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EXHIBIT R
SECTION S
CODE OF ETHICS
Gabelli Funds, LLC
GAMCO Investors, Inc.
Gabelli & Company, Inc.
Gabelli Advisers, Inc.
Gabelli Fixed Income LLC
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.
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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 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. With respect to all of the Companies, Affiliates and Fund
Clients except Gabelli & Company, Inc., 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 and independent
directors of the Companies (excluding Gabelli & Company,
Inc.), Gabelli Asset Management Inc., and Gabelli Group
Capital Partners, Inc., for example, are excluded from
coverage under this item.
4. With respect to all of the Companies and Fund Clients except
Gabelli & Company, Inc., 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 the Companies (excluding Gabelli &
Company, Inc.) and 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
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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
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 Persons 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 any single 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, Inc. 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 principally responsible
for investment decisions with respect to any Client
accounts.
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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.
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 a
futures, forward or swap contract entered into with respect
to one or more securities, a basket 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, 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
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No Security or related Security may be acquired in an initial
public offering for any Access Person Account.
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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 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 and involuntary transactions (such
as mergers, inheritances, gifts, etc.) 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
pre-clearance 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
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Access Person Account in question during the preceding 60
days does not exceed 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 pre-clearance
procedures are satisfied.
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 the general counsel of Gabelli Asset Management Inc.; (ii)
the approved transaction is completed on the same day approval is
received; and (iii) the Compliance Officer or the general counsel
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 Securities 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, the
general counsel of Gabelli Asset Management Inc. 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 Gabelli &
Company, Inc., unless express permission is granted by the
Compliance Officer. Such
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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, the level of potential
investment interest on behalf of Clients in the Security in
question and the Companies' restricted lists, the Compliance
Officer shall approve (or disapprove) a trading order on
behalf of an Access Person as expeditiously as possible. The
Compliance Officer will generally approve transactions
described in paragraph (F) above unless the Security in
question or a related security is on the Restricted List or
the Compliance Officer believes for any other 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 maybe 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 general
counsel of Gabelli Asset Management Inc. Trading approval
for the Compliance Officer must be obtained from the general
counsel, and trading approval for the general counsel must
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. The Compliance Officer
will review all transactions in the market making accounts
of Gabelli & Company, Inc. and the error accounts of the
Companies and the Affiliates in order to ensure that such
transactions are bona fide market making or error
transactions or are conducted in accordance with the
requirements of this Article II.
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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 Committee based upon a determination that the Board
service would not be inconsistent with the interests of the
Clients. The Compliance Committee shall include the senior
Compliance Officer of Gabelli Asset Management Inc., the general
counsel of Gabelli Asset Management Inc. and at least two of the
senior executives from among the Companies.
IV. REPORTS 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
transaction acquires, any direct or indirect beneficial
ownership (as defined 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
transaction 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
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fashion duplicate monthly or quarterly brokerage statements
or transaction confirmations 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. This report must contain the following information with
respect to transactions:
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.
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 beneficial ownership in the
Security to which the report relates. A person need not make any
report under this Article IV with respect to transactions
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, or an "independent" director of the Companies
(other than Gabelli & Company, Inc.), or Gabelli Asset
Management Inc. or Gabelli Group Capital Partners, Inc. who is
required to submit reports solely by reason of being such a
director) must submit a report containing the following
information:
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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 or an "independent" director of any of the Companies
(other than Gabelli & Company, Inc.), Gabelli Asset Management
Inc. or Gabelli Group Capital Partners, Inc. 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.
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 to the
Board of Directors of the Fund Client that:
1. Describes any issues arising under the Code since the last
report.
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2. Certifies that the 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. Provides 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 person 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
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 therefor, with respect to Article II.B, and any records under
Article II.G with respect to purchases pursuant to Article II.H above,
shall
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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. FURTHER 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
ALCE Partners, L.P.
Darien Associates LLC
Gabelli Asset Management Inc.
Gabelli Associates Fund
Gabelli Associates Limited
Gabelli Fixed Income Distributors
Gabelli Fixed Income, Inc.
Gabelli Global Partners, L.P.
Gabelli Global Partners, Ltd.
Gabelli International Gold Fund Limited
Gabelli International Limited
Gabelli International II Limited
Gabelli International Securities Limited
Gabelli Multimedia Partners, L.P.
Gabelli Performance Partnership L.P.
Gabelli Securities, Inc.
Gemini Capital Management Ltd.
GLI, Inc.
Gabelli Group Capital Partners, Inc.
Gabelli Global Partners, L.P.
Gabelli Global Partners, Ltd.
Gabelli European Partners, Ltd.
Gabelli Fund, LDC
MJG Associates, Inc.
New Century Capital Partners, L.P.
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EXHIBIT B
PRE-CLEARANCE TRADING APPROVAL FORM
I, ______________________________________ (name), am an Access Person or
authorized officer thereof and seek pre-clearance to engage in the transaction
described below for the benefit of myself or another Access Person:
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:
------------------------------------- -------------------
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 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 or affiliation.
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 OR ACCOUNTS ESTABLISHED 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
--------------------------------------------------------------------------
<PAGE> 17
Page 2
TRANSACTION REPORT
Report submitted by:
-----------------------------------------------------------
Print 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.
<TABLE>
<CAPTION>
TRANSACTIONS
-----------------------------------------------------------------------------------------------------------------
Whether Purchase, Name of
Sale, Short Sale Broker/Dealer with Nature of
Securities or Other Type of Price per or through Whom Ownership
(Name and Date of Disposition or Quantity of Share or the Transaction of
Symbol) Transaction Acquisition Securities Other Unit was Effected Securities
------- ----------- ----------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
NEW ACCOUNTS ESTABLISHED
-------------------------------------------------------------------------------------------------
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
securities listed in this Report or 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 IN THIS REPORT IS TRUE AND CORRECT FOR THE
PERIOD OF THROUGH .
Signature Date
--------------------------------- ------------------------
Position
------------------------------------------
<PAGE> 18
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 be 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 others (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 of voting of such securities, and securities owned by any
corporation or similar entry in which he owns securities if the shareholder is a
control-ling 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 in 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.g., 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 is 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.
<PAGE> 19
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
---------------------------------------------------------------------------
<PAGE> 20
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.
<TABLE>
<CAPTION>
SECURITIES HOLDINGS
---------------------------------------------------------------------------------------------------------
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>
<TABLE>
<CAPTION>
ACCOUNTS
---------------------------------------------------------------------------------------------------------
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 IN THIS REPORT IS TRUE AND CORRECT AS OF
__________________________________.
Signature Date
-------------------------------- ----------------------
Position
---------------------------------
<PAGE> 21
EXHIBIT F
ANNUAL CERTIFICATION OF CODE OF ETHICS
A. I (a Covered Person) hereby certify that I have read and understood 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.
Print Name:
----------------------------------------------------------
Signature:
----------------------------------------------------------
Date:
----------------------------------------------------------
<PAGE> 22
Page 2
ANNUAL HOLDINGS REPORT
Report submitted by:
----------------------------------------------------------
Print Name
The following tables supply the information required by Section IV (E) of the
Code of Ethics as of a date no more than 30 days before this report is
submitted. If you have no reportable Securities holdings or accounts, write
"None" in the space provided.
<TABLE>
<CAPTION>
SECURITIES HOLDINGS
------------------------------------------------------------------------------------------------------------------
Name of Broker/Dealer Where Nature of Ownership
Securities (Name and Symbol) Quantity of Securities Securities Are Held of Securities
----------------------------- ---------------------- ------------------- -------------
<S> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
ACCOUNTS
-----------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Account Number
------------------------------ --------------
<S> <C>
</TABLE>
Signature Date
-------------------------------- --------------------------
Position
---------------------------------
