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EXHIBIT 16 (a)
CODE OF ETHICS
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(Print Name)
MORGAN STANLEY DEAN WITTER ADVISORS INC.
MORGAN STANLEY DEAN WITTER SERVICES COMPANY INC.
MORGAN STANLEY DEAN WITTER DISTRIBUTORS INC.
Effective September 1, 1994 (as amended through July 25, 2000)
I. Introduction
Morgan Stanley Dean Witter Advisors Inc. ("MSDW Advisors"), a subsidiary of
Morgan Stanley Dean Witter & Co., is an investment adviser or manager of a
group of investment companies, referred to herein as the "Morgan Stanley
Dean Witter Funds." MSDW Advisors also serves as investment adviser to
other clients, including corporate pension funds, other institutions and
individuals ("MSDW Advisors Managed Accounts").
This Code of Ethics is adopted by MSDW Advisors in keeping with the general
principles and objectives set forth in Sections II and III below, and to
enforce the highest legal and ethical standards in light of its fiduciary
obligations to the Morgan Stanley Dean Witter Fund shareholders and to MSDW
Advisors' other clients. It has also been adopted by Morgan Stanley Dean
Witter Services Company Inc. ("Services"), a wholly owned subsidiary of
MSDW Advisors, and by Morgan Stanley Dean Witter Distributors Inc.
("Distributors"), a wholly-owned subsidiary of Morgan Stanley Dean Witter &
Co.), to apply to their Directors, officers and employees.
Employees, officers and Directors of MSDW Advisors, Services and
Distributors are also referred to the Morgan Stanley Dean Witter Policy
Statement on Insider Trading (attached), which is incorporated in this
Code.
II. General Principles
A. Shareholder and Client Interests Come First
Every officer, director or employee of MSDW Advisors, Services and
Distributors owes a fiduciary duty to the shareholders of the Morgan
Stanley Dean Witter Funds and to all other clients of MSDW Advisors.
This means that in every decision relating to investments, employees and
affiliates must recognize the needs and interests of the Morgan Stanley
Dean Witter Fund shareholders and other MSDW Advisors clients, and be
certain that at all times the interests of the shareholders and other
clients are placed ahead of any personal interest.
B. Avoid Actual and Potential Conflicts of Interest
The restrictions and requirements of this Code of Ethics are designed to
prevent behavior which conflicts, potentially conflicts or raises the
appearance of actual or potential conflict with the interests of the
shareholders of the Morgan Stanley Dean Witter Funds and MSDW Advisors
Managed Account clients. It is of the utmost importance that the
personal securities transactions of employees and affiliates be
conducted in a manner consistent with both the letter and spirit of this
Code of Ethics, including these principles. Only then can an individual,
and MSDW Advisors, Services and Distributors as a whole, be certain to
avoid any actual or potential conflict of interest or any abuse of an
individual's position of trust and responsibility.
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C. Avoid Undue Personal Benefit
MSDW Advisors, Services and Distributors employees and affiliates
should ensure that they do not acquire undue personal benefit or
advantage as a result of the performance of their normal duties as they
relate to the Morgan Stanley Dean Witter Funds and other MSDW Advisors
clients. Consistent with the first principle that the interests of the
Morgan Stanley Dean Witter Fund shareholders and other MSDW Advisors
clients must always come first is the fundamental standard that undue
personal advantage deriving from the management by MSDW Advisors of
other people's money is to be avoided.
III. Objective
The Securities and Exchange Commission's code of ethics rule contained in
the Investment Company Act of 1940 makes it unlawful for certain persons
associated with investment advisers or principal underwriters of investment
companies to engage in conduct which is deceitful, fraudulent, or
manipulative, or which involves false or misleading statements, in
connection with the purchase or sale of a security held or proposed to be
acquired by an investment company. In addition, Section 204A of the
Investment Advisers Act of 1940 requires investment advisers to establish,
maintain and enforce written policies and procedures designed to prevent
misuse of material non-public information. The objective of this Code is to
maintain the behavior of certain individuals associated with MSDW Advisors,
Services and Distributors (herein called "Access Persons") within the
general principles set forth above, as well as to prevent such persons from
engaging in conduct proscribed by the code of ethics rule and Section 204A
of the Investment Advisers Act. The Compliance Officer or Compliance
Coordinator in MSDW Advisors Risk Management Department will identify all
Access Persons and notify them of their reporting obligations at the time
they become an Access Person. Access Persons include all directors,
officers and employees of MSDW Advisors, Services or Distributors except
those directors and officers of Distributors who meet the following three
criteria: (i) they do not devote substantially all working time to the
activities of MSDW Advisors, Services or Distributors; (ii) they do not, in
connection with their regular functions and duties, participate in, obtain
information with respect to, or make recommendations as to, the purchase
and sale of securities; and (iii) they do not have access to information
regarding the day-to-day investment activities of MSDW Advisors, Services
or Distributors (those Directors and officers must, however, file quarterly
transaction reports pursuant to Section V., sub-section D., below). An
Officer or employee of MSDW Advisors, Distributors or Services on leave is
not considered an Access Person hereunder, provided that during the period
such person is on leave, subparagraphs (ii) and (iii) in the preceding
sentence are applicable.
IV. Grounds for Disqualification from Employment
Pursuant to the terms of Section 9 of the Investment Company Act of 1940,
no director, officer or employee of MSDW Advisors, Services or Distributors
may become, or continue to remain, an officer, director or employee,
without an exemptive order issued by the Securities and Exchange
Commission, if such director, officer or employee is, or becomes:
A. within the past ten years convicted of any felony or misdemeanor
involving the purchase or sale of any security or arising out of the
officer's or employee's conduct as an affiliated person, salesman or
employee of any investment company, bank, insurance company or entity or
person required to be registered under the Commodity Exchange Act; or
B. permanently or temporarily enjoined by any court from acting as an
affiliated person, salesman or employee of any investment company, bank,
insurance company or entity or person required to be registered under
the Commodity Exchange Act, or from engaging in or continuing any
conduct or practice in connection with any such activity or in
connection with the purchase or sale of any security.
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It is your obligation to immediately report any conviction or injunction to
the General Counsel of MSDW Advisors.
V. Personal Transactions in Securities
A. Prohibited Conduct
No Access Person shall buy or sell any security for his own account or
for an account in which he has, or as a result of the transaction
acquires, any direct or indirect beneficial ownership (referred to
herein as a "personal transaction") unless:
1. advance clearance of the transaction has been obtained; and
2. the transaction is reported in writing to MSDW Advisors in
accordance with the requirements of sub-section D below.
B. Restrictions and Limitations on Personal Securities Transactions
The following restrictions and limitations govern investments and
personal securities transactions by Access Persons. Unless otherwise
indicated, all restrictions and limitations are applicable to all Access
Persons:
1. Securities purchased may not be sold at a profit until at least 60
days from the purchase trade date. In addition, securities sold may
not be purchased at a lower price until at least 60 days from the
sale trade date. Any violation will result in disgorgement of all
profits from the transactions.
2. No short sales are permitted.
3. No transactions in options or futures are permitted, except that
listed options may be purchased and covered call options written. No
options may be purchased or written if the expiration date is less
than 60 days from the date of purchase. No option position may be
closed at a profit less than 60 days from the date established.
4. No Access Person may acquire any security in an Initial Public
Offering (IPO).
5a. Private placements of any kind may only be acquired with special
permission of the Code of Ethics Review Committee, and, if approved,
will be subject to continuous monitoring for possible future
conflict. Any Access Person wishing to request approval for private
placements must complete an MSDW Advisors Private Placement Approval
Request Form and submit the form to MSDW Advisors' Risk Management
Department. A copy of MSDW Advisors Private Placement Approval
Request Form, which may be revised at any time, is attached as
Exhibit A. Where the Code of Ethics Review Committee approves any
acquisition of private placements, its decision and reasons for
supporting the decision will be documented in a written report,
which is to be kept for five years in MSDW Advisors' Risk Management
Department after the end of the fiscal year in which the approval
was granted.
5b. Any Access Person who has a personal position in an issuer through a
private placement must affirmatively disclose that interest if such
Access Person is involved in consideration of any subsequent
investment decision regarding any security of that issuer or an
affiliate by any Morgan Stanley Dean Witter Fund or MSDW Advisors
Managed Account. In such event, the final investment decision shall
be independently reviewed by MSDW Advisor's Chief Investment
Officer. Written records of any such circumstance shall be
maintained and sent to the MSDW Advisors' Risk Management
Department.
6. Access Persons with MSDW Online accounts are permitted to trade ONLY
between the hours of 9:30 a.m. and 4:00 p.m. (New York time).
Trading after hours is prohibited.
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THE FOLLOWING RESTRICTIONS, 7a, 7b AND 7c, APPLY ONLY TO (i) PORTFOLIO
MANAGERS (AND ALL PERSONS REPORTING TO PORTFOLIO MANAGERS) AND (ii)
PERSONNEL IN THE MSDW ADVISORS TRADING DEPARTMENT.
7a. No purchase or sale transactions may be made in any security by any
portfolio manager (or person reporting to a portfolio manager) for a
period of seven (7) days before or after that security is bought or
sold by any Morgan Stanley Dean Witter Fund (other than Morgan
Stanley Dean Witter Value-Added Market Series, Morgan Stanley Dean
Witter Select Dimensions Investment Series--Value-Added Portfolio,
Morgan Stanley Dean Witter Index Funds, or Portfolios) or MSDW
Advisors Managed Account for which such portfolio manager (or the
portfolio manager to whom such person reports) serves in that
capacity.
7b. No purchase or sale transactions may be made in any security traded
through the MSDW Advisors trading department by any person employed
in the MSDW Advisors trading department for a period of seven (7)
days before or after that security is bought or sold by any Morgan
Stanley Dean Witter Fund (other than Morgan Stanley Dean Witter
Value-Added Market Series, Morgan Stanley Dean Witter Select
Dimensions Investment Series--Value-Added Portfolio, Morgan Stanley
Dean Witter Index Funds, or Portfolios) or MSDW Advisors Managed
Account.
7c. Any transactions by persons described in (a) and (b) above within
such enumerated period will be required to be reversed, if
applicable, and any profits or, at the discretion of the Code of
Ethics Review Committee, any differential between the sale price of
the individual security transaction and the subsequent purchase or
sale price by a relevant MSDW Fund during the enumerated period,
will be subject to disgorgement.
IMPORTANT: Regardless of the limited applicability of Restriction 8,
MSDW Advisors' Risk Management Department monitors all transactions
by ALL Access Persons in order to ascertain any pattern of conduct
which may evidence conflicts or potential conflicts with the
principles and objectives of this Code, including a pattern of
frontrunning. On a quarterly basis, MSDW Advisors' Risk Management
Department (i) will provide the MSDW Funds Boards of Directors with
a written report that describes issues that arose during the
previous quarter under this Code and if applicable, each MSDW Funds'
Sub- Adviser's Code, including but not limited to, information about
material violations and sanctions imposed in response to the
material violations, and (ii) on an annual basis, will certify that
MSDW Advisors has adopted procedures reasonably necessary to prevent
Access Persons from violating this Code.
C. Advance Clearance Requirement
1. Procedures
(a) From Whom Obtained
Subject to the limitations and restrictions of B above, advance
clearance of a personal transaction in a security must be
obtained from any two of the following officers of MSDW
Advisors:
(1) CEO/President
(2) Chief Investment Officer
(3) Chief Administrative Officer
(4) General Counsel
(5) any other person so designated by the CEO or President,
provided, however, that no more than ten persons, at any
time, may be Clearing Officers.
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These officers are referred to in this Code as "Clearing
Officers."
Prior to obtaining the two signatures from the Clearing
Officers, the form must be approved by the MSDW Advisors
Department responsible for the type of security for which
permission is being sought, as follows:
<TABLE>
<S> <C>
1. Equity Trading --Equity Trading Department
2. Fixed-Income Corporate --Manager,Corporate Fixed-Income
Bonds
3. Municipal Bonds --Manager, Municipal Fixed-Income
4. Non-Investment Grade --Manager, High Yield Fixed-Income
("Junk") Bonds
5. Collateralized Mortgage --Manager, Government Fixed-Income
Obligations (CMOs) and
other non-exempt Mortgage
and Asset-Backed Securities
6. Convertible Securities --Manager, Convertible Securities
</TABLE>
Prior to obtaining the Clearing Officers' signatures the form
also must be reviewed and initialed by the MSDW Advisors' Risk
Management Department. A copy of MSDW Advisors Securities
Transaction Approval Form, which may be revised at any time, is
attached as Exhibit B.
The Clearing Officers will not sign unless the approvals of the
relevant investment department and MSDW Advisors' Risk
Management Department are indicated on the form. MSDW Advisors'
Risk Management Department has implemented procedures reasonably
designed to monitor purchases and sales effected pursuant to the
aforementioned pre-clearance procedures.
(b) Time of Clearance
All approved securities transactions, whether executed through
AN MSDW BROKERAGE ACCOUNT OR AN MSDW ONLINE ACCOUNT, must take
place, prior to 4:00 p.m. EST, on the same day that the complete
advance clearance is obtained. If the transaction is not
completed on the date of clearance, a new clearance must be
obtained, including one for any uncompleted portion.
Post-approval is NOT PERMITTED under the Code of Ethics. If it
is determined that a trade was completed before approval, it
will be considered a violation of the Code of Ethics.
(c) Permitted Brokerage Accounts
ALL SECURITIES TRANSACTIONS MUST BE THROUGH AN MSDW BROKERAGE
ACCOUNT OR AN MSDW ONLINE ACCOUNT; NO OTHER BROKERAGE ACCOUNTS
ARE PERMITTED UNLESS SPECIAL PERMISSION IS OBTAINED. If you
maintain accounts outside of MSDW, you must immediately transfer
your accounts to a MSDW branch. Failure to do so will be
considered a significant violation of the Code of Ethics. In the
event permission is granted to maintain an outside brokerage
account, it is the responsibility of the employee to arrange for
duplicate confirmations of all securities transactions and
monthly brokerage statements to be sent to the MSDW Advisors'
Risk Management Department.
Prior to opening an MSDW ONLINE ACCOUNT, Access Persons must
obtain approval from MSDW Advisors' Risk Management Department.
NO employee may open an MSDW Online account unless a completed
and signed copy of their MSDW Online account application and
MSDW Employee Account Request Form is submitted to MSDW
Advisors' Risk Management Department for approval. NO employee
may apply for an
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MSDW ONLINE ACCOUNT ONLINE. A copy of the MSDW Employee Account
Request Form, which may be revised at any time, is attached as
Exhibit C.
(d) Form
Clearance must be obtained by completing and signing the
Securities Transaction Approval Form provided for that purpose
by MSDW Advisors and obtaining the signature of the correct
Department indicated in sub-section C.1 (a) and any two of the
Clearing Officers. The form must also indicate the name of the
individual's Financial Advisor and the Branch Office Number,
whether the account is an MSDW Online Account, as well as other
required information.
If you have more than one account under your control, indicate
on the approval sheet for which account the trade is intended.
ADDITIONALLY, PLEASE ADVISE YOUR FINANCIAL ADVISOR OR MSDW
ONLINE TO SEND DUPLICATE COPIES OF YOUR CONFIRMATION SLIPS AND
BROKER STATEMENTS TO THE MSDW Advisors' Risk Management
Department FOR EACH ACCOUNT UNDER YOUR CONTROL.
(e) Filing
After all required signatures are obtained, the Securities
Transaction Approval Form must be filed with the Risk Management
Department of MSDW Advisors by noon of the day following
execution of the trade for filing in the respective individual's
Code of Ethics file. A copy is retained by the employee for his
or her records. (If a preclearance request is denied, a copy of
the form will be maintained with MSDW Advisors' Risk Management
Department.)
2. Factors Considered in Clearance of Personal Transactions
In addition to the limitations and restrictions set forth under B
above, the Clearing Officers, in keeping with the general principles
and objectives of this Code of Ethics, may refuse to grant clearance
of a personal transaction in their sole discretion without being
required to specify any reason for the refusal. Generally, the
Clearing Officers will consider the following factors in determining
whether or not to clear a proposed transaction:
(a) Whether the amount or the nature of the transaction or person
making it is likely to affect the price or market of the
security.
(b) Whether the individual making the proposed purchase or sale is
likely to benefit from purchases or sales being made or
considered on behalf of any Morgan Stanley Dean Witter Fund or
client.
(c) Whether the transaction is non-volitional on the part of the
individual.
3. Exempt Securities
(a) The securities listed below are exempt from the restrictions of
sub-sections (B) (1) and (7), the advance clearance requirement
of sub-section C AND the quarterly and annual reporting
requirements of sub-section D. Therefore, it is not necessary to
obtain advance clearance for personal transactions in any of the
following securities nor is it necessary to report such
securities in the quarterly transaction reports or annual
securities holdings list:
(i) U.S. Government Securities;
(ii) Bank Certificates of Deposit;
(iii) Bankers' Acceptances;
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(iv) Commercial Paper;
(v) Purchases which are part of an automatic dividend
reinvestment plan (All employees with dividend reinvestment
plans must submit a memorandum to the compliance officer in
MSDW Advisors' Risk Management Department stating the name
and the amount invested in the automatic dividend
reinvestment plan. Any sales must be pre-approved); and
(vi) Open-end investment companies (mutual funds) (Closed-end
funds must be pre-approved).
(b) Unit Investment Trusts are exempt from the restrictions of
sub-sections B (1) and (7) and the advance clearance requirement
of sub-section C, but are subject to the quarterly and annual
reporting requirements of sub-section D:
(c) Morgan Stanley Dean Witter & Co. stock (including exercise of
stock option grants), due to the fact that it may not be
purchased by any actively managed Morgan Stanley Dean Witter
Fund (other than index-type funds) or for any MSDW Advisors
Managed Account, is exempt from the restrictions of sub-section
B (7) and the advance clearance requirement of sub-section C.
However, MSDW stock held in an approved brokerage account
remains subject to the quarterly and annual reporting
requirements of sub- section D as well as the 60 day short swing
profit restriction in Section B (1) (except in connection with
the sale of MSDW stock acquired through the exercise of employee
stock options). The restrictions imposed by Morgan Stanley Dean
Witter & Co. on Senior Management and other persons in
connection with transactions in Morgan Stanley Dean Witter & Co.
stock are not affected by the exemption of Morgan Stanley Dean
Witter & Co. stock from the advance clearance requirements of
this Code, and continue in effect to the extent applicable.
4. Accounts Covered
Advance clearance must be obtained for any personal transaction in a
security by an Access Person if such Access Person has, or as a
result of the transaction acquires, any direct or indirect
beneficial ownership in the security.
The term "beneficial ownership" is defined by rules of the SEC which
will be applicable in all cases. Generally, under the SEC rules, a
person is regarded as having beneficial ownership of securities held
in the name of:
(a) a husband, wife or a minor child; OR
(b) a relative sharing the same house; OR
(c) anyone else if the Access Person:
(i) obtains benefits substantially equivalent to ownership of
the securities; or
(ii) can obtain ownership of the securities immediately or at
some future time.
5. Exemption from Clearance Requirement
Clearance is not required for any account over which the Access
Person has no influence or control. In case of doubt the Access
Person may state on the Securities Transaction Approval Form that he
or she disclaims any beneficial ownership in the securities
involved.
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D. Report of Transactions
1. Transactions and Accounts Covered
(a) All securities transactions, except for transactions involving
exempt securities listed in Section V., sub-section C.3.(a) and
Section V., sub-section D.1.(c) of this Code, must be reported
in the next quarterly transaction report after the transaction
is effected.
The quarterly report shall contain the following information:
(i) The date of the transaction, the title, interest rate and
maturity date (if applicable), number of shares and
principal amount of each security involved;
(ii) The nature of the transaction (i.e., purchase, sale, or any
other type of acquisition or disposition);
(i) The price at which the purchase or sale was effected;
(ii) The name of the broker, dealer, or bank with or through
which the purchase or sale was effected; and
(iii) The date the report was submitted to MSDW Advisors' Risk
Management Department by such person.
In addition, any new brokerage account(s) opened during the
quarter as well as the date(s) the account(s) was opened must be
reported. The report must contain the following information:
(i) The name of the broker, dealer, or bank with whom the
account was established;
(ii) The date the account was established; and
(iii) The date the report was submitted to MSDW Advisors' Risk
Management Department.
(b) Directors and officers who, pursuant to Section III, are exempt
from preclearance ARE subject to the quarterly reporting
requirements.
(c) An Access Person need not make a quarterly transaction report if
(i) they maintain an MSDW brokerage account or MSDW Online
Account AND (ii) the report would duplicate information
contained in the broker trade confirms or account statements
received by MSDW Advisors' Risk Management Department and (iii)
no new brokerage accounts were opened during the quarter by such
person, including any account established with MSDW Online or an
MSDW broker.
2. Time of Reporting
(a) Initial Holdings Report
Each Access Person must, at the time of becoming an Access
Person, provide an initial holdings report to the Compliance
Officer or Compliance Coordinator disclosing (i) all securities
beneficially owned by the Access Person listing the title of the
security, number of shares held, and principal amount of the
security (any privately-placed securities held must be reported)
(ii) the name of the broker dealer or financial institution
where the Access Person maintains a personal account and (iii)
the date the report is submitted by the Access Person. New
employees will be required to provide a listing of all
non-exempt securities holdings as of the date of commencement of
employment as well as a listing of all outside brokerage
accounts. This report must be provided no later than 10 days
after a person becomes an Access Person.
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(b) Quarterly Transaction Reports
Each Access Person must submit a quarterly report of all
securities transactions, except for transactions involving
exempt securities listed in Section V., sub-section C.3.(a) and
transactions in accounts defined in Section V., sub-section
D.1(c) of this Code, within 10 calendar days after the end of
each calendar quarter. Any new brokerage Accounts(s) opened
during the quarter as well as the date(s) the account(s) was
opened must be reported within 10 calendar days after the end of
each calendar quarter.
(c) Annual Holdings Reports
The January Annual Listing of Securities Holdings Report
requires all Access Persons (including those who may have been
exempt from having to file quarterly reports pursuant to
D.1.(c), above) to provide an annual listing of holdings of (i)
all securities beneficially owned listing the title of the
security, number of shares held, and principal amount of the
security as of December 31 of the preceding year, except
securities exempt from pre-clearance AND reporting under Section
V., sub-section C. 3(a), (ii) the name of any broker dealer or
financial institution where the account(s) are maintained, as of
December 31 of the preceding year (a current listing will also
be required upon the effectiveness of this Code) and (iii) the
date the Report is submitted by the Access Person. The
information must be current as of a date not more than 30 days
before the report is submitted.
3. Form of Reporting
The initial holdings report, quarterly transaction report and the
annual listing of holdings report must be on the appropriate forms
provided by MSDW Advisors. Not submitting a quarterly transaction
report to MSDW Advisors' Risk Management Department will constitute
a representation by an Access Person, that such person has (i) only
executed reportable transactions in an exempt account as defined in
Section V., sub-section D.1(c) above, or (ii) only traded securities
exempt from the reporting requirements defined in Section V., sub-
section C.3(a) above. In addition, not submitting a quarterly
transaction report will constitute a representation that during the
quarter such person has not opened any new brokerage accounts of
mutual fund accounts with brokerage facilities during the quarter.
Copies of MSDW Advisors' initial holdings report, quarterly
transaction report and the annual listing of holdings report, which
may be revised at any time, are attached as Exhibits D, E, and F,
respectively.
4. Responsibility to Report
The responsibility for taking the initiative to report is imposed on
each individual required to make a report. Any effort by MSDW
Advisors to facilitate the reporting process does not change or
alter that responsibility.
5. Where to File Report
All reports must be filed with the Risk Management Department of
MSDW Advisors.
6. Responsibility to Review
MSDW Advisors' Risk Management Department's Compliance Officer or
Compliance Coordinator will review all initial holdings reports,
quarterly transaction reports, and annual listing of holdings
reports filed by Access Persons as well as broker confirmations and
account statements.
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VI. Review Committee
A Code of Ethics Review Committee, consisting of the CEO/ President, Chief
Investment Officer and the General Counsel of MSDW Advisors, will review
and consider any proper request of an Access Person for relief or
exemption from any restriction, limitation or procedure contained herein,
which restriction, limitation or procedure is claimed to cause a hardship
for such Access Person. The committee shall meet on an ad hoc basis, as
deemed necessary upon written request by an Access Person, stating the
basis for his or her request for relief. The committee's decision is
solely within its complete discretion.
VII. Service as Director
No Access Person may serve on the board of any company without prior
approval of the Code of Ethics Review Committee. If such approval is
granted, it will be subject to the implementation of Chinese Wall
procedures to isolate investment personnel serving as directors from
making investment decisions for Morgan Stanley Dean Witter Funds or MSDW
Advisors Managed Accounts concerning the company in question.
VIII.Gifts
No Access Person shall accept, directly or indirectly, anything of value,
including gifts and gratuities, in excess of $100 per year from any person
or entity that does business with any Morgan Stanley Dean Witter Fund or
MSDW Advisors Managed Account, not including occasional meals or tickets
to theater or sporting events or other similar entertainment.
IX. Sanctions
Upon discovering a violation of this Code, MSDW Advisors may impose such
sanctions as it deems appropriate, including, but not limited to, a
reprimand (orally or in writing), demotion, and suspension or termination
of employment. The CEO of MSDW Advisors, in his sole discretion, is
authorized to determine the choice of sanctions to be imposed in specific
cases, including termination of employment of any employee.
X. Effective Date
All employees, officers and Directors of MSDW Advisors, Services and
Distributors (whether or not Access Persons) are required to sign a copy
of this Code indicating their agreement to abide by the terms of this
Code.
In addition, all employees, officers and Directors of MSDW Advisors,
Services and Distributors will be required to certify annually that (i)
they have read and understand the terms of this Code of Ethics and
recognize the responsibilities and obligations incurred by their being
subject to this Code, and (ii) they are in compliance with the
requirements of this Code of Ethics, including but not limited to the
reporting of all brokerage accounts, the preclearance for Access Persons
and all non-exempt personal securities transactions in accordance with
this Code.
XI. Employee Certification
I have read and understand the terms of the above Code of Ethics. I
recognize the responsibilities and obligations, including but not limited
to my quarterly transaction, annual listing of holdings, and initial
holdings reporting obligations, incurred by me as a result of my being
subject to this Code of Ethics. I hereby agree to abide by the above Code
of Ethics.
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(Signature) (Date)
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(Print name)
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