EX-99.CODE ETH
CODE OF CONDUCT FOR
CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS
OF
THE GABELLI FUNDS
AS ADOPTED BY THE BOARDS OF TRUSTEES/DIRECTORS
MAY 2003
Each Gabelli Fund listed on Exhibit 1 hereto (each a
"Company") is committed to conducting business in accordance with applicable
laws, rules and regulations and the highest standards of business ethics, and to
full and accurate disclosure -- financial and otherwise -- in compliance with
applicable law. This Code of Conduct, applicable to each Company's Chief
Executive Officer, President, Chief Financial Officer and Treasurer (or persons
performing similar functions) (together, "Senior Officers"), sets forth policies
to guide you in the performance of your duties.
As a Senior Officer, you must comply with applicable law. You
also have a responsibility to conduct yourself in an honest and ethical manner.
You have leadership responsibilities that include creating a culture of high
ethical standards and a commitment to compliance, maintaining a work environment
that encourages the internal reporting of compliance concerns and promptly
addressing compliance concerns.
This Code of Conduct recognizes that the Senior Officers are
subject to certain conflicts of interest inherent in the operation of investment
companies, because the Senior Officers currently or may in the future serve as
Senior Officers of each of the Companies, as officers or employees of the
investment advisor to the Companies (the "Advisor") and/or affiliates of the
Advisor (the "Advisory Group") and as officers or trustees/directors of other
registered investment companies and unregistered investment funds advised by the
Advisory Group. This Code of Conduct also recognizes that certain laws and
regulations applicable to, and certain policies and procedures adopted by, the
Companies or the Advisory Group govern your conduct in connection with many of
the conflict of interest situations that arise in connection with the operations
of the Companies, including:
o the Investment Company Act of 1940, and the rules and regulation
promulgated thereunder by the Securities and Exchange Commission (the
"1940 Act");
o the Investment Advisers Act of 1940, and the rules and regulations
promulgated thereunder by the Securities and Exchange Commission (the
"Advisers Act");
o the Code of Ethics adopted by each Company pursuant to Rule 17j-1(c)
under the 1940 Act (collectively, the "Company's 1940 Act Code of
Ethics");
o one or more codes of ethics adopted by the Advisory Group that have
been reviewed and approved by those trustees/directors (the
"Directors") of each Company that are not "interested persons" of such
Company (the "Independent Directors") within the meaning of the 1940
Act (the "Advisory Group's 1940 Act Code of Ethics" and, together with
such Company's 1940 Act Code of Ethics, the "1940 Act Codes of
Ethics");
o the policies and procedures adopted by each Company to address conflict
of interest situations, such as procedures under Rule 10f-3, Rule
17a-7, Rule 17d-1 and Rule 17e-1 under the 1940 Act (collectively, the
"Conflict Policies"); and
o the Advisory Group's policies and procedures to address, among other
things, conflict of interest situations and related matters
(collectively, the "Advisory Policies").
The provisions of the 1940 Act, the Advisers Act, the 1940 Act Codes of Ethics,
the Conflict Policies and the Advisory Policies are referred to herein
collectively as the "Additional Conflict Rules".
This Code of Conduct is different from, and is intended to
supplement, the Additional Conflict Rules. Accordingly, a violation of the
Additional Conflict Rules by a Senior Officer is hereby deemed not to be a
violation of this Code of Conduct, unless and until the Directors shall
determine that any such violation of the Additional Conflict Rules is also a
violation of this Code of Conduct.
SENIOR OFFICERS SHOULD ACT HONESTLY AND CANDIDLY
Each Senior Officer has a responsibility to each Company to
act with integrity. Integrity requires, among other things, being honest and
candid. Deceit and subordination of principle are inconsistent with integrity.
Each Senior Officer must:
o act with integrity, including being honest and candid while still
maintaining the confidentiality of information where required by law or
the Additional Conflict Rules;
o comply with the laws, rules and regulations that govern the conduct of
each Company's operations and report any suspected violations thereof
in accordance with the section below entitled "Compliance With Code Of
Conduct"; and
o adhere to a high standard of business ethics.
CONFLICTS OF INTEREST
A conflict of interest for the purpose of this Code of Conduct
occurs when your private interests interfere in any way, or even appear to
interfere, with the interests of a Company.
Senior Officers are expected to use objective and unbiased
standards when making decisions that affect each Company, keeping in mind that
Senior Officers are subject to certain inherent conflicts of interest because
Senior Officers of a Company also are or may be officers of other Companies
and/or the Advisory Group (as a result of which it is incumbent upon you to be
familiar with and to seek to comply with the Additional Conflict Rules).
You are required to conduct the business of each Company in an
honest and ethical manner, including the ethical handling of actual or apparent
conflicts of interest between personal and business relationships. When making
any investment, accepting any position or benefits, participating in any
transaction or business arrangement or otherwise acting in a manner that creates
or appears to create a conflict of interest with respect to each Company where
you are receiving a personal benefit, you should act in accordance with the
letter and spirit of this Code of Conduct.
If you are in doubt as to the application or interpretation of
this Code of Conduct to you as a Senior Officer of a Company, you should make
full disclosure of all relevant facts and circumstances to the general counsel
of the Advisory Group (the "General Counsel") and obtain the approval of the
General Counsel prior to taking action.
Some conflict of interest situations that should always be
approved by the General Counsel, if material, include the following:
o the receipt of any entertainment or non-nominal gift by the Senior
Officer, or a member of his or her family, from any company with which
a Company has current or prospective business dealings (other than the
Advisory Group), unless such entertainment or gift is business related,
reasonable in cost, appropriate as to time and place, and not so
frequent as to raise any question of impropriety;
o any ownership interest in, or any consulting or employment relationship
with, of any of the Companies' service providers, other than the
Advisory Group; or
o a direct or indirect financial interest in commissions, transaction
charges or spreads paid by a Company for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Senior Officer's employment by the Advisory Group,
such as compensation or equity ownership.
DISCLOSURES
It is the policy of each Company to make full, fair, accurate,
timely and understandable disclosure in compliance with all applicable laws and
regulations in all reports and documents that such Company files with, or
submits to, the Securities and Exchange Commission or a national securities
exchange and in all other public communications made by such Company. As a
Senior Officer, you are required to promote compliance with this policy and to
abide by such Company 's standards, policies and procedures designed to promote
compliance with this policy.
Each Senior Officer must:
o familiarize himself or herself with the disclosure requirements
applicable to each Company as well as the business and financial
operations of each Company; and
o not knowingly misrepresent, or cause others to misrepresent, facts
about any Company to others, including to the Directors, such Company's
independent auditors, such Company's counsel, any counsel to the
Independent Directors, governmental regulators or self-regulatory
organizations.
COMPLIANCE WITH CODE OF CONDUCT
If you know of or suspect a violation of this Code of Conduct
or other laws, regulations, policies or procedures applicable to any Company,
you must report that information on a timely basis to the General Counsel or
report it anonymously by following the "whistle blower" policies adopted by the
Advisory Group from time to time. NO ONE WILL BE SUBJECT TO RETALIATION BECAUSE
OF A GOOD FAITH REPORT OF A SUSPECTED VIOLATION.
Each Company will follow these procedures in investigating and
enforcing this Code of Conduct, and in reporting on this Code of Conduct:
o the General Counsel will take all appropriate action to investigate any
actual or potential violations reported to him or her;
o violations and potential violations will be reported to the Board of
Directors of each affected Company after such investigation;
o if the Board of Directors determines that a violation has occurred, it
will take all appropriate disciplinary or preventive action; and
o appropriate disciplinary or preventive action may include a letter of
censure, suspension, dismissal or, in the event of criminal or other
serious violations of law, notification to the Securities and Exchange
Commission or other appropriate law enforcement authorities.
WAIVERS OF CODE OF CONDUCT
Except as otherwise provided in this Code of Conduct, the
General Counsel is responsible for applying this Code of Conduct to specific
situations in which questions are presented to the General Counsel and has the
authority to interpret this Code of Conduct in any particular situation. The
General Counsel shall take all action he or she considers appropriate to
investigate any actual or potential violations reported under this Code of
Conduct.
The General Counsel is authorized to consult, as appropriate,
with counsel to the affected Company, the Advisory Group or the Independent
Directors, and is encouraged to do so.
The Board of Directors of the affected Company is responsible
for granting waivers of this Code of Conduct, as appropriate. Any changes to or
waivers of this Code of Conduct will, to the extent required, be disclosed on
Form N-CSR, or otherwise, as provided by Securities and Exchange Commission
rules.
RECORDKEEPING
Each Company will maintain and preserve for a period of not
less than six (6) years from the date an action is taken, the first two (2)
years in an easily accessible place, a copy of the information or materials
supplied to the Boards of Directors pursuant to this Code of Conduct:
o that provided the basis for any amendment or waiver to this Code of
Conduct; and
o relating to any violation of this Code of Conduct and sanctions imposed
for such violation, together with a written record of the approval or
action taken by the relevant Board of Directors.
CONFIDENTIALITY
All reports and records prepared or maintained pursuant to
this Code of Conduct shall be considered confidential and shall be maintained
and protected accordingly. Except as otherwise required by law or this Code of
Conduct, such matters shall not be disclosed to anyone other than the
Independent Directors and their counsel, the Companies and their counsel, the
Advisory Group and its counsel and any other advisors, consultants or counsel
retained by the Directors, the Independent Directors or any committee of
Directors.
AMENDMENTS
This Code of Conduct may not be amended as to any Company
except in written form, which is specifically approved by a majority vote of the
affected Company's Directors, including a majority of its Independent Directors.
NO RIGHTS CREATED
This Code of Conduct is a statement of certain fundamental
principles, policies and procedures that govern each of the Senior Officers in
the conduct of the Companies' business. It is not intended to and does not
create any rights in any employee, investor, supplier, competitor, shareholder
or any other person or entity.
ACKNOWLEDGMENT FORM
I have received and read the Joint Code of Conduct for Chief Executive and
Senior Financial Officers, and I understand its contents. I agree to comply
fully with the standards contained in the Code of Conduct and the Company's
related policies and procedures. I understand that I have an obligation to
report any suspected violations of the Code of Conduct on a timely basis to the
General Counsel or report it anonymously by following the "whistle blower"
policies adopted by the Advisory Group from time to time.
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Printed Name
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Signature
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Date
EXHIBIT 1
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LIST OF REGISTERED INVESTMENT COMPANIES
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The Gabelli Asset Fund
The Gabelli Dividend & Income Trust
The Gabelli Growth Fund
The Gabelli Value Fund Inc.
The Gabelli Convertible Securities Fund, Inc.
The Gabelli Global Multimedia Trust Inc.
The Gabelli Equity Trust Inc.
Gabelli Gold Fund, Inc.
Gabelli International Growth Fund, Inc.
The Gabelli Mathers Fund
Gabelli Blue Chip Value Fund
The Gabelli Utilities Fund
The Gabelli Utility Trust
GABELLI EQUITY SERIES FUNDS, INC.:
The Gabelli Equity Income Fund
The Gabelli Small Cap Growth Fund
The Gabelli Woodland Small Cap Value Fund
GABELLI INVESTOR FUNDS, INC.:
The Gabelli ABC Fund
GABELLI GLOBAL SERIES FUNDS, INC.:
The Gabelli Global Telecommunications Fund
The Gabelli Global Convertible Securities Fund
The Gabelli Global Growth Fund
The Gabelli Global Opportunity Fund
THE GABELLI MONEY MARKET FUNDS:
The Gabelli U.S. Treasury Money Market Fund
GABELLI CAPITAL SERIES FUNDS, INC.:
The Gabelli Capital Asset Fund
THE GABELLI WESTWOOD FUNDS:
Gabelli Westwood Equity Fund
Gabelli Westwood Intermediate Bond Fund
Gabelli Westwood Balanced Fund
Gabelli Westwood Cash Management Fund
Gabelli Westwood SmallCap Fund
Gabelli Westwood Realty Fund
Gabelli Westwood Mighty Mites Fund
THE TREASURER'S FUND, INC.
U.S. Treasury Money Market Portfolio
Domestic Prime Money Market Portfolio
Tax Exempt Money Market Portfolio
Global Money Market Portfolio
Limited Term Portfolio
Tax Exempt Limited Term Portfolio
COMSTOCK FUNDS, INC.
Comstock Capital Value Fund
Comstock Strategy Fund
NED DAVIS RESEARCH FUNDS
Ned Davis Research Asset Allocation Fund
August 20, 2003