<DOCUMENT>
<TYPE>EX-99.R.3
<SEQUENCE>19
<FILENAME>y93068a1exv99wrw3.txt
<DESCRIPTION>CODE OF ETHICS
<TEXT>
<PAGE>

                                                               EXHIBIT (2)(r)(3)

                  DEUTSCHE ASSET MANAGEMENT INTERNATIONAL GMBH
                   DWS INTERNATIONAL PORTFOLIO MANAGEMENT GMBH

                         CODE OF ETHICS AND STATEMENT OF
                         POLICY AND PROCEDURES REGARDING
                        PERSONAL SECURITIES TRANSACTIONS

1.       PURPOSES

         (a)      As a registered investment adviser and a fiduciary, Deutsche
Asset Management International GmbH ("DeAM(i)") and DWS International Portfolio
Management ("DWSIPM") owe an undivided duty of loyalty to the investment
companies (i.e., funds) and other persons or entities for which DeAM(i)/DWSIPM
serves as investment manager or adviser ("Clients"). DeAM(i)/DWSIPM must avoid
even the appearance of a conflict that may compromise the trust Clients have
placed in DeAM(i) /DWSIPM and must insist on strict adherence to fiduciary
standards and compliance with all applicable U.S. federal and state securities
laws. Adherence to this Code of Ethics and Statement of Policy and Procedures
Regarding Personal Securities Transactions (the "Code and Statement") is a
condition of service with DeAM(i)/DWSIPM.

         (b)      The Code and Statement is intended to comply with Rule 17j-1
under the U.S. Investment Company Act of 1940, as amended (the "Investment
Company Act"), which requires DeAM(i)/DWSIPM to adopt a code of ethics
containing provisions reasonably necessary to prevent specified individuals from
engaging in certain conduct. Under Rule 17j-1(b), certain conduct by (i)
affiliated persons of investment companies managed or advised by DeAM(i)/DWSIPM,
(ii) DeAM(i)/DWSIPM itself as adviser of these companies, (iii) affiliated
persons of DeAM(i)/DWSIPM, (iv) the principal underwriter of the investment
companies and (v) affiliated persons of their principal underwriter, with
respect to purchases or sales of Securities Held or to be Acquired by a Client
that is an investment company is prohibited. DeAM(i) /DWSIPM understands that
each such investment company has adopted its own code of ethics. As set forth in
Section 3 below, this Code and Statement applies to all employees and other
Access Persons of DeAM(i) /DWSIPM. The Code and Statement is also intended to
comply with the provisions of Rule 204-2 under the U.S. Investment Advisers Act
of 1940, as amended (the "Advisers Act"), which requires DeAM(i)/DWSIPM to
maintain records of Securities transactions in Personal Accounts of certain of
its personnel. Access Persons are reminded that in addition to this Code and
Statement, their activities are subject to other applicable compliance policies
of DeAM(i)/DWSIPM.

         (c)      This Code and Statement is intended to ensure that the
personal securities transactions of persons subject thereto are conducted in
accordance with the following principles:

                  (i)      A duty at all times to place first the interests of
         Clients;

                  (ii)     The requirement that all personal securities
         transactions be conducted consistent with this Code and Statement and
         in such a manner as to avoid any actual or potential conflict

<PAGE>

         of interest or any abuse of an individual's responsibility and position
         of trust; and

                  (iii)    The fundamental standard that DeAM(i)/DWSIPM
         personnel not take inappropriate advantage of their positions.

         (d)      In addition to the specific prohibitions on certain personal
Securities transactions as set forth below, all Access Persons are prohibited,
in connection with the Purchase or Sale, directly or indirectly, by such persons
of a Security Held or to be Acquired by a Client, from:

                  (i)      Employing any device, scheme or artifice to defraud
         any Client;

                  (ii)     Making to any Client any untrue statement of a
         material fact or omitting to state to such Client a material fact
         necessary in order to make the statements made, in light of the
         circumstances under which they are made, not misleading;

                  (iii)    Engaging in any act, practice or course of business
         which operates or would or rate as a fraud or deceit upon any Client;

                  (iv)     Engaging in any manipulative practice with respect to
         any Client; or

                  (v)      Revealing to any other person (except in the normal
         course of his or her duties on behalf of a Client) any information
         regarding Securities transactions by any Client or the consideration by
         any Client or DeAM(i)/DWSIPM of any such Securities transactions.

2.       DEFINITIONS

         The following definitions apply for purposes of the Code and Statement
in addition to the definitions contained elsewhere herein.

         (a)      "Access Person" means any director, officer or Advisory Person
of DeAM(i)/DWSIPM and any other personnel so designated by the Compliance
Officer because of their asset management responsibilities or frequent
interactions with Access Persons.

         (b)      "Advisory Person" means: (i) any employee of DeAM(i) /DWSIPM
or an employee of any company (such as Deutsche Bank AG) in a Control
Relationship to DeAM(i)/DWSIPM who, in connection with his or her regular
functions or duties, makes, participates in, or obtains information regarding
the purchase or sale of Covered Securities by a Client, or whose functions
relate to the making of any recommendations with respect to the purchases or
sales; and (ii) any natural person in a Control Relationship to DeAM(i)/DWSIPM
who obtains information concerning recommendations made to a Client with regard
to the purchase or sale of Covered Securities by the Client.

         (c)      A Security is "being considered for purchase or sale" when a
recommendation to purchase or sell a Security has been made and

                                      -2-
<PAGE>

communicated, and with respect to the person making the recommendation, when
such person seriously considers making such a recommendation.

         (d)      "Beneficial Ownership" includes ownership by any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares a direct or indirect pecuniary interest
in a Security.

         (e)      "Client" has the meaning defined in Section 1(a) of this Code.

         (f)      "Compliance Officer" refers to DeAM(i)'s/DWSIPM<180>s
Compliance Officer.

         (g)      "Control" shall have the same meaning as set forth in Section
2(a)(9) of the Investment Company Act. Under that Section, beneficial ownership
of over 25% of the voting securities of a company constitutes Control of that
company until such time (if ever) as the U.S. Securities and Exchange Commission
conducts an administrative proceeding and issues an order to the contrary.

         (h)      "Control Relationship" means Controlling, Controllable by or
under common Control with.

         (i)      "Covered Security" means a security as defined in Section
2(a)(36) of the Investment Company Act, except that it does not include: (i)
direct obligations of the Government of the United States; (ii) bankers'
acceptances, bank certificates of deposit, commercial paper and high quality
short-term debt instruments, including repurchase agreements; and (iii) shares
issued by open-end investment companies registered under the Investment Company
Act.

         (j)      "Investment Personnel" means (i) any employee of DeAM(i)
/DWSIPM or any employee of a company (such as Deutsche Bank AG) in a Control
Relationship to DeAM(i)/DWSIPM who, in connection with his or her regular
functions or duties, makes or participates in making recommendations regarding
the purchase or sale of Securities by a Client; and (ii) any natural person who
Controls DeAM(i)/DWSIPM and who obtains information concerning recommendations
made to the relevant Client regarding the purchase or sale of Securities by that
Client.

         (k)      "Initial Public Offering" or "IPO" includes IPOs that do not
involve any offer in the United States.

         (l)      "Personal Account" refers to the following types of accounts
that hold Securities (i) a brokerage or bank account of an individual subject to
this Code and Statement; (ii) a brokerage or bank account (except a client
account) in which such individual has investment discretion or control; and
(iii) a brokerage or bank account in which such individual otherwise has a
beneficial interest (i.e. shares in the profits even if there is no influence on
voting or disposition of the Securities). DeAM(i)/DWSIPM has concluded that an
individual does not have beneficial ownership of an account of such individual's
spouse, minor child or other person sharing the same household as such
individual (a "Family Member Independent Account") if such individual does not
have any investment discretion or control of the account and does not share in
the profits of the account. The

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<PAGE>

Compliance Officer is authorized to make inquiry into any particular
individual's situation and determine that a Family Member Independent Account
shall be treated as a Personal Account for purposes of this Code and Statement.

         (m)      "Purchase or Sale" of a Security or a Covered Security
includes, among other things, the writing or purchase of an option to purchase
or sell a Security or a Covered Security.

         (n)      "Security" also includes derivatives, commodities, options or
forward contracts.

         (o)      "Security Held or to be Acquired by a Client" means: (i) any
Covered Security which, within the most recent 15 days, (A) is or has been held
by a Client or (B) is being or has been considered by DeAM(i)/DWSIPM for
purchase by a Client; and (ii) any option to purchase or sell, and any security
convertible into or exchangeable for, a Covered Security described in the
foregoing clause (i).

3.       APPLICATION

         (a)      This Code and Statement applies to all Access Persons.

         (b)      DeAM(i)/DWSIPM will provide all Access Persons with a copy of
this Code and Statement.

4.       EXEMPTED TRANSACTIONS

         The reporting requirements of Section 6 of this Code shall not apply
to:

         (a)      Purchases or Sales of Covered Securities effected in any
account over which the Access Person has no direct or indirect influence or
Control;

         (b)      Purchases or Sales of Covered Securities which are involuntary
on the part of either the Access Person or the Client (e.g., if a debtor fails
to redeem a debt and the creditor to whom the securities were pledged forces the
debtor to sell the securities), subject to the provisions of Section 5 of this
Code.

         (c)      Purchases of Covered Securities which are either: made solely
with the dividend proceeds received in a dividend reinvestment plan; or part of
an automatic payroll deduction plan, whereby an Access Person purchases
Securities issued by an employer.

         (d)      Purchases of Covered Securities effected upon the exercise of
rights issued by an issuer pro rata to all holders of a class of its Securities,
to the extent such rights were acquired from such issuer, and any sales of such
rights so acquired.

         (e)      Purchases or Sales of Covered Securities which are not
eligible for purchase or sale by a Client.


5.       PROHIBITED PURCHASES AND SALES

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<PAGE>

         (a)      BASIC PRINCIPLE.

         In effecting transactions for its Access Persons, they will be treated
no more favorably than Clients, except in the particular instances dealt with in
this Code and Statement. Transactions for Access Persons may not conflict with
the interests of Clients or DeAM(i)/DWSIPM. In the event of conflict of
interests, the interests of Clients and of DeAM(i)/DWSIPM take precedence.
Access Persons should refrain from transactions which make a dubious impression
or which could damage the credibility of DeAM(i)/DWSIPM or its Access Persons.
No Access Person shall recommend any transaction in Covered Securities by a
Client without having disclosed his or her interest, if any, in such Covered
Securities or the issuer thereof, including without limitation (i) his or her
direct or indirect ownership in a Personal Account of any Securities of such
issuer, (ii) any contemplated transaction by such person in such Securities,
(iii) any position with such issuer or its affiliates and (iv) any present or
proposed business relationship between such issuer or its affiliates, on the one
hand, and such person or any party in which such person has a significant
interest, on the other; provided, however, that in the event the interest of
such Access Person in such securities or issuer is not material to his or her
personal net worth and any contemplated transaction by such person in such
securities cannot reasonably be expected to have a material adverse effect on
any such transaction by the Client or on the market for the securities
generally, such Access Person shall not be required to disclose his or her
interest in the securities or issuer thereof in connection with any such
recommendation.

         (b)      FRONT-RUNNING.

         Personal Account transactions in the relevant securities/deriv-atives
may not be executed either before (if the Access Person has knowledge that
Securities/derivatives are being considered for purchase or sale) or during the
execution of (an) external or internal order(s) in such Securities/derivatives
with a view to gaining advantages from price changes which may result from
execution of the said order(s).

         (c)      PERSONAL ACCOUNT TRANSACTIONS/PROHIBITIONS WITH RESERVED RIGHT
                  OF PERMISSION.

         Personal Account transactions in Securities/derivatives which are on
the restricted list are prohibited unless approved in advance by the Compliance
Officer who may give permission on a case-by-case basis.

         (d)      ACCESS PERSON TRANSACTIONS AS AN INSTRUMENT OF PORTFOLIO
                  INVESTMENT

         It is prohibited for Access Persons to engage in transactions involving
frequent buying and selling purely for the purpose of gaining advantages from
short-term price fluctuations. Access Persons should also refrain from deals
which are disproportionate to their income or assets.

         No Access Person shall engage in any naked short sale of a Security.

                                      -5-
<PAGE>

         (e)      INITIAL PUBLIC OFFERINGS

         All Investment Personnel must obtain approval from the Compliance
Officer before directly or indirectly acquiring in any of their Personal
Accounts any Securities in an Initial Public Offering.

         Approved purchases of Securities of an IPO must be routed for execution
via a Deutsche Bank AG account through the respective account/safe-custody
account section. Multiple subscriptions through different sections/departments
of Deutsche Bank AG are not permissible. If allotments have to be reduced, the
respective divisional management or an office nominated by management decides in
agreement with Compliance (Head office) on the nature and form of allotment to
Access Persons or to third parties for whom the Access Person is acting. In the
allotment Access Persons are not to receive preferential treatment vis-a-vis
Deutsche Bank AG customers.

         (f)      PRIVATE PLACEMENT

         Purchases of Securities in a private placement (whether of a public or
private company) are not permissible.

         (g)      MANDATES

         Access Persons shall not serve on the boards of directors of any public
company, absent express prior authorization from the managing director of
DeAM(i) in charge of compliance (or his or her designee).

         (h)      GIFTS

         Access Persons shall not receive any gift, favor, preferential
treatment, valuable consideration or other thing of more than a de minimis value
in any year from a person or entity from, to or through whom a Client purchases
or sells Securities, or an issuer of Securities.

6.       REPORTING

         (a)      Every Access Person shall report to the Compliance Officer the
information described in Section 6(b) of this Code with respect to holdings and
transactions (other than personal transactions in Securities exempted under
Section 4 of this Code and Statement) in any Security in any Personal Account of
the Access Person.

         (b)      Every report required by Section 6(a) and shall be made (x) no
later than 10 days after a person becomes an Access Person ("Initial Holdings
Report"), (y) no later than 10 days after the end of a calendar quarter
("Quarterly Transaction Report") and (z) annually ("Annual Holdings Report"),
and shall contain the following information:

                  (i)      in the case of the Initial Holdings Report: (A) the
         title, number of shares and principal amount of each Covered Security
         in each Personal Account of the Access Person when the person became an
         Access Person; (B) the name of each broker, dealer or bank with whom
         the Access Person maintained such Personal Account as of the date the
         person become an Access

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         Person; and (C) the date that the report is submitted by the Access
         Person.

                  (ii)     in the case of a Quarterly Transaction Report: (A)
         with respect to any transaction during the quarter in a Covered
         Security in a Personal Account of the Access Person, (1) the date of
         the transaction, the title, the interest rate and maturity date (if
         applicable), the number of shares and the principal amount of each
         Covered Security involved, (2) the nature of the transaction (i.e.,
         purchase, sale or any other type of acquisition or disposition), (3)
         the price of the Covered Security at which the transaction was
         effected, (4) the name of the broker, dealer or bank with or through
         which the transaction was effected and (5) the date that the report is
         submitted by the Access Person; and (B) with respect to establishment
         of any Personal Account by the Access Person, (1) the name of the
         broker, dealer or bank with whom the Access Person established the
         account, (2) the date the account was established and (3) the date that
         the report is submitted by the Access Person.

                  (iii)    in the case of each Annual Holdings Report: (A) the
         title, number of shares and principal amount of each Covered Security
         in each Personal Account of the Access Person; (B) the name of each
         broker, dealer or bank with whom the Access Person maintains such
         Personal Account; and (C) the date that the report is submitted by the
         Access Person.

         Any such report 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.

         (The daily report which is automatically generated by the EDP system
         shall be deemed to comply with clause (ii) of this Section 6(b))

         (c)      The Compliance Officer shall maintain the reports required by
paragraph (a) above and such other records, if any, as are required by Rule
17j-1 under the Investment Company Act and Rule 204-2 under the Advisers Act.
All reports furnished pursuant to this Section will be kept confidential,
subject to the rights of inspection by the Compliance Officer and by other third
parties pursuant to applicable law.

         (d)      The Compliance Officer shall at least annually submit a
written a report to the board of directors or trustees of each Client that is an
SEC-registered investment company a written report that:

                  (i)      describes any issues arising under this Code and
         Statement since the last report, including information about material
         violation of this Code and Statement and any sanctions imposed in
         response to the material violations, and

                  (ii)     certifies that DeAM(i)/DWSIPM has adopted procedures
         reasonably necessary to prevent Access Persons from violating this Code
         and Statement.

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<PAGE>

7.       SANCTIONS

         Upon discovering a violation of this Code and Statement, DeAM(i)
/DWSIPM, with the advice of the Compliance Officer, may take such actions or
impose such sanctions, if any, as it deems appropriate, including, inter alia, a
letter of censure or suspension, a fine, or a recommendation of the termination
of the employment of the violator.

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