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Exhibit No. 15(d)
Dated: February 15, 2000
CODE OF ETHICS
Gabelli Westwood Funds
Westwood Management Corp.
Each Registered Investment Company
or series thereof (each of which is
considered to be a Company for this
purpose) for which any of the
companies listed above presently or
hereafter provides investment
advisory or principal underwriting
services, other than a money market
fund or a fund that does not invest in
Securities.
Introduction
This Code of Ethics establishes rules of conduct for persons who are associated
with the companies named above or with the registered investment companies for
which such companies provide investment advisory or principal underwriter
services. The Code governs their personal investment and other
investment-related activities.
The basic rule is very simple: put the client's interests first. The rest of the
rules elaborate this principle. Some of the rules are imposed specifically by
law. For example, the laws that govern investment advisers specifically prohibit
fraudulent activity, making statements that are not true or that are misleading
or omit something that is significant in the context and engaging in
manipulative practices. These are general words, of course, and over the years
the courts, the regulators and investment advisers have interpreted these words
and established codes of conduct for their employees and others who have access
to their investment decisions and trading activities. Indeed, the rules obligate
investment advisers to adopt written rules that are reasonably designed to
prevent the illegal activities described above and must follow procedures that
will enable them to prevent such activities.
This Code is intended to assist the companies in fulfilling their obligations
under the law. The first part lays out who the Code applies to, the second part
deals with personal investment activities, the third part deals with other
sensitive business practices, and subsequent parts deal with reporting and
administrative procedures.
The Code is very important to the companies and their employees. Violations can
not only cause the companies embarrassment, loss of business, legal
restrictions, fines and other punishments,
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but for employees can lead to demotion, suspension, firing, ejection from the
securities business, and very large fines.
I. Applicability
(A) The Code applies to each of the following:
1. The Companies named or described at the top of page one of the
Code and all entities that are under common management with
these Companies or otherwise agree to be subject to the Code
("Affiliates"). A listing of the Affiliates, which is
periodically updated, is attached as Exhibit A.
2. Any officer, director or employee of any Company, Affiliate or
Fund Client (as defined below) whose job regularly involves
him in the investment process. This includes the formulation
and making of investment recommendations and decisions, the
purchase and sale of securities for clients and the
utilization of information about investment recommendations,
decisions and trades. Due to the manner in which the Companies
and the Affiliates conduct their business, every employee
should assume that he is subject to the Code unless the
Compliance Officer specifies otherwise.
3. Any natural person who controls any of the companies,
Affiliates or Fund Clients and who obtains information
regarding the Companies' or the Affiliates' investment
recommendations or decisions. However, a person whose control
arises only as a result of his official position with such
entity is excluded. Disinterested directors of Fund Clients,
for example, are excluded from coverage under this item.
4. Any director, officer, general partner or person performing a
similar function even if he has no knowledge of and is not
involved in the investment process. Disinterested directors of
Fund Clients and independent directors of Affiliates are
included in coverage under this item.
5. As an exception, the Code does not apply to any director,
officer or employee of any fund Client (such as certain of The
Gabelli Westwood Funds) with respect to which the Companies'
services do not involve the formulation or making of
investment recommendations or decisions or the execution of
portfolio transactions if that person is also a director,
officer or employee of any entity that does perform such
services (such as Westwood Management Corp.). These
individuals are covered by codes of ethics adopted by such
entities.
(B) Definitions
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1. Access Persons. The Companies and the persons described in
items (A)2 and (A)3 above other than those excluded by item
(A)5 above.
2. Access Person Account. Includes all advisory, brokerage, trust
or other accounts or forms of direct beneficial ownership in
which one or more Access Person and/or one or more members of
an Access Person's immediate family have a substantial
proportionate economic interest. Immediate family includes an
Access Person's spouse and minor children living with the
Access Person. A substantial proportionate economic interest
will generally be 10% of the equity in the account in the case
of an Access Person and 25% of the equity in the account in
the case of all Access Persons in the aggregate whichever is
first applicable. Investment partnerships and similar indirect
means of ownership other than registered open-end investment
companies are also treated as accounts.
As an exception, accounts in which one or more Access Persons
and/or their immediate family have a substantial proportionate
interest which are maintained with persons who have no
affiliation with the companies and with respect to which no
Access Person has, in the judgment of the Compliance Officer
after reviewing the terms and circumstances, any direct or
indirect influence or control over the investment or portfolio
execution process are not Access Person Accounts.
As a further exception, subject to the provisions of Article
II(I)7, bona fide market making accounts of Gabelli & Company
are not Access Person Accounts.
As a further exception, subject to the provisions of Article
II(I)7, bona fide error accounts of the Companies and the
Affiliates are not Access Person Accounts.
3. Associate Portfolio Managers. Access persons who are engaged
in securities research and analysis for designated Clients or
are responsible for investment recommendations for designated
Clients but who are not particularly responsible for
investment decisions with respect to any Client accounts.
4. Clients. Investment advisory accounts maintained with any of
the Companies or Affiliates by any person, other than Access
Person Accounts. However, Fund Clients covered by item (A)5
above are considered Client accounts only with respect to
employees specifically identified by the Compliance Officer as
having regular information regarding investment
recommendations or decisions or portfolio transactions for
such Fund Clients.
5. Companies. The companies named or described at the top of page
one of the Code.
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6. Compliance Officer. The persons designated as the compliance
officers of the Companies.
7. Covered Persons. The Companies, the Access Persons and the
persons described in item (A)4 above.
8. Fund Clients. Clients that are registered investment companies
or series thereof.
9. Portfolio Managers. Access Persons who are principally
responsible for investment decisions with respect to any
Client accounts.
10. Security. Any financial instrument treated as a security for
investment purposes and any related instrument such as
futures, forward or swap contract entered into with respect to
one or more securities, a basked of or an index of securities
or components of securities. However, the term security does
not include securities issued by the Government of the United
States, bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt instruments,
including repurchase agreements, units of bank regulated
commingled funds, or shares of registered open-end investment
companies.
II. Restrictions on Personal Investing Activities
(A) Basic Restriction on Investing Activities
If a purchase or sale order is pending or under active consideration
for any Client account by any Company or Affiliate, neither the same
Security nor any related Security (such as an option, warrant or
convertible security) may be bought or sold for any Access Person
Account.
(B) Initial Public Offerings
No Security or related Security may be acquired in an initial public
offering for any Access Person Account.
(C) Blackout Period
No Security or related Security may be bought or sold for the
account of any Portfolio Manager or Associate Portfolio Manager
during the period commencing seven (7) days prior to and ending
seven (7) calendar days after the purchase or sale (or entry of an
order for the purchase or sale) of that Security or any related
Security for the account of any Client with respect to which such
person has been designated a Portfolio Manager or Associate
Portfolio Manager, unless the Client account receives at least as
good a price as the account of the Portfolio Manager or Associate
Portfolio Manager and the Compliance Officer determines under the
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circumstances that the Client account has not been adversely
affected (including with respect to the amount of such Security able
to be bought by the Client account) by the transaction for the
account of the Portfolio Manager or Associate Portfolio Manager.
(D) Short-term Trading
No Security or related Security may, within a 60 day period, be
bought and sold or sold and bought at a profit for any Access Person
Account if the Security or related Security was held at any time
during that period in any Client account.
(E) Exempt Transactions
Participation on an ongoing basis in an issuer's dividend
reinvestment or stock purchase plan, participation in any
transaction over which no Access Person had any direct or indirect
influence or control, involuntary transactions (such as mergers,
inheritances, gifts, etc.), and securities transactions processed
for an Access Person account which has been formed for the sole
purpose of product development are exempt from the restrictions set
forth in paragraphs (A) and (C) above without case by case
preclearance under paragraph (G) below:
(F) Permitted Exceptions
Purchases and sales of the following Securities for Access Person
Accounts are exempt from the restrictions set forth in paragraphs A,
C and D above if such purchases and sales comply with the
preclearance requirements of paragraph (G) below:
1. Non-convertible fixed income Securities rated at least "A";
2. Equity Securities of a class having a market capitalization in
excess of $1 billion;
3. Equity Securities of a class having a market capitalization in
excess of $500 million if the transaction in question and the
aggregate amount of such Securities and any related Securities
purchased and sold for the Access Person Account in question
during the preceding 60 days does not exceed or 100 shares;
4. Municipal Securities; and
5. Securities transactions effected for federal, state or local
income tax purposes that are identified to the Compliance
Officer at the time as being effected for such purposes.
In addition, the exercise of rights that were received pro rata with
other security holders is exempt if the preclearance procedures are
satisfied.
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(G) Pre-Clearance of Personal Securities Transactions
No Security may be bought or sold for an Access Person Account
unless (i) the Access Person obtains prior approval from the
Compliance Officer or, in the absence of the Compliance Officer,
from a designee of the Compliance Officer; (ii) the approved
transaction is completed on the same day approval is received; and
(iii) the Compliance Officer does not rescind such approval prior to
execution of the transaction (See paragraph I below for details of
the Pre-Clearance Process.)
(H) Private Placements
The Compliance Officer will not approve purchases or sale of
Securities that are not publicly traded, unless the Access Person
provides full details of the proposed transaction (including written
certification that the investment opportunity did not arise by
virtue of such person's activities on behalf of any Client) and the
Compliance Officer concludes, after consultation with one or more of
the relevant Portfolio Managers, that the Companies would have no
foreseeable interest in investing in such Security or any related
Security for the account of any Client.
(I) Pre-Clearance Process
1. No Security may be purchased or sold for any Access Person
Account unless the particular transaction has been approved in
writing by the Compliance Officer or, in his absence, a
designee of the Compliance Officer. The Compliance Officer
shall review not less frequently than weekly reports from the
trading desk (or, if applicable, confirmations from brokers)
to assure that all transactions effected for Access Person
Accounts are effected in compliance with this Code.
2. No Securities may be purchased or sold for any Access Person
Account other than through the trading desk of Southwest
Securities Inc., unless express permission is granted by the
Compliance Officer. Such permission may be granted only on the
condition that the third party broker supply the Compliance
Officer, on a timely basis, duplicate copies of confirmations
of all personal Securities transactions for such Access Person
in the accounts maintained with such third party broker and
copies of periodic statements for all such accounts.
3. A Trading Approval Form, attached as Exhibit B, must be
completed and submitted to the Compliance Officer for approval
prior to entry of an order.
4. After reviewing the proposed trade and the level of potential
investment interest on behalf of Clients in the Security in
question, the Compliance Officer shall approve (or disapprove)
a trading order on behalf of an Access Person as expeditiously
as possible. The Compliance Officer will
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generally approve transactions described in paragraph (F)
above unless the compliance Officer believes for any reason
that the Access Person Account should not trade in such
Security at such time.
5. Once an Access Person's Trading Approval Form is approved, the
form must be forwarded to the trading desk (or, if a third
party broker is permitted, to the Compliance Officer) for
execution on the same day. If the Access person's trading
order request is not approved, or is not executed on the same
day it is approved, the clearance lapses although such trading
order request may be resubmitted at a later date.
6. In the absence of the Compliance officer, an Access Person may
submit his or her Trading Approval Form to the CEO of Westwood
Management Corp.. Trading approval for the Compliance Officer
must be obtained from the CEO, and trading approval for the
CEO msut be obtained from the Compliance Officer. In no case
will the Trading Desk accept an order for an Access Person
Account unless it is accompanied by a signed Trading Approval
Form.
7. The Compliance Officer shall review all Trading Approval
Forms, all initial, quarterly and annual disclosure
certifications and the trading activities on behalf of all
Client accounts with a view to ensuring that all Covered
Persons are complying with the spirit as well as the detailed
requirements of this Code.
III. Other Investment-Related Restrictions
(A) Gifts
No Access person shall accept any gift or other item of more than
$100 in value from any person or entity that does business with or
on behalf of any Client.
(B) Service As A Director
No Access Person shall commence service on the Board of Directors of
a publicly traded company or any company in which any Client account
has an interest without prior authorization from the Compliance
Officer based upon a determination that the Board service would not
be inconsistent with the interests of the Clients.
IV. Report and Additional Compliance Procedures
(A) Every Covered Person, except independent directors of Affiliates of
the Companies, must submit a report (a form of which is appended as
Exhibit C) containing the information set forth in paragraph (B)
below with respect to transactions in any Security in which such
Covered Person has or by reason of such transactions acquires, any
direct or indirect beneficial ownership (as defined
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in Exhibit D) in the Security; and with respect to any account
established by the Covered Person in which any Securities were held
for the direct or indirect benefit of the covered Person; provided,
however, that:
1. A Covered Person who is required to make reports only because
he is a director of one of the Fund Clients and who is a
"disinterested" director thereof need not make a report with
respect to any transactions other than those where he knew or
should have known in the course of his duties as a director
that any Fund Client of which he is a director has made or
makes a purchase or sale of the same or a related Security
within 15 days before or after the purchase or sale of such
Security or related Security by such director.
2. A Covered Person need not make a report with respect to any
transactions effected for, and Securities held in, any account
over which such person does not have any direct or indirect
influence or control; and
3. A Covered Person will be deemed to have complied with the
requirements of this Article IV insofar as the Compliance
Officer receives in a timely fashion duplicate monthly or
quarterly brokerage statements on which all transactions
required to be reported hereunder are described.
(B) A Covered Person must submit the report required by this Article to
the Compliance Officer no later than 10 days after the end of the
calendar quarter in which the transaction or account to which the
report relates was effected or established, and the report must
contain the date that the report is submitted.
1. A report must contain the following information:
a. The date of the transaction, the title and number of
shares and the principal amount of each Security
involved;
b. The nature of the transaction (i.e., purchase, sale or
any other type of acquisition or disposition);
c. The price at which the transaction was effected; and
d. The name of the broker, dealer or bank with or through
whom the transaction was effected.
2. This report must contain the following information with
respect to accounts established:
a. The name of the broker, dealer or bank with whom the
account was established; and
b. The date the account was established.
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(C) Any report submitted to comply with the requirements of this Article
IV may contain a statement that the report shall not be construed as
an admission by the person making such report that he has any direct
or indirect benefit ownership in the Security to which the report
relates. A person need not make any report under this Article IV
with respect to transaction effected for, and Securities held in,
any account over which the person has no direct or indirect
influence or control.
(D) No later than 10 days after beginning employment with any of the
Companies or Affiliates or otherwise becoming a Covered Person, each
Covered Person (except for a "disinterested" director of the Fund
Client who is required to submit reports solely by reason of being
such a director) must submit a report containing the following
information:
1. The title, number of shares and principal amount of each
Security in which the Covered Person had any direct or
indirect beneficial ownership when the person became a Covered
Person;
2. The name of any broker, dealer or bank with whom the Covered
Person maintained an account in which any Securities were held
for the direct or indirect benefit of the Covered Person as of
the date the person became a Covered Person; and
3. The date that the report is submitted.
The form of such report is attached as Exhibit E.
(E) Annually each Covered Person must certify that he has read and
understood the Code and recognizes that he is subject to such Code.
In addition, annually each Covered Person must certify that he has
disclosed or reported all personal Securities transactions required
to be disclosed or reported under the Code and that he is not
subject to any regulatory disability described in the annual
certification form. Furthermore, each Covered Person (except for a
"disinterested" director of the Fund Client who is required to
submit reports solely by reason of being such a director) annually
must submit a report containing the following information (which
information must be current as of a date no more than 30 days before
the report is submitted):
1. The title, number of shares and principal amount of each
Security in which the Covered Person had any direct or
indirect beneficial ownership;
2. The name of any broker, dealer or bank with whom the Covered
Person maintains an account in which any Securities are held
for the direct or indirect benefit of the Covered Person; and
3. The date that the report is submitted.
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The form of such certification and report is attached as Exhibit F.
(F) At least annually (or quarterly in the case of Items 4 and 5 below),
each of the Companies that has a Fund Client or that provides
principal underwriting services for a Fund Client shall, together
with each Fund Client, furnish a written report tot ht Board of
Directors of the Fund Client that:
1. Describes any issues arising under the Code since the last
report.
2. Certifies that Companies have developed procedures concerning
Covered Persons' personal trading activities and reporting
requirements relevant to such Fund Clients that are reasonably
necessary to prevent violations of the Code;
3. Recommends changes, if any, to the Fund Clients' or the
Companies' Codes of Ethics or procedures;
4. Provided a summary of any material or substantive violations
of this Code by Covered Persons with respect to such Fund
Clients which occurred during the past quarter and the nature
of any remedial action taken; and
5. Describes any material or significant exceptions to any
provisions of this code of Ethics as determined under Article
VI below.
(G) The Compliance Officer shall notify each employee of any of the
Companies or Affiliates as to whether such person is considered to
be an Access Person or Covered Person and shall notify each other
that is considered to be an Access Person or Covered Person.
V. Sanctions
Upon discovering that a Covered Person has not complied with the
requirements of this Code, the Board of Directors of the relevant Company
or of the relevant Fund Client, whichever is most appropriate under the
circumstances, may impose on that person whatever sanctions the Board
deems appropriate, including, among other things, disgorgement of profit,
censure, suspension or termination of employment. Material violations of
requirements of this Code by employees of Covered Persons and any
sanctions imposed in connection therewith shall be reported not less
frequently than quarterly to the Board of Directors of any relevant
Company or Fund Client, as applicable.
VI. Exceptions
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The Compliance Committee of the Companies reserves the right to decide, on
a case-by-case basis, exceptions to any provisions under this Code. Any
exceptions made hereunder will be maintained in writing by the Compliance
Committee and presented to the Board of Directors of any relevant Fund
Client at its next scheduled meeting.
VII. Preservation of Documents
This Code, a copy of each report by a Covered Person, any written report
made hereunder by the Companies or the Compliance Officer, lists of all
persons required to make reports, a list of any exceptions, and the
reasons therefore, with respect to Article II.B, and any records under
Article II.G with respect to purchases pursuant to Article II.H above,
shall be preserved with the records of the relevant Company and any
relevant Fund Client for the period required by Rule 17j-1.
VIII. Other Laws, Rules and Statements of Policy
Nothing contained in this Code shall be interpreted as relieving any
Covered Person from acting in accordance with the provision of any
applicable law, rule or regulation or any other statement of policy or
procedure governing the conduct of such person adopted by the Companies,
the Affiliates or the Fund Clients.
IX. Future Information
If any person has any question with regard to the applicability of the
provisions of this Code generally or with regard to any Securities
transaction or transactions, he should consult the Compliance Officer.
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Exhibit A
LIST OF AFFILIATES OF THE COMPANIES
Southwest Securities, Inc.
Mydiscountbroker.com, Inc.
SW Capital Corporation
SWS Financial Services, Inc.
SWS Technologies Corporation
Westwood Trust
Gabelli Westwood Equity Fund
Gabelli Westwood Balanced Fund
Gabelli Westwood Cash Management Fund
Gabelli Westwood SmallCap Fund
Gabelli Westwood Realty Fund
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Exhibit B
PRE-CLEARANCE TRADING APPROVAL FORM
I, __________________________________________________(name), am an Access Person
and seek pre-clearance to engage in the transaction described below:
Acquisition or Disposition (circle one)
Name of Account: ______________________________________________
Account Number: ______________________________________________
Date of Request: ______________________________________________
Security: ______________________________________________
Amount or # of Shares: ______________________________________________
Broker: ______________________________________________
If the transaction involves a Security that is not publicly traded, a
description of proposed transaction, source of investment opportunity and any
potential conflicts of interest:
I hereby certify that, to the best of my knowledge, the transaction described
herein is not prohibited by the Code of Ethics and that the opportunity to
engage in the transaction did not arise by virtue of my activities on behalf of
any Client.
Signature: _________________________ Print Name: ________________________
Approved or Disapproved (circle one)
Date of Approval _____________________________
Signature:_________________________ Print Name:_________________________
Compliance Officer Approval:______________________________
If approval is granted, please forward this form to the trading desk (or if a
third party broker is permitted, to the Compliance Officer) for immediate
execution.
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Exhibit C
TRANSACTION REPORT
Report Submitted by: ________________________________________________
Print Your Name
This transaction report (the "Report") is submitted pursuant to Section IV(B) of
the Code of Ethics of the Companies and supplies information with respect to
transactions in any Security in which you may be deemed to have, or by reason of
such transaction acquire, any direct or indirect beneficial ownership interest,
and with respect to accounts established by you in which any Securities were
held for your direct or indirect benefit, for the period specified below. If you
were not employed by or affiliated with us during this entire period, amend the
dates specified below to cover your period of employment.
Unless the context otherwise requires, all terms used in the Report shall have
the same meaning as set forth in the Code of Ethics.
If you have no reportable transactions or new accounts, sign and return this
page only. If you have reportable transactions or new accounts, complete, sign
and return page 2 and any attachments.
I HAD NO REPORTABLE SECURITIES TRANSACTIONS DURING THE PERIOD
_____________________ THROUGH ______________________. I CERTIFY THAT I AM FULLY
FAMILIAR WITH THE CODE OF ETHICS AND THAT TO THE BEST OF MY KNOWLEDGE THE
INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
Signature: ___________________________________
Position: ___________________________________
Date: ___________________________________
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Page 2
TRANSACTION REPORT
Report Submitted by: __________________________________________________
Print Your Name
The following tables supply the information required by Section IV(B)
of the Code of Ethics for the period specified below. Transactions reported on
brokerage statements or duplicate confirmations actually received by the
Compliance Officer do not have to be listed although it is your responsibility
to make sure that such statements or confirmations are complete and have been
received in a timely fashion.
TRANSACTIONS
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<TABLE>
<CAPTION>
Whether Name of the
Purchase, Sale, Broker/Dealer
Short Sale, or with or through
Securities Other Type of Price Per whom the Nature of
(Name and Date of Disposition or Quantity of Share or Transaction Ownership of
Symbol) Transaction Acquisition Securities Other Unit was Effected Securities
------- ----------- ----------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
NEW ACCOUNTS ESTABLISHED
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<TABLE>
<CAPTION>
Name of Broker, Dealer or Bank Account Number Date Account Established
------------------------------ -------------- ------------------------
<S> <C> <C>
</TABLE>
To the extent specified above, I hereby disclaim beneficial ownership of any
security listed in this Report or in brokerage statements or transaction
confirmations provided by me.
I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT TO THE BEST
OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT FOR
THE PERIOD OF __________________________ THROUGH __________________________.
Signature: __________________________ Date: ____________________
Position: __________________________
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Exhibit D
BENEFICIAL OWNERSHIP
For purposes of the attached Code of Ethics, "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
and the rules and regulations thereunder, except the determination of direct or
indirect beneficial ownership shall apply to all securities that a Covered
Person has or acquires. The term "beneficial ownership" of securities would
include not only ownership of securities held by a Covered Person for his own
benefit, whether in bearer form or registered in his name or otherwise, but also
ownership of securities held for his benefit by other (regardless of whether or
how they are registered) such as custodians, brokers, executors, administrators,
or trustees (including trusts in which he has only a remainder interest), and
securities held for his account by pledges, securities owned by a partnership in
which he is a member if he may exercise a controlling influence over the
purchase, sale or voting of such securities, and securities owned by any
corporation or similar entity in which he owns securities if the shareholder is
a controlling shareholder of the entity and has or shares investment control
over the entity's portfolio.
Ordinarily, this term would not include securities held by executors or
administrators of estates in which a Covered Person is a legatee or beneficiary
unless there is a specified legacy to such person of such securities or such
person is the sole legatee or beneficiary and there are other assets in the
estate sufficient to pay debts ranking ahead of such legacy, or the securities
are held in the estate more than a year after the decedent's death.
Securities held in the name of another should be considered as "beneficially"
owned by a Covered Person where such person enjoys "financial benefits
substantially equivalent to ownership." The Securities and Exchange Commission
has said that although the final determination of beneficial ownership is a
question to be determined in the light of the facts of the particular case,
generally a person is regarded as the beneficial owner of securities held in the
name of his or her spouse and their minor children. Absent special circumstances
such relationship ordinarily results in such person obtaining financial benefits
substantially equivalent to ownership, e.q., application of the income derived
from such securities to maintain a common home, or to meet expenses that such
person otherwise would meet from other sources, or the ability to exercises a
controlling influence over the purchase, sale or voting of such securities.
A Covered Person also may be regarded as the beneficial owner of securities held
in the name of another person, if by reason of any contract, understanding,
relationship, agreement, or other agreement, he obtains therefrom financial
benefits substantially equivalent to those of ownership.
A Covered Person also may be regarded as the beneficial owner of securities held
in the name of a spouse, minor children or other person, even though he does not
obtain therefrom the aforementioned benefits of ownership, if he can vest or
revest title in himself at once or at some future time.
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Exhibit E
INITIAL HOLDINGS REPORT
Report submitted by:____________________________________________________________
Print Name
This initial holdings report (the "Report") is submitted pursuant to Section IV
(D) of the Code of Ethics of the Companies and supplies information with respect
to any Security in which you may be deemed to have any direct or indirect
beneficial ownership interest and any accounts established by you in which any
Securities were held for your direct or indirect benefit, as of the date you
became subject to the Code of Ethics.
Unless the context otherwise requires, all terms used in the Report shall have
the same meaning as set forth in the Code of Ethics.
If you have no reportable Securities or accounts, sign and return this page
only. If you have reportable Securities or accounts, complete, sign and return
Page 2 and any attachments.
I HAVE NO REPORTABLE SECURITIES OR ACCOUNTS AS OF ____________________. I
CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST
OF MY KNOWLEDGE, THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
Signature:______________________________
Position:_______________________________
Date: __________________________________
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Page 2
INITIAL HOLDINGS REPORT
Report submitted by:____________________________________________________________
Print Name
The Following tables supply the information required by Section IV (D) of the
Code of Ethics as of the date you became subject to the Code.
SECURITIES HOLDINGS
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<TABLE>
<CAPTION>
Name of Broker/Dealer Nature of Ownership of
Securities (Name and Symbol) Quantity of Securities Where Securities Are Held Securities
---------------------------- ---------------------- ------------------------- ----------
<S> <C> <C> <C>
</TABLE>
ACCOUNTS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name of Broker, Dealer or Bank Account Number
------------------------------ --------------
<S> <C>
</TABLE>
I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST
OF MY KNOWLEDGE, THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT AS
OF __________________________________________.
Signature:______________________________
Position:_______________________________
Date: __________________________________
Page 18 of 19
<PAGE>
Exhibit F
ANNUAL CERTIFICATION OF CODE OF ETHICS
A. I (a Covered Person) hereby certify that I have read and understand the
Code of Ethics dated February 15, 2000, and recognize that I am subject
to its provisions. In addition, I hereby certify that I have disclosed
or reported all personal Securities transactions required to be
disclosed or reported under the Code of Ethics;
B. Within the last ten years there have been no complaints or disciplinary
actions filed against me by any regulated securities or commodities
exchange, any self-regulatory securities or commodities organization,
any attorney general, or any governmental office or agency regulating
insurance securities, commodities or financial transactions in the
United States, in any state of the United States, or in any other
country;
C. I have not within the last ten years been convicted of or acknowledged
commission of any felony or misdemeanor arising out of my conduct as an
employee, salesperson, officer, director, insurance agent, broker,
dealer, underwriter, investment manager or investment advisor; and
D. I have not been denied permission or otherwise enjoined by order,
judgment or decree of any court of competent jurisdiction, regulated
securities or commodities exchange, self-regulatory securities or
commodities organization or other federal or state regulatory authority
from acting as an investment advisor, securities or commodities broker
or dealer, commodity pool operator or trading advisor, or as an
affiliated person or employee of any investment company, bank,
insurance company or commodity broker, dealer, pool operator or trading
advisor, or from engaging in or continuing any conduct or practice in
connection with any such activity or the purchase or sale of any
security.
E. Unless I am exempt from filing an Annual Holdings Report (as a
"disinterested" director of a Fund Client or an independent director of
an Affiliate. I have attached a completed Annual Holdings Report which
is accurate as of a date no more than 30 days ago.
Signature: ___________________________
Print Name: ___________________________
Date: ___________________________
Page 19 of 19
