EXHIBIT (P)(1)
CODE OF ETHICS
SECTION I STATEMENT OF GENERAL FIDUCIARY PRINCIPLES
This Code of Ethics (the "Code") has been adopted by each of TD
Waterhouse Trust (the "Trust"), TD Waterhouse Family of Funds, Inc. ("TD WFF"),
National Investors Cash Management Fund, Inc. ("NICM") and TD Waterhouse Asset
Management, Inc. ("TD WAM"), the investment manager of each Fund (defined
below), in compliance with Rule 17j-1 under the Investment Company Act of 1940
(the "Act"). The purpose of the Code is to establish standards and procedures
for the detection and prevention of activities by which persons having knowledge
of the investments and investment intentions of the Funds may abuse their
fiduciary duties to the Funds, and otherwise to deal with the types of conflict
of interest situations to which Rule 17j-1 is addressed.
The Code is based on the principle that the directors/trustees of each
Fund, and the directors, officers and employees of TD WAM, as well as the
personnel of the Fund's distributor, Funds Distributor, Inc. (the
"Distributor"), who provide services to the Fund, owe a fiduciary duty to the
Fund to conduct their personal securities transactions in a manner that does not
interfere with the Fund's transactions or otherwise take unfair advantage of
their relationship with the Fund. All such directors, trustees, officers,
employees and personnel of the Funds, TD WAM and its affiliates and the
Distributor ("Fund Personnel") are expected to adhere to this general principle
as well as to comply with all of the specific provisions of this Code that are
applicable to them. Fund Personnel affiliated with TD WAM and its affiliates and
the Distributor are, in addition, expected to comply with the provisions of the
codes of ethics that have been adopted by their respective organizations.
Technical compliance with the Code will not automatically insulate any
Fund Personnel from scrutiny of transactions that show a pattern of compromise
or abuse of the individual's fiduciary duties to the Fund. Accordingly, all Fund
Personnel must seek to avoid any actual or potential conflicts between their
personal interests and the interests of the Fund and its shareholders. In sum,
all Fund Personnel shall place the interests of the Fund before their own
personal interests.
The provisions of this Code reflect the fact that the Distributor has
adopted its own code of ethics to govern the personal securities transactions of
its personnel. Thus, the only persons subject to the prohibited transaction and
reporting provisions of this Code (Sections IV and VI) are the
directors/trustees and officers of the Funds and the directors, officers and
employees of TD WAM and its affiliates. Officers of the Funds who also serve as
officers or employees of the Distributor shall be required to comply with the
Distributor's code of ethics, a current copy of which shall be provided to the
Funds as required hereunder and approved by the boards of directors/trustees of
the Funds in accordance with Rule 17j-1, and compliance therewith shall be
deemed to be compliance herewith. The compliance officer for the Distributor
shall make periodic reports to the Compliance Officer of the Funds with respect
to the compliance by such
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officers with the Code of Ethics and reports to the board of directors/trustees
of the Funds as required by Rule 17j-1.
All Access Persons (defined below) must read and retain this Code of
Ethics, however, and should recognize that he or she is subject to the
provisions of Sections I, II, III, and VII hereof.
SECTION II DEFINITIONS
(A) "Access Person" means any director, trustee, officer, or Advisory
Person (as defined below) of a Fund or TD WAM, except for any
director, trustee or officer of a Fund who is also an officer,
director or employee of the Distributor.
(B) An "Advisory Person" of a Fund or of TD WAM means: (i) any employee of
a Fund or TD WAM and its affiliates, or any company in a control
relationship to the Fund or TD WAM and its affiliates, who in
connection with his or her regular functions or duties makes,
participates in, or obtains information regarding the purchase or sale
of any Covered Security by the Fund, or whose functions relate to the
making of any recommendation with respect to such purchases or sales;
and (ii) any natural person in a control relationship to the Fund or
TD WAM and its affiliates who obtains information concerning
recommendations made to the Fund with regard to the purchase or sale
of any Covered Security by the Fund.
(C) "Beneficial Ownership" is interpreted in the same manner as it would
be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934
(the "1934 Act") in determining whether a person is a beneficial owner
of a security for purposes of Section 16 of the 1934 Act and the rules
and regulations thereunder.
(D) "Compliance Officer" means the chief compliance officer of TD WAM.
(E) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Act.
(F) "Covered Security" means a security as defined in Section 2(a)(36) of
the Act, to wit: 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.
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"Covered Security" does not include: (i) direct obligations of the
Government of the United States; (ii) bankers' acceptances, bank
certificates of deposit, commercial paper and high quality short-term
debt instruments, including repurchase agreements; and (iii) shares
issued by open-end investment companies registered under the Act.
References to a Covered Security in this Code (e.g., a prohibition or
requirement applicable to the purchase or sale of a Covered Security)
shall be deemed to refer to and to include any warrant for, option in,
or security immediately convertible into that Covered Security, and
shall also include any instrument that has an investment return or
value that is based, in whole or in part, on that Covered Security
(collectively, "Derivatives"). Therefore, except as otherwise
specifically provided by this Code: (i) any prohibition or requirement
of this Code applicable to the purchase or sale of a Covered Security
shall also be applicable to the purchase or sale of a Derivative
relating to that Covered Security; and (ii) any prohibition or
requirement of this Code applicable to the purchase or sale of a
Derivative shall also be applicable to the purchase or sale of a
Covered Security relating to that Derivative.
(G) "Fund" means each of the Trust, TD WFF, NICM, and each of their
respective series.
(H) "Independent Director" means a director or trustee of a Fund who is
not an "interested person" of the Fund within the meaning of Section
2(a)(19) of the Act.
(I) "Initial Public Offering" means an offering of securities registered
under the Securities Act of 1933 (the "1933 Act"), the issuer of
which, immediately before the registration, was not subject to the
reporting requirements of Sections 13 or 15(d) of the 1934 Act.
(J) "Investment Personnel" of a Fund or TD WAM means: (i) any employee of
the Fund or TD WAM (or of any company in a control relationship to the
Fund or TD WAM) who, in connection with his or her regular functions
or duties, makes or participates in making recommendations regarding
the purchase or sale of securities by the Fund; and (ii) any natural
person who controls the Fund or TD WAM and who obtains information
concerning recommendations made to the Fund regarding the purchase or
sale of securities by the Fund.
(K) "Limited Offering" means an offering that is exempt from registration
under the 1933 Act pursuant to Section 4(2) or Section 4(6) thereof or
pursuant to Rule 504, Rule 505, or Rule 506 thereunder.
(L) "Security Held or to be Acquired" by a Fund means: (i) any Covered
Security which, within the most recent 15 days: (A) is or has been
held by the Fund; or (B) is being or has been considered by the Fund
or TD WAM for purchase by the Fund; and (ii) any option to purchase or
sell, and any security convertible into or exchangeable for, a Covered
Security described in this Section II(K)(i).
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(M) "17j-1 Organization" means the Fund or TD WAM, as the context
requires.
SECTION III OBJECTIVE AND GENERAL PROHIBITIONS
Although certain provisions of this Code apply only to Access Persons
or Investment Personnel, all Fund Personnel must recognize that they are
expected to conduct their personal activities in accordance with the standards
set forth in Section I above, this Section III and Section VII. Therefore, Fund
Personnel may not engage in any investment transaction under circumstances in
which the Fund Personnel benefits from or interferes with the purchase or sale
of investments by the Fund. In addition, Fund Personnel may not use information
concerning the investments or investment intentions of the Fund, or their
ability to influence such investment intentions, for personal gain or in a
manner detrimental to the interests of the Fund.
Fund Personnel may not engage in conduct that is deceitful, fraudulent
or manipulative, or that involves false or misleading statements, in connection
with the purchase or sale of investments by a Fund. In this regard, Fund
Personnel should recognize that Rule 17j-1 makes it unlawful for any affiliated
person or principal underwriter of a Fund, or any affiliated person of an
investment adviser or principal underwriter for a Fund, directly or indirectly,
in connection with the purchase or sale, directly or indirectly, by the person
of a Security Held or to be Acquired by the Fund to:
(i) employ any device, scheme or artifice to defraud the Fund;
(ii) make any untrue statement of a material fact to the Fund or
omit to state to the Fund a material fact necessary in order
to make the statements made, in light of the circumstances
under which they are made, not misleading;
(iii) engage in any act, practice or course of business that
operates or would operate as a fraud or deceit upon the
Fund; or
(iv) engage in any manipulative practice with respect to the
Fund.
Fund Personnel should also recognize that a violation of this Code or
of Rule 17j-1 may result in the imposition of: (1) sanctions as provided by
Section IX below; or (2) administrative, civil and, in certain cases, criminal
fines, sanctions or penalties.
SECTION IV PROHIBITED TRANSACTIONS
(A) (1) An Access Person may not purchase or otherwise acquire direct or
indirect Beneficial Ownership of any Covered Security, and may not
sell or otherwise dispose of any Covered Security in which he or she
has direct or indirect Beneficial Ownership, if he or she knows or
should know at the time of entering into the transaction that: (1) the
Fund has purchased or sold the Covered Security within the last 15
calendar days, or is purchasing or selling or intends to purchase or
sell the Covered Security in the next 15 calendar days; or (2) TD WAM
and its
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affiliates have within the last 15 calendar days considered purchasing
or selling the Covered Security for the Fund or within the next 15
calendar days intend to consider purchasing or selling the Covered
Security for the Fund, unless such Access Person:
(i) obtains advance clearance of such transaction pursuant to Section
V; and
(ii) reports to the 17j-1 Organization the information described in
Section VI of this Code.
(2) Without limiting the generality of the foregoing, Investment
Personnel of a Fund or TD WAM must obtain approval from the Fund or TD
WAM, as the case may be, before directly or indirectly acquiring
Beneficial Ownership in any securities in an Initial Public Offering
or in a Limited Offering.
(B) The prohibitions of this Section IV(A)(1) and the pre-clearance
requirements of Section V do not apply to:
(1) Purchases that are made by reinvesting cash dividends pursuant to
an automatic dividend reinvestment program ("DRIP") (this
exception does not apply, however, to optional cash purchases
pursuant to a DRIP);
(2) Purchases of rights issued by an issuer pro rata to all holders
of a class of its securities, if such rights were acquired from
such issuer, and the exercise of such rights;
(3) Transactions in futures contracts on U.S. Treasury obligations
(and related options) effected on a U.S. commodities exchange;
(4) Involuntary (i.e., non-volitional) purchases and sales of Covered
Securities;
(5) Transactions in an account over which the Access Person does not
exercise, directly or indirectly, any influence or control; and
(6) Purchases or sales of Covered Securities that are not eligible
for purchase or sale by the respective Fund.
(C) Notwithstanding anything to the contrary contained herein, the
prohibitions of Section IV(A)(1) and the pre-clearance requirements of
Section V shall not apply to (i) Covered Securities that comprise the
Dow Jones Industrial AverageSM or any other broad-based market index
that one or more Funds seeks to replicate, or (ii) Covered Securities
purchased or sold, or considered for purchase or sale, by a Fund which
is managed by an investment sub-adviser other than TD WAM.
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SECTION V PRE-CLEARANCE PROCEDURES
(A) From Whom Obtained.
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Pre-clearance of a personal transaction in a Covered Security
required to be approved pursuant to Section IV above must be
obtained from the Compliance Officer or General Counsel of TD
WAM or, if either is unavailable, a director of TD WAM. Each
of these persons is referred to in this Code as a "Clearing
Officer." A Clearing Officer seeking pre-clearance with
respect to his or her own transaction shall obtain such
clearance from another Clearing Officer.
(B) Time of Clearance.
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(1) Access Persons may pre-clear trades only in cases
where they have a present intention to effect a
transaction in the Covered Security for which
pre-clearance is sought. It is not appropriate for an
Access Person to obtain a general or open-ended
pre-clearance to cover the eventuality that he or she
may buy or sell a Covered Security at some future
time depending upon market developments. Consistent
with the foregoing, an Access Person may not
simultaneously request pre-clearance to buy and sell
the same Covered Security.
(2) Pre-clearance of a trade shall be valid and in effect
only for a period of 24 hours from the time
pre-clearance is given; provided, however, that a
pre-clearance expires upon the person becoming aware
of facts or circumstances that would prevent a
proposed trade from being pre-cleared were such facts
or circumstances made known to a Clearing Officer.
Accordingly, if an Access Person becomes aware of new
or changed facts or circumstances that give rise to a
question as to whether pre-clearance could be
obtained if a Clearing Officer was aware of such
facts or circumstances, the person shall be required
to so advise a Clearing Officer before proceeding
with such transaction.
(C) Form.
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Clearance must be obtained in writing by completing and
signing the form provided for that purpose by the 17j-1
Organization, which form shall set forth the details of the
proposed transaction, and obtaining the signature of a
Clearing Officer. If an Access Person is requesting approval
to purchase or sell a Covered Security that is owned by a Fund
and such Access Person has responsibility regarding the
determination by TD WAM of securities to be purchased or sold
for such Fund, the Access Person must inform the Clearing
Officer of that fact at the time approval to purchase or sell
the Covered Security is sought.
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(D) Filing.
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A copy of all completed clearance forms, with the required
signatures, shall be retained by the Compliance Officer.
(E) Factors Considered in Clearance of Personal Transactions.
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A Clearing Officer may refuse to grant clearance of a personal
transaction in his or her sole discretion without being
required to specify any reason for the refusal. Generally, a
Clearing Officer will consider the following factors in
determining whether to clear a proposed transaction:
(1) Whether the amount or nature of the transaction or
person making it is likely to affect the price or
market for the Covered Security; and
(2) Whether the person making the proposed purchase or sale
is likely to benefit from purchases or sales being made
or being considered on behalf of the Fund; and
(3) Whether the transaction is likely to affect the Fund
adversely.
(F) Monitoring of Personal Transactions After Clearance.
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After clearance is given to an Access Person, the Compliance
Officer shall monitor the Access Person's transactions to
ascertain whether the cleared transaction was executed within
24 hours, whether it was executed in the specified amounts and
what other securities transactions, if any, the Access Person
executed.
SECTION VI REPORTS BY ACCESS PERSONS
(A) Personal Securities Holdings Reports.
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All Access Persons shall within 10 days of the date on which
they become Access Persons, and thereafter, within 30 days
after the end of each calendar year, disclose the title,
number of shares and principal amount of all Covered
Securities in which they have a Beneficial Interest as of the
date the person became an Access Person, in the case of such
person's initial report, and as of the last day of the year,
as to annual reports. Such report is hereinafter called a
"Personal Securities Holdings Report." Each Personal
Securities Holdings Report must also disclose the name of any
broker, dealer or bank with whom the Access Person maintained
an account in which any securities were held for the direct or
indirect benefit of the Access Person as of the date the
person became an Access Person or as of the last day of the
year, as the case may be. Each Personal Securities Holdings
Report shall state the date it is being submitted.
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(B) Quarterly Transaction Reports.
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Within ten (10) days after the end of each calendar quarter,
each Access Person shall make a written report to the
Compliance Officer of all transactions occurring in the
quarter by which he or she acquired or disposed of a direct or
indirect Beneficial Interest in any Covered Security. Such
report is hereinafter called a "Quarterly Securities
Transaction Report."
A Quarterly Securities Transaction Report shall be on a form
approved by the Compliance Officer and must contain the
following information with respect to each reportable
transaction:
(1) Date and nature of the transaction (purchase, sale or
any other type of acquisition or disposition);
(2) Title, interest rate and maturity date (if applicable),
number of shares or principal amount of each Covered
Security and the price at which the transaction was
effected;
(3) Name of the broker, dealer or bank with or through whom
the transaction was effected; and
(4) The date the report is submitted by the Access Person.
(C) Notwithstanding the reporting requirements set forth in this Section
VI, an Independent Director is not required to file a Personal
Securities Holding Report upon becoming a director/trustee of a Fund
or an Annual Personal Securities Holding Report. An Independent
Director also need not file a Quarterly Securities Transaction Report
unless such Director knew or, in the ordinary course of fulfilling his
or her official duties as a Director of a Fund, should have known that
during the 15-day period immediately preceding or after the date of
the transaction in a Covered Security by the Director such security is
or was purchased or sold by the Fund or such purchase or sale by the
Fund is or was considered by the Fund or TD WAM for purchase or sale
by the Fund.
(D) Access Persons of TD WAM and the Distributor.
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An Access Person of TD WAM or the Distributor need not make a
Quarterly Transaction Report if all of the information in the report
would duplicate information recorded pursuant to Rules 204-2(a)(12) or
(13) under the Investment Advisers Act of 1940, as amended. Access
Persons of the Fund who are required to submit reports under the
Distributor's code of ethics shall provide such reports to the
Distributor's compliance officer.
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(E) Brokerage Accounts and Statements.
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Access Persons, except Independent Directors, shall:
(1) identify all securities brokerage and commodities trading
accounts in which they trade or hold Securities in which they
have a Beneficial Interest ("Accounts") at the time they become
an Access Person and, thereafter, identify any new account and
the date the Account was established within 10 days after the end
of the quarter during which such new Account was established.
This information shall be included on the appropriate Quarterly
Securities Transaction Report.
(2) instruct the brokers for their Accounts to provide duplicate
account statements to the Compliance Officer.
(3) on an annual basis, certify that they have complied with the
requirements of (1) and (2) above.
(F) Form of Reports.
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A Quarterly Securities Transaction Report may consist of broker
statements or other statements that provide a list of all personal
Covered Securities holdings and transactions in the time period
covered by the report and contain the information required in a
Quarterly Securities Transaction Report.
(G) Responsibility to Report.
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It is the responsibility of each Access Person to take the initiative
to comply with the requirements of this Section VI. Any effort by the
Funds, or by TD WAM and its affiliates, to facilitate the reporting
process does not change or alter that responsibility. A person need
not make a report hereunder with respect to transactions effected for,
and Covered Securities held in, any account over which the person has
no direct or indirect influence or control.
(H) Where to File Reports.
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All Quarterly Securities Transaction Reports and Personal Securities
Holdings Reports must be filed with the Compliance Officer.
(I) Disclaimers.
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Any report required by this Section VI may contain a statement that
the report will not be construed as an admission that the person
making the report has any direct or indirect beneficial ownership in
the Covered Security to which the report relates.
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SECTION VII ADDITIONAL PROHIBITIONS
(A) Confidentiality of Fund Transactions.
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Until disclosed in a public report to shareholders or to the
Securities and Exchange Commission in the normal course, all
information concerning the securities "being considered for
purchase or sale" by a Fund shall be kept confidential by all
Fund Personnel and disclosed by them only on a "need to know"
basis. It shall be the responsibility of the Compliance
Officer to report any inadequacy found in this regard to the
directors/trustees of the Fund.
(B) Outside Business Activities and Directorships.
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Access Persons may not engage in any outside business
activities that may give rise to conflicts of interest or
jeopardize the integrity or reputation of the Funds.
Similarly, no such outside business activities may be
inconsistent with the interests of the Funds. Access Persons
who are directors, officers or employees of TD WAM and its
affiliates may not serve as directors of any public or private
company, except with the prior approval of the Compliance
Officer. All directorships held by such Access Persons shall
be reported to the Compliance Officer.
(C) Gratuities.
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Fund Personnel shall not, directly or indirectly, take, accept
or receive gifts or other consideration in merchandise,
services or otherwise of more than nominal value from any
person, firm, corporation, association or other entity other
than such person's employer that does business, or proposes to
do business, with the Fund.
SECTION VIII ANNUAL CERTIFICATION
(A) Access Persons.
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Access persons who are directors, officers or employees of TD
WAM and its affiliates shall be required to certify annually
that they have read this Code and that they understand it and
recognize that they are subject to it. Further, such Access
Persons shall be required to certify annually that they have
complied with the requirements of this Code.
(B) Organizations.
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No less frequently than annually, each Fund, TD WAM and the
Distributor must furnish to the respective Fund's board of
directors/trustees, and the board must consider, a written
report that: (A) describes any issues arising under this Code
of Ethics or procedures since the last report to the board,
including, but not limited
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to, information about material violations of the Code or
procedures and sanctions imposed in response to material
violations; and (B) certifies that the Fund, TD WAM or the
Distributor, as applicable, has adopted procedures
reasonably necessary to prevent Access Persons from
violating the Code.
SECTION IX SANCTIONS
Any violation of this Code shall be subject to the imposition of such
sanctions by the 17j-1 Organization as may be deemed appropriate under the
circumstances to achieve the purposes of Rule 17j-1 and this Code. The sanctions
to be imposed shall be determined by the board of directors/trustees, including
a majority of the Independent Directors, provided, however, that with respect to
violations by persons who are directors, officers or employees of TD WAM and its
affiliates (or of a company that controls TD WAM and its affiliates), the
sanctions to be imposed shall be determined by TD WAM and its affiliates (or the
controlling person thereof). Sanctions may include, but are not limited to,
suspension or termination of employment, a letter of censure and/or restitution
of an amount equal to the difference between the price paid or received by the
Fund and the more advantageous price paid or received by the offending person.
SECTION X ADMINISTRATION AND CONSTRUCTION
(A) The administration of this Code shall be the responsibility of
the Compliance Officer.
(B) The duties of the Compliance Officer are as follows:
(1) Continuous maintenance of a current list of the names of all
Access Persons with an appropriate description of their
title or employment, including a notation of any
directorships held by Access Persons who are officers or
employees of TD WAM and its affiliates or of any company
that controls TD WAM and its affiliates, and informing all
Access Persons of their reporting obligations hereunder;
(2) On an annual basis, providing all Fund Personnel a copy of
this Code and informing such persons of their duties and
obligations hereunder;
(3) Maintaining or supervising the maintenance of all records
and reports required by this Code;
(4) Preparing listings of all transactions effected by Access
Persons who are subject to the requirement to file Quarterly
Securities Transaction Reports and reviewing such
transactions against a listing of all transactions effected
by the Fund;
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(5) Issuance either personally or with the assistance of counsel
as may be appropriate, of any interpretation of this Code
that may appear consistent with the objectives of Rule 17j-1
and this Code;
(6) Conduct of such inspections or investigations as shall
reasonably be required to detect and report, with
recommendations, any apparent violations of this Code to the
board of directors/trustees of the Fund;
(7) Submission of a report to the board of directors/trustees of
the Fund, no less frequently than annually, a written report
that describes any issues arising under the Code since the
last such report, including but not limited to the
information described in Section VIII(B); and
(8) Review of the administration of the code of ethics adopted
by the Distributor and make requests for such reports and
information as may be necessary to assist the board of
directors/trustees in monitoring compliance by the
Distributor, and its directors, officers and employees with
Rule 17j-1 and with its codes of ethics.
(C) The Compliance Officer shall maintain and cause to be maintained
in an easily accessible place at the principal place of business,
the following records:
(1) A copy of all codes of ethics adopted by the Fund or TD WAM
and its affiliates, as the case may be, pursuant to Rule
17j-1 that have been in effect at any time during the past
five (5) years;
(2) A record of each violation of such codes of ethics and of
any action taken as a result of such violation for at least
five (5) years after the end of the fiscal year in which the
violation occurs;
(3) A copy of each report made by an Access Person for at least
two (2) years after the end of the fiscal year in which the
report is made, and for an additional three (3) years in a
place that need not be easily accessible;
(4) A copy of each report made by the Compliance Officer to the
board of directors/trustees for two (2) years from the end
of the fiscal year of the Fund in which such report is made
or issued and for an additional three (3) years in a place
that need not be easily accessible;
(5) A list of all persons who are, or within the past five (5)
years have been, required to make reports pursuant to the
Rule and this Code of Ethics, or who are or were responsible
for reviewing such reports;
(6) A copy of each report required by Section VIII(B) for at
least two (2) years after the end of the fiscal year in
which it is made, and for an additional three (3) years in a
place that need not be easily accessible; and
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(7) A record of any decision, and the reasons supporting the
decision, to approve the acquisition by Investment Personnel
of securities in an Initial Public Offering or Limited
Offering for at least five (5) years after the end of the
fiscal year in which the approval is granted.
(D) This Code may not be amended or modified except in a written
form that is specifically approved by majority vote of the
Independent Directors.
This Code of Ethics initially was adopted and approved by the Board of
Directors/Trustees of each Fund, including a majority of the Independent
Directors, at a meeting on March 8, 2000, and then restated and amended pursuant
to approval of the Board of Directors/Trustees of each Fund, including a
majority of the Independent Directors at a meeting on June 7, 2000.
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Secretary
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