EX-99.CODE ETH
CODE OF ETHICS PURSUANT TO SECTION 406 OF THE SARBANES-OXLEY
ACT OF 2002 FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL
OFFICERS
SEPTEMBER 16, 2003
I. COVERED OFFICERS/PURPOSE OF THE CODE
This Code of Ethics (this "Code") pursuant to Section 406 of the
Sarbanes-Oxley Act of 2002 has been adopted by the registered investment
companies (each a "Fund" and, collectively, the "Funds") listed on Exhibit A and
applies to each Fund's Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer (the "Covered Officers" each of whom is
identified in Exhibit B) for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
o full, fair, accurate, timely and understandable disclosure in
reports and documents that a Fund files with, or submits to,
the Securities and Exchange Commission ("SEC") and in other
public communications made by a Fund;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to conflicts of
interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ANY ACTUAL OR APPARENT
CONFLICTS OF INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his service to, the
relevant Fund. For example, a conflict of interest would arise if a Covered
Officer, or a member of the Covered Officer's family, receives improper personal
benefits as a result of the Covered Officer's position with the relevant Fund.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the relevant Fund and already are subject to conflict of
interest provisions
and procedures in the Investment Company Act of 1940 (including the regulations
thereunder, the "1940 Act") and the Investment Advisers Act of 1940 (including
the regulations thereunder, the "Investment Advisers Act"). Indeed, conflicts of
interest are endemic for certain registered management investment companies and
those conflicts are both substantially and procedurally dealt with under the
1940 Act. For example, Covered Officers may not engage in certain transactions
with a Fund because of their status as "affiliated persons" of such Fund. The
compliance program of each Fund and the compliance programs of its investment
advisers (including sub-advisers), principal underwriter and administrator or
sub-administrator (each a "Service Provider" and, collectively, the "Service
Providers") are reasonably designed to prevent, or identify and correct,
violations of many of those provisions, although they are not designed to
provide absolute assurance as to those matters. This Code does not, and is not
intended to, repeat or replace these programs and procedures, and such conflicts
fall outside of the parameters of this Code. See also Section V of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between a Fund and its Service Providers of which the Covered Officers are also
officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether for the Funds or
for a Service Provider, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the Service Providers
and the Funds. The participation of the Covered Officers in such activities is
inherent in the contractual relationships between the Funds and their Service
Providers and is consistent with the performance by the Covered Officers of
their duties as officers of the relevant Fund. Thus, if performed in conformity
with the provisions of the 1940 Act, the Investment Advisers Act, other
applicable law and the relevant Fund's constitutional documents, such activities
will be deemed to have been handled ethically. Frequently, the 1940 Act
establishes, as a mechanism for dealing with conflicts, disclosure to and
approval by the Directors/Trustees of a Fund who are not "interested persons" of
such Fund under the 1940 Act. In addition, it is recognized by the Funds' Boards
of Directors/Trustees ("Boards") that the Covered Officers may also be officers
or employees of one or more other investment companies covered by this or other
codes and that such service, by itself, does not give rise to a conflict of
interest.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not the subject of provisions of the 1940 Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under the Code, but Covered Officers should bear in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the relevant Fund, unless the personal interest has been disclosed
to and approved by other officers of such Fund or such Fund's Board or a
committee of such Fund's Board that has no such personal interest.
* * * *
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Each Covered Officer must not:
o use his personal influence or personal relationships
improperly to influence investment decisions or financial
reporting by the relevant Fund whereby the Covered Officer
would benefit personally to the detriment of such Fund;
o cause the relevant Fund to take action, or fail to take
action, for the individual personal benefit of the Covered
Officer rather than the benefit such Fund; or
o retaliate against any other Covered Officer or any employee of
the Funds or their Service Providers for reports of potential
violations that are made in good faith.
There are some conflict of interest situations that should always be
approved by the President of the relevant Fund (or, with respect to activities
of the President, by the Chairman of the relevant Fund). These conflict of
interest situations are listed below:
o service on the board of directors or governing board of a
publicly traded entity;
o acceptance of any investment opportunity or of any material
gift or gratuity from any person or entity that does business,
or desires to do business, with the relevant Fund. For these
purposes, material gifts do not include (i) gifts from a
single giver so long as their aggregate annual value does not
exceed the equivalent of $100.00 or (ii) attending 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 the Covered Person and the
giver are present.(1)
o any ownership interest in, or any consulting or employment
relationship with, any entities doing business with the
relevant Fund, other than a Service Provider or an affiliate
of a Service Provider. This restriction shall not apply to or
otherwise limit the ownership of publicly traded securities so
long as the Covered Person's ownership does not exceed more
than 2% of the outstanding securities of the relevant class.
o a direct or indirect financial interest in commissions,
transaction charges or spreads paid by the relevant Fund for
effecting portfolio transactions or for selling or redeeming
shares other than an interest arising from the Covered
Officer's employment with a Service Provider or its affiliate.
This restriction shall not apply to or otherwise limit the
ownership of
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(1) The $100.00 threshold was taken from the ADAMA Code of Ethics.
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publicly traded securities so long as the Covered Person's
ownership does not exceed more than 2% of the particular class
of security outstanding.
III. DISCLOSURE AND COMPLIANCE
o no Covered Officer should knowingly misrepresent, or cause
others to misrepresent, facts about the relevant Fund to
others, whether within or outside such Fund, including to such
Fund's Board and auditors, and to governmental regulators and
self-regulatory organizations;
o each Covered Officer should, to the extent appropriate within
his area of responsibility, consult with other officers and
employees of the Funds and the Service Providers or with
counsel to the Funds with the goal of promoting full, fair,
accurate, timely and understandable disclosure in the
registration statements or periodic reports that the Funds
file with, or submit to, the SEC (which, for sake of clarity,
does not include any sales literature, omitting prospectuses,
or "tombstone" advertising prepared by the relevant Fund's
principal underwriter(s)); and
o it is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by
applicable laws, rules and regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of the Code (or thereafter as applicable, upon
becoming a Covered Officer), affirm in writing to the relevant
Fund that he has received, read, and understands the Code;
o provide full and fair responses to all questions asked in any
Trustee and Officer Questionnaire provided by the relevant
Fund as well as with respect to any supplemental request for
information; and
o notify the President of the relevant Fund promptly if he is
convinced to a moral certainty that there has been a material
violation of this Code (with respect to violations by a
President, the Covered Officer shall report to the Chairman of
the relevant Fund).
The President of each Fund is responsible for applying this Code to
specific situations in which questions are presented under it and has the
authority to interpret this Code in any particular situation. However, any
approvals or waivers sought by the President will be considered by the Chairman
of the relevant Fund.
The Funds will follow these procedures in investigating and enforcing
this Code:
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o the President will take all appropriate action to investigate
any potential material violations reported to him, which
actions may include the use of internal or external counsel,
accountants or other personnel;
o if, after such investigation, the President believes that no
material violation has occurred, the President is not required
to take any further action;
o any matter that the President believes is a material violation
will be reported to the Committee;
o if the Committee concurs that a material violation has
occurred, it will inform and make a recommendation to the
Board, which will consider appropriate action, which may
include review of, and appropriate modifications to applicable
policies and procedures; notification to appropriate personnel
of a Service Provider or its board; or a recommendation to
dismiss the Covered Officer;
o the Committee will be authorized to grant waivers, as it deems
appropriate; and
o any changes to or waivers of this Code will, to the extent
required, be disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds or the Funds' Service Providers govern or
purport to govern the behavior or activities of the Covered Officers who are
subject to this Code, they are superseded by this Code to the extent that they
conflict with the provisions of this Code. The Funds' and their Service
Providers's codes of ethics under Rule 17j-1 under the 1940 Act and the Service
Providers's more detailed compliance policies and procedures are separate
requirements applying to the Covered Officers and others, and are not part of
this Code.
VI. AMENDMENTS
Any material amendments to this Code, other than amendments to Exhibit
A, must be approved or ratified by a majority vote of the Board.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone except as permitted by the Board.
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VIII. INTERNAL USE
The Code is intended solely for the internal use by the Funds and does
not constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.
Date: September 16, 2003
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EXHIBIT A
Registered Investment Companies
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PIMCO Municipal Income Fund I/II/III
PIMCO California Municipal Income Fund I/II/III
PIMCO New York Municipal Income Fund I/II/III
PIMCO Corporate Income Fund
PIMCO Corporate Opportunity Fund
Nicholas-Applegate Convertible & Income Fund
PIMCO High Income Fund
Nicholas-Applegate Convertible & Income Fund II
PIMCO Floating Rate Income Fund
Municipal Advantage Fund Inc.
Fixed Income Shares
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EXHIBIT B
Persons Covered by this Code of Ethics
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PRINCIPAL EXECUTIVE OFFICER PRINCIPAL FINANCIAL OFFICER PRINCIPAL ACCOUNTING OFFICER
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Brian S. Shlissel Lawrence G. Altadonna Lawrence G. Altadonna
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Note that the listed officers are "Covered Officers" of each of the Funds listed
on Exhibit A.
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