Exhibit P(1)
CODE OF ETHICS
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Mason Street Funds, Inc.
BE IT RESOLVED, that the code of ethics previously adopted by the Directors
of the corporation is hereby amended and restated to read as follows:
1. Pre-Clearance
(a) No access person shall purchase or sell for his/her personal
account any security without prior clearance from the compliance
officer.
(b) Exceptions - Pre-clearance is not required for:
(1) "Large Cap" Exception.
Any equity security for which the issuer has a market
capitalization (defined as outstanding shares multiplied by
current price per share) of over $1 billion, and the
corporation's access person proposes to buy or sell up to
250 shares of the security per day for his/her personal
account.
- Lists of corporations with over $1 billion in market
capitalization are to be distributed to all access persons
at least annually.
(2) Investment Grade Fixed-Income Securities.
(3) Purchases or sales effected in any account over which the
access person exercises no influence or control.
(4) Purchases or sales which are non-volitional on the part of
the access person.
(5) Purchases which are part of an automatic dividend
reinvestment plan.
(6) Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities,
to the extent such rights were acquired from such issuers,
and sales of such rights so acquired.
(7) Purchases or sales effected by an access person who is a
director of the corporation and who is not an "interested
person" of the corporation as defined in Section 2(a)(19) of
the Investment Company Act of 1940, except if such person
knows that the corporation or Northwestern Mutual Investment
Services, LLC ("NMIS") has purchased or sold, or will
purchase or sell, or has or will give immediate
consideration to the purchase or sale of, the
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same security during the 15-day period immediately preceding
or following the date of the individual's transaction.
(c) Exceptions (b) (1) and (2) shall not apply to the direct or
indirect acquisition of beneficial ownership in any securities by
Investment Personnel of the corporation or its investment adviser
in an Initial Public Offering or in a Limited Offering.
Capitalized terms in the preceding sentence shall have the
meanings assigned to such terms in rule 17j-1 under the
Investment Company Act of 1940. Investment Personnel will be
notified of their status as such.
(d) The compliance officer shall prohibit non-exempt trades of
securities in which a Fund has had or will have transactions
within the previous or subsequent five days, except for (1) any
transactions of any Fund that are effected in response to
directives from a computer program used to simulate the
performance of a market index or (2) any transactions in a Fund
managed by an investment advisor other than NMIS of which the
corporation and NMIS have not been notified.
2. No purchase or sale of securities shall be made based on confidential
information acquired in connection with one's duties with the
corporation where such purchase or sale might prejudice the
corporation or the source of information.
3. No personal favors or preferential treatment from securities dealers
based on one's relationship to NMIS or the corporation shall be sought
or accepted.
4. Portfolio changes for any Fund, either proposed or in process, shall
not be disclosed to brokers, dealers or others (except those concerned
with the transactions) until the changes are completed or the
information becomes public through distribution of a prospectus or
report.
5. One shall not attempt to influence or cause any Fund to purchase, sell
or hold a security of an issuer in which one owns a substantial equity
interest (over 1/10 of 1% beneficial ownership).
6. One shall not act as a director, officer or partner of or own a
substantial equity interest (over 1/10 of 1% beneficial ownership) in
any enterprise unaffiliated with NMIS which directly or through a
subsidiary or affiliate carries on the activities of a securities
dealer or investment banker which to one's knowledge is doing business
with the corporation.
7. The Board of Directors of NMIS, or a special committee appointed by
said Board of Directors, is authorized and directed to conduct such
investigations and to take such action as it deems proper under the
circumstances with regard to any actual or apparent violations of the
code of ethics. The Board of Directors of NMIS or the special
committee shall report within 10 days thereof any investigations
conducted and action taken with respect to officers and directors of
the corporation or NMIS to the Board of Directors of the corporation
and the Board of Directors of the corporation may review and affirm,
reverse or modify any action taken by the Board of Directors of NMIS
or the special committee.
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8. For purposes of this code of ethics, securities do not include
securities issued by the Government of the United States, bankers'
acceptances, certificates of deposit, commercial paper and shares of
registered open-end investment companies.
9. This code of ethics shall apply to all access persons of the
corporation and NMIS. "Access person" shall include:
(a) Any officer or director of the corporation or NMIS;
(b) Any employee of The Northwestern Mutual Life Insurance Company
who, in connection with his regular functions or duties, makes,
participates in, or obtains information regarding the purchase or
sale of a security by any Fund, or whose functions relate to the
making of any recommendations with respect to such purchases or
sales; and
(c) Any Trustee of The Northwestern Mutual Life Insurance Company who
obtains information concerning recommendations made to any Fund
with regard to the purchase or sale of a security.
BE IT FURTHER RESOLVED, that the directors and officers of NMIS are
authorized and directed to implement the reporting and recordkeeping
requirements of Rule 17j-1 under the Investment Company Act of 1940.
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