<PAGE>
Exhibit 16(c)
MORGAN STANLEY DEAN WITTER AFRICA INVESTMENT FUND, INC.
MORGAN STANLEY DEAN WITTER ASIA-PACIFIC FUND, INC.
MORGAN STANLEY DEAN WITTER EASTERN EUROPE FUND, INC.
MORGAN STANLEY DEAN WITTER EMERGING MARKETS FUND, INC.
MORGAN STANLEY DEAN WITTER EMERGING MARKETS DEBT FUND, INC.
MORGAN STANLEY DEAN WITTER GLOBAL OPPORTUNITY BOND FUND, INC.
MORGAN STANLEY DEAN WITTER HIGH YIELD FUND, INC.
MORGAN STANLEY DEAN WITTER INDIA INVESTMENT FUND, INC.
THE LATIN AMERICAN DISCOVERY FUND, INC.
THE MALAYSIA FUND, INC.
THE PAKISTAN INVESTMENT FUND, INC.
THE THAI FUND, INC.
THE TURKISH INVESTMENT FUND, INC.
(THE "CLOSED-END FUNDS")
AND
MORGAN STANLEY DEAN WITTER INSTITUTIONAL FUND, INC.
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
MORGAN STANLEY DEAN WITTER STRATEGIC ADVISER FUND, INC.
(THE "OPEN-END FUNDS", AND TOGETHER WITH THE CLOSED-END FUNDS,
THE "FUNDS")
AND
MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.
("MSDW INVESTMENT MANAGEMENT")
AND
MILLER ANDERSON & SHERRERD, LLP
("MAS", AND TOGETHER WITH MSDW INVESTMENT MANAGEMENT, THE "INVESTMENT
MANAGERS")
AND
MORGAN STANLEY & CO. INCORPORATED
("MS&CO.")
CODE OF ETHICS
1. PURPOSES
This Code of Ethics has been adopted by the Funds, the Investment Managers
and MS&Co., the principal underwriter of the Open-End Funds, in accordance with
Rule 17j-1 under the Investment Company Act of 1940, as amended (the "Act").
Rule 17j-1 under the Act generally proscribes fraudulent or manipulative
practices with respect to purchases or sales of securities held or to be
acquired by investment companies, if effected by affiliated persons (as defined
under the Act) of such companies. Specifically, Rule 17j-1 provides that it is
unlawful for any affiliated person of or principal underwriter for a registered
investment company, or any affiliated person of an investment adviser of or
principal underwriter for a registered investment company, in connection with
the purchase or sale, directly or indirectly, by such person of a security held
or to be acquired by such registered investment company:
(a) To employ any device, scheme or artifice to defraud such
registered investment company;
(b) To make to such registered investment company any untrue
statement of a material fact or omit to state to such registered
investment company a material fact necessary in order to make the
statements made, in light of the circumstances under which they
are made, not misleading;
1
C60298
<PAGE>
(c) To engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon any such
registered investment company; or
(d) To engage in any manipulative practice with respect to such
registered investment company.
While Rule 17j-1 is designed to protect only the interests of the Funds
and their stockholders, the Investment Managers apply the policies and
procedures described in this Code of Ethics to all employees of the Investment
Managers to protect the interests of their non-Fund clients as well
(hereinafter, where appropriate, non-Fund clients of the Investment Managers
are referred to as "Advisory Clients" and any reference to an Advisory
Client(s) relates only to the activities of employees of the Investment
Managers).
The purpose of this Code of Ethics is to (i) ensure that Access Persons
conduct their personal securities transactions in a manner which does not (a)
create an actual or potential conflict of interest with the Funds' or an
Advisory Client's portfolio transactions, (b) place their personal interests
before the interest of the Funds and their stockholders or an Advisory Client
or (c) take unfair advantage of their relationship to the Funds or an Advisory
Client and (ii) provide policies and procedures consistent with the Act and
Rule 17j-1 designed to give effect to the general prohibitions set forth in
Rule 17j-l.
Among other things, the procedures set forth in this Code of Ethics
require that all (i) Access Persons review this Code of Ethics at least
annually, (ii) Access Persons, unless excepted by Sections 8. (d) or (e) of
this Code of Ethics, report transactions in Covered Securities, (iii) Access
Persons refrain from engaging in certain transactions, and (iv) employees of
the Investment Managers pre-clear with the Compliance Department or the trading
desk at MAS any transactions in Covered Securities.
2. DEFINITIONS
(a) "Access Person" means any director, officer or Advisory Person
of the Funds or of the Investment Managers, and any director or
officer of MS&Co., who, in the ordinary course of business,
makes, participates in or obtains information regarding the
purchase or sale of Covered Securities by the Funds.
(b) "Advisory Person" means any employee of the Funds, or of the
Investment Managers (or of any company in a control relationship
to the Funds or the Investment Managers), who, in connection with
his or her regular functions or duties, makes, participates in,
or obtains information regarding the purchase or sale of Covered
Securities by the Funds or an Advisory Client, or whose functions
relate to the making of any recommendations with respect to such
purchases or sales.
(c) "Beneficial ownership" shall be interpreted in the same manner
as it would be in determining whether a person is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder, except that
the determination of direct or indirect beneficial ownership
shall apply to all securities which an Access Person has or
acquires.
(d) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the Act.
(e) "Compliance Department" means the MSDW Investment Management or
MAS Compliance Department.
(f) "Covered Security" means a security as defined in Section
2(a)(36) of the Act, except that it does not include: (i) shares
of registered open-end investment companies, (ii) direct
obligations of the Government of the United States, and (iii)
bankers' acceptances, bank certificates of deposit, commercial
paper, and high quality short-term debt instruments, including
repurchase agreements.
(g) "Disinterested Director" means a director of a Fund who is not
an "interested person" of such Fund within the meaning of Section
2(a)(19) of the Act.
(h) "Purchase or sale (or sell)" with respect to a Covered Security
means any acquisition or disposition of a direct or indirect
beneficial interest in a Covered Security, including, inter alia,
the writing or buying of an option to purchase or sell a Covered
Security.
2
<PAGE>
(i) "Security held or to be acquired" means (i) any Covered Security
which, within the most recent 15 days, is or has been held by a
Fund or an Advisory Client, or is being or has been considered by
a Fund or an Advisory Client or the Investment Managers for
purchase by a Fund or an Advisory Client; and (ii) any option to
purchase or sell, and any security convertible into or
exchangeable for, a Covered Security described in this paragraph.
3. PROHIBITED TRANSACTIONS
(a) No Access Person or employee of the Investment Managers shall
purchase or sell any Covered Security which to his or her actual
knowledge at the time of such purchase or sale:
(i) is being considered for purchase or sale by a Fund or an
Advisory Client; or
(ii) is being purchased or sold by a Fund or an Advisory Client.
(b) No employee of the Investment Managers shall purchase or sell a
Covered Security while there is a pending "buy" or "sell" order
in the same or a related security for a Fund or an Advisory
Client until that order is executed or withdrawn.
(c) No Advisory Person shall purchase or sell a Covered Security
within seven calendar days before or after any portfolio(s) of
the Funds over which such Advisory Person exercises investment
discretion or an Advisory Client over which the Advisory Person
exercises investment discretion purchases or sells the same or a
related Covered Security. Any profits realized or unrealized by
the Advisory Person on a prohibited purchase or sale within the
proscribed period shall be disgorged to a charity.
(d) No employee of the Investment Managers shall profit from the
purchase and sale or sale and purchase of the same (or
equivalent) Covered Security within 60 calendar days. Any profits
realized on such purchase or sale shall be disgorged to a
charity.
(e) No employee of the Investment Managers shall purchase any
securities in an initial public offering.
(f) No employee of the Investment Managers shall purchase
privately-placed securities unless such purchase is pre-approved
by the Compliance Department. Any such person who has previously
purchased privately-placed securities must disclose such
purchases to the Compliance Department before such person
participates in a Fund's or an Advisory Client's subsequent
consideration of an investment in the securities of the same or a
related issuer. Upon such disclosure, the Compliance Department
shall appoint another person with no personal interest in the
issuer, to conduct an independent review of such Fund's or such
Advisory Client's decision to purchase securities of the same or
a related issuer.
(g) No Access Person or employee of the Investment Managers shall
recommend the purchase or sale of any Covered Securities to a
Fund or to an Advisory Client without having disclosed to the
Compliance Department his or her interest, if any, in such
Covered Securities or the issuer thereof, including without
limitation (i) his or her direct or indirect beneficial ownership
of any securities of such issuer, (ii) any contemplated purchase
or sale by such person of such securities, (iii) any position
with such issuer or its affiliates, and (iv) any present or
proposed business relationship between such issuer or its
affiliates, on the one hand, and such person or any party in
which such person has a significant interest, on the other;
provided, however, that in the event the interest of such person
in such securities or the issuer thereof is not material to his
or her personal net worth and any contemplated purchase or sale
by such person in such securities cannot reasonably be expected
to have a material adverse effect on any such purchase or sale by
a Fund or an Advisory Client or on the market for the securities
generally, such person shall not be required to disclose his or
her interest in the securities or the issuer thereof in
connection with any such recommendation.
(h) No Access Person or employee of the Investment Managers shall
reveal to any other person (except in the normal course of his or
her duties on behalf of a Fund or an Advisory Client) any
3
<PAGE>
information regarding the purchase or sale of any Covered Security by a
Fund or an Advisory Client or consideration of the purchase or sale by a
Fund or an Advisory Client of any such Covered Security.
4. PRE-CLEARANCE OF COVERED SECURITIES TRANSACTIONS AND PERMITTED BROKERAGE
ACCOUNTS
No employee of MSDW Investment Management shall purchase or sell Covered
Securities without prior written authorization from its Compliance Department.
No employee of MAS shall purchase or sell Covered Securities without prior
written authorization from the appropriate trading desk. Pre-clearance of a
purchase or sale shall be valid and in effect only for the business day in
which such pre-clearance is given; provided, however, that the approval of an
unexecuted purchase or sale is deemed to be revoked when the employee becomes
aware of facts or circumstances that would have resulted in the denial of
approval of the approved purchase or sale were such facts or circumstances made
known to the Compliance Department or MAS trading desk, as appropriate, at the
time the proposed purchase or sale was originally presented for approval. The
Investment Managers require all of their employees to maintain their personal
brokerage accounts at MS&Co. or a broker/dealer affiliated with MS&Co.
(hereinafter, a "Morgan Stanley Account"). Outside personal brokerage accounts
are permitted only under very limited circumstances and only with express
written approval by the Compliance Department. The Compliance Department has
implemented procedures reasonably designed to monitor purchases and sales
effected pursuant to the aforementioned pre-clearance procedures.
5. EXEMPTED TRANSACTIONS
(a) The prohibitions of Section 3 and Section 4 of this Code of
Ethics shall not apply to:
(i) Purchases or sales effected in any account over which an
Access Person or an employee of the Investment Managers has no
direct or indirect influence or control;
(ii) Purchases or sales which are non-volitional;
(iii) Purchases which are part of an automatic dividend reinvestment
plan; or
(iv) Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities
and sales of such rights so acquired, but only to the extent
such rights were acquired from such issuer.
(b) Notwithstanding the prohibitions of Sections 3. (a), (b) and (c)
of this Code of Ethics, the Compliance Department or MAS trading
desk, as appropriate, may approve a purchase or sale of a Covered
Security by employees of the Investment Managers which would
appear to be in contravention of the prohibitions in Sections 3.
(a), (b) and (c) if it is determined that (i) the facts and
circumstances applicable at the time of such purchase or sale do
not conflict with the interests of a Fund or an Advisory Client,
or (ii) such purchase or sale is only remotely potentially
harmful to a Fund or an Advisory Client because it would be very
unlikely to affect a highly institutional market, or because it
is clearly not related economically to the securities to be
purchased, sold or held by such Fund or Advisory Client, and
(iii) the spirit and intent of this Code of Ethics is met.
6. RESTRICTIONS ON RECEIVING GIFTS
No employee of the Investment Managers shall receive any gift or other
consideration in merchandise, service or otherwise of more than de minimis
value from any person, firm, corporation, association or other entity that does
business with or on behalf of the Funds or an Advisory Client.
7. SERVICE AS A DIRECTOR
No employee of the Investment Managers shall serve on the board of
directors of a publicly-traded company without prior written authorization from
the Compliance Department. Approval will be based upon a determination that the
board service would not conflict with the interests of the Funds and their
stockholders or an Advisory Client.
4
<PAGE>
8. REPORTING
(a) Unless excepted by Section 8. (d) or (e) of this Code of Ethics,
each Access Person must disclose all personal holdings in Covered
Securities to the Compliance Department for its review no later
than 10 days after becoming an Access Person and annually
thereafter. The initial and annual holdings reports must contain
the following information:
(i) The title, number of shares and principal amount of each
Covered Security in which the Access Person has any direct or
indirect beneficial ownership;
(ii) The name of any broker, dealer or bank with or through whom
the Access Person maintained an account in which any
securities were held for the direct or indirect benefit of the
Access Person; and
(iii) The date the report was submitted to the Compliance Department
by the Access Person.
(b) Unless excepted by Section 8. (d) or (e) of this Code of Ethics,
each Access Person and each employee of the Investment Managers
must report to the Compliance Department for its review within 10
days of the end of a calendar quarter the information described
below with respect to transactions in Covered Securities in which
such person has, or by reason of such transactions acquires any
direct or indirect beneficial interest:
(i) The date of the transaction, the title, the interest rate and
maturity date (if applicable), the number of shares and the
principal amount of each Covered Security involved;
(ii) The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(iii) The price of the Covered Security at which the purchase or
sale was effected;
(iv) The name of the broker, dealer or bank with or through which
the purchase or sale was effected; and
(v) The date the report was submitted to the Compliance Department
by such person.
(c) Unless excepted by Section 8. (d) or (e) of this Code of Ethics,
each Access Person and each employee of the Investment Managers
must report to the Compliance Department for its review within 10
days of the end of a calendar quarter the information described
below with respect to any account established by such person in
which any securities were held during the quarter for the direct
or indirect benefit of such person:
(i) The name of the broker, dealer or bank with whom the account
was established;
(ii) The date the account was established; and
(iii) The date the report was submitted to the Compliance Department
by such person.
(d) An Access Person will not be required to make any reports
described in Sections 8. (a), (b) and (c) above for any account
over which the Access Person has no direct or indirect influence
or control. An Access Person or an employee of the Investment
Managers will not be required to make the annual holdings report
under Section 8. (a) and the quarterly transactions report under
Section 8. (b) with respect to purchases or sales effected for,
and Covered Securities held in: (i) a Morgan Stanley Account,
(ii) an account in which the Covered Securities were purchased
pursuant to a dividend reinvestment plan (up to an amount equal
to the cash value of a regularly declared dividend, but not in
excess of this amount), or (iii) an account for which the
Compliance Department receives duplicate trade confirmations and
quarterly statements. In addition, an employee of MSDW Investment
Management will not be required to make a report under Section 8.
(c) for any account established with MS&Co. or a broker/dealer
affiliated with MS&Co.
5
<PAGE>
(e) A Disinterested Director of a Fund, who would be required to
make a report solely by reason of being a Fund director, is not
required to make initial and annual holdings reports.
Additionally, such Disinterested Director need only make a
quarterly transactions report for a purchase or sale of Covered
Securities if he or she, at the time of that transaction, knew
or, in the ordinary course of fulfilling his or her official
duties as a Disinterested Director of a Fund, should have known
that, during the 15-day period immediately preceding or following
the date of the Covered Securities transaction by him or her,
such Covered Security is or was purchased or sold by a Fund or
was being considered for purchase or sale by a Fund.
(f) The reports described in Sections 8. (a), (b) and (c) above may
contain a statement that the reports shall not be construed as an
admission by the person making such reports that he or she has
any direct or indirect beneficial ownership in the Covered
Securities to which the reports relate.
9. ANNUAL CERTIFICATIONS
All Access Persons and employees of the Investment Managers must certify
annually that they have read, understood and complied with the requirements of
this Code of Ethics and recognize that they are subject to this Code of Ethics
by signing the certification attached hereto as Exhibit A.
10. BOARD REVIEW
The management of the Funds and representatives or officers of the
Investment Managers and, with respect to the Open-End Funds, MS&Co., shall each
provide each Fund's Board of Directors, at least annually, with the following:
(a) a summary of existing procedures concerning personal investing
and any changes in the procedures made during the past year;
(b) a description of any issues arising under this Code of Ethics or
procedures since the last such report, including, but not limited
to, information about material violations of this Code of Ethics
or procedures and sanctions imposed in response to material
violations;
(c) any recommended changes in the existing restrictions or
procedures based upon a Fund's or the Investment Managers'
experience under this Code of Ethics, evolving industry practices
or developments in applicable laws and regulations; and
(d) a certification (attached hereto as Exhibits B, C, D, and E, as
appropriate) that each has adopted procedures reasonably
necessary to prevent its Access Persons from violating this Code
of Ethics.
11. SANCTIONS
Upon discovering a violation of this Code of Ethics, the Board of
Directors of such Fund or of the Investment Managers, as the case may be, may
impose such sanctions as it deems appropriate.
12. RECORDKEEPING REQUIREMENTS
The management of the Funds and representatives or officers of the
Investment Managers and, with respect to the Open-End Funds, MS&Co., each shall
maintain, as appropriate, the following records for a period of five years, the
first two years in an easily accessible place, and shall make these records
available to the Securities and Exchange Commission or any representative of
such during an examination of the Funds or of the Investment Managers:
(a) a copy of this Code of Ethics or any other Code of Ethics which
was in effect at any time within the previous five years;
(b) a record of any violation of this Code of Ethics during the
previous five years, and of any action taken as a result of the
violation;
6
<PAGE>
(c) a copy of each report required by Section 8. of this Code of
Ethics, including any information provided in lieu of each such
report;
(d) a record of all persons, currently or within the past five
years, who are or were subject to this Code of Ethics and who are
or were required to make reports under Section 8. of this Code of
Ethics;
(e) a record of all persons, currently or within the past five
years, who are or were responsible for reviewing the reports
required under Section 8. of this Code of Ethics; and
(f) a record of any decision, and the reasons supporting the
decision, to approve the acquisition of securities described in
Sections 3. (e) and (f) of this Code of Ethics.
7
