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Exhibit (p)1.45
COMPLIANCE
TCW
EMPLOYEE POLICY [LOGO]
March 2000
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I. INTRODUCTION
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The TCW Group, Inc. is the parent of several companies which act as investment
adviser or manager of investment companies, corporate pension funds, other
institutions and individuals. As used in this Code of Ethics, "TCW" refers to
The TCW Group, Inc., all of its subsidiaries and affiliated partnerships that
are investment advisers registered with the Securities and Exchange Commission,
and Trust Company of the West.
This Code of Ethics is based on the principle that the officers, directors and
employees of TCW owe a fiduciary duty to, among others, TCW's clients. In light
of this fiduciary duty, you should conduct yourself in all circumstances in
accordance with the following general principles:
. You must at all times place the interests of TCW's clients before your
own interests.
. You must conduct all of your personal investment transactions
consistent with this Code and in such a manner as to avoid any actual
or potential conflict of interest or any abuse of your position of
trust and responsibility.
. You should adhere to the fundamental standard that investment advisory
personnel should not take inappropriate advantage of their positions
to their personal benefit.
Although it is sometimes difficult to determine what behavior is necessary or
appropriate to adhere to these general principles, this Code contains several
guidelines for proper conduct. However, the effectiveness of TCW's policies
regarding ethics depends on the judgment and integrity of its employees rather
than on any set of written rules. Accordingly, you must be sensitive to the
general principles involved and to the purposes of the Code in addition to the
specific guidelines and examples set forth below. If you are uncertain as to
whether a real or apparent conflict exists in any particular situation between
your interests and those of TCW's clients, you should consult the Chief
Compliance Officer immediately.
II. PERSONAL INVESTMENT TRANSACTIONS POLICY
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Laws and ethical standards impose on TCW and its employees duties to avoid
conflicts of interest between their personal investment transactions and
transactions TCW makes on behalf of its customers. In view of the sensitivity of
this issue, it is important to avoid even the appearance of impropriety. The
following personal investment transaction policies are designed to reduce the
possibilities for such conflicts and or inappropriate appearances, while at the
same time preserving reasonable flexibility and privacy in personal securities
transactions.
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Except as otherwise noted, TCW's restrictions on personal investment
transactions apply to all Covered Persons. "Covered Persons" include all TCW
directors, officers and employees, except directors who (i) do not devote
substantially all working time to the activities of TCW, and (ii) do not have
access to information about the day-to-day investment activities of TCW. Every
employee should consider himself or herself a Covered Person unless otherwise
specifically exempted by the Approving Officers or unless he or she falls within
a class exempted by the Approving Officers. In addition, this policy governs
your investments in securities. "Securities" include any interest or instrument
commonly known as a security, including stocks, bonds, options, warrants,
financial commodities, other derivative products and interests in privately
placed offerings and limited partnerships.
General Principles Regarding Securities Transactions of Covered Persons and TCW
Directors
No Covered Person or TCW director may purchase or sell, directly or indirectly,
for his or her own account, or any account in which he or she may have a
beneficial interest:
. Any security (or related option or warrant) that to his or her
knowledge TCW is buying or selling for its clients, until such buying
or selling is completed or canceled.
. Any security (or related option or warrant) that to his or her
knowledge is under active consideration for purchase or sale by TCW
for its clients.
The term "beneficial interest" is defined by rules of the SEC. Generally, under
the SEC rules, a person is regarded as having a beneficial interest in
securities held in the name of:
. A husband, wife or a minor child;
. A relative sharing the same house;
. Anyone else if the Covered Person:
(i) obtains benefits substantially equivalent to ownership of the
securities;
(ii) can obtain ownership of the securities immediately or at some
future time; or
(iii) can vote or dispose of the securities.
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If you act as a fiduciary with respect to funds and accounts managed outside of
TCW (for example, if you act as the executor of an estate for which you make
investment decisions), you will have a beneficial interest in the assets of that
fund or account. Accordingly, any securities transactions you make on behalf of
that fund or account will be subject to the general trading restrictions set
forth above. You should review the restrictions on your ability to act as a
fiduciary outside of TCW set forth under "Outside Activities - Outside Fiduciary
Appointments".
Preclearance Procedures
Each Covered Person must obtain preclearance for any personal investment
transaction in a security if such Covered Person has, or as a result of the
transaction acquires, any direct or indirect beneficial ownership in the
security. Preclearance is not necessary for exempt securities or Outside
Fiduciary Accounts. "Exempt securities" are securities (or securities obtained
in transactions) described on page C6. "Outside Fiduciary Accounts" are certain
fiduciary accounts outside of TCW for which you have received TCW's approval to
act as fiduciary and which TCW has determined qualify to be treated as Outside
Fiduciary Accounts under this Personal Investment Transactions Policy. Separate
certification procedures will apply for securities transactions executed on
behalf of Outside Fiduciary Accounts in lieu of preclearance.
You must obtain preclearance for all non-exempt securities transactions by
completing and signing the-Request for Personal Investment Transactions Approval
Form provided for that purpose by TCW and by obtaining the signature of Andrew
McManus, the TCW Personal Investment Transactions Administrator and, for foreign
offices, the additional signatories designated on the form. You will be required
to make certain certifications each time you trade a security, including that
you have no knowledge that would violate the general trading principles set
forth above. See Exhibit C-A for a sample copy of the Request for Personal
Investment Transactions Approval Forms for domestic and foreign preclearance are
attached. Since the form may change over time, you should ask Andrew McManus or
his designee for supplies of the current form. The form is also available on
Westnet. TCW's intranet site.
You must complete an approved securities transaction by the end of the business
day following the day that you obtain preclearance. If the transaction is not
completed within these time requirements, you must obtain a new preclearance,
including one for any uncompleted portion of the transaction. Post-approval is
not permitted under this Code of Ethics. If TCW determines that you completed a
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trade before approval or after the clearance expires, you will be considered to
be in violation of the Code.
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Note that preclearance will ordinarily be given on the day you request it unless
(a) you are located in a U.S. office and are seeking to buy a foreign security
that must be precleared through a foreign office, or (b) you are located in a
foreign office and your request reaches the U.S. office at a time when Andrew
McManus is not on duty or cannot obtain all of the required U.S. clearances
because of the time of receipt. Preclearance for these requests will ordinarily
be given on the next business day.
Trading Restrictions
In addition to the more general restrictions discussed above, TCW has adopted
other restrictions on personal investment transactions. Except as otherwise
noted below, the trading restrictions do not apply to Outside Fiduciary
Accounts.
No Covered Person may:
. Enter into an uncovered short sale.
. Write an uncovered option.
. Acquire any non-exempt security in an initial public offering
(IPO). (Remember - under NASD rules, you may also be prohibited
from participating in any public offering that is a "hot issue.")
. Purchase or sell, directly or indirectly, for his or her own
account or for any account in which he or she may have a
beneficial interest (including through an Outside Fiduciary
Account), any security that is subject to a firm-wide restriction
or a department restriction by his or her department.
No Investment Personnel may:
. Purchase securities offered in a private placement (other than
those sponsored by TCW) except with the prior approval of the
Approving Officers. "Investment Personnel" include any portfolio
manager or securities analyst or securities trader who provide
information or advice to a portfolio manager or who help execute
a portfolio manager's decisions. "Approving Officers" are (i)
one of Alvin Albe or Marc Stem and (ii) one of Michael Cahill or
---
Hilary Lord. In considering approval, the Approving Officers will
take into consideration whether the investment opportunity you
have been offered should be reserved for TCW's clients and
whether the opportunity is being offered to you by virtue of your
position with TCW. If you or your department want to purchase on
behalf of a TCW client the security of an issuer or its affiliate
where
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you have a beneficial interest (including through an Outside
Fiduciary Account) in the securities of that issuer through a
private placement, you must first disclose your interest to an
Approving Officer. In such event, the Approving Officers will
independently review the proposed investment decision. Written
records of any such circumstance should be sent to Hilary Lord.
No Investment Personnel who manage or otherwise provide advice or execution
services for a registered investment company may:
. Profit from the purchase or sale, or sale and purchase, of the
same (or equivalent) securities within 60 calendar days. Because
of TCW's portfolio management support structure, securities
analysts and securities traders should assume that they are
subject to this trading restriction unless they have received
confirmation to the contrary from the Chief Compliance Officer.
Note that a person's status or duties may change which could
result in him or her subsequently being subject to this trading
restriction. If you have any questions resulting from such a
change, you should consult with the Chief Compliance Officer. You
should also note that this prohibition would effectively limit
the utility of options trading and short sales of securities and
could make legitimate hedging activities less available. Any
profits realized on such short term trades will have to be
disgorged.
No portfolio manager may:
. Purchase or sell any security for his or her own account or any
Outside Fiduciary Account for a period of seven days before that
security is bought or sold on behalf of any TCW client for which
the portfolio manager serves as portfolio manager. Violation of
this prohibition will require reversal of the transaction and any
resulting profits will be subject to disgorgement.
. Purchase any security for his or her own account or any Outside
Fiduciary Account for a period of seven days after that security
is sold or sell any security for his or her own account or any
Outside Fiduciary Account for a period of seven days after that
security is bought on behalf of any TCW client for which the
portfolio manager serves as portfolio manager. In addition, any
portfolio manager who manages a registered investment company may
not purchase or sell any security for his or her own account or
any Outside Fiduciary Account for the period of seven days after
that security is bought or sold on behalf of registered
investment company for which the portfolio manager serves as
investment manager. Violation of these prohibitions will require
reversal of the transaction and any resulting profits will be
subject to disgorgement.
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Any profits subject to disgorgement will be given to a charity selected by TCW
or under TCW's direction.
Securities or Transactions Exempt From Personal Investment Transactions Policy
The following securities or transactions are exempt from some aspects of the
personal investment transactions policy:
(a) U.S. Government Securities.
(b) Bank Certificates of Deposit.
(c) Bankers' Acceptances.
(d) Commercial Paper or other high quality short-term debt instruments
(investment grade, maturity not greater than one year).
(e) Shares in open-end investment companies (mutual funds).
(f) Securities purchased on behalf of an Covered Person for an account
over which the Covered Person has no direct or indirect influence or
control.
(g) Securities purchased through an automatic dividend reinvestment plan.
(h) Security purchases effected upon the exercise of rights issued by the
issuer pro rata to all holders of a class of its securities, to the
extent such rights were acquired from such issuer, and sales of such
rights so acquired.
(i) Stock index futures and nonfinancial commodities (e.g., pork belly
contracts).
(j) Interests in TCW-sponsored limited partnerships or other TCW-sponsored
private placements.
(k) Securities acquired in connection with the exercise of an option. The
purchase or writing (sale) of an option is not an exempt transaction.
It is not necessary to preclear personal transactions for any exempt securities
or transactions. However, it still is necessary to report such securities (other
than securities exempt under clauses (a), (b), (c), (d), (e) or (f) above) in
the quarterly transaction reports or annual securities holdings list. Personal
investment transactions in exempt securities are still subject to TCW's policy
on inside information.
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Reporting of Transactions
I. Covered Persons
Quarterly Reports. All Covered Persons must file with the Compliance Department
-----------------
quarterly reports of personal investment transactions (Exhibit C-B) by the l0th
day of January, April, July and October or, if that day is not a business day,
then the first business day thereafter. In each quarterly report, the Covered
Person must report all personal investment transactions in which he or she has a
---
beneficial interest and which were transacted during the quarter other than
transactions in U.S. government securities, bank certificates of deposit,
bankers' acceptances, commercial paper, high quality short-term debt instruments
or shares of open-end mutual funds. Every Covered Person must file a quarterly
------------------------------------------
report when due even if such person made no purchases or sales of securities
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during the period covered by the report. You are charged with the responsibility
---------------------------------------
for making the quarterly reports. Any effort by TCW to facilitate the reporting
process does not change or alter that responsibility.
The report must be on the form provided by TCW. Since the form may change over
time, you should ask Andrew McManus or his designee for supplies of the current
form.
Broker Statements and Trade Confirmations. All Covered Persons are required to
-----------------------------------------
direct brokers of accounts in which they have a beneficial interest to supply to
TCW, on a timely basis, duplicate copies of trade confirmations and copies of
periodic broker account statements. This requirement does not apply to Outside
Fiduciary Accounts. To maximize the protection of your privacy, you should
direct your brokers to send this information to:
Trust Company of the West
P.0. Box 71940
Los Angeles, CA 90017
II. Officers and Directors of TCW Investment Management Company, the Galileo
Funds and CVT, and All TCW Investment Personnel
Officers of TCW Investment Management Company, the Galileo Funds and CVT, and
all TCW Investment Personnel are required to file the following reports in
addition to those above.
Initial Holdings Reports. All TCW Investment Personnel and "Access Persons" are
------------------------
required to submit an Initial Holdings Report listing all securities in which
---
the person has a beneficial interest other than U.S. government securities, bank
certificates of deposit, bankers' acceptances, commercial paper, high quality
short-term debt instruments or shares of mutual funds within 10 days of becoming
-- ----
either TCW Investment Personnel or an "Access Person". An "Access Person"
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means Director, President, Executive Vice President, Managing Director or Senior
Vice President of TCW Investment Management Company (the investment adviser to
registered investment companies) or any officer or interested Director of the
Galileo Funds or CVT.
Annual Holdings Reports. All TCW Investment Personnel and "Access Persons" are
-----------------------
required to file an Annual Holdings Report which provides a listing of all
---
securities in which the person a beneficial interest as of December 31 of the
preceding year, other than U. S. government securities, bank certificates of
deposit, bankers' acceptances, commercial paper, high quality short-term debt
securities or shares of mutual funds.
See the reference table below for a summary of reporting requirements.
REPORTING REQUIREMENTS REFERENCE TABLE
<TABLE>
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<S> <C>
If you are a "Covered Person" Then you must file:
[all TCW directors, officers and (1) Personal Investment Transactions
employees]. Approval Form prior to trading;
(2) Quarterly Reports;
(3) Broker Statements and Trade Confirmations; and
(4) an Annual Compliance
Certification.
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If you are considered TCW In addition to the requirements for
"Investment Personnel" "Covered Person", you must file:
[portfolio manager, securities (1) an Initial Holdings Report; and
analyst or a securities trader]. (2) an Annual Holdings Report.
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If you are an "Access Person" of TCW In addition to the requirements for
Investment Management Company "Covered Person", you must file:
[Director, President, Executive (1) an Initial Holdings Report; and
Vice President, Managing Director or (2) an Annual Holdings Report.
Senior Vice President] or the Galileo
Funds or CVT [any officer or interested
Director].
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</TABLE>
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If you have any questions about the Personal Investment Transactions Policy,
call Andrew McManus, Hilary Lord or Michael Cahill.
III. POLICY STATEMENT ON INSIDER TRADING
-----------------------------------
The professionals and staff of TCW occasionally come into possession of
material, non-public information (often called "inside information"). Various
federal and state laws, regulations and court decisions, as well as general
ethical and moral standards, impose certain duties with respect to the use of
this inside information. The violation of these duties could subject both TCW
and the individuals involved to severe civil and criminal penalties and the
resulting damage to reputation. TCW views seriously any violation of this policy
statement. Violations constitute grounds for disciplinary sanctions, including
dismissal.
Within an organization or affiliated group of organizations, courts may
attribute one employee' s knowledge of inside information to another employee or
group that later trades in the affected security, even if there had been no
actual communication of this knowledge. Thus, by buying or selling a particular
security in the normal course of business, TCW personnel other than those with
actual knowledge of inside information could inadvertently subject TCW to
liability. Alternatively, someone obtaining inside information in a legitimate
set of circumstances may inadvertently restrict the legitimate trading
activities of other persons within the company.
The risks in this area can be significantly reduced through the conscientious
use of a combination of trading restrictions and information barriers designed
to confine material non-public information
to a given individual, group or department (so-called "Chinese Walls"). One
purpose of this Policy Statement is to establish a workable procedure for
applying these techniques in ways that offer significant protection to TCW and
its personnel, while providing flexibility to carry on TCW's investment
management activities on behalf of our clients.
See the attached Reference Table if you have any questions on this Policy or who
to consult in certain situations.
TCW Policy on Insider Trading
Trading Prohibition - No officer, director or employee of TCW may buy or sell a
security (or a related option or warrant) in a company, either for themselves or
on behalf of others, while in possession of material, non-public information
about the company. This means that you may not buy or sell securities for
yourself or anyone, including your spouse, a relative, friend, or client any you
may not recommend that anyone else buy or sell a security of a company on the
basis of inside information regarding that company.
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Communication Prohibition - No officer, director or employee of TCW may
communicate material, non-public information to others who have no official need
to know. This is known as `tipping", which is also a violation of the insider
trading laws, even if the "tipper" did not personally benefit. Therefore, you
should not discuss such information acquired on the job with your spouse or with
friends, relatives, clients, or anyone else outside of TCW except on a
need-to-know basis relative to your duties at TCW. If you convey material
non-public information to another person, even inadvertently, it is possible
that the other person if he or she trades on such information would violate
insider trading laws. This is known as "tippee liability". You should remember
that you may obtain material, non-public information about entities sponsored by
TCW, like its mutual funds.
What is Material Information?
Information is "materia1" when a reasonable investor would consider it important
in making an investment decision. Generally, this is information whose
disclosure could reasonably be expected to have an effect on the price of a
company's securities. The general test is whether a reasonable investor would
consider it important in deciding whether or not to bur or sell a security in
the company. The information could be positive or negative.
Whether something is material must be evaluated relative to the company in whose
securities a trade is being considered -- a multi-million dollar contract may be
immaterial to Boeing but material to a smaller capitalization company. Some
examples of material information are: dividend changes, earnings results,
changes in previously released earnings estimates, significant merger, joint
venture or acquisition proposals or agreements, stock buy back proposals, tender
offers, rights offerings, new product releases or schedule changes, significant
accounting write-offs or charges, credit rating changes, changes in capital
structure (e.g. stock splits), accounting changes, major technological
discoveries or break throughs, major capita1 investment plans, major contract
awards or cancellations, governmental investigations, major litigation or
disposition of litigation, liquidity problems, and extraordinary management
developments or changes.
Material information may also relate to the market for a company's securities.
Information about a significant order to purchase or sell securities may, in
some contexts, be deemed material. Similarly, pre-publication information
regarding reports to be issued in the financial press may also be deemed
material. For example, the Supreme Court upheld the criminal convictions of
insider traders who capitalized on pre-publication information about the Wall
Street Journal's "Heard on the Street" column.
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Since there is no clear or "bright line" definition of what is material,
assessments sometimes require a fact specific inquiry. For this reason, if you
have questions about whether information is material, please direct them to the
Director of Research or your Department Head and, if further inquiry is desired
or required, the Chief Compliance Officer or the General Counsel.
What is Non-Public Information?
Information is "public" when it has been disseminated broadly to investors in
the marketplace. Tangible evidence of dissemination is the best indication that
the information is public. For example, information is public after it has
become available to the general public through a public filing with the SEC or
some other governmental agency, the Dow Jones "tape", release by Standard &
Poors or Reuters or publication in the Wall Street Journal or some other
publication of general circulation. Information remains non-public until a
reasonable time elapses after it is disseminated. While there is no specific
rule, generally trading 24 hours after the public dissemination of information
would not be prohibited (though the wait period may be shorter where a press
release is involved).
What are Some Examples of How TCW Personal Could Obtain Inside Information and
What You Should Do in These Cases?
In the context of TCW's business, the following are some examples of how a
person could come into possession of insider information:
(a) Board of Directors Seats
TCW officers, directors and employees are sometimes asked to sit on the Board of
Directors of public companies - sometimes in connection with their duties at TCW
and sometimes not. These public companies will generally have restrictions on
their Board members' trading in the companies' securities except during
specified "window periods" following the public dissemination of financial
information. As noted elsewhere in the Code of Ethics, service as a director of
a non-TCW company requires approval and, if approval is given, it will be
subject to the implementation of procedures to safeguard against potential
conflicts of interest or insider trading, such as Chinese Wall procedures or
placing the securities on a restricted list. Cases of fund managers sitting on
Boards of public companies have been highlighted in the press and have
underlined that the effect of inadequate safeguards could be to inadvertently
render securities "illiquid" in the hands of TCW. In order to mitigate against
this risk, anyone sitting on a board of public company should consider the
Chinese Wall Procedures below as applicable to them and should abide by them. If
the Board seat is held in connection with TCW clients and there is some
legitimate need to communicate the information, the Chief Compliance Officer or
General Counsel should be contacted to determine whether to redefine the scope
of the Chinese Wall or place the securities on restricted status.
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(b) Deal-Specific Information
Under certain circumstances, an employee may receive insider information for a
legitimate purpose in the context of a transaction in which a TCW entity or
account is a potential participant. This "deal-specific information" may be used
by the department to which it was given for the purpose for which it was given.
Generally, if a confidentiality agreement is to be signed, it should be assumed
that insider information is included. However, even in the absence of a
confidentiality agreement, insider information may be received. This type of
information may be given in connection with TCW's making a direct investment in
a company in the form of equity or debt; it may also involve a purchase by TCW
of a debt or equity security in a secondary transaction or in the form of a
participation. This type of situation typically arises in mezzanine financings,
loan participations, bank debt financings, venture capital financing, purchases
of distressed securities, oil and gas investments and purchases of substantial
blocks of stock from insiders. You should remember that even though the
investment for which the deal-specific information is being received may not be
a publicly traded security, the company may have other classes of publicly
traded securities that are publicly traded and the receipt of the information by
TCW can affect the ability of other parts of the organization to trade in those
securities. For the foregoing reasons, if you are to receive any deal-specific
information on a company with any class of publicly traded securities, please
contact the TCW product attorney for your area, who will then obtain the
necessary preclearance from the Chief Compliance Officer or the General Counsel.
(c) Creditors' Committees
On occasion an investment may go into default and TCW is a significant
participant. In that case, TCW may be asked to participate on a Creditors'
Committee. Creditors' Committees are often involved in intensive negotiations
involving restructuring, work-outs, recapitalizations and other significant
events that would affect the company and are given access to insider
information. TCW's sitting on such a committee could substantially affect its
ability to trade in securities in the company and, therefore, before sitting on
any Creditors' Committee, you must first get the approval of the Chief
Compliance Officer or the General Counsel.
(d) Information about TCW Products
Persons involved with the management of limited partnerships, trusts and mutual
funds (closed-end and open-end) which themselves issue securities could come
into possession of material information about those funds that is not generally
known to their investors or the public and that could be considered inside
information. For example, plans with respect to dividends could be considered
insider information and buying or selling securities in a TCW product with
knowledge that there will be an imminent change in dividends would be a
violation of the policy. Another example would be if there were to be a large
scale buying or selling program or a sudden shift in allocation that was not
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generally known, this could be considered inside information. However, normal
portfolio decisions or securities trading in the ordinary course would not
normally be considered inside information. Persons involved with management of
these funds and, in particular, portfolio managers and investment personnel, but
also support and administrative personnel should be sensitive to the fact that
they have access to such information. Department Heads for each product area and
the head of mutual funds for TCW are responsible for notifying the Chief
Compliance Officer of this type of inside information so she can impose
appropriate restrictions, and advise her when the information becomes public or
stale, so that the restriction can be removed.
(e) Contacts with Public Companies
For TCW, contacts with public companies represent an important part of our
research efforts. TCW makes investment decisions on the basis of the firm's
conclusions formed through such contacts and analysis of publicly available
information. Difficult legal issues arise, however, when, in the course of these
contacts, a TCW employee becomes aware of material, non public information.
This could happen, for example, if a company's Chief Financial Officer
prematurely discloses quarterly results to an analyst or an investor relations
representative makes a selective disclosure of adverse news to a handful of
investors. In such situations, TCW must make a judgment as to its further
conduct. If an issue arises in this area, a research analysts notes could become
subject to scrutiny and they have become increasingly the target of plaintiffs'
attorneys in securities class actions.
This area is one of particular concern to the investment business and,
unfortunately, it is one with a great deal of legal uncertainty. In a notable
1983 case, the U.S. Supreme Court recognized explicitly the important role of
analysts to ferret out and analyze information as necessary for the preservation
of a healthy market. It also recognized that questioning of corporate officers
and insiders is an important part of this information gathering process. The
Court thus framed narrowly the situations in which analysts receiving insider
information would be required to "disclose or abstain" from trading (generally
where the corporate insider was disclosing for an improper purpose, such as
personal benefit, and the analyst knows it). However, the Securities and
Exchange Commission has declared publicly its disfavor with the case and since
then has brought enforcement proceedings indicating that they will take strict
action against What they see as "selective disclosures" by corporate insiders to
securities analysts, even where the corporate insider was getting no personal
benefit and was trying to correct market misinformation. Thus, the status of
company-to-analyst contacts has been characterized as "a fencing match on a
tightrope" and a noted securities professor has said that the tightrope is now
electrified.
Because of this uncertainty, caution is the recommended course of action. If an
analyst receives what he or she believes is insider information and if you feel
you received it in violation of a corporate insider's fiduciary duty or for his
personal benefit, you should make reasonable efforts to achieve public
dissemination of the information and restrict trading until then. The Director
of Research or
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your Department Head should be contacted if you have questions or doubts and
they will contact the Chief Compliance Officer or General Counsel if required.
What is the Effect of Receiving Inside Information?
The person actually receiving the inside information is subject to the trading
and communication prohibitions discussed above. However, since TCW is a company,
questions arise as to how widely that information is to be attributed throughout
the company. Naturally, the wider the attribution, the greater the restriction
will be on other persons and departments within the company. Therefore, anyone
receiving insider information should be aware that the consequences can extend
well beyond themselves or even their departments.
In the event of receipt of insider information by an employee, the company will
generally adopt one of two postures: (1) place a "firm wide restriction" on
securities in the affected company which would bar any purchases or sales of the
securities by any department or person within TCW, whether for a client or
personal account (absent specific approval); or (2) establish a "Chinese Wall
around the individual or a select group or department. In these cases, those
persons falling within the Chinese Wall would be subject to the trading
prohibition and, except for need-to-how communications to others within the
Chinese Wall, the communication prohibition discussed above. The breadth of the
Chinese Wall and the persons included within it would have to be determined on a
case-by-case basis. In these circumstances, the Chinese Wall procedures are
designed to "isolate" the inside information and access to it by an individual
or select group in order to allow the remainder of the company not to be
affected by it. In any case where a Chinese Wall is imposed, the Chinese Wall
procedures discussed below must be strictly observed.
Does TCW Monitor Trading Activities?
The Compliance Department conducts reviews of securities trading in securities
identified to it as securities in which TCW may be deemed to possess insider
information. The Compliance Department surveys transactions effected by the
Company, its employees and its client accounts for the purpose of, among other
things, identifying transactions that may violate laws against insider trading
and, when necessary, investigating such trades.
Penalties and Enforcement by SEC and Private Litigants
The Director of Enforcement of the SEC has said that the SEC pursues all cases
of insider trading regardless of the size of transaction and regardless of the
persons involved. Updated and improved detection, tracking and surveillance
technique in the past few years have strengthened enforcement efforts by the SEC
as well as the stock exchanges. This surveillance is done routinely in many
cases or can be based on informants in specific cases.
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Penalties for violations are severe for both the individual and possibly his or
her employer. These could include:
. giving up all profits made (or losses avoided) trebled.
. fines of up to $ 1 million
. jail up to 10 years
. civil lawsuits by shareholders of the company in question.
The regulators, the market and TCW view violations seriously.
What You Should do if You do if You Have a Question About Inside Information?
Before executing any trade for yourself or others, including clients of TCW, you
must consider whether you have access to material, non-public information. If
you believe you have received oral or written material, non-public information,
you should discuss the situation immediately with the Chief Compliance Officer
or the General Counsel. You should not discuss the information with anyone else
within or outside TCW. The Chief Compliance Officer will, with the assistance of
counsel as required, determine whether the information is of a nature requiring
restrictions on use and dissemination and when any restrictions should be
lifted. TCW's Chinese Wall Procedures
"Before I built a wall I'd ask to know what was I walling in or walling out."
Robert Frost, Mending Wall (1914)
The Securities and Exchange Commission has long recognized that procedures
designed to isolate material non-public information to specific individuals or
groups can be a legitimate means of curtailing attribution of knowledge of this
inside information to an entire company. These types of procedures are typical
in multi-service broker- dealer investment banking firms and are known as
"Chinese Wall procedures". In those situations where TCW believes insider
information can be isolated, the following Chinese Wall procedures would apply.
These Chinese Wall procedures are designed to "quarantine" or "isolate" the
individuals or select group of persons within the Chinese Wall.
Identification of the Walled-In Individual or Group
The persons subject to the Chinese Wall procedures will be identified by name or
group designation. If the Chinese Wall procedures are applicable simply because
of someone serving on a Board of Directors of a public company in a personal
capacity, it is likely that the Chinese Wall will apply exclusively to that
individual, although in certain circumstances it may be appropriate to expand
the
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wall. Where the information is received as a result of being on a Creditors'
Committee, serving On a Board in a capacity related to TCW's investment
activities or receipt of deal-specific information, the walled in group will
generally refer to the product management group associated with the deal and, in
some cases, related groups or groups that are highly interactive with that
group. Determination of the breadth of the Chinese Wall is fact-specific and
must be made by the Chief Compliance Officer or the General Counsel. Therefore,
as noted above, it is important to advise them if you come into possession of
material, non-public information.
Isolation of Information
Fundamental to the concept of a Chinese Wall is that the inside formation be
effectively quarantined to the walled-in group. The two basic procedures that
must be followed to accomplish this are as follows:
(a) Restrictions on Communications
Communications regarding the inside information or the subject company should
only be held with persons within the walled-in group on a need-to-know basis or
with the General Counsel or Chief Compliance Officer. Communications should be
discreet and should not be held in the halls, in the lunchroom or on cellular
phones. In some cases it may be appropriate to use code names for the subject
company as a precautionary measure. If persons outside the group are aware of
your access to information and ask you about the target company, they should be
told simply that you are not at liberty to discuss it. On occasion, it may be
desirable to discuss the matter with someone at TCW outside the group. No such
communications should be held without first receiving the prior clearance of the
Chief Compliance Officer or the General Counsel. In such case, the person
outside the group and possibly his or her entire department, will thereupon be
designated as "inside the wall" and will be subject to all the Chinese Wall
restrictions in this memo.
(b) Restrictions on Access to Information
The files, computers and offices where confidential information is physically
stored should generally be made inaccessible to persons not within the walled-in
group. In certain circumstances, there is adequate and physical segregation of
the group whereby access would be very limited. However, in other cases where
there is less physical segregation between the group and others, additional
precautionary measures should be taken to make sure that any confidential non-
public information is kept in files securely and not generally accessible.
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Trading Activities by Persons Within the Wall
Persons within the Chinese Wall are prohibited from buying or selling securities
in the subject company, whether on behalf of TCW, clients or in personal
transactions. This restriction would not apply in the following two cases: (1)
Where the affected persons have received deal-specific information, the persons
are permitted to use the information to consummate the deal for which it was
given; and (2) In connection with a liquidation of a client account in full, the
security in the affected account may be liquidated if the client has
specifically instructed TCW to liquidate the account in its entirety and if no
confidential information has been shared with the client. In this circumstance,
TCW would attribute the purchase or sale as having been effected at the
direction of the client rather than pursuant to TCW's discretionary authority
and TCW would be acting merely in an executory capacity - again, assuming no
confidential information has been shared with the client. The liquidating
portfolio manager should confirm to the Compliance Department in connection with
such a liquidation that no confidential information has been shared with the
client.
Note that if the transaction permitted under paragraph (a) is a secondary trade
(versus a direct company issuance), counsel should be consulted to determine
disclosure obligations to the counterpart of the insider information in our
possession.
Termination of Chinese Wall Procedures
When the information has been publicly disseminated and a reasonable time has
elapsed, or if the information has become stale, the Chinese Wall procedures
with respect to the information can generally be eliminated. This is
particularly tree where the information was received in an isolated circumstance
such as an inadvertent disclosure to an analyst or receipt of deal-specific
information. However, persons who by reason of an ongoing relationship or
position with the company are more exposed to the receipt of such information on
a frequent basis (for example, being a member of the Board of Directors or on a
Creditors' Committee) would ordinarily be subject to the Chinese Wall procedures
on a continuing basis and may be permitted to trade only during certain "window
periods" when the company permits such "access" persons to trade.
It will be the responsibility of each Group Head to ensure that members of his
or her group are abiding by these Chinese Wall procedures in every instance.
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REFERENCE TABLE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
IF YOU HAVE A QUESTION YOU SHOULD CONTACT
ABOUT....
-------------------------------------------------------------------------------------------------------------------
<C> <S>
Whether information is "material" or First: The Director of Research or your Department Head.
"non-public" If further inquiry is needed or desired, Chief Compliance Officer
or General Counsel
-------------------------------------------------------------------------------------------------------------------
Taking a Board of Directors Seat (Pre- General Counsel or Chief Compliance Officer
approval is required)
-------------------------------------------------------------------------------------------------------------------
Obtaining deal-specific information TCW attorney responsible for product or Chief Compliance
(preclearance is required) Officer or General Counsel.
-------------------------------------------------------------------------------------------------------------------
Sitting on a Creditors Committee (Pre- Chief Compliance Officer or General Counsel
approval is required)
-------------------------------------------------------------------------------------------------------------------
Inside information on TCW commingled Department Head for product area or for mutual funds (who
funds (e.g. partnerships, masts, mutual will notify Chief Compliance Officer)
funds)
-------------------------------------------------------------------------------------------------------------------
Contacts with a public company First: The Director of Research or your Department Head.
If further inquiry is needed or desired, Chief Compliance Officer
or General Counsel
-------------------------------------------------------------------------------------------------------------------
This Policy in general Chief Compliance Officer or General Counsel
-------------------------------------------------------------------------------------------------------------------
Setting up a Chinese Wall Chief Compliance Officer or General Counsel
-------------------------------------------------------------------------------------------------------------------
Who is "within" or "outside" a Chinese Chief Compliance Officer or General Counsel
Wall
-------------------------------------------------------------------------------------------------------------------
Restricted Securities List Chief Compliance Officer or General Counsel
-------------------------------------------------------------------------------------------------------------------
Terminating a Chinese Wall Chief Compliance Officer or General Counsel
-------------------------------------------------------------------------------------------------------------------
</TABLE>
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Certain Operational Procedures in Connection With Enforcement of Insider
Information and Insider Trading Policies
The following are certain operational procedures that will be followed to ensure
communication of insider trading policies to TCW's employees and enforcement
thereof by the Company.
(a) Education and Training
New Employees - The policy is in the Employee Handbook as pan of the TCW Code of
Ethics. Each new employee receives the Handbook from Human Resources. Human
Resources will have each new employee certify that he or she: agrees to abide by
the Code of Ethics (including the policy on insider trading). Each new employee
is required to view a Compliance orientation tape which discusses, among other
things, the policy.
Existing Employees - There will be an annual Compliance session which at least
all officers are required to attend in person or by viewing a video. The policy
on insider information and trading will be discussed at that session. Each
employee will be required to annually certify that he has read and understands
the term of the Code of Ethics for TCW (including the policy on insider
trading).
(b) Maintenance of Restricted List
TCW will maintain a list of the securities for which TCW is generally limited
firm-wide from engaging in transactions - the Restricted List. This list is
maintained by the Personal Securities Administrator, who distributes it to the
following personnel in all TCW offices: all traders, portfolio managers,
analysts, investment control, securities clearance, as well as certain other
individuals. This list is issued whenever there is an addition, deletion or
modification, as well as periodically if there have been no changes. In some
cases, the list may note a partial restriction, e.g. restricted as to purchase,
restricted as to sale, or restricted as to a particular group or person. The
Personal Securities Administrator maintains an annotated copy of the list which
explains why each item is on it, and has a section giving the history of every
item that has been deleted. This Annotated List is distributed to the General
Counsel and the Chief Compliance Officer, as well as any additional persons
which either of them may approve. In addition, there is a Limited Annotated List
that only shows the securities on the list because of the Special Credits
Products and this list is distributed to the General Counsel at Oaktree.
The Restricted List is updated whenever there is a change, which the Personal
Securities Administrator has confirmed should be added with the General Counsel,
the Chief Compliance Officer, or in certain cases the in-house attorney who
handles the Special Credits/Section 13D issues.
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The Chief Compliance Officer or General Counsel or someone one of them
designates must approve any exemption, which is then documented by the Personal
Securities Administrator.
(c) Maintenance of Watch List
TCW will maintain a Watch List of those companies for which it has material non-
public information and it has instituted a Chinese Wall. This list will be
restricted in distribution to the Chief Compliance Officer and her staff and the
General Counsel, and such other persons as the Chief Compliance Officer or
General Counsel approve. It will be used for the purpose of surveillance as
described below. The list contains information such as the contact person that
resulted in the security's being put on the list, the group(s) subject to the
Chinese Wall, when a security is put on the list or taken off when it should be
reviewed to see if it can be taken off (e.g. when confidentiality agreement
expires), why the security was added and deleted, and whether there is a
confidentiality agreement. See sample attached.
(d) Surveillance
The Compliance Department will periodically review trading in accounts in shares
of companies on the Watch List by TCW personnel, whether on behalf of clients or
in personal trading, and by TCW in its proprietary accounts. If the Chief
Compliance Officer determines that there has been any unusual trading that
warrants further investigation, she will coordinate a review. If any impropriety
is found, the Chief Compliance Officer will report it to the General Counsel and
the President of The TCW Group, Inc., and such other persons as she may deem
appropriate.
(e) Consent to Service on Boards of Directors and Creditors' Committees
In order to monitor situations where material, non-public information may become
available by reason of a board position, employees are required to obtain
consent for accepting positions on non-TCW boards of directors. See Code of
Ethics. Similarly, consent is required for employees to sit on Creditors'
Committees. See Policy Statement and Procedures on Insider Information and
Insider Trading. The General Counsel or Chief Compliance Officer will grant any
such approvals and it will be documented by the Personal Securities
Administrator.
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IV GIFTS, PAYMENTS, AND PREFERENTIAL TREATMENT
-------------------------------------------
Gifts Received by Employees
No employee should solicit, receive, or participate in any arrangement leading
to a gift to himself or herself, relatives, or friends, or any business in which
any of them have a substantial interest, in consideration of past, present or
prospective business conducted with TCW. As a general rule, you should not
accept gifts of more than de minimis value from present or prospective clients,
providers of goods or services or others with which TCW has dealings. While
there is no absolute definition of de minimis, you should exercise good judgment
to assure that no gift that is excessive in value is accepted. You should
immediately report any offer of an improper gift to Hilary Lord.
The term "gift" includes, but is not limited to, substantial favors, money,
credit, special discounts on goods or services, free services, loans of goods or
money, excessive entertainment events, trips, hotel expenses, excessive
entertainment food or beverages, or anything else of value. Gifts to an
employee's immediate family are included in this policy. The receipt of cash
gifts by employees is absolutely prohibited.
If you believe that you cannot reject or return a gift without potentially
damaging friendly relations between a third party and TCW, you should report the
gift and its estimated dollar value in writing to Hilary Lord, who may require
that the gift be donated to charity.
Gifts and Entertainment Given by Employees
It is acceptable for you to give gifts or favors of nominal value to the extent
they are appropriate and suitable under the circumstances, meet the standards of
ethical business conduct, and involve no element of concealment. Entertainment
that is reasonable and appropriate for the circumstances is an accepted practice
to the extent that it is both necessary and incidental to the performance of
TCW's business.
Political Contributions
It is the policy of TCW to comply fully with federal and state election campaign
laws. You are responsible for monitoring your own political contributions to be
certain that they comply with all applicable laws.
Other Codes of Ethics
You should be aware that sometimes a client imposes more stringent codes of
ethics than those set forth above. If you are subject to a client's code of
ethics, you should abide by it.
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V OUTSIDE ACTIVITIES
------------------
Outside Employment
Each employee is expected to devote his or her full time and ability to TCW's
interests during regular working hours and such additional time as may be
properly required. TCW discourages employees from holding outside employment,
including consulting. If you are considering taking outside employment, you must
submit a written request to your Department Head. The request must include the
name of the business, type of business, type of work to be performed, and the
days and hours that the work will be performed. If your Department Head approves
your request, it will be submitted to Alvin Albe for final approval.
An employee may not engage in outside employment that: (a) interferes, competes,
or conflicts with the interest of TCW; (b) encroaches on normal working time or
otherwise impairs performance; (c) implies TCW's sponsorship or support of an
outside organization; or (d) reflects directly or indirectly adversely on TCW.
Corporate policy prohibits outside employment in the securities brokerage
industry. Employees must abstain from negotiating, approving or voting on any
transaction between TCW and any outside organization with which they are
affiliated, whether as a representative of TCW or the outside organization
except in the ordinary course of their providing services for TCW and on a fully
disclosed basis.
If you have an approved second job, you are not eligible to receive compensation
during an absent from work which is the result of an injury on the second job
and outside employment will not be considered an excuse for poor job
performance, absenteeism, tardiness or refusal to work overtime. Should any of
these situations occur, approval may be withdrawn.
Any other outside activity or venture that is not covered by the foregoing, but
that may raise questions, should be cleared with Alvin Albe.
Service as Director
NO officer, portfolio manager, investment analyst or securities trader may serve
as a director or in a similar capacity of any non-TCW company or institution,
whether or not it is part of your role at TCW, without prior approval of the
Approving Officers. You do not need approval to serve on the board of a private
family corporation for your family or any charitable, professional, civic or
nonprofit entities that are not clients of TCW and have no business relations
with TCW. If you receive approval, it will he subject to the implementation of
procedures to safeguard against potential conflicts of interest, such as Chinese
Wall procedures or placing securities of the company on a restricted list. TCW
may withdraw approval if senior management concludes that withdrawal is in TCW's
interest. Also, if you serve in a director capacity which does not require
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approval but circumstances later change which would require such approval (e.g.
the company enters into business relations with TCW or becomes a client), you
must then get approval. See the attached sample of a Report on Outside
Directorships which you should use to seek any approval (Exhibit C-F).
Fiduciary Appointments
No employee may accept appointments as executor, trustee, guardian, conservator,
general partner or other fiduciary, or any appointment as a consultant in
connection with fiduciary or active money management matters, without the prior
approval of the Approving Officers. This policy does not apply to appointments
involving personal estates or service on the board of a charitable, civic, or
nonprofit company where the Access Person does not act as an investment adviser
for the entity's assets. If TCW grants you approval to act as a fiduciary for an
account outside TCW, it may determine that the account qualifies as an Outside
Fiduciary Account. Securities traded by you as a fiduciary will be subject to
the TCW Personal Investment Transactions Policy.
Compensation, Consulting Fees and Honorariums
If you have received proper approval to serve in an outside organization or to
engage in other outside employment, you may retain all compensation paid for
such service unless otherwise provided by the terms of the approval. You should
report the amount of this compensation to Alvin Albe. You may not retain
compensation received for services on boards of directors or as officers of
corporations where you serve in the course of your employment activities with
TCW. You may also retain honorariums received by you for publications, public
speaking appearances, instruction courses at educational institutions, and
similar activities. You should direct any questions concerning the permissible
retention of compensation to Alvin Albe.
Participation in Public Affairs
TCW encourages its employees to support community activities and political
processes. Normally, voluntary efforts take place outside of regular business
hours. If voluntary efforts require corporate time, you should obtain prior
approval from Alvin Albe. If you wish to accept an appointive office, or run for
elective office, you must first obtain approval from Alvin Albe. You must
campaign for an office on your own time and may not use TCW property or services
for such purposes without proper reimbursement to TCW.
In all cases, employees participating in political activities do so as
individuals and not as representatives of TCW. To prevent any interpretation of
sponsorship or endorsement by TCW, you should not use either the TCW name or its
address in material you mail or funds you collect,
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nor, except as necessary biographical information, should TCW be identified in
any advertisements or literature.
Serving as Treasurer of Clubs, Churches, Lodges
An employee may act as treasurer of clubs, churches, lodges, or similar
organizations. However, you should keep funds belonging to such organizations in
separate accounts and not commingle them in any way with the your personal funds
or TCW's funds.
VI. OTHER EMPLOYEE CONDUCT
----------------------
Personal Financial Responsibility
It is important that employees properly manage their personal finances,
particularly in matters of credit. Imprudent personal financial management may
affect job performance and lead to more serious consequences for employees in
positions of trust. In particular, you are not permitted to borrow from clients,
or from providers of goods or services with whom TCW deals, except those who
engage in lending in the usual course of their business and then only on terms
offered to others in similar circumstances, without special treatment. This
prohibition does not preclude borrowing from individuals related to you by blood
or marriage.
Taking Advantage of a Business Opportunity that Rightfully Belongs to TCW
Employees must not take for their own advantage an opportunity that rightfully
belongs to TCW. Whenever TCW has been actively soliciting a business
opportunity, or the opportunity has been offered to it, or TCW's funds,
facilities or personnel have been used in pursuing the opportunity, that
opportunity rightfully belongs to TCW and not to employees who may be in a
position to divert the opportunity for their own benefits.
Examples of improperly taking advantage of a corporate opportunity
include:
. Selling information to which an employee has access because of
his/her position.
. Acquiring any real or personal property interest or right when
TCW is known to be interested in the property in question.
. Receiving a commission or fee on a transaction which would
otherwise accrue to TCW.
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. Diverting business or personnel from TCW.
Corporate Property or Services
Employees are not permitted to act as principal for either themselves or their
immediate families in the supply of goods, properties, or services to TCW,
unless approved by Alvin Albe. Purchase or acceptance of corporate property or
use of the services of other employees for personal purposes are also
prohibited. This would include the use of inside counsel for personal legal
advice absent approval from the General Counsel or use of outside counsel for
personal legal advice at TCW's expense.
Use of TCW Stationery
It is inappropriate for employees to use official corporate stationery for
either personal correspondence or other non-job-related purposes.
Giving Advice to Clients
TCW cannot practice law or provide legal advice. You should avoid statements
that might be interpreted as legal advice. You should refer questions in this
area to Michael Cahill. You should also avoid giving clients advice on tax
matters, the preparation of tax returns, or investment decisions, except as may
be appropriate in the performance of an offcial fiduciary or advisory
responsibility, or as otherwise required in the ordinary course of your duties.
VII. CONFIDENTIALITY
---------------
All information relating to past, current and prospective clients is highly
confidential and is not to be discussed with anyone outside the organization
under any circumstance. One of the most sensitive and difficult areas in TCW's
daily business activities involves information regarding investment plans or
programs and possible or actual securities transactions by TCW.
Consequently, all employees will be required to sign and adhere to a
Confidentiality Agreement (Exhibit C-G).
VIII. EXEMPTIVE RELIEF
----------------
The Approving Officers, consisting of(i) one of Alvin Albe or Marc Stern and
---
(ii) one of Michael Cahill or Hilary Lord, will review and consider any proper
request of an Covered Person for relief or exemption from any remedy,
restriction, limitation or procedure contained in this Code of Ethics which is
claimed to cause a hardship for such Covered Person or which may involve an
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unforeseen or involuntary situation where no abuse is involved. Exemptions of
any nature may be given on a specific basis or a class basis, as the Approving
Officers determine. The Approving Officers may also grant exemption from Covered
Person status to any person or class of persons it determines do not warrant
such status. Under appropriate circumstances, the Approving Officers may
authorize a personal transaction involving a security subject to actual or
prospective purchase or sale for TCW clients, where the personal transaction
would be very unlikely to affect a highly institutional market, where the TCW
officer or employee is not in possession of Inside Information, or for other
reasons sufficient to satisfy the Approving Officers that the transaction does
not represent a conflict of interest, involve the misuse of inside information
or convey the appearance of impropriety. The Approving Officers shall meet on an
ad hoc basis, as deemed necessary upon written request by an Access Person,
stating the basis for his or her request for relief. The Approving Officers'
decision is solely within their complete discretion.
IX. SANCTIONS
---------
Upon discovering a violation of this Code, TCW may impose such sanctions as it
deems appropriate, including, but not limited to, a reprimand (orally or in
writing), a reversal of any improper transaction and disgorgement of the profits
from the transaction, demotion, and suspension or termination of employment.
X. ANNUAL COMPLIANCE CERTIFICATION
-------------------------------
TCW will require all Covered Persons and TCW directors to certify annually that
(i) they have read and understand the terms of this Code of Ethics and recognize
the responsibilities and obligations incurred by their being subject to this
Code, and (ii) they are in compliance with the requirements of this Code,
including but not limited to the personal investment transactions policies
contained in this Code (Exhibit C-E).
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CODE OF ETHICS
EMPLOYEE CERTIFICATION
I have read and understand the terms of the Code of Ethics of The TCW
Group, Inc. dated March 2000, as amended. I recognize the responsibilities and
obligations incurred by me as a result of my being subject to this Code of
Ethics. I hereby agree to abide by the Code of Ethics.
_______________________________ _________________________
(Signature) (Date)
_______________________________
(Print name)
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EXHIBITS
Request for Personal Investment Transactions Approval C-A
Quarterly Report of Personal Investment Transactions C-B
Initial Holdings Report C-C
Annual Holdings Report C-D
Annual Compliance Certification C-E
Report on Outside Directorships and Officerships C-F
Confidentiality Agreement C-G
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REQUEST FOR PERSONAL INVESTMENT TRANSACTIONS APPROVAL
(please print legibly in ink)
DO NOT TRADE UNTIL YOU HAVE BEEN NOTIFIED BY THE PERSONAL SECURITIES
ADMINISTRATOR THAT YOU CAN TRADE. THIS AUTHORIZATION IS VALID ONLY THROUGH THE
BUSINESS DAY FOLLOWING APPROVAL DATE. ANY TRANSACTION, OR PORTION THEREOF, NOT
SO COMPLETED WILL REQUIRE A NEW APPROVAL. YOU WILL GET A COPY OF THE FORM
COUNTERSIGNED BY THE ADMINISTRATOR FOR YOUR PERSONAL RECORDS.
REMINDER: ADVISE YOUR BROKER TO SUPPLY DUPLICATE CONFIRMS AND STATEMENTS ON ALL
TRANSACTIONS TO:
TCW, P.O. Box 71940, Los Angeles, California 90071, Attention: Andrew McManus.
Name: ____________________________ Department: ___________________________
Date: ____________________________ Buy _______________ Sell ____________
Remember: Uncovered short sales are prohibited.
Portfolio Managers are subject to "Blackout" periods for securities
including the underlying securities for options.
Portfolio Managers who manage any registered investment company for
TCW and their associated investment personnel may not buy and sell, or
sell and buy, the same security within 60 calendar days.
Full Name of Security and Issuer :
________________________________________________________________________________
If security is on ADR, ADS, option, or warrant describe the underlying
security:
________________________________________________________________________________
<TABLE>
<S> <C>
CUSIP, SEDOL or other number for security (Your broker can give you):__________________ Security Symbol_______________
Please place a check in all of the applicable boxes. Omissions will result in delays in the processing of the request.
--- ----------------------------------------------------------------
</TABLE>
SECURITY IS:
I. Domestic or Foreign:
-------------------
[ ] A. Domestic [ ] B. Foreign and if so, specify country:___________
II. Equity or Fixed Income
----------------------
A. Equity
[ ] 1. Common Stock or Preferred Stock
[ ] 2. Shares of Close-End Investment Company
[ ] 3. Convertible Preferred Stock
[ ] 4. Commodity including Financial Future
[ ] 5. American Depository Receipt (ADR) or American Depository Share
(ADS)
[ ] 6. Other Depository Receipt or Depository Share
[ ] 7. Option or Warrant (Writing of uncovered options is prohibited)
[ ] 8. Future
[ ] 9. Other and if so, specify:_______________________________________
B. Fixed Income
[ ] 1. Mortgage-Backed or Asset-Backed Debt
[ ] 2. Convertible Debt
[ ] 3. Other Debt
[ ] 4. Option or Warrant (Writing of uncovered options is prohibited)
[ ] 5. Future
[ ] 6. Other and if so, specify: ____________________________________
[ ] 7. Issuer is a government agency or quasi-agency.
[ ] 8. Issuer is a municipality.
III. Private Placement Or Public Offering
------------------------------------
[ ] A. Private Placement (For Portfolio Managers, Traders, and Investment
Analysts, prior approval of Approving Officers is required)
[ ] B. Public Offering (Investments in Initial Public Offerings are
prohibited)
I hereby request permission to effect a transaction in the security as indicated
above for my account or another account in which I have a beneficial interest.I
am familiar with and agree to abide by the requirements set forth in the Code of
Ethics and certify that this request is made in compliance with the Code of
Ethics.
_____________________________________________
Signature of Person Requesting Approval
Transaction Approved: ____________________ Date: _____________________
Andrew McManus
If Foreign Office ____________________ Date: _____________________
Authorized Officer
<PAGE>
QUARTERLY REPORT OF PERSONAL INVESTMENT TRANSACTIONS
CONFIDENTIAL REPORT
(Due after ________________ but on or before ________________)
To: Andrew McManus From:___________________________
Please print your name
The following lists all transactions in securities in which I had any
direct or indirect beneficial ownership, during the quarter ended_____________
________________ excluding securities exempt from reporting on the quarterly
report as defined in the Code of Ethics. Note: The term "securities" includes
----
any interest or instrument commonly known as a security, including stocks,
bonds, options, warrants, securities acquired in privately placed offerings,
financial commodities, other derivative products and interests in limited
partnerships. Failure to fully disclose all securities will be considered a
violation of the Code of Ethics.
IF NO TRANSACTIONS TOOK PLACE, CHECK THE BOX AND SIGN BELOW. [_]
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Transaction
Type Price at Security
Trade (B)uy Which (Please note if option or if a debt
Date (S)ell No. of Principal Transaction security, note interest rate &
Mo./Day Other Shares Amount Effected maturity date.) Broker(s)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PLEASE COMPLETE THE FOLLOWING:
[_] I have not opened any brokerage accounts during this quarter.
[_] I have opened the following brokerage accounts during this quarter:
<TABLE>
<S> <C> <C>
Broker ___________________________ Account #________________________ Date
Opened ___________________________
Broker ___________________________ Account #________________________ Date Opened ______________________.
</TABLE>
Above transactions have been approved, or are exempt, from approval as defined
in the Code of Ethics? ___ ____
Yes No
_______________________________ ________________________
Signature Date
C-B
<PAGE>
INITIAL HOLDlNGS REPORT
TO: Andrew McManus (22nd Floor) From:_______________________
Please print your name
I hereby certify that the following is a complete listing of all securities
(other than U.S. Government securities, bank certificates of deposit, bankers'
acceptances, commercial paper and mutual funds).
Note: The term "securities" includes any interest or instrument commonly
-----
known as a security including all stocks, bonds, options, warrants, securities
acquired in privately placed offerings, financial commodities, other derivative
products and interests in limited partnerships. Failure to fully disclose all
securities will be considered a violation of the Code of Ethics.
--------------------------------------------------------------------------------
Name of Security Type of Security Number of Shares or Year Acquired
Principal Value of
Bonds
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Use additional sheet if necessary. You may attach copies of your year-end
brokerage statements instead of completing the above.)
----------------------- -------/------/-------
(Sign Name) (Date)
<PAGE>
ANNUAL HOLDINGS REPORT
To: Andrew McManus (22nd Floor) From:_________________________
Please print your name
I hereby certify that the following is a complete listing of all securities
(other than U.S. Government securities, bank certificates of deposit, bankers'
acceptances, commercial paper and mutual funds).
Note: The term "securities" includes any interest or instrument commonly
-----
known as a security including all stocks, bonds, options, warrants, securities
acquired in privately placed offerings, financial commodities, other derivative
products and interests in limited partnerships. Failure to fully disclose all
securities will be considered a violation of the Code of Ethics.
--------------------------------------------------------------------------------
Name of Security Type of Security Number of Shares or Year Acquired
Principal Value of
Bonds
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Use additional sheet if necessary. You may attach copies of your year-end
brokerage statements instead of completing the above.)
---------------------- ------/------/-----
(Sign Name) (Date)
<PAGE>
ANNUAL COMPLIANCE CERTIFICATION
(Due after December 31, 200O and on or before January 31, 2001)
To: Andrew McManus From:_____________________________
Please print your name
I. Broker Information
------------------
You are required to direct your Broker to send duplicate copies of your trade
confirmations and your periodic broker statements. This covers al1 accounts in
which you have a beneficial interest.
Whether or not you are actively trading, it is still your responsibility to
inform your Broker to send this information (please refer to page C7 of the TCW
Code of Ethics).
Please confirm the following information for 1999 (you may attach copies of your
year-end brokerage statements instead of completing the information below):
1. NO BROKERAGE ACCOUNTS
__ I have no brokerage accounts at this time and have not had any
brokerage accounts since January 1, 2000 or the date I joined TCW,
whichever is later.
2 . HAVE OR HAVE HAD BROKERAGE ACCOUNTS
__ I have or have had an account(s) with the following Brokers and these
I are all of the accounts have had at any time since January 1, 2000
or the date I joined TCW, whichever is later.
(Please list all accounts in which you have or had a Beneficial
Interest)
Brokerage Firm Account# Date Opened or Closed
--------------------- ---------------- ---------------------
--------------------- ---------------- ---------------------
--------------------- ---------------- ---------------------
--------------------- ---------------- ---------------------
--------------------- ---------------- ---------------------
II. Annual Compliance Certification
-------------------------------
I have read and understand the terms of the Code of Ethics of the TCW
Group, Inc. and recognize the responsibilities and obligations incurred by my
being subject to this Code. 1 am in compliance with the requirements of this
Code (including but not limited to the personal investment transactions policies
contained in the Code) and have been in compliance since the date of my last
Annual Certificate of Compliance, except for any violations which I have
reported to the Compliance Department or which the Compliance Department has
reported to me. I hereby agree to abide by the Code of Ethics of the TCW Group,
Inc.
______________________ ______________________
Name Date
C-E
<PAGE>
REPORT ON OUTSIDE DIRECTORSHIPS AND OFFICERSHIPS
------------------------------------------------
<TABLE>
<S> <C>
TO: Julie Minister DATE:______________
FROM: Signature:/l/
---------------------------------------------------------------------------------------------
(Print Name)
(Complete a separate form for each applicable Outside Company or Institution)
=======================================================================================================
[_] None - I hold no outside directorships or officerships that require reporting.
or
Name of Outside Company or Institution:_______________________________________________________________
[_] Public Company [_] Private Company [_] Other Institution
Symbol:____________________ Exchange or other listing:___________________________________________
TCW Related:/2/ Yes:_________ No_________
Member of Board of Directors: Yes:___________ No:___________ Since when:_____________
Committees:___________________________________________________________________________________(specify)
Offices Held:_________________________________________________________________________________(specify)
Answer the following only if your position in the Outside Company is TCW-Related:/2/
---------------------------------------------------------------------------------
Describe how position is TCW-Related:/2/ ______________________________________________________________
_______________________________________________________________________________________________________
Compensation:________________________________________________________________________(cash and non-cash)
Disposition of Compensation:____________________________________________________________________________
D&O Insurance: Does Outside Company provide? Yes:________ No:__________
Coverage:____________________________________________ (attach Certificate or other evidence of Insurance)
</TABLE>
You need not report service as a director or officer of a private family
corporation or any charitable, civic or nonprofit entities that are not clients
of TCW and have no business relations with TCW.
NOTE: TCW'S D&O Policy does not cover you for outside officerships or
directorships.
________________________
1 By signing this form, you confirm the continued application of any
Chinese Wall restrictions previously imp????? you with respect to
information on the reported Company.
2 "TCW Related" is the position held (a) in connection with the
-----------
performance of your duties for TCW or (b) at the specific request of
TCW? If so, answer "Yes".
C-F
<PAGE>
TCW
CONFIDENTIALITY AGREEMENT
-------------------------
In connection with work performed, or to be performed, on project involving
the TCW Group, Inc., or any of its affiliated companies, I hereby represent and
agree as follows:
1. I recognize that in connection with such work, I may come into
possession of information regarding investment plans or programs and possible or
actual securities transactions by TCW (the "Information").
2. I recognize that the Information is highly confidential and market
sensitive in nature and must be treated with the utmost care and discretion.
3. I hereby agree not to disclose any Information to any other person or
entity for any reason whatsoever, other than (i) strictly where required in the
course of performing duties for TCW, or (ii) to other individuals who have
executed, and are subject to, a similar Confidentiality Agreement with TCW.
4. I agree not to use, and not to permit directly or indirectly any other
person or entity to use, and Information in connection with the purchase or sale
of any securities by or behalf of anyone but TCW.
5. I agree to advise Hilary Lord immediately should I become aware of any
breach of this Confidentiality Agreement or of any instance in which the
Information has been intentionally or unintentionally communicated to a third
party in violation of this Confidentiality Agreement.
6. I recognize the seriousness and potential liability of any breach of
this Confidentiality Agreement and hereby agree to indemnify and hold TCW
harmless from any loss or damage resulting from any breach by me of this
Confidentiality Agreement.
_____________________________
Name (Please Print)
_____________________________ ____________
Signature Date
C-G
