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Title: |
Securities Trading Policy |
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Date: |
2008 |
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$72 |
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#3271687 |
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MELLON
SECURITIES TRADING POLICY
{PAGE}
Dear Colleague:
At Mellon, we take great pride in our transformation over the years from a
regional bank to a global financial services company. Our growth makes us better
able to meet customers' changing needs, gives us greater stability during any
unexpected economic downturn and affords us the opportunity to be the best
performing financial services company.
This diversity of our businesses also makes us a complex organization, which is
why it's more important than ever that you clearly understand Mellon's
Securities Trading Policy. Mellon has long maintained strict policies regarding
securities transactions, all with the same clear-cut objective: to establish and
demonstrate our compliance with the high standards with which we conduct our
business.
If you are new to Mellon, please take the time to fully understand the Policy
and consult it whenever you are unsure about appropriate actions. If you have
seen the Policy previously, I urge you to renew your understanding of the entire
document and its implications for you. Only by strict adherence to the Policy
can we ensure that our well-deserved reputation for integrity is preserved.
Sincerely yours,
Martin G. McGuinn
{PAGE}
TABLE OF CONTENTS
PAGE
INTRODUCTION 1
CLASSIFICATION OF EMPLOYEES 2
-Insider Risk Employees
-Investment Employees
-Access Decision Makers
-Other Employees
-Consultants, Independent Contractors and Temporary Employees
PERSONAL SECURITIES TRADING PRACTICES 3
SECTION ONE - APPLICABLE TO INSIDER RISK EMPLOYEES 3
Quick Reference - Insider Risk Employees 5
Standards of Conduct for Insider Risk Employees 6
Restrictions on Transactions in Mellon Securities 9
Restrictions on Transactions in Other Securities 11
Protecting Confidential Information 14
SECTION TWO - APPLICABLE TO INVESTMENT EMPLOYEES 17
Quick Reference - Investment Employees 19
Standards of Conduct for Investment Employees 20
Restrictions on Transactions in Mellon Securities 24
Restrictions on Transactions in Other Securities 26
Protecting Confidential Information 29
SECTION THREE - APPLICABLE TO OTHER EMPLOYEES 31
Quick Reference - Other Employees 33
Standards of Conduct for Other Employees 34
Restrictions on Transactions in Mellon Securities 35
Restrictions on Transactions in Other Securities 37
Protecting Confidential Information 39
GLOSSARY
Definitions 43
Exhibit A - Sample Letter to Broker 49
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{PAGE}
INTRODUCTION
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The Securities Trading Policy (the "Policy") is designed to reinforce Mellon
Financial Corporation's ("Mellon's") reputation for integrity by avoiding even
the appearance of impropriety in the conduct of Mellon's business. The Policy
sets forth procedures and limitations which govern the personal securities
transactions of every Mellon Employee.
Mellon and its employees are subject to certain laws and regulations governing
personal securities trading. Mellon has developed this Policy to promote the
highest standards of behavior and ensure compliance with applicable laws.
Employees 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. Employees may be subject to civil
penalties such as fines, regulatory sanctions including suspensions, as well as
criminal penalties.
Employees outside the United States are also subject to applicable laws of
foreign jurisdictions, which may differ substantially from US law and which may
subject such employees to additional requirements. Such employees must comply
with applicable requirements of pertinent foreign laws as well as with the
provisions of the Policy. To the extent any particular portion of the Policy is
inconsistent with foreign law, employees should consult the General Counsel or
the Manager of Corporate Compliance.
Any provision of this Policy 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 Audit and Risk Review Department.
Employees must read the Policy and must comply with it. Failure to comply with
the provisions of the Policy 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. Employees should retain the Policy in their records for future
reference. Any questions regarding the Policy should be referred to the Manager
of Corporate Compliance or his/her designee.
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PAGE 1
{PAGE}
CLASSIFICATION OF EMPLOYEES
--------------------------------------------------------------------------------
The Policy is applicable to all employees of Mellon and all of its subsidiaries
which are more than 50% owned by Mellon. This includes all full-time, part-time,
benefited and non-benefited, exempt and non-exempt, domestic and international
employees. It does not include consultants and contract or temporary employees,
nor employees of subsidiaries which are 50% or less owned by Mellon. Although
the Policy provisions generally have worldwide applicability, some sections of
the Policy may conflict with the laws or customs of the countries in which
Mellon operations are located. The Policy may be amended for operations outside
the United States only with the approval of the Manager of Corporate Compliance.
Employees are engaged in a wide variety of activities for Mellon. In light of
the nature of their activities and the impact of federal and state laws and the
regulations thereunder, the Policy imposes different requirements and
limitations on employees based on the nature of their activities for Mellon. To
assist employees in complying with the requirements and limitations imposed on
them in light of their activities, employees are classified into one of four
categories: Insider Risk Employee, Investment Employee, Access Decision Maker
and Other Employee. Appropriate requirements and limitations are specified in
the Policy based upon an employee's classification.
Business line management, in conjunction with the Manager of Corporate
Compliance, will determine the classification of each employee based on the
following guidelines. Employees should confirm their classification with their
Preclearance Compliance Officer or the Manager of Corporate Compliance.
INSIDER RISK EMPLOYEE
You are considered to be an Insider Risk Employee if, in the normal conduct of
your Mellon responsibilities, you are likely to receive or be perceived to
possess or receive, material nonpublic information concerning Mellon's
commercial credit or corporate finance customers. This will typically include
certain employees in the credit, lending and leasing businesses, certain members
of the Audit and Risk Review, and Legal Departments, and all members of the
Senior Management Committee who are not Investment Employees.
INVESTMENT EMPLOYEE
You are considered to be an Investment Employee if, in the normal conduct of
your Mellon responsibilities, you are likely to receive or be perceived to
possess or receive, material nonpublic information concerning Mellon's trading
in securities for Mellon's account or for the accounts of others, and/or if you
provide investment advice.
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PAGE 2
{PAGE}
INVESTMENT EMPLOYEE
(CONT.)
This will typically include:
o certain employees in fiduciary securities sales and trading, investment
management and advisory services, investment research and various trust or
fiduciary functions;
o an employee of a Mellon entity registered under the Investment Advisers Act
of 1940 who is also an "Access Person" as defined by Rule 17j-1 of the
Investment Company Act of 1940 (see glossary); and
o any member of Mellon's Senior Management Committee who, as part of his/her
usual duties, has management responsibility for fiduciary activities or
routinely has access to information about customers' securities
transactions.
ACCESS DECISION MAKER (ADM)
A person designated as such by the Investment Ethics Committee. Generally, this
will be portfolio managers and research analysts who make recommendations or
decisions regarding the purchase or sale of equity, convertible debt, and
non-investment grade debt securities for mutual funds and other managed
accounts. See further details in the Access Decision Maker edition of the
Policy.
OTHER EMPLOYEE
You are considered to be an Other Employee if you are an employee of Mellon
Financial Corporation or any of its direct or indirect subsidiaries who is not
an Insider Risk Employee, Investment Employee, or an ADM.
CONSULTANTS, INDEPENDENT
CONTRACTORS AND TEMPORARY
EMPLOYEES
Managers should inform consultants, independent contractors and temporary
employees of the general provisions of the Policy (such as the prohibition on
trading while in possession of material nonpublic information), but generally
they will not be required to preclear trades or report their personal securities
holdings. If one of these persons would be considered an Insider Risk Employee,
Investment Employee or Access Decision Maker if the person were a Mellon
employee, the person's manager should advise the Manager of Corporate Compliance
who will determine whether such individual should be subject to the preclearance
and reporting requirements of the Policy.
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PAGE 3
{PAGE}
PERSONAL SECURITIES TRADING PRACTICES
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SECTION ONE - APPLICABLE TO INSIDER RISK EMPLOYEES
QUICK REFERENCE - INSIDER RISK EMPLOYEES
-------------------------------------------------------------------------------
SOME THINGS YOU MUST DO
DUPLICATE STATEMENTS & CONFIRMATIONS - Instruct your broker, trust account
manager or other entity through which you have a securities trading account to
send directly to MANAGER OF CORPORATE COMPLIANCE, MELLON BANK, PO BOX 3130,
PITTSBURGH, PA 15230-3130:
o Trade confirmations summarizing each transaction
o Periodic statements
Exhibit B of this Policy can be used to notify your broker. This applies to all
accounts in which you have a beneficial interest. (See Glossary)
PRECLEARANCE - Before initiating a securities transaction, written preclearance
must be obtained from the Manager of Corporate Compliance. This can be done by
completing a Preclearance Request Form and:
o delivering the request to the Manager of Corporate Compliance, AIM
151-4340,
o faxing the request to (412) 234-1516, or
o contacting the Manager of Corporate Compliance for other available
notification options.
Preclearance Request Forms can be obtained from Corporate Compliance (412)
234-1661. If preclearance approval is received the trade must be executed before
the end of the 3rd business day (with the date of approval being the 1st
business day), at which time the preclearance approval will expire.
SPECIAL APPROVALS
o Acquisition of securities in a Private Placement must be precleared by the
employee's Department/Entity head and the Manager of Corporate Compliance.
o Acquisition of securities through an allocation by the underwriter of an
Initial Public Offering (IPO) is prohibited without the approval of the
Manager of Corporate Compliance. Approval can be given only when the
allocation is the result of a direct family relationship.
--------------------------------------------------------------------------------
SOME THINGS YOU MUST NOT DO
MELLON SECURITIES - The following transactions in Mellon securities are
prohibited for all Mellon Employees:
o Short sales
o Purchasing and selling or selling and purchasing within 60 days
o Purchasing or selling during a blackout period o Margin purchases or
options other than employee options.
NON-MELLON SECURITIES - New investments in financial services organizations are
prohibited for certain employees only - see page 12.
OTHER RESTRICTIONS are detailed throughout Section One. READ THE POLICY!
--------------------------------------------------------------------------------
EXEMPTIONS
Preclearance is NOT required for:
o Purchases or sales of municipal bonds, non-financial commodities (such as
agricultural futures, metals, oil, gas, etc.), currency futures, financial
futures, index futures, index securities, securities issued by investment
companies, commercial paper; CDs; bankers' acceptances; repurchase
agreements; and direct obligations of the government of the United States.
o Transactions in any account over which the employee has no direct or
indirect control over the investment decision making process.
o Transactions that are non-volitional on the part of an employee (such as
stock dividends).
o Changes in elections under Mellon's 401(k) Retirement Savings Plan.
o An exercise of an employee stock option administered by Human Resources.
o Automatic reinvestment of dividends under a DRIP or Automatic Investment
Plan. (Optional cash purchases under a DRIP or Direct Purchase Plan do
require preclearance.)
o Sales of securities pursuant to tender offers and sales or exercises of
"Rights".(see page 8).
--------------------------------------------------------------------------------
QUESTIONS? (412) 234-1661
This page is for reference purposes only. Employees are reminded they must read
the Policy and comply with its provisions.
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PAGE 4
{PAGE}
STANDARDS OF CONDUCT FOR INSIDER RISK EMPLOYEES
Because of their particular responsibilities, Insider Risk Employees are subject
to preclearance and personal securities reporting requirements, as discussed
below.
Every Insider Risk Employee 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.
CONFLICT OF INTEREST
No employee may engage in or recommend any securities interests above those of
any customer to whom financial services are rendered, including mutual funds and
managed accounts, or above the interests of Mellon.
MATERIAL NONPUBLIC INFORMATION
No employee 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 employee may communicate material nonpublic information to others unless it
is properly within his or her job responsibilities to do so.
BROKERS
Trading Accounts - All Insider Risk Employees are encouraged to conduct their
personal investing through a Mellon affiliate brokerage account. This will
assist in the monitoring of account activity on an ongoing basis in order to
ensure compliance with the Policy.
PERSONAL SECURITIES TRANSACTIONS
REPORTS
Trading Accounts - All Insider Risk Employees are required to instruct their
broker, trust account manager or other entity through which they have a
securities trading account to submit directly to the Manager of Corporate
Compliance copies of all trade confirmations and statements relating to each
account of which they are a beneficial owner regardless of what, if any,
securities are maintained in such accounts. Thus, for example, even if the
brokerage account contains only mutual funds or other exempt securities as that
term is defined by the Policy and the account has the capability to have
reportable securities traded in it, the Insider Risk Employee maintaining such
an account must arrange for duplicate account statements and trade confirmations
to be sent by the broker to the Manager of Corporate Compliance. An example of
an instruction letter to a broker is contained in Exhibit A.
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PAGE 5
{PAGE}
PRECLEARANCE FOR PERSONAL
SECURITIES TRANSACTIONS
All Insider Risk Employees 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 Employees should refer to the provisions under
"Beneficial Ownership" below, which are applicable to these provisions.
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