above, all
employees are always prohibited from effecting personal securities
transactions based on material, non-public information.
Blackout period requirements shall not apply to any purchase or sale,
or series of related transactions involving the same or related
securities, involving 500 or fewer shares in the aggregate if the
issuer has a market capitalization (outstanding shares multiplied by
the current price per share) greater than $10 billion and is listed on
a U.S. Stock Exchange or NASDAQ. Note: Pre-clearance is still
required. Under certain circumstances, the Compliance Department may
determine that an employee may not rely upon this "Large Cap/De
Minimis" exemption. In such a case, the employee will be notified
prior to or at the time the pre-clearance request is made.
IX. Prohibited Transactions - The following transactions by SSB Citi
employees are prohibited without the prior written approval from the
Chief Investment Officer, or designee, and the Regional Compliance
Director:
1. The purchase of private placements; and
2. The acquisition of any securities in an initial public offering (new
issues of municipal debt securities may be acquired subject to the
other requirements of this policy (e.g., pre-clearance).)
X. Transactions in Options and Futures - SSB Citi employees may buy or sell
derivative instruments such as individual stock options, options and
futures on indexes and options and futures on fixed-income securities, and
may buy or sell physical commodities and futures and forwards on such
commodities. These transactions must comply with all of the policies and
restrictions described in this policy, including pre-clearance, blackout
periods, transactions in Citigroup securities and the 60-day holding
period. However, the 60-day holding period does not apply to individual
stock options that are part of a hedged position where the underlying stock
has been held for more than 60 days and the entire position (including the
underlying security) is closed out.
XI. Prohibited Recommendations - No Covered Person shall recommend or execute
any securities transaction by any managed fund or client account, or, in
the case of a Fund director, by the director's Fund, without having
disclosed, in writing, to the Chief Investment Officer, or designee, any
direct or indirect interest in such securities or issuers, except for those
securities purchased pursuant to the "Large Cap/De Minimis" exemption
described in Section VIII above. Prior written approval of such
recommendation or execution also must be received from the Chief Investment
Officer, or designee. The interest in personal accounts could be in the
form of:
1. Any direct or indirect beneficial ownership of any securities of such
issuer;
2. Any contemplated transaction by the person in such securities;
3. Any position with such issuer or its affiliates; or
4. Any present or proposed business relationship between such issuer or
its affiliates and the person or any party in which such person has a
significant interest.
XII. Transactions in Citigroup Securities - Unless an SSB Citi employee is a
member of a designated group subject to more restrictive provisions, or is
otherwise notified to the contrary, the employee may trade in Citigroup
securities without restriction (other than the pre-clearance and other
requirements of this policy), subject to the limitations set forth below.
Employees whose jobs are such that they know about Citigroup's quarterly
earnings prior to release may not engage in any transactions in Citigroup
securities during the "blackout periods" beginning on the first day of a
calendar quarter and ending on the second business day following the
release of earnings for the prior quarter. Members of the SSB Citi
Executive Committee and certain other senior SSB Citi employees are subject
to these blackout periods.
Stock option exercises are permitted during a blackout period (but the
simultaneous exercise of an option and sale of the underlying stock is
prohibited). With regard to exchange traded options, no transactions in
Citigroup options are permitted except to close or roll an option position
that expires during a blackout period. Charitable contributions of
Citigroup securities may be made during the blackout period, but an
individual's private foundation may not sell donated Citigroup common stock
during the blackout period. "Good `til cancelled" orders on Citigroup stock
must be cancelled before entering a blackout period and no such orders may
be entered during a blackout period.
No employee may engage at any time in any personal transactions in
Citigroup securities while in possession of material non-public
information. Investments in Citigroup securities must be made with a
long-term orientation rather than for speculation or for the generation of
short-term trading profits. In addition, please note that employees may not
engage in the following transactions:
Short sales of Citigroup securities;
Purchases or sales of options ("puts" or "calls") on Citigroup
securities, except writing a covered call at a time when the
securities could have been sold under this policy;
Purchases or sales of futures on Citigroup securities; or
Any transactions relating to Citigroup securities that might
reasonably appear speculative.
The number of Citigroup shares an employee is entitled to in the
Citigroup Stock Purchase Plan is not treated as a long stock position
until such time as the employee has given instructions to purchase the
shares of Citigroup. Thus, employees are not permitted to use options
to hedge their financial interest in the Citigroup Stock Purchase
Plan.
Contributions into the firm's 401(k) Plan are not subject to the
restrictions and prohibitions described in this policy.
XIII. Acknowledgement and Reporting Requirements - SSB Citi Employees - All
new SSB Citi employees must certify that they have received a copy of
this policy, and have read and understood its provisions. In addition,
all SSB Citi employees must:
1. Acknowledge receipt of the policy and any modifications thereof, in
writing (see Exhibit C for the form of Acknowledgement);
2. Within 10 days of becoming an SSB Citi employee, disclose in writing
all information with respect to all securities beneficially owned and
any existing personal brokerage relationships (employees must also
disclose any new brokerage relationships whenever established). Such
information should be provided on the form attached as Exhibit D;
3. Direct their brokers to supply, on a timely basis, duplicate copies of
confirmations of all personal securities transactions (Note: this
requirement may be satisfied through the transmission of automated
feeds);
4. Within 10 days after the end of each calendar quarter, provide
information relating to securities transactions executed during the
previous quarter for all securities accounts (Note: this ----
requirement may be satisfied through the transmission of automated
feeds);
5. Submit an annual holdings report containing similar information that
must be current as of a date no more than 30 days before the report is
submitted, and confirm at least annually all brokerage relationships
and any and all outside business affiliations (Note: this requirement
may be satisfied through the transmission of automated feeds or the
regular receipt of monthly brokerage statements); and
6. Certify on an annual basis that he/she has read and understood the
policy, complied with the requirements of the policy and that he/she
has pre-cleared and disclosed or reported all personal securities
transactions and securities accounts required to be disclosed or
reported pursuant to the requirements of the policy.
Fund Directors - Fund Directors shall deliver the information required
by Items 1 through 4 of the immediately preceding paragraph, except
that a Fund director who is not an "interested person" of the Fund
within the meaning of Section 2(a)(19) of the Investment Company Act
of 1940, and who would be required to make reports solely by reason of
being a Fund Director, is not required to make the initial and annual
holdings reports required by Item 2. Also, a "non-interested" Fund
Director need not supply duplicate copies of confirmations of personal
securities transactions required by Item 3, and need only make the
quarterly transactions reports required by Item 3 as to any security
if at the time of a transaction by the Director in that security,
he/she knew or in the ordinary course of fulfilling his/her official
duties as a Fund Director should have known that, during the 15-day
period immediately preceding or following the date of that
transaction, that security is or was purchased or sold by that
Director's Fund or was being considered for purchase or sale by that
Director's Fund.
Disclaimer of Beneficial Ownership - The reports described in Items 2
and 3 above may contain a statement that the reports shall not be
construed as an admission by the person making the reports that he/she
has any direct or indirect beneficial ownership in the securities to
which the reports relate.
XIV. Handling of Disgorged Profits - Any amounts that are paid/disgorged by an
employee under this policy shall be donated by SSB Citi to one or more
charities. Amounts donated may be aggregated by SSB Citi and paid to such
charity or charities at the end of each year.
XV. Confidentiality - All information obtained from any Covered Person pursuant
to this policy shall be kept in strict confidence, except that such
information will be made available to the Securities and Exchange
Commission or any other regulatory or self-regulatory organization or to
the Fund Boards of Directors to the extent required by law, regulation or
this policy.
XVI. Other Laws, Rules and Statements of Policy - Nothing contained in this
policy shall be interpreted as relieving any person subject to the policy
from acting in accordance with the provision of any applicable law, rule or
regulation or, in the case of SSB Citi employees, any statement of policy
or procedure governing the conduct of such person adopted by Citigroup, its
affiliates and subsidiaries.
XVII.Retention of Records - All records relating to personal securities
transactions hereunder and other records meeting the requirements of
applicable law, including a copy of this policy and any other policies
covering the subject matter hereof, shall be maintained in the manner and
to the extent required by applicable law, including Rule 17j-1 under the
1940 Act. The Compliance Department shall have the responsibility for
maintaining records created under this policy.
XVIII. Monitoring - SSB Citi takes seriously its obligation to monitor the
personal investment activities of its employees and to review the periodic
reports of all Covered Persons. Employee personal investment transaction
activity will be monitored by the Compliance Department. All noted
deviations from the policy requirements will be referred back to the
employee for follow-up and resolution (with a copy to be supplied to the
employee's supervisor). Any noted deviations by Fund directors will be
reported to the Board of Directors of the applicable Fund for consideration
and follow-up as contemplated by Section III hereof.
XIX. Exceptions to the Policy - Any exceptions to this policy must have the
prior written approval of both the Chief Investment Officer and the
Regional Director of Compliance. Any questions about this policy should be
directed to the Compliance Department.
XX. Board Review - Fund management and SSB Citi shall provide to the Board of
Directors of each Fund, on a quarterly basis, a written report of all
material violations of this policy, and at least annually, a written report
and certification meeting the requirements of Rule 17j-1 under the 1940
Act.
XXI. Other Codes of Ethics - To the extent that any officer of any Fund is not a
Covered Person hereunder, or an investment subadviser of or principal
underwriter for any Fund and their respective access persons (as defined in
Rule 17j-1) are not Covered Persons hereunder, those persons must be
covered by separate codes of ethics which are approved in accordance with
applicable law.
XXII.Amendments - SSB Citi Employees - Unless otherwise noted herein, this
policy shall become effective as to all SSB Citi employees on March 30,
2000. This policy may be amended as to SSB Citi employees from time to time
by the Compliance Department. Any material amendment of this policy shall
be submitted to the Board of Directors of each Fund for approval in
accordance with Rule 17j-1 under the 1940 Act.
Fund Directors - This policy shall become effective as to a Fund upon the
approval and adoption of this policy by the Board of Directors of that Fund
in accordance with Rule 17j-1 under the 1940 Act or at such earlier date as
determined by the Secretary of the Fund. Any material amendment of this
policy that applies to the directors of a Fund shall become effective as to
the directors of that Fund only when the Board of Directors of that Fund
has approved the amendment in accordance with Rule 17j-1 or at such earlier
date as determined by the Secretary of the Fund.
March 15, 2000
<PAGE>
EXHIBIT A
EXPLANATION OF BENEFICIAL OWNERSHIP
You are considered to have "Beneficial Ownership" of Securities if you have or
share a direct or indirect "Pecuniary Interest" in the Securities.
You have a "Pecuniary Interest" in Securities if you have the opportunity,
directly or indirectly, to profit or share in any profit derived from a
transaction in the Securities.
The following are examples of an indirect Pecuniary Interest in Securities:
1. Securities held by members of your immediate family sharing the same
household; however, this presumption may be rebutted by convincing
evidence that profits derived from transactions in these Securities
will not provide you with any economic benefit.
"Immediate family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, and includes any adoptive relationship.
2. Your interest as a general partner in Securities held by a general or
limited partnership.
3. Your interest as a manager-member in the Securities held by a limited
liability company.
You do not have an indirect Pecuniary Interest in Securities held by a
corporation, partnership, limited liability company or other entity in
which you hold an equity interest, unless you are a controlling
equityholder or you have or share investment control over the
Securities held by the entity.
The following circumstances constitute Beneficial Ownership by you of Securities
held by a trust:
1. Your ownership of Securities as a trustee where either you or members
of your immediate family have a vested interest in the principal or
income of the trust.
2. Your ownership of a vested interest in a trust.
3. Your status as a settlor of a trust, unless the consent of all of the
beneficiaries is required in order for you to revoke the trust.
The foregoing is a summary of the meaning of "beneficial ownership". For
purposes of the attached policy, "beneficial ownership" shall be interpreted in
the same manner as it would be in determining whether a person is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder
<PAGE>
EXHIBIT B
SSB CITI ASSET MANAGEMENT GROUP ("SSB CITI")
TRADE PRE-APPROVAL FORM
Instructions:
o All employees are required to submit this form to the Compliance Department
prior to placing a trade. The Compliance Department will notify the employee as
to whether or not pre-approval is granted. Pre-approval is effective only on the
date granted.
I. Employee Information
---------------------------------------- ---------------------------------------
Employee Name: Phone Number:
Account Title: ----------------------------------------------------
Account Number: ----------------------------------------------------
Managed Account(s)/Mutual Fund(s) for which employee is a Covered Person:
------------------------------------------------------------
II. Security Information
IPO [ ] [ ] Private Placement [ ] [ ]
Yes No Yes No
<TABLE>
<CAPTION>
Security Name Security Type-e.g., Ticker Buy/Sell If Sale, Date First No. Large Cap Stock?2
common stock, etc. Acquired1 Shares/Units
<S> <C> <C> <C> <C> <C> <C>
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</TABLE>
III. Your position with the Firm:
(Please check one of the following)
[ ]Portfolio Manager / Portfolio Manager Assistant
[ ]Research Analyst / Research Analyst Assistant
[ ]Trader / Trader Assistant
[ ]Unit Trust Personnel
[ ]Other (Advisory Personnel)
NOTE:
o All Portfolio Managers must complete the reverse side of this form.
o All Research Analysts and Research Analyst Assistants located in
Connecticut must provide an additional form signed by Rama Krishna or one
of his designees. IV. Certification I certify that I will not effect the
transaction(s) described above unless and until pre-clearance approval is
obtained from the Compliance Department. I further certify that, except as
described on an attached page, to the best of my knowledge, the proposed
transaction(s) will not result in a conflict of interest with any account
managed by SSB Citi (including mutual funds managed by SSB Citi). I further
certify that, to the best of my knowledge, there are no pending orders for
any security listed above or any related security for any Managed Accounts
and/or Mutual Funds for which I am considered a Covered Person. The
proposed transaction(s) are consistent with all firm policies regarding
employee personal securities transactions.
Signature Date
------------------------ --------------------
--------------------------------------------------------------------------------
For Use By the Compliance Department
================================================================================
[ ] [ ]
Are Securities Restricted? Yes No Pre-approval Granted? [ ]Yes [ ] No
--------------------------------------------------------------------------------
Compliance Department Signature: Date: Time:
---------------------------------- ------------------- ----------------------
1. All securities sold must have been held for at least 60 days.
2. For purposes of SSB Citi's personal trading policies, a Large Cap Exemption
applies to transactions involving 500 or fewer shares in aggregate and the
stock is one that is listed on a U.S. stock exchange or NASDAQ and whose
issuer has a market capitalization (outstanding shares multiplied by
current price) of more than $10 billion.
<PAGE>
SSB CITI ASSET MANAGEMENT GROUP ("SSB CITI")
PAGE 2 - PORTFOLIO MANAGER CERTIFICATION
All portfolio managers must answer the following questions in order to obtain
pre-approval. All questions must be answered or the form will be returned. If a
question is not applicable, please indicate "N/A".
1. Have your client accounts purchased or sold the securities (or related
securities) in the past seven calendar days? Yes [ ] No [ ]
2. Do you intend to purchase or sell the securities (or related securities)
for any client accounts in the next seven calendar days? Yes [ ] No [ ]
3. Do any of your client accounts currently own the securities (or related
securities)? Yes [ ] No [ ]
3a. If yes, and you are selling the securities for your personal account,
please explain why the sale of the securities was rejected for client
accounts but is appropriate for your personal account:
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4. Have you, in the past 7 calendar days, considered purchasing the securities
(or related securities) for your client accounts? Yes [ ] No [ ]
4a. If yes, and you are purchasing securities for your personal account,
please explain why the purchase of the securities is appropriate for
your account but has been rejected for your client accounts:
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4b. If no, and you are purchasing securities for your personal account,
please explain why the purchase of the securities has not been
considered for your client accounts:
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Certification
I certify that I will not effect the transaction(s) described above unless and
until pre-clearance approval is obtained from the Compliance Department. I
further certify that, except as described on an attached page, to the best of my
knowledge, the proposed transaction(s) will not result in a conflict of interest
with any account managed by SSB Citi (including mutual funds managed by SSB
Citi). I further certify that, to the best of my knowledge, there are no pending
orders for any security listed above or any related securities for any Managed
Accounts and/or Mutual Funds for which I am considered a Covered Person. The
proposed transaction(s) are consistent with all firm policies regarding employee
personal securities transactions.
Signature Date
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For Use By the Compliance Department
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[ ] [ ]
Are Securities Restricted? Yes No Pre-approval Granted? [ ]Yes [ ] No
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Compliance Department Signature: Date: Time:
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<PAGE>
PERSONAL INVESTMENT POLICY EXHIBIT C
FOR
SSB CITI ASSET MANAGEMENT GROUP - NORTH AMERICA
AND CERTAIN REGISTERED INVESTMENT COMPANIES
ACKNOWLEDGMENT
I acknowledge that I have received and read the Personal Investment Policy
for SSB Citi Asset Management Group - North America and Certain Registered
Investment Companies dated March 15, 2000. I understand the provisions of
the Personal Investment Policy as described therein and agree to abide by
them.
Employee Name (Print):
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Signature:
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Date:
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Social Security Number: Date of Hire:
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Job Function & Title: Supervisor:
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Location:
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Floor and/or Zone: Telephone Number:
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NASD Registered Employee (Please check one) [ ] Yes [ ] No
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If registered, list Registration \ License:
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This Acknowledgment form must be completed and returned no later than March
30, 2000 to the Compliance Department - Attention: Vera Sanducci-Dendy, 388
Greenwich Street, 23rd Floor, New York, NY 10013.
<PAGE>
EXHIBIT D
SSB Citi Asset Management Group - North America Personal Investment Policy
Financial Services Firm Disclosure and Initial Report of Securities Holdings
This report must be signed, dated and returned within 10 days of employment to
the Compliance Department - Attention: Vera Sanducci-Dendy, 388 Greenwich
Street, 23rd Floor
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Employee Name: __________________________ Date of Employment: __________________
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Brokerage Accounts:
|_| I do not have a beneficial interest in any account(s) with any financial
services firm.
|_| I maintain the following account(s) with the financial services firm(s)
listed below (attach additional information if necessary-e.g., a brokerage
statement). Please include the information required below for any broker, dealer
or bank where an account is maintained which holds securities for your direct or
indirect benefit as of the date you began your employment.
Name of Financial Service(s) Account Title Account Number
Firm and Address
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Securities Holdings:
Complete the following (or attach a copy of your most recent statement(s))
listing all of your securities holdings, with the exception of open-ended mutual
funds and U.S Government securities if:
o You own securities which are held by financial services firm(s) as
described above. If you submit a copy of a statement, it must include all
of the information set forth below. Please be sure to include any
additional securities purchased since the date of the brokerage statement
which is attached. Use additional sheets if necessary.
o Your securities are not held with a financial service(s) firm (e.g.,
dividend reinvestment programs).
<TABLE>
<CAPTION>
Title of Security Ticker Symbol # of Shares Principal Amt. Held Since Financial Services Firm
<S> <C> <C> <C> <C> <C>
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</TABLE>
|_| I have no securities holdings to report.
I certify that I have received the SSB Citi - North America Personal Investment
Policy and have read it and understood its contents. I further certify that the
above represents a complete and accurate description of my brokerage account(s)
and securities holdings as of my date of employment.
Signature: _______________________________ Date of Signature: _________________
1 The investment advisory entities of SSB Citi covered by this policy include:
Salomon Brothers Asset Management Inc.; SSB Citi Fund Management LLC; Smith
Barney Asset Management Division of Salomon Smith Barney Inc.; Travelers
Investment Management Company; and the Citibank Global Asset Management Division
of Citibank, N.A. and Citicorp Trust, N.A.-California.
2 This requirement will become effective as to all employees on a date to be
determined by the Compliance Department and may be subject to a phase-in
implementation process.
