ADDENDUM TO

                       AMENDED AND RESTATED CODE OF ETHICS

                              Dated January 2, 2002


This Addendum is a written clarification of Pzena Investment Management's
treatment of inheritances, gifts and donations of securities by and to Access
Persons.

Section 4(l) of the Code specifically provides that the term "Purchase and Sale
of a Security" as used in the Code includes, inter alia, the writing of an
option to purchase or sell a Security. It has been the Adviser's policy that for
purposes of the personal trade reporting provisions and preclearance
requirements of the Code, the "sale of a Security" also includes the disposition
by an Access Person of that security by donation or gift. On the other hand, the
acquisition by an Access Person of a security by inheritance or gift is not
treated as a "purchase" of that Security under the Code as it is an involuntary
purchase or sale that is an Exempt Transaction under Section 7(b) of the Code.

This Addendum will also serve to confirm in writing the changes in Pzena
Investment Management's designated Compliance Officer and Alternates that became
effective as of June 18, 2001. The Compliance Officer is Katherine M. Kozub; the
Alternates are Amelia C. Jones and Richard S. Pzena.