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Exhibit (p)(6)
BARCLAYS GLOBAL INVESTORS, N.A.
And its Subsidiaries:
BARCLAYS GLOBAL FUNDS ADVISORS
BARCLAYS GLOBAL INVESTORS SERVICES
CODE OF ETHICS
INTRODUCTION
Barclays Global Investors, N.A. and its subsidiaries Barclays Global Funds
Advisors (BGFA) and Barclays Global Investors Services (BGIS), collectively
referred to as "BGI", have adopted the following Code of Ethics regarding
personal securities transaction policies and procedures intended to prevent
their US officers, directors and employees from engaging in any fraudulent or
manipulative acts with respect to accounts managed or advised by BGI as set
forth in SEC 17 CFR 270 Rule 17j-1, SEC 17 CFR 275 Rule 204-2 and OCC Regulation
12 CFR 12.7. Policies and Procedures on Insider Trading and Chinese Walls are
included in Appendix A.
DEFINITIONS
"Securities" are defined as any SEC registered or privately placed equity and
fixed income security, future or option contract, or other related commodity
derivative investment. This includes closed-end mutual funds, unit investment
trusts, physical-form securities, and exchange traded funds. "Securities" do not
include US Treasuries and other direct obligations of the US Government,
banker's acceptance, commercial paper, and shares of registered open- end
investment companies.
"Employee" include any US directors, officers and employees of BGI and his/her
spouse, domestic partner, minor children, a relative who shares the employee's
home or other persons by reason of any contract, arrangement, understanding or
relationship that provides to the employee with sole or shared voting or
investment powers.
"Personal Account" includes any securities account or portfolio in which
securities are held for the employee in which the employee has a direct or
indirect pecuniary (monetary) interest. The term includes IRA and 401(k)
accounts in which securities can be purchased or sold.
PROHIBITED TRADING ACTIVITIES
Insider Trading
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o All employees are prohibited from engaging in insider trading or
tipping.
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Insider trading occurs when a personal securities transaction occurs on the
basis of or while in possession of material, nonpublic information. Information
is considered material if it could reasonably affect the employee's decision to
invest (or not to invest) in a security. Nonpublic information is that which is
generally not available to the ordinary investors in the marketplace. Refer to
Appendix A for further details on insider trading.
Parallel Trading, Front Running and Shadowing Restrictions
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o All employees are prohibited from conducting personal securities
transactions that are considered parallel trading, front running and
shadowing.
Shadowing and parallel trading occur when an employee observes a BGI trade or
trading pattern and places the same (or similar) trade in his/her account or
passes the information to others inside or outside of the company. Front running
occurs when an employee uses (or passes to others who use the information)
advance knowledge of a BGI trade to enter into a personal transaction in the
same security ahead of BGI's order and to capitalize on the impact of the BGI
order.
RESTRICTED TRADING ACTIVITIES
Trading in Barclays PLC Securities and Securities Underwritten by Barclays'
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Affiliates
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o All Members of the Board of Directors of BGI, members of the Management
Committee, employees reporting directly to BGI's Chief Financial
Officer and all employees within the U.S. and Global Finance and
Treasury Groups are prohibited from trading in the securities of
Barclays PLC during the period from the end of the accounting year or
half year until the relevant results are announced, i.e., from January
1 to the preliminary results announcement in February and from July 1
to the interim results announcement in August. During other times,
these individuals must pre-clear trades in Barclays PLC securities in
accordance with the Barclays PLC policy.
o Access Persons are not permitted to purchase securities underwritten by
Barclays' affiliates as manager or co-manager for a period of sixty
days after an offering is commenced.
REQUIREMENTS FOR ALL EMPLOYEES
Reporting of Personal Accounts and Securities Transactions
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o All employees must disclose all personal accounts to US Compliance and
must authorize US Compliance to receive duplicate trade confirmations
and account statements.
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o Upon employment, new employees must sign a document stating that they
understand and agree to abide by BGI's personal trading requirements,
restrictions and prohibitions.
Annual Certification
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o All employees must provide an annual certification of their personal
accounts and securities holdings.
o All employees must certify at least annually their understanding and
compliance with the Code of Ethics.
60 Day Holding Period
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o Employees are required to hold securities including options and futures
for a minimum of 60 days, and to avoid short-term trading practices. US
Compliance may pre-approve exceptions to the 60 day holding period.
Pre-Clearance Prior to Transactions in IPOs, Private Placements, Options, and
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Futures
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o All employees must obtain pre-clearance for transactions in IPOs,
private placements, options and futures. For options and futures, the
employee must execute the transaction by the end the next business day
or request another pre-clearance.
Blackout Periods
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o Employees are restricted from trading securities in selected indexes
during a designated "blackout" period when the specific index is
undergoing a major scheduled reconstitution. US Compliance will notify
employees of the "blackout" periods which will include the period 15
days before and after a major scheduled index reconstitution.
ADDITIONAL REQUIREMENTS FOR ACCESS PERSONS
Access persons include all employees whose Group 1) participates in making
securities purchase and sell recommendations or 2) may have access to timely and
material information concerning BGI's securities transactions. Access Persons
also include the Boards of Directors and officers of BGFA and BGIS.
US Compliance will identify BGI's Access Persons who are required to submit
reports under this Code of Ethics and inform them of their reporting and
securities preclearance obligations.
Reporting of Securities Transactions and Holdings
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o All Access Persons must provide a listing of securities holdings to US
Compliance within 10 calendar days from when a personal account is
opened and provide US Compliance with transaction information until
such time as US Compliance receives duplicate confirmations and
statements.
o All newly hired Access Persons must provide a complete listing of
securities holdings on their initial day of employment.
Access Persons Requiring Pre-clearance by Management and US Compliance
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All Access Persons, whose Group directly participates in making securities
purchase or sell recommendations or has timely and material knowledge of
BGI's securities transactions, must pre-clear their personal securities
transactions with their Group manager in addition to pre-clearance by US
Compliance. The manager will verify that there is no timely or material
knowledge of trades pending for specific securities within the Access
Person's Group. These Groups include Portfolio Management, Trading, Trading
Operations, Client Order Management, Transition Services, Index Research
Group, Alpha Strategy Group and other Groups identified by US Compliance
from time to time.
Access Persons Requiring Pre-clearance from US Compliance Only
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o The following Groups have access to information relating to BGI's
securities transactions. Employees within these Groups must pre-clear
their securities transactions with US Compliance. These Groups include
Internal Audit, US Compliance, US Risk Management, the US Executive
Committee, US members of the Management Committee, BGFA and BGIS Board
of Directors and officers. In addition, all BGI staff who have access
to the following systems must also pre-clear trades with US Compliance:
Landmark, Bulk Console, Beacon, Bidbook, Fifus, TOC, ITOC, TSC,
IntelProd, Quantex and any other systems identified by US Compliance
from time to time.
Pre-clearance authorization is valid until the next day's closing of the
relevant market.
Access Persons are not required to pre-clear transactions in accounts managed by
a registered investment advisor for which full discretion has been granted.
Documentation of such an arrangement must be provided and an exemption must be
obtained from US Compliance who will confirm the discretionary arrangement.
Pre-clearance is not required for transactions in automatic dividend
reinvestment plans, periodic stock purchase plans or in selling or exercising
rights obtained as a shareholder in an issue.
MONITORING OF PERSONAL SECURITIES TRANSACTIONS
Post Trade Review
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o US Compliance will review personal securities transactions to identify
violations of the Code of Ethics. Violations to this policy will be
reviewed by management and disciplinary action may be taken up to and
including dismissal.
ADOPTION AND APPROVAL OF BGI CODE OF ETHICS
US Compliance will present the BGI Code of Ethics for approval by the Board of
Directors or Trustees of all funds for which BGFA or BGIS is the investment
advisor. This will be done at the initiation of investment advisory
services provided by BGFA or BGIS to the fund and no later than six months
after a material change has been adopted. In connection with each approval,
BGFA and BGIS will certify to the board that they have adopted procedures
reasonably necessary to prevent the Access Persons from materially
violating the BGI Code of Ethics.
o BGFA and BGIS will provide to the fund's board a written report
describing issues, material violations and sanctions, and will certify
to the board that procedures have been adopted which are intended to
prevent Access Persons from violating the BGI Code of Ethics. This
report and certification will be submitted Code of Ethics at least
annually.
RECORDKEEPING REQUIREMENTS
BGI will follow the recordkeeping practices outlined below:
o A copy of the Code of Ethics that is in effect, or at any time within
the past five years was in effect, will be maintained in an easily
accessible place.
o A record of any violation of the Code of Ethics, and of any action
taken as a result of the violation, will be maintained in an easily
accessible place for at least five years after the end of the fiscal
year in which the violation occurs.
o A copy of each personal account statement, trade confirmation and any
information provided in lieu of a report will be retained for five
years, two years in an easily accessible location.
o A record of all persons, currently or within the past five years, who
are or were required to make reports, and who are or were responsible
for reviewing these reports will be retained in an easily accessible
location.
o A copy of each report submitted to a fund board pursuant to the Code of
Ethics will be maintained for at least five years after the end of the
fiscal year in which it is made, two years in an easily accessible
location.
o A record of any decision to approve and the reasons supporting the
decision to approve the acquisition by employees of IPOs and private
placements will be
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maintained for at least five years after the end of the fiscal year in
which the approval is granted.
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APPENDIX A
INSIDER TRADING AND CHINESE WALL POLICY
A. Introduction
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The continued success of Barclays depends on its relationships with its
customers and on its well-deserved reputation as an institution
grounded in a tradition of integrity and ethical conduct in all of its
dealings. To maintain this high standard and, thus, Barclays'
reputation in today's regulatory and business climate, requires strict
observance of ethical behavior as well as of legal obligations created
by the Federal securities laws and specific contractual undertakings of
Barclays such as confidentiality agreements. This Policy emphasizes
generally the importance of adhering to professional and ethical
conduct and provides specific policies and, in certain instances,
procedures, with respect to Personal Securities Transactions and
Chinese Walls. These guidelines will help employees meet Barclays'
contractual, ethical and statutory obligations.
BGI EMPLOYEES WHO VIOLATE THESE POLICIES AND PROCEDURES WILL BE SUBJECT
TO SUCH DISCIPLINARY ACTION AS MANAGEMENT DEEMS APPROPRIATE, INCLUDING
A LETTER OF CENSURE OR SUSPENSION, OR REMOVAL FROM OFFICE, OR SUMMARY
TERMINATION OF EMPLOYMENT.
B. Insider Trading
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All employees must strictly comply with Federal, provincial or state
securities laws in transactions on behalf of Barclays and in their own
personal transactions. Such securities laws prohibit trading on
material non-public information ("Insider Trading") or communicating
such information to others who may trade on it ("Tipping").
What constitutes material non-public information ("Inside Information")
must be determined on the basis of all pertinent circumstances. First,
the information must be material. Material information is generally
defined as (i) information for which there is a substantial likelihood
that a reasonable investor would consider it important in making his or
her investment decisions, or (ii) information that is reasonably
certain to have a substantial effect on the price of a company's
securities. Second, the information must be non-public. Information
that has been communicated to the market place is generally public and,
therefore, not Inside Information. For example, information found in a
filing or a report made with the Securities and Exchange Commission or
appearing in newspapers, industry journals, financial newsletters or
other publications would be considered public, although information
obtained by word-of-mouth or through rumors would not necessarily be
public. Information that is known only inside a company
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or to a limited number of outsiders such as accountants, bankers,
financial advisors or attorneys, is not public.
The following information will generally be Inside Information if not
publicly known: (a) information concerning a company, including
information concerning its business, financial matters and management,
such as changes in earnings or dividends, significant technical
achievements, important discoveries of natural resources, the obtaining
or losing of major contracts, or changes in management; and (b)
information concerning a company's securities, including the market for
a security or its terms, such as a prospective tender offer, merger or
acquisition, prospective block trade, prospective private placement or
public offering, impending stock dividend or stock split or proposed
recapitalization. A BGI employee who had any of the types of Inside
Information described above would be guilty of Tipping if he or she (a)
either communicated the Information to another person or (b) simply
told another person, without explanation, to buy or sell the securities
of that company, and the other person did indeed purchase such
securities as a result of such Tipping. Similarly, a staff member,
possessing Inside Information, would be guilty of Insider Trading if he
or she bought or sold securities for his or her personal account, or
for BGI's account, based on that Inside Information.
C. Confidentiality And Chinese Wall Policy
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Beyond simply complying with the letter of the law, employees are
expected to understand and observe the highest professional and ethical
standards in conducting BGI's business. All BGI employees have a duty
to respect the confidential nature of information received from
customers and to use that information only for the purpose for which it
is provided, whether or not that information is Inside Information and
regardless of the basis on which confidentiality is required - whether
it be statutory requirements, ethical considerations or contractual
obligations. Maintaining strict standards with respect to the
confidentiality of information will accomplish several goals. It will
enable BGI to (a) preserve its reputation for corporate integrity, (b)
maintain compliance with the Federal securities laws, and (c) reduce
the occurrence of conflicts of interest both within divisions (and even
within teams) as well as between separate operating entities of
Barclays. Indeed, maintaining strict standards of confidentiality will
enable BGI to serve the needs of its customers more effectively.
In certain areas Chinese Walls will be, or have been, established to
ensure that employees have adopted procedures to safeguard the
confidentiality of information. The term "Chinese Wall" is a familiar
one to most people. However, what it means or how it actually operates
in the workplace is often misunderstood.
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A Chinese Wall is a barrier that controls or restricts the flow of
confidential information. It is essentially a system or set of
procedures designed to segregate information and prevent the
communication of that information between certain people or operating
areas. The procedures that comprise each Chinese Wall may vary
depending on the location of the particular wall or the times when it
is operative. A Chinese Wall may need to be in place only at certain
times or on a constant basis. A Chinese Wall may need to be located
between various operating areas, between divisions, between teams
within a division and even, temporarily, between staff who are on the
same team but assigned to different accounts. The existence and proper
maintenance of Chinese Walls will allow Barclays to serve
simultaneously the needs of customers who have competing interests. For
the most part, the maintenance of Chinese Walls will reduce the
occurrence of conflicts of interest within Barclays as well as reduce
the possibility of abuse of Inside Information.
Regardless of the existence of specific Chinese Walls, the following
procedures should be observed by all employees at all times:
1. Never communicate confidential information to anyone outside
Barclays except for communications with auditors, approved
counsel or other experts who have been specifically engaged
for certain matters. Communicate confidential information
inside Barclays only on a need-to-know basis.
2. Do not communicate confidential information through a Chinese
Wall unless permission is obtained from the appropriate
designated manager or the Manager of Compliance.
3. Never discuss confidential information in a public place such
as an elevator, a restaurant or a hallway.
4. Always log off your computer before leaving the area for any
length of time and at the end of the day.
5. Use systems and information solely for authorized activities.
6. Notify a supervisor of any unauthorized use or misuse of the
system or information or any activity that appears
questionable.
7. Maintain the secrecy of passwords and other system access
identification.
8. Prevent others from using a terminal to which another employee
has logged on until that employee has logged off.
9. Keep documents and papers containing confidential information
in locked file cabinets or other secured facilities. Do not
leave papers and documents containing confidential information
exposed on desks or credenzas.
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