<PAGE> 1
Exhibit (p)(5)
CODE OF ETHICS
OF
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
-----------------------------------------
PREAMBLE
--------
This Code of Ethics ("Code") is being adopted in compliance
with the requirements of Sections 204A and 206 of the Investment Advisers Act of
1940 (the "Advisers Act") and Rule 204-2 thereunder and Section 17j of the
Investment Company Act of 1940 (the "40 Act") and Rule 17j-1 thereunder, to
effectuate the purposes and objectives of those provisions. Section 204A of the
Advisers Act requires the establishment and enforcement of policies and
procedures reasonably designed to prevent the misuse of material, nonpublic
information by investment advisers. Rule 204-2 imposes recordkeeping
requirements with respect to personal securities transactions of access persons
(defined below). Section 206 of the Advisers Act and Rule 17j-1 of the 40 Act
make it unlawful for certain persons, including
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC. (the "Firm"):
-----------------------------------------
(1) To employ a device, scheme or artifice to defraud any
client or prospective client, or any mutual fund
portfolio managed by the Firm (the "Fund");
(2) To engage in any transaction, practice or course of
business which operates or would operate as a fraud
or deceit upon any client or prospective client, or
the Fund;
(3) Acting as principal for his own account, knowingly to
sell any security to or purchase any security from a
client, or acting as broker for a person other than
such client, knowingly to effect any sale or purchase
of any security for the account of such client,
without disclosing to such client in writing before
the completion of such transaction the capacity in
which he is acting and obtaining the consent of the
client to such transaction. The prohibitions of this
paragraph (3) shall not apply to any transaction with
a customer of a broker or dealer if such broker or
dealer is not acting as an investment adviser in
relation to such transaction;
(4) To engage in any act, practice, or course of business
which is fraudulent, deceptive or manipulative; or
33
<PAGE> 2
(5) To make to the Fund any untrue statement of a
material fact or omit to state to the Fund a material
fact necessary in order to make the statements made,
in light of the circumstances in which they are made,
not misleading.
This Code contains provisions reasonably necessary to prevent
persons from engaging in acts in violation of the above standard and procedures
reasonably necessary to prevent violations of the Code.
This Code of Ethics is adopted by the Board of Directors of
the Firm. This Code is based upon the principle that the directors and officers
of the Firm, and certain affiliated persons of the Firm, owe a fiduciary duty
to, among others, the clients of the Firm and shareholders of the Fund to
conduct their affairs, including their personal securities transactions, in such
manner to avoid (i) serving their own personal interests ahead of clients or
shareholders; (ii) taking inappropriate advantage of their position with the
Firm or the Fund; and (iii) any actual or potential conflicts of interest or any
abuse of their position of trust and responsibility. This fiduciary duty
includes the duty of the Compliance Officer of the Firm to report violations of
this Code of Ethics to the Firm's Board of Directors and to the Fund's
Compliance Officer.
POLICY STATEMENT ON INSIDER TRADING
-----------------------------------
The Firm forbids any officer, director or employee from
trading, either personally or on behalf of others, including accounts managed by
the Firm, on material nonpublic information or communicating material nonpublic
information to others in violation of the law. This conduct is frequently
referred to as "insider trading." The Firm's policy applies to every officer,
director and employee and extends to activities within and outside their duties
at the Firm. Any questions regarding the Firm's policy and procedures should be
referred to the Firm's Compliance Officer.
The term "insider trading" is not defined in the federal
securities laws, but generally is used to refer to the use of material nonpublic
information to trade in securities (whether or not one is an "insider") or to
communications of material nonpublic information to others.
While the law concerning insider trading is not static, it is
generally understood that the law prohibits:
1) trading by an insider, while in possession of
material nonpublic information, or
2) trading by a non-insider, while in possession of
material nonpublic information, where the information
either was disclosed to the non-insider in violation
of an insider's duty to keep it confidential or was
misappropriated, or
3) communicating material nonpublic information to
others.
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<PAGE> 3
The concept of "insider" is broad. It includes officers,
directors and employees of a company. In addition, a person can be a "temporary
insider" if he or she enters into a special confidential relationship in the
conduct of a company's affairs and as a result is given access to information
solely for the company's purposes. A temporary insider can include, among
others, a company's attorneys, accountants, consultants, bank lending officers,
and the employees of such organizations. In addition, the Firm may become a
temporary insider of a company it advises or for which it performs other
services. For that to occur, the company must expect the Firm to keep the
disclosed nonpublic information confidential and the relationship must at least
imply such a duty before the Firm will be considered an insider.
Trading on inside information is not a basis for liability
unless the information is material. "Material information" generally is defined
as information for which there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions,
or information that is reasonably certain to have a substantial effect on the
price of a company's securities. Information that officers, directors and
employees should consider material includes, but is not limited to: dividend
changes, earnings estimates, changes in previously released earnings estimates,
significant merger or acquisition proposals or agreements, major litigation,
liquidation problems, and extraordinary management developments.
Information is nonpublic until it has been effectively
communicated to the market place. One must be able to point to some fact to show
that the information is generally public. For example, information found in a
report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services,
The Wall Street Journal or other publications of general circulation would be
considered public. You should be particularly careful with information received
from client contacts at public companies.
Before trading for yourself or others in the securities of a
company about which you may have potential inside information, ask yourself the
following questions:
i. Is the information material? Is this information that
an investor would consider important in making his or
her investment decisions? Is this information that
would substantially effect the market price of the
securities if generally disclosed?
ii. Is the information nonpublic? To whom has this
information been provided? Has the information been
effectively communicated to the marketplace?
If, after consideration of the above, you believe that the
information is material and nonpublic, or if you have questions as to whether
the information is material and nonpublic, you should take the following steps.
i. Report the matter immediately to the Firm's
Compliance Officer.
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<PAGE> 4
ii. Do not purchase or sell the securities on behalf of
yourself or others.
iii. Do not communicate the information inside or outside
the Firm, other than to the Firm's Compliance
Officer.
iv. After the Firm's Compliance Officer has reviewed the
issue, you will be instructed to continue the
prohibitions against trading and communication, or
you will be allowed to trade and communicate the
information.
Information in your possession that you identify as material
and nonpublic may not be communicated to anyone, including persons within the
Firm, except as provided above. In addition, care should be taken so that such
information is secure. For example, files containing material nonpublic
information should be sealed; access to computer files containing material
nonpublic information should be restricted.
The role of the Firm's Compliance Officer is critical to the
implementation and maintenance of the Firm's policy and procedures against
insider trading. The Firm's Supervisory Procedures can be divided into two
classifications - prevention of insider trading and detection of insider
trading.
To prevent insider trading, the Firm will:
i. provide, on a regular basis, an educational program
to familiarize officers, directors and employees with
the Firm's policy and procedures, and
ii. when it has been determined that an officer, director
or employee of the Firm has material nonpublic
information,
1. implement measures to prevent dissemination
of such information, and
2. if necessary, restrict officers, directors
and employees from trading the securities.
To detect insider trading, the Firm's Compliance Officer will:
i. review the trading activity reports filed by each
officer, director and employee, and
ii. review the trading activity of accounts managed by
the Firm.
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<PAGE> 5
A. DEFINITIONS
-----------
(1) "ACCESS PERSON" means any director, officer, general
partner, advisory person, investment personnel,
portfolio manager, or employee of the firm.
(2) "ADVISORY PERSON" means any natural person in a
control relationship to the Firm who obtains
information concerning recommendations made to the
Firm or the Fund with regard to the purchase or sale
of a security by the Firm or the Fund.
(3) "AFFILIATED COMPANY" means a company which is an
affiliated person.
(4) "AFFILIATED PERSON" of another person means (a) any
person directly or indirectly owning, controlling, or
holding with power to vote, 5 per centum or more of
the outstanding voting securities or such other
person; (b) and person 5 per centum or more of whose
outstanding voting securities are directly or
indirectly owned, controlled or held with power to
vote, by such other person; (c) any person directly
or indirectly controlling, controlled by, or under
common control with, such other person; (d) any
officer, director, partner, copartner, or employee of
such other person; (e) if such other person is an
investment company, any investment adviser thereof or
any member of an advisor board thereof; and (f) if
such other person is an unincorporated investment
company not having a board of directors, the
depositor thereof.
(5) A security is "BEING CONSIDERED FOR PURCHASE OR SALE"
or is "BEING PURCHASED OR SOLD" when a recommendation
to purchase or sell the security has been made and
communicated, which includes when the Firm or the
Fund has a pending "buy" or "sell" order with respect
to a security, and, with respect to the person making
the recommendation, when such person seriously
considers making such a recommendation. "PURCHASE OR
SALE OF A SECURITY" includes the writing of an option
to purchase or sell a security.
(6) "BENEFICIAL OWNERSHIP" shall be as defined in, and
interpreted in the same manner as it would be in
determining whether a person is subject to the
provisions of, Section 16 of the Securities Exchange
Act of 1934 and the rules and regulations thereunder
which, generally speaking, encompasses those
situations where the beneficial owner has the right
to enjoy some economic benefit from the ownership of
the security. A person is normally regarded as the
beneficial owner of securities held in the name of
his or her spouse or minor children living in his or
her household.
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(7) "CONTROL" means the power to exercise a controlling
influence over the management or policies of a
company, unless such power is solely the result of an
official position with such company. Any person who
owns beneficially, either directly or through one or
more controlled companies, more than 25 per centum of
the voting securities of a company shall be presumed
to control such company. Any person who does not so
own more than 25 per centum of the voting securities
of any company shall be presumed not to control such
company. A natural person shall be presumed not to be
a controlled person.
(8) "INVESTMENT PERSONNEL" means (a) any portfolio
manager of the Firm or the Fund as defined in (10)
below; and (b) securities analysts, traders and other
personnel who provide information and advice to the
portfolio manager or who help execute the portfolio
manager's decisions.
(9) "PERSON" means any natural person or a company.
(10) "PORTFOLIO MANAGER" means an employee of the Firm
entrusted with the direct responsibility and
authority to make investment decisions.
(11) "SECURITY" means any note, stock, treasury stock,
bond, debenture, evidence of indebtedness,
certificate of interest or participation in any
profit-sharing agreement, collateral-trust
certificate, preorganization certificate or
subscription, transferable share, investment
contract, voting-trust certificate, certificate of
deposit for a security, fractional undivided interest
in oil, gas, or other mineral rights, any put, call,
straddle, option, or privilege on any security
(including a certificate of deposit) or on any group
or index of securities (including any interest
therein or based on the value thereof), or any put,
call, straddle, option, or privilege entered into on
a national securities exchange relating to foreign
currency, or, in general, any interest or instrument
commonly known as a "security," or any certificate of
interest or participation in, temporary or interim
certificate for, receipt for, guarantee of, or
warrant or right to subscribe to or purchase, any of
the foregoing. Security shall not include securities
issued by the government of the United States or by
federal agencies and which are direct obligations of
the United States, bankers' acceptances, bank
certificates of deposit, commercial paper and shares
of unaffiliated registered open-end investment
companies (mutual funds).
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<PAGE> 7
B. TRADING RESTRICTIONS FOR ACCESS PERSONS
---------------------------------------
(1) GENERAL RESTRICTIONS FOR ACCESS PERSONS. Access
persons are subject to the following restrictions
with respect to their securities transactions:
(a) PROHIBITION ON ACCEPTING GIFTS OF MORE THAN
DE MINIMIS VALUE. Access persons are
prohibited from accepting any gift or other
thing of more than de minimis value from any
person or entity that does business with or
on behalf of the Firm or the Fund; for the
purpose of this Code de minimis shall be
considered to be the annual receipt of gifts
from the same source valued at $250 or less
per individual recipient, when the gifts are
in relation to the conduct of the Firm's
business;
(b) PROHIBITION ON SERVICE AS A DIRECTOR OR
PUBLIC OFFICIAL. Investment Personnel are
prohibited from serving on the board of
directors of any publicly traded company
without prior authorization of the President
or other duly authorized officer of the Firm
or the Fund. Any such authorization shall be
based upon a determination that the board
service would be consistent with the
interests of the Firm's clients and the
Fund's shareholders. Authorization of board
service shall be subject to the
implementation by the Firm of a "Chinese
Wall" or other procedures to isolate such
investment personnel from making decisions
about trading in that company's securities.
(c) PROHIBITION ON INITIAL PUBLIC OFFERINGS.
Access persons are prohibited from acquiring
securities in an initial public offering.
(d) PROHIBITION ON PRIVATE PLACEMENTS. Access
persons are prohibited from acquiring
securities in a private placement without
prior approval from the Firm's Compliance
Officer. In the event an access person
receives approval to purchase securities in
a private placement, the access person must
disclose that investment if he or she plays
any part in the Firm's later consideration
of an investment in the issuer.
(e) PROHIBITION ON OPTIONS. Access persons are
prohibited from acquiring or selling any
option on any security.
(f) PROHIBITION ON SHORT-SELLING. Access persons
are prohibited from selling any security
that the access person does not own or
otherwise engaging in "short-selling"
activities.
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<PAGE> 8
(g) PROHIBITION ON SHORT-TERM TRADING PROFITS.
Access persons are prohibited from profiting
in the purchase and sale, or sale and
purchase, of the same (or equivalent)
securities within sixty (60) calendar days.
Trades made in violation of this prohibition
should be unwound, if possible. Otherwise,
any profits realized on such short-term
trades shall be subject to disgorgement.
(2) BLACKOUT RESTRICTIONS FOR ACCESS PERSONS. All access
persons are subject to the following restrictions
when their purchases and sales of securities coincide
with trades by any client of the Firm or by the Fund:
(a) PURCHASES AND SALES WITHIN THREE DAYS
FOLLOWING A TRADE BY A CLIENT OR THE FUND.
Access persons are prohibited from
purchasing or selling any security within
three calendar days after any client or the
Fund has traded in the same (or a related)
security. In the event that an access person
makes a prohibited purchase or sale within
the three-day period, the access person must
unwind the transaction and relinquish any
gain from the transaction to the appropriate
client portfolio(s) or the Fund.
(b) PURCHASES WITHIN SEVEN DAYS BEFORE A
PURCHASE BY A CLIENT OR THE FUND. Any access
person who purchases a security within seven
calendar days before any client or the Fund
purchases the same (or a related) security
is prohibited from selling the security for
a period of six months following the client
or the Fund's trade. In the event that an
access person makes a prohibited sale within
the six-month period, the access person must
relinquish to the appropriate client
portfolio(s) or the Fund any gain from the
transaction.
(c) SALES WITHIN SEVEN DAYS BEFORE A SALE BY A
CLIENT OR THE FUND. Any access person who
sells a security within seven days before
any client or the Fund sells the same (or a
related) security must relinquish to the
appropriate client portfolio(s) or the Fund
the difference between the access person's
sale price and the client portfolio(s) or
the Fund's sale price (assuming the access
person's sale price is higher).
40
<PAGE> 9
C. EXEMPTED TRANSACTIONS
---------------------
The prohibitions of Sections B (1)(f)(g) and B (2)(a)(b)(c)
shall not apply to:
(1) purchases or sales effected in any account over which
the access person has no direct or indirect influence
or control;
(2) purchases or sales which are non-volitional on the
part of either the access person or the Firm;
(3) purchases which are part of an automatic dividend
reinvestment plan; and
(4) purchases effected upon the exercise of rights issued
by an issuer pro rata to all holders of a class of
its securities, to the extent such rights were
acquired from such issuer, and sales of such rights
so acquired.
D. COMPLIANCE PROCEDURES
---------------------
(1) RECORDS OF SECURITIES TRANSACTIONS. All access
persons must notify the Firm's Compliance Officer if
they have opened or intend to open a brokerage
account. Access persons must direct their brokers to
supply the Firm's Compliance officer with duplicate
confirmation statements of their securities
transactions and copies of all periodic statements
for their brokerage accounts.
(2) PRE-CLEARANCE OF SECURITIES TRANSACTIONS. All access
persons shall receive prior written approval from the
Firm's Compliance Officer, or other officer
designated by the Board of Directors, before
purchasing or selling securities. The personal
securities transactions pre-clearance form is
attached as Exhibit D.
(3) DISCLOSURE OF PERSONAL HOLDINGS. All access persons
shall disclose to the Firm's Compliance Officer all
personal securities holdings upon the later of
commencement of employment or adoption of this Code
of Ethics and thereafter on an annual basis as of
December 31. This initial report shall be made on the
form attached as Exhibit A and shall be delivered to
the Firm's Compliance Officer.
(4) CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS.
Every access person shall certify annually that:
(a) they have read and understand the Code of
Ethics and recognize that they are subject
thereto;
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<PAGE> 10
(b) they have complied with the requirements of
the Code of Ethics; and
(c) they have reported all personal securities
transactions required to be reported
pursuant to the requirements of the Code of
Ethics.
The annual report shall be made on the form attached as
Exhibit B and delivered to the Firm's Compliance Officer.
(5) REPORTING REQUIREMENTS
(a) Every access person shall report to the
Compliance Officer of the Firm the
information described in, Sub-paragraph
(5)(b) of this Section with respect to
transactions in any security in which such
person has, or by reason of such transaction
acquires, any direct or indirect beneficial
ownership in the security; provided,
however, that an access person shall not be
required to make a report with respect to
transactions effected for any account over
which such person does not have any direct
or indirect influence.
(b) Reports required to be made under this
Paragraph (5) shall be made not later than
10 days after the end of the calendar
quarter in which the transaction to which
the report relates was effected. Every
access person shall be required to submit a
report for all periods, including those
periods in which no securities transactions
were effected. A report shall be made on the
form attached hereto as Exhibit C or on any
other form containing the following
information:
(i) the date of the transaction, the
title and the number of shares, and
the principal amount of each
security involved;
(ii) the nature of the transaction
(i.e., purchase, sale or any other
type of acquisition or
disposition);
(iii) the price at which the transaction
was effected; and
(iv) the name of the broker, dealer or
bank with or through whom the
transaction was effected.
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<PAGE> 11
Duplicate copies of the broker confirmation
of all personal transactions and copies of
periodic statements for all securities
accounts may be appended to Exhibit C to
fulfill the reporting requirement.
(c) Any such report may contain a statement that
the report shall not be construed as an
admission by the person making such report
that he or she has any direct or indirect
beneficial ownership in the security to
which the report relates.
(d) The Compliance Officer of the Firm shall
notify each access person that he or she is
subject to these reporting requirements, and
shall deliver a copy of this Code of Ethics
to each such person upon request.
(e) Reports submitted to the Compliance Officer
of the Firm pursuant to this Code of Ethics
shall be confidential and shall be provided
only to the officers and directors of the
Firm, Firm counsel or regulatory authorities
upon appropriate request.
(6) CONFLICT OF INTEREST
Every access person shall notify the Compliance
Officer of the Firm of any personal conflict of
interest relationship which may involve the Firm's
clients (including the Fund), such as the existence
of any economic relationship between their
transactions and securities held or to be acquired by
any portfolio of the Firm. Such notification shall
occur in the pre-clearance process.
E. REPORTING OF VIOLATIONS TO THE BOARD OF DIRECTORS
-------------------------------------------------
(1) The Firm's Compliance Officer shall promptly report
to the Board of Directors and to the Fund's
Compliance Officer all apparent violations of this
Code of Ethics and the reporting requirements
thereunder.
(2) When the Firm's Compliance Officer finds that a
transaction otherwise reportable to the Board of
Directors under Paragraph (1) of this Section could
not reasonably be found to have resulted in a fraud,
deceit or manipulative practice in violation of
Section 206 of the Advisers Act or Rule 17j-1 of the
40 Act, he may, in his discretion, lodge a written
memorandum of such finding and the reasons therefor
with the reports made pursuant to this Code of
Ethics, in lieu of reporting the transaction to the
Board of Directors.
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<PAGE> 12
(3) The Board of Directors, or a Committee of Directors
created by the Board of Directors for that purpose,
shall consider reports made to the Board of Directors
hereunder and shall determine whether or not this
Code of Ethics has been violated and what sanctions,
if any, should be imposed.
F. ANNUAL REPORTING TO THE BOARD OF DIRECTORS
------------------------------------------
(1) The Firm's Compliance Officer shall prepare an annual
report relating to this Code of Ethics to the Board
of Directors. Such annual report shall:
(a) Summarize existing procedures concerning
personal investing and any changes in the
procedures made during the past year;
(b) identify any violations requiring
significant remedial action during the past
year; and
(c) identify any recommended changes in the
existing restrictions or procedures based
upon the Firm's experience under its Code of
Ethics, evolving industry practices or
developments in applicable laws or
regulations.
The Fund's Compliance Officer will prepare a similar report
for the Fund's Board of Directors.
G. SANCTIONS
---------
Upon discovering a violation of this Code, the Board of
Directors may impose such sanctions, as they deem appropriate, including, among
other things, a letter of censure or suspension or termination of the employment
of the violator.
H. RETENTION OF RECORDS
--------------------
This Code of Ethics, a list of all persons required to make
reports hereunder from time to time, as shall be updated by the Firm's
Compliance Officer, a copy of each report made by an access person hereunder,
each memorandum made by the Firm's Compliance Officer hereunder and a record of
any violation hereof and any action taken as a result of such violation, shall
be maintained by the Firm.
Dated: January 3, 2000
---------------
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Exhibit A
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
CODE OF ETHICS
INITIAL REPORT OF ACCESS PERSONS
To the Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, Inc.:
1. I hereby acknowledge receipt of a copy of the Code of Ethics for
Barrow, Hanley, Mewhinney & Strauss, Inc. (the "Firm").
2. I have read and understand the Code and recognize that I am subject
thereto in the capacity of "Access Persons."
3. Except as noted below, I hereby certify that I have no knowledge of
the existence of any personal conflict of interest relationship which may
involve the Firm or the Fund, such as any economic relationship between my
transactions and securities held or to be acquired by the Firm or any of its
portfolios, including the Fund.
4. As of the date below I had a direct or indirect beneficial ownership
in the following securities:
<TABLE>
======================================== ====================================== ======================================
<CAPTION>
TYPE OF INTEREST
NAME OF SECURITIES NUMBER OF SHARES (DIRECT OR INDIRECT)
<S> <C> <C>
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
======================================== ====================================== ======================================
</TABLE>
NOTE: Do not report transactions in U.S. Government securities, bankers'
acceptances, bank certificates of deposit, commercial paper and unaffiliated
registered open-end investment companies (mutual funds).
<TABLE>
<S> <C>
Date: Signature:
------------------------------------------- ------------------------------------------------
(First date of investment personnel
status) Print Name:
------------------------------------------------
Title:
------------------------------------------------
Employer: Barrow, Hanley, Mewhinney & Strauss, Inc.
------------------------------------------------
Date: Signature:
------------------------------------------- ------------------------------------------------
Firm's Compliance Officer
</TABLE>
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<PAGE> 14
Exhibit B
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
CODE OF ETHICS
ANNUAL REPORT OF ACCESS PERSONS
To the Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, Inc.:
1. I have read and understand the Code and recognize that I am subject
thereto in the capacity of an "Access Person."
2. I hereby certify that, during the year ended December 31, 20 ___, I
have complied with the requirements of the Code and I have reported all
securities transactions required to be reported pursuant to the Code.
3. I hereby certify that I have not disclosed pending "buy" or "sell"
orders for a portfolio of the Firm or the Fund to any employees of any other UAM
affiliate, except where the disclosure occurred subsequent to the execution of
withdrawal of an order.
4. Except as noted below, I hereby certify that I have no knowledge of
the existence of any personal conflict of interest relationship which may
involve the Firm or the Fund, such as any economic relationship between my
transactions and securities held or to be acquired by the Firm or any of its
portfolios, including the Fund.
4. As of December 31, 20___, I had a direct or indirect beneficial
ownership in the following securities:
<TABLE>
======================================== ====================================== ======================================
<CAPTION>
TYPE OF INTEREST
NAME OF SECURITIES NUMBER OF SHARES (DIRECT OR INDIRECT)
---------------------------------------- -------------------------------------- --------------------------------------
<S> <C> <C>
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
======================================== ====================================== ======================================
</TABLE>
NOTE: Do not report transactions in U.S. Government securities, bankers'
acceptances, bank certificates of deposit, commercial paper and unaffiliated
registered open-end investment companies (mutual funds).
<TABLE>
<S> <C>
Date: Signature:
------------------------------------------- ------------------------------------------------
(First date of investment personnel
status) Print Name:
------------------------------------------------
Title:
------------------------------------------------
Employer: Barrow, Hanley, Mewhinney & Strauss, Inc.
------------------------------------------------
Date: Signature:
------------------------------------------- ------------------------------------------------
Firm's Compliance Officer
</TABLE>
46
<PAGE> 15
Exhibit C
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
ACCESS PERSONS
Securities Transactions Report For the Calendar Quarter Ended: _______________
To the Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, Inc.:
During the quarter referred to above, the following transactions were effected
in securities of which I had, or by reason of such transaction acquired, direct
or indirect beneficial ownership, and which are required to be reported pursuant
to the Code of Ethics adopted by the Firm.
<TABLE>
=================== ================= ============ ================ ==================== ========== ======================
<CAPTION>
SECURITY DATE OF NO. OF DOLLAR AMOUNT NATURE OF PRICE BROKER/DEALER
TRANSACTION SHARES OF TRANSACTION TRANSACTION OR BANK THROUGH
(Purch., Sale, WHOM EFFECTED
Other)
------------------- ----------------- ------------ ---------------- -------------------- ---------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
------------------- ----------------- ------------ ---------------- -------------------- ---------- ----------------------
------------------- ----------------- ------------ ---------------- -------------------- ---------- ----------------------
------------------- ----------------- ------------ ---------------- -------------------- ---------- ----------------------
------------------- ----------------- ------------ ---------------- -------------------- ---------- ----------------------
------------------- ----------------- ------------ ---------------- -------------------- ---------- ----------------------
------------------- ----------------- ------------ ---------------- -------------------- ---------- ----------------------
------------------- ----------------- ------------ ---------------- -------------------- ---------- ----------------------
------------------- ----------------- ------------ ---------------- -------------------- ---------- ----------------------
=================== ================= ============ ================ ==================== ========== ======================
</TABLE>
This report (i) excludes transactions with respect to which I had no direct or
indirect influence or control, (ii) excludes other transactions not required to
be reported, and (iii) is not an admission that I have or had any direct or
indirect beneficial ownership in the securities listed above.
Except as noted on the reverse side of this report, I hereby certify that I have
no knowledge of the existence of any personal conflict of interest relationship
which may involve the Firm or the Fund, such as the existence of any economic
relationship between my transactions and securities held or to be acquired by
Firm clients or any related portfolios, including the Fund.
NOTE: Do not report transactions in U.S. Government securities, bankers'
acceptances, bank certificates of deposit, commercial paper and unaffiliated
registered open-end investment companies (mutual funds).
<TABLE>
<S> <C>
Date: Signature:
------------------------------------------- ------------------------------------------------
(First date of investment personnel
status) Print Name:
------------------------------------------------
Title:
------------------------------------------------
Employer: Barrow, Hanley, Mewhinney & Strauss, Inc.
------------------------------------------------
Date: Signature:
------------------------------------------- ------------------------------------------------
Firm's Compliance Officer
</TABLE>
47
<PAGE> 16
Exhibit D
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
ACCESS PERSONS
Personal Securities Transactions Pre-clearance Form
(see Section D(2), Code of Ethics)
To the Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, Inc.:
I hereby request pre-clearance of the following proposed transactions:
<TABLE>
=================== =========== =================== ==================== ============= ====================== ====================
<CAPTION>
SECURITY NO. OF DOLLAR AMOUNT OF NATURE OF PRICE BROKER/DEALER AUTHORIZED
SHARES TRANSACTION TRANSACTION (OR OR BANK THROUGH
(Purch., Sale, PROPOSED WHOM EFFECTED YES NO
Other) PRICE)
------------------- ----------- ------------------- -------------------- ------------- ---------------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
------------------- ----------- ------------------- -------------------- ------------- ---------------------- --------- ----------
------------------- ----------- ------------------- -------------------- ------------- ---------------------- --------- ----------
------------------- ----------- ------------------- -------------------- ------------- ---------------------- --------- ----------
------------------- ----------- ------------------- -------------------- ------------- ---------------------- --------- ----------
------------------- ----------- ------------------- -------------------- ------------- ---------------------- --------- ----------
------------------- ----------- ------------------- -------------------- ------------- ---------------------- --------- ----------
------------------- ----------- ------------------- -------------------- ------------- ---------------------- --------- ----------
------------------- ----------- ------------------- -------------------- ------------- ---------------------- --------- ----------
=================== =========== =================== ==================== ============= ====================== ========= ==========
</TABLE>
<TABLE>
<S> <C>
Date: Signature:
------------------------------------------- ------------------------------------------------
(First date of investment personnel
status) Print Name:
------------------------------------------------
Title:
------------------------------------------------
Employer: Barrow, Hanley, Mewhinney & Strauss, Inc.
------------------------------------------------
Date: Signature:
------------------------------------------- ------------------------------------------------
Firm's Compliance Officer
</TABLE>
48
