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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.
FEBRUARY 15, 2000
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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, 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
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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.
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
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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 $l 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 the trading desk (or,
if applicable, confirmations
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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.
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
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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 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.
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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 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
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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.
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 l7j-l.
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
------------------------------------------------------------------------
Date
----------------------------------------------------------------------------
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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,
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
-------- ----------- ----------- --------- ------------- ------------ ----------
<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 _____________________________________
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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.
S-17
<PAGE> 18
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
----------------------------------------------------------------
S-18
<PAGE> 19
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 Where Nature of Ownership of
Securities (Name and Symbol) Quantity of Securities 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
-------------------------------
S-19
<PAGE> 20
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:
--------------------------------------
S-20
<PAGE> 21
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 of
Securities (Name and Symbol) Quantity of Securities Securities Are Held Securities
---------------------------- ---------------------- ------------------- ----------
<S> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
ACCOUNTS
----------------------------------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Account Number
----------------------------- --------------
<S> <C>
</TABLE>
Signature Date
------------------------------ -----------------
Position
-------------------------------
S-21
