<PAGE>
CODE OF ETHICS
THE DJG VALUE EQUITY FUND, INC.
I INTRODUCTION
This Code of Ethics is intended to fulfill the firm's obligations as
investment adviser to the DJG Value Equity Fund, Inc. by setting forth
guidelines for those persons deemed to be advisory or access persons to prevent
them from engaging in any act, practice or course of business prohibited by
paragraph (a) of Rule 17j-1 (the "Rule") under the Investment Company Act of
1940, as amended. This Code of Ethics is required by paragraph (b) of the Rule.
II DEFINITIONS
In order to understand how this Code of Ethics applies to particular
persons and transactions, familiarity with the key terms and concepts used in
this Code of Ethics is necessary. Those key terms and concepts are:
1. "Fund" means the DJG Value Equity Fund, Inc.
2. "Company" means David J. Greene & Company, the Adviser to the Fund.
3. "Access person" means any partner or advisory person of the
Company.
4. "Advisory person" means (a) any employee of the Company or of any
company in a control relationship to the Company, who, in connection
with his or her regular functions or duties, makes, participates in,
or obtains information regarding the purchase or sale of a security
by the Company, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and (b) any
natural person in a control relationship to the Company who obtains
information concerning recommendations made to the Company with
regard to the purchase or sale of a security.
5. "Beneficial ownership" has the meaning set forth in Rule 16a-1 (a)
of the Securities Exchange Act of 1934, as amended. The
determination of direct or indirect beneficial ownership shall apply
to all securities which an access person has or acquires.
6. "Control" has the meaning set forth in Section 2(a) (9) of the
Investment Company Act of 1940, as amended.
7. "Independent director" means a director of the Fund who is not an
"interested person" of the Company within the meaning of Section (a)
(19) of the Investment Company Act of 1940, as amended.
<PAGE>
8. "Purchase or sale of a security" includes, among other things, the
writing of an option to purchase or sell a security.
9. "Security" has the meaning set forth in Section 2(a) (36) of the
Investment Company Act of 1940, as amended, except that it shall not
include securities issued or guaranteed as to principal or interest
by the Government of the United States or by a person controlled or
supervised by and acting as an instrumentality of the Government of
the United States pursuant to authority granted by the Congress of
the United States, certificates of deposit for any such securities
banker's acceptance, bank certificates of deposit, commercial paper,
other money market instruments and shares of registered open-end
investment companies. For purposes of the foregoing definition, the
term "money market instruments" shall mean instruments that satisfy
the credit quality and maturity requirements of Rule 2a-7 under the
Investment Company Act of 1940, as amended, other than any
instruments which are illiquid or not widely traded in efficient
markets.
III AGGREGATION OF ORDERS - CONDITIONS
In accordance with guidance from the Securities and Exchange Commission
("SEC") in the SMC Capital no-action letter of September 5, 1995, the Advisor
will aggregate orders for the Company with those for its other advisory and
proprietary accounts in compliance with Section 17(d) of the Investment Company
Act of 1940 so that each such account, including the Company, participates on
terms no less advantageous than those of other participants. To comply with this
stated policy, the following conditions will apply to orders that are aggregated
by the Adviser:
1. This policy for the aggregation of transactions is fully disclosed in
the Adviser's Form ADV, and is separately disclosed to the Adviser's
existing clients and broker-dealers through which such orders are
placed.
2. The Advisor will not aggregate transactions unless it believes that
aggregation is consistent with its duty to seek best execution (which
includes the duty to seek best price) for its accounts, including the
Company, and is consistent with the terms of the Adviser's investment
advisory agreement with each client which trades will be the
aggregated.
3. No advisory account will be favored over any other account; each
account that participates in an aggregated order will participate at
the average share price for all the Adviser's transaction in that
security on a given business day, with any transaction costs, other
than commission charges, shared pro based each account's participation
in the transaction;
4. The Adviser will prepare a written statement (the "Allocation
Statement") specifying the participating client accounts and how it
intends to allocate the order among those accounts before entering an
aggregated order. The adviser will maintain the Allocation Statement
and written statements explaining any deviations from the Allocation
Statements as a part of its books and records.
<PAGE>
5. If the aggregated order is filled in its entirety, it will be allocated
among accounts in accordance with the Allocation Statement.
6. Notwithstanding the foregoing, the order may be allocated on a basis
different from that specified in the Allocation Statement if all
accounts receive fair and equitable treatment and the reason for the
different allocation is explained in writing and is approved in writing
by the Adviser's compliance officer no later than one hour after the
opening of the markets on the trading day following the day the order
was executed.
7. The Adviser's books and records will separately reflect, for each
account the orders of which are aggregated, the securities held by, and
bought and sold for, that account.
8. Funds and securities of accounts whose orders are aggregated are
deposited with one more banks or brokers-dealers, and neither the
accounts' cash nor their securities will be held collectively any
longer than is necessary to settle the purchase or sale in question on
a delivery versus payment basis. No cash or securities will be held
collectively for accounts by the Adviser.
9. The Adviser will receive no additional compensation or remuneration of
any kind as a result of the any aggregation of transactions.
10. Individual investment advice and treatment will be accorded each
advisory account, including the Company.
IV REPORTING
1. Subject to the provision of paragraph 2 below, every access person
shall report to the Company the information described in paragraph 3 below with
respect to transactions in any security in which the access person has, or by
reason of the transaction acquires, any direct or indirect beneficial ownership
in the security.
2. (a) An access person is not required to make a report with respect
to any transaction effected for any account over which the access person does
not have any direct or indirect influence.
3. To fulfill the reporting requirements, each Advisory person shall
cause a duplicate copy of all confirms and monthly brokerage statements for
themselves and those in their immediate family to be sent to the Compliance
Director of the Company, which shall contain the following information:
(a) The date of the transaction, the title and the 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);
<PAGE>
(c) The price at which the transactions was effected; and
(d) The name of the broker, the dealer or bank with or through
whom the transaction was effected.
4. Any report may contain a statement that the report shall not be
constructed as an admission by the person making the report that the person has
any direct or indirect beneficial ownership in the security to which the report
relates.
5. The Compliance Director shall report on a quarterly basis on his
review of all such activity to the Fund's Board of Directors.
V CONFIDENTIALITY
No access person shall reveal to any other person (except in the normal
course of his or her duties on behalf of the Company) any information regarding
securities transactions by the Company or consideration by the Company or the
Adviser of any such securities transaction.
All information obtained from any access person hereunder shall be kept
in strict confidence, except that reports of securities transactions hereunder
will be made available to the Securities and Exchange Commission or any other
regulatory or self-regulatory organization to the extent required by law or
regulation.
VI SANCTIONS
Upon discovering a violation of the Code of Ethics, the Compliance
Director may recommend to the Executive Committee of the Company to impose any
sanctions it deems appropriate, including a letter of censure or suspension or
termination of employment of the violator. A written record will be maintained
of any such recommendations by the Compliance Director.
