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Exhibit 99(P)(2)
Code of Ethics - Table of Contents
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Statement of General Principles...................................... 1
Applicability of Code to Employees of Non-US Offices................. 1
What is the Code of Ethics........................................... 2
Section 1 - Definitions.............................................. 2
Section 2 - Exempted Transactions.................................... 6
Section 3 - Trading Restrictions
A. Personal Securities Transactions "Black-out"
Trading Restrictions................................... 6
B. Securities Maintained on an "Approved List"............ 8
Section 4 - Preclearance
A. Preclearance of Securities Transactions................ 12
B. Short-term Trading..................................... 12
Section 5 - Reporting................................................ 13
Section 6 - Annual Certification..................................... 16
Section 7 - Exemptive Relief......................................... 16
Section 8 - Violations and Sanctions................................. 16
Section 9 - Issues Forum............................................. 17
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Code Of Ethics
State Street Global Advisors
("SSgA")
Statement of General Principles
In addition to any particular duties or restrictions set forth in the SSgA Code
of Ethics (the "Code"), every employee of the Adviser must adhere to the
following general principles:
I. Since our clients have entrusted us with their assets, we must, at all
times, place the interests of these clients first. These clients include
the mutual funds which we advise, participants in the State Street Bank and
Trust Company collective investment vehicles and those clients for whom we
manage discretionary accounts.
II. Transactions executed for the employee's personal account must be conducted
in a manner consistent with this Code and in such a manner as to avoid any
actual or perceived conflict of interest or any abuse of the employee's
position of trust and responsibility.
III. Employees are encouraged to make investment decisions regarding their
personal accounts with a long term view. Short-term trading is strongly
discouraged.
IV. Employees must not take inappropriate advantage of their position.
Applicability of Code to Employees of Non-US Offices
Employees of the Adviser's Non-US offices are subject to the terms of the Code.
In addition, however, such employees remain subject to any local laws and
regulations affecting personal investments, investments on behalf of customers
and other activities governed by the Code. It is the responsibility of each
employee to adhere to such regulations. In the event of any inconsistency
between local law or regulation and the terms of this Code, the employee must
adhere to the highest applicable standard.
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What is the Code of Ethics?
The Code of Ethics, hereafter referred to as the "Code", is the policy statement
that State Street Global Advisors has adopted which primarily governs personal
securities transactions of its employees. It is designed to ensure that
employees conduct their personal securities transactions in a manner which does
not create an actual or potential conflict of interest to the bank's business or
fiduciary responsibilities. In addition, the Code establishes standards that
prohibit the trading in or recommending of securities based upon material, non-
public information or the tipping of such information to others.
The SSgA Risk Management and Compliance Department oversees overall compliance
with the Code. Failure to comply with the Code could result in company imposed
sanctions, and possible criminal and civil liability, depending on the
circumstances.
Section 1 - Definitions
A. "Access Person" or " Investment Personnel" as defined by Rule 17j-1 under
the Investment Company Act of 1940, as amended ("the 1940 Act"), means "any
Portfolio Manager, Investment Person or Reporting Associate of State Street
Global Advisors or of such other divisions as determined by the Adviser
from time to time, and any other employee of the Adviser designated as an
Access Person by the Compliance Officer by virtue of his or her stature
within the organization."
The following Access Person levels have been established by the SSgA Boston
office. The levels reflect the minimum requirements of the Code of Ethics.
A listing of Access Persons is maintained by the local Compliance Officer.
The local Compliance Officer, at his or her discretion, can impose higher
standards in their local environment.
1. "Portfolio Manager" (Level 1) means "the persons identified by the
Adviser, as the portfolio manager or back-up portfolio manager of a
Fund."
2. "Investment Person" (Level 2) means "any employee of the Adviser who,
in connection with his or her regular functions or duties,
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makes, participates in, or obtains information regarding the purchase
or sale of a Security by a Fund prior to or contemporaneous with such
purchase or sale, or whose functions relate to the making of any
recommendations with respect to such purchase or sale."
3. "Reporting Associate" (Level 3) means "(i) any director, officer or
employee of the Adviser who, with respect to any Fund, makes any
recommendation, participates in the determination of which
recommendation will be made, or whose principal function or duties
relate to the determination of which recommendation will be made, or
who, in connection with his or her duties, obtains any information
concerning recommendations on Securities being made by the Adviser to
any Fund, and (ii) any employee of the Adviser who, in connection with
his or her regular functions or duties, makes, participates in or
obtains information regarding the purchases or sales of Securities
made by a Fund or whose functions relate to the making of any
recommendations with respect to the purchases or sales.
B. "Adviser" means "State Street Global Advisors" and any other investment
advisory division of State Street Bank and Trust Company, "State Street
Global Advisors, Inc." and any subsidiary thereof, "State Street Brokerage"
and "State Street Banque, S.A." and such other entities as from time to
time designated by the Compliance Officer.
C. "Approved List" means Securities followed by the Global Fundamental
Research Group and tracked on the Approved List. Securities may be added,
removed, or undergo periodic ratings changes.
D. "Associated Portfolio" means with respect to an Access Person any Portfolio
in the fund group for which such person acts as a Portfolio Manager,
Investment Person or Reporting Associate (e.g., accounts for which the
Access Person is Portfolio Manager, designated Back-up Portfolio Manager).
E. "Beneficial Ownership" shall be interpreted in the same manner as it would
be in determining whether a person is subject to the provisions of Section
16 of the Securities Exchange Act of 1934 and the rules and regulations
thereunder, except
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that the determination of direct or indirect Beneficial Ownership shall
apply to all Securities which an Access Person has or acquires other than
those Securities which are acquired through dividend reinvestment.
Beneficial Ownership generally extends to accounts in the name of:
. the Access Person;
. the Access Person's spouse;
. the Access Person's minor children;
. the Access Person's adult children living in the Access Person's home;
and
. any other relative whose investments the Access Person directs
(regardless of whether he or she resides in the Access Person's home).
Beneficial Ownership also includes accounts of another person or entity if
by reason of any contract, understanding, relationship, agreement or other
arrangement the Access Person obtains therefrom benefits substantially
equivalent to those of ownership. Access Persons should contact the local
Compliance Officer regarding any questions they may have concerning
Beneficial Ownership.
F. "Compliance Officer" shall mean the person identified by the State Street
Global Advisors division of the Adviser, from time to time, as the local
Compliance Officer of SSgA.
G. "Control" means the power to exercise a controlling influence over an
account.
H. "de minimis transaction" is a personal trade that, when client orders are
pending, meets the following conditions: i) proposed personal trade does
not exceed 2% of the average 10 day trading volume in the subject security,
AND ii) pending client orders do not exceed the 2% limit.
I. "Fund" or "Funds" means "any mutual fund, bank collective fund, common
trust fund, separate account or other type of account advised or sub-
advised by the Adviser."
J. "Fundamental Access Person" means "any Access Person (Level 1-3) who either
has access to or receives updates concerning the fundamental research (as
distinguished from
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the quantitative management process) used in connection with the managing a
Fund, and who is identified as such on a list maintained by the Compliance
Department."
K. "Level 4 Person" means " any individual employed by the Adviser who is not
an Access Person (Level 1-3) and who is identified as a Level 4 Person by
SSgA Risk Management and Compliance."
L. "Portfolio" means "any investment portfolio of a Fund."
M. "Purchase or Sale of a Security" includes, among other things, the writing
of an option to purchase or sell a Security.
N. "Security" shall have the meaning set forth in Section 2(a)(36) of the 1940
Act, provided that "Security" shall not include direct obligations of the
government of the United States, bankers' acceptances, bank certificates of
deposit, commercial paper and high quality short-term debt instruments,
including repurchase agreements, and shares issued by an open-end
investment company registered under the 1940 Act (e.g., open-end mutual
funds.)
This definition of "Security" includes, but is not limited to: any note,
stock, treasury stock, bond, debenture, evidence of indebtedness,
certificates of interest or participation in any profit-sharing agreement,
any put, call, straddle, option or privilege on any Security or on any
group or index of Securities, or any put, call, straddle, option or
privilege entered into on a national securities exchange relating to
foreign currency.
Further, for the purpose of this Code, "Security" shall include any
commodities contracts as defined in Section 2(a)(1)(A) of the Commodity
Exchange Act. This definition includes but is not limited to futures
contracts on equity indices.
Any questions as to whether a particular investment constitutes a
"Security" should be referred to the local Compliance Officer.
O. "Short-term Trading" means buying and selling or selling and buying the
same security within a 60 day period.
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Section 2 - Exempted Transactions
The "Trading Restrictions" (Section 3A) and "Preclearance" requirements (Section
4) of this Code shall not apply to:
A. Purchases or sales effected in any account over which the Access Person or
Level 4 Person has no direct or indirect influence or control (e.g.,
assignment of management discretion in writing to another party). However,
if management authority is ceded to a person in the same household (spouse,
dependent children or other individual living in the same household as the
Access Person or the Level 4 Person), then trading restrictions and
preclearance requirements still have to be met.
B. Acquisition of a Security due to dividend reinvestment or similar automatic
periodic investments process or through the exercise of rights, warrants or
tender offers. However, these transactions remain subject to the Code's
"Reporting" requirements as set forth in Section 5.
C. Securities issued by the U.S. Government or an agency or instrumentality
thereof. However, only direct obligations of the U.S. Government are exempt
from the reporting requirements set forth in Section 5.
E. With respect to Access Persons employed in a non-US office, purchases or
sales of Securities issued by the government of the country in which such
office is located. However, these transactions remain subject to the Code's
"Reporting" requirements as set forth in Section 5.
Section 3 - Trading Restrictions/Prohibitions
A. Personal Securities Transaction "Black-out" Trading Restrictions
1. Prohibited trading "black-out" periods. The following categories of
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personnel are subject to the following restrictions upon execution of
personal securities transactions for his or her own personal account
or on behalf of an account in which he or she has Beneficial
Ownership:
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(a) "Pending order" restriction. Subject only to the de minimis
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transaction exceptions noted below, no Access Person (Level 1-3)
may purchase or sell a Security or any equivalent Security with
respect to which such Access Person knows or should have known
that any Fund (i) has outstanding a purchase or sale order (the
"pending order"), or (ii) is considering purchasing or selling.
A Fund "is considering purchasing or selling" a Security when a
recommendation has been made and communicated and, with respect
to the person making the recommendation, when such person
seriously considers making such recommendation.
(b) Seven-day restriction. No Portfolio Manager may purchase or sell
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a Security or any equivalent security within seven (7) calendar
days after the trade date of a purchase or sale of the same
Security or any equivalent Security by or on behalf of any
Associated Portfolio.
In the event that a transaction in a Security is effected in
contravention of either of the two forgoing restrictions, the Access
Person or Portfolio Manager involved shall, as soon as practicable
after becoming aware of the violative nature of his or her personal
transaction (irrespective of any pre-execution clearance which may
have been previously granted for the transaction), promptly, (I)
advise the office of the Compliance Officer of the violation, and (II)
comply with whatever directions which the Compliance Officer may issue
in order for the violation to be fully and adequately rectified.
2. de minimis transaction exceptions to the "pending order"
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restriction. An Access Person shall be excepted from the
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"pending order" restriction with respect to any de minimis
transaction; provided, however, that the de minimis transaction
exception shall not be applicable for transactions effected by
Portfolio Managers that would otherwise be restricted pursuant to
subparagraph (1)(b), above.
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Transactions effected pursuant to the de minimis exception remain
subject to the Preclearance (Section 4) and Reporting (Section 5)
requirements of this Code.
B. Securities Maintained on an "Approved List"
Employees who have access to investment strategy information developed by
the Fundamental Research Group prior to or contemporaneous with its
implementation are prohibited for a period of seven (7) days from
purchasing or selling a Security that is added to, removed from, or which
has been subject to a rating change on the Approved List.
C. Additional Prohibited Activities
1. Neither an Access Person nor Level 4 Person shall, in connection with
the purchase or sale (directly or indirectly) by the Adviser, of a
Security held or to be acquired by a Fund:
a. employ any device, scheme or artifice to defraud a Fund;
b. make any material misstatement to a Fund or omit any material
fact in any statement to a Fund where such omission would tend to
make the statement misleading;
c. engage in any act, practice, or course of business which operates
or would operate as a fraud or deceit upon a Fund; or
d. engage in any manipulative practice with respect to a Fund.
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The above prohibited activities shall at all times include, but shall
not be limited to, the following:
(i) purchasing or selling securities on the basis of
material/1/ non-public/2/ information;
(ii) purchasing or selling, knowingly, directly or indirectly,
securities in such a way as to compete personally in the
market with a Fund, or acting personally in such a way as
to injure a Fund's transactions;
(iii) using knowledge of securities transactions by a Fund,
including securities being considered for purchase or sale,
to profit personally, directly or indirectly, by the market
effect of such transactions.
(iv) engaging in short selling and options trading of State
Street securities (except to the extent such options are
issued by the Corporation as part of an employee's
compensation.)
2. Each of the following activities by an Access Person or Level 4 Person
shall be prohibited:
a. purchasing Securities in an initial public offering unless the
transaction is approved in writing by an SSgA Compliance Officer
and either:
___________________
/1/ Material Information: information the dissemination of which would have a
substantial impact on the market price of the company's securities, or is likely
to be considered important by reasonable investors in determining whether to
trade in such securities. Examples of the type of information that might be
"material" would include the following: earnings estimates or changes in
previously released earnings estimates, merger or acquisition proposals, major
litigation, significant contracts, dividend changes, extraordinary management
developments.
/2/ Non-public Information: information that has not been generally disclosed
to the investing public. Information found in a report filed with a local
regulatory agency, such as the SEC, or appearing in publications of wide
circulation would be considered public.
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(i) the Access Person or Level 4 Person has a right to purchase
the Security due to the Access Person's or Level 4 Person's
pre-existing status as a policy holder or depositor with
respect to such Security or as a shareholder of a related
company; or,
(ii) the right to purchase is awarded by lottery or other non-
discretionary method by the issuer.
b. participation in a private offering (e.g., offerings of
securities not registered with a local regulatory agency, such as
the SEC, stocks of privately held companies, private placements
and non-publicly traded limited partnerships) without prior
written consent from an SSgA Compliance Officer by use of the
form attached here as Appendix C;
c. participation in a private offering and failing to disclose any
subsequent conflicts of interests to the Compliance Officer. An
example of this would be a portfolio manager purchasing
Securities of an issuer in a private offering (with approval as
detailed in 2(b) above) and then causing an Associated Portfolio
to purchase Securities of the issuer without disclosing this
conflict of interest.
d. using any derivative, or using any evasive tactic, to avoid the
restrictions of this Code;
e. serving as a director of the following without prior written
consent of State Street Global Advisors' Area Executive and
notice to the Compliance Officer:
. a publicly traded company other than State Street Corporation or
its subsidiaries or its affiliates; or
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. any company the Securities of which are owned by a Fund,
f. accepting or receiving, either directly or indirectly, from any
organization or employee thereof with which we conduct a business
relationship (e.g., customers or vendors) a gratuity or anything
of value in excess of one hundred (US $100) dollars per
individual per calendar year. A gratuity includes a gift of any
type.
The purpose of this gratuity restriction is to allow only proper and
customary business amenities. Amenities considered permissible include
the following:
. occasional meals, social gatherings or meetings conducted for
business purposes; or
. gifts in the nature of promotional materials, such as a pen,
calendar, umbrella or the like, which are inscribed with the
giver's name or a business message.
Amenities considered not to be permissible include, but are not
limited to, the following:
. transportation expenditures, such as airfare or rental car; or
. hotel or other lodging accommodation expenditures
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Section 4 - Preclearance
A. Preclearance of Securities Transactions
Each Access Person shall preclear all transactions in Securities (other
than those exempted in Section 2, above) in accordance with the Personal
Transactions Preclearance Procedure via Lotus Notes.
. Preclearance must be obtained after 10:00 a.m. EST (or at such
local time as is designated by each Non-US office) of the day on
which the Access Person proposes to trade.
. Such preclearance is good until midnight of the day it is granted
in the location of the primary exchange where the security is
traded. It is also allowable to order a market trade
electronically up to this time deadline. Any order not executed
on the day of preclearance must be re-submitted for preclearance
before being executed on a subsequent day (e.g., "good-'til-
canceled" or "limit" orders must receive preclearance every day
that the order is open).
. The Lotus Notes preclearance process must be used in sites where
available consistent with policies established from time to time
by Risk Management and Compliance.
B. Short-term Trading
In order to monitor short-term trading activity, each Access Person is required
to identify on the Quarterly Report whether he or she has traded in the proposed
security within the past 60 days. Short-term trades will be monitored and
reported to management to ensure that Access Persons are adhering to SSgA's
long-term investment philosophy generally.
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Section 5 - Reporting
All Securities (defined in Section 1.N) are subject to the reporting
requirements of this section. Such securities include, but are not limited
to, those issued by the U.S. Government agencies, non-US government
obligations, and open-end mutual funds (or their equivalent that are not
registered in the U.S.
A. Initial Holdings Report. No later than 10 days after becoming an
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Access Person, whether through outside hiring or internal transfer,
every Access Person shall report to the Compliance Officer the
following information.
1. The title, number of share and principal amount of each Security
in which the Access Person had any Beneficial Ownership when the
person became an Access Person;
2. The name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities were held
for the direct or indirect benefit of the Access Person as of the
date the person became an Access Person; and
3. The date the report is submitted by the Access Person.
B. Quarterly Transaction Reports. No later than 10 days after the end of each
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calendar quarter, every Access Person shall report to the Compliance
Officer, the following information/3/:
1. With respect to any transaction during the quarter in a Security in
which the Access Person had any direct or indirect Beneficial
Ownership:
2. The date of the transaction, the title, the interest rate and maturity
date (if applicable), the number of shares and the principal amount of
each Security involved:
________________
/3/ Access Persons are required to provide copies of confirmations and periodic
statements to the Compliance Officer pursuant to Section 5 of this Code.
Accordingly, Access Persons need only certify on their Quarterly Transaction
Form that no other transactions were executed during the applicable quarter.
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b. The nature of the transaction, (i.e., purchase, sale, or other
type of acquisition or disposition);
c. The price of the Security at which the transaction was effected;
d. The name of the broker, dealer or bank with or through which
transaction was effected; and
e. The date that the report is submitted by the Access Person.
2. With respect to any account established by the Access Person in which
any securities were held during the quarter for the direct or indirect
benefit of the Access Person:
a. The name of the broker, dealer, or bank with whom the Access
Person established the account;
b. The date the account was established; and
c. The date the report is submitted by the Access Person.
C. Annual Holdings Reports. Annually, every Access Person shall report the
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following information (which information must be current as of a date no
more that 30 days before the report is submitted):
1. The title, number of shares and principal amount of each Security in
which the Access Person had any direct or indirect Beneficial
Ownership;
2. The name of any broker, dealer or bank with whom the Access Person
maintains an account in which any securities are held for the direct
or indirect benefit of the Access Person;
3. The date that the report is submitted by the Access Person.
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D. Exceptions to Reporting Requirements. An Access Person need not make a
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report under this Section 5 with respect to transactions effected for, and
Securities held in, any account over which the person has no direct or
indirect influence or control.
E. Access Persons are required to notify any brokers, dealers, investment
advisers, banks and other financial institutions with whom they have their
securities trading accounts to forward duplicate confirms of any and all of
their trades and periodic account statements containing trading activity to
the Compliance Officer and may use the form letter attached as Appendix B
to notify such financial institutions.
F. Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he or she
has any direct or indirect Beneficial Ownership in the Security to which
the report relates.
G. Access Persons transacting in Securities, as defined in Section 1-N. of the
Code, contained in self directed pension brokerage accounts, self managed
brokerage accounts (SMBA) or 401(k) retirement accounts are included in any
reporting or preclearance requirements.
H. Investment in the State Street Stock Fund through the State Street 401(k)
plan do not require regular preclearance or reporting. Although
transactions in the State Street Stock Fund do not need to be reported, as
they are not defined as a Security, employees trading in the State Street
Stock Fund should be aware that these transactions are subject to the
insider trading restrictions contained in the Code of Ethics and State
Street's Standard of Conduct.
I. Access Persons are prohibited from engaging in short selling and options
trading of State Street securities (except to the extent such options are
issued by the Corporation as part of an employee's compensation).
J. State Street options granted in conjunction with an employee's compensation
do not need to be precleared or reported if exercised at first opportunity
as dictated by Global Human Resources. Options exercised on any other date
are subject to preclearance and reporting requirements.
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Section 6 - Annual Certification
All Access Persons and Level 4 Persons must certify annually that he or she has
read, understands and recognizes that he or she is subject to the Code. In
addition, all Access Persons must certify annually that he or she has complied
with the Code and has disclosed and reported all personal securities
transactions required to be disclosed or reported.
Section 7 - Exemptive Relief
An Access Person or Level 4 Person who believes that aspects of the Code impose
a particular hardship or unfairness upon them with respect to a particular
transaction or situation, without conferring a corresponding benefit toward the
goals of the Code, may appeal to the Compliance Officer for relief from Code
provision(s) relating to a particular transaction or ongoing activity or
reporting requirement.
If relief is granted, the Compliance Officer may impose alternative controls or
requirements. Any relief granted in this regard shall apply only to the Access
Person or Level 4 Person who had sought relief and no other Access Person may
rely on such individual relief unless specifically authorized by their local
Compliance Officer. If circumstances warrant, the Compliance Officer may submit
the anonymous request to the Code of Ethics Committee for input.
Section 8 - Violations and Sanctions
The Adviser will monitor compliance with the Code of Ethics and take such action
as it deems appropriate designed to reasonably ensure compliance. The Adviser
may establish a Code of Ethics Committee to review and develop procedures for
giving effect to this Code. The Code of Ethics Committee reviews the facts and
circumstances surrounding potential violations and may recommend that the
Adviser impose a sanction as identified below.
Upon discovering a violation of this Code, its policies or procedures, the
Adviser may impose such sanctions as it deems appropriate, including, among
other things, the following:
. a letter of censure to the violator;
. a monetary fine levied on the violator;
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. suspension of the employment of the violator;
. termination of the employment of the violator;
. civil referral to the SEC or other civil regulatory authorities determined
by the Adviser or other appropriate entity; or
. criminal referral -- determined by the Adviser or other appropriate entity.
If the Adviser reasonably determines that the actions of an Access Person
creates the appearance of impropriety, it may take such action as it deems
necessary, including but not limited to, unwinding a trade and/or disgorgement
of profits.
The Access Person or Level 4 Person is given an opportunity to appeal a
Committee decision if he/she believes there are extenuating facts and
circumstances of which the Committee and Compliance were unaware.
Section 9 - Issues Forum
If you have a concern or question, you can voice this concern, i.e., issue or
personal complaint on an anonymous basis by submitting it in writing to:
State Street Global Advisors
Attention: Compliance Officer
P.O. Box 9185
Boston, MA 02209
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