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EX-99.B(p)(4)
Dresdner RCM Global Investors
CODE OF ETHICS
Dresdner RCM's reputation for integrity and ethics is one of our most important
assets. In order to safeguard this reputation, we believe it is essential not
only to comply with relevant U.S. and foreign laws and regulations but also to
maintain high standards of personal and professional conduct at all times.
Dresdner RCM's Code of Ethics is designed to ensure that our conduct is at all
times consistent with these standards, with our fiduciary obligations to our
clients, and with industry and regulatory standards for investment managers.
The basic principles underlying Dresdner RCM's Code of Ethics are as follows:
. We will at all times conduct ourselves with integrity and distinction,
putting first the interests of our clients.
. Even if our clients are not harmed, we cannot take inappropriate
advantage of information we learn through our position as fiduciaries.
. We must take care to avoid even the appearance of impropriety in our
personal actions.
The Code of Ethics contains detailed rules concerning personal securities
transactions and other issues. In addition, the Code of Ethics sets forth the
general principles that will apply even when the specific rules do not address a
specific situation or are unclear or potentially inapplicable.
Although the Code of Ethics provides guidance with respect to many common types
of situations, please remember that the Code of Ethics cannot address every
possible circumstance that could give rise to a conflict of interest, a
potential conflict of interest, or an appearance of impropriety. Whether or not
a specific provision of the Code applies, each employee must conduct his or her
activities in accordance with the general principles embodied in the Code of
Ethics, and in a manner that is designed to avoid any actual or potential
conflict of interest or any abuse of an individual's position of trust and
responsibility. Technical compliance with the procedures incorporated in the
Code of Ethics will not insulate actions that contravene your duties to Dresdner
RCM and its clients from scrutiny and, in some cases, liability. Each employee
should consider whether a particular action might give rise to an appearance of
impropriety, even if the action itself is consistent with the employee's duties
to Dresdner RCM and its clients. Therefore, to protect yourself and the firm,
please be alert for the potential for conflicts of interest, and please consult
the Compliance Department whenever questions arise concerning the application of
the Code of Ethics to a particular situation.
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Dresdner RCM also reserves the right, when in its judgment particular
circumstances warrant, to impose more stringent requirements on particular
employees or on all employees generally, or to grant exceptions to the
requirements of the Code of Ethics in circumstances in which it believes an
exception is warranted.
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Table Of Contents
<TABLE>
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1. Introduction................................................................................... 1
2. Persons Covered................................................................................ 2
3. Rules Relating to Personal Transactions........................................................ 3
3.1. General Rules Regard Personal Securities Trading........................................ 3
3.2. The Pre-Clearance Process............................................................... 4
3.2.1. Required Approval -- Equity and Equity Related Securities........................ 5
3.2.2. Required Approval -- Fixed Income Securities..................................... 6
3.2.3. Trading Date..................................................................... 6
3.3. Special Situations...................................................................... 7
3.3.1. Special Types of Securities...................................................... 7
3.3.1.1. Exempted Securities....................................................... 7
3.3.1.2. Derivative Instruments.................................................... 8
3.3.1.3. Stock Index Futures....................................................... 9
3.3.1.4. Limited and General Partnership Interests................................. 9
3.3.2 Special Types of Transactions..................................................... 9
3.3.2.1. Private Placements........................................................ 9
3.3.2.2. Limit, GTC and Stop Loss Orders........................................... 10
3.3.2.3. Public Offerings.......................................................... 11
3.3.2.4. Non-Volitional Transactions............................................... 11
3.3.2.5. De Minimis Transactions in Certain Securities............................. 12
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3.3.2.6. Other Special Transactions................................................ 12
3.3.2.7. Gifts..................................................................... 12
3.3.2.8. Proprietary Accounts...................................................... 13
</TABLE>
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<TABLE>
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3.3.2.9. Transactions Involving Closed-End Funds Managed by Dreisdner RCM..................... 13
3.3.3. Third Party Accounts................................................................. 13
3.4. Blackout Periods..................................................................... 14
3.5. Ban on Short-Term Trading Profits.................................................... 15
3.6. Fiduciary Responsibility to Clients.................................................. 17
3.7. Technical Compliance Is Not Sufficient............................................... 19
3.8. Reporting Personal Securities Transactions........................................... 19
3.8.1. Pre-Clearance Forms.......................................................... 19
3.8.2. Duplicate Brokerage Confirmations............................................ 20
3.8.3. Quarterly Reports of Transactions............................................ 20
3.8.4. Initial and Annual Personal Holding Reports.................................. 20
4. What Beneficial Ownership Means............................................................... 21
5. Other Conflicts of Interest................................................................... 22
5.1. Providing Investment Advise to Others................................................... 22
5.2. Disclosure of Interests of Members of Immediate Family.................................. 22
5.3. Favoritism and Gifts.................................................................... 22
5.4. Disclosure of Interests of Members of Immediate Family.................................. 23
5.5. Disclosure of Information Concerning Securities Recommendations and Transactions........ 23
5.6. Prohibition on Serving as Director...................................................... 23
5.7. Insider Trading......................................................................... 23
6. Potential Consequences of Violations; Responsibilities of Supervisors......................... 24
7. Questions Concerning the Code of Ethics....................................................... 24
8. Forms to Be Executed.......................................................................... 25
</TABLE>
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EXHIBITS
Exhibit A Personal Securities Transaction Pre-Clearance
Exhibit B Third Party Account Annual Certification
Exhibit C Trading Accounts
Exhibit D Quarterly Transaction Report
Exhibit E Personal Holdings Report
Exhibit F Annual Certification
Exhibit G Acknowledgment
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Introduction
Dresdner RCM Global Investors LLC, Caywood-Scholl Capital Management, Inc.,
Kleinwort Benson Investment Management Americas, Inc., and Dresdner RCM Trust
Company (all of which are referred to in the Code of Ethics collectively as
"Dresdner RCM") and their employees owe fiduciary duties to their clients under
the laws of the United States, Australia, Germany, Hong Kong, Japan, the United
Kingdom and other countries. These fiduciary duties require each of us to place
the interests of our clients ahead of our own interests in all circumstances.
Due to the special nature of some of our clients, special rules may also apply
in some circumstances. These rules are discussed in more detail below.
An integral part of our fiduciary duty is the obligation to avoid conflicts
of interest./1/ As a basic principle, you may not use your position, or
information you learn at Dresdner RCM, so as to create a conflict or the
appearance of a conflict between your personal interests and those of
Dresdner RCM or any Dresdner RCM client. A conflict of interest (or the
appearance of a conflict of interest) can arise even if there is no
financial loss to Dresdner RCM or to any Dresdner RCM client, and
regardless of the motivation of the employee involved.
The potential for conflicts of interest is apparent with respect to personal
securities transactions, but conflicts of interest can arise in a variety of
situations. Some of the more common examples are described in this Code of
Ethics. The rules contained in the Code of Ethics are designed to minimize
conflicts of interest and to avoid potential appearances of impropriety. As a
result, all employees and members of their immediate families are required to
adhere carefully to the elements of the Code of Ethics that are applicable to
them. Compliance with Dresdner RCM's Code of Ethics is a condition of employment
The sanctions that may result from violations of the Code of Ethics, which can
include fines and/or dismissal, are outlined below.
Compliance with the Code of Ethics and interpretation of its requirements is the
responsibility of Dresdner RCM's Compliance Department, subject to the oversight
of Dresdner RCM's Compliance Committee. If you have questions about whether a
conflict of interest exists in a particular situation, please contact the
Compliance Department.
Industry standards pertaining to matters such as personal securities trading can
change over time, and Dresdner RCM is committed to maintaining high ethical
standards for itself and its employees. Therefore, Dresdner RCM reserves the
right to change any or all of the requirements of the Code of Ethics from time
to time, as Dresdner RCM deems necessary or appropriate.
PERSONS COVERED
_______________________
/1/ As used in this Code of Ethics, "Conflict of Interest" includes any conduct
that is prohibited by Rule 17j-1 (b), as amended, under the Investment Company
Act of 1940.
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The provisions and requirements of the Code of Ethics apply to all officers,
directors, and employees of Dresdner RCM. The Code of Ethics also applies to all
temporary employees and all contractors who work on Dresdner RCM's premises, or
who have access to Dresdner RCM,s computer systems. In addition, special rules
apply to transactions by or through proprietary accounts and benefit plans
sponsored by Dresdner RCM.
All of the provisions and requirements of the Code of Ethics, including the
rules Pertaining to pre-clearance of personal securities transactions, also
apply to persons who are closely connected to Dresdner RCM directors, officers
and employees. Examples of closely connected persons include any family member
who is presently living in your household, or to whose financial support you
make a significant contribution, and trusts or estates over which you have
investment control. In case of any doubt, please contact the Compliance
Department.
Although persons who are not closely connected to you are not required to comply
with the pre-clearance and other procedures contained in the Code of Ethics,
such persons may not take improper advantage of information that they may
receive from you regarding the activity or holdings of Dresdner RCM clients. In
addition, it would be a violation of the Code of Ethics and potentially a
Violation of Dresdner RCM's Policies and Procedures Designed to Detect and
Prevent Insider Trading (the "Insider Trading Policy") for any Dresdner RCM
employee to arrange for a friend or relative to trade in a security in which
that Dresdner RCM employee would be precluded from trading for his or her own
account. It may also be a violation of the Code of Ethics or the Insider Trading
Policy for a Dresdner RCM employee to give information about the activity or
holdings of Dresdner RCM clients to any person for the purpose of facilitating
securities trading by that person. Dresdner RCM reserves the right, when
Dresdner RCM deems it necessary or- appropriate, to apply the requirements of
the Code of Ethics to persons who are not necessarily members of your immediate
family.
Except as otherwise provided, the provisions and requirements of the Code of
Ethics relating to pre-clearance, blackout period, and holding periods do not
generally apply to persons who are (i) directors of Dresdner RCM or (ii)
directors or employees of an investment company managed by Dresdner RCM
(collectively, the "Fund") who is not an affiliated person of Dresdner RCM, but
who do not, in the ordinary course of their official duties, have access to
specific purchase or sale recommendations or decisions made by Dresdner RCM for
any of its clients ("Disinterested Persons").
A Disinterested Person is not required to pre-clear personal securities
transactions unless such Disinterested Person knows or, in the ordinary course
of the fulfillment of his or her official duties as a director or officer of
Dresdner RCM or one of the Funds, should have known that during the 15-day
period immediately preceding or after the date of a transaction in a security by
that Disinterested Person such security was purchased or sold by Dresdner RCM or
the Funds, Dresdner RCM or that the purchase or sale of that security was
considered by Dresdner RCM or the Funds managed by Dresdner RCM. In
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addition, Disinterested Persons/2/ are not required to report their personal
securities transactions on a quarterly basis, or to report their holdings on an
annual basis, to Dresdner RCM.
RULES RELATING TO PERSONAL TRANSACTIONS
Personal securities trading by investment management personnel has come under
intensive scrutiny over the last several years, and the SEC has pursued several
highly publicized enforcement actions. The SEC, the Investment Company Institute
(the "ICl"), and the Association for Investment Management and Research ("AIMR")
have all published reports and established standards regarding personal
securities trading by the staffs of investment management firms. In addition,
the SEC has recently adopted new rules that apply to personal securities trading
by Dresdner RCM personnel. As a result, all Dresdner RCM employees should be
careful to conduct their personal securities transactions in accordance with all
of the requirements of the Code of Ethics.
General Rules Regarding Personal Securities Trading
You and persons closely connected to you/3/ must conduct your personal
securities trading in a manner that does not give rise to either a conflict of
interest, or the appearance of a conflict of interest, with the interests of any
Dresdner RCM client, including the Funds. Please bear in mind that, if a
conflict of interest arises, you may be frozen in, or prohibited from trading,
securities in which you have an existing position. Any losses suffered due to
compliance with the requirements of the Code of Ethics are the employee's sole
responsibility. Each employee should evaluate this risk before engaging in any
personal securities transaction.
The rules regarding personal securities transactions that are contained in the
Code of Ethics are designed to address potential conflicts of interests and to
minimize any potential appearance of impropriety. These rules include the
following:
. Pre-clearance of personal securities transactions
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. Exemption for certain types of securities, and certain types of
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transactions
. Review of duplicate brokerage confirmations
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/2/ This exemption from reporting requirements does not apply to a
Disinterested Person who is also an employee of Dresdner Bank AG and its
affiliates or who are members of a Board of Dresdner RCM or a Fund, but who are
not involved in the day-to-day management of Dresdner RCM or any Fund (the
"Dresdner Directors"). As discussed below, the Dresdner Directors must file with
Dresdner RCM quarterly reports of personal securities transactions pursuant to
the reporting requirements of the Securities and Exchange Commission ("SEC").
/3/ This Code of Ethics frequently describes the responsibilities of employees.
However all references to employees are intended to include persons closely
connected to them.
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. Prohibition on personal securities transactions during a `blackout
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period" before and after client trades
. Ban on short-term trading profits
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. Quarterly reporting of personal securities transactions
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. Securities Holdings Reports, upon employment and annually thereafter.
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The details regarding each of the rules with respect to personal securities
transactions are discussed in greater detail below.
The Pre-Clearance Process
As noted above, in order to avoid conflicts of interest, Dresdner RCM requires
written pre-clearance of purchases and sales of all publicly or privately held
securities (including limited partnership interests and derivative instruments)
that are or would be beneficially owned by its employees. This pre-clearance
requirement is intended to protect both Dresdner RCM and its employees from even
the potential appearance of impropriety with respect to any employee's personal
trading activity. Whether or not you pre-clear a personal security transaction,
if it is later determined that Dresdner RCM was buying or selling that security
(or other securities of the same issuer, or related derivative securities) for
one or more clients on that day, you may be required, to cancel, liquidate or
otherwise unwind your trade.
The pre-clearance requirement applies to all securities, including stocks,
bonds, shares of registered closed-end investment companies, unit trusts,
partnership and similar interests, notes, warrants, or other related financial
instruments such as futures and options. Pre-clearance also is required for
transactions in instruments issued by foreign corporations, governments, states,
or municipalities. Specific exceptions to the pre-clearance requirement are
listed below. If you have any doubt as to whether the pre-clearance requirement
applies to a particular transaction, please check with the Compliance Department
before entering into that transaction.
The pre-clearance requirement is satisfied by completing the appropriate
Personal Securities Transaction Pre- Clearance Form (see Exhibit A, referred to
in this Code of Ethics as the "pre-clearance form'). Dresdner RCM will treat the
pre-clearance process as confidential and will not disclose this information
except as required by law or for appropriate business purposes, and employees
must do the same with respect to approvals or denials of any request for pre-
clearance.
Please remember that pre-clearance is not automatically granted for every trade.
For example, if Dresdner RCM is considering the purchase of that security in
client accounts, or if an order to effect transactions in that security for one
or more client accounts is open (or unfiled) on the trading desk, pre-clearance
will be denied until Dresdner RCM is no
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longer considering the purchase or sale of the security, or the order is filled
or withdrawn, and until the applicable blackout period has ended.
In addition, please remember that pre-clearance is only given for the specific
trade date. You may not change the trade date, and you may not materially
increase the size of your order, without obtaining a new pre-clearance. You may,
however, decrease the size of your trade without obtaining a new pre-clearance.
Moreover, you need not place an order for which you have obtained pre-clearance.
If you choose not to place that order, however, you must obtain a new pre-
clearance if you change your mind and wish to enter the order on a later date.
Failure to obtain appropriate pre-clearance for personal security transactions
is a serious breach of Dresdner RCM rules. Employees are responsible for
compliance with the Code of Ethics by persons closely connected to them. If you
fail to obtain pre-clearance, or if your personal transaction in a particular
security is executed within the applicable blackout period, you may be required
to cancel, liquidate, or otherwise unwind that transaction. In such event, you
will be required to bear any loss that occurs, and any resulting profit must be
donated to a charity specified by Dresdner RCM (with suitable evidence of such
donation provided to Dresdner RCM) or forfeited to Dresdner RCM, in Dresdner
RCM's discretion.
In addition, all violations of the pre-clearance requirement will be reported to
Dresdner RCM management (including the Dresdner RCM Compliance Committee) and to
the Board of Directors of each of the Funds, and may subject you to disciplinary
action, up to and including discharge. The disciplinary action taken will depend
on all of the facts and surrounding circumstances.
Required Approval -- Equity and Equity-Related Securities
For proposed transactions in common stocks, preferred stocks, securities
convertible into common or preferred stock, warrants and options on common or
preferred stocks, or on convertible securities employees must receive the prior
approval (by initialing the pre-clearance form) of each of the following
persons:
1. The Head of Equity Trading or such person as he or she may designate during
his or her absence.
2. A designated member of the Equity Portfolio Management Team ("Equity PMT")
or the research analyst who covers that security (or who would cover that
security if it were followed by Dresdner RCM). For this purpose, members of
Equity PMT should not pre-clear any proposed transaction if they believe
that Dresdner RCM may effect a transaction in the subject security within
the next three (3) business days.
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In addition, employees must obtain the approval of a designated member of the
Compliance Department. This approval must be obtained not later than the first
business day following the date of the transaction.
Required Approval Fixed Income Securities
For proposed transactions in corporate debt securities, foreign, state, or
local government securities, municipal debt securities, and other types of
debt securities (or options or futures on these types of securities),
principals and employees must receive the prior approval (by initialing the
pre-clearance form) of a Senior member of the Fixed Income Investment Policy
Committee (the "Fixed Income IPC"). For this purpose, members of Fixed Income
IPC should not pre-clear any proposed transaction if they believe that
Dresdner RCM may effect a transaction in the subject security within the next
three (3) business days.
As with equity securities, employees must also obtain the approval of a
designated member of the Compliance Department. This approval must be obtained
not later than the first business day following the date of the transaction.
Members of the Equity PMT and Fixed Income IPC may sign pre-clearance forms
for, respectively, any equity or fixed income security. Other Portfolio
Managers and Research Analysts may sign for sectors, regions or securities for
which they have actual responsibility. Authorization to sign pre-clearance
forms may change from time to time; if you have any questions as to who may
sign a pre-clearance form in a particular situation, please consult the
Compliance Department. As a general rule, no person may sign a pre-clearance
form for himself or herself, and no person may sign a pre-clearance form in
more than one capacity.
In order to ensure that all personal securities transactions are conducted in
accordance with the Code of Ethics, the Compliance Department will retain
copies of all pre-clearance forms in each employee's personal securities
transactions file.
Trading Date
The pre-clearance form includes the date of proposed trading. All trading
instructions must be initiated by you on that date. If for some reason you
cannot initiate trade instructions on that date, you must complete a new pre-
clearance form and obtain the appropriate authorization. Trades that are
initiated after the close of the New York Stock Exchange (1:00 P.M. in the
Pacific Time zone) typically are not executed on that day; therefore, such
trades are treated as having been initiated on the following business day.
Ordinarily, the date on which you initiate your trade instructions should be
the date on which the trade is actually executed. However, there are several
exceptions to this general rule. The first involves limit, good-till-cancelled
("GTC"), and stop-loss orders. For purposes of the Code of Ethics, the trading
date for a limit, GTC or a stop-loss order is the date on which you give the
order to your broker, not the date on which the order is
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finally executed in accordance with your instructions. Therefore, if your limit,
GTC or stop-loss order is entered with the broker in accordance with the pre-
clearance requirements and consistent with the applicable blackout period, the
subsequent execution of that trade will satisfy the requirements of the Code of
Ethics, even if Dresdner RCM subsequently enters trades for client accounts that
are executed on the same day as your limit, GTC or stop-loss order is executed.
Limit, GTC and stop-loss orders are discussed in greater detail below.
Another exception involves instructions issued by mail. For example, you may
subscribe to a limited partnership by mailing in a check and a subscription
form. Or you may issue instructions to purchase additional shares through a
dividend reinvestment program by mailing a check to the transfer agent In such
cases, the date on which you mail the instruction is treated as the trading date
for purposes of the Code of Ethics, unless you modify or cancel the instructions
prior to the actual trade. And, for purposes of the applicable blackout period,
the date of your trade will be deemed to be the date on which your instructions
were mailed, not the date on which the trade was executed.
In some cases, you may place an order for securities where the proposed trading
date has not yet that been established by the seller or issuer. In such cases,
the pre-clearance form should indicate that the trading date will be the date on
which the seller or issuer finalizes the trade. However, if the trade is part of
a secondary public offering of securities, such trades must not conflict with
Dresdner RCM client trades. Therefore, if Dresdner RCM subsequently places an
order for those securities on behalf of client accounts, you will be required to
cancel or unwind your trade.
Special Situations
From time to time, a variety of special situations can arise with respect to
personal securities transactions. Based on our experience, the Code of Ethics
has been tailored to accommodate the particular circumstances that may arise,
and to create detailed rules that should apply in these special situations.
These special situations fall into two broad categories: special types of
securities, and special types of transactions.
Special Types of Securities
Personal securities transactions in certain types of instruments are not covered
by all of the requirements of the Code of Ethics. A description of these
instruments is set forth below. If you have any doubt as to whether transactions
in a particular type of instrument must be pre-cleared, please check with the
Compliance Department before the transaction.
Exempted Securities. The Code of Ethics does not apply to any of the following
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types of securities or instruments ("Exempted Securities'). As a result, you may
engage in these transactions in any Exempted Security without obtaining pre-
clearance. Except for transactions involving instruments issued by the national
governments of Germany, Japan, and the United Kingdom, transactions in Exempted
Securities need not be reported
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on your quarterly personal securities transaction report. Furthermore, the other
requirements of the Code of Ethics, such as the 60-day holding period
requirement and the so-called `blackout period", do not apply to Exempted
Securities. These securities and instruments include the following:
. Shares of registered open-end funds and money market funds (please
note that shares of closed-end funds must be pre-cleared);
. Treasury bonds, Treasury notes, Treasury bills, U.S. Savings Bonds,
and other instruments issued by the U.S. Government and similar
instruments issued by the national governments of Germany, Japan, and
the United Kingdom;
. High quality short term debt instruments issued by a banking
institution, such as bankers' acceptances and bank certificates of
deposit;
. Commercial paper and other high-quality short-term debt instruments;
and
. Any currency.
Similarly, the Code of Ethics does not apply to trades in derivatives based on
any of these securities, except as discussed below.
Derivative Instruments. The same rules that apply to other securities apply to
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derivative instruments, such as options, futures, and options on futures. If the
instrument underlying a derivative instrument is an instrument to which the
requirements of the Code of Ethics would otherwise apply, you must satisfy the
same pre-clearance procedures as if you were trading in the underlying
instrument itself. Therefore, as an example, you must pre-dear transactions in
options on securities, other than options and futures on Exempted Securities.
(Options and futures on government securities are not subject to the pre-
clearance requirements, but should be reported on your quarterly report of
personal securities transactions.) Transactions in derivative instruments based
on broad-based indexes of securities, such as stock index options or stock index
futures need not be pre-cleared (see below.)
Dresdner RCM employees should remember that trading in derivative instruments
involves special risks. Derivative instruments ordinarily have greater
volatility than the underlying securities. Furthermore, if Dresdner RCM is
trading in the underlying security on behalf of clients, you may be precluded
from closing your position in a derivative instrument for a period of time, and
as a result you may incur a significant loss. Such a loss would be solely your
responsibility, and you should evaluate that risk prior to engaging in a
transaction with respect to any derivative instrument.
In addition, derivative securities ordinarily expire at a stated time. If
Dresdner RCM is trading in the underlying security on behalf of clients around
the time of expiration, you will be unable to sell that derivative instrument at
that time, unless you have given your broker, in advance, a standing instruction
to close out all profitable derivatives positions
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on the expiration date without any further instruction from you. In such an
event, you must either (a) in the case of stock options, exercise the option on
the expiration date (the exercise of an option is not subject to the
requirements of the Code of Ethics), or (b) allow the derivative security to
expire, subject to the usual rules of the exchange on which that instrument is
traded./4/
If you choose to exercise a stock option on expiration, you do not need to
submit a pre-clearance form. Please remember, however, that you may be required
to make a substantial payment in order to exercise an option ` and you must
comply with the usual pre-clearance process in order to sell (or buy) the
underlying security so acquired (or sold). When you submit your pre-clearance
form for the underlying security, please indicate on the form that the
securities in question were acquired through the exercise of an option at
expiration.
Stock Index Futures. The pre-clearance requirements of the Code of Ethics do not
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apply to purchases and sales of stock index options or stock index futures.
However, such transactions must be reported on the Employee's quarterly personal
securities transactions report.
Limited and General Partnership Interests. The requirements of the Code of
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Ethics, including the pre-clearance requirements, apply to the acquisition of
limited and general partnership interests, Once you have obtained pre-clearance
to acquire a general or a limited partnership interest in a particular
partnership, you are not required to pre-clear mandatory capital calls that are
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made to all partners thereafter. However, you are required to pre-clear capital
calls that are not mandatory, and you should report such acquisitions on your
quarterly report of securities transactions and on your annual statement of
securities holdings.
Special Types of Transactions
Special rules apply to certain types of transactions under the Code of Ethics.
In some cases (such as non-volitional trades), you may engage in these
transactions without obtaining pre-clearance. In other cases `(such as private
placements or public offerings), the rules that apply to these transactions are
more stringent than the usual rules. These special types of transactions, and
the rules that apply to them, are as follows:
Private Placements. Acquisition of securities in a private placement is covered
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by Dresdner RCM's Code of Ethics, and is subject to special pre-clearance rules.
Participation in a private placement must be pre-cleared in writing by a member
of the Compliance Committee. No additional pre-clearance by the Trading Desk or-
by the Equity PMT is required. However, participation in a private placement
will be promptly
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/4/ In some cases, derivative instruments that are "in the money" will be
automatically cashed out on expiration without any instruction from the holder
of that security. Any action that is taken without instruction on your part does
not require pre-clearance under the Code of Ethics.
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reported to your Division Head. A special pre-clearance form should be used for
participation in private placements.
Dresdner RCM employees may not invest in private placements if the opportunity
to invest in that private placement could be considered a favor or gift designed
to influence that employee's judgment in the performance of his or her job
duties or as compensation for services rendered to the issuer. In determining
whether to grant prior approval for any investment in a private placement,
Dresdner RCM will consider, among other things, whether it would be possible
(and appropriate) to reserve that investment opportunity for one or more of
Dresdner RCM's clients, as well as whether the opportunity to invest in the
private placement has been offered to the employee as a favor or a gift, or as
compensation for services rendered.
In addition, investment personnel who have been authorized to acquire securities
in a private placement must disclose that investment to their supervisor when
they play a part in any subsequent consideration of an investment in any
security of that issuer, if they still hold it. In such circumstances, any
decision to purchase securities of that issuer should be subject to an
independent review by investment personnel with no personal interest in the
issuer, and with knowledge of the conflict of interest that may be present with
respect to other investment Personnel.
Limit, GTC and Stop Loss Orders. Dresdner RCM employees are permitted to use
-------------------------------
limit, GTC and stop-loss orders for trading purposes. Limit, GTC and stop-loss
orders must follow the usual pre-clearance mechanisms for personal securities
transactions. In the case of a limit, GTC or a stop-loss order, however, the
trading date is the date on which you place the order with your broker, subject
to the price instructions that you have given to your broker, even if the trade
is ultimately executed on a later date. If the limit, GTC or stop-loss order is
not subsequently canceled or modified, but is executed without further
instructions on a subsequent date, you do not need to obtain an additional pre-
clearance. You should, however, report execution of that transaction on the
appropriate quarterly personal securities transaction report. In addition, if
you change the instructions related to any limit, GTC or stop-loss order (for
example, if you change the limit price), you must obtain a new pre-clearance.
Limit, GTC and stop-loss orders create the potential for Dresdner RCM employees
to be trading in the same securities, at the same times, as Dresdner RCM clients
are trading in such securities. Because of this possibility, it is particularly
important to be scrupulous about following the procedures regarding limit, GTC
and stop-loss orders, and to obtain a new pre-clearance whenever you change the
banker's instructions with respect to a limit, GTC or a stop-loss order. If you
follow the appropriate procedures, and if the date on which you place the order
does not fall within the applicable "blackout period" described below, you will
not be deemed to have violated the Code of Ethics or required to break your
trade if your limit order or stop-loss order is executed on the same day as
trades in that security are executed on behalf of Dresdner RCM clients.
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Public Offerings. Public offerings give rise to potential conflicts of interest
----------------
that are greater than those that are present in other types of personal
securities transactions. As a result, the following rules apply to public
offerings:
. Employees are prohibited from purchasing equity and equity-related
securities in initial public offerings of those securities, whether or
not Dresdner RCM client accounts participate in the offering, except
as described below.
. Employees are permitted to Purchase equity and equity-related
securities in secondary offerings if Dresdner RCM client accounts do
not hold the security, and if no Dresdner RCM portfolio manager wishes
to participate in the offering for client accounts.
. Employees are permitted to purchase equity and equity-related
securities in rights offerings if the opportunity to purchase is
extended equally to all holders of the company's common stock.
. Employees are permitted to purchase debt securities, such as municipal
securities, in public offerings, unless Dresdner RCM client accounts
are participating in that offering. Dresdner RCM employees cannot
participate in any public offering for debt securities if Dresdner RCM
client accounts are participating in that offering. This limitation
does not apply to auctions of Treasury securities.
. Employees are permitted to purchase certain types of equity and
equity-related securities (i.e., limited partnership interests, REITS)
in public offerings, if Dresdner RCM ordinarily does not purchase
those types of securities for client accounts and in fact is not
participating in the offering for client accounts. A special pre-
clearance form should be used for purchases of limited partnership
interests. If you have any doubt as to whether you may purchase a
particular security in a public offering, please check with the
Compliance Department in advance.
. Any purchase of any security in a public offering, even if permitted
under these rules, should be pre-cleared in writing by a member of the
Compliance Committee, in addition to the normal pre-clearance
procedures. For this purpose, it is sufficient if a member of the
Compliance Committee signs the pre-clearance form in more than one
capacity.
Non-Volitional Transactions.The pre-clearance requirements of the Code of Ethics
---------------------------
do not apply to you do not exercise investment discretion at the time of the
transaction. For example, if a security that you own is called by the issuer of
that security, you do not need to and you may deliver that security without pre-
clearance. Similarly, if an option that you have written is exercised against
you, you may deliver securities pursuant to that option without pre-clearing
that transaction. (If it is necessary to purchase securities in
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order to deliver them, though, you must pre-clear that purchase transaction.)
Likewise, if the rules of an exchange provide for automatic exercise or
liquidation of an in-the-money derivative instrument upon expiration, the
exercise or liquidation of that position by the exchange does not require pre-
clearance. Please remember, though, that you must report non-volitional trades
on your quarterly personal securities transaction report form.
De Minimis Transactions in Certain Securities. You are not required to pre-clear
---------------------------------------------
de minimis transactions in certain highly liquid securities. Any de minimis
-- -------
transaction that you enter into would not be subject to the otherwise applicable
"blackout period," described below. For this purpose, a de minimis transaction
-- -------
is defined to include the following.
. 1000 or fewer shares of any stock that is included in any of the
following stock indices (each a "De Minimis Index"):
. Top 250 companies of the S&P 500 Stock Index
. The FTSE Global 100
. The Heng Seng Index.
. $100,000 or less of face value of any obligation issued or guaranteed
by the US government or any national government of a foreign country
(including their agencies or instrumentalities).
You must, however, report all such transactions on your quarterly personal
securities transaction report, and it is your responsibility to make certain
that the company in question is included in De Minimis Index prior to entering
into a transaction.
Other Special Transactions. Special rules also apply to tender offers,
--------------------------
participation in and purchases of securities through dividend reinvestment plans
and periodic purchase plans, the receipt of stock dividends, the exercise of
options or other rights. If you wish to participate in these plans or
transactions (or similar plans or transactions), please contact the Compliance
Department.
Gifts. Gifts of securities fall into two broad categories: (i) gifts of
-----
securities made to others; and (ii) gifts of securities received.
Gifts of securities made to others, such as relatives or charities, are treated
as a disposition of beneficial ownership, and must be pre-cleared like any other
securities transaction prior to transfer of the securities. Of course, given the
vagaries of the securities settlement system, it may not be possible to identify
with precision the date on which a gift transfer will actually take place. For
that reason, Dresdner RCM may, in its discretion, waive certain technical
violations of the pre-clearance requirement with respect to gifts of securities,
if (i) the gift transaction was pre-cleared in advance, but transfer of the
securities was delayed beyond the pre-clearance date, and the securities in
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question were not immediately sold by the transferee, or (ii) if the facts and
circumstances warrant.
Gifts of securities received depend on the nature of the gift. In the ordinary
case, if you receive securities as a gift, receipt of that gift is non-
volitional on your part, and you cannot control the timing of the gift.
Therefore, as a practical matter, you are not required to pre-clear receipts of
securities in such cases. Please remember, though, that you cannot use the gift
rules to circumvent the pre-clearance requirements. Therefore, if a gift of
securities that you receive is not truly non-volitional, you must pre-clear that
gift like any other securities acquisition.
Proprietary Accounts. Certain accounts are deemed by the SEC to be a proprietary
--------------------
accounts. These accounts include 1100 Investments, the Dresdner RCM Global
Investors Profit Sharing Plan, and the Caywood-Scholl Capital Management Profit
Sharing Account. These accounts may not trade in a particular security on the
same day as Dresdner RCM enters orders for client trades in such a security.
Special pre-clearance procedures apply to these accounts. In addition, because
these accounts are maintained on the records of Dresdner RCM, reports of the
activity of these accounts need not be filed on a quarterly or annual basis. For
additional information about these accounts, please contact the Compliance
Department.
Transactions Involving Closed-End Funds Managed by Dreisdner RCM. Special rules
----------------------------------------------------------------
apply to the purchase and sale of shares of common stock of RCM Strategic Global
Government Fund, Dresdner RCM Global Strategic Income Fund and other closed-end
investment companies managed by Dresdner RCM. Please consult the Compliance
Department prior to executing any transaction involving shares of any of these
Funds.
Third Party Accounts
Situations sometimes arise in which you nominally have beneficial ownership over
a particular account, but where in reality you do not exercise direct or
indirect influence or control over that account, and where you provide no
investment advice with respect to the investment decisions made with respect to
that account. These accounts are referred to in the Code of Ethics as "Third
Party Accounts". A Dresdner RCM employee, with the prior approval of the
Compliance Department, may be exempted from pre-clearance with respect to
transactions in a Third Party Account if certain conditions are met.
If you have a Third Party Account, and if you feel that compliance with the pre-
clearance and/or quarterly reporting obligations would be burdensome and
unnecessary, please see the Compliance Department. Determinations as to whether
to grant a waiver from the Code of Ethics will be made on a case-by-case basis.
Depending on all of the facts and circumstances, additional requirements may be
imposed, as deemed necessary or appropriate. Notwithstanding this limited
exception, Dresdner RCM reserves the right at any time, in the discretion of the
General Counsel, to require reports of securities transactions in any Third
Party Account for any time period and otherwise to modify or revoke a Third
Party Account exception that has been granted.
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Blackout Periods
Potential conflicts of interest are of particular concern when an employee buys
or sells a particular security at or near the same time as Dresdner RCM buys or
sells that security for client accounts. The potential appearance of impropriety
in such cases is particularly severe if that employee acts as the portfolio
manager for the client accounts in question.
In order to reduce the potential for conflicts of interest and the potential
appearance of impropriety that can arise in such situations, the Code of Ethics
prohibits employees from trading during a certain period before and after
Dresdner RCM enters trades on behalf of Dresdner RCM clients. The period during
which personal securities transactions is prohibited is commonly referred to as
a "blackout period." The applicable blackout period will vary, depending on
whether or not you are a portfolio manager.
If you are not a portfolio manager. If you are not a portfolio manager, the
----------------------------------
blackout period is the same day on which a trade is conducted, or on which an
order is pending, for a Dresdner RCM client. Therefore, as an example, if
Dresdner RCM is purchasing a particular security on behalf of its clients on
Monday, Tuesday, and Wednesday, you may not trade in that security until
Thursday.
If you are a portfolio manager If you are a portfolio manager, the blackout
------------------------------
period will depend on whether you manage Fund portfolios or separately managed
client portfolios.
. For Fund portfolios, the blackout period is seven calendar days before
and seven calendar days after any trade by a Fund for whose portfolio
you serve as an investment manager. Therefore, as an example, if the
Dresdner RCM Mid Cap Fund purchases a particular security on Day 8,
all Dresdner RCM Mid Cap Fund portfolio managers would be precluded
from purchasing or selling that security for their own accounts from
Day 1 through Day 15.
. For separately managed client portfolios, the blackout period is one
business day before and one business day after any trade by any such
client portfolio for which your serve as a portfolio manager.
Therefore, as an example, if a client account trades in a particular
security on Day 2, a portfolio manager for that client account may not
trade in that security on Day 1, Day 2, or Day 3.
For information concerning the application of these rules to the Dresdner RCM
Profit Sharing Plan, Dresdner RCM Deferred Compensation Plan, and other
proprietary accounts, please contact the Compliance Department.
Dresdner RCM recognizes that the application of the blackout period during the
period prior to a mutual fund's or a client's transactions poses certain
procedural difficulties and may result in inadvertent violations of the Code of
Ethics from time to time. Nevertheless, virtually every industry group that has
examined the issues surrounding personal securities trading has recommended the
imposition of a blackout period. As a result, employees should consider
carefully the potential consequences of the applicable
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blackout period before engaging in personal securities transactions in
securities which Dresdner RCM holds, or might consider holding, in client
accounts.
If a previously entered employee trade falls within the applicable blackout
period, the employee must reverse that trade. If the trade can be reversed prior
to settlement, the employee should do so, with the cost of reversal being borne
by the employee. If the trade cannot be reversed prior to settlement, then the
employee must engage in an offsetting transaction immediately; in such event,
you will be required to bear any loss that occurs, and any resulting profit must
be donated to a charity designed by Dresdner RCM (with suitable evidence of such
donation provided to Dresdner RCM) or forfeited to Dresdner RCM, in Dresdner
RCM's discretion.
The blackout period does not apply to securities or transactions that are
exempted from the requirements of the Code of Ethics. Thus, for example, the
blackout period does not apply to transactions in U.S. government securities, or
to non-volitional transactions.
If you have any questions or doubts about the application of the blackout period
to a particular situation, please consult the Compliance Department before you
enter a trade.
Ban On Short-Term Trading Profits
Short-term trading involves higher risks of front-running and abuse of
confidential information. As a result, each employee's personal securities
transactions should be for investment purposes, and not for the purpose of
generating short-term trading profits. As a result, Dresdner RCM employees are
prohibited from profiting from the purchase and sale (or in the case of short
sales or similar transactions, the sale and purchase) of the same (or
equivalent) securities within 60 calendar days. Therefore, as an example, if you
purchase a particular security on day 1 (after pre-clearing the transaction),
you may sell that security on day 61 (again, after obtaining pre-clearance) and
retain the profit. If you sell the security on day 60, however, you will be
required to forfeit any profit from that purchase and sale. This prohibition
does not apply to securities and transactions, such as government securities and
shares of money market funds and open-end investment companies that are
otherwise exempt from the pre-clearance requirements of the Code of Ethics,
including:
. Exempted Securities
. De minimis transactions involving obligations of the US government or
the national government of any foreign country (including their
agencies or instrumentalities)
. De minimis transactions involving a De Minimis Index at the time of
the transaction
. Securities that were not held by Dresdner RCM during the 12 months
preceding the proposed transaction
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. Transactions by the Dresdner Directors
If a violation of this prohibition results from a transaction that can be
reversed prior to settlement, that transaction should be reversed. The employee
is responsible for any cost of reversing the transaction. If reversal is
impractical or not feasible, then any profit realized on that transaction must
be donated to the United Way (with suitable evidence of such donation provided
to Dresdner RCM) or forfeited to Dresdner RCM, in Dresdner RCM's discretion.
In certain instances, you may wish to sell a security within the 60-day holding
period and to forfeit any gain that you may have received with respect to that
transaction. If that intention is disclosed to the firm, and if you do in fact
forfeit any profit that you may have received, a sale within the 60-day period
will not be considered a violation of the Code of Ethics. In addition, you may
sell securities at a loss within the 60-day period without violating the Code of
Ethics.
Please remember that you can match transactions outside the 60-day holding
period in order to avoid a violation of this provision. For example, if you
purchase 100 shares of a security on day 1, and 100 more shares on day 200, you
can sell up to 100 shares of the total 200 shares that you hold on day 250
(because you are matching the sale on day 250 against the purchase on day 1). If
you sell 200 shares on day 250, though, any profit realized on the second 100
shares would be required to be disgorged.
This prohibition may, in many instances, limit the utility of options and
futures trading, short sales of securities, and other types of legitimate
investment activity. In order to ameliorate the effect of this prohibition,
Dresdner RCM will allow employees to stack" holding periods in appropriate
circumstances. For example, if you hold an option for 30 days, then exercise the
option, and continue to hold the underlying security for 30 days, you will be
permitted to "tack" (i.e., add together) the holding period of the option to the
holding period of the security held through exercise of the option. Similarly,
if you "roll" an option or a future that is due to expire shortly into the same
option or future with a longer maturity by selling the expiring instrument and
simultaneously buying the longer maturity instrument, you will be permitted to
"tack" the holding period of the expiring option or future to the holding period
of the longer maturity instrument.
Tacking rules are complex. To avoid situations that may require you to disgorge
profits, we recommend consulting the Compliance Department in any instance in
which you would seek to "tack" holding periods.
In addition, short-term trading profits may be realized unintentionally, if, for
example, the issuer of a particular security calls that security or becomes the
subject of a takeover bid. Dividend reinvestment of shares also may
inadvertently create short-term trading profits. Exceptions to the prohibition
on short-term trading profits will be permitted in cases involving non-
volitional trades, but only if no abuse or circumvention of the policy is
involved. For example, if you purchase a security that you are aware is the
subject of a
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<PAGE>
takeover, you may not be permitted to keep any short-term profit resulting from
a subsequent involuntary sale of that security.
Other exceptions from the prohibition against short-term trading profits may be
permitted in the discretion of the Compliance Committee when no abuse is
involved and when the equities strongly support an exemption (for example, in
the case of an unanticipated urgent need to liquidate securities to obtain cash,
or where clients do not hold the securities in question).
Fiduciary Responsibility To Clients
As noted above, Dresdner RCM and its employees have a fiduciary responsibility
to Dresdner RCM's clients. We are required to avoid conduct that might be
detrimental to their best interests, and we cannot place our own personal
interests ahead of those of our clients'.
In order to fulfill this duty to our clients, Dresdner RCM, as a matter of
policy, requires its employees to offer all investment opportunities to Dresdner
RCM's clients first, before taking advantage of such opportunities themselves.
Therefore, before trading in any security that is not covered by a Dresdner RCM
analyst, or engaging in a transaction of limited availability, you should ensure
that the research analyst who would follow the security/5/ (for equity
securities) or any senior member of the Fixed Income IPC (for fixed income
securities) is aware that you have identified a security or transaction of
limited availability that you believe would be a good investment, and explain
the basis for your interest in that security. If, after receiving that
information, the analyst or Fixed Income IPC member does not wish to recommend
that security for investment by Dresdner RCM clients, you are free to trade,
after securing the other necessary pre-approvals. If the analyst or Fixed Income
IPC member expresses an interest in that security or transaction, however, you
must refrain from trading in that security or engaging in that transaction until
a decision has been made as to whether to purchase that security for Dresdner
RCM clients. In some cases, you may be required to refrain from trading for
several days, until a decision is made.
In addition, if your job responsibilities involve the portfolio management
process, special rules apply after you purchase a security. When a portfolio
manager or an analyst personally holds a security that is the subject of a
purchase of sale recommendation, or of a portfolio decision by that manager or
analyst (or a security that may be effected by such a recommendation or
decision) there is a potential conflict of interest. For example, you may own a
thinly traded security that is under consideration for purchase for client
accounts. Or you may own options on that security. Or you may own stock of a
__________________________
/5/ In the event that the research analyst that would follow the security is
not available, you should discuss the proposed investment with the Head of
Research, or in his or her absence another senior member of the Equity Portfolio
Management Team (`Equity PMT). Research analysts seeking to purchase any
security that they cover or would cover on behalf of Dresdner RCM, but that they
have not recommended for purchase in client accounts, should seek the approval
of the Head of the Research Division or the Head of Equity prior to purchasing
that security for their own account.
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competitor of that company. If you are an analyst or a portfolio manager, in any
of these cases, and in a wide variety of other situations, your personal
securities holdings may cause your personal interests to conflict, or to appear
to conflict, with the interests of Dresdner RCM clients.
These conflicts of interest, or potential conflicts of interest, can be
addressed in two ways. First, once reports of - securities holdings have, been
received from all Dresdner RCM employees, the Compliance Department will
distribute to all portfolio managers, on a periodic basis, a list of all
securities that are held by persons involved in the portfolio management process
(listed by issuer). This will alert portfolio managers to some potential
conflicts of interest on the part of other Dresdner RCM employees.
Second, if one of your personal securities holdings could create a conflict of
interest, or even a potential conflict of interest, with the interests of any
Dresdner RCM client, you must disclose that conflict or potential conflict to
the appropriate analyst(s) and/or portfolio manager(s) before participating in
any decision that could affect the security you hold. For example, if you are an
analyst, and if you are recommending that Dresdner RCM purchase for client
accounts securities of any company whose securities you hold personally, you
must disclose the fact that you own the securities to the portfolio manager who
will make that purchase decision. That disclosure must occur before, or
simultaneously with, your recommendation. Similarly, if you are a portfolio
manager, and if want to purchase for client accounts securities of any company
whose securities you hold personally, you must disclose the fact that you own
the securities to someone else involved in the purchase decision, or to your
supervisor before initiating the purchase. If your recommendation is made via e-
mail or voice mail, your disclosure should a accompany the mail or voice mail.
If your recommendation is in writing, your disclosure should be part of the
written report. If your recommendation is made at a meeting, your disclosure
should be made at or before e meeting (and, if possible, recorded in any minutes
of the meeting).
We recognize that this policy may make it more difficult for Dresdner RCM
employees to engage in certain personal securities transactions. Nevertheless,
we believe that these rules will enhance the ability of Dresdner RCM to fulfill
its fiduciary responsibilities to our clients.
Technical Compliance Is Not Sufficient
As has been stated Previously in this Code, Dresdner RCM and its employees are
fiduciaries subject to the highest standards of care and must always act in our
clients' best interests. IT IS NOT APPROPRIATE TO RELY ON MERE TECHNICAL
COMPLIANCE WITH THE RULES SET OUT IN THIS CODE. Moreover, the SEC and other
regulators closely scrutinize personal securities transactions by investment
Professionals to ensure that they conform to fiduciary principles. As a result
You should always remember that we all have an obligation to put our client's
interests ahead of our own in all circumstances.
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Reporting Personal Securities Transactions
The Code of Ethics requires four types of reports concerning personal securities
transactions. The four types of reports are as follows:
. Pre-clearance forms;
. Duplicate brokerage confirmations and brokerage statements;
. Quarterly reports of transactions; and
. Initial and Annual Personal Holdings Reports.
Each of these reports is described in greater detail below.
All personal securities transaction reports are retained by Dresdner RCM in a
personal securities transactions file for each employee. If you would like to
review your personal securities transactions file, please contact the Compliance
Department.
Each employee's personal securities transactions file will be kept strictly
confidential (although they may be disclosed to or reviewed with Dresdner RCM's
Compliance Committee or Senior Management). Accordingly, access to an employees
personal securities transactions file will be limited to members of the
Compliance Department, the Compliance Committee, appropriate Dresdner RCM
management personnel, and Dresdner RCM's outside counsel. In addition, please
remember that Dresdner RCM reserves the right, from time to time, to produce
personal securities transactions records for examination by the Securities and
Exchange Commission, the Federal Reserve Board, or other regulatory agencies,
and may be required to provide them to other persons who are empowered by law to
gain access to such materials.
Pre-Clearance Forms
Copies of all pre-clearance forms are retained in each employee's personal
securities transactions file, after they have been completed and reviewed.
Copies are also returned to the employee for his or her records.
Duplicate Brokerage Confirmations
Dresdner RCM verifies compliance with the pre-clearance process by reviewing
duplicate brokerage confirmations. Each employee must instruct each broker-
dealer with whom he or she maintains an account, and with respect to all other
accounts as to which the employee is deemed to have beneficial ownership, to
send directly to the Compliance Department a duplicate copy of all transaction
confirmations generated by that broker-dealer for that account. Dresdner RCM
treats these transaction confirmations as confidential. In order to ensure that
duplicate brokerage confirmations are received for all employee trading
accounts, all employees are required to complete a Trading Account
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Form (see Exhibit C) and to submit an updated Trading Account Form within 10
days of an accounts being added or deleted. You and persons closely connected to
'you must disclose promptly every trading account that you maintain, and every
new trading account that you open, to the Compliance Department In addition,
each employee is asked to certify annually that the list of trading accounts
that have been reported to Dresdner RCM previously remains complete and
accurate.
Quarterly Reports of Transactions
The reporting and recordkeeping requirements of the Securities and Exchange.
Commission applicable to Dresdner RCM as a registered investment adviser, and to
the Funds as registered investment companies, mandate that each officer,
director, and employee of Dresdner RCM (including the Dresdner Directors) must
file a Quarterly Securities Transaction Report (see Exhibit D) with the
Compliance Department, within 10 days after the end of each quarter, whether or
not the employee entered into any personal securities transactions during that
quarter. The quarterly reporting process also enables Dresdner RCM to double-
check that all personal securities transactions have been appropriately pre-
cleared and reported to Dresdner RCM.
Initial and Annual Personal Holdings Reports
The pre-clearance and reporting process with respect to personal securities
transactions is designed to minimize the potential for conflicts of interest
between an employee's personal investing and investments made by Dresdner RCM on
behalf of its clients. However, potential conflicts of interest can arise when a
Dresdner RCM employee owns a security that the firm holds, or is considering
buying, on behalf of any Dresdner RCM client, even if the employee does not
engage at that time in a personal securities transaction. As a result, the SEC
has stated flatly that an investment adviser must require its employees to
disclose all of their personal holdings upon their becoming employees and at
least annually thereafter.
Initial disclosure of holdings information must be made within 10 calendar days
of your being employed by Dresdner RCM. Annual Personal Holdings Reports must be
submitted to the Compliance Department by January 30 of each year and provide
information as of a date not earlier than December 31 of the preceding year.
Please note that this list must include holdings in Third Party Accounts, and
must state the approximate value of the position. In general, the report need
not include holdings of securities that are exempted from the requirements of
the Code of Ethics, such as U.S. government securities or shares of open-end
mutual funds. However, transactions involving sovereign debt issued by Germany,
Japan or the United Kingdom must be reported. Please be aware that reports of
personal holdings may be reviewed by the Compliance Committee and may be
disclosed, when deemed necessary or appropriate, to members of the appropriate
Portfolio Management Team, to appropriate members of Dresdner RCM management,
and/or to Dresdner RCM's legal representatives.
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In addition to these holdings reports, certain series of the Funds have'. an
investment restriction pertaining to purchases of securities that are held in
sufficient quantity by Dresdner RCM employees. Therefore, on a quarterly basis,
all Dresdner RCM employees must file a separate report of their holdings of all
securities that are held by any of the Funds.
The Dresdner Directors are not involved in the day-to-day operations of Dresdner
RCM or any of the Funds. Moreover, in the normal course of business, the
Dresdner Directors do not have knowledge of securities that are being purchased,
sold or held by Dresdner RCM for client accounts. As a result, the Dresdner
Directors are not required to file reports of personal holdings.
What Beneficial Ownership Means
The Code of Ethics provisions concerning reporting and prior approval cover all
transactions in securities in which you (or persons closely connected to you)
have a direct or indirect beneficial ownership. The term "beneficial interest"
is defined in the federal securities laws and includes more than an ordinary
ownership interest. Because beneficial interest can be interpreted very broadly,
if you have any question concerning whether you have a beneficial interest in a
security you should contact the Compliance Department. However, in general, you
may be deemed to have beneficial ownership under any of the following
circumstances:
1. You have the power to sell or transfer the security or you have the power
to direct the sale or transfer,
2. You have the power to vote the security or the power to direct the vote;
3. You have an economic interest in the security; or
4. You have the right to acquire, within 60 days, the power to sell, the power
to vote, or an economic interest in the security.
OTHER CONFLICTS OF INTEREST
As noted earlier, conflicts of interest can also arise in situations not
involving personal securities transactions. Some of the situations that have
been encountered in the past are set forth below:
Providing Investment Advice To Others
In order to avoid conflicts with the interests of our clients, you may not
provide investment advice to anyone or manage any person's portfolio on a
discretionary basis, except for Dresdner RCM clients or members of your
immediate family (as noted elsewhere, transactions by members of your immediate
family are covered by the Code of Ethics). Thus, you should not give advice to
anyone, other than members of your immediate family, concerning the purchase or
sale of any security, and you should be
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especially cautious with respect to securities that are being purchased and sold
(or are under consideration for purchase and sale) for Dresdner RCM client
accounts. In particular, you may not provide investment advice or portfolio
management services for compensation to any person, other than a Dresdner RCM
client,. under any circumstances, unless that arrangement is disclosed to and
approved by Dresdner RCM.
Disclosure Of Personal Interest In Transactions
It may be a conflict of interest to recommend any security for client accounts,
or to direct any transaction in that security, if you have a personal interest
in that security, without first disclosing that personal interest. Therefore, if
you have a personal interest in a security, you must disclose that interest to a
senior member of the Equity PMT or Fixed Income IPC before recommending that
security or before directing an investment decision with respect to that
security. If you have the power to direct any transaction in any such security,
such an investment decision must be reviewed by investment personnel with no
personal interest in the issuer. (This policy does not apply to beneficial
interests held through any entity for which Dresdner RCM Global Investors LLC
acts as investment manager (e.g., 1100 Investments or a Profit Sharing Plan).
Investment personnel who will have input into or control over any investment
decision on behalf of any Dresdner RCM client are required, if they have a
beneficial interest in that security, to disclose their beneficial interest
before an investment decision is made.
Favoritism And Gifts
You may not seek or accept gifts, favors, preferential treatment, or valuable
consideration of any kind offered from certain persons because of your
association with Dresdner RCM. This prohibition applies to anyone who does
business or is soliciting business with any Dresdner RCM entity, as well as to
any organization (such as a broker-dealer or other financial intermediary)
engaged in the securities business. The details of this policy are explained
more fully in Dresdner RCM's Gift Policy, which is available in Human Resources
and is redistributed each year prior to the holiday season.
Disclosure Of Interests Of Members Of Immediate Family
The potential for a conflict of interest also can arise if a member of your
immediate family is employed in the securities industry, or has an economic
interest in any organization with which Dresdner RCM does business. If a member
of your immediate family has such an employment relationship or such an economic
interest, please notify the Compliance Department promptly.
Disclosure Of Information Concerning Securities Recommendations And Transactions
Except as may be appropriate in connection with your job responsibilities, you
may not release information to any person not affiliated with Dresdner RCM
(except to those concerned with the transaction or entitled to the information
on behalf of the client) as to
22
<PAGE>
the securities holdings of any client, any transactions executed on behalf of
any client, or Dresdner RCM's aggregate holdings in, or trading decisions or
considerations regarding, any security. In particular, you must take special
precautions not to disclose information concerning recommendations,
transactions, or programs to buy or sell particular securities that are not yet
completed or are under consideration, except (1) as necessary or appropriate in
connection with your job responsibilities, (2) when the disclosure results from
the publication of a prospectus, proxy statement, or other documents, as may be
required under the federal securities laws, (3) in conjunction with a regular
report to shareholders or to any governmental authority resulting in such
information becoming public knowledge, (4) in conjunction with any report to
which persons are entitled by reason of provisions of an investment management
agreement or other similar document governing the operation of Dresdner RCM, (5)
as may otherwise be required by law, or (6) after the information is otherwise
publicly available.
Prohibition On Serving As Director
Dresdner RCM employees are prohibited from serving on the board of directors of
any organization without prior approval of Dresdner RCM's Compliance Committee.
Such approval will be given only where Dresdner RCM believes that such board
service will be consistent with the interests of Dresdner RCM's clients. If
board service is authorized, appropriate procedures will be implemented to
ensure that confidential information is not obtained or used by either the
employee or Dresdner RCM.
Insider Trading
All employees are required to comply with Dresdner RCM's Insider Trading Policy.
The Insider Trading Policy prohibits trading, either personally or on behalf of
others, on material nonpublic information, or communicating such information to
others who trade in violation of law (known as "insider trading" and "tipping").
Although the pre-clearance, reporting, and trade restriction requirements of the
Code of Ethics apply only to trading by employees and their members of their
immediate families, the insider trading and tipping restrictions reach beyond
employees' immediate families to prohibit Dresdner RCM employees from illegally
profiting (or avoiding losses), or from funneling illegal profits (or losses
avoided), to any other persons. They also prohibit Dresdner RCM from insider
trading or tipping in client accounts or the Funds. For more information, please
consult the Insider Trading Policy or the Compliance Department.
POTENTIAL CONSEQUENCES OF VIOLATIONS;
RESPONSIBILITIES OF SUPERVISORS
Dresdner RCM regards violations of the Code of Ethics as a serious breach of
firm rules. Therefore, any employee who violates any element of the Code of
Ethics may be subject to appropriate disciplinary action, up to and including
dismissal.
23
<PAGE>
Moreover, all employees should be aware that failure to comply with certain
elements of Dresdner RCM's Code of Ethics may constitute a violation of federal
and/or state law, and may subject that employee and the firm to a wide range of
criminal and/or civil liability. Violations or potential violations of the Code
of Ethics may be reported to federal or state authorities, such as the SEC.
In addition, the federal securities laws require Dresdner RCM and individual
supervisors reasonably to supervise employees with a view toward preventing
violations of law and of Dresdner RCM's Code of Ethics. As a result, all
employees who have supervisory responsibility should endeavor to ensure that the
employees they supervise, including temporary employees and contractors, are
familiar with and remain in compliance with the requirements of the Code of
Ethics.
QUESTIONS CONCERNING THE CODE OF ETHICS
Given the seriousness of the potential consequences of violations of the Code of
Ethics, all employees are urged to seek guidance with respect to issues that may
arise. Resolving whether a particular situation may create a potential conflict
of interest, or the appearance of such a conflict, may not always be easy, and
situations inevitably will arise from time to time that will require
interpretation of the Code of Ethics to particular circumstances. Please do not
attempt to resolve such questions yourself. In the event that a question arises
as to whether a proposed transaction is consistent with the Code of Ethics,
please address that question to the Compliance Department before the transaction
is initiated.
Although the Code of Ethics addresses many possible situations, other special
situations inevitably will arise from time to time. If a particular transaction
or situation does not give rise to a real or potential conflict of interest, or
if appropriate safeguards can be established, the Compliance Department or the
Compliance Committee may grant exceptions to provisions of the Code of Ethics.
There can be no guarantee, however, that an exception will be granted in any
particular case, and no exception will be granted unless it is requested before
you enter into a transaction.
FORMS TO BE EXECUTED
After you have read through all of the material included, please sign and return
the acknowledgment to the Compliance Department (see Exhibit G). The Compliance
Department has copies of the Personal Holdings Report available for your use.
Authorization and reporting forms pertaining to securities transactions will be
retained and will become a permanent part of your individual personal securities
transactions file.
24
<PAGE>
EXHIBIT A-1
PERSONAL SECURITIES TRANSACTION PRE-CLEARANCE FORM
Employee Name_________________ Proposed Trade Date: __________
Note: Trading is authorized only for this date.
I hereby certify as follows:
1. I am familiar with Dresdner RCM's Code of Ethics, and this transaction
complies in all material respects with that policy. I understand that
failure to comply with the Code of Ethics may result in severe civil and
criminal penalties under federal securities laws, as well as disciplinary
action.
2. I am not aware of any material, non-public information concerning this
issuer or the market for its securities.
3. To the best of my knowledge, except as otherwise disclosed to the Director
of Compliance, Dresdner RCM has no plans to purchase or sell securities of
this issuer within three business days of the proposed trade date.
Signature____________________ Date: ____________________
================================================================================
Security, Name or Description: _____________________________________________
Is this Security currently followed by a Dresdner RCM analyst? ____YES ____NO
Is this transaction of limited availability? ____YES ____NO
Ticker Symbol: ____________ Number of Shares or Principal Amount: ___________
Market ________ GTC/ Limit ______ Stop Loss _______
Buy or Sell: _________________________________ Price: __________________
================================================================================
AUTHORIZATION
EQUITY TRADING DEPARTMENT APPROVAL (All corporate securities, including
derivatives of corporate securities). There are no orders pending for purchase
or sale of the security for client accounts at this time.
Initials_________ Date ________________
ANALYST OR PMT APPROVAL (All securities).
1. I do not expect that this security will be recommended shortly for purchase
or sale for client accounts.
2. In the event the above security is not currently followed by Dresdner RCM,
or is a transaction of limited availability, I believe the purchase of this
security for Dresdner RCM accounts is inappropriate.
Initials_________ Date ________________
COMPLIANCE DEPARTMENT APPROVAL (All securities)*
Initials_________ Date ________________
A-1
<PAGE>
EXHIBIT A-2
PERSONAL SECURITIES TRANSACTION PRE- CLEARANCE FORM
(Partnerships and LLCs)
Employee Name ______________________________________________
I hereby certify as follows:
1. I am familiar with Dresdner RCM's Code of Ethics, and this transaction
complies in all material respects with that policy. I understand that
failure to comply with the Code of Ethics may result in severe civil and
criminal penalties under federal securities laws, as well as disciplinary
action.
2. I am not aware of any material, non-public information concerning this
issuer or the market for its securities.
Signature____________________________ Date ____________________
================================================================================
Proposed Trade Date: ______________________________________
Transaction Type: Limited Partnership ___________ General Partnership ______
Limited Liability Company _______ Other _____
Security Name or Description: ________________________________________________
Name of Shares or Principal Amount: __________________________________________
Buy or Sell: _______________________________
================================================================================
AUTHORIZATION
All Securities:
Compliance Committee Member Initials __________ Date ____________
Compliance Department Approval* Initials __________ Date ____________
A-2
<PAGE>
EXHIBIT A-3
PERSONAL SECURITIES TRANSACTION PRE- CLEARANCE FORM
(Secondary Public Offerings and Private Placements)
Employee Name ____________________________________________
I hereby certify as follows:
1. I am familiar with Dresdner RCM's Code of Ethics, and this transaction
complies in all material respects with that policy. i understand that
failure to comply with the Code of Ethics may result in severe civil and
criminal penalties under federal securities laws, as well as disciplinary
action.
2. I am not aware of any material, non-public information concerning this
issuer or the market for its securities.
3. To the best of my knowledge, except as otherwise disclosed to the Director
of Compliance, Dresdner RCM has no plans to purchase or sell securities of
this issuer within three business days of the proposed trade date, and no
Dresdner RCM Account holds such security.
Signature____________________________ Date ____________________
================================================================================
Proposed Trade Date: _____________________ Note: Trading is authorized only
for the proposed date
Security Name or Description: _______________________________________
Number of Shares or Principal Amount:________________________________
Security Offering: ______________ Private Placement: _______
Market or Limit Order: ______________ Buy or Sell: ___________________
================================================================================
AUTHORIZATION
All Securities:
Compliance Committee Member Initials ____________ Date ____________
Purchase of this security is not appropriate for Dresdner RCM accounts
because: ____________________
_______________________________________________________________________.
Compliance Department Approval* Initials ____________ Date ____________
A-3
<PAGE>
EXHIBIT B
THIRD PARTY ACCOUNT ANNUAL CERTIFICATION
I hereby certify as follows:
1. Employees of Dresdner RCM Global Investors LLC, Caywood-Scholl Capital
Management, Inc., Kleinwort Benson Investment Management Americas, Inc.,
and Dresdner RCM Trust Company (collectively, "Dresdner RCM"), have a
fiduciary responsibility to the clients of their employer. In order to
satisfy that fiduciary responsibility and to comply with the requirements
of the federal securities laws, I understand that I must adhere to certain
procedures with respect to personal securities transactions in which I have
a direct or indirect beneficial interest, whether or not such procedures
may be burdensome or costly.
2. I have read and understand the Dresdner RCM Code of Ethics and hereby
certify that I have complied with all provisions of the Code of Ethics
since the date on which I first became employed by Dresdner RCM, except as
otherwise disclosed to the Compliance Department of Dresdner RCM.
3. I have asked for a waiver from the pre-trading securities transaction
authorization, procedures with respect to the trades for the Third Party
Account (as defined in the Dresdner RCM Code of Ethics) of ______________
___________________.
4. I hereby certify that I exercise no direct or indirect influence or control
over the investment decisions for the Third Party Account.
5. I certify that I have not, and will not, (I) engage in discussions
concerning any action that Dresdner RCM may or may not take with respect to
any security with any person outside of Dresdner RCM, including any member
of my immediate family or any person(s) who has (have) direct or indirect
influence or control over the investment decisions for the Third Party
Account ("Control Persons), while I am employed at Dresdner RCM, or (ii)
provide investment advice to the Control Persons.
EMPLOYEE:
___________________________________ ____________________________________
Date (Name, Please Print)
____________________________________
Signature
B-1
<PAGE>
EXHIBIT C
LIST OF TRADING ACCOUNTS IN WHICH YOU HAVE DIRECT OR INDIRECT BENEFICIAL
OWNERSHIP*
<TABLE>
<CAPTION>
=================================================================================================================================
Institution's Name Institution's Address Account Number Name of Account Holder Date Account
Established Relationship
<S> <C> <C> <C> <C> <C>
=================================================================================================================================
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
=================================================================================================================================
</TABLE>
Name of Employee______________________________________
(Print)
I certify that I have disclosed to Dresdner RCM Global Investors LLC, Caywood-
Scholl Capital Management, Inc. or Kleinwort Benson Investment Management
Americas, Inc. and Dresdner RCM Global Strategic Income Fund, Inc. all trading
accounts in which I have a direct or indirect beneficial interest.
Signature ________________________________
Date: _______________________
* Please list all accounts in which you have direct or indirect beneficial
ownership (Beneficial ownership is explained in the Code of Ethics).
C-1
<PAGE>
EXHIBIT D
QUARTERLY TRANSACTION REPORT
1ST Q 2ND Q 3RD Q 4TH Q
200_
I had no security transactions
for the above circled quarter: ____________________ Date:________
Signature
The following is a complete
list of all security transactions
that are required to be
reported under Dresdner
RCM's Code of Ethics for the ____________________ Date:________
above circled quarter: Signature
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
# OF SHARES
-------------------
Security (and interest BANK OF
rate and maturity, if BROKER-
DATE BUY SELL PRICE applicable) DEALER COMMENTS
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
</TABLE>
D-1
<PAGE>
EXHIBIT E
PERSONAL HOLDINGS REPORT
I hereby certify that the following is a complete and accurate
representation of my securities holdings as of _____________________:
Print Name: ____________________________
Signed: _______________________________________ Date: _______________
1. EQUITY AND EQUITY-RELATED INVESTMENTS
<TABLE>
<CAPTION>
==========================================================================================================
Issuer Nature of Investment No. of Shares Principal Amount
==============================----------------------------------------------------------------------------
<S> <C> <C> <C>
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
==========================================================================================================
</TABLE>
E-1
<PAGE>
2. FIXED INCOME INVESTMENTS (Debt Instrument)
<TABLE>
<CAPTION>
=================================================================================================================
Market Value of Securities (Check One)
=================================================================
Less $1,000 $ 5,000 More than No Value
Issuer/Title Nature of Investment than - - $25,000 Reported
$1,000 $5,000 $25,000
=================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
=================================================================================================================
</TABLE>
3. OTHER INVESTMENTS (Limited Partnerships, etc.)
<TABLE>
<CAPTION>
=================================================================================================================
Market Value of Securities (Check One)
=================================================================
Less $1,000 $ 5,000 More than No Value
Issuer/Title Nature of Investment than - - $25,000 Reported
$1,000 $5,000 $25,000
=================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
=================================================================================================================
(To be signed and returned to the Compliance Department)
</TABLE>
E-2
<PAGE>
EXHIBIT F
DRESDNER RCM CODE OF ETHICS
ANNUAL CERTIFICATION
1. I have received a copy of the Code of Ethics of Dresdner RCM Global
Investors LLC, Caywood-Scholl Capital Management Inc., Kleinwort Benson
Investment Management Americas, Inc. and Dresdner RCM Trust Company
(referred to collectively and individually as "Dresdner RCM"), and the
investment companies managed by Dresdner RCM. I have read it and I
understand it.
2. I understand that, as a condition of employment, I am required to comply
with the Code of Ethics. I agree to comply with all of the provisions of
the Code of Ethics and to follow the procedures outlined in the Code of
Ethics, including, but not limited to, the personal security transactions
prior approval and quarterly reporting requirements. I also certify that I
have compiled with all of the provisions of the Code of Ethics during the
most recent calendar year, except as otherwise disclosed to the Compliance
Department of Dresdner RCM.
3. I authorize Dresdner RCM to furnish the information contained in any report
of securities transactions filed by me to such federal, state, and self-
regulatory authorities as may be required by law or by applicable rules and
regulations. Unless required to be disclosed by law, rule, regulation or
order of such regulatory authority or of a court of competent jurisdiction,
the information contained in such reports shall be treated as confidential
and shall not be disclosed to any person outside Dresdner RCM without my
consent.
4. I certify that I have disclosed to Dresdner RCM all trading accounts in
which I have a beneficial interest, and that I have authorized each such
brokerage firm to send directly to Dresdner RCM duplicate copies of all
transaction confirmations for such accounts.
__________________________________________ __________________________________
Date (Name, Please Print)
__________________________________
Signature of Employee
F-1
<PAGE>
EXHIBIT G
ACKNOWLEDGEMENT
I have received a copy of the Code of Ethics of Dresdner RCM Global Investors
LLC, Caywood-Scholl Capital Management Inc., Kleinwort Benson Investment
Management Americas, Inc. and Dresdner RCM Trust Company. I have read it and I
understand it. As a condition of employment, I agree to Comply with all of the
Provisions of the Code of Ethics and I agree to follow the Procedures outlined
therein, including, but not limited to, the personal security transactions prior
approval and reporting requirements set forth therein. I also certify that I
have complied with all of the provisions of the Code of Ethics since the date on
which I first became employed by Dresdner RCM, except as otherwise disclosed to
the Director of Compliance. I authorize Dresdner RCM Global Investors LLC,
Caywood-Scholl Capital Management, Inc., Kleinwort Benson Investment Management
Americas, Inc., Dresdner RCM Trust Company and each investment company managed
by any such entity (hereinafter all such entities collectively referred to as
"Dresdner RCM-) to furnish the information contained in any report of securities
transactions filed by me to such federal, state, and self-regulatory authorities
as may be required by law or by applicable rules and regulations. Unless
required to be disclosed by law, rule, regulation or order of such regulatory
authority or of a court of competent jurisdiction, the information contained in
such reports shall be treated as confidential and disclosed to no one outside
Dresdner RCM without my consent.
__________________________________________ __________________________________
Date (Name, Please Print)
__________________________________
Signature of Employee
(To be signed and returned to the Compliance Department)
G-1
