EX-99.CODE ETH
GAMCO INVESTORS, INC. AND AFFILIATES
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JOINT CODE OF ETHICS FOR CHIEF EXECUTIVE
AND SENIOR FINANCIAL OFFICERS OF THE GABELLI FUNDS
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Each affiliated registered investment company (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, 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, 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 Chief Compliance
Officer or report it anonymously by following the "whistle blower" policies
adopted by the Advisory Group from time to time.
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