<PAGE>
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------ ------------------------------------------------------
SUMMARY Wellington Management Company, LLP and its affiliates
have a fiduciary duty to investment company and
investment counseling clients which requires each
employee to act solely for the benefit of clients.
Also, each employee has a duty to act in the best
interest of the firm. In addition to the various laws
and regulations covering the firm's activities, it is
clearly in the firm's best interest as a professional
investment advisory organization to avoid potential
conflicts of interest or even the appearance of such
conflicts with respect to the conduct of the firm's
employees. Wellington Management's personal trading
and conduct must recognize that the firm's clients
always come first, that the firm must avoid any actual
or potential abuse of our positions of trust and
responsibility, and that the firm must never take
inappropriate advantage of its positions. While it is
not possible to anticipate all instances of potential
conflict, the standard is clear.
In light of the firm's professional and legal
responsibilities, we believe it is appropriate to
restate and periodically distribute the firm's Code of
Ethics to all employees. It is Wellington Management's
aim to be as flexible as possible in its internal
procedures, while simultaneously protecting the
organization and its clients from the damage that
could arise from a situation involving a real or
apparent conflict of interest. While it is not
possible to specifically define and prescribe rules
regarding all possible cases in which conflicts might
arise, this Code of Ethics is designed to set forth
the policy regarding employee conduct in those
situations in which conflicts are most likely to
develop. If an employee has any doubt as to the
propriety of any activity, he or she should consult
the President or Regulatory Affairs Department.
The Code reflects the requirements of United States
law, Rule 17j-1 of the Investment Company Act of 1940,
as amended on October 29, 1999, as well as the
recommendations issued by an industry study group in
1994, which were strongly supported by the SEC. The
term "Employee" includes all employees and Partners.
------------------------ ------------------------------------------------------
POLICY ON PERSONAL Essentially, this policy requires that all personal
SECURITIES TRANSACTIONS securities transactions (including acquisitions or
dispositions other than through a purchase or sale) by
all Employees must be cleared prior to execution. The
only exceptions to this policy of prior clearance are
noted below.
DEFINITION OF "PERSONAL SECURITIES TRANSACTIONS"
The following transactions by Employees are considered
"personal" under applicable SEC rules and therefore
subject to this statement of policy:
--------------------------------------------------------------------------------
Wellington Management Company, LLP Page 1
<PAGE>
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------ ------------------------------------------------------
1
Transactions for an Employee's own account, including
IRA's.
2
Transactions for an account in which an Employee has
indirect beneficial ownership, unless the Employee has
no direct or indirect influence or control over the
account. Accounts involving family (including husband,
wife, minor children or other dependent relatives), or
accounts in which an Employee has a beneficial
interest (such as a trust of which the Employee is an
income or principal beneficiary) are included within
the meaning of "indirect beneficial interest".
If an Employee has a substantial measure of influence
or control over an account, but neither the Employee
nor the Employee's family has any direct or indirect
beneficial interest (e.g., a trust for which the
Employee is a trustee but not a direct or indirect
beneficiary), the rules relating to personal
securities transactions are not considered to be
directly applicable. Therefore, prior clearance and
subsequent reporting of such transactions are not
required. In all transactions involving such an
account an Employee should, however, conform to the
spirit of these rules and avoid any activity which
might appear to conflict with the investment company
or counseling clients or with respect to the
Employee's position within Wellington Management. In
this regard, please note "Other Conflicts of
Interest", found later in this Code of Ethics, which
does apply to such situations.
------------------------ ------------------------------------------------------
PRECLEARANCE EXCEPT AS SPECIFICALLY EXEMPTED IN THIS SECTION, ALL
REQUIRED EMPLOYEES MUST CLEAR PERSONAL SECURITIES TRANSACTIONS
PRIOR TO EXECUTION. This includes bonds, stocks
(including closed end funds), convertibles,
preferreds, options on securities, warrants, rights,
etc., for domestic and foreign securities, whether
publicly traded or privately placed. The only
exceptions to this requirement are automatic dividend
reinvestment and stock purchase plan acquisitions,
broad-based stock index and US government securities
futures and options on such futures, transactions in
open-end mutual funds, US Government securities,
commercial paper, or non-volitional transactions.
Non-volitional transactions include gifts to an
Employee over which the Employee has no control of the
timing or transactions which result from corporate
action applicable to all similar security holders
(such as splits, tender offers, mergers, stock
dividends, etc.). Please note, however, that most of
these transactions must be reported even though they
do not have to be precleared. See the following
section on reporting obligations.
--------------------------------------------------------------------------------
Wellington Management Company, LLP Page 2
<PAGE>
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------ ------------------------------------------------------
Clearance for transactions must be obtained by
contacting the Director of Global Equity Trading or
those personnel designated by him for this purpose.
Requests for clearance and approval for transactions
may be communicated orally or via email. The Trading
Department will maintain a log of all requests for
approval as coded confidential records of the firm.
Private placements (including both securities and
partnership interests) are subject to special
clearance by the Director of Regulatory Affairs,
Director of Enterprise Risk Management or the General
Counsel, and the clearance will remain in effect for a
reasonable period thereafter, not to exceed 90 days.
CLEARANCE FOR PERSONAL SECURITIES TRANSACTIONS FOR
PUBLICLY TRADED SECURITIES WILL BE IN EFFECT FOR ONE
TRADING DAY ONLY. THIS "ONE TRADING DAY" POLICY IS
INTERPRETED AS FOLLOWS:
- IF CLEARANCE IS GRANTED AT A TIME WHEN THE PRINCIPAL
MARKET IN WHICH THE SECURITY TRADES IS OPEN,
CLEARANCE IS EFFECTIVE FOR THE REMAINDER OF THAT
TRADING DAY UNTIL THE OPENING OF THAT MARKET ON THE
FOLLOWING DAY.
- IF CLEARANCE IS GRANTED AT A TIME WHEN THE PRINCIPAL
MARKET IN WHICH THE SECURITY TRADES IS CLOSED,
CLEARANCE IS EFFECTIVE FOR THE NEXT TRADING DAY
UNTIL THE OPENING OF THAT MARKET ON THE FOLLOWING
DAY.
------------------------ ------------------------------------------------------
FILING OF REPORTS Records of personal securities transactions by
Employees will be maintained. All Employees are
subject to the following reporting requirements:
1
Duplicate Brokerage Confirmations
All Employees must require their securities brokers to
send duplicate confirmations of their securities
transactions to the Regulatory Affairs Department.
Brokerage firms are accustomed to providing this
service. Please contact Regulatory Affairs to obtain a
form letter to request this service. Each employee
must return to the Regulatory Affairs Department a
completed form for each brokerage account that is used
for personal securities transactions of the Employee.
Employees should NOT send the completed forms to their
brokers directly.
The form must be completed and returned to the
Regulatory Affairs Department prior to any
transactions being placed with the broker. The
Regulatory Affairs Department will process the request
in order to assure delivery of the confirms directly
to the Department and to preserve the confidentiality
of this information. When possible, the transaction
confirmation filing requirement will be satisfied by
electronic filings from securities depositories.
--------------------------------------------------------------------------------
Wellington Management Company, LLP Page 3
<PAGE>
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------ ------------------------------------------------------
2
Filing of Quarterly Report of all "Personal Securities
Transactions" SEC rules require that a quarterly
record of all personal securities transactions be
submitted by each person subject to the Code's
requirements and that this record be available for
inspection. To comply with these rules, every Employee
must file a quarterly personal securities transaction
report within 10 calendar days after the end of each
calendar quarter. Reports are filed electronically
utilizing the firm's proprietary Personal Securities
Transaction Reporting System (PSTRS) accessible to all
Employees via the Wellington Management Intranet.
At the end of each calendar quarter, Employees will be
notified of the filing requirement. Employees are
responsible for submitting the quarterly report within
the deadline established in the notice.
Transactions during the quarter indicated on brokerage
confirmations or electronic filings are displayed on
the Employee's reporting screen and must be affirmed
if they are accurate. Holdings not acquired through a
broker submitting confirmations must be entered
manually. All Employees are required to submit a
quarterly report, even if there were no reportable
transactions during the quarter.
Employees must also provide information on any new
brokerage account established during the quarter
including the name of the broker, dealer or bank and
the date the account was established.
IMPORTANT NOTE: The quarterly report must include the
required information for all "personal securities
transactions" as defined above, except transactions in
open-end mutual funds, money market securities, US
Government securities, and futures and options on
futures on US government securities. Non-volitional
transactions and those resulting from corporate
actions must also be reported even though preclearance
is not required and the nature of the transaction must
be clearly specified in the report.
3
Certification of Compliance
As part of the quarterly reporting process on PSTRS,
Employees are required to confirm their compliance
with the provisions of this Code of Ethics.
--------------------------------------------------------------------------------
Wellington Management Company, LLP Page 4
<PAGE>
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------ ------------------------------------------------------
4
Filing of Personal Holding Report
Annually, all Employees must file a schedule
indicating their personal securities holdings as of
December 31 of each year by the following January 30.
SEC Rules require that this report include the title,
number of shares and principal amount of each security
held in an Employee's personal account, and the name
of any broker, dealer or bank with whom the Employee
maintains an account. "Securities" for purposes of
this report are those which must be reported as
indicated in the prior paragraph. Newly hired
Employees are required to file a holding report within
ten (10) days of joining the firm. Employees may
indicate securities held in a brokerage account by
attaching an account statement, but are not required
to do so, since these statements contain additional
information not required by the holding report.
5
Review of Reports
All reports filed in accordance with this section will
be maintained and kept confidential by the Regulatory
Affairs Department. Reports will be reviewed by the
Director of Regulatory Affairs or personnel designated
by her for this purpose.
------------------------ ------------------------------------------------------
RESTRICTIONS ON While all personal securities transactions must be
"PERSONAL SECURITIES cleared prior to execution, the following guidelines
TRANSACTIONS" indicate which transactions will be prohibited,
discouraged, or subject to nearly automatic clearance.
The clearance of personal securities transactions may
also depend upon other circumstances, including the
timing of the proposed transaction relative to
transactions by our investment counseling or
investment company clients; the nature of the
securities and the parties involved in the
transaction; and the percentage of securities involved
in the transaction relative to ownership by clients.
The word "clients" refers collectively to investment
company clients and counseling clients. Employees are
expected to be particularly sensitive to meeting the
spirit as well as the letter of these restrictions.
Please note that these restrictions apply in the case
of debt securities to the specific issue and in the
case of common stock, not only to the common stock,
but to any equity-related security of the same issuer
including preferred stock, options, warrants, and
convertible bonds. Also, a gift or transfer from you
(an Employee) to a third party shall be subject to
these restrictions, unless the donee or transferee
represents that he or she has no present intention of
selling the donated security.
--------------------------------------------------------------------------------
Wellington Management Company, LLP Page 5
<PAGE>
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------ ------------------------------------------------------
1
No Employee may engage in personal transactions
involving any securities which are:
- being bought or sold on behalf of clients until one
trading day after such buying or selling is
completed or canceled. In addition, no Portfolio
Manager may engage in a personal transaction
involving any security for 7 days prior to, and 7
days following, a transaction in the same security
for a client account managed by that Portfolio
Manager without a special exemption. See "Exemptive
Procedures" below. Portfolio Managers include all
designated portfolio managers and others who have
direct authority to make investment decisions to buy
or sell securities, such as investment team members
and analysts involved in Research Equity portfolios.
All Employees who are considered Portfolio Managers
will be so notified by the Regulatory Affairs
Department.
- the subject of a new or changed action
recommendation from a research analyst until 10
business days following the issuance of such
recommendation;
- the subject of a reiterated but unchanged
recommendation from a research analyst until 2
business days following reissuance of the
recommendation
- actively contemplated for transactions on behalf of
clients, even though no buy or sell orders have been
placed. This restriction applies from the moment
that an Employee has been informed in any fashion
that any Portfolio Manager intends to purchase or
sell a specific security. This is a particularly
sensitive area and one in which each Employee must
exercise caution to avoid actions which, to his or
her knowledge, are in conflict or in competition
with the interests of clients.
2
The Code of Ethics strongly discourages short term
trading by Employees. In addition, no Employee may
take a "short term trading" profit in a security,
which means the sale of a security at a gain (or
closing of a short position at a gain) within 60 days
of its purchase, without a special exemption. See
"Exemptive Procedures". The 60 day prohibition does
not apply to transactions resulting in a loss, nor to
futures or options on futures on broad-based
securities indexes or US government securities.
--------------------------------------------------------------------------------
Wellington Management Company, LLP Page 6
<PAGE>
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------ ------------------------------------------------------
3
No Employee engaged in equity or bond trading may
engage in personal transactions involving any equity
securities of any company whose primary business is
that of a broker/dealer.
4
Subject to preclearance, Employees may engage in short
sales, options, and margin transactions, but such
transactions are strongly discouraged, particularly
due to the 60 day short term profit-taking
prohibition. Any Employee engaging in such
transactions should also recognize the danger of being
"frozen" or subject to a forced close out because of
the general restrictions which apply to personal
transactions as noted above. In specific case of
hardship an exception may be granted by the Director
of Regulatory Affairs or her designee upon approval of
the Ethics Committee with respect to an otherwise
"frozen" transaction.
5
No Employee may engage in personal transactions
involving the purchase of any security on an initial
public offering. This restriction also includes new
issues resulting from spin-offs, municipal securities
and thrift conversions, although in limited cases the
purchase of such securities in an offering may be
approved by the Director of Regulatory Affairs or her
designee upon determining that approval would not
violate any policy reflected in this Code. This
restriction does not apply to open-end mutual funds,
U. S. government issues or money market investments.
6
EMPLOYEES MAY NOT PURCHASE SECURITIES IN PRIVATE
PLACEMENTS UNLESS APPROVAL OF THE DIRECTOR OF
REGULATORY AFFAIRS, DIRECTOR OF ENTERPRISE RISK
MANAGEMENT OR THE GENERAL COUNSEL HAS BEEN OBTAINED.
This approval will be based upon a determination that
the investment opportunity need not be reserved for
clients, that the Employee is not being offered the
investment opportunity due to his or her employment
with Wellington Management and other relevant factors
on a case-by-case basis. If the Employee has portfolio
management or securities analysis responsibilities and
is granted approval to purchase a private placement,
he or she must disclose the privately placed holding
later if asked to evaluate the issuer of the security.
An independent review of the Employee's analytical
work or decision to purchase the security for a client
account will then be performed by another investment
professional with no personal interest in the
transaction.
--------------------------------------------------------------------------------
Wellington Management Company, LLP Page 7
<PAGE>
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------ ------------------------------------------------------
GIFTS AND OTHER Employees should not seek, accept or offer any gifts
SENSITIVE PAYMENTS or favors of more than minimal value or any
preferential treatment in dealings with any client,
broker/dealer, portfolio company, financial
institution or any other organization with whom the
firm transactS business. Occasional participation in
lunches, dinners, cocktail parties, sporting
activities or similar gatherings conducted for
business purposes are not prohibited. However, for
both the Employee's protection and that of the firm it
is extremely important that even the appearance of a
possible conflict of interest be avoided. Extreme
caution is to be exercised in any instance in which
business related travel and lodgings are paid for
other than by Wellington Management, and prior
approval must be obtained from the Regulatory Affairs
Department.
Any question as to the propriety of such situations
should be discussed with the Regulatory Affairs
Department and any incident in which an Employee is
encouraged to violate these provisions should be
reported immediately. An explanation of all
extraordinary travel, lodging and related meals and
entertainment is to be reported in a brief memorandum
to the Director of Regulatory Affairs.
Employees must not participate individually or on
behalf of the firm, a subsidiary, or any client,
directly or indirectly, in any of the following
transactions:
1
Use of the firm's funds for political purposes.
2
Payment or receipt of bribes, kickbacks, or payment or
receipt of any other amount with an understanding that
part or all of such amount will be refunded or
delivered to a third party in violation of any law
applicable to the transaction.
3
Payments to government officials or employees (other
than disbursements in the ordinary course of business
for such legal purposes as payment of taxes).
4
Payment of compensation or fees in a manner the
purpose of which is to assist the recipient to evade
taxes, federal or state law, or other valid charges or
restrictions applicable to such payment.
--------------------------------------------------------------------------------
Wellington Management Company, LLP Page 8
<PAGE>
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------ ------------------------------------------------------
5
Use of the funds or assets of the firm or any
subsidiary for any other unlawful or improper purpose.
------------------------ ------------------------------------------------------
OTHER CONFLICTS Employees should also be aware that areas other than
OF INTEREST personal securities transactions or gifts and
sensitive payments may involve conflicts of interest.
The following should be regarded as examples of
situations involving real or potential conflicts
rather than a complete list of situations to avoid.
"INSIDE INFORMATION"
Specific reference is made to the firm's policy on the
use of "inside information" which applies to personal
securities transactions as well as to client
transactions.
USE OF INFORMATION
Information acquired in connection with employment by
the organization may not be used in any way which
might be contrary to or in competition with the
interests of clients. Employees are reminded that
certain clients have specifically required their
relationship with us to be treated confidentially.
DISCLOSURE OF INFORMATION
Information regarding actual or contemplated
investment decisions, research priorities or client
interests should not be disclosed to persons outside
our organization and in no way can be used for
personal gain.
OUTSIDE ACTIVITIES
All outside relationships such as directorships or
trusteeships of any kind or membership in investment
organizations (e.g., an investment club) must be
cleared by the Director of Regulatory Affairs prior to
the acceptance of such a position. As a general
matter, directorships in unaffiliated public companies
or companies which may reasonably be expected to
become public companies will not be authorized because
of the potential for conflicts which may impede our
freedom to act in the best interests of clients.
Service with charitable organizations generally will
be authorized, subject to considerations related to
time required during working hours and use of
proprietary information.
EXEMPTIVE PROCEDURE
The Director of Regulatory Affairs, the Director of
Enterprise Risk Management, the General Counsel or the
Ethics Committee can grant exemptions from the
personal trading restrictions in this Code upon
determining that the transaction for which an
exemption is requested would not result in a conflict
of interest or
--------------------------------------------------------------------------------
Wellington Management Company, LLP Page 9
<PAGE>
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------ ------------------------------------------------------
violate any other policy embodied in this Code.
Factors to be considered may include: the size and
holding period of the Employee's position in the
security, the market capitalization of the issuer, the
liquidity of the security, the reason for the
Employee's requested transaction, the amount and
timing of client trading in the same or a related
security, and other relevant factors.
Any Employee wishing an exemption should submit a
written request to the Director of Regulatory Affairs
setting forth the pertinent facts and reasons why the
employee believes that the exemption should be
granted. Employees are cautioned that exemptions are
intended to be exceptions, and repetitive exemptive
applications by an Employee will not be well received.
Records of the approval of exemptions and the reasons
for granting exemptions will be maintained by the
Regulatory Affairs Department.
------------------------ ------------------------------------------------------
COMPLIANCE WITH THE Adherence to the Code of Ethics is considered a basic
CODE OF ETHICS condition of employment with our organization. The
Ethics Committee monitors compliance with the Code and
reviews violations of the Code to determine what
action or sanctions are appropriate.
Violations of the provisions regarding personal
trading will presumptively be subject to being
reversed in the case of a violative purchase, and to
disgorgement of any profit realized from the position
(net of transaction costs and capital gains taxes
payable with respect to the transaction) by payment of
the profit to any client disadvantaged by the
transaction, or to a charitable organization, as
determined by the Ethics Committee, unless the
Employee establishes to the satisfaction of the Ethics
Committee that under the particular circumstances
disgorgement would be an unreasonable remedy for the
violation.
Violations of the Code of Ethics may also adversely
affect an Employee's career with Wellington Management
with respect to such matters as compensation and
advancement.
Employees must recognize that a serious violation of
the Code of Ethics or related policies may result, at
a minimum, in immediate dismissal. Since many
provisions of the Code of Ethics also reflect
provisions of the US securities laws, Employees should
be aware that violations could also lead to regulatory
enforcement action resulting in suspension or
expulsion from the securities business, fines and
penalties, and imprisonment.
--------------------------------------------------------------------------------
Wellington Management Company, LLP Page 10
<PAGE>
Wellington Management Company, llp
Wellington Trust Company, na
Wellington Management International
Wellington International Management Company Pte Ltd.
Code of Ethics
------------------------ ------------------------------------------------------
Again, Wellington Management would like to emphasize
the importance of obtaining prior clearance of all
personal securities transactions, avoiding prohibited
transactions, filing all required reports promptly and
avoiding other situations which might involve even an
apparent conflict of interest. Questions regarding
interpretation of this policy or questions related to
specific situations should be directed to the
Regulatory Affairs Department or Ethics Committee.
Revised: March 1, 2000
--------------------------------------------------------------------------------
Wellington Management Company, LLP Page 11
