EX-99.CODE ETH
GABELLI ASSET MANAGEMENT INC. AND AFFILIATES
- --------------------------------------------------------------------------------
JOINT CODE OF ETHICS FOR CHIEF EXECUTIVE
AND SENIOR FINANCIAL OFFICERS OF THE GABELLI FUNDS
- --------------------------------------------------------------------------------
Each investment company 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 Ethics, 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 Ethics 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 or service providers thereof (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 Ethics 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 "TRUST'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 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 Ethics 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 Ethics, unless and until the Directors shall determine
that any such violation of the Additional Conflict Rules is also a violation of
this Code of Ethics.
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 Ethics"; and
o adhere to a high standard of business ethics.
CONFLICTS OF INTEREST
A conflict of interest for the purpose of this Code of Ethics
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 Ethics.
If you are in doubt as to the application or interpretation of
this Code of Ethics to you as a Senior Officer of a Company, you should make
full disclosure of all relevant facts and circumstances to the Chief Compliance
Officer of the Advisory Group (the "CCO") and obtain the approval of the CCO
prior to taking action.
Some conflict of interest situations that should always be
approved by the CCO, 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 ETHICS
If you know of or suspect a violation of this Code of Ethics
or other laws, regulations, policies or procedures applicable to the Trust, you
must report that information on a timely basis to the CCO 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 Ethics, and in reporting on this Code of Ethics:
o the CCO 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 of
the Securities and Exchange Commission or other appropriate
law enforcement authorities.
WAIVERS OF CODE OF ETHICS
Except as otherwise provided in this Code of Ethics, the CCO
is responsible for applying this Code of Ethics to specific situations in which
questions are presented to the CCO and has the authority to interpret this Code
of Ethics in any particular situation. The CCO shall take all action he or she
considers appropriate to investigate any actual or potential violations reported
under this Code of Ethics.
The CCO is authorized to consult, as appropriate, with the
chair of the Governance Committee and 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 Ethics, as appropriate. Any changes to or
waivers of this Code of Ethics 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 Ethics:
o that provided the basis for any amendment or waiver to this
Code of Ethics; and
o relating to any violation of this Code of Ethics 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 Ethics shall be considered confidential and shall be maintained and
protected accordingly. Except as otherwise required by law or this Code of
Ethics, such matters shall not be disclosed to anyone other than the Independent
Trustees 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 Ethics 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 Ethics 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 Ethics for Chief Executive and Senior
Financial Officers of the Gabelli Funds, and I understand its contents. I agree
to comply fully with the standards contained in the Code of Ethics and the
Company's related policies and procedures. I understand that I have an
obligation to report any suspected violations of the Code of Ethics on a timely
basis to the CCO or report it anonymously by following the "whistle blower"
policies adopted by the Advisory Group from time to time.
-------------------------------------
Printed Name
/s/
-------------------------------------
Signature
-------------------------------------
Date
EXHIBIT 1
List of Registered Investment Companies
The Gabelli Asset Fund
Gabelli Blue Chip Value Fund
The Gabelli Convertible and Income Securities Fund Inc.
The Gabelli Dividend & Income Trust
The Gabelli Equity Trust Inc.
The Gabelli Global Gold, Natural Resources & Income Trust
The Gabelli Global Multimedia Trust Inc.
The Global Utility & Income Trust
GAMCO Gold Fund, Inc.
The GAMCO Growth Fund
GAMCO International Growth Fund, Inc.
The GAMCO Mathers Fund
The Gabelli Utilities Fund
The Gabelli Utility Trust
The Gabelli Value Fund Inc.
GABELLI CAPITAL SERIES FUNDS, INC.:
The Gabelli Capital Asset Fund
COMSTOCK FUNDS, INC.
Comstock Capital Value Fund
Comstock Strategy Fund
GABELLI EQUITY SERIES FUNDS, INC.:
The Gabelli Equity Income Fund
The Gabelli Small Cap Growth Fund
The Gabelli Woodland Small Cap Value Fund
GAMCO GLOBAL SERIES FUNDS, INC.:
The GAMCO Global Telecommunications Fund
The GAMCO Global Convertible Securities Fund
The GAMCO Global Growth Fund
The GAMCO Global Opportunity Fund
GABELLI INVESTOR FUNDS, INC.:
The Gabelli ABC Fund
THE GABELLI MONEY MARKET FUNDS:
The Gabelli U.S. Treasury Money Market Fund
NED DAVIS RESEARCH FUNDS
Ned Davis Research Asset Allocation Fund
THE WESTWOOD FUNDS:
Westwood Equity Fund
Westwood Intermediate Bond Fund
Westwood Balanced Fund
Westwood Cash Management Fund
Westwood SmallCap Fund
Westwood Income Fund
Westwood Mighty Mites Fund
January 19, 2006