EXHIBIT P
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.
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
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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,
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 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
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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.
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
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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.
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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
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";
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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 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
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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 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.
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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.
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
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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 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
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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 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 to the Board of Directors of the Fund Client that:
1. Describes any issues arising under the Code since the
last report.
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
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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 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 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. and its subsidiaries
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___________________________________________________________
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Date___________________________________________________________
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.
TRANSACTIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
WHETHER PURCHASE,
SALE, SHORT SALE OR NAME OF BROKER/DEALER
SECURITIES OTHER TYPE OF WITH OR THROUGH WHOM NATURE OF
(NAME AND DATE OF DISPOSITION OR QUANTITY OF PRICE PER SHARE THE TRANSACTION OWNERSHIP OF
SYMBOL) TRANSACTION ACQUISITION SECURITIES OR OTHER UNIT WAS EFFECTED SECURITIES
------- ----------- ----------- ---------- ------------- ------------ ----------
</TABLE>
NEW ACCOUNTS ESTABLISHED
--------------------------------------------------------------------------------
NAME OF BROKER, DEALER OR BANK ACCOUNT NUMBER DATE ACCOUNT ESTABLISHED
* 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 _____________.
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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 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.
87
<PAGE>
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___________________________________________________________________________
88
<PAGE>
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
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NAME OF BROKER/DEALER WHERE NATURE OF OWNERSHIP OF
SECURITIES (NAME AND SYMBOL) QUANTITY OF SECURITIES SECURITIES ARE HELD SECURITIES
</TABLE>
ACCOUNTS
--------------------------------------------------------------------------------
NAME OF BROKER, DEALER OR BANK ACCOUNT NUMBER
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_________________________________
89
<PAGE>
Position_________________________________________
90
<PAGE>
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:_____________________________________________________________________
91
<PAGE>
Date:____________________________________________________________________
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
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NAME OF BROKER/DEALER WHERE NATURE OF OWNERSHIP
SECURITIES (NAME AND SYMBOL) QUANTITY OF SECURITIES SECURITIES ARE HELD OF SECURITIES
---------------------------- ---------------------- ------------------- -------------
</TABLE>
ACCOUNTS
-------------------------------------------------------------------------------
NAME OF BROKER, DEALER OR BANK ACCOUNT NUMBER
Signature_____________________________________________Date_____________________
Position______________________________________________
92
