<DOCUMENT>
<TYPE>EX-99.(R)(2)
<SEQUENCE>22
<FILENAME>dex99r2.txt
<DESCRIPTION>CODE OF ETHICS FOR ALLIANZ DRESDNER
<TEXT>
<PAGE>

                                                                     Exhibit r.2

                  ALLIANZ DRESDNER ASSET MANAGEMENT OF AMERICA
                                 CODE OF ETHICS
                            Effective January 1, 2002

                                  INTRODUCTION

This Code of Ethics (the "Code") is based on the principle that you, as an
officer or employee of Allianz Dresdner Asset Management of America L.P.
("ADAM") and its divisions or its subsidiaries, including Cadence Capital
Management, NFJ Investment Group, PIMCO Equity Advisors LLC, OpCap Advisors LLC,
Oppenheimer Capital LLC, OCC Distributors LLC, Allianz Hedge Fund Partners L.P.,
PIMCO Allianz Advisors LLC, Allianz Private Client Services LLC, PIMCO CD
Distributors LLC, and PIMCO Funds Advisors LLC, (collectively, ADAM or ADAM
Advisors), owe a fiduciary duty to the shareholders of the registered investment
companies (the Funds) and other clients (together with the Funds, the Advisory
Clients) for which ADAM serves as an adviser or subadviser. Accordingly, you
must avoid activities, interests and relationships that might interfere or
appear to interfere with making decisions in the best interests of our Advisory
Clients. If you are covered by another code in the ADAM Advisors or Allianz
group of companies, this Code shall not apply to you.

         At all times, you must:

         1.    Place the interests of our Advisory Clients first. In other
               words, as a fiduciary you must scrupulously avoid serving your
               own personal interests ahead of the interests of our Advisory
               Clients. You may not cause an Advisory Client to take action,
               or not to take action, for your personal benefit rather than
               the benefit of the Advisory Client. For example, you would
               violate this Code if you caused an Advisory Client to purchase
               a security you owned for the purpose of increasing the price
               of that Security. Likewise, in connection with your regular
               functions and duties, you would violate this Code if you made
               a personal investment in a security that might be an
               appropriate investment for an Advisory Client without first
               considering the security as an investment for the Advisory
               Client.

               If you are an employee who, in connection with your regular
               functions and duties, makes (or participates in making)
               recommendations regarding the purchase or sale of securities
               by any Advisory Client, or provides information or advice to a
               Portfolio Manager or helps execute a Portfolio Manager's
               recommendations, you will be deemed a "Portfolio Employee".
               Generally, Portfolio Employees include, but is not limited to,
               Portfolio Managers, Research Analysts, Traders and certain
               personnel in operations.

               You will be deemed an "Access Person" if you are an employee
               of an ADAM Advisor who may have access to or obtains
               information regarding the day-to day investment activities of
               an Advisory Client.

         2.    Conduct all of your personal securities transactions in full
               compliance with this Code and the ADAM Insider Trading Policy.
               ADAM encourages you and your family to develop personal
               investment programs. However, you must not take any action in
               connection with your personal investments that could cause
               even the appearance of unfairness or impropriety. Accordingly,
               you must comply with the policies and procedures set forth in
               this Code. In addition, you must comply with the policies and
               procedures set forth in the ADAM Insider Trading Policy and
               Procedures, which is attached to this Code as Appendix I.
               Questions regarding these policies and procedures should be
               addressed with your local compliance officer.

         3.    Avoid taking inappropriate advantage of your position. The
               receipt of investment opportunities, gifts or gratuities from
               persons seeking business with ADAM directly or on behalf of an
               Advisory Client of an ADAM Advisor could call into question
               the independence of your business judgment. In addition, you
               may not use personal or account information of any client of
               ADAM except as permitted by ADAM's Privacy Policy (Appendix
               VIII to this Code). Accordingly, you must comply with the
               policies and procedures set forth in this Code under the
               heading Fiduciary Duties.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                 <C>
PERSONAL SECURITIES TRANSACTIONS ...............................................     3
     General Provisions ........................................................     3
     Securities ................................................................     3
     Beneficial Ownership ......................................................     4
     Exempt Securities .........................................................     5
     Exempt Transactions .......................................................     5
     Preclearance Procedures ...................................................     7
     Initial Public Offerings ..................................................     8
     Private Placements ........................................................     8
     Short-term Trading Profits ................................................     8
     Puts, Calls, Short Sales ..................................................     8
     Use of Broker-dealers .....................................................     9
REPORTING ......................................................................     9
     Initial and Annual Reports ................................................     9
     Reporting of Transactions and Brokerage Accounts ..........................     9
     Certificate of Compliance With Code .......................................    10
FIDUCIARY DUTIES ...............................................................    10
     Gifts .....................................................................    10
     Service as a Director .....................................................    10
     Privacy Policy ............................................................    11
     Remedial Actions ..........................................................    11
REPORTS TO MANAGEMENT AND TRUSTEES .............................................    11
     Reports of Significant Remedial Action ....................................    11
     Annual Reports ............................................................    11

THE FOLLOWING APPENDICES ARE ATTACHED TO THE CODE:

I.   Insider Trading Policy and Procedures .....................................    12

II.  Form for Acknowledgement of Receipt of this Code ..........................    19

III. Form for Initial and Annual Report of Personal Securities Holdings ........    20

IV.  Form for Reporting Brokerage Accounts and Non-Broker Transactions .........    22

V.   Form for Annual Certification of Compliance with this Code ................    24

VI.  Form for Preclearance of Personal Securities Transactions .................    25

VII. Form for Private Placements ...............................................    26

VII. Privacy Policy ............................................................    27
</TABLE>

                                    Questions

Questions regarding this Code should be addressed to your local Compliance
Officer. As of the effective date of this Code, the Compliance Officers are:
Anne-Marie Pitale (Allianz Dresdner Asset Management of America, PIMCO Equity
Advisors, Oppenheimer Capital, OCC Distributors, Allianz Hedge Fund Partners,
PIMCO Allianz Advisors, Allianz Private Client Services, PIMCO CD Distributors,
PIMCO Funds Advisors and OpCap Advisors), Virginia Camp (ADAM (West)), Dave
Breed and Mary Ellen Melendez (Cadence), and Betty Holcomb and John Johnson
(NFJ). The Compliance Committee members are Frank Poli, Anne-Marie Pitale,
Virginia Camp and Stewart Smith.

<PAGE>

                        PERSONAL SECURITIES TRANSACTIONS

I.   GENERAL PROVISIONS

You may not engage in, or permit any other person or entity to engage in, any
purchase or sale of any security of which you have, or by reason of the
transaction will acquire, Beneficial Ownership, unless (i) the transaction is in
an exempt security, (ii) the transaction is an Exempt Transaction or (iii) you
have complied with the procedures set forth in the Code.

Covered Securities

The following list identifies the "Securities" that are deemed subject to the
requirements of the Code:

Any note, stock, treasury stock, bond, debenture, evidence of indebtedness,
certificate of interest or participation in any profit-sharing agreement,
collateral-trust certificate, preorganization certificate or subscription,
transferable share, investment contract, voting-trust certificate, certificate
of deposit for a security, fractional undivided interest in oil, gas, or other
mineral rights, any put, call, straddle, option or privilege on any security
(including a certificate of deposit) or on any group or index of securities
(including any interest therein or based on the value thereof), or any put,
call, straddle, option or privilege entered into on a national securities
exchange relating to foreign currency, or, in general, any interest or
instrument commonly known as a security, or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any security. The purchase
or sale of a Security includes, among other things, the writing of an option to
purchase or sell a Security. It also includes security futures/1/ and futures
and options on any group or index of Securities (as defined in the Investment
Company Act of 1940).

Transactions in the following securities are exempt from the procedures set
forth in the Code:

Commodities, futures and options traded on a commodity exchange, including
currency futures.

--------------------------------------------------------------------------------
/1/ A security future is a contract of sale for future delivery of a single
security or a narrow-based security index.

                                        3

<PAGE>

Beneficial Ownership

For purposes of this Code, Beneficial Ownership shall be interpreted in the same
manner as the definition contained in the provision of Section 16 of the
Securities Exchange Act of 1934 under Rule 16a-1(a)(2).

Generally, you are considered to have Beneficial Ownership of Securities if you
have or share a direct or indirect Pecuniary Interest in the Securities.

You have a Pecuniary Interest in Securities if you have the opportunity to
directly benefit or or share in any profit derived from a transaction in the
Securities.

The following are examples of a person having Beneficial Ownership of
Securities:

     1.   Securities held in the name of the officer or employee of any ADAM
          Advisor.

     2.   Securities held by members of your immediate family sharing the same
          household.

          Immediate family includes any spouse, child, stepchild, grandchild,
          parent, stepparent, grandparent, spouse, sibling, mother-in-law,
          father-in-law, son-in-law, daughter-in-law, brother-in-law, or
          sister-in-law, and any adoptive relationship.

     3.   Your interest as a general partner in Securities held by a general or
          limited partnership.

     4.   Your interest as a manager-member in the Securities held by a limited
          liability company.

     5.   Your ownership of Securities as a trustee where either you or members
          of your immediate family have a vested interest in the principal or
          income of the trust.

     6.   Your ownership of a vested beneficial interest in a trust.

     7.   Your status as a settlor of a trust, unless the consent of all of the
          beneficiaries is required in order for you to revoke the trust.

You do not have an indirect Pecuniary Interest in Securities held by a
corporation, partnership, limited liability company or other entity in which you
hold an equity interest, unless you are a controlling equityholder or you have
or share investment control over the Securities held by the entity.

The final determination of Beneficial Ownership is a question to be determined
in light of facts for each particular case. If in doubt, employees should
consult with their local compliance officer.

                                       4

<PAGE>

Exempt Securities

The following are Securities that are exempt from the requirements under the
Code ("Exempt Securities"):

     1.   Direct obligations of the Government of the United States, including
          fixed income securities issued by agencies or instrumentalities of, or
          are unconditionally guaranteed by the Government of the U.S.

     2.   Bankers' acceptances, bank certificates of deposit, commercial paper
          and high quality short-term debt instruments/2/.

     3.   Shares of registered open-end investment companies.

     4.   Share of registered closed-end funds with the exception of Funds that
          are managed by ADAM. Closed-end Funds currently managed by ADAM are 1)
          Municipal Advantage Fund, 2) PIMCO Commercial Mortgage Trust, 3) PIMCO
          Municipal Income Fund, 4) PIMCO California Municipal Income Fund, and
          5) PIMCO New York Municipal Income Fund.

     5.   Exchange traded futures and options on broadly-based indices.

Exempt Transactions

The following are transactions that are exempt from the requirements of the
Code:

     1.   Purchases or sales of up to $100,000 per calendar month per issuer of
          fixed-income Securities issued by U.S. corporations.

     2.   Purchases or sales of up to $1,000,000 per calendar month per issuer
          of fixed-income Securities issued by qualified foreign governments/3/.

     3.   Purchases of Securities under dividend reinvestment plans.

     4.   Purchases of Securities by exercise of rights issued to the holders of
          a class of Securities pro rata, to the extent they are issued with
          respect to Securities of which you have Beneficial Ownership.

     5.   Acquisitions or dispositions of Securities as the result of a stock
          dividend, stock split, reverse stock split, merger, consolidation,
          spin-off or other similar corporate distribution or reorganization
          applicable to all holders of a class of Securities of which you have
          Beneficial Ownership.

-------------------------------------------------------------------------------
     /2/ Defined as any instrument that has a maturity at issuance of less than
     366 days and that is rated by one of the two highest rating categories by a
     Nationally Recognized Statistical Rating Organization, including repurchase
     agreements.

     /3/ A qualified foreign government is a national government of a developed
     country with outstanding fixed-income securities in excess of fifty billion
     dollars.

                                       5

<PAGE>

     *6.  Purchases or sales of up to 2,000 shares per day per issuer, of
          large-cap issuers/4/.

     *7.  Purchases or sales of up to the lesser of 1000 shares or $10,000 per
          calendar week, per issuer, of stock of issuers other than large-cap
          issuers.

          *Employees that are permitted to effect transactions under exemption 6
          & 7 are hereby referred to as "Non-Access Persons". Exemptions 6 and 7
          do not apply to employees of PIMCO Equity Advisors and Allianz Private
          Client Services as well as to employees that have been identified as
          Access Persons or Portfolio Employees of other ADAM Advisors. Such
          Employees must preclear all transactions unless otherwise exempt under
          the Code.

     8.   For employees of NFJ, shares of any issuer not owned in NFJ's Advisory
          Client's accounts and not contemplated for purchase for any Advisory
          Clients, based upon the determination by NFJ that because of the
          investment objectives and policies of the Advisory Clients, such
          securities are not eligible for purchase by NFJ for the Advisory
          Clients.

     9.   Dispositions of Securities of a private issuer, subject to the
          restrictions on participation in private placements set forth in the
          Code under Private Placements.

     10.  Short sales, puts, calls, straddles, or options of any Security
          otherwise permitted pursuant to the provisions in the Code. If you are
          a Portfolio Employee of any ADAM Advisor or an Oppenheimer Capital
          employee, you are not permitted to effect such transactions. Please
          refer to the section "Puts, Call, Short Sales".

     11.  Other specific transactions as may be exempted by a Compliance Officer
          or the Compliance Committee based upon a determination that the
          transaction(s) do not interfere or appear to interfere with making
          decisions in the best interest of our advisory clients. On a
          case-by-case basis, a Compliance Officer or the Compliance Committee
          may exempt a specific transaction from any of the provisions of this
          Code except the provisions set forth below under Reporting. All
          requests to exempt a transaction must be in writing and forwarded to
          your local compliance officer for approval prior to your executing the
          transaction.

                                     CAUTION

Qualified foreign governments, large-cap issuers and broadly based indices may
change from time to time. Accordingly, you may purchase Securities deemed to be
an Exempt Transaction only to find that when you wish to sell them, you may not
do so without prior approval from your local Compliance Officer.

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

/4/ A large-cap issuer is an issuer with a total market capitalization in excess
of one billion dollars and an average daily trading volume during the preceding
calendar quarter, on the principal securities exchange (including NASDAQ) on

                                        6

<PAGE>

which its shares are traded, in excess of 100,000 shares. Information concerning
large-cap issuers is available on the Internet. If you are unsure whether a
security is a large-cap issue, contact a Compliance Officer.

Preclearance Requirements

     1.   All officers and employees of an ADAM Advisor, with the exception of
          Non-Access Persons, must preclear all personal securities transaction
          by submitting a completed PreClearance Request Form (Appendix VI) to
          designated preclearance personnel/5/. Exempt Securities and Exempt
          Transactions, as defined in the Code, are not subject to preclearance
          requirements.

     2.   Securities may not be purchased or sold by an employee if, at the time
          of preclearance, there is a pending buy or sell order on the relevant
          trading desk on behalf of an Advisory Client in the same Security or
          an equivalent Security/6/.

     3.   The Securities may not be purchased or sold if, at the time of
          preclearance, you knew or should have known that an Advisory Client
          would be trading in the same security or an equivalent Security on the
          same day or in the next seven days.

     4.   If you are a Portfolio Employee (or a person that has been identified
          as having access to the same information, i.e. Portfolio Manager,
          Research Analyst, Trader, Operations), you may not purchase or sell
          Securities during the period beginning seven days before and ending
          seven days after the day on which an Advisory Client trades in the
          same Security or an equivalent Security.

          NOTE; If you are a Portfolio Employee (or a person that has been
          identified as having access to the same information), and you preclear
          a Securities transaction prior to the commencement of an Advisory
          Client trading in the same Security or an equivalent Security, it may
          not be deemed a violation of this Code unless you knew or should have
          known that the Advisory Client would be trading in that Security or an
          equivalent Security within seven days after your trade.

     5.   If you are an officer or employee of Oppenheimer Capital, preclearance
          may be granted if, in comparing the net value of OpCap's trading in
          the Security to the total market volume of trading in the Security:
          (i) the net volume of OpCap's trading in the Security amounts to less
          than 1% of the total market volume of trading in the Security for the
          past five days; (ii) the net volume of OpCap's trading in the Security
          amounts to less than 1% of the total volume of trading in the Security
          for the previous day; and (iii) OpCap has not transacted in the
          Security on the day of preclearance and has no pending orders in the
          Security at the time of preclearance.

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

/5/ If you are an officer or employee of PIMCO Equity Advisors, Allianz Private
Client Services or have been identified as an Access Person or Portfolio
Employee of an ADAM Advisor, you are required to submit the PreClearance Request
Form to the relevant Trading Desk for approval, prior to your effecting the
purchase or sale. The Trading Department must preclear your trade in writing,
and the purchase or sale must be executed by the close of business on the day
preclearance is given. Preclearance forms must be submitted immediately upon
trade execution to the Compliance Department.

/6/ An equivalent Security of a given Security is (i) a Security issuable upon
exercise, conversion or exchange of the given Security, (ii) a Security
exercisable to purchase, convertible into or exchangeable for the given
Security, or (iii) a Security otherwise representing an interest in or based on
the value of the given Security.

                                        7

<PAGE>

                            Initial Public Offerings

If you are a Portfolio Employee, you may not acquire Beneficial Ownership of any
Securities in an initial public offering (as defined in Rule 17j-1).

                               Private Placements

If you are a Portfolio Employee, you may not acquire Beneficial Ownership of any
Securities in a private placement/7/, unless you have received prior written
approval from the local CIO and your local compliance officer. Approval will be
not be given unless a determination is made that the investment opportunity
should not be reserved for one or more Advisory Clients, and that the
opportunity to invest has not been offered to you solely by virtue of your
position. The form for requesting private placement approval is attached to this
Code (Appendix VII).

If you are a Portfolio Employee and you have acquired Beneficial Ownership of
Securities in a private placement, you must disclose your investment when you
play a part in any consideration of an investment by an Advisory Client in the
issuer of the Securities, and any decision to make such an investment must be
independently reviewed by a Portfolio Manager who does not have Beneficial
Ownership of any Securities of the issuer.

Due to the nature of their business, employees of the Allianz Hedge Fund
Partners are subject to separate procedures that are consistent with ADAM's
fiduciary obligations and policy set forth above.

                           Short-Term Trading Profits

If you are a Portfolio Employee, you may not profit from the purchase and sale,
or sale and purchase, within 60 calendar days, of the same Securities or
equivalent Securities (other than Exempt Securities) of which you have
Beneficial Ownership. Any such short-term trade must be unwound, or if that is
not practical, the profits must be contributed to a charitable organization.

You are considered to profit from a short-term trade if Securities of which you
have Beneficial Ownership are sold for more than the purchase price of the same
Securities or equivalent Securities, even though the Securities purchased and
the Securities sold are held of record or beneficially by different persons or
entities.

                            Puts, Calls, Short Sales

If you are a Portfolio Employee of any ADAM Advisor or an employee of
Oppenheimer Capital, you are prohibited from transactions involving puts, calls,
straddles, options and/or short sales except for Exempt Transactions,
transactions in Exempt Securities or transactions involving a program approved
by the local CIO and compliance officer.

--------------------------------------------------------------------------------
/7/ A private issuer is a corporation, partnership, limited liability company or
other entity which has no outstanding publicly-traded Securities, and no
outstanding Securities which are exercisable to purchase, convertible into or
exchangeable for publicly-traded Securities. You will have Beneficial Ownership
of Securities held by a private issuer whose equity Securities you hold, unless
you are not a controlling equity holder and do not have or share investment
control over the Securities held by the entity.

                                        8

<PAGE>

                  Use of Broker-Dealers and Brokerage Accounts

To assist in the implementation of the Code and to aid in meeting regulatory
requirements, all employees of ADAM Advisors that are located in the New York
and certain employees in the Stamford offices, must, with limited exceptions,
maintain all brokerage and trading accounts in which they have an interest, with
a designated broker, currently Charles Schwab & Co.

A new employee is required to transfer his/her account to the designated broker
within a reasonable period of time from their initial commencement of employment
with an ADAM Advisor. Employees are responsible for all costs associated with
transferring accounts. When you begin your employment at an ADAM Advisor, and
annually thereafter on request, you must complete and submit the "Initial and
Annual Report of Personal Security Holdings" within 10 days following the
commencement of employment with an ADAM Advisor (Appendix III). If you are a new
employee and still maintain non-approved brokerage account(s) without
appropriate approval, you must disclose this to Compliance immediately.

All employees that, upon approval from Compliance, hold brokerage account(s)
other than with a designated broker, are responsible for instructing each
broker-dealer that holds an account, to send duplicate copies of all transaction
confirmations and statements directly to your local compliance department. This
requirement does not apply to accounts that 1) are fully managed by a third
party, 2) exclusively hold Exempt Securities, and 3) are held at a mutual fund
company.

Most brokers require that an ADAM Advisor provide a "Rule 407" letter which
acknowledges that your account is held by such broker and requests that the
broker provide the relevant compliance department duplicate statements and
confirms. Your local compliance officer will execute this letter for any account
that has been approved by Compliance.

Employees are permitted to maintain fully discretionary, managed account(s) at
any brokerage house/investment advisor. These accounts are not subject to the
Code but require approval by Compliance.

                           REPORTING AND CERTIFICATION

Initial and Annual Reports

When you begin your employment at an ADAM Advisor, and annually thereafter on
request, you must complete and submit the "Initial and Annual Report of Personal
Security Holdings" within 10 days following the commencement of employment as
well as 10 days following the annual request (Appendix III).

Reporting of Transactions and Brokerage Accounts

                                        9

<PAGE>

You are required to report all brokerage accounts and all Securities
Transactions that are not transactions in Exempt Securities. To satisfy these
requirements; (i) you must ensure that each registered broker-dealer, who
maintains a non-designated Schwab account for Securities that you have
Beneficial Ownership, to provide your local compliance officer with duplicate
copies of confirmations and statements within 10 days of the end of each
calendar quarter.
The confirmations and statements required above must, in the aggregate, provide
enough detail that would show the name of the broker, account number, date of
transaction, whether it was a buy/sell, security name, amount of transaction,
and the price. If the broker cannot provide duplicate confirmations and
statements,, you must then complete and submit a "Brokerage Account and
Non-Broker Transaction Report" within 10 days of the end of each calendar
quarter (Appendix IV).

Certificate of Compliance with the Code

As a newly hired employee of an ADAM Advisor, you must certify that you have
read, understand and will comply with the Code. A form for this purpose is
attached to this Code as Appendix II.

As a continuing employee of an ADAM Advisor, you must annually certify that you
have read, understand, have complied with and will continue to comply with the
Code. A form for this purpose is attached to the Code as Appendix V.

                                FIDUCIARY DUTIES

Gifts

You may not accept any investment opportunity, gift, gratuity or other thing of
more than nominal value, from any person or entity that does business, or
desires to do business, with an ADAM Advisor directly or on behalf of an
Advisory Client. You may accept gifts from a single giver so long as their
aggregate annual value does not exceed the equivalent of $100. You may attend
business meals, business related conferences, sporting events and other
entertainment events at the expense of a giver, so long as the expense is
reasonable and both you and the giver are present. You must obtain prior written
approval from your supervisor (the person to whom you report) for all air
travel, conferences, and business events that require overnight accommodations.
You must provide a copy of such written approval to your local compliance
officer.

Service as a Director

If you are a Portfolio Employee, you may not serve on the board of directors or
other governing board of a publicly traded entity, unless you have received the
prior written approval of the Chief Legal Officer of ADAM. Approval will not be
given unless a determination is made that your service on the board would be
consistent with the interests of the Advisory Clients. If you are permitted to
serve on the board of a publicly traded entity, you will be isolated from those
Portfolio Employees who make investment decisions with respect to the securities
of that entity, through a "Chinese Wall" or other procedures.

                                       10

<PAGE>

Privacy Policy

You must abide by the ADAM's Privacy Policy (the "Privacy Policy") which is
attached to this Code of Ethics as Appendix VIII. The Privacy Policy is designed
to protect personal and account information of clients from disclosure to any
non-affiliated third parties, except as required or permitted by law or certain
circumstances and when duly authorized by a compliance officer or director of
ADAM. You will be responsible for attesting to your compliance with the Privacy
Policy in your Annual Certification of Compliance.

Remedial Actions

The ADAM reserves the right to cancel any trade (without prior notice and at the
employee's expense) or to instruct the employee to cancel a trade at his/her
expense. Doubtful situations will be resolved by restricting the employee's
trading privileges or ADAM may suspend or revoke the employee's trading
privileges at any time. Employee trading violations can result in penalties
ranging from cancellation of an offending trade to termination of his/her
employment. Any loss from an impermissible trade will be charged to the employee
and any profits will be forfeited. Violations may also lead to civil or criminal
proceedings and penalties.

                       REPORTS TO MANAGEMENT AND TRUSTEES

Reports of Significant Remedial Action

The Chief Legal Officer of ADAM or his delegate will, on a timely basis inform
the management of ADAM and trustees of each Fund which is an Advisory Client an
ADAM Advisor, of each significant remedial action taken in response to a
violation of this Code. A significant remedial action means any action that has
a significant financial effect on the violator, such as disgorgement of profits,
imposition of a significant fine, demotion, suspension or termination.

Annual Reports

The Chief Legal Officer of ADAM or his delegate will report annually to the
management of ADAM and the trustees of each Fund which is an Advisory Client of
an ADAM Advisor, regarding efforts to ensure compliance by the directors,
officers and employees of ADAM and its affiliates that are subject to this Code.

The annual report will, at a minimum:

     1.   Describe any issues arising under the Code of Ethics or procedures
          since the last report to the trustees, as the case may be, including,
          but not limited to, information

                                       11

<PAGE>

          about material violations of the Code or procedures and sanctions
          imposed in response to the material violations; and;

     2.   Certify that ADAM, and its affiliates, have adopted procedures
          reasonably necessary to prevent all employees from violating the Code.


                                                                      Appendix I


                  ALLIANZ DRESDNER ASSET MANAGEMENT OF AMERICA

                      Insider Trading Policy and Procedures

Section I. Policy Statement on Insider Trading

A.   Policy Statement on Insider Trading

Allianz Dresdner Asset Management of America L.P. ("ADAM") and its division or
its subsidiaries, including Cadence Capital Management, NFJ Investment Group,
PIMCO Equity Advisors LLC, OpCap Advisors LLC, Oppenheimer Capital LLC, OCC
Distributors LLC, Allianz Hedge Fund Partners L.P., PIMCO Allianz Advisors LLC,
Allianz Private Client Services LLC, PIMCO CD Distributors LLC, and PIMCO Funds
Advisors LLC, collectively, the Company, ADAM or ADAM Advisors) forbid any of
their officers, directors or employees from trading, either personally or on
behalf of others (such as, mutual funds and private accounts managed by an ADAM
Advisor), on the basis of material non-public information or communicating
material non-public information to others in violation of the law. This conduct
is frequently referred to as "insider trading". This is a group wide policy.

The term "insider trading" is not defined in the federal securities laws, but
generally is used to refer to the situation when a person trades while aware of
material non-public information or to communications of material non-public
information to others in breach of a duty of trust or confidence.

While the law concerning insider trading is not static, it is generally
understood that the law prohibits:

(1)       trading by an insider, while aware of material, non-public
          information; or

(2)       trading by a non-insider, while aware of material, non-public
          information, where the information was disclosed to the non-insider in
          violation of an insider's duty to keep it confidential; or

(3)       communicating material, non-public information to others in breach of
          a duty of trust or confidence.

This policy applies to every such officer, director and employee and extends to
activities within and outside their duties at the Company. Every officer,
director and employee must read and

                                       12

<PAGE>

retain this policy statement. Any questions regarding this policy statement and
the related procedures set forth herein should be referred to your local
compliance officer.

The remainder of this memorandum discusses in detail the elements of insider
trading, the penalties for such unlawful conduct and the procedures adopted by
the Company to implement its policy against insider trading.


1.   To Whom Does This Policy Apply?

This Policy applies to all employees, officers and directors (direct or
indirect) of the Company ("Covered Persons"), as well as to any transactions in
any securities participated in by family members, trusts or corporations
controlled by such persons. In particular, this Policy applies to securities
transactions by:

     the Covered Person's spouse;
     the Covered Person's minor children;
     any other relatives living in the Covered Person's household;
     a trust in which the Covered Person has a beneficial interest, unless such
     person has no direct or indirect control over the trust;
     a trust as to which the Covered Person is a trustee;
     a revocable trust as to which the Covered Person is a settlor;
     a corporation of which the Covered Person is an officer, director or 10% or
     greater stockholder; or
     a partnership of which the Covered Person is a partner (including most
     investment clubs) unless the Covered Person has no direct or indirect
     control over the partnership.

2.   What is Material Information?

Trading on inside information is not a basis for liability unless the
information is material. "Material information" generally is defined as
information for which there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions,
or information that is reasonably certain to have a substantial effect on the
price of a company's securities.

Although there is no precise, generally accepted definition of materiality,
information is likely to be "material" if it relates to significant changes
affecting such matters as:

     dividend or earnings expectations;
     write-downs or write-offs of assets;
     additions to reserves for bad debts or contingent liabilities;
     expansion or curtailment of company or major division operations;
     proposals or agreements involving a joint venture, merger, acquisition,
       divestiture, or leveraged buy-out;
     new products or services;
     exploratory, discovery or research developments;
     criminal indictments, civil litigation or government investigations;
     disputes with major suppliers or customers or significant changes in

                                       13

<PAGE>

      the relationships with such parties;
     labor disputes including strikes or lockouts;
     substantial changes in accounting methods;
     major litigation developments;
     major personnel changes;
     debt service or liquidity problems;
     bankruptcy or insolvency;
     extraordinary management developments;
     public offerings or private sales of debt or equity securities;
     calls, redemptions or purchases of a company's own stock;
     issuer tender offers; or
     recapitalizations.

Information provided by a company could be material because of its expected
effect on a particular class of the company's securities, all of the company's
securities, the securities of another company, or the securities of several
companies. Moreover, the resulting prohibition against the misuses of "material"
information reaches all types of securities (whether stock or other equity
interests, corporate debt, government or municipal obligations, or commercial
paper) as well as any option related to that security (such as a put, call or
index security).

Material information does not have to relate to a company's business. For
example, in Carpenter v. U.S., 108 U.S. 316 (1987), the Supreme Court considered
as material certain information about the contents of a forthcoming newspaper
column that was expected to affect the market price of a security. In that case,
a reporter for The Wall Street Journal was found criminally liable for
disclosing to others the dates that reports on various companies would appear in
the Journal and whether those reports would be favorable or not.

3.   What is Non-public Information?

In order for issues concerning insider trading to arise, information must not
only be "material", it must be "non-public". "Non-public" information is
information which has not been made available to investors generally.
Information received in circumstances indicating that it is not yet in general
circulation or where the recipient knows or should know that the information
could only have been provided by an "insider" is also deemed "non-public"
information.

At such time as material, non-public information has been effectively
distributed to the investing public, it is no longer subject to insider trading
restrictions. However, for "non-public" information to become public
information, it must be disseminated through recognized channels of distribution
designed to reach the securities marketplace.

To show that "material" information is public, you should be able to point to
some fact verifying that the information has become generally available, for
example, disclosure in a national business and financial wire service (Dow Jones
or Reuters), a national news service (AP or UPI), a national newspaper (The Wall
Street Journal, The New York Times or Financial Times), or a publicly
disseminated disclosure document (a proxy statement or prospectus). The
circulation of rumors or "talk on the street", even if accurate, widespread and
reported in the media, does not constitute the requisite public disclosure. The
information must not only be publicly disclosed, there must also be adequate
time for the market as a whole to digest the information. Although timing may
vary depending upon the circumstances, a good rule of thumb is that information
is considered non-public until the third business day after public disclosure.

                                       14

<PAGE>

Material non-public information is not made public by selective dissemination.
Material information improperly disclosed only to institutional investors or to
a fund analyst or a favored group of analysts retains its status as "non-public"
information which must not be disclosed or otherwise misused. Similarly, partial
disclosure does not constitute public dissemination. So long as any material
component of the "inside" information possessed by the Company has yet to be
publicly disclosed, the information is deemed "non-public" and may not be
misused.

Information Provided in Confidence. It is possible that one or more directors,
officers, or employees of ADAM may become temporary "insiders" because of a duty
of trust or confidence. A duty of trust or confidence can arise: (1) whenever a
person agrees to maintain information in confidence; (2) when two people have a
history, pattern, or practice of sharing confidences such that the recipient of
the information knows or reasonably should know that the person communicating
the material non-public information expects that the recipient will maintain its
confidentiality; or (3) whenever a person receives or obtains material
non-public information from certain close family members such as spouses,
parents, children and siblings. For example, personnel at ADAM may become
insiders when an external source, such as a company whose securities are held by
one or more of the accounts managed by an ADAM Advisor, discloses material,
non-public information to ADAM Advisor's portfolio managers or analysts with the
expectation that the information will remain confidential.

As an "insider", ADAM has a duty not to breach the trust of the party that has
communicated the "material, non-public" information by misusing that
information. This duty may arise because an ADAM Advisor has entered or has been
invited to enter into a commercial relationship with the company, client or
prospective client and has been given access to confidential information solely
for the corporate purposes of that company, client or prospective client. This
duty remains whether or not an ADAM Advisor ultimately participates in the
transaction.

Information Disclosed in Breach of a Duty. Analysts and portfolio managers at an
ADAM Advisor must be especially wary of "material, non-public" information
disclosed in breach of corporate insider's duty of trust or confidence that he
or she owes the corporation and shareholders. Even where there is no expectation
of confidentiality, a person may become an "insider" upon receiving material,
non-public information in circumstances where a person knows, or should know,
that a corporate insider is disclosing information in breach of a duty of trust
and confidence that he or she owes the corporation and its shareholders. Whether
the disclosure is an improper "tip" that renders the recipient a "tippee"
depends on whether the corporate insider expects to benefit personally, either
directly or indirectly, from the disclosure. In the context of an improper
disclosure by a corporate insider, the requisite "personal benefit" may not be
limited to a present or future monetary gain. Rather, a prohibited personal
benefit could include a reputational benefit, an expectation of a "quid pro quo"
from the recipient or the recipient's employer by a gift of the "inside"
information.

A person may, depending on the circumstances, also become an "insider" or
"tippee" when he or she obtains apparently material, non-public information by
happenstance, including information derived from social situations, business
gatherings, overheard conversations, misplaced documents, and "tips" from
insiders or other third parties.

                                       15

<PAGE>

4.   Identifying Material Information

Before trading for yourself or others, including investment companies or private
accounts managed by the Company, in the securities of a company about which you
may have potential material, non-public information, ask yourself the following
questions:

i.   Is this information that an investor could consider important in making his
     or her investment decisions? Is this information that could substantially
     affect the market price of the securities if generally disclosed?

ii.  To whom has this information been provided? Has the information been
     effectively communicated to the marketplace by being published in The
     Financial Times, Reuters, The Wall Street Journal or other publications of
     general circulation?

Given the potentially severe regulatory, civil and criminal sanctions to which
you the Company and its personnel could be subject, any director, officer and
employee uncertain as to whether the information he or she possesses is
"material non-public" information should immediately take the following steps:

i.   Report the matter immediately to a Compliance Officer or the Chief Legal
     Officer of ADAM;

ii.  Do not purchase or sell the securities on behalf of yourself or others,
     including investment companies or private accounts managed by an ADAM
     Advisor; and

iii. Do not communicate the information inside or outside the Company, other
     than to a Compliance Officer or the Chief Legal Officer of ADAM.

After the Compliance Officer or Chief Legal Officer has reviewed the issue, you
will be instructed to continue the prohibitions against trading and
communication or will be allowed to trade and communicate the information.

5.   Penalties for Insider Trading

Penalties for trading on or communicating material non-public information are
severe, both for individuals involved in such unlawful conduct and their
employers. A person can be subject to some or all of the penalties below even if
he or she does not personally benefit from the violation. Penalties include:
civil injunctions, treble damages, disgorgement of profits, jail

                                       16

<PAGE>

sentences, fines for the person who committed the violation of up to three
times, the profit gained or loss avoided, whether or not the person actually
benefited, and fines for the employer or other controlling person of up to the
greater of $1,000,000 or three times the amount of the profit gained or loss
avoided.

In addition, any violation of this policy statement can be expected to result in
serious sanctions by the Company, including dismissal of the persons involved.

                                       17

<PAGE>

Section II. Procedures to Implement the Policy Against Insider Trading

A.   Procedures to Implement the Policy Against Insider Trading

The following procedures have been established to aid the officers, directors
and employees of an ADAM Advisor in avoiding insider trading, and to aid an ADAM
Advisor in preventing, detecting and imposing sanctions against insider trading.
Every officer, director and employee of an ADAM Advisor must follow these
procedures or risk serious sanctions, including dismissal, substantial personal
liability and criminal penalties.

Trading Restrictions and Reporting Requirements

1.   No employee, officer or director of the Company who is aware of material
     non-public information relating to the Company or any of its affiliates or
     subsidiaries, including Allianz AG, may buy or sell any securities of the
     Company, including Allianz AG, or engage in any other action to take
     advantage of, or pass on to others, such material non-public information.

2.   No employee, officer or director of the Company who is aware of material
     non-public information which relates to any other company or entity in
     circumstances in which such person is deemed to be an insider or is
     otherwise subject to restrictions under the federal securities laws may buy
     or sell securities of that company or otherwise take advantage of, or pass
     on to others, such material non-public information.

3.   No employee, officer or director of ADAM shall engage in a securities
     transaction with respect to the securities of Allianz AG, except in
     accordance with the specific procedures published from time to time by
     ADAM.

4.   No employee shall engage in a personal securities transaction with respect
     to any securities of any other company, except in accordance with the
     specific procedures set forth in ADAM's Code of Ethics.

5.   Employees shall submit reports concerning each securities transaction in
     accordance with the terms of the Code of Ethics and verify their personal
     ownership of securities in accordance with the procedures set forth in the
     Code of Ethics.

6.   Because even inadvertent disclosure of material non-public information to
     others can lead to significant legal difficulties, officers, directors and
     employees of ADAM should not discuss any potentially material non-public
     information concerning ADAM or other companies, including other officers,
     employees and directors, except as specifically required in the performance
     of their duties

                                       18

<PAGE>

B.   Chinese Wall Procedures

The Insider Trading and Securities Fraud Enforcement Act in the US requires the
establishment and strict enforcement of procedures reasonably designed to
prevent the misuse of "inside" information/1/. Accordingly, you should not
discuss material non-public information about ADAM or other companies with
anyone, including other employees, except as required in the performance of your
regular duties. In addition, care should be taken so that such information is
secure. For example, files containing material non-public information should be
sealed; access to computer files containing material non-public information
should be restricted.

C.   Resolving Issues Concerning Insider Trading

The federal securities laws, including the US laws governing insider trading,
are complex. If you have any doubts or questions as to the materiality or
non-public nature of information in your possession or as to any of the
applicability or interpretation of any of the foregoing procedures or as to the
propriety of any action, you should contact your Compliance Officer. Until
advised to the contrary by a Compliance Officer, you should presume that the
information is material and non-public and you should not trade in the
securities or disclose this information to anyone.

_________________
/1/ The antifraud provisions of United States securities laws reach insider
trading or tipping activity worldwide which defrauds domestic securities
markets. In addition, the Insider Trading and Securities Fraud Enforcement Act
specifically authorizes the SEC to conduct investigations at the request of
foreign governments, without regard to whether the conduct violates United
States law.

                                       19

<PAGE>

                                                                     APPENDIX II

                  ALLIANZ DRESDNER ASSET MANAGEMENT OF AMERICA

                          ACKNOWLEDGMENT CERTIFICATION

                                 CODE OF ETHICS
                                       and
                      INSIDER TRADING POLICY AND PROCEDURES


I hereby certify that I have read and understand the attached Allianz Dresdner
Asset Management of America's Code of Ethics and Insider Trading Policy and
Procedures. Pursuant to such Code, I recognize that I must disclose or report
all personal securities holdings and transactions required to be disclosed or
reported thereunder and comply in all other respects with the requirements of
the Code. I also agree to cooperate fully with any investigation or inquiry as
to whether a possible violation of the foregoing Code has occurred/2/. I
understand that any failure to comply in all aspects with the foregoing and
these policies and procedures may lead to sanctions including dismissal.


Date: __________________________       ______________________________
                                       Signature



                                       ______________________________
                                       Print Name

_____________________
/2/ The antifraud provisions of United States securities laws reach insider
trading or tipping activity worldwide which defrauds domestic securities
markets. In addition, the Insider Trading and Securities Fraud Enforcement Act
specifically authorizes the SEC to conduct investigations at the request of
foreign governments, without regard to whether the conduct violates United
States law.

                                       20

<PAGE>

                                                                    Appendix III

                  ALLIANZ DRESDNER ASSET MANAGEMENT OF AMERICA

                          INITIAL AND ANNUAL REPORT OF
                          PERSONAL SECURITIES HOLDINGS

In accordance with the Allianz Dresdner Asset Management of America's Code of
Ethics, please provide a list of all Securities (other than Exempt Securities)
in which you or any account, in which you have a Pecuniary Interest, has a
Beneficial Interest and all Securities (other than Exempt Securities) in
non-client accounts for which you make investment decisions. This includes not
only securities held by brokers, but also Securities held at home, in safe
deposit boxes, or by an issuer.

(1)  Name of employee:                              ____________________________

(2)  SSN:                                           __________-______-__________

(3)  If different than #1, name of the person
     in whose name the account is held:             ____________________________

(4)  Relationship of (3) to (1):                    ____________________________

(5)  Broker(s) at which Account is Maintained:      ____________________________

                                                    ____________________________

                                                    ____________________________

                                                    ____________________________

(6)  Account Number(s):                             ____________________________

                                                    ____________________________

                                                    ____________________________

                                                    ____________________________

(7)  Telephone number(s) of Broker:                 ____________________________

                                                    ____________________________

                                                    ____________________________

                                       21

<PAGE>

                                                         Appendix III - (cont'd)

(8)  For each account, attach your most recent account statement listing
     Securities in that account. This information must be current as of a
     date no more than 30 days before this report is submitted. If you own
     Securities that are not listed in an attached account statement, list
     them below:

     Name of Security*      Quantity         Value             Custodian

1.   __________________    ___________    ___________     ___________________

2.   __________________    ___________    ___________     ___________________

3.   __________________    ___________    ___________     ___________________

4.   __________________    ___________    ___________     ___________________

5.   __________________    ___________    ___________     ___________________

*Including principal amount, if applicable.

(Attached separate sheet if necessary)

I certify that this form and the attached statements (if any) constitute all of
the Securities of which I have Beneficial Ownership as defined in the Code.


                                                  _____________________________
                                                   Signature


                                                   _____________________________
                                                   Print Name

Dated:   _________________

                                       22

<PAGE>

                                                                     Appendix IV

                  ALLIANZ DRESDNER ASSET MANAGEMENT OF AMERICA

               BROKERAGE ACCOUNT AND NON-BROKER TRANSACTION REPORT

You may not engage, and you may not permit any other person or entity to engage,
in any purchase or sale of publicly-traded securities (other than Exempt
Securities) of which you have, or by reason of the transaction will acquire,
Beneficial Ownership, except through a registered broker-dealer.

You must also cause each broker-dealer who maintains an account for Securities
of which you have beneficial ownership, to provide to a Compliance Officer, on a
timely basis, duplicate copies of confirmations of all transactions in the
account and duplicate statements for the account and you must report to the
Compliance Officer, within 10 days of the occurrence, all transactions effected
without the use of a registered broker-dealer in Securities (other than
transactions in Exempt Securities).

I have requested that you receive duplicate confirms on my behalf from the
following brokers:

--------------------------------------------------------------------------------
     Name            Broker           Account Number      Date Account Opened
--------------------------------------------------------------------------------

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

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

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

The following are securities transactions that have not been reported and/or
executed other than through a Broker-Dealer (i.e., direct purchase of a private
placement.)

--------------------------------------------------------------------------------
    Date      Buy/Sell     Security Name      Amount      Price    Broker/Issuer
--------------------------------------------------------------------------------

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

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

By signing this document, I am certifying that I have caused duplicate confirms
and duplicate statements to be sent to the Compliance Officer for every
brokerage account that trades in Securities other than Exempt Securities (as
defined in the Allianz Dresdner Asset Management of America's Code of Ethics).

_________________                           ____________________________________
Date                                        Signature

                                       23

<PAGE>

                                                            Appendix IV (cont'd)

1.   Transactions required to be reported. You should report every transaction
     in which you acquired or disposed of any beneficial ownership of any
     security during the calendar quarter. The term "beneficial ownership" is
     the subject of a long history of opinions and releases issued by the
     Securities and Exchange Commission and generally means that you would
     receive the benefits of owning a security. The term includes, but is not
     limited to the following cases and any other examples in the Code:

     (A)  Where the security is held for your benefit by others (brokers,
          custodians, banks and pledgees);

     (B)  Where the security is held for the benefit of members of your
          immediate family sharing the same household;

     (C)  Where securities are held by a corporation, partnership, limited
          liability company, investment club or other entity in which you have
          an equity interest if you are a controlling equityholder or you have
          or share investment control over the securities held by the entity;

     (D)  Where securities are held in a trust for which you are a trustee and
          under which either you or any member of your immediate family have a
          vested interest in the principal or income; and

     (E)  Where securities are held in a trust for which you are the settlor,
          unless the consent of all of the beneficiaries is required in order
          for you to revoke the trust.

     Notwithstanding the foregoing, none of the following transactions need be
     reported:

     (A)  Transactions in securities which are direct obligations of the United
          States;

     (B)  Transactions effected in any account over which you have no direct or
          indirect influence or control; or

     (C)  Shares of registered open-end investment companies.

2.   Security Name. State the name of the issuer and the class of the security
     (e.g., common stock, preferred stock or designated issue of debt
     securities) including the interest rate, principal amount and maturity
     date, if applicable. In the case of the acquisition or disposition of a
     futures contract, put, call option or other right (hereinafter referred to
     as "options"), state the title of the security subject to the option and
     the expiration date of the option.

3.   Futures Transactions. Please remember that duplicates of all Confirmations,
     Purchase and Sale Reports, and Month-end Statements must be sent to the
     firm by your broker. Please double check to be sure this occurs if you
     report a futures transaction. You should use the address below.

4.   Transaction Date. In the case of a market transaction, state the trade date
     (not the settlement date).

5.   Nature of Transaction (Buy or Sale). State the character of the transaction
     (e.g., purchase or sale of security, purchase or sale of option, or
     exercise of option).

6.   Amount of Security Involved (No. of Shares). State the number of shares of
     stock, the face amount of debt securities or other units of other
     securities. For options, state the amount of securities subject to the
     option. If your ownership interest was through a spouse, relative or other
     natural person or through a partnership, trust, other entity, state the
     entire amount of securities involved in the transaction. In such cases, you
     may also indicate, if you wish, the extent of your interest in the
     transaction.

7.   Purchase or Sale Price. State the purchase or sale price per share or other
     unit, exclusive of brokerage commissions or other costs of execution. In
     the case of an option, state the price at which it is currently
     exercisable. No price need be reported for transactions not involving cash.

8.   Broker, Dealer or Bank Effecting Transaction. State the name of the broker,
     dealer or bank with or through whom the transaction was effected.

9.   Signature.  Sign the form in the space provided.

10.  Filing of Report. A report should be filed NO LATER THAN 10 CALENDAR DAYS
     after establishing a new brokerage account or effecting a non-reported
     securities transaction with your local Compliance Officer.

                                       24

<PAGE>

                                                                      Appendix V

                  ALLIANZ DRESDNER ASSET MANAGEMENT OF AMERICA

                       ANNUAL CERTIFICATION OF COMPLIANCE

I hereby certify that I have complied with the requirements of the Allianz
Dresdner Asset Management of America's Code of Ethics and Insider Trading Policy
and Procedures, for the year ended December 31, ____. Pursuant to the Code, I
have disclosed or reported all personal securities holdings and transactions
required to be disclosed or reported thereunder, and complied in all other
respects with the requirements of the Code including the Privacy Policy. I also
agree to cooperate fully with any investigation or inquiry as to whether a
possible violation of the Code has occurred.

Date: __________                                     ___________________________
                                                     Signature



                                                     ___________________________
                                                     Print Name

                                       25

<PAGE>

                                                                     Appendix VI

                        EMPLOYEE TRADE PRECLEARANCE FORM
                  PLEASE USE A SEPARATE FORM FOR EACH SECURITY

<TABLE>
<S>                                                                                                    <C>
------------------------------------------------------------------------------------------------------------------------------------
Name of Employee (please print)

------------------------------------------------------------------------------------------------------------------------------------
Department                          Supervisor                        Telephone                        Date

------------------------------------------------------------------------------------------------------------------------------------
Broker                              Account Number                    Telephone                        Sales Representative
                                                                      (     )
------------------------------------------------------------------------------------------------------------------------------------

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

         [_]  Buy          [_] Sell                           Ticker Symbol           Price:   Limit _______         Market     [_]
                                                              -------------
----------------------------------------------------                                  ----------------------------------------------

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

------------------------------------------------------------------------------------------------------------------------------------
Quantity                            Issue (Full Security Description)
------------------------------------------------------------------------------------------------------------------------------------


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

------------------------------------------------------------------------------------------------------------------------------------
                                          Private       Traded Security
Portfolio Employee        IPO            Placement      in Prior 60 days       Short Sale              Special Instructions
-----------------------------------------------------------------------------------------------------------------------------------

 [_] Yes  [_] No     [_] Yes [_] No  [_] Yes  [_] No    [_] Yes  [_] No      [_] Yes  [_] No

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

Approvals
------------------------------------------------------------------------------------------------------------------------------------
This area reserved for Trading Department use only
------------------------------------------------------------------------------------------------------------------------------------
Trade Has Been                                 Date Approved                                Approved By

[_] Approved         [_] Not Approved
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Legal / Compliance (if required)


------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

    Approvals are valid until the close of business on the day approval has been
    granted. Accordingly, GTC (good till canceled) orders are prohibited. If a
    trade is not executed by the close of business resubmitting a new
    preclearance form is required. It is each employee's responsibility to
    comply with all provisions of the Code. Obtaining preclearance satisfies the
    preclearance requirements of the Code and does not imply compliance with the
    Code's other provisions.

    Preclearance procedures apply to all employees and their immediate family
    (as defined by the Code) including: a) all accounts in the name of the
    employee or the employee's spouse or minor children; b) all accounts in
    which any of such persons have a beneficial interest; and c) all other
    accounts over which any such person exercises any investment discretion.
    Please see the Code for the complete definition of immediate family.

    By signing below the employee certifies the following: The employee agrees
    that the above order is in compliance with the Code of Ethics and is not
    based on knowledge of an actual client order within the previous seven
    calendar days in the security that is being purchased or sold, or knowledge
    that the security is being considered for purchase or sale in one or more
    specific client accounts, or knowledge of a change or pendency of a change
    of an investment management recommendation. The employee also acknowledges
    that he/she is not in possession of material, inside information pertaining
    to the security or issuer of the security.

--------------------------------------------------------------------------------
Employee Signature                                    Date

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


           PLEASE SEND A COPY OF THIS COMPLETED FORM TO THE COMPLIANCE
                       DEPARTMENT FOR ALL EXECUTED TRADES

                                       26

<PAGE>

                                                                    Appendix VII

                  ALLIANZ DRESDNER ASSET MANAGEMENT OF AMERICA

                     PRIVATE PLACEMENT APPROVAL REQUEST FORM
            (Must attach the offering memo or subscription documents)

Date Submitted: ______________

     Employee Name: ___________________________________SSN____-___-_____

Entity/Employee Group: ______________________________________________________

Company Name: _______________________________________________________________

Business Operations Summary: ________________________________________________

Does this company have publicly traded securities?:    [_] Yes   [_] No

Who contacted you regarding this investment?: _______________________________

What is your relationship to the contact person?: ___________________________

What is the total dollar amount of the private placement?: __________________

What is the value of your proposed investment?:______________________________

Do you, or the entity you work for, have a relationship with the Company?
[_] Yes  [_] No
If yes, please explain: _____________________________________________________

Is this investment suitable for client accounts? [_] Yes [_] No
If no, please explain: ______________________________________________________

________________________________________________________________________________

_____________________________________________________________________

Employee signature: _______________________


Approved [_]   Disapproved [_] __________________________   Date:____________
                               Division Head Signature

Approved [_]   Disapproved [_] __________________________   Date:____________
                               Compliance Officer

                                       27

<PAGE>

                                                                   Appendix VIII

                  ALLIANZ DRESDNER ASSET MANAGEMENT OF AMERICA

                                 PRIVACY POLICY

We consider customer privacy to be a fundamental aspect of our relationship with
clients. We are committed to maintaining the confidentiality, integrity and
security of our current, prospective and former clients' personal information.
We have developed policies designed to protect this confidentiality, while
allowing client needs to be served.

In the course of providing you with products and services, we may obtain
non-public personal information about you. This information may come from
sources such as account applications and other forms, from other written,
electronic or verbal correspondence, from your transactions, from your brokerage
or financial advisory firm, financial adviser or consultant, and/or from
information captured on our internet web sites.

We do not disclose any personal or account information provided by you or
gathered by us to non-affiliated third parties, except as required or permitted
by law. As is common in the industry, non-affiliated companies may from time to
time be used to provide certain services, such as preparing and mailing
prospectuses, reports, account statements and other information, conducting
research on client satisfaction and gathering shareholder proxies. We may also
retain non-affiliated companies to market our products and enter in joint
marketing agreements with other companies. These companies may have access to
your personal and account information, but are permitted to use the information
solely to provide the specific service or as otherwise permitted by law. We may
also provide your personal and account information to your brokerage or
financial advisory firm and/or to your financial adviser or consultant.

We do reserve the right to disclose or report personal information to
non-affiliated third parties, in limited circumstances, where we believe in good
faith that disclosure is required under law to cooperate with regulators or law
enforcement authorities, to protect our rights or property or upon reasonable
request by any mutual fund in which you have chosen to invest. In addition, we
may disclose information about you or your accounts to a non-affiliated third
party at your request or if you consent in writing to the disclosure.

We may share client information with our affiliates in connection with servicing
your account or to provide you with information about products and services that
we believe may be of interest to you. The information we share may include, for
example, your participation in our mutual funds or other investment programs,
your ownership of certain types of accounts (such as IRAs), or other data about
your accounts. Our affiliates, in turn, are not permitted to share your
information with non-affiliated entities, except as required or permitted by
law.

We take seriously the obligation to safeguard your non-public personal
information. We have implemented procedures designed to restrict access to your
non-public personal information to our personnel who need to know that
information to provide products or services to you. To guard your non-public
personal information, physical, electronic and procedural safeguards are in
place.

*This privacy policy is applicable to the following entities: ADAM of America
L.P, Cadence Capital Management, NFJ Investment Group, PIMCO, PIMCO Equity
Advisors LLC, Oppenheimer Capital LLC, OCC Distributors LLC, Allianz Hedge Fund
Partners LP, PIMCO Allianz Advisors LLC, Allianz Private Client Services LLC,
PIMCO, CD Distributors LLC, PIMCO Funds Advisors LLC, OpCap Advisors LLC, PIMCO
Funds: Multi-Manager Series; PIMCO Funds: Pacific Investment Management Series;
PIMCO Specialty Markets; PIMCO Commercial Mortgage Securities Trust, Inc., and
the OCC Cash Reserves; Municipal Advantage Fund, Inc.

                                       28

</TEXT>
</DOCUMENT>
