INVESTMENT ADVISER CODE OF ETHICS
FOR
INVESTMENT ACCESS PERSONS
RIVERSOURCE INVESTMENTS, LLC
KENWOOD CAPITAL MANAGEMENT LLC
JANUARY 2007
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INVESTMENT ADVISER CODE OF ETHICS
RIVERSOURCE INVESTMENTS, LLC AND
KENWOOD CAPITAL MANAGEMENT LLC
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OVERVIEW...................................................................................................3
Required Standards of Business Conduct..................................................................4
General Policy on Accepting Gifts.......................................................................5
Fiduciary Principles....................................................................................6
DEFINITIONS................................................................................................7
PERSONAL TRADING RULES FRAMEWORK...........................................................................9
Applicability...........................................................................................9
General Rules..........................................................................................10
Basis for Rules........................................................................................12
Entities Adopting Code.................................................................................12
REPORTING REQUIREMENTS FOR INVESTMENT ACCESS PERSONS......................................................13
Securities Activities Which Must Be Reported...........................................................13
How To Comply..........................................................................................13
Exceptions to Limited Choice...........................................................................14
ADDITIONAL RULES & REPORTING REQUIREMENTS.................................................................15
Preclearance of Security Trades........................................................................15
Exceptions.............................................................................................16
Limited Offerings (Private Placement) Preclearance - Equity and Fixed Income...........................20
60-Day Holding Period for Covered Mutual Funds.........................................................21
Initial Holdings Disclosure............................................................................23
Annual Certification and Annual Holdings Disclosure....................................................23
Quarterly Reporting and Certification..................................................................23
Gifting Securities.....................................................................................24
Sanctions..............................................................................................25
Unusual Trading Activity...............................................................................25
INCREMENTAL RESTRICTIONS AND REQUIREMENTS.................................................................26
60-Day Holding Period for Individual Securities........................................................26
Portfolio Managers: Additional Rules...................................................................28
Research Analysts: Additional Rules...................................................................30
Satellite Office Personnel: Additional Rules...........................................................31
Traders: Additional Rules.............................................................................32
RESPONSIBILITIES OF THE CHIEF COMPLIANCE OFFICER..........................................................33
AMERIPRISE FINANCIAL INSIDER TRADING POLICY...............................................................34
A. General.............................................................................................34
B. What is "Material Non-Public Information"?..........................................................34
C. Criminal and Civil Penalties and Regulatory Sanctions for Insider Trading...........................36
D. Prohibitions Regarding Misuse of Material Non-Public Information....................................37
Appendix A: Request for Personal Trading Preclearance
Appendix B: Initial Personal Account and Holdings Disclosure
Appendix C: Brokerage Account Notification Form
Appendix D: Limited Choice Exception Request
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OVERVIEW
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AS A CONDITION OF YOUR CONTINUED EMPLOYMENT OR ASSOCIATION WITH RIVERSOURCE
INVESTMENTS, LLC ("RIVERSOURCE INVESTMENTS"), KENWOOD CAPITAL MANAGEMENT LLC
("KENWOOD CAPITAL MANAGEMENT") OR ONE OF THEIR AFFILIATES, YOU ARE REQUIRED TO
READ, UNDERSTAND, AND FULLY COMPLY WITH THIS CODE OF ETHICS. THE CODE OF
ETHICS ALSO INCORPORATES INTO ITS TERMS AND REQUIREMENTS THE PROVISIONS OF
OTHER IMPORTANT DOCUMENTS TO WHICH YOU ARE SUBJECT; NAMELY, THE AMERIPRISE
FINANCIAL OR KENWOOD CAPITAL MANAGEMENT CODE OF CONDUCT AND, FOR FINANCIAL
ADVISORS AND THEIR EMPLOYEES, THE POLICIES AND PROCEDURES CONTAINED IN THE
REGULATORY INFORMATION CENTER.
It is your personal responsibility and accountability to avoid any conduct
that could create a conflict, or even the appearance of a conflict, with our
clients' interests, or do anything that could damage or erode the trust our
clients place in RiverSource Investments, Kenwood Capital Management or one of
their affiliates. This is the spirit of the Code of Ethics. Every person has
the absolute obligation to comply with both the letter and the spirit of the
Code. Failure to comply with its spirit is just as much a violation as a
failure to comply with the written provisions of the Code. In this regard, you
should also be aware that it is impossible for the Code of Ethics to cover
every situation you may encounter. In situations that are not specifically
covered by the Code we must follow the spirit of the Code. If you are
uncertain as to the appropriate course of action you should seek immediate
assistance from your leader, Personal Trade Compliance, or the Chief
Compliance Officer before acting. If the Code of Ethics is silent on a
particular matter, it does not authorize conduct that violates the spirit of
the Code.
The Code covers not only the activities you perform on a day-to-day basis, but
also your personal securities transactions, as well as those of certain of
your family members and entities (such as corporations, trusts, or
partnerships) that you may be deemed to control or influence.
Appropriate sanctions will be imposed for violations of the Code of Ethics.
Sanctions may include bans on personal trading, financial penalties,
disgorgement of trading profits, suspension of employment, and/or termination
of employment or association with RiverSource Investments or one of its
affiliates. Repeat violations of the Code will result in progressively
stronger sanctions. Self-reporting a violation of the Code will be considered
in determining the appropriate sanction for the violation.
This Code will be provided to all individuals who are subject to its terms.
AFTER YOU RECEIVE AND REVIEW THE CODE, YOU MUST CERTIFY THAT YOU HAVE
RECEIVED, READ AND UNDERSTAND THE DOCUMENT AND AGREE THAT YOU ARE SUBJECT TO
IT AND WILL COMPLY WITH IT. You are also required to provide similar
certifications when the Code is amended. On an annual basis, you must certify
that you have complied with the Code during the past year and will continue to
do so going forward.
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REQUIRED STANDARDS OF BUSINESS CONDUCT
UNDER THIS CODE OF ETHICS, ALL SUPERVISED PERSONS OF RIVERSOURCE INVESTMENTS
AND KENWOOD CAPITAL MANAGEMENT, WHICH MAY INCLUDE PERSONS WHO ARE EMPLOYEES OR
ASSOCIATED PERSONS OF AMERIPRISE FINANCIAL, INC. ("AMERIPRISE FINANCIAL"),
MUST COMPLY WITH AMERIPRISE FINANCIAL'S STANDARDS OF BUSINESS CONDUCT. THESE
STANDARDS ARE THE FOLLOWING:
o COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING THE
FEDERAL SECURITIES LAWS AND OUR FIDUCIARY OBLIGATIONS;
o COMPLIANCE WITH THIS CODE OF ETHICS;
o COMPLIANCE WITH THE AMERIPRISE FINANCIAL OR KENWOOD CAPITAL
MANAGEMENT CODE OF CONDUCT;
o COMPLIANCE WITH ALL OTHER POLICIES AND PROCEDURES APPLICABLE TO YOUR
POSITION AND ASSIGNED RESPONSIBILITIES, INCLUDING ANY SPECIFIC GIFT
POLICIES AND PROCEDURES CONTAINED IN THE REGULATORY INFORMATION
CENTER.
THESE STANDARDS APPLY TO ALL INDIVIDUALS, AT ALL LEVELS OF THE ORGANIZATION.
COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS IS MANDATORY FOR EVERYONE AND
IS NOT SUBJECT TO BUSINESS PRIORITIES OR INDIVIDUAL DISCRETION. IF AT ANY TIME
YOU HAVE A QUESTION ABOUT THE LEGALITY OF A COURSE OF ACTION, YOU SHOULD
CONSULT WITH THE GENERAL COUNSEL'S ORGANIZATION BEFORE PROCEEDING.
The Investment Advisers Act of 1940 imposes a fiduciary duty on an investment
adviser to act in utmost good faith with respect to its clients, and to
provide full and fair disclosure of all material facts, particularly where the
adviser's interests may conflict with the client's. The Adviser has a duty to
deal fairly and act in the best interests of its clients at all times.
All employees and certain other associated persons of Ameriprise Financial
must also comply with the Ameriprise Financial Code of Conduct (Kenwood
Capital Management employees are subject to the Kenwood Capital Management
Code of Conduct). The Code of Conduct deals with issues covering, among other
things, the acceptance of gifts, service on the boards of public companies and
other outside activities. For specific guidance on these and other topics that
may not be specifically covered by the Code of Ethics, you should refer to the
Code of Conduct. If at any time you feel there is ambiguity as to what the
appropriate course of action should be in a particular situation, you should
immediately seek assistance from the General Counsel's Organization or the
Compliance Department before you act.
You are also subject to compliance policies and procedures and other policies
and procedures adopted by the organization. You are responsible for being
familiar with and complying with these policies and procedures. If you have a
question about these additional policies and procedures, speak with your
leader.
As described in greater detail below, the Code of Ethics also addresses
personal securities trading activities in an effort to detect and prevent
illegal or improper transactions.
Under this Code of Ethics you, have a duty to promptly report any violation or
apparent violation of the Code of Ethics (including the Code of Conduct and
the Regulatory Information Center Policies) to the Chief Compliance Officer or
Personal Trade Compliance. You can also report violations or possible
violations to your leader. This duty exists whether the violation or apparent
violation is yours or that of another associated person. All such reports will
be treated confidentially to the
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extent permitted by law and will be investigated promptly and appropriately.
RiverSource Investments, Kenwood Capital Management and Ameriprise Financial
prohibit retaliation against individuals who report violations or apparent
violations of the Code in good faith and will treat any such retaliation as a
further violation of the Code. However, it must be understood that associated
persons of RiverSource Investments or Kenwood Capital Management who violate
the Code are subject to sanctions for the violation even if they report the
violation.
GENERAL POLICY ON ACCEPTING GIFTS
Instances may arise in the course of business where a person or organization
offers you a gift. When being offered a gift, the Code of Conduct should serve
as your primary guide to determining whether or not a gift is acceptable. The
Code of Conduct states: " You may accept entertainment, token gifts or favors
only when the value involved is not significant and clearly will not place you
under any real or perceived obligation to the donor." See the section on Gifts
in the Code of Conduct. IN ADDITION, YOU MAY BE SUBJECT TO A MORE SPECIFIC
GIFT POLICY. EMPLOYEES OF RIVERSOURCE INVESTMENTS AND KENWOOD CAPITAL
MANAGEMENT SHOULD REFER TO THEIR GIFTS AND BENEFITS POLICIES AND PROCEDURES
FOR MORE SPECIFIC INFORMATION.
WHEN RECEIVING A GIFT, IT IS IMPERATIVE TO AVOID EVEN THE APPEARANCE OF A
CONFLICT OF INTEREST, REGARDLESS OF THE VALUE OF THE GIFT. Sometimes a
situation may be unclear. If you are unsure whether to accept a gift, talk
with your leader. If your leader is unsure, or feels an exception should be
made, he or she should contact the Compliance Department for guidance. Above
all, the decision should comply with the spirit of the Code of Conduct and
this Code of Ethics.
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FIDUCIARY PRINCIPLES
The following general fiduciary principles shall govern your activities and
the interpretation and administration of these rules:
o The interests of our advised and sub-advised account clients
(including Mutual Fund shareholders) must be placed first at all
times.
o All personal trading transactions must be conducted consistent with
the rules contained in this Code and in such a manner as to avoid
any actual or potential conflict of interest or any abuse of an
individual's position of trust and responsibility.
o You should never use your position with the company, or information
acquired during your employment, in your personal trading in a
manner that may create a conflict - or the appearance of a conflict
- between your personal interests and the interest of the company or
its customers and clients. If such a conflict or potential conflict
arises, you must report it immediately to Personal Trade Compliance.
o Company personnel should not take inappropriate advantage of their
positions.
In connection with providing investment management services to clients, this
includes prohibiting any activity which directly or indirectly:
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o Defrauds a client in any manner;
o Misleads a client, including any statement that omits material
facts;
o Operates or would operate as a fraud or deceit on a client;
o Functions as a manipulative practice with respect to a client; and
o Functions as a manipulative practice with respect to securities.
These rules do not identify all possible conflicts of interest, and literal
compliance with each of the specific provisions of this Code of Ethics will
not shield company personnel from liability for personal trading or other
conduct that is designed to circumvent its restrictions or violates a
fiduciary duty to our clients.
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DEFINITIONS
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This Investment Adviser Code of Ethics for Investment Access Persons covers
"access persons" of RiverSource Investments and Kenwood Capital Management. We
refer to these access persons as "Investment Access Persons" to distinguish
from "Retail Access Persons" who have access only to Ameriprise Financial
retail client information. Certain Investment Access Persons, such as
"Investment Personnel," "Portfolio Managers," "Research Analysts," "Traders,"
and "Satellite Office Personnel," are subject to additional rules, as
described in this Code of Ethics (these terms are defined below).
DEFINITION OF INVESTMENT ACCESS PERSONS: Supervised persons of RiverSource
Investments and Kenwood Capital Management and other persons who are employees
or associated persons of Ameriprise Financial, who (i) have access to
nonpublic information regarding the purchase or sale of securities by
RiverSource Investments' or Kenwood Capital Management's clients or non public
information regarding the portfolio holdings of Covered Funds (defined below),
(ii) are involved in making securities recommendations to, or purchasing or
selling securities for, RiverSource Investments' or Kenwood Capital
Management's clients, or (iii) who have access to RiverSource Investments' or
Kenwood Capital Management's recommendations that are nonpublic. A "supervised
person" includes any partner, officer, director (or other person occupying a
similar status or performing similar functions), or an employee of an
investment adviser, or other person who provides investment advice on behalf
of the investment adviser and is subject to the supervision and control of the
investment adviser.
These individuals meet one or more of the following criteria:
1. Have access to information regarding impending purchases or sales of
portfolio securities for any account owned or managed.
2. Obtain such information within 10 days before or after the trade.
3. Have access to information on the holdings of Mutual Funds advised
by or sub-advised by RiverSource Investments or Kenwood Capital
Management, or for which an affiliate of RiverSource Investments or
Kenwood Capital Management serves as principal underwriter, within
30 days of the date of the holdings.
4. Have access to RiverSource Investments' or Kenwood Capital
Management's investment research and recommendations.
5. Work in the RiverSource Investment Department, including, but not
limited to, the following locations: Minneapolis, Boston, Cambridge,
Los Angeles and New Jersey.
6. Participate in the investment decision-making process.
7. Have a specific role which compels Investment Access Person status,
such as the member of a staff group that provides ongoing audit,
compliance, or legal support to money management businesses.
8. Have been designated as an Investment Access Person for any other
reason, such as working on a project where you have access to
investment information.
INDIVIDUALS WHO ARE SUBJECT TO ADDITIONAL RULES
INVESTMENT PERSONNEL are research analysts, traders and portfolio managers,
fixed income sector team leaders or sector team managers, Chief Administrative
Officer, Executive Vice President - Fixed Income and the Chief Investment
Officer.
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PORTFOLIO MANAGERS are individuals with direct responsibility and authority
over investment decisions affecting any account owned or managed. This
includes associate portfolio managers.
RESEARCH ANALYSTS include all individuals who are responsible for making new
investment recommendations or changes in recommendations.
SATELLITE OFFICE PERSONNEL include personnel in any investment management
office of RiverSource Investments outside Minneapolis, Minnesota. As of
January 1, 2007, Satellite Office Personnel include personnel in the following
offices:
> Los Angeles
> Cambridge
> Boston
> New Jersey
TRADERS include all traders and trading assistants, fixed income sector team
leaders and sector team managers.
OTHER DEFINITIONS USED IN THIS CODE
BROKERAGE ACCOUNT: A Brokerage Account is an account held at a licensed
brokerage firm in which securities are bought and sold (e.g., stocks, bonds,
futures, options, Covered Mutual Funds). This includes employer-sponsored
incentive savings plans.
COVERED MUTUAL FUNDS: Mutual Funds for which RiverSource Investments or
Kenwood Capital Management serves as an investment adviser or for which an
affiliate of RiverSource Investments or Kenwood Capital Management serves as
principal underwriter. As of January 1, 2007, Covered Mutual Funds include:
> RiverSource Mutual Funds (both retail and variable portfolio funds)
> John Hancock Funds (John Hancock Investment Services, LLC)
> Diversified Investors Portfolios (Diversified Investment Advisors, Inc.)
INITIAL PUBLIC OFFERING (IPO): a corporation's first offering of stock to the
public. This includes secondary issues of equity or fixed income. Purchases of
initial public offerings are prohibited.
LIMITED OFFERINGS (PRIVATE PLACEMENTS): an offering of securities exempt from
registration due to certain exemptions such as the size of the offering and
the number of purchasers. (These transactions require specific
preclearance-see page 20.)
MUTUAL FUNDS: U.S.-registered open-end investment companies, the shares of
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which are redeemable on any business day at the net asset value, including
Mutual Funds that underlie variable annuity and variable life insurance
contracts.
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PERSONAL TRADING RULES FRAMEWORK
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APPLICABILITY
These rules apply to securities trading in which you have a beneficial
ownership. Beneficial ownership includes accounts held in the name of any
of the following individuals:
o You
o Your spouse/partner
o Financially dependent members of your household
In addition, these rules apply to the following types of accounts if any of
the individuals listed above:
o Is a trustee or custodian for an account (e.g., for a child or parent)
o Exercises discretion over an account via a power of attorney arrangement
or as an executor of an estate after death
o Owns an IRA
o Participates in an investment club
o Has another arrangement where they give advice and also have a direct or
indirect ownership.
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GENERAL RULES
THESE GENERAL RULES, ALONG WITH THE PROCEDURES CONTAINED IN THE REST OF THIS
DOCUMENT, MUST ALWAYS BE FOLLOWED:
1. No use of inside information (refer to "Ameriprise Financial Insider
Trading Policy" on page 34).
2. No front-running. This involves an individual taking advantage of
non-public information about imminent trading activity in our Mutual
Funds or other advised accounts by trading in a security before the
fund or advised account does. YOU ARE NOT ALLOWED TO TRADE IN A
PARTICULAR SECURITY AHEAD OF, OR AT THE SAME TIME AS, YOUR CLIENTS'
ACCOUNTS.
3. No misuse of material non-public information relating to Mutual
Funds, including information relating to portfolio holdings or
pricing.
4. No Investment Access Person shall divulge to any person any client
holdings, any recommendation made to a client, or any contemplated
or completed securities transactions or trading strategies of a
client, except as required in the performance of his or her duties
and only to the extent such other person has a need to know such
information to perform his or her duties. Disclosures of any past,
current or contemplated client holdings must be consistent with the
Portfolio Holdings Disclosure policy.
5. No market timing (short-term trading) in shares of Mutual Funds or
other pooled vehicles. This prohibition applies across all accounts
in which you have a beneficial interest (so that you cannot buy
shares of a Mutual Fund in one account and sell them from another
account in market timing transactions), including the Ameriprise
Financial 401(k) Plan and Mutual Funds underlying a variable annuity
and variable life insurance contracts.
6. No purchasing of initial public offerings (this includes secondary
issues of equity or fixed income)
7. No preferential treatment from other brokerage firms due to the
purchaser's employment by or association with Ameriprise Financial.
8. No direct trades with broker/dealers' trading desks.
9. No non-retail relationships with broker/dealers.
10. No use of Ameriprise Financial's name (or the name of any of its
subsidiaries) to obtain a better price from a broker who is a market
maker in the security being traded.
11. No speculative trading of Ameriprise Financial stock, which is
characterized by transactions in "put" or "call" options, or short
sales or similar derivative transactions. Ameriprise Financial
discourages short-term trading in its own stock. This includes
soliciting speculative trades in Ameriprise Financial securities.
You should not solicit or offer an opinion on Ameriprise Financial
stock. (Subject to the Ameriprise
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Financial Insider Trading Policies, you are allowed to exercise any
Ameriprise Financial stock options you have received as a result of
your employment with the Company. Members of the Executive
Leadership Team, however, must preclear these trades through the
Corporate Secretary's office.)
12. No stopping stock. This is defined as a guarantee by a specialist
that an order placed by a Floor Broker will be executed at the best
bid or offer price in the Specialist's book unless it can be
executed at a better price within a specified period of time.
13. Additional rules applicable to Investment Access Persons who fall
within one or more of the following categories of personnel:
> INVESTMENT PERSONNEL: Investment Personnel are subject to a
60-day holding period for individual securities, as described
in this Code.
> PORTFOLIO MANAGERS: All Portfolio Managers are subject to the
7-day blackout rule described in this Code. In addition,
Portfolio Managers must obtain preclearance for trades in
certain Covered Mutual Fund shares.
> RESEARCH ANALYSTS: Research Analysts are subject to additional
restrictions on their personal trading activity based on
current or anticipated recommendations.
> SATELLITE OFFICE PERSONNEL: All Satellite Office Personnel are
subject to the 7-day blackout rule described in this Code.
> TRADERS: All Traders who trade in OTC securities for their own
accounts must trade through Ameriprise Financial Brokerage.
Traders may not trade in brokerage firm stocks for their own
accounts.
14. There is a 60-day holding period for Covered Mutual Funds, as
described in this Code.
15. An Investment Access Person shall use his or her best judgment in
giving investment advice to clients and shall not take into
consideration his or her personal financial situation or interests
in doing so.
16. When engaging in a personal securities transaction, an Investment
Access Person shall always place the interests of clients first and
avoid any actual or potential conflict of interest or abuse of his
or her position.
17. Required forms must be filled out completely, accurately and on a
timely basis. This includes annual and quarter end reports.
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IMPORTANT:
o OBLIGATION TO REPORT VIOLATIONS: Any person who discovers that he or she
or another person has violated or apparently violated these general rules
or other provisions of this Code must promptly report the matter to the
Chief Compliance Officer, Personal Trade Compliance or your leader.
o PERSONAL TRADING RECORDS SUBJECT TO REVIEW BY REGULATORS: The SEC and the
NASD have the authority to review individuals' personal trading records.
It is not unusual in the course of regulatory exams for the examiners to
interview individuals about their trading activity or violations of the
Code of Ethics.
o Even if you receive preclearance, you cannot be ensured that you have not
violated the Code. Receiving preclearance does not exclude you from other
personal trading rules included in this Code.
o The Compliance Department has the authority to review records and request
additional information.
o The privacy of your reported information is extremely important and will
be held in the utmost confidence but is subject to review and action by
appropriate personnel such as Personal Trade Compliance personnel.
BASIS FOR RULES
The rules and procedures that apply to personal trading for Investment Access
Persons are derived from:
Securities and investment laws
o Securities Act of 1933
o Securities Exchange Act of 1934
o Investment Company Act of 1940 (Rule 17j-1)
o Investment Advisers Act of 1940 (Rule 204A-1)
o Insider Trading and Securities Fraud Enforcement Act of 1988
Rules, regulations and corporate policies
o Securities and Exchange Commission (SEC)
o National Association of Securities Dealers (NASD)
o Ameriprise Financial Insider Trading Policy
o Ameriprise Financial Code of Conduct
o Kenwood Capital Management Code of Conduct
Investment Company Institute (ICI) Guidelines to Industry on Personal
Investing
ENTITIES ADOPTING CODE
In addition to RiverSource Investments, LLC and Kenwood Capital Management
LLC, the entities adopting this Code include the RiverSource mutual funds
(both retail and variable portfolio funds), Ameriprise Certificate Company,
Ameriprise Financial Services, Inc. (in its capacity as underwriter to the
RiverSource Mutual funds) and RiverSource Distributors, Inc. (in its capacity
as underwriter to the RiverSource Mutual funds).
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REPORTING REQUIREMENTS FOR INVESTMENT ACCESS PERSONS
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SECURITIES ACTIVITIES WHICH MUST BE REPORTED
All personal securities trading activities (e.g., stocks, options, bonds,
Covered Fund shares), whether bought or sold, must be reported, with the
exception of such things as money market mutual funds and certificates of
deposit. See "How to Comply" section below for more information. A chart
indicating which transactions must be reported is located on pages 17-19. You
must report activity involving securities trading in which you have a
BENEFICIAL OWNERSHIP. This includes accounts held in the name of any of the
following individuals:
o You
o Your spouse/partner
o Financially dependent members of your household
In addition, these rules apply to the following types of accounts if any of
the individuals listed above:
o Is a trustee or custodian for an account (e.g., for a child or parent)
o Exercises discretion over an account via a power of attorney arrangement
or as an executor of an estate after death
o Owns an IRA
o Participates in an investment club
o Has another arrangement where you give advice and also have a direct or
indirect ownership.
FAILURE TO DISCLOSE ALL COVERED FUND AND BROKERAGE ACCOUNTS IS A VIOLATION OF
THE CODE AND MAY RESULT IN A SANCTION, WHICH INCLUDES POSSIBLE TERMINATION.
HOW TO COMPLY
Unless you have an exception approved by Personal Trade Compliance, your
personal trading must be conducted through one of three brokers - Ameriprise
Financial Brokerage, Schwab, or Merrill Lynch.
You must report any new accounts opened by immediately completing the
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following steps:
o Complete the Brokerage Account Notification Form in Appendix C and return
it to Personal Trade Compliance, H26/1880. Failure to properly carry out
this notification process may result in a sanction.
o Notify your broker of your association with Ameriprise Financial. You are
responsible for notifying your broker that you are affiliated with or
employed by a broker/dealer, and ensuring that Personal Trade Compliance
is provided with duplicate statements and confirmations for your
account(s).
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WHAT TYPES OF INVESTMENTS MUST BE TRANSFERRED TO OR HELD AT ONE OF THE LIMITED
CHOICE FIRMS?
o Stocks -- common (including Ameriprise Financial), preferred, convertible
preferred, short sales, rights, or warrants
o Corporate bonds (including convertible and foreign)
o State and local municipal bonds
o Derivatives, including futures, options and index securities
o Limited partnerships (if purchased through a Brokerage Account)
o Unit Investment Trusts (UITs), American Depository Receipts (ADRs) and
Real Estate Investment Trusts (REITs), Exchange Traded Funds and
closed-end funds.
o Managed or wrap accounts in which individual securities are held and the
investor has the ability to exercise trading discretion
o RiverSource Mutual Funds must be held through Ameriprise Brokerage,
Ameriprise Financial 401(k) Plan, "at fund" (directly with the Mutual
Fund), or underlying a variable annuity or variable life insurance
contract from RiverSource Life Insurance Company or another affiliate of
Ameriprise Financial
WHAT INVESTMENTS ARE NOT SUBJECT TO THIS LIMITED CHOICE POLICY?
Some investments are not subject to this policy, and therefore, do not need to
be transferred. You may continue to hold the following investments in accounts
at other firms:
o Mutual Funds other than RiverSource Mutual Funds
o Annuities
o Certificates of Deposit, savings certificates, checking and savings
accounts and money market accounts
o Commercial paper
o Dividend reinvestment plans
o Employer sponsored incentive savings plans
o US Government bonds (U.S. Treasury notes, bills, bonds, STRIPS, savings
bonds)
o Church bonds
o Limited Offerings / Private Placements (These transactions require
specific preclearance-see page 20)
o Managed or wrap accounts that hold only Mutual Funds
EXCEPTIONS TO LIMITED CHOICE
Exceptions to the limited choice policy of conducting personal trading through
one of the three authorized brokers - Ameriprise Financial Brokerage, Schwab,
or Merrill Lynch - will be rare. If you believe your situation warrants an
exception, print and complete the Exception Request Form found in Appendix D.
Note that if you are granted an exception for a managed account where you have
no trading discretion, you and your broker will be required to re-certify to
this annually in order to maintain that exception.
If you are granted an exception, you are responsible for ensuring that
Personal Trade Compliance receives duplicate confirmations and statements.
An exception to the limited choice policy does not eliminate the need to
comply with the rest of this Investment Adviser Code of Ethics.
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ADDITIONAL RULES & REPORTING REQUIREMENTS
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PRECLEARANCE OF SECURITY TRADES
You must obtain prior approval - known as preclearance - when trading in any
of the investment vehicles indicated on the "Securities Reporting and
Preclearance Chart" (see pages 17-19). When requesting preclearance, you must
follow these procedures:
REQUESTING PRECLEARANCE -BEGINNING IN 2007 YOU CAN REQUEST PRECLEARANCE BY
EITHER SUBMITTING A PRECLEARANCE FORM VIA FAX OR SUBMITTING A REQUEST VIA
E-MAIL.
REQUESTING PRECLEARANCE VIA FAX:
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If requesting preclearance using the form, please complete Section A of the
Preclearance Form (see form in Appendix A) and fax it to the preclearance
group at (612) 678-0150 between 8 AM and 3 PM Central Time.
The preclearance group will complete Section B of the preclearance form and
fax it back to you. PRECLEARANCE IS ONLY GOOD FOR THE DAY IT IS GIVEN.
AFTER HOURS TRADING (ON-LINE) - When trading through an on-line account you
have until midnight the day you are granted preclearance to ENTER your trade.
When routing your preclearance form to Personal Trade Compliance, please
attach a copy of your electronic confirmation from your broker showing that
the trade was entered on the day preclearance was given. The trade then needs
to be executed no later than the next business day. We will not consider the
trade in good form unless both documents are submitted.
EXECUTION OF YOUR TRADE - Complete Section C of the preclearance form upon
execution of the trade and fax it to Personal Trade Compliance. THE ENTIRE
APPROVAL SECTION MUST BE COMPLETE IN ORDER FOR THE PRECLEARANCE FORM TO BE
ACCEPTED IN GOOD ORDER. IF ANY PORTION OF THE FORM IS INCOMPLETE, IT MAY
RESULT IN A PRECLEARANCE VIOLATION. Even if the trade is not executed, you are
still required to send the form to Personal Trade Compliance.
REQUESTING PRECLEARANCE VIA E-MAIL:
- -----------------------------------
On the day you intend to trade a security requiring preclearance, send an
e-mail to Preclearance@ampf.com and include the following information:
- - The type of trade (buy, sell, short sell, etc.)
- - The name of the security
- - The ticker of the security
- - Brokerage firm name
You will receive a response via e-mail indicating whether you have been
approved or denied. PRECLEARANCE IS ONLY GOOD FOR THE DAY IT IS GIVEN.
15
LOCAL APPROVAL PROCESS NECESSARY FOR INDIVIDUALS IN THE LOS ANGELES OFFICE -
An additional level of preclearance approval is required in Los Angeles before
executing a trade because of unique considerations with the CDO/CLO business.
See your local Compliance Officer for more information.
REMINDER: If you are subject to preclearance, then you must preclear trades in
all accounts in which you have a beneficial ownership. For example, if your
spouse is planning a trade in his/her account, you are responsible for
---
following the preclearance procedures prior to the transaction being placed.
EXCEPTIONS
Exceptions may be granted if the individual has tried to preclear a trade at
least three times in any five consecutive day period. In order to be granted
this exception, you must request approval by sending your request via Lotus
Notes to "PERSONAL TRADING". Provide a written explanation of the
circumstances, including:
o The type of trade
o The name of the security
o The number of shares
o Your position, such as trader, analyst, portfolio manager, other.
o The three most recent dates you have tried to preclear
You will receive a written response to your request within 24 hours.
IF YOU RECEIVE AN EXCEPTION, THE EXCEPTION IS ONLY FOR THE PRECLEARANCE
PORTION OF YOUR TRADE. YOU ARE STILL RESPONSIBLE FOR ENSURING COMPLIANCE WITH
THE OTHER RULES IN THIS INVESTMENT ADVISER CODE OF ETHICS, INCLUDING THE
60-DAY HOLDING PERIOD AND THE 7-DAY BLACK OUT PERIOD RULES AS THEY APPLY TO
YOU.
16
Securities Reporting for Investment Access Persons
-----------------------------------------------------------------------------
This chart indicates which securities must IS REPORTING REQUIRED? IS PRECLEARANCE REQUIRED?
be reported on your initial and annual
certification.
- ------------------------------------------------------------------------------------------------------------------------------
American Depository Receipts/Shares/Units Yes Yes
(ADRs/ADSs/ADUs) (against underlying security and ADR/ADU)
- ------------------------------------------------------------------------------------------------------------------------------
Annuities - Fixed No No
(other than market value adjusted annuities)
- ------------------------------------------------------------------------------------------------------------------------------
Annuities - Variable and market value adjusted Yes No
annuities Report underlying Except for portfolio managers, fixed income
securities sector team leaders or sector team managers,
Executive Vice President of Fixed Income
Investments and Chief Investment Officer.
(see page 29)
- ------------------------------------------------------------------------------------------------------------------------------
American Express Stock Yes Yes
- ------------------------------------------------------------------------------------------------------------------------------
(Options on) American Express Stock (i.e., puts Yes Yes
and calls)
- ------------------------------------------------------------------------------------------------------------------------------
American Express stock options (obtained as a Yes Yes
part of an incentive plan) Preclearance not required for cashless exercise
- ------------------------------------------------------------------------------------------------------------------------------
Ameriprise Financial Stock * Yes No
Except Executive Leadership Team need to
preclear with the Corporate Secretary's office.
- ------------------------------------------------------------------------------------------------------------------------------
(Options on) Ameriprise Financial Stock (i.e., Prohibited Prohibited
puts and calls)*
- ------------------------------------------------------------------------------------------------------------------------------
Ameriprise Financial stock options (obtained as Yes Except Executive Leadership Team need to
a part of an incentive plan)* preclear with the Corporate Secretary's office
- ------------------------------------------------------------------------------------------------------------------------------
Bonds and other debt instruments, including but Yes No
not limited to:
- - Corporate
- - U.S. Guaranteed or of federally
sponsored enterprises (FHLMC, FNMA,
GNMA, etc.)
- - Municipal
- - Closely held
- ------------------------------------------------------------------------------------------------------------------------------
Bonds and other direct debt instruments of the No No
U.S. Government: (e.g., Treasury notes, bills,
bonds or STRIPS)
- ------------------------------------------------------------------------------------------------------------------------------
Bonds - convertible Yes Yes
- ------------------------------------------------------------------------------------------------------------------------------
Bank certificates of deposit, Savings No No
Certificates, checking and savings accounts
and money market accounts. bankers' acceptances,
commercial paper and high quality short-term
debt instruments, including repurchase agreements.
- ------------------------------------------------------------------------------------------------------------------------------
Currency Accounts No No
- ------------------------------------------------------------------------------------------------------------------------------
Derivatives (DECS, ELKS, PRIDES, etc.) Yes Yes
(against both underlying stock & derivative)
- ------------------------------------------------------------------------------------------------------------------------------
Futures: commodity, currency, financial, or Yes No
stock index
- ------------------------------------------------------------------------------------------------------------------------------
17
-----------------------------------------------------------------------------
This chart indicates which securities must IS REPORTING REQUIRED? IS PRECLEARANCE REQUIRED?
be reported on your initial and annual
certification.
- ------------------------------------------------------------------------------------------------------------------------------
Index Securities - (e.g., S&P 500, SPDRS/SPY, Yes Yes
Diamonds/DIA, Cubes/QQQ, Exchange Traded (except broadly based Index securities,
Funds, Holders Trusts, Power Shares) defined as 20 or more names)
- ------------------------------------------------------------------------------------------------------------------------------
Life Insurance (variable) Yes No
Report underlying Except for portfolio managers, fixed income
securities sector team leaders or sector team managers,
Executive Vice President of Fixed Income
Investments and Chief Investment Officer.
(see page 29)
- ------------------------------------------------------------------------------------------------------------------------------
Limited Offerings / Private Placements - Equity Yes Yes
and Fixed Income (see page 20)
- ------------------------------------------------------------------------------------------------------------------------------
Limited Partnerships Yes Yes
- ------------------------------------------------------------------------------------------------------------------------------
Limit order Yes Yes, must renew daily
- ------------------------------------------------------------------------------------------------------------------------------
Managed or wrap accounts:
o If individual securities held and Yes Yes
investor has ability to exercise trading
discretion
o If individual securities held and Yes No
investor does not have ability to exercise
trading discretion
o If individual securities not held Yes No
- ------------------------------------------------------------------------------------------------------------------------------
Mutual Funds that are "Covered Mutual Funds" Yes No
(these are Mutual Funds other than money market Except for portfolio managers, fixed income
mutual funds that are advised or sub-advised by sector team leaders or sector team managers,
RiverSource Investments or Kenwood Capital Executive Vice President of Fixed Income
Management or for which an affiliate of Investments and Chief Investment Officer.
RiverSource Investments or Kenwood Capital (see page 29)
Management serves as principal underwriter)
- ------------------------------------------------------------------------------------------------------------------------------
Mutual Funds that are not "Covered Mutual Funds" No No
- ------------------------------------------------------------------------------------------------------------------------------
Closed End Funds, including registered fund of Yes Yes
hedge funds
- ------------------------------------------------------------------------------------------------------------------------------
Money market mutual funds No No
- ------------------------------------------------------------------------------------------------------------------------------
Options on stocks Yes Yes
(except when closing position in the last 5
business days before expiration)
Must preclear underlying security
- ------------------------------------------------------------------------------------------------------------------------------
Options: exercise of option to buy or sell Yes No
underlying stock
- ------------------------------------------------------------------------------------------------------------------------------
Options on futures and indices (currency, Yes Yes
financial, or stock index) (except broadly based Index securities,
defined as 20 or more names)
- ------------------------------------------------------------------------------------------------------------------------------
REITS (Real Estate Investment Trusts) Yes Yes
- ------------------------------------------------------------------------------------------------------------------------------
Stocks: common or preferred Yes Yes
- ------------------------------------------------------------------------------------------------------------------------------
18
-----------------------------------------------------------------------------
This chart indicates which securities must IS REPORTING REQUIRED? IS PRECLEARANCE REQUIRED?
be reported on your initial and annual
certification.
- ------------------------------------------------------------------------------------------------------------------------------
Stocks: convertible preferred Yes Yes
- ------------------------------------------------------------------------------------------------------------------------------
Stocks: short sales (short sales prohibited Yes Yes
on Ameriprise Financial stock)
- ------------------------------------------------------------------------------------------------------------------------------
Stocks (owned) - exchanges, swaps, mergers,
tender offers Yes No
- ------------------------------------------------------------------------------------------------------------------------------
Stocks - public offerings (initial OR secondary) Prohibited Prohibited
- ------------------------------------------------------------------------------------------------------------------------------
Stocks - Rights or warrants acquired separately Yes Yes
- ------------------------------------------------------------------------------------------------------------------------------
Treasury Inflation Protected Securities (TIPS) No No
- ------------------------------------------------------------------------------------------------------------------------------
Unit Investment Trusts (UITs) Yes No
- ------------------------------------------------------------------------------------------------------------------------------
* Incentive awards of Ameriprise Financial stock options, restricted stock and
portfolio grants and the sale through Ameriprise Financial of a part of these
shares to cover taxes at the time of vesting or exercise are subject to
reporting. In addition, other holdings, purchases and sales of Ameriprise
Financial stock are required to be reported.
SPECIAL NOTE FOR 401(K)S: reporting is required for any 401(k) or an
employer-sponsored incentive savings plan held by the Investment Access
Person. For any 401(k) held by a spouse who is not also an Investment Access
Person, reporting is required on everything except Mutual Funds that are not
Covered Mutual Funds. In other words, an Investment Access Person does not
need to report Mutual Funds held in a spouse's 401(k) plan unless they are
Covered Mutual Funds.
SPECIAL NOTE FOR AUTOMATIC INVESTMENT PLANS: you do not need to report
transactions that are made as part of a regular periodic purchase (or
withdrawal). For example: payroll deduction, bank authorizations etc.
19
LIMITED OFFERINGS (PRIVATE PLACEMENT) PRECLEARANCE - EQUITY AND FIXED INCOME
ALL INVESTMENT ACCESS PERSONS need to obtain approval to invest in any Limited
Offerings (private placements), i.e., a security not offered to the public.
Approvals must be obtained in writing from your immediate leader, RiverSource
Investments' Chief Investment Officer (CIO), and Personal Trade Compliance
PRIOR to investing (in the CIO's absence, approval may be obtained from
RiverSource Investments' Executive Vice President of Fixed Income Investments
or the Chief Administrative Officer). In the case of the CIO, approval must be
obtained from the Chief Compliance Officer and Personal Trade Compliance.
Limited Offerings include most hedge funds.
HOW TO OBTAIN APPROVAL - Write an explanation of the investment and submit the
request to your leader (except that, for investments by the CIO, the CIO
should send the request directly to "Personal Trading" via Lotus Notes).
Required information you must include in your request:
o the nature of the investment
o how you were solicited
o approximate dollar amount you are planning to invest
o whether or not the opportunity was being offered to any client accounts
o whether the security is likely to be purchased by a client account in the
future
In considering whether to make a request, consider whether your investment
might create a conflict with a business interest of RiverSource Investments,
Kenwood Capital Management or any of their affiliates. See the Ameriprise
Financial or Kenwood Capital Management Code of Conduct and the Regulatory
Information Center.
HOW LIMITED OFFERINGS/PRIVATE PLACEMENTS ARE APPROVED - Your leader will
approve or reject your request, and return the request to you. If approval is
granted, send the request to the CIO for approval. If the CIO grants approval,
send the request via Lotus Notes to "Private Placement Preclearance". YOU
CANNOT ENTER INTO THE PROPOSED TRANSACTION WITHOUT APPROVAL FROM PERSONAL
TRADE COMPLIANCE.
Personal Trade Compliance will respond to you requesting any additional
information or further documentation needed to make a decision. Upon receipt
of all necessary documentation, Personal Trade Compliance will then confirm in
writing whether you may invest. If your preclearance request is approved, you
must report the investment on the quarterly reporting form, which will be
provided to you near the beginning of each calendar quarter.
If you have questions about how the private placement approval process applies
to a transaction you are considering, PLEASE CONTACT US BY SENDING A LOTUS
NOTE TO "PERSONAL TRADING" OR CALL THE PERSONAL TRADE HOTLINE AT 612-671-5196
BEFORE YOU INVEST.
20
60-DAY HOLDING PERIOD FOR COVERED MUTUAL FUNDS
No Investment Access Person may sell shares of a Covered Mutual Fund held for
less than 60 calendar days. In addition, because Investment Access Persons are
prohibited from engaging in market timing (short-term trading) in shares of
any Mutual Fund or other pooled vehicles, Investment Access Persons must also
comply with the holding period policy established by any Mutual Fund held,
even though the Mutual Fund may not be Covered Mutual Fund. A Mutual Fund's
holding period policy may require that shares be held longer than 60 days.
Please see the Mutual Fund's prospectus for further information.
You must wait until calendar day 61 (TRADE DATE + 60) to sell or redeem all or
part of your position in a Covered Mutual Fund. This prohibition applies
across all accounts in which you have a beneficial interest (so that you
cannot buy shares of a Covered Mutual Fund in one account and sell them from
another account within 60 days, unless the transactions fall within the
exceptions set forth below). WHEN CALCULATING THE 60-DAY HOLDING PERIOD, YOU
MUST USE THE LAST-IN, FIRST-OUT (LIFO) METHOD. We use LIFO for two main
reasons:
o the purpose of the rule is to discourage market timing. A first-in,
first-out (FIFO) or specific identification method could enable
short-term trading.
o application of a method other than LIFO could be very cumbersome and
time-consuming.
EXCEPTIONS
The Firm grants six exceptions to this rule:
o MONEY MARKET FUNDS - investments in money market funds are not
subject to the 60-day holding period.
o AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS - automatic investment
and withdrawal programs such as payroll deduction programs are not
subject to the 60-day holding period.
o DIVIDEND REINVESTMENTS - purchases of shares of a Covered Mutual
Fund through the reinvestment of dividends or capital gain
distributions on such fund are not subject to the 60-day holding
period.
o ERISA ACCOUNTS - shares of a Covered Mutual Fund held through an
ERISA account, such as a 401(k) account, are not subject to the
60-day holding period. Note, however, that the prohibition on market
timing of Covered Mutual Funds continues to apply to such accounts.
o DEATH OF ACCOUNT OWNER - sales by the estate of a deceased account
owner, or by the beneficiary of a transfer-on-death (TOD) or similar
account, of shares of a Covered Mutual Fund purchased by the owner
before the owner's death are not subject to the 60-day holding
period. If the shares are held in an account with a broker or
Covered Mutual Fund that requires transfer of the shares from an
account in the name of the deceased to an account in the name of the
estate or the beneficiary before sale of the shares by the estate or
beneficiary, the transfer and sale of the shares are not subject to
the 60-day holding period.
21
o FINANCIAL HARDSHIP - a financial hardship must be an "immediate and
heavy financial need" and must be a situation where funds are not
readily available from other sources. Financial hardships must meet
the criteria outlined in the Ameriprise Financial 401(k) Plan.
Hardships are further subject to the following stipulations:
> The amount traded may not exceed the amount required to meet
the financial hardship, though the trade amount may include an
amount for anticipated income taxes and tax penalties. Please
consult with your tax advisor for advice.
> You must receive approval from Personal Trade Compliance before
a hardship trade. Begin by calling Personal Trade Compliance at
612-671-5196 for assistance. You will need to put your request
in writing and to route it to Personal Trade Compliance or send
a Lotus Note to "Personal Trading". You will receive a response
within two business days.
> Your request may not be approved if the standards outlined
above are not met.
If you have questions about the 60-day holding period, please contact us
by sending a Lotus Note to "Personal Trading" or call us at 612-671-5196
before you execute a trade.
None of these exceptions allow you to engage in market timing of any
Mutual Fund.
22
- --------------------------------------------------------------------------------
FAILURE TO COMPLETELY AND ACCURATELY DISCLOSE BROKERAGE & COVERED MUTUAL FUND
ACCOUNTS, HOLDINGS AND QUARTERLY NON-BROKERAGE ACTIVITY BY THE TIME FRAMES
SPECIFIED BY PERSONAL TRADE COMPLIANCE IS A VIOLATION OF THE CODE AND MAY
RESULT IN A SANCTION, WHICH INCLUDES POSSIBLE TERMINATION.
- --------------------------------------------------------------------------------
INITIAL HOLDINGS DISCLOSURE
New Investment Access Persons must disclose all brokerage accounts with
certain securities holdings in which they have a beneficial interest, as
indicated in the chart on pages 17-19 of this Code. You also must disclose all
of the holdings in those accounts. All new Investment Access Persons will
receive a copy of the Code of Ethics that applies to them and that includes an
Initial Personal Account and Holdings Disclosure form. This document must be
returned to Personal Trade Compliance H26/1880 within 10 days. An example of
this form is located in Appendix B.
IF YOU OWN BROKERAGE ACCOUNTS OUTSIDE OF THE LIMITED CHOICE BROKERS
(AMERIPRISE FINANCIAL, MERRILL LYNCH, OR SCHWAB), THAT HOLD SECURITIES SUBJECT
TO THE LIMITED CHOICE POLICY, YOU MUST TRANSFER YOUR ACCOUNT(S) TO ONE OF
LIMITED CHOICE BROKERS WITHIN 45 CALENDAR DAYS.
ANNUAL CERTIFICATION AND ANNUAL HOLDINGS DISCLOSURE
In addition to reporting requirements already outlined, every Investment
Access Person must submit an annual certification form. If you are new to the
company, you will receive a form and instructions when you attend your
orientation session. If you do not attend this orientation session, please
contact Personal Trade Compliance at 612-671-5196 for the information.
All Investment Access Persons must also disclose annually all brokerage
accounts and certain securities holdings in which they have a beneficial
interest, as indicated in the chart on pages 17-19 of this Code. Failure to
disclose annual holdings by the time frames specified by Personal Trade
Compliance may result in a sanction, which includes possible termination.
Additionally, on an annual basis you must certify that you have complied with
the Code during the past year and will continue doing so going forward.
All Investment Access Persons will receive a form on an annual basis from
Personal Trade Compliance. You must document your account(s) certification and
holdings disclosures on this form.
QUARTERLY REPORTING AND CERTIFICATION
Personal Trade Compliance will send you a form each quarter to indicate
whether, for a given calendar quarter, you executed securities transactions
outside of a broker-dealer account or engaged in transactions in Covered
Mutual Funds as identified on the quarterly reporting form.
You must return the quarterly reporting form to Personal Trade Compliance
within 30 calendar days of the last day of the quarter. You must also certify
quarterly that you have complied with the provisions of this Code of Ethics
relating to transactions in Covered Mutual Funds, including prohibitions on
market timing and the misuse of material non-public information relating to
Covered Mutual Funds, including information relating to portfolio contents or
pricing.
23
INVESTMENT CLUBS
There is no prohibition against joining an investment club. The account must
be held at one of the limited choice brokers, Ameriprise Brokerage, Schwab or
Merrill Lynch, unless the club has been granted an exception from Personal
Trade Compliance.
Investment Access Persons who are members of investment clubs are required to
preclear club transactions. Execution of non-precleared trades made by club
members will result in a violation for the Investment Access Person. (This
also applies to any other accounts which meet the criteria indicated under
"security activities which must be reported" on page 13) When FORMING OR
JOINING AN INVESTMENT CLUB, provide the following to Personal Trade
Compliance:
o a copy of the Brokerage Account Notification Form (see Appendix C)
o a copy of your investment club's bylaws
o a list of the members in the club and an indication if any members
are employees, independent contractors or associated persons of
Ameriprise Financial. Please include the individual's employee,
Advisor, or contractor identification number.
o the contact person for the club in case of questions
GIFTING SECURITIES
If you gift securities to a NON-PROFIT ORGANIZATION, please provide the
following information in writing prior to making the gift, to Personal Trade
Compliance:
o the name of the organization to which you are giving the securities
o a description of the security
o the number of shares being given
o the day you intend to buy the security (if not already owned)
o the day you intend to give the securities (if the gift was not
actually given on the day intended, please inform Personal Trade
Compliance)
Preclearance is not necessary for a gift to a non-profit organization, and the
60-day and 7-day rules do not apply.
For gifting securities to a for-profit organization or to an individual or
trust, the preclearance and 7-day rules do apply if you are purchasing the
securities you intend to give. The 60-day rule does not apply should the donor
of the gift choose to sell the security. You will need to report the
transaction on the quarterly certification form.
24
SANCTIONS
Sanctions will be imposed for violations of Ameriprise Financial, SEC, or NASD
rules or policies. These sanctions are communicated via violation letters and
may vary depending on the severity of the violation, if a record of previous
violations exists and/or the violation was self-reported. Examples of
potential sanctions include (but are not limited to):
o a written reminder about the rules (with a copy to the individual's
manager)
o notification to your broker to freeze your account from any buy-side
trading. This is a typical sanction if you fail to move your account(s)
to one of the three limited choice brokers - Ameriprise Financial
Brokerage, Schwab, or Merrill Lynch. The account could then be used only
for transfers and liquidations.
o prohibition against personal trading for a specific period of time
o forfeiture of profits
o monetary fine
o negative impact on the individual's bonus or other compensation and or
performance rating
o termination
A written record of each violation and sanction is maintained by Personal
Trade Compliance.
UNUSUAL TRADING ACTIVITY
The Personal Trade Committee and your department head review your personal
trading activity regularly. We may ask to review specific transactions with
you or your broker if clarification is necessary. You may also be asked to
supply Personal Trade Compliance with a written explanation of your personal
trade(s). Examples of situations that may require a memo of explanation
include, but are not limited to:
o violations of personal trading rules
o trades in a security shortly before RiverSource Investments or Kenwood
Capital Management trades in the same security on behalf of a client
o patterns of personal trading that are similar to your clients' trading
o significant changes in trading volume or consistently excessive trading
volume
o patterns of short-term, in and out trading
o significant positions in illiquid securities
o a number of associated persons trading in the same security in the same
time frame
25
- --------------------------------------------------------------------------------
INCREMENTAL RESTRICTIONS AND REQUIREMENTS
- --------------------------------------------------------------------------------
INCREMENTAL RESTRICTIONS AND REQUIREMENTS FOR INVESTMENT PERSONNEL
(see Investment Personnel definition on page 7)
60-DAY HOLDING PERIOD FOR INDIVIDUAL SECURITIES*
- -----------------------------------------------
Profiting from short-term trading is prohibited. You may not buy, then sell
(or sell short, then cover the short) the same securities (or equivalent)
within 60-calendar days, WHILE REALIZING A GAIN. You must wait until calendar
----------------------
day 61 (TRADE DATE + 60) to close out your position if you will be making a
profit. WHEN CALCULATING THE 60-DAY HOLDING PERIOD, YOU MUST USE THE LAST-IN,
FIRST-OUT (LIFO) METHOD. We use LIFO for two main reasons:
o the purpose of the rule is to discourage short-term trading. A first-in,
first-out (FIFO) or specific identification method could encourage
short-term trading.
o application of a method other than LIFO could be very cumbersome and
time-consuming.
EXCEPTIONS
The Firm grants three exceptions to this rule:
o SMALL TRADE - defined as $10,000 or less of S&P 500 securities or ten
option contracts in S&P 500 securities. There is a limit of one small
trade exception per calendar month. PLEASE INDICATE ON YOUR PRECLEARANCE
FORM "SMALL TRADE EXCEPTION". The small trade exception still requires
you to obtain preclearance.
o FUTURES AND INDICES - due to the size and liquidity of certain markets,
the following investment vehicles are exceptions to the 60-day holding
period requirement and do not need to be precleared:
- financial futures (e.g., Treasury bond futures)
- stock index futures (e.g., S&P 500 index futures)
- currency futures (e.g., futures on Japanese Yen)
This exception also applies to options on futures and indices. Options on
equities continue to be subject to the 60-day rule.
* THIS IS SEPARATE FROM THE 60-DAY HOLDING PERIOD FOR COVERED MUTUAL FUNDS.
26
- --------------------------------------------------------------------------------
INCREMENTAL RESTRICTIONS AND REQUIREMENTS
- --------------------------------------------------------------------------------
INCREMENTAL RESTRICTIONS AND REQUIREMENTS FOR INVESTMENT PERSONNEL CONT'D
o FINANCIAL HARDSHIP - a financial hardship must be an "immediate and heavy
financial need" and must be a situation where funds are not readily
available from other sources. Financial hardships must meet the criteria
outlined in the Ameriprise Financial 401(k) Plan. Hardships are further
subject to the following stipulations:
o The amount traded may not exceed the amount required to meet the
financial hardship, though the trade amount may include an amount
for anticipated income taxes and tax penalties. Please consult with
your tax advisor for advice.
o You must receive approval from Personal Trade Compliance before a
hardship trade. Begin by calling Personal Trade Compliance at
612-671-5196 for assistance. You will need to put your request in
writing and to route it to Personal Trade Compliance at H26/1880 or
send a Lotus Note to "Personal Trading". You will receive a response
within two business days.
o Your request may not be approved if the standards outlined above are
not met.
If you have questions about the 60-day holding period please contact us by
sending a Lotus Note to "Personal Trading" or call 612-671-5196 before you
execute.
In addition to the 60-day holding period for individual securities, additional
rules apply to Investment Access Persons who fall within one or more of the
following categories of personnel:
> PORTFOLIO MANAGERS: All Portfolio Managers are subject to the 7-day
blackout rule described in this Code. In addition, Portfolio
Managers must obtain preclearance for trades in certain Covered
Mutual Fund shares.
> RESEARCH ANALYSTS: Research Analysts are subject to additional
restrictions on their personal trading activity based on current or
anticipated recommendations.
> SATELLITE OFFICE PERSONNEL: All Satellite Office Personnel are
subject to the 7-day blackout rule described in this Code.
> TRADERS: All Traders who trade in OTC securities for their own
accounts must trade through Ameriprise Financial Brokerage. Traders
may not trade in brokerage firm stocks for their own accounts.
These additional rules are described in more detail below.
27
- --------------------------------------------------------------------------------
INCREMENTAL RESTRICTIONS AND REQUIREMENTS FOR PORTFOLIO MANAGERS
- --------------------------------------------------------------------------------
PORTFOLIO MANAGERS: ADDITIONAL RULES
7-DAY BLACKOUT PERIOD
Portfolio managers are not allowed to buy or sell a security during the
seven-day blackout period, which is defined as:
o trade date less seven calendar days BEFORE and trade date plus seven
---
calendar days AFTER a fund or account they manage trades in that same (or
equivalent) security. This means a PORTFOLIO MANAGER MUST WAIT UNTIL
CALENDAR DAY 8.
For example, a portfolio manager's fund trades XYZ Co. on August 12. The last
day for a personal trade of XYZ Co. is August 4 and the next day a personal
trade can be made is August 20.
THIS RULE INCLUDES ALL INDIVIDUAL PORTFOLIO TRADES AS WELL AS PROGRAM TRADES,
EXCEPT FOR PATTERN ACCOUNT TRADES.
EXCEPTIONS
The Firm grants two exceptions to this rule:
o SMALL TRADES - defined as $10,000 or less of S&P 500 securities or ten
option contracts in S&P 500 securities. There is a limit of one small
trade exception per calendar month. PLEASE INDICATE ON YOUR PRECLEARANCE
FORM "SMALL TRADE EXCEPTION." The small trade exception still requires
you to obtain preclearance.
o FUTURES AND INDICES - due to the size and liquidity of certain markets,
the following investment vehicles are exceptions to the 7-day blackout
period rule and do not need to be precleared:
o financial futures (e.g., Treasury bond futures)
o stock index/futures (e.g., S&P 500 index/futures)
o currency futures (e.g., futures on Japanese Yen)
This exception also applies to options on futures and indices. Options on
equities continue to be subject to the 7-day blackout rule.
If you have questions about how the 7-day blackout rule applies to a trade you
are considering, please contact us by sending a Lotus Note to "Personal
Trading" or call 612-671-5196 before executing your trade.
28
- --------------------------------------------------------------------------------
INCREMENTAL RESTRICTIONS AND REQUIREMENTS FOR PORTFOLIO MANAGERS
- --------------------------------------------------------------------------------
PORTFOLIO MANAGERS: ADDITIONAL RULES CONT'D
PRECLEARANCE OF COVERED MUTUAL FUND TRADES
Equity portfolio managers (including associate portfolio managers) and
fixed-income sector leaders and managers must obtain prior approval - known as
preclearance - WHEN BUYING OR REDEEMING OR OTHERWISE TRADING IN SHARES OF ANY
COVERED MUTUAL FUND FOR WHICH THE PORTFOLIO MANAGER OR SECTOR LEADER'S OR
MANAGER'S TEAM MANAGES AT LEAST PART OF THE PORTFOLIO. The Executive Vice
President-Fixed Income and the CIO must obtain preclearance when trading in
shares of any Covered Mutual Fund. Approvals must be obtained in writing from
RiverSource Investments' CIO and from Personal Trade Compliance PRIOR to
investing (in the CIO's absence, approval may be obtained from RiverSource
Investments' Executive Vice President of Fixed Income Investments or the Chief
Administrative Officer). In the case of the CIO, approval is required from the
Chief Compliance Officer and Personal Trade Compliance.
When requesting preclearance, you must follow these procedures:
HOW TO OBTAIN APPROVAL - Write an explanation of the investment and submit the
request to the CIO (except that, for investments by the CIO, the CIO should
send the request directly to "Personal Trading" via Lotus Notes). Included in
the request should be an explanation of:
o The Covered Mutual Fund you intend to purchase or sell
o The date of your last transaction in the Covered Mutual Fund
o Your certification that the transaction will not result in a 60-day
holding period violation in any accounts where you have a beneficial
interest.
o Your certification that the transaction will not result in the use of
material non-public information relating to the portfolio contents or
pricing of the Covered Mutual Fund.
HOW COVERED MUTUAL FUND TRANSACTIONS ARE APPROVED - The CIO will approve or
reject your request, and return the request to you. If approval is granted,
send the request along with the CIO's approval to "Personal Trading" via Lotus
Notes.
Personal Trade Compliance will respond to you, requesting any additional
information or further documentation needed to make a decision. Upon receipt
of all necessary documentation, Personal Trade Compliance will then confirm in
writing whether you can engage in your transaction
If you have questions about how the Covered Mutual Fund approval process
applies to a transaction you are considering, PLEASE CONTACT US BY SENDING A
LOTUS NOTE TO "PERSONAL TRADING" OR CALL 612-671-5196 BEFORE YOU INVEST.
EXCEPTIONS:
AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS - automatic investment and
withdrawal programs such as payroll deduction programs are subject to the
Covered Mutual Fund preclearance requirement only at the time such a program
is established or modified.
29
- --------------------------------------------------------------------------------
INCREMENTAL RESTRICTIONS AND REQUIREMENTS FOR RESEARCH ANALYSTS
- --------------------------------------------------------------------------------
RESEARCH ANALYSTS: ADDITIONAL RULES
Research Analysts must conduct their personal trading activities in a manner
such that transactions for an analyst's customers, clients, and employer have
priority over transactions in securities or other investments of which he or
she is the beneficial owner. In order to clarify how Research Analysts should
comply with this requirement, please note the following:
o All new investment recommendations or changes in recommendations should
be communicated immediately in writing through, for example, Vision and
Blackrock. Other appropriate means of communication should be used in
addition to Vision and Blackrock to facilitate broad and immediate
dissemination of the recommendation. In all cases, the analyst must
document their investment recommendations in writing in the form required
by their leader.
o Analysts should not trade a security in their own account if they
anticipate issuing a new recommendation or changing an existing
recommendation on that security or a security issued by the same company.
o Analysts should not trade in a security for their own account contrary to
their current recommendation with respect to the security or rating.
o Analysts should not trade in a particular security in their own account
for a period of 2 business days after a written recommendation with
regard to that security is disseminated through Vision and Blackrock or
by other means.
30
- --------------------------------------------------------------------------------
INCREMENTAL RESTRICTIONS AND REQUIREMENTS FOR SATELLITE OFFICE PERSONNEL
- --------------------------------------------------------------------------------
SATELLITE OFFICE PERSONNEL: ADDITIONAL RULES
The 7-day blackout rule (see page 28 of this Code) applies to all personnel in
RiverSource Investments' satellite offices. NOTE THAT THIS PROCESS DOES NOT
TAKE THE PLACE OF THE STANDARD PRECLEARANCE PROCESS BUT IS IN ADDITION TO
PRECLEARANCE.
In the case of Satellite Office Personnel, the 7-day blackout period applies
to all trades conducted by the respective satellite office within a 7-day
window before or after the Satellite Office Person makes (or intends to make)
a personal trade.
TIPS FOR LOOKING BACK 7 DAYS TO AVOID A POTENTIAL VIOLATION
- -----------------------------------------------------------
To avoid a potential violation, each time a Satellite Office Person wants to
make a personal trade, he or she should check with their local Compliance
Officer to make sure there has been no trading in the security for a portfolio
or advised account (for that particular office) in the past 7 days. If there
----
has been a trade in the past 7 days and the Satellite Office Person proceeds
to trade prior to the 8th calendar day, this trade will be considered a
violation.
TIPS FOR LOOKING AHEAD 7 DAYS TO AVOID A POTENTIAL VIOLATION
- ------------------------------------------------------------
To avoid a potential violation, we recommend that the Satellite Office Person
communicate with each Portfolio Manager about the potential trade to determine
whether the Portfolio Manager anticipates any activity in that security in the
next 7 days within the portfolio. When a Satellite Office Person's personal
trade occurs within the 7-day window before a trade in a security of the same
------
name for a portfolio or advised account, this will be flagged as a potential
violation. The Compliance Officer will then determine from the Portfolio
Manager whether the individual who conducted the personal trade was privy to
the information about the impending advised account trade. The accountability
will be on the Satellite Office Person to explain why the personal trade
should not be considered a violation.
If you have any questions about the process, contact your local Compliance
Officer.
31
- --------------------------------------------------------------------------------
INCREMENTAL RESTRICTIONS AND REQUIREMENTS FOR TRADERS
- --------------------------------------------------------------------------------
TRADERS: ADDITIONAL RULES
The following additional rules apply to Traders. These rules are designed to
help ensure that personal trading activities avoid the actual or potential
appearance of a conflict.
o All Traders who trade in OTC securities for their own accounts must trade
through Ameriprise Financial Brokerage.
o Traders may not trade in brokerage firm stocks for their own accounts.
32
- --------------------------------------------------------------------------------
RESPONSIBILITIES OF THE CHIEF COMPLIANCE OFFICER, OR THEIR DELEGATE,
RELATED TO PERSONAL TRADING
- --------------------------------------------------------------------------------
PROCESS AND RESPONSIBILITY
The Chief Compliance Officer, or their delegate (i.e., Personal Trade
Compliance), has primary responsibility for enforcing the Code. Personal Trade
Compliance reviews all alleged personal trading violations and any sanctions
applied. If the alleged violator is the Chief Compliance Officer, the matter
must also be reported to the General Counsel of the firm. A Personal Trading
Committee is also in place to provide oversight and guidance with respect to
RiverSource Investments' and Kenwood Capital Management's personal trading
policies, procedures and compliance issues.
OPPORTUNITY TO RESPOND
A person charged with a violation of the Code may request to appear before the
person or persons enforcing the Code and to respond to all charges, orally or
in writing.
INITIAL HOLDINGS REPORT; ANNUAL HOLDINGS REPORT
The Chief Compliance Officer, or their delegate, shall review and maintain the
initial and annual holdings reports. Completion of the review shall involve
such considerations as the Chief Compliance Officer, or their delegate, deems
necessary to enforce the provisions and intent of this Code.
QUARTERLY PERSONAL TRADING REPORTS
The Chief Compliance Officer, or their delegate, shall review and maintain the
quarterly transaction reports. Completion of the review shall involve such
considerations as the Chief Compliance Officer, or their delegate deems
necessary to enforce the provisions and intent of this Code.
PRE-CLEARANCE
The Chief Compliance Officer, or their delegate, shall review and approve or
disapprove the Investment Access Person requests to pre-clear securities
transactions. Such review shall involve such considerations as the Chief
Compliance Officer, or their delegate, deems necessary to enforce the
provisions and intent of this Code.
VIOLATIONS OR SUSPECTED VIOLATIONS
If the Chief Compliance Officer, or their delegate becomes aware of a
violation or suspected violation of the Code as a result of such review, the
Chief Compliance Officer, or their delegate, shall take whatever steps deemed
necessary to enforce the provisions of the Code, including consulting with
outside counsel.
RECORD RETENTION
Records are required to be kept for seven years (a minimum of two years on
site).
33
- --------------------------------------------------------------------------------
AMERIPRISE FINANCIAL INSIDER TRADING POLICY
- --------------------------------------------------------------------------------
AMERIPRISE FINANCIAL'S
STATEMENT OF POLICY AND PROCEDURES WITH RESPECT TO THE
RECEIPT AND USE OF MATERIAL NON-PUBLIC INFORMATION
This statement represents the policy of Ameriprise Financial with regard to
the receipt and use of material non-public information. If you have any
questions or comments about this policy, please contact either the General
Counsel's Organization (the "GCO") or the Compliance Department. For
Investment Access Persons, this policy is supplemented by the Policy and
Business Procedures Regarding Insider Trading, Restricted List and Information
Walls.
A. GENERAL
Ameriprise Financial prohibits any associated person from trading on the basis
of or otherwise misusing material non-public ("inside") information. Section
10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule
10b-5 make it unlawful for any person or corporate insider, while in the
possession of material non-public ("inside") information, to trade or to
recommend trading in securities, or to communicate the material non-public
information to others.
In light of the above and in compliance with the requirements of Section 204A
of the Investment Advisers Act of 1940 (the "Advisers Act'), Rule 206(4)-7
enacted thereunder and the Insider Trading & Securities Fraud Enforcement Act
of 1988 (the "Enforcement Act"), Ameriprise Financial has consistently
maintained the policy that associated persons possessing material nonpublic
information must not (a) use such information to obtain profits, mitigate
losses or otherwise secure benefits for Ameriprise Financial, any of its
affiliates or clients, themselves or others, (b) engage in transactions or
make recommendations on the basis of such information, or (c) disclose such
information to others.
B. WHAT IS "MATERIAL NON-PUBLIC INFORMATION"?
Generally, it includes material information about an issuer (including a
government entity) or the market for the issuer's securities that has not been
disclosed generally to the marketplace. In addition to coming from the issuer,
material non-public information can come from persons with access to the
information, including not only the issuer's officers, directors and other
employees, but also among others its auditors, investment bankers and
attorneys. Material non-public information may also be obtained by
happenstance, e.g., from social situations, business gatherings, overheard
conversations, misplaced documents and tips from insiders or other third
parties.
1. Material Information. Information is "material" if its dissemination
--------------------
is likely to affect the market price of any of the company's or other issuers'
securities or is likely to be considered important by reasonable investors,
including reasonable speculative investors, in determining whether to trade in
such securities. Information may or may not be material, depending on its
specificity, its magnitude, its reliability and the extent to which it differs
from information previously publicly disseminated.
34
Though there is no precise, generally accepted definition of materiality,
information is likely to be material if it relates to significant changes
affecting matters such as:
o Dividend or earnings expectations;
o Changes in previously released earnings estimates;
o Write-downs or write-offs of assets;
o Additions to reserves or bad debts or contingent liabilities;
o A significant increase or decrease in orders;
o Expansion or curtailment of company or major division operations;
o Proposals or agreements involving a joint venture, merger,
acquisition, divestiture;
o A purchase or sale of substantial assets;
o New products or services;
o Exploratory, discovery or research development;
o Criminal indictments, civil litigation or government investigation;
o Disputes with major suppliers or customers;
o Labor disputes including strikes or lock-outs;
o Substantial changes in accounting methods;
o Debt service or liquidity problems;
o Extraordinary borrowings;
o Bankruptcy or insolvency;
o Extraordinary management developments;
o Public offerings or private sales of debt or equity securities;
o Calls, redemptions or purchases of the company's own stock;
o Issuer tender offers;
o Recapitalizations;
o Competitive developments within the marketplace.
2. Non-public Information. Non-public information is information that has not
----------------------
been made available to investors generally. It includes information received
in circumstances indicating that it is not yet in general circulation. It also
includes situations in which the recipient knows or should know that the
information could only have been provided directly or indirectly by the issuer
or its insiders. For example, personnel at Ameriprise Financial may
temporarily become insiders when an external source, such as a company or
officer of a company, entrusts material non-public information in connection
with a commercial relationship or transaction to an associated person of
Ameriprise Financial with the expectation that the information will remain
confidential. In order for non-public information to become public, it must be
disseminated through recognized channels of distribution designed to reach the
securities marketplace.
To show that material information is public, you should be able to point to
some fact verifying that the information has become generally available. For
example, disclosure in a national business and financial wire service, by a
news service, or in a publicly disseminated disclosure document would all be
sufficient to consider the information generally available. The circulation of
rumors or "talk on the street," even if accurate and widespread does not
constitute the requisite public disclosure.
Material information disclosed only to institutional investors or to a fund
analyst or a favored group of analysts generally may retain its status as
non-public information and must not be disclosed or otherwise misused.
Similarly, partial disclosure does not constitute public dissemination. As
long as any material component of the inside information has yet to be
publicly disclosed, the information is non-public and a trade based on, or
sharing of such information is prohibited.
35
3. Information Disclosed in Breach of a Duty (Tipper and Tippee Liability).
-----------------------------------------------------------------------
Associated persons of Ameriprise Financial must be wary of material non-public
information disclosed in breach of a corporate insider's fiduciary duty. Even
when there is no expectation of confidentiality, you may become an insider
upon receiving material non-public information in circumstances in which you
know or should know that a corporate insider is disclosing information in
breach of the fiduciary duty he or she owes his or her company and its
shareholders. Whether the disclosure is an improper "tip" that renders the
recipient a "tippee" depends on whether the corporate insider expects to
benefit personally, either directly or indirectly, from the disclosure. In the
context of an improper disclosure by the corporate insider, the requisite
"personal benefit" is not limited to a business or future monetary gain.
Rather, a prohibited personal benefit may include a reputational benefit, an
expectation of a quid pro quo from the recipient or the recipient's employer,
or an intention to benefit the recipient or the recipient's employer by
sharing the material non-public information.
Given the potentially severe regulatory, civil and criminal sanctions to which
you, Ameriprise Financial and other associated persons of Ameriprise Financial
could be subject, if uncertain as to whether the information you possess is
material non-public information, you should immediately contact Legal or
Compliance. Pending a final determination in consultation with Legal and/or
Compliance, the information should be treated as material non-public
information that cannot otherwise be communicated to any other person or
misused.
C. CRIMINAL AND CIVIL PENALTIES AND REGULATORY SANCTIONS FOR INSIDER TRADING
Penalties for misusing material non-public information are severe. Depending
on the circumstances and the adequacy of the relevant procedures, the
associated person involved, his or her supervisor, Ameriprise Financial's
principals, officers, directors and other supervisory personnel could all face
substantial regulatory, civil and criminal sanctions.
For example, associated persons of Ameriprise Financial who either trade on
inside information or become subject to tipper or tippee liability are subject
to the following penalties:
1. A civil penalty of up to three times the profit gained or loss avoided;
2. A criminal fine of up to $5,000,000; and
3. A jail term of up to 20 years.
Furthermore, Ameriprise Financial and its supervisory personnel, if they fail
to take appropriate steps to prevent insider trading, are subject to the
following penalties:
1. A civil penalty of up to $1,000,000 or, if greater, three times the
profit gained or loss avoided as a result of the associated person's
violation; and
2. A criminal penalty of up to $2,500,000 for individuals and up to
$25,000,000 for Ameriprise Financial.
Finally, violations of insider trading laws could result in civil injunctions
and a suspension or permanent bar from the securities industry. In addition to
the criminal, civil and regulatory penalties described above, any associated
person who is found to have violated these rules or who is found to have
violated a federal or state securities law or regulation related to the misuse
of material non-public information will be subject to serious sanctions by
Ameriprise Financial, including termination of employment.
36
D. PROHIBITIONS REGARDING MISUSE OF MATERIAL NON-PUBLIC INFORMATION
Listed below are certain prohibitions regarding the misuse of material
non-public information. Anyone who knows or has reason to suspect that these
prohibitions have been violated must bring such actual or potential violation
to the immediate attention of Compliance. These prohibitions are not intended
to be exhaustive, but instead are listed to provide examples of the types of
situations likely to raise significant issues with respect to the misuse of
inside information. No director, officer, principal or associated person of
Ameriprise Financial shall do any of the following:
o Purchase or sell or recommend or direct the purchase or sale of a
security for any client or any client's account managed by
Ameriprise Financial (including accounts owned by Ameriprise
Financial) or for any other person while in possession of material
non-public information relevant to that security.
o Take advantage of material non-public information to purchase or
sell or recommend or direct the purchase or sale of any security for
his or her own account, for any account over which he or she has a
direct or indirect beneficial interest (including an account held by
or for any family member or family-related trust).
o Subject to relevant procedures (including this Personal Trading Code
of Ethics and the Policy and Business Procedures Regarding
Restricted List and Information Walls), disclose material non-public
information to any person, unless such disclosure is both authorized
and necessary to effectively carry out the project or transaction
for which Ameriprise Financial has been approached or engaged.
o Engage in tipping or recommending, whether formally, informally,
orally or in writing, the purchase or sale of any security based on
material non-public information relevant to that security.
o Give consideration to any material non-public information furnished
by any broker-dealer when recommending the allocation of brokerage
to any broker-dealer.
o Trade for his or her personal account with the expectation that an
account managed by Ameriprise Financial will soon trade in the same
security (otherwise known as front-running).
37
APPENDIX A: REQUEST FOR PERSONAL TRADING PRECLEARANCE
- --------------------------------------------------------------------------------
REQUEST FOR PERSONAL TRADING PRECLEARANCE
- --------------------------------------------------------------------------------
- ----------------------------------------------------------------------
A. REQUEST FOR TRADE APPROVAL (COMPLETED BY INVESTMENT ACCESS PERSON):
- ----------------------------------------------------------------------
Last Name: First Name:
----------------------------- -----------------------------
Extension: Fax Number:
----------------------------- -----------------------------
Brokerage Firm: Approved
|_|AMP Brokerage |_|Merrill Lynch |_|Schwab |_|Exception:
---------------------
(specify firm name)
Account Number:
---------------------------
Type of Trade: |_|Buy |_|Sell |_|Short Sale
Ticker: PRECLEARANCE IS ONLY EFFECTIVE
-------------------------- FOR THE DAY IT IS GIVEN.
- ----------------------------------------------------------------------
B. TRADE AUTHORIZATION (COMPLETED BY THE PRECLEARANCE GROUP)
- ----------------------------------------------------------------------
REQUEST APPROVED? |_| Yes |_| No
Approved by: Date/Time (EST)
-------------------------- -----------------------
Log Number:
---------------------------
- ----------------------------------------------------------------------
C. TRADE EXECUTION (COMPLETED BY INVESTMENT ACCESS PERSON)
- ----------------------------------------------------------------------
|_| Trade Executed |_| Trade Not Executed
---
- ----------------------------------------------------------------------
Quantity: Price:
------------- --------------
- ----------------------------------------------------------------------
THREE STEP PRECLEARANCE REQUEST PROCESS
1. INVESTMENT ACCESS PERSON: Complete SECTION A - REQUEST FOR
TRADE APPROVAL and fax Request for Preclearance to the
Preclearance desk at (612) 678-0150 no later than 3 PM
Central Standard Time on the day you which to place the
trade.
2. PRECLEARANCE DESK: Complete SECTION B - TRADE AUTHORIZATION
and fax Request for Preclearance back to Investment Access
person.
3. INVESTMENT ACCESS PERSON: Complete SECTION C - TRADE
EXECUTION and fax to (612) 678-0150 or route (H26/1880) a
copy of the completed Request for Preclearance to the
Personal Trade Team regardless of whether or not the trade
is executed.
Please see pages 15 and 17-19 of the Investment Adviser Code of
Ethics for Investment Access Persons for questions regarding
preclearance requirements.
APPENDIX B: INITIAL PERSONAL ACCOUNT AND HOLDINGS DISCLOSURE
- --------------------------------------------------------------------------------
INITIAL PERSONAL ACCOUNT AND HOLDINGS DISCLOSURE COMPLETION INSTRUCTIONS
INVESTMENT ACCESS PERSONS
- --------------------------------------------------------------------------------
BELOW ARE THE STEPS FOR COMPLETING THE INITIAL PERSONAL ACCOUNT AND HOLDINGS
DISCLOSURE ("INITIAL CERTIFICATION") FORM FOUND ON PAGES B.2 AND B.3:
1. WRITE YOUR NAME, SOCIAL SECURITY NUMBER, ID NUMBER, AND ROUTING NUMBER
ON THE TOP PORTION OF THE FORM.
2. CHECK THE APPROPRIATE BOX IN SECTION 1.
o If you check YES in Section 1, COMPLETE ALL REQUESTED INFORMATION
IN SECTIONS 2 AND 3.
o If you check NO in Section 1 and you do not have accounts, but you
-----------------------------
do have holdings (i.e. physical stock certificate) to report,
----------------
COMPLETE SECTIONS 2 AND 3.
o If you check NO in Section 1 and you have no accounts and no
-----------------------
holdings to report, COMPLETE SECTION 3.
--------
o Please note: A Brokerage Account is an account held at a licensed
brokerage firm in which securities are bought and sold (e.g.,
stocks, bonds, futures, options, Covered Mutual Funds). This
includes employer-sponsored incentive savings plans.
3. IN SECTION 2, STATE THE FIRM NAME, ACCOUNT NUMBER, AND TYPE OF OWNERSHIP.
IF SECURITIES ARE HELD OUTSIDE OF A BROKERAGE ACCOUNT (I.E. PHYSICAL
STOCK CERTIFICATE), ENTER "N/A" IN THE FIRM NAME FIELD.
4. SIGN AND DATE THE FORM IN SECTION 3.
5. RETURN PAGES B.2 AND B.3 TO PERSONAL TRADE COMPLIANCE (H26/1880) WITHIN 5
BUSINESS DAYS. THIS IS VERY IMPORTANT DUE TO REGULATORY TIMING
OBLIGATIONS.
ADDITIONAL INFORMATION
- ----------------------
You must complete and return this form even if you have no accounts or
holdings to disclose.
o BROKERAGE ACCOUNTS: You must disclose all Brokerage Accounts you own or
in which you have a beneficial interest. This includes Ameriprise
Brokerage and accounts held with any other broker,
o COVERED MUTUAL FUNDS: You must disclose all Covered Mutual Funds held
direct-at-fund, including variable annuities and variable life
insurance. COVERED MUTUAL FUNDS are those Mutual Funds for which
RiverSource Investments or Kenwood Capital Management serves as an
investment adviser or for which an affiliate of RiverSource Investments
or Kenwood Capital Management serves as principal underwriter. As of
January 1, 2007, Covered Mutual Funds include the RiverSource Mutual
Funds (both retail and variable portfolio funds), John Hancock Funds
(John Hancock Investment Services, LLC) and Diversified Investors
Portfolios (Diversified Investment Advisors, Inc.). For a current list
of Covered Mutual Funds, please see the latest quarterly or annual
certification request or contact Personal Trade Compliance.
o 401(K)S: Reporting is required for any 401(k), 403(b), or
employer-sponsored incentive savings plan held by the associated person.
For a 401(k) held by a spouse/partner (who is not also associated with
Ameriprise), report all holdings excluding non-proprietary funds.
o BENEFICIAL INTEREST: You must disclose accounts in which you have a
beneficial interest. This includes accounts held in the name of you, your
spouse/partner, or any financially dependent member of your household.
Additionally, beneficial interest extends to the following types of
accounts if you, your spouse/partner or financially dependent member of
your household:
o Is a trustee or custodian for an account (e.g., for a child or
parent)
o Exercises discretion over an account via a power of attorney
arrangement, as an executor of an estate after death, or through
providing investment advice for compensation
o Owns an IRA
o Participates in an investment club
o Has another arrangement substantially equivalent to direct or
indirect ownership.
NOTE: If none of the above beneficial interest situations apply and you
are solely the beneficiary on an account, you do not need to disclose
------
that account.
FOR QUESTIONS ABOUT SECURITIES THAT YOU ARE RESPONSIBLE FOR DISCLOSING, SEE
PAGES 17-19 OF THE INVESTMENT ADVISER CODE OF ETHICS FOR INVESTMENT ACCESS
PERSONS
- --------------------------------------------------------------------------------
INITIAL PERSONAL ACCOUNT AND HOLDINGS DISCLOSURE FORM
INVESTMENT ACCESS PERSONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NAME: SOCIAL SECURITY #:
- --------------------------------------------------------------------------------
ID NUMBER: ROUTING #:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECTION 1
- --------------------------------------------------------------------------------
Do you or any members of your household have any brokerage or Covered Mutual
Fund account(s) (including Ameriprise Brokerage Accounts) in which you have a
direct or indirect beneficial interest, advise for others, have managed by
another person(s), or participate in as a member of an investment club?
|_| YES If yes, complete Section 2 listing all accounts INCLUDING AMERIPRISE
BROKERAGE, SCHWAB OR MERRILL LYNCH AND ALL HOLDINGS WITHIN THOSE ACCOUNTS.
Then complete Section 3.
|_| NO If you do not have accounts but you have holdings to report please fill
out Sections 2 and 3. If you have no accounts and no holdings to report,
please complete Section 3.
- --------------------------------------------------------------------------------
SECTION 2
- --------------------------------------------------------------------------------
ACCOUNT/HOLDINGS DETAIL
o Please complete all columns.
o Sign page B.3 if submitting a hard copy.
o If submitting electronically, please send via e-mail to
personal.trading@ampf.com.
o If submitting a hard copy, please send to Personal Trade Compliance,
H26/1880.
o PLEASE RETURN THIS FORM TO PERSONAL TRADE COMPLIANCE WITHIN 5 DAYS.
THIS IS VERY IMPORTANT DUE TO REGULATORY TIMING OBLIGATIONS.
- -----------------------------------------------------------------------------------------------------------------------------
BROKERAGE FIRM NAME OR SECURITY DESCRIPTION: ACCOUNT OWNERSHIP TYPE* / SSN QUANTITY
INSTITUTION NAME where Name or ticker symbol NUMBER NOTE: Only input the Social Shares or
securities are held. If (or CUSIP) of Security Security number if different amount
securities are not held in an from your own
account, input N/A
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
* E.G. INDIVIDUAL, JOINT, IRA, UTMA/UGMA, SPOUSAL IRA, ETC.
IF MORE SPACE IS NEEDED, ATTACH THE ADDITIONAL INFORMATION ON A SEPARATE PAGE.
PLEASE SIGN AND DATE ANY ATTACHED SHEETS.
APPENDIX B.2
- --------------------------------------------------------------------------------
SECTION 3
- --------------------------------------------------------------------------------
LIST ANY FOR-PROFIT COMPANIES FOR WHICH YOU ARE A MEMBER OF THE BOARD OF
----------
DIRECTORS (IF NONE, PLEASE INDICATE):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECTION 4
- --------------------------------------------------------------------------------
By signing this document, I am certifying that:
o The accounts listed above are the only accounts in which I have a
direct or indirect beneficial interest at this time.
o I understand that failure to completely disclose all of my Brokerage
Accounts and Covered Mutual Fund accounts to Personal Trade Compliance
may result in sanctions, which could lead to termination.
o The securities listed above are the holdings I have at this time. I
understand that failure to completely disclose all of my holdings to
Personal Trade Compliance may result in sanctions, which could include
termination.
o If I have one or more managed accounts, I do not have trading
discretion for the accounts.
o I have completely filled out this certification form so a letter
authorizing duplicate confirmations and statements can be sent to my
broker until my accounts have been transferred to one of the three
limited choice brokerage firms.
o I understand that failure to completely disclose all of my security
holdings to Personal Trade Compliance or failure to complete this form by
the required due date may result in sanctions, which could include
termination.
o I will not participate in market timing of any Mutual Fund or other
pooled vehicle.
o If I open any new Brokerage Accounts I will notify Personal Trade
Compliance in writing by filling out a Brokerage Account Notification
form BEFORE THE FIRST TRADE IS CONDUCTED.
o I HAVE READ AND UNDERSTAND THE AMERIPRISE FINANCIAL INSIDER TRADING
POLICY AND INVESTMENT ADVISER CODE OF ETHICS DOCUMENT AND WILL ABIDE BY
THEM.
- ----------------------------------------- --------------------
Signature Date
RETURN TO: PERSONAL TRADE COMPLIANCE-- H26/1880
APPENDIX B.3
APPENDIX C: BROKERAGE ACCOUNT NOTIFICATION FORM
- --------------------------------------------------------------------------------
BROKERAGE ACCOUNT NOTIFICATION FORM PROCESS
- --------------------------------------------------------------------------------
On the following page is the Brokerage Account Notification Form that is
REQUIRED to be completed if you--or an immediate family member--maintains an
external Brokerage Account. The brokers other than Ameriprise Financial
Brokerage that are allowed at this time are Schwab or Merrill Lynch only.
Please be sure to:
o Fill out the Personal Information Section.
o Fill out the Brokerage Account Information Section.
REMINDER: PLEASE SUBMIT THIS FORM PRIOR TO ANY TRADING.
If you have questions, please send a Lotus Note to "PERSONAL TRADING" or call
the Personal Trade Hotline at 612-671-5196.
***THIS IS NOT AN ACCOUNT TRANSFER FORM AND WILL NOT CAUSE YOUR SECURITIES TO MOVE***
- ------------------------------------------------------------------------------------------------------------------------------------
BROKERAGE ACCOUNT NOTIFICATION FORM
WHEN TO USE THIS FORM: Complete this form when opening any new Brokerage Account (including new accounts opened to support an
account transfer).
- ------------------------------------------------------------------------------------------------------------------------------------
STEP 1: COMPLETE PERSONAL INFORMATION SECTION
-------------------------------------------------------------------------------------------------------------------------------
Your Name (First and Last)
-------------------------------------------------------------------------------------------------------------------------------
ID Number (eg., E12345) / Position / |_| Corporate Office |_| Advisor |_| Field Employee
-------------------------------------------------------------------------------------------------------------------------------
Social Security Number
-------------------------------------------------------------------------------------------------------------------------------
Field or Corporate Office Routing
-------------------------------------------------------------------------------------------------------------------------------
STEP 2: COMPLETE BROKERAGE ACCOUNT INFORMATION SECTION
-------------------------------------------------------------------------------------------------------------------------------
BROKER DEALER (choose one)
-----------------------------------------
NAME ON ACCOUNT ACCOUNT NUMBER SOCIAL SECURITY NUMBER OWNERSHIP * AMERIPRISE CHARLES MERRILL
FINANCIAL SCHWAB LYNCH
BROKERAGE
===============================================================================================================================
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
* E.G. INDIVIDUAL, JOINT, IRA, UTMA/UGMA, SPOUSAL IRA, ETC.
STEP 3: SUBMIT COMPLETED FORM TO PERSONAL TRADE COMPLIANCE
-------------------------------------------------------------------------------------------------------------------------------
A. To submit via Interoffice mail, send to PERSONAL TRADE COMPLIANCE, H26 / 1880.
-------------------------------------------------------------------------------------------------------------------------------
B. To submit via Lotus Notes, attach completed form and send to "Personal Trading".
-------------------------------------------------------------------------------------------------------------------------------
APPENDIX D: LIMITED CHOICE EXCEPTION REQUEST
- --------------------------------------------------------------------------------
LIMITED CHOICE EXCEPTION REQUEST
- --------------------------------------------------------------------------------
COMPLETE THIS FORM IF ONE OF THE SITUATIONS DESCRIBED BELOW APPLIES TO
YOU AND YOU WISH TO REQUEST AN EXCEPTION TO THE LIMITED CHOICE POLICY
OF CONDUCTING TRADING THROUGH ONE OF THE THREE AUTHORIZED FIRMS.
Exception Policy - The typical kinds of situations for which Personal Trade
Compliance expects exception requests include:
A. spouse accounts where your spouse works for a broker/dealer firm that
prohibits outside accounts (supporting documentation to include copy of
other firm's policy)
B. non-transferable limited partnership interests held prior to
implementation of limited choice policy (supporting documentation to
include copies of statements reflecting these holdings) Note: Other
holdings and trading would remain subject to limited choice.
C. managed accounts where, e.g., you have authorized broker to exercise
investment discretion on your behalf and you have no discretion over what
specific securities are traded in account (supporting documentation to
include: power of attorney document signed by you and written
representations from you and from broker that you have no trading
discretion.) YOU WILL BE REQUIRED TO RE-CERTIFY ANNUALLY.
- --------------------------------------------------------------------------------
SECTION 1. REQUEST FOR EXCEPTION (COMPLETED BY YOU, PLEASE PRINT)
YOUR NAME: ID NUMBER: ROUTING:
- --------------------------------------------------------------------------------
|_| CORPORATE OFFICE |_| ADVISOR |_| FIELD EMPLOYEE
- --------------------------------------------------------------------------------
EXCEPTION TYPE DESCRIBED ABOVE (ALSO ATTACH SUPPORTING DOCUMENTATION):
- ----------------------------------------------------------------------
|_| A
|_| B
|_| C
|_| Other - explain in sufficient detail on an attachment
Broker Name: Account #
- --------------------------------------------------------------------------------
Account Ownership (Name on Account):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Your Signature Social Security # Date
- --------------------------------------------------------------------------------
SECTION 2. EXCEPTION REVIEW (COMPLETED BY PERSONAL TRADE COMPLIANCE)
- --------------------------------------------------------------------------------
|_| Request on hold, more documentation needed - PLEASE PROVIDE:
|_| Request Denied
|_| Request Approved
- --------------------------------------------------------------------------------
1st Level Approval Date
- --------------------------------------------------------------------------------
2nd Level Approval Date
Limited Choice Exception Request Appendix D.1
INVESTMENT ADVISER CODE OF ETHICS FOR
RETAIL ACCESS PERSONS:
- EMPLOYEES, INCLUDING P1 ADVISORS
- P2 ADVISORS AND EMPLOYEES OF P2 ADVISORS
AMERIPRISE FINANCIAL, INC. AND ITS AFFILIATES
APRIL 2006
- ------------------------------------------------------------------------------------------
INVESTMENT ADVISER CODE OF ETHICS
AMERIPRISE FINANCIAL, INC. AND ITS AFFILIATES
- ------------------------------------------------------------------------------------------
OVERVIEW.................................................................................3
Required Standards of Business Conduct................................................4
General Policy on Accepting Gifts.....................................................5
DEFINITIONS..............................................................................7
PERSONAL TRADING RULES FRAMEWORK.........................................................8
Applicability.........................................................................8
General Rules.........................................................................9
Basis for Rules......................................................................11
REPORTING REQUIREMENTS FOR RETAIL ACCESS PERSONS........................................12
Securities Activities Which Must Be Reported.........................................12
How To Comply........................................................................12
Exceptions to Limited Choice.........................................................13
Securities Reporting for Retail Access Persons.......................................14
ADDITIONAL RULES & REPORTING REQUIREMENTS...............................................16
Limited Offerings (Private Placement) Preclearance - Equity and Fixed Income.........16
Initial Holdings Disclosure..........................................................17
Annual Certification and Annual Holdings Disclosure..................................17
Quarterly Reporting and Certification................................................17
Investment Clubs.....................................................................18
Sanctions............................................................................19
Unusual Trading Activity.............................................................19
RESPONSIBILITIES OF THE CHIEF COMPLIANCE OFFICER........................................20
AMERIPRISE FINANCIAL INSIDER TRADING POLICY.............................................21
A. General...........................................................................21
B. What is "Material Non-Public Information"?........................................21
C. Criminal and Civil Penalties and Regulatory Sanctions for Insider Trading.........23
D. Prohibitions Regarding Misuse of Material Non-Public Information..................24
Appendix A: Initial Personal Account and Holdings Disclosure
Appendix B: Brokerage Account Notification Form
Appendix C: Limited Choice Exception Request
Appendix D: Investment Club Client Disclosure Form
- --------------------------------------------------------------------------------
OVERVIEW
- --------------------------------------------------------------------------------
AS A CONDITION OF YOUR CONTINUED EMPLOYMENT OR ASSOCIATION WITH AMERIPRISE
FINANCIAL, INC. OR ITS AFFILIATES ("AMERIPRISE FINANCIAL"), YOU ARE REQUIRED TO
READ, UNDERSTAND, AND FULLY COMPLY WITH THIS CODE OF ETHICS. THE CODE OF ETHICS
ALSO INCORPORATES INTO ITS TERMS AND REQUIREMENTS THE PROVISIONS OF OTHER
IMPORTANT DOCUMENTS TO WHICH YOU ARE SUBJECT; NAMELY, THE AMERIPRISE FINANCIAL
CODE OF CONDUCT AND, FOR FINANCIAL ADVISORS AND THEIR EMPLOYEES, THE COMPLIANCE
POLICY MANUAL.
It is your personal responsibility and accountability to avoid any conduct that
could create a conflict, or even the appearance of a conflict, with our clients'
interests, or do anything that could damage or erode the trust our clients place
in Ameriprise Financial. This is the spirit of the Code of Ethics. Every person
has the absolute obligation to comply with both the letter and the spirit of the
Code. Failure to comply with its spirit is just as much a violation as a failure
to comply with the written provisions of the Code. In this regard, you should
also be aware that it is impossible for the Code of Ethics to cover every
situation you may encounter. In those situations that are not specifically
covered by the Code we must follow the spirit of the Code. If you are uncertain
as to the appropriate course of action you should take, you should seek
immediate assistance from your leader, the Chief Compliance Officer, or by
calling the Employee Relations Group Service Center at 877-267-HR4U, option 2.
If the Code of Ethics is silent on a particular matter, it does not authorize
conduct that violates the spirit of the Code.
The Code covers not only the activities you perform on a day-to-day basis, but
also your personal securities transactions as well as those of certain of your
family members and entities (such as corporations, trusts, or partnerships) that
you may be deemed to control or influence.
Appropriate sanctions will be imposed for violations of the Code of Ethics.
Sanctions may include bans on personal trading, financial penalties,
disgorgement of trading profits, suspension of employment, and/or termination of
employment or association with Ameriprise Financial. Repeat violations of the
Code will result in progressively stronger sanctions. Self-reporting a violation
of the Code will be considered in determining the appropriate sanction for the
violation.
This Code will be provided to all individuals who are subject to its terms.
AFTER YOU RECEIVE AND REVIEW THE CODE, YOU MUST CERTIFY THAT YOU HAVE RECEIVED,
READ AND UNDERSTAND THE DOCUMENT AND AGREE THAT YOU ARE SUBJECT TO IT AND WILL
COMPLY WITH IT. You are also required to provide similar certifications when the
Code is amended. On an annual basis you must certify that you have complied with
the Code during the past year and will continue to do so going forward.
REQUIRED STANDARDS OF BUSINESS CONDUCT
UNDER THIS CODE OF ETHICS ALL SUPERVISED PERSONS OF AMERIPRISE FINANCIAL MUST
COMPLY WITH AMERIPRISE FINANCIAL'S STANDARDS OF BUSINESS CONDUCT. THESE
STANDARDS ARE THE FOLLOWING:
o COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING THE
FEDERAL SECURITIES LAWS AND OUR FIDUCIARY OBLIGATIONS;
o COMPLIANCE WITH THIS CODE OF ETHICS;
o COMPLIANCE WITH THE AMERIPRISE FINANCIAL CODE OF CONDUCT;
o COMPLIANCE WITH ALL OTHER POLICIES AND PROCEDURES APPLICABLE TO YOUR
POSITION AND ASSIGNED RESPONSIBILITIES, INCLUDING ANY SPECIFIC GIFT
POLICIES APPLICABLE TO YOU;
o FINANCIAL ADVISORS AND THEIR EMPLOYEES MUST ALSO COMPLY WITH THE
COMPLIANCE POLICY MANUAL.
THESE STANDARDS APPLY TO ALL INDIVIDUALS, AT ALL LEVELS OF THE ORGANIZATION.
COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS IS MANDATORY FOR EVERYONE AND IS
NOT SUBJECT TO BUSINESS PRIORITIES OR INDIVIDUAL DISCRETION. IF AT ANY TIME YOU
HAVE A QUESTION ABOUT THE LEGALITY OF A COURSE OF ACTION YOU SHOULD CONSULT WITH
THE GENERAL COUNSEL'S OFFICE BEFORE PROCEEDING.
The Investment Advisers Act of 1940 imposes a fiduciary duty on an investment
adviser to act in utmost good faith with respect to its clients, and to provide
full and fair disclosure of all material facts, particularly where the adviser's
interests may conflict with the client's. The Adviser has a duty to deal fairly
and act in the best interests of its clients at all times.
All employees and certain other associated persons of Ameriprise Financial must
also comply with the Ameriprise Financial Code of Conduct. The Code of Conduct
deals with issues covering, among other things, the acceptance of gifts, service
on the boards of public companies and other outside activities. For specific
guidance on these and other topics that may not be specifically covered by the
Code of Ethics you should refer to the Code of Conduct and the Compliance Policy
Manual.
All financial advisors and their employees associated with Ameriprise Financial
must comply with the Compliance Policy Manual. The provisions of the Code of
Ethics and the Compliance Policy Manual should not conflict. In the event the
provisions of the Code of Ethics or the Compliance Policy Manual conflict or
appear to conflict with those contained in the Code of Conduct you should follow
the guidance contained in the Code of Ethics or Compliance Policy Manual. If at
any time you feel there is ambiguity as to what the appropriate course of action
should be in a particular situation you should immediately seek assistance from
the General Counsel's Office or the Compliance Department before you act.
You are also subject to compliance policies and procedures and other policies
and procedures adopted by the organization. You are responsible for being
familiar with and complying with these policies and procedures. If you are
uncertain as to these additional policies and procedures to which you are
subject, speak with your leader.
As described in greater detail below, the Code of Ethics also addresses personal
securities trading activities in an effort to detect and prevent illegal or
improper transactions.
Under this Code of Ethics you have a duty to promptly report any violation or
apparent violation of the Code of Ethics (including the Code of Conduct and
Compliance Policy Manual) to the Chief Compliance Officer. You can also report
violations or possible violations through the Employee
Relations Group Service Center at 877-267-HR4U, option 2, or anonymously via
Ethicspoint(R) at 800-963-6395. This duty exists whether the violation or
apparent violation is yours or that of another associated person of Ameriprise
Financial. All such reports will be treated confidentially to the extent
permitted by law and will be investigated promptly and appropriately. Ameriprise
Financial prohibits retaliation against individuals who report violations or
apparent violations of the Code in good faith and will treat any such
retaliation as a further violation of the Code. However, it must be understood
that associated persons of Ameriprise Financial who violate the Code are subject
to sanctions for the violation even if they report the violation.
GENERAL POLICY ON ACCEPTING GIFTS
Instances may arise in the course of business where a person or organization
offers you a gift. When being offered a gift, the Ameriprise Financial Code of
Conduct should serve as your primary guide to determining whether or not a gift
is acceptable. The Code of Conduct states: " You may accept entertainment, token
gifts or favors only when the value involved is not significant and clearly will
not place you under any real or perceived obligation to the donor." See the
section on Gifts in the Code of Conduct.
WHEN RECEIVING A GIFT, IT IS IMPERATIVE TO AVOID EVEN THE APPEARANCE OF A
CONFLICT OF INTEREST, REGARDLESS OF THE VALUE OF THE GIFT. Sometimes a situation
may be unclear. If you are unsure whether to accept a gift, talk with your
leader. If your leader is unsure, or feels an exception should be made, he or
she should contact the Compliance Department for guidance. Above all, the
decision should comply with the spirit of the Code of Conduct and this Code of
Ethics.
You may be subject to a more specific gift policy.
FIDUCIARY PRINCIPLES
The following general fiduciary principles shall govern your activities and the
interpretation and administration of these rules:
o The interests of our advised and sub-advised account clients
(including Mutual Fund shareholders) must be placed first at all
times.
o All personal trading transactions must be conducted consistent with
the rules contained in this Code and in such a manner as to avoid any
actual or potential conflict of interest or any abuse of an
individual's position of trust and responsibility.
o You should never use your position with the company, or information
acquired during your employment, in your personal trading in a manner
that may create a conflict - or the appearance of a conflict - between
your personal interests and the interest of the company or its
customers and clients. If such a conflict or potential conflict
arises, you must report it immediately to Personal Trade Compliance.
o Company personnel should not take inappropriate advantage of their
positions.
In connection with providing investment management services to clients, this
includes prohibiting any activity which directly or indirectly:
o Defrauds a client in any manner;
o Misleads a client, including any statement that omits material facts;
o Operates or would operate as a fraud or deceit on a client;
o Functions as a manipulative practice with respect to a client; and
o Functions as a manipulative practice with respect to securities.
These rules do not identify all possible conflicts of interest, and literal
compliance with each of the specific provisions of this Code of Ethics will not
shield company personnel from liability for personal trading or other conduct
that is designed to circumvent its restrictions or violates a fiduciary duty to
our clients.
- --------------------------------------------------------------------------------
DEFINITIONS
- --------------------------------------------------------------------------------
This Investment Adviser Code of Ethics for Retail Access Persons applies to all
associated persons of Ameriprise Financial other than Investment Access Persons
or certain others who receive notice that a different Code of Ethics applies to
them.
ACCESS PERSONS: supervised persons and other persons who are employees or
associated persons of Ameriprise Financial, who have access to nonpublic
information regarding clients' purchase or sale of securities or non public
information regarding the portfolio holdings of Proprietary Funds, are involved
in making securities recommendations to clients, or who have access to
recommendations that are nonpublic.
RETAIL ACCESS PERSONS: Access Persons who have access only to Ameriprise
Financial retail client information.
INVESTMENT ACCESS PERSONS: Access Persons who have access to Ameriprise
Financial / RiverSource institutional client information. Investment Access
Persons are also subject to rule 17j-1 under the Investment Company Act of
1940.
BROKERAGE ACCOUNT: A Brokerage Account is an account held at a licensed
brokerage firm in which securities are bought and sold (e.g., stocks, bonds,
futures, options, Mutual Funds). This includes employer-sponsored incentive
savings plans.
INITIAL PUBLIC OFFERING (IPO): a corporation's first offering of stock to the
public. This includes secondary issues of equity or fixed income.
LIMITED OFFERINGS (PRIVATE PLACEMENTS): an offering of securities exempt from
registration due to certain exemptions such as the size of the offering and the
number of purchasers. You are not allowed to invest in Limited Offerings
(Private Placements) without preclearance - see page 16.
SUPERVISED PERSON: any partner, officer, director (or other person occupying a
similar status or performing similar functions), or an employee of an investment
adviser, or other person who provides investment advice on behalf of the
investment adviser and is subject to the supervision and control of the
investment adviser.
MUTUAL FUNDS: U.S. registered open-end investment companies the shares of which
are redeemable on any business day at the net asset value, including Mutual
Funds that underlie variable annuity and variable life insurance contracts.
PROPRIETARY FUNDS: investment companies that are registered with the SEC and for
which Ameriprise Financial / RiverSource serves as an investment adviser. A
RiverSource Mutual Fund is a Proprietary Fund.
NON-PROPRIETARY FUNDS: investment companies that are registered with the SEC and
are not Proprietary Funds. A non-RiverSource Mutual Fund is a Non-proprietary
Fund.
- --------------------------------------------------------------------------------
PERSONAL TRADING RULES FRAMEWORK
- --------------------------------------------------------------------------------
APPLICABILITY
These rules apply to securities trading in which you have a beneficial
ownership. Beneficial ownership includes accounts held in the name of any of the
following individuals:
o You
o Your spouse/partner
o Financially dependent members of your household
In addition, these rules apply to the following types of accounts if any of the
individuals listed above:
o Is a trustee or custodian for an account (e.g., for a child or parent)
o Exercises discretion over an account via a power of attorney arrangement or
as an executor of an estate after death
o Owns an IRA
o Participates in an investment club
o Has another arrangement where they give advice and also have a direct or
indirect ownership.
GENERAL RULES
THESE GENERAL RULES, ALONG WITH THE PROCEDURES CONTAINED IN THE REST OF THIS
DOCUMENT, MUST ALWAYS BE FOLLOWED:
1. No use of inside information (refer to "Ameriprise Financial Insider
Trading Policy" on page 21).
2. No front-running. This involves an individual taking advantage of
non-public information about imminent trading activity in our Mutual
Funds or other advised accounts by trading in a security before the
fund or advised account does. YOU ARE NOT ALLOWED TO TRADE IN A
PARTICULAR SECURITY AHEAD OF, OR AT THE SAME TIME AS, YOUR CLIENTS'
ACCOUNTS.
3. No misuse of material non-public information relating to Mutual Funds,
including information relating to portfolio holdings or pricing.
4. No Access Person shall divulge to any person any client holdings, any
recommendation made to a client, or any contemplated or completed
securities transactions or trading strategies of a client, except as
required in the performance of his or her duties and only to the
extent such other person has a need to know such information to
perform his or her duties. Disclosures of any past, current or
contemplated client holdings must be consistent with the Portfolio
Holdings Disclosure policy.
5. No market timing (short-term trading) in shares of Mutual Funds. This
prohibition applies across all accounts in which you have a beneficial
interest (so that you cannot buy shares of a Mutual Fund in one
account and sell them from another account in market timing
transactions), including the Ameriprise Financial 401(k) Plan and
Mutual Funds underlying a variable annuity and variable life insurance
contracts.
This prohibition also applies to investments through pooled investment
vehicles, such as hedge funds, that may engage in market timing. You
are responsible for ensuring that no pooled investment vehicle in
which you invest engages in market timing.
If you invest in a hedge fund whose offering document does not state
whether the hedge fund engages in market timing of Mutual Funds, you
should obtain written assurance from the hedge fund that it does not
engage in market timing of Mutual Funds.
6. No purchasing of initial public offerings (this includes secondary
issues of equity or fixed income)
7. No preferential treatment from other brokerage firms due to the
purchaser's employment by or association with Ameriprise Financial.
8. No direct trades with broker/dealers' trading desks.
9. No non-retail relationships with broker/dealers.
10. No use of Ameriprise Financial's name (or the name of any of its
subsidiaries) to obtain a better price from a broker who is a market
maker in the security being traded.
11. No speculative trading of Ameriprise Financial stock, which is
characterized by transactions in "put" or "call" options, or short
sales or similar derivative transactions. Ameriprise Financial
discourages short-term trading in its own stock. This includes
soliciting speculative trades in Ameriprise Financial securities. You
should not solicit or offer an opinion on Ameriprise Financial stock.
(You are allowed to exercise any Ameriprise Financial stock options
you have received as a result of your employment with the Company.
Members of the Executive Leadership Team, however, must preclear these
trades through the Corporate Secretary's office.)
12. No stopping stock. This is defined as a guarantee by a specialist that
an order placed by a Floor Broker will be executed at the best bid or
offer price then in the Specialist's book unless it can be executed at
a better price within a specified period of time.
13. If the company's managed or owned accounts are active in a given
security, no use of that security to meet margin calls if cash or
other securities are available to meet the call.
14. An Access Person shall use his or her best judgment in giving
investment advice to clients and shall not take into consideration his
or her personal financial situation or interests in doing so.
15. When engaging in a personal securities transaction, an Access Person
shall always place the interests of clients first and avoid any actual
or potential conflict of interest or abuse of his or her position.
16. Required forms must be filled out completely, accurately and on a
timely basis. This includes quarter end reports. Violations of the
Code, including late filing of periodic reports will be reported to
Senior Management and the RiverSource Investments, LLC Funds Board of
Directors.
IMPORTANT:
o OBLIGATION TO REPORT VIOLATIONS: Any person who discovers that he or
she or another person has violated or apparently violated these
general rules or other provisions of this Code must promptly report
the matter to the Chief Compliance Officer.
o PERSONAL TRADING RECORDS SUBJECT TO REVIEW BY REGULATORS: The SEC and
the NASD have the authority to review individuals' personal trading
records. It is not unusual in the course of regulatory exams for the
examiners to interview individuals about their trading activity or
violations of the Code of Ethics.
o Even if you receive preclearance, you cannot be ensured that you have
not violated the Code. Receiving preclearance does not exclude you
from other personal trading rules included in this Code.
o The Compliance Department has the authority to review records and
request additional information.
o The privacy of your reported information is extremely important and
will be held in the utmost confidence but is subject to review and
action by appropriate personnel such as Personal Trade Compliance
personnel.
BASIS FOR RULES
The rules and procedures that apply to personal trading for Retail Access
Persons are derived from:
Securities and investment laws
o Securities Act of 1933
o Securities Exchange Act of 1934
o Investment Company Act of 1940
o Investment Advisers Act of 1940
o Insider Trading and Securities Fraud Enforcement Act of 1988
Rules, regulations and corporate policies
o Securities and Exchange Commission (SEC)
o National Association of Securities Dealers (NASD)
o Ameriprise Financial Insider Trading Policy
o Ameriprise Financial Code of Conduct
Investment Company Institute (ICI) Guidelines to Industry on Personal
Investing
- --------------------------------------------------------------------------------
REPORTING REQUIREMENTS FOR RETAIL ACCESS PERSONS
- --------------------------------------------------------------------------------
SECURITIES ACTIVITIES WHICH MUST BE REPORTED
All personal securities trading activities (e.g., stocks, options, bonds, Mutual
Fund shares), whether bought or sold, must be reported, with the exception of
such things as money market mutual funds and certificates of deposit. See "How
to Comply" section below for more information. A chart indicating which
transactions must be reported is located on pages 14-15. You must report
activity involving securities trading in which you have a BENEFICIAL OWNERSHIP.
This includes accounts held in the name of any of the following individuals:
o You
o Your spouse/partner
o Financially dependent members of your household
In addition, these rules apply to the following types of accounts if any of the
individuals listed above:
o Is a trustee or custodian for an account (e.g., for a child or parent)
o Exercises discretion over an account via a power of attorney arrangement or
as an executor of an estate after death
o Owns an IRA
o Participates in an investment club
o Has another arrangement where you give advice and also have a direct or
indirect ownership.
HOW TO COMPLY
Limited Choice Policy: Unless you have an exception approved by Personal Trade
Compliance, your personal trading must be conducted through one of three brokers
- - - Ameriprise Financial Brokerage, Charles Schwab, or Merrill Lynch.
You must report any new accounts opened by immediately completing the following
steps:
o Complete the Brokerage Account Notification Form in Appendix B and return
it to Personal Trade Compliance, H26/1880. Failure to properly carry out
this notification process may result in a sanction.
o Notify your broker of your association with Ameriprise Financial. You are
responsible for notifying your broker that you work for Ameriprise
Financial, a broker/dealer, and ensuring that Personal Trade Compliance is
provided with duplicate statements and confirmations for your account(s).
FAILURE TO COMPLY WITH THE LIMITED CHOICE POLICY, AND FAILURE TO DISCLOSE ALL
MUTUAL FUND AND BROKERAGE ACCOUNTS ARE VIOLATIONS OF THE CODE AND MAY RESULT IN
A SANCTION, WHICH INCLUDES POSSIBLE TERMINATION.
WHAT TYPES OF INVESTMENTS MUST BE TRANSFERRED TO OR HELD AT ONE OF THE LIMITED
CHOICE FIRMS?
o Stocks -- common (including Ameriprise Financial), preferred, convertible
preferred, short sales, rights, or warrants
o Corporate bonds (including convertible and foreign)
o State and local municipal bonds
o Derivatives, including futures, options and index securities
o Limited partnerships (if purchased through a Brokerage Account)
o Unit Investment Trusts (UITs), American Depository Receipts (ADRs) and Real
Estate Investment Trusts (REITs), Exchange Traded Funds and closed-end
funds.
o Managed or wrap accounts in which individual securities are held and the
investor has the ability to exercise trading discretion
o Proprietary Funds must be held through Ameriprise Brokerage, Ameriprise
Financial 401(k) Plan, "at fund" (directly with the Mutual Fund), or
underlying a variable annuity or variable life insurance contract from IDS
Life Insurance Company or another affiliate of Ameriprise Financial
WHAT INVESTMENTS ARE NOT SUBJECT TO THIS LIMITED CHOICE POLICY?
Some investments are not subject to this policy, and therefore, do not need to
be transferred. You may continue to hold the following investments in accounts
at other firms:
o Non-proprietary Funds
o Annuities
o Certificates of Deposit, savings certificates, checking and savings
accounts and money market accounts
o Commercial paper
o Dividend reinvestment plans
o Employer sponsored incentive savings plans
o US Government bonds (U.S. Treasury notes, bills, bonds, STRIPS, savings
bonds)
o Church bonds
o Limited Offerings / Private Placements (These transactions require specific
preclearance-see page 16)
o Managed or wrap accounts that do not include individual securities
EXCEPTIONS TO LIMITED CHOICE
Exceptions to the limited choice policy of conducting personal trading through
one of the three authorized brokers - Ameriprise Financial Brokerage, Charles
Schwab, or Merrill Lynch - will be rare. If you believe your situation warrants
an exception, print and complete the Exception Request Form found in Appendix C.
Note that if you are granted an exception for a managed account where you have
no trading discretion, you and your broker will be required to re-certify to
this annually in order to maintain that exception.
If you are granted an exception, you are responsible for ensuring that Personal
Trade Compliance receives duplicate confirmations and statements.
An exception to the limited choice policy does not eliminate the need to comply
with the rest of this Investment Adviser Code of Ethics.
SECURITIES REPORTING FOR RETAIL ACCESS PERSONS
----------------------------------------------
This chart indicates which securities must be reported on your IS REPORTING REQUIRED?
initial and annual certification.
- --------------------------------------------------------------------------------------------------------------------
American Depository Receipts/Shares/Units (ADRs/ADSs/ADUs) Yes
- --------------------------------------------------------------------------------------------------------------------
Annuities - Fixed No
(other than market value adjusted annuities)
- --------------------------------------------------------------------------------------------------------------------
Annuities - Variable and market value adjusted annuities Yes
Report underlying
securities
- --------------------------------------------------------------------------------------------------------------------
American Express Stock Yes
- --------------------------------------------------------------------------------------------------------------------
(Options on) American Express Stock (i.e., puts and calls) Yes
- --------------------------------------------------------------------------------------------------------------------
American Express stock options (obtained as a part of an incentive Yes
plan)
- --------------------------------------------------------------------------------------------------------------------
Ameriprise Financial Stock * Yes
Executive Leadership Team need to preclear
with the Corporate Secretary's office
- --------------------------------------------------------------------------------------------------------------------
(Options on) Ameriprise Financial Stock (i.e., puts and calls)* Prohibited
- --------------------------------------------------------------------------------------------------------------------
Ameriprise Financial stock options (obtained as a part of an Yes
incentive plan)* Executive Leadership Team need to preclear
with the Corporate Secretary's office
- --------------------------------------------------------------------------------------------------------------------
Bonds and other debt instruments, including but not limited to: Yes
- Corporate
- U.S. Guaranteed or of federally sponsored enterprises
(FHLMC, FNMA, GNMA, etc.)
- Municipal
- Closely held
- --------------------------------------------------------------------------------------------------------------------
Bonds and other direct debt instruments of the U.S. Government: No
(e.g., Treasury notes, bills, bonds or STRIPS)
- --------------------------------------------------------------------------------------------------------------------
Bonds - convertible Yes
- --------------------------------------------------------------------------------------------------------------------
Bank certificates of deposit, Savings Certificates, checking and No
savings accounts and money market accounts. bankers' acceptances,
commercial paper and high quality short-term debt instruments,
including repurchase agreements.
- --------------------------------------------------------------------------------------------------------------------
Currency Accounts No
- --------------------------------------------------------------------------------------------------------------------
Derivatives (DECS, ELKS, PRIDES, etc.) Yes
- --------------------------------------------------------------------------------------------------------------------
Futures: commodity, currency, financial, or stock index Yes
- --------------------------------------------------------------------------------------------------------------------
Index Securities - (e.g., S&P 500, SPDRS/SPY, Diamonds/DIA, Yes
Cubes/QQQ, Exchange Traded Funds, Holders Trusts)
- --------------------------------------------------------------------------------------------------------------------
Life Insurance (variable) Yes
Report underlying
securities
- --------------------------------------------------------------------------------------------------------------------
Limited Offerings / Private Placements - Equity and Fixed Income Yes
(see page 16)
- --------------------------------------------------------------------------------------------------------------------
Limited Partnerships Yes
- --------------------------------------------------------------------------------------------------------------------
----------------------------------------------
This chart indicates which securities must be reported on your IS REPORTING REQUIRED?
initial and annual certification.
- --------------------------------------------------------------------------------------------------------------------
Limit order Yes
- --------------------------------------------------------------------------------------------------------------------
Managed or wrap accounts:
o If individual securities held and investor has ability to Yes
exercise trading discretion
o If individual securities held and investor does not have Yes
ability to exercise trading discretion
o If individual securities not held Yes
- --------------------------------------------------------------------------------------------------------------------
Mutual Funds (other than money market mutual funds): Open end Yes
- --------------------------------------------------------------------------------------------------------------------
Mutual Funds: Closed end - including registered fund of hedge Yes
funds
- --------------------------------------------------------------------------------------------------------------------
Money market mutual funds No
- --------------------------------------------------------------------------------------------------------------------
Options on stocks Yes
- --------------------------------------------------------------------------------------------------------------------
Options: exercise of option to buy or sell underlying stock Yes
- --------------------------------------------------------------------------------------------------------------------
Options on futures and indices (currency, financial, or stock Yes
index)
- --------------------------------------------------------------------------------------------------------------------
REITS (Real Estate Investment Trusts) Yes
- --------------------------------------------------------------------------------------------------------------------
Stocks: common or preferred (you do not need to report Dividend Yes
Reinvestment Plans - DRIPS unless you are a grade 45 or above)
- --------------------------------------------------------------------------------------------------------------------
Stocks: convertible preferred Yes
- --------------------------------------------------------------------------------------------------------------------
Stocks: short sales (short sales prohibited on Ameriprise Yes
Financial stock)
- --------------------------------------------------------------------------------------------------------------------
Stocks (owned) - exchanges, swaps, mergers, tender offers Yes
- --------------------------------------------------------------------------------------------------------------------
Stocks - public offerings (initial OR secondary) Prohibited
- --------------------------------------------------------------------------------------------------------------------
Stocks - Rights or warrants acquired separately Yes
- --------------------------------------------------------------------------------------------------------------------
Treasury Inflation Protected Securities (TIPS) No
- --------------------------------------------------------------------------------------------------------------------
Unit Investment Trusts (UITs) Yes
- --------------------------------------------------------------------------------------------------------------------
* Incentive awards of Ameriprise Financial stock options, restricted stock and
portfolio grants and the sale through Ameriprise Financial of a part of these
shares to cover taxes at the time of vesting or exercise are subject to
reporting. In addition, other holdings, purchases and sales of Ameriprise
Financial stock are required to be reported.
SPECIAL NOTE FOR 401(K)S: reporting is required for any 401(k) or an employer
sponsored incentive savings plan held by the Access Person. For any 401(k) held
by a spouse who is not also an Access Person, reporting is required on
everything except Non-proprietary Funds. In other words, an Access Person does
not need to report Non-proprietary Funds held in a spouse's 401(k) plan.
SPECIAL NOTE FOR AUTOMATIC INVESTMENT PLANS: you do not need to report
transactions that are made as part of a regular periodic purchase (or
withdrawal). For example: payroll deduction, bank authorizations etc.
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ADDITIONAL RULES & REPORTING REQUIREMENTS
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LIMITED OFFERINGS (PRIVATE PLACEMENT) PRECLEARANCE - EQUITY AND FIXED INCOME
ALL ACCESS PERSONS need to obtain approval to invest in any Limited Offerings
(private placements), i.e., a security not offered to the public. Approvals must
be obtained in writing from your immediate leader or registered principal, and
Personal Trade Compliance PRIOR to investing.
Limited Offerings include most hedge funds.
HOW TO OBTAIN APPROVAL - Write an explanation of the investment and submit the
request to your leader or registered principal. Required information you must
include in your request:
o the nature of the investment
o how you were solicited
o approximate dollar amount you are planning to invest
o whether or not the opportunity was being offered to any of Ameriprise
Financial / RiverSource's managed accounts or to ANY OF YOUR CLIENTS
o whether the security is likely to be purchased by an Ameriprise Financial /
RiverSource managed account or ANY OF YOUR CLIENTS in the future
In considering whether to make a request, consider whether your investment might
create a conflict with a business interest of Ameriprise Financial. See the
Ameriprise Financial Code of Conduct and the Compliance Policy Manual.
HOW LIMITED OFFERINGS/PRIVATE PLACEMENTS ARE APPROVED - Your leader or
registered principal will approve or reject your request, and return the request
to you. If approval is granted, send the request via Lotus Notes to "PRIVATE
PLACEMENT PRECLEARANCE". YOU CANNOT ENTER INTO THE PROPOSED TRANSACTION WITHOUT
APPROVAL FROM PERSONAL TRADE COMPLIANCE.
Personal Trade Compliance will respond to you requesting any additional
information or further documentation needed to make a decision. Upon receipt of
all necessary documentation, Personal Trade Compliance will then confirm in
writing whether you may invest. If your investment is approved, you must report
the investment on the quarterly reporting form, which will be provided to you
near the beginning of each calendar quarter.
If you have questions about how the private placement approval process applies
to a transaction you are considering, PLEASE CONTACT US BY SENDING A LOTUS NOTE
TO "PERSONAL TRADING" OR CALL THE PERSONAL TRADE HOTLINE AT 612-671-5196 BEFORE
YOU INVEST.
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FAILURE TO COMPLETELY AND ACCURATELY DISCLOSE BROKERAGE & MUTUAL FUND ACCOUNTS,
HOLDINGS AND QUARTERLY NON-BROKERAGE ACTIVITY BY THE TIME FRAMES SPECIFIED BY
PERSONAL TRADE COMPLIANCE IS A VIOLATION OF THE CODE AND MAY RESULT IN A
SANCTION, WHICH INCLUDES POSSIBLE TERMINATION.
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INITIAL HOLDINGS DISCLOSURE
New Access Persons must disclose certain securities holdings in which they have
a beneficial interest. All new Access Persons will receive a copy of the Code of
Ethics that applies to them and that includes an Account Certification and
Holdings Disclosure form. This document must be returned to Personal Trade
Compliance H26/1880 within 10 days. An example of this form is located in
Appendix A.
IF YOU OWN BROKERAGE ACCOUNTS OUTSIDE OF THE LIMITED CHOICE BROKERS (AMERIPRISE
FINANCIAL, MERRILL LYNCH, OR SCHWAB), YOU MUST TRANSFER YOUR ACCOUNT(S) TO ONE
OF LIMITED CHOICE BROKERS WITHIN 45 CALENDAR DAYS.
ANNUAL CERTIFICATION AND ANNUAL HOLDINGS DISCLOSURE
In addition to reporting requirements already outlined, every Access Person must
submit an annual certification form. If you are new to the company, you will
receive a form and instructions when you attend your orientation session. If you
do not attend this orientation session, please contact Personal Trade Compliance
at 612-671-5196 for the information.
All Access Persons must also disclose annually certain securities holdings in
which they have a beneficial interest. Failure to disclose annual holdings by
the time frames specified by Personal Trade Compliance may result in a sanction,
which includes possible termination.
All Access Persons will receive a form on an annual basis from Personal Trade
Compliance. You must document your account(s) certification and holdings
disclosures on this form.
QUARTERLY REPORTING AND CERTIFICATION
Personal Trade Compliance will send you a form each quarter to indicate whether,
for a given calendar quarter, you executed securities transactions outside of a
broker-dealer account or engaged in transactions in Mutual Funds as identified
on the quarterly reporting form. These transactions must be reported to Personal
Trade Compliance within 30 calendar days of the last day of the quarter.
INVESTMENT CLUBS
There is no prohibition against joining an investment club. When forming an
investment club, please provide the following to Personal Trade Compliance:
o a copy of the Brokerage Account Notification Form (see Appendix B)
o a copy of your investment club's bylaws
o a listing of the members of the club and an indication if any members
are employees, independent contractors or associated persons of
Ameriprise Financial. Please include the individual's employee,
Advisor, or contractor identification number.
o the contact person for the club in case of questions
o the account needs to be held at Ameriprise Financial Brokerage, Schwab
or Merrill Lynch, unless the club has been granted an exception from
Personal Trade Compliance
ADVISORS
YOU MAY NOT SOLICIT CLIENTS OF Ameriprise Financial TO BECOME INVESTMENT CLUB
MEMBERS, DUE TO POSSIBLE CONFLICTS OF INTEREST. If an existing member of your
investment club later becomes your client, you must obtain a written and signed
disclaimer from him/her immediately. A sample copy of the disclaimer is attached
on page 34. This disclaimer must state the investment club relationship was
pre-existing and entered into freely, and the client understands Ameriprise
Financial in no way endorses, approves, or guarantees any activity undertaken by
the club. Furthermore, the client/club member's understands Ameriprise Financial
has no responsibility for the financial results due to his/her participation in
the club. A completed copy of the Client Disclosure Form must be routed to
Personal Trade Compliance immediately.
SANCTIONS
Sanctions will be imposed for violations of Ameriprise Financial, SEC, or NASD
rules or policies. These sanctions are communicated via violation letters and
may vary depending on the severity of the violation, if a record of previous
violations exists and/or the violation was self-reported. Examples of potential
sanctions include (but are not limited to):
o a written reminder about the rules (with a copy to the individual's
manager)
o notification to your broker to freeze your account from any buy-side
trading. This is a typical sanction if you fail to move your account(s) to
one of the three limited choice brokers - Ameriprise Financial Brokerage,
Schwab, or Merrill Lynch. The account could then be used only for transfers
and liquidations.
o prohibition against personal trading for a specific period of time
o forfeiture of trading profits
o monetary fine
o negative impact on the individual's bonus or other compensation and or
performance rating
o termination
A written record of each violation and sanction is maintained by Personal Trade
Compliance.
UNUSUAL TRADING ACTIVITY
The Personal Trade Committee and your department head review your personal
trading activity regularly. We may ask to review specific transactions with you
or your broker if clarification is necessary. You may also be asked to supply
Personal Trade Compliance with a written explanation of your personal trade(s).
Examples of situations that may require a memo of explanation include, but are
not limited to:
o violations of personal trading rules
o trades in a security shortly before our Investment Department trades in the
same security on behalf of a client
o patterns of personal trading that are similar to your clients' trading
o significant changes in trading volume or consistently excessive trading
volume
o patterns of short-term, in and out trading
o significant positions in illiquid securities
o a number of associated persons trading in the same security in the same
time frame
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RESPONSIBILITIES OF THE CHIEF COMPLIANCE OFFICER, OR THEIR DELEGATE,
RELATED TO PERSONAL TRADING
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PROCESS AND RESPONSIBILITY
The Chief Compliance Officer, or their delegate, has primary responsibility for
enforcing the Code. The Personal Trade Committee (PTC) reviews all alleged
personal trading violations and any sanctions applied. If the alleged violator
is the Chief Compliance Officer, the matter must be reported to the PTC and the
General Counsel of the firm.
OPPORTUNITY TO RESPOND
A person charged with a violation of the Code shall have the opportunity to
appear before the person or persons enforcing the Code and to respond to all
charges, orally or in writing.
INITIAL HOLDINGS REPORT; ANNUAL HOLDINGS REPORT
The Chief Compliance Officer, or their delegate, shall review and maintain all
initial and annual holdings reports. Completion of the review shall involve such
considerations as the Chief Compliance Officer, or their delegate, deems
necessary to enforce the provisions and intent of this Code.
QUARTERLY PERSONAL TRADING REPORTS
The Chief Compliance Officer, or their delegate, shall review and maintain all
quarterly transaction reports. Completion of the review shall involve such
considerations as the Chief Compliance Officer, or their delegate deems
necessary to enforce the provisions and intent of this Code.
PRE-CLEARANCE
The Chief Compliance Officer, or their delegate, shall review and approve or
disapprove all Access Person requests to pre-clear securities transactions. Such
review shall involve such considerations as the Chief Compliance Officer, or
their delegate, deems necessary to enforce the provisions and intent of this
Code.
VIOLATIONS OR SUSPECTED VIOLATIONS
If the Chief Compliance Officer, or their delegate becomes aware of a violation
or suspected violation of the Code as a result of such review, the Chief
Compliance Officer, or their delegate, shall take whatever steps deemed
necessary to enforce the provisions of the Code, including consulting with
outside counsel.
RECORD RETENTION
Records are required to be kept for seven years (a minimum of two years on
site).
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AMERIPRISE FINANCIAL INSIDER TRADING POLICY
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AMERIPRISE FINANCIAL'S
STATEMENT OF POLICY AND PROCEDURES WITH RESPECT TO THE
RECEIPT AND USE OF MATERIAL NON-PUBLIC INFORMATION
This statement represents the policy of Ameriprise Financial with regard to the
receipt and use of material non-public information. If you have any questions or
comments about this policy, please contact either the General Counsel's Office
(the "GCO") or the Compliance Department. For Investment Access Persons, this
policy is supplemented by the Policy and Business Procedures Regarding Insider
Trading, Restricted List and Information Walls.
A. GENERAL
Ameriprise Financial prohibits any associated person from trading on the basis
of or otherwise misusing material non-public ("inside") information. Section
10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5
make it unlawful for any person or corporate insider, while in the possession of
material non-public ("inside") information, to trade or to recommend trading in
securities, or to communicate the material non-public information to others.
In light of the above and in compliance with the requirements of Section 204A of
the Investment Advisers Act of 1940 (the "Advisers Act'), Rule 206(4)-7 enacted
thereunder and the Insider Trading & Securities Fraud Enforcement Act of 1988
(the "Enforcement Act"), Ameriprise Financial has consistently maintained the
policy that associated persons possessing material nonpublic information must
not (a) use such information to obtain profits, mitigate losses or otherwise
secure benefits for Ameriprise Financial, any of its affiliates or clients,
themselves or others, (b) engage in transactions or make recommendations on the
basis of such information, or (c) disclose such information to others.
B. WHAT IS "MATERIAL NON-PUBLIC INFORMATION"?
Generally, it includes material information about an issuer (including a
government entity) or the market for the issuer's securities that has not been
disclosed generally to the marketplace. In addition to coming from the issuer,
material non-public information can come from persons with access to the
information, including not only the issuer's officers, directors and other
employees, but also among others its auditors, investment bankers and attorneys.
Material non-public information may also be obtained by happenstance, e.g., from
social situations, business gatherings, overheard conversations, misplaced
documents and tips from insiders or other third parties.
1. Material Information. Information is "material" if its dissemination is
likely to affect the market price of any of the company's or other issuers'
securities or is likely to be considered important by reasonable investors,
including reasonable speculative investors, in determining whether to trade in
such securities. Information may or may not be material, depending on its
specificity, its magnitude, its reliability and the extent to which it differs
from information previously publicly disseminated.
Though there is no precise, generally accepted definition of materiality,
information is likely to be material if it relates to significant changes
affecting matters such as:
o Dividend or earnings expectations;
o Changes in previously released earnings estimates;
o Write-downs or write-offs of assets;
o Additions to reserves or bad debts or contingent liabilities;
o A significant increase or decrease in orders;
o Expansion or curtailment of company or major division operations;
o Proposals or agreements involving a joint venture, merger,
acquisition, divestiture;
o A purchase or sale of substantial assets;
o New products or services;
o Exploratory, discovery or research development;
o Criminal indictments, civil litigation or government investigation;
o Disputes with major suppliers or customers;
o Labor disputes including strikes or lock-outs;
o Substantial changes in accounting methods;
o Debt service or liquidity problems;
o Extraordinary borrowings;
o Bankruptcy or insolvency;
o Extraordinary management developments;
o Public offerings or private sales of debt or equity securities;
o Calls, redemptions or purchases of the company's own stock;
o Issuer tender offers;
o Recapitalizations;
o Competitive developments within the marketplace.
2. Non-public Information. Non-public information is information that has
not been made available to investors generally. It includes information received
in circumstances indicating that it is not yet in general circulation. It also
includes situations in which the recipient knows or should know that the
information could only have been provided directly or indirectly by the issuer
or its insiders. For example, personnel at Ameriprise Financial may temporarily
become insiders when an external source, such as a company or officer of a
company, entrusts material non-public information in connection with a
commercial relationship or transaction to an associated person of Ameriprise
Financial with the expectation that the information will remain confidential. In
order for non-public information to become public, it must be disseminated
through recognized channels of distribution designed to reach the securities
marketplace.
To show that material information is public, you should be able to point to some
fact verifying that the information has become generally available. For example,
disclosure in a national business and financial wire service, by a news service,
or in a publicly disseminated disclosure document would all be sufficient to
consider the information generally available. The circulation of rumors or "talk
on the street," even if accurate and widespread does not constitute the
requisite public disclosure.
Material information disclosed only to institutional investors or to a fund
analyst or a favored group of analysts generally may retain its status as
non-public information and must not be disclosed or otherwise misused.
Similarly, partial disclosure does not constitute public dissemination. As long
as any material component of the inside information has yet to be publicly
disclosed, the information is non-public and a trade based on, or sharing of
such information is prohibited.
3. Information Disclosed in Breach of a Duty (Tipper and Tippee Liability).
Associated persons of Ameriprise Financial must be wary of material non-public
information disclosed in breach of a corporate insider's fiduciary duty. Even
when there is no expectation of confidentiality, you may become an insider upon
receiving material non-public information in circumstances in which you know or
should know that a corporate insider is disclosing information in breach of the
fiduciary duty he or she owes his or her company and its shareholders. Whether
the disclosure is an improper "tip" that renders the recipient a "tippee"
depends on whether the corporate insider expects to benefit personally, either
directly or indirectly, from the disclosure. In the context of an improper
disclosure by the corporate insider, the requisite "personal benefit" is not
limited to a business or future monetary gain. Rather, a prohibited personal
benefit may include a reputational benefit, an expectation of a quid pro quo
from the recipient or the recipient's employer, or an intention to benefit the
recipient or the recipient's employer by sharing the material non-public
information.
Given the potentially severe regulatory, civil and criminal sanctions to which
you, Ameriprise Financial and other associated persons of Ameriprise Financial
could be subject, if uncertain as to whether the information you possess is
material non-public information, you should immediately contact Legal or
Compliance. Pending a final determination in consultation with Legal and/or
Compliance, the information should be treated as material non-public information
that cannot otherwise be communicated to any other person or misused.
C. CRIMINAL AND CIVIL PENALTIES AND REGULATORY SANCTIONS FOR INSIDER TRADING
Penalties for misusing material non-public information are severe. Depending on
the circumstances and the adequacy of the relevant procedures, the associated
person involved, his or her supervisor, Ameriprise Financial's principals,
officers, directors and other supervisory personnel could all face substantial
regulatory, civil and criminal sanctions.
For example, associated persons of Ameriprise Financial who either trade on
inside information or become subject to tipper or tippee liability are subject
to the following penalties:
1. A civil penalty of up to three times the profit gained or loss avoided;
2. A criminal fine of up to $5,000,000; and
3. A jail term of up to 20 years.
Furthermore, Ameriprise Financial and its supervisory personnel, if they fail to
take appropriate steps to prevent insider trading, are subject to the following
penalties:
1. A civil penalty of up to $1,000,000 or, if greater, three times the profit
gained or loss avoided as a result of the associated person's violation;
and
2. A criminal penalty of up to $2,500,000 for individuals and up to
$25,000,000 for Ameriprise Financial.
Finally, violations of insider trading laws could result in civil injunctions
and a suspension or permanent bar from the securities industry. In addition to
the criminal, civil and regulatory penalties described above, any associated
person who is found to have violated these rules or who is found to have
violated a federal or state securities law or regulation related to the misuse
of material non-public information will be subject to serious sanctions by
Ameriprise Financial, including termination of employment.
D. PROHIBITIONS REGARDING MISUSE OF MATERIAL NON-PUBLIC INFORMATION
Listed below are certain prohibitions regarding the misuse of material
non-public information. Anyone who knows or has reason to suspect that these
prohibitions have been violated must bring such actual or potential violation to
the immediate attention of Compliance. These prohibitions are not intended to be
exhaustive, but instead are listed to provide examples of the types of
situations likely to raise significant issues with respect to the misuse of
inside information. No director, officer, principal or associated person of
Ameriprise Financial shall do any of the following:
o Purchase or sell or recommend or direct the purchase or sale of a
security for any client or any client's account managed by Ameriprise
Financial (including accounts owned by Ameriprise Financial) or for
any other person while in possession of material non-public
information relevant to that security.
o Take advantage of material non-public information to purchase or sell
or recommend or direct the purchase or sale of any security for his or
her own account, for any account over which he or she has a direct or
indirect beneficial interest (including an account held by or for any
family member or family-related trust).
o Subject to relevant procedures (including this Personal Trading Code
of Ethics and the Policy and Business Procedures Regarding Restricted
List and Information Walls), disclose material non-public information
to any person, unless such disclosure is both authorized and necessary
to effectively carry out the project or transaction for which
Ameriprise Financial has been approached or engaged.
o Engage in tipping or recommending, whether formally, informally,
orally or in writing, the purchase or sale of any security based on
material non-public information relevant to that security.
o Give consideration to any material non-public information furnished by
any broker-dealer when recommending the allocation of brokerage to any
broker-dealer.
o Trade for his or her personal account with the expectation that an
account managed by Ameriprise Financial will soon trade in the same
security (otherwise known as front-running).
APPENDIX A: INITIAL PERSONAL ACCOUNT AND HOLDINGS DISCLOSURE
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INITIAL PERSONAL ACCOUNT AND HOLDINGS DISCLOSURE COMPLETION INSTRUCTIONS
RETAIL ACCESS PERSONS
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BELOW ARE THE STEPS FOR COMPLETING THE INITIAL PERSONAL ACCOUNT AND HOLDINGS
DISCLOSURE ("INITIAL CERTIFICATION") FORM FOUND ON PAGES A.2 AND A.3:
1. WRITE YOUR NAME, SOCIAL SECURITY NUMBER, ID NUMBER, AND ROUTING NUMBER (OR
AREA OFFICE IF YOU ARE IN THE FIELD) ON THE TOP PORTION OF THE FORM.
2. CHECK THE APPROPRIATE BOX IN SECTION 1.
o If you check YES in Section 1, COMPLETE ALL REQUESTED INFORMATION
IN SECTIONS 2 AND 3.
o If you check NO in Section 1 and you do not have accounts, but
you do have holdings (i.e. physical stock certificate) to report,
COMPLETE SECTIONS 2 AND 3.
o If you check NO in Section 1 and you have no accounts and no
holdings to report, COMPLETE SECTION 3. o Please note: A
Brokerage Account is an account held at a licensed brokerage firm
in which securities are bought and sold (e.g., stocks, bonds,
futures, options, Mutual Funds). This includes employer-sponsored
incentive savings plans.
3. IN SECTION 2, STATE THE FIRM NAME, ACCOUNT NUMBER, AND TYPE OF OWNERSHIP.
IF SECURITIES ARE HELD OUTSIDE OF A BROKERAGE ACCOUNT (I.E. PHYSICAL STOCK
CERTIFICATE), ENTER "N/A" IN THE FIRM NAME FIELD.
o DIRECT: You are the owner of the account (i.e., joint, individual
or IRA ownership).
o INDIRECT: Accounts in which you have a beneficial interest (see
definition below), and that are registered in another person's
name. This includes members of your household (e.g., spouse,
partner, minor children, etc.).
o CLUB: You are a member of an investment club.
o ADVISED: You have another arrangement where you give advice and
also have a direct or indirect ownership.
o MANAGED: You have no discretion over the investments in the
account.
4. SIGN AND DATE THE FORM IN SECTION 3.
5. RETURN PAGES A.2 AND A.3 TO PERSONAL TRADE COMPLIANCE (H26/1880) WITHIN 5
BUSINESS DAYS. THIS IS VERY IMPORTANT DUE TO REGULATORY TIMING OBLIGATIONS.
ADDITIONAL INFORMATION
o You must complete and return this form even if you have no accounts or
holdings to disclose.
o BROKERAGE ACCOUNTS: You must disclose all Brokerage Accounts you own or in
which you have a beneficial interest. This includes Ameriprise Brokerage
and accounts held with any other broker.
o MUTUAL FUNDS: You must disclose all proprietary (RiverSource) and
non-proprietary (non- RiverSource) Mutual Funds held direct-at-fund,
including variable annuities and variable life insurance.
o 401(K)S: Reporting is required for any 401(k), 403(b), or
employer-sponsored incentive savings plan held by the associated person.
For a 401(k) held by a spouse/partner (who is not also associated with
Ameriprise), report all holdings excluding non-proprietary funds.
o BENEFICIAL INTEREST: You must disclose accounts in which you have a
beneficial interest. This includes accounts held in the name of you, your
spouse/partner, or any financially dependent member of your household.
Additionally, beneficial interest extends to the following types of
accounts if you, your spouse/partner or financially dependent member of
your household:
o Is a trustee or custodian for an account (e.g., for a child or
parent)
o Exercises discretion over an account via a power of attorney
arrangement, as an executor of an estate after death, or through
providing investment advice for compensation
o Owns an IRA
o Participates in an investment club
o Has another arrangement substantially equivalent to direct or
indirect ownership.
NOTE: If none of the above beneficial interest situations apply and you are
solely the beneficiary on an account, you do not need to disclose that
account.
FOR QUESTIONS ABOUT SECURITIES THAT YOU ARE RESPONSIBLE FOR DISCLOSING, SEE
PAGES 14-15 OF THE INVESTMENT ADVISER CODE OF ETHICS FOR RETAIL ACCESS PERSONS.
Initial Personal Account and Holdings Disclosure Appendix A.1
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Initial Personal Account and Holdings Disclosure Form
RETAIL ACCESS PERSONS
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NAME: SOCIAL SECURITY #:
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ID NUMBER: ROUTING OR AREA OFFICE #:
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SECTION 1
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Do you or any members of your household have any brokerage or Mutual Fund
account(s) (including Ameriprise Brokerage Accounts) in which you have a direct
or indirect beneficial interest, advise for others, have managed by another
person(s), or participate in as a member of an investment club?
( ) YES If yes, complete Section 2 listing all accounts INCLUDING AMERIPRISE
BROKERAGE, SCHWAB OR MERRILL LYNCH AND ALL HOLDINGS WITHIN THOSE ACCOUNTS. Then
complete Section 3.
( ) NO If you do not have accounts but you have holdings to report please fill
out Sections 2 and 3. If you have no accounts and no holdings to report, please
complete Section 3.
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SECTION 2
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ACCOUNT/HOLDINGS DETAIL
o Please complete all columns.
o Initial page A.3 if submitting electronically; sign page A.3 if submitting
a hard copy.
o If submitting electronically, please send via e-mail to
personal.trading@ampf.com.
o If submitting a hard copy, please send to Personal Trade Compliance,
H26/1880.
o PLEASE RETURN THIS FORM TO PERSONAL TRADE COMPLIANCE WITHIN 5 DAYS. THIS IS
VERY IMPORTANT DUE TO REGULATORY TIMING OBLIGATIONS.
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BROKERAGE FIRM NAME OR SECURITY DESCRIPTION: ACCOUNT OWNERSHIP TYPE / SSN QUANTITY
INSTITUTION NAME where Name or ticker symbol NUMBER (D, I, C, A, M)* Shares or
securities are held. If (or CUSIP) of Security NOTE: Only input the Social amount
securities are not held in an Security number if different
account, input N/A from your own
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* D = DIRECT; I = INDIRECT; C = CLUB; A = ADVISED; M = MANAGED. For OWNERSHIP
TYPE definitions, see page A.1.
IF MORE SPACE IS NEEDED, ATTACH THE ADDITIONAL INFORMATION ON A SEPARATE PAGE.
PLEASE SIGN AND DATE ANY ATTACHED SHEETS.
Initial Personal Account and Holdings Disclosure Appendix A.2
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SECTION 3
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By signing this document, I am certifying that:
o The accounts listed above are the only accounts in which I have a direct or
indirect beneficial interest at this time.
o I understand that failure to completely disclose all of my Brokerage
Accounts and Mutual Fund accounts to Personal Trade Compliance may result
in sanctions, which could lead to termination.
o The securities listed above are the holdings I have at this time. I
understand that failure to completely disclose all of my holdings to
Personal Trade Compliance may result in sanctions, which could include
termination.
o If I have one or more managed accounts, I do not have trading discretion
for the accounts.
o I have completely filled out this certification form so a letter
authorizing duplicate confirmations and statements can be sent to my broker
until my accounts have been transferred to one of the three limited choice
brokerage firms.
o I understand that failure to completely disclose all of my security
holdings to Personal Trade Compliance or failure to complete this form by
the required due date may result in sanctions, which could include
termination.
o I will not participate in market timing of any Mutual Fund.
o If I open any new Brokerage Accounts I will notify Personal Trade
Compliance in writing by filling out a Brokerage Account Notification form
BEFORE THE FIRST TRADE IS CONDUCTED.
o I HAVE READ AND UNDERSTAND THE AMERIPRISE FINANCIAL INSIDER TRADING POLICY
AND INVESTMENT ADVISER CODE OF ETHICS DOCUMENT AND WILL ABIDE BY THEM.
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Signature Date
RETURN TO: PERSONAL TRADE COMPLIANCE-- H26/1880
Initial Personal Account and Holdings Disclosure Appendix A.3
APPENDIX B: BROKERAGE ACCOUNT NOTIFICATION FORM
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BROKERAGE ACCOUNT NOTIFICATION FORM PROCESS
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On the following page is the Brokerage Account Notification Form that is
REQUIRED to be completed if you--or an immediate family member--maintains an
external Brokerage Account. The brokers other than Ameriprise Financial
Brokerage that are allowed at this time are Schwab or Merrill Lynch only.
Please be sure to:
o Fill out the Personal Information Section.
o Fill out the Brokerage Account Information Section.
o Send the form to PERSONAL TRADE COMPLIANCE H26/1880 NO LATER THAN 5 DAYS
AFTER RECEIVING THIS PACKET.
REMINDER: PLEASE SUBMIT THIS FORM PRIOR TO ANY TRADING
If you have questions, please send a Lotus Note to "PERSONAL TRADING" or call
the Personal Trade Hotline at 612-671-5196.
Brokerage Account Notification Form Appendix B.1
***THIS IS NOT AN ACCOUNT TRANSFER FORM AND WILL NOT CAUSE YOUR SECURITIES TO MOVE***
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BROKERAGE ACCOUNT NOTIFICATION FORM
WHEN TO USE THIS FORM: Complete this form when opening any new Brokerage Account (including new accounts opened to support an
account transfer).
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STEP 1: COMPLETE PERSONAL INFORMATION SECTION
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ID Number (eg., E12345) / Position / o Corporate Office o Advisor o Field Employee
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Social Security Number
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Field or Corporate Office Routing
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STEP 2: COMPLETE BROKERAGE ACCOUNT INFORMATION SECTION
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BROKER DEALER (choose one)
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NAME ON ACCOUNT ACCOUNT NUMBER SOCIAL SECURITY NUMBER OWNERSHIP * AMERIPRISE CHARLES MERRILL
FINANCIAL SCHWAB LYNCH
BROKERAGE
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* E.G. INDIVIDUAL, JOINT, IRA, UTMA/UGMA, SPOUSAL IRA, ETC.
STEP 3: SUBMIT COMPLETED FORM TO PERSONAL TRADE COMPLIANCE
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A. To submit via Interoffice mail, send to PERSONAL TRADE COMPLIANCE, H26 / 1880.
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B. To submit via Lotus Notes, attach completed form and send to "Personal Trading".
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Brokerage Account Notification Form Appendix B.2
APPENDIX C: LIMITED CHOICE EXCEPTION REQUEST
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LIMITED CHOICE EXCEPTION REQUEST
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COMPLETE THIS FORM IF ONE OF THE SITUATIONS DESCRIBED BELOW APPLIES TO
YOU AND YOU WISH TO REQUEST AN EXCEPTION TO THE LIMITED CHOICE POLICY
OF CONDUCTING TRADING THROUGH ONE OF THE THREE AUTHORIZED FIRMS.
Exception Policy - The typical kinds of situations for which Personal Trade
Compliance expects exception requests include:
A. spouse accounts where your spouse works for a broker/dealer firm that
prohibits outside accounts (supporting documentation to include copy of
other firm's policy)
B. non-transferable limited partnership interests held prior to implementation
of limited choice policy (supporting documentation to include copies of
statements reflecting these holdings) Note: Other holdings and trading
would remain subject to limited choice.
C. managed accounts where, e.g., you have authorized broker to exercise
investment discretion on your behalf and you have no discretion over what
specific securities are traded in account (supporting documentation to
include: power of attorney document signed by you and written
representations from you and from broker that you have no trading
discretion.) You will be required to re-certify annually.
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SECTION 1. REQUEST FOR EXCEPTION (COMPLETED BY YOU, PLEASE PRINT)
YOUR NAME: ID NUMBER: ROUTING:
O CORPORATE OFFICE O ADVISOR O FIELD EMPLOYEE
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EXCEPTION TYPE DESCRIBED ABOVE (ALSO ATTACH SUPPORTING DOCUMENTATION):
|_| A
|_| B
|_| C
|_| Other - explain in sufficient detail on an attachment
Broker Name: Account #
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Account Ownership (Name on Account):
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Your Signature Social Security # Date
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SECTION 2. EXCEPTION REVIEW (COMPLETED BY PERSONAL TRADE COMPLIANCE)
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|_| Request on hold, more documentation needed - PLEASE PROVIDE:
|_| Request Denied
|_| Request Approved
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1st Level Approval Date
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2nd Level Approval Date
Limited Choice Exception Request Appendix C.1
APPENDIX D: INVESTMENT CLUB CLIENT DISCLOSURE FORM
INVESTMENT CLUB CLIENT DISCLOSURE FORM
I was a member of the ____________________________ Investment Club before
(club name)
becoming a client of Ameriprise Financial, Inc. or its affiliates. I understand
that ___________________________________ is a financial advisor with
(Financial Advisor name)
Ameriprise Financial Services, but is not acting in his/her capacity as a
financial advisor with Ameriprise Financial Services through his/her
participation in this club.
I also understand Ameriprise Financial, Inc.. and its affiliates do not
endorse, approve, or guarantee any activity undertaken by this club.
Furthermore, I understand Ameriprise Financial, Inc.. and its affiliates are not
responsible for this club's investment performance, investment results,
and/or any other direct or indirect financial impact to me as a result
of my participation in this club.
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Client signature Date
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Financial Advisor signature Date
Send to PERSONAL TRADE COMPLIANCE - H26/1880.
Investment Club Client Disclosure Form Appendix D.1