<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>codethic.txt
<DESCRIPTION>EX. 99(Q)
<TEXT>
                                 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 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 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.

            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

            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";

            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 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.

            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 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 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:

            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.

            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 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.

<PAGE>


                                                                     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.



<PAGE>

                                                                      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.

<PAGE>
                                                                     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>

                                                                       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                        Price per Share    with or through Whom      Nature of
 (Name             Date of          Disposition or        Quantity of     or Other Unit        the Transaction         Ownership of
and 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>



* 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.
</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
FOR THE PERIOD OF __________________ THROUGH ____________________.


Signature:                              Print Name:
          ----------------------------             -----------------------------

Position
         -----------------------------------------------------


<PAGE>

                                                                      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>


                                                                     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>

                                                                        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
         -----------------------------------------------------

<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:
              --------------------------------------------------------------

Date:
              ---------------------------------------------------------------

<PAGE>

                                                                        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
         -----------------------------------------------------

</TEXT>
</DOCUMENT>
