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Exhibit 99.(p)(i)
STREETTRACKS(SM) SERIES TRUST (THE "TRUST")
CODE OF ETHICS
I. DEFINITIONS
1. "Access Person" shall have the same meaning as that set forth in Rule
17j-1(e)(1) of the 1940 Act.
2. "Adviser" shall mean State Street Bank and Trust Company.
3. "Adviser Access Person" shall mean a director, officer or advisory
person, as defined in Rule 17j-1(e)(2), of the Adviser who, with respect to the
Trust, makes any recommendation, participates in the determination of which
recommendation shall be made, or whose principal function or duties relate to
the determination of which recommendation shall be made to the Trust; or who, in
connection with his or her duties, obtains any information concerning securities
recommendations being made by the Adviser to the Trust.
4. "Adviser's Code of Ethics" shall mean the Code of Ethics of State
Street Bank and Trust Company with respect to personal securities transactions.
5. "Beneficial Ownership" shall be interpreted in the 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, as amended, and the rules and regulations
thereunder.
6. A Security is being "considered for purchase or sale" by a Fund when a
recommendation that such Fund purchase or sell the Security has been made by the
Adviser or an Access Person of the Adviser or Trust.
7. "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the 1940 Act. Generally it means the power to exercise a controlling
influence over the management or policies of a company, unless such power is
solely the result of an official position with such company.
8. "Compliance Officer" shall mean (i) with respect to the Adviser, a
person designated by the Adviser to receive reports and take certain actions, as
provided in the Adviser's Code of Ethics, and (ii) with respect to the Trust, a
person designated by the Trust to receive reports and take certain actions, as
provided in this Code of Ethics.
9. "Fund" or "Funds" shall mean the portfolio series of the Trust.
10. "Interested Person" shall have the meaning as considered in Section
2(a)(19) of the 1940 Act.
11. "Independent Trustee" shall mean any trustee of the Trust who is not
an Interested Person of the Trust.
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12. "Investment Company Access Person" shall mean a trustee, officer or
advisory person, as defined in Rule 17j-1(e)(2), of the Trust other than an
Independent Trustee or an Adviser Access Person.
13. "Investment Personnel" shall mean the portfolio managers and other
employees of the Trust or the Adviser who participate in making investment
recommendations to the Trust, and persons in a control relationship to the Trust
who obtain information about investment recommendations made to the Trust.
13. "Purchase" or "sale" of a Security includes, among other things, any
option to purchase or sell a Security, and any security convertible into or
exchangeable for a Security.
14. "Security" shall have the same meanings as that set forth in Section
2(a)(36) of the 1940 Act (generally, all securities) except that it shall not
include securities issued by the Government of the United States or an agency or
instrumentality thereof (including all short-term debt securities which are
"government securities" within the meaning of Section 2(a)(16) of the 1940 Act),
bankers' acceptances, bank certificates of deposit, commercial paper and shares
of registered open-end investment companies.
15. "Trust" means streetTRACKS(SM) Series Trust.
II. CODE OF PROVISIONS APPLICABLE TO ALL ACCESS PERSONS
No Access Person of the Trust, in connection with the purchase or sale,
directly or indirectly, by such Access Person of a Security held or to be
acquired by the Trust, shall:
1. Employ any device, scheme or artifice to defraud the Trust;
2. Make to the Trust any untrue statement of a material fact or omit to
state to the Trust a material fact necessary in order to make the
statements made, in light of the circumstances under which they are made,
not misleading;
3. Engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon the Trust; or
4. Engage in any manipulative practice with respect to the Trust.
III. CODE PROVISIONS APPLICABLE ONLY TO ADVISER ACCESS PERSONS
1. Code of Ethics. The provisions of the Adviser's Code of Ethics are
hereby adopted as the Code of Ethics of the Trust applicable to Adviser Access
Persons. A violation of the Adviser's Code of Ethics by any Adviser Access
Person shall also constitute a violation of this Code of Ethics.
2. Reports. Adviser Access Person shall file the reports required by the
Adviser's Code of Ethics. Such filings shall be deemed to be filings with the
Trust under this Code of Ethics, and shall at all times be available to the
Trust.
3. Annual Issues and Certification Report. At periodic intervals
established by the trustees of the Trust, but no less frequently than annually,
the Compliance Officer of the Adviser shall provide a written report to the
trustees of the Trust of all issues raised by Adviser Access Persons of the
Adviser's
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Code of Ethics during such period, including but not limited to, information
about material code or procedure violations and sanctions imposed in response to
those material violations. Additionally, the Adviser will provide the trustees
of the Trust a written certification which certifies to the trustees of the
Trust that the Adviser has adopted procedures reasonably necessary to prevent
its Access Persons from violating its Code of Ethics.
IV. CODE PROVISIONS APPLICABLE ONLY TO INDEPENDENT TRUSTEES OF THE TRUST
1. Prohibited Purchases and Sales. No Independent Trustee of the Trust
shall purchase or sell, directly or indirectly, any Security in which such
Independent Trustee has, or by reason of such transaction acquires, any direct
or indirect Beneficial Ownership and which to such Independent Trustee's actual
knowledge at the time of such purchase or sale:
(a) is being considered for purchase or sale by a Fund; or
(b) is being purchased or sold by a Fund.
2. Exempted Transactions. The prohibitions of Section IV.1 of this Code
shall not apply to:
(a) purchases or sales effected in any account over which the
Independent Trustee has no direct or indirect influence or control;
(b) purchases or sales which are non-volitional on the part of the
Independent Trustee of the Trust;
(c) purchases or sales which are part of an automatic dividend
reinvestment plan;
(d) 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 issuer, and sales of such
rights so acquired;
(e) sales of securities held in a margin account to the extent
necessary in order to meet margin requirements;
(f) purchases or sales other than those exempted in (a) through (e)
above, (i) which will not cause the Independent Trustee to gain
improperly a personal profit as a result of such Independent
Trustee's relationship with the Trust, or (ii) which are only
remotely potentially harmful to a Fund because the proposed
transaction would be unlikely to affect a highly institutional
market, or (iii) which, because of the circumstances of the proposed
transaction, are not related economically to the Securities
purchased or sold or to be purchased or sold by a Fund, and in each
case which are previously approved by the Compliance Officer of the
Trust, which approval shall be confirmed in writing.
3. Reporting.
(a) Whether or not one of the exemptions listed in Section IV.2
hereof applies, each Independent Trustee of the Trust shall file
with the Compliance Officer of the Trust a
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written report containing the information described in Section
IV.3(b) of this Code with respect to each transaction in any
Security in which such Independent Trustee has, or by reason of such
transaction acquires, any direct or indirect Beneficial Ownership,
if such Independent Trustee, at the time the transaction was entered
into, actually knew, or in the ordinary course of fulfilling
official duties as a trustee of the Trust should have known, that
during the 15-day period immediately preceding or after the date of
that transaction:
(i) such Security was or is to be purchased or sold by a
Fund, or
(ii) such Security was or is being considered for purchase or
sale by a Fund;
provided, however, that such Independent Trustee shall not be
required to make a report with respect to any transaction effected
for any account over which such Independent Trustee does not have
any direct or indirect influence or control. Each such report shall
be deemed to be filed with the Trust for purposes of this Code, and
may contain a statement that the report shall not be construed as an
admission by the Independent Trustee that such Independent Trustee
has any direct or indirect Beneficial Ownership in the Security to
which the report relates;
(b) Such report shall be made not later than 10 days after the end
of the calendar quarter in which the transaction to which the report
relates was effected, and shall contain the following information:
(i) the date of the transaction, the title of and the number
of shares, and the principal amount of each Security involved;
(ii) the nature of the transaction (i.e., purchase, sale or
any other type of acquisition or disposition);
(iii) the price at which the transaction was effected; and
(iv) the name of the broker, dealer or bank with or through
whom the transaction was effected.
Any report concerning a purchase or sale prohibited under Section IV.1 hereof
with respect to which the Independent Trustee relies upon one of the exemptions
provided in Section IV.2 shall contain a brief statement of the exemption relied
upon and the circumstances of the transaction.
4. Review. The Compliance Officer of the Trust shall review or supervise
the review of the personal securities transactions reported pursuant to Section
IV.3 As part of that review, each such reported securities transaction shall be
compared against completed and contemplated portfolio transactions of the Trust
to determine whether a violation of this Code may have occurred. If the
Compliance Officer of the Trust determined that a violation may have occurred,
the Compliance Officer of the Trust shall submit the pertinent information
regarding the transaction to the trustees of the Trust. The trustees shall
evaluate whether a material violation of this Code has occurred, taking into
account all the exemptions provided under Section IV.2. Before making any
determination that a violation has occurred, the trustees shall give the person
involved an opportunity to supply additional information
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regarding the transaction in question and shall consult with counsel for the
Independent Trustee whose transaction is in question.
5. Sanctions. If the trustees of the Trust determine that a material
violation of this Code has occurred, the trustees may take such action and
impose such sanctions as said trustees deem appropriate.
V. CODE PROVISIONS APPLICABLE ONLY TO INVESTMENT COMPANY ACCESS PERSON
1. Prohibited Purchases and Sales. No Investment Company Access Person
shall purchase or sell, directly or indirectly, any Security in which such
Investment Company Access Person has, or by reason of such transaction acquires,
any direct or indirect Beneficial Ownership and which to such Investment Company
Access Person's actual knowledge as the time of such purchase or sale:
(a) is being considered for purchase or sale by a Fund; or
(b) is being purchased or sold by a Fund.
2. Exempted Transactions. The prohibitions of Section V.1 of this Code
shall not apply to:
(a) purchases or sales effected in any account over which the
Investment Company Access Person has no direct or indirect influence
or control;
(b) purchases or sales which are non-volitional on the part of the
Investment Company Access Person;
(c) purchases or sales which are part of an automatic dividend
reinvestment plan;
(d) 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 issuer, and sales of such
rights so acquired;
(e) sales of securities held in a margin account to the extent
necessary in order to meet margin requirements;
(f) purchases or sales other than those exempted in (a) through (e)
above, (i) which will not cause the Investment Company Access Person
to gain improperly a personal profit as a result of such Investment
Company Access Person's relationship with the Trust, or (ii) which
are only remotely potentially harmful to a Fund because the proposed
transaction would be unlikely to affect a highly institutional
market, or (iii) which, because of the circumstances of the proposed
transaction, are not related economically to the Securities
purchased or sold or to be purchased or sold by a Fund, and in each
case which are previously approved by the Compliance Officer of the
Trust, which approval shall be confirmed in writing.
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3. Reporting.
(a) Whether or not one of the exemptions listed in Section V.2
hereof applies, each Investment Company Access Person shall
file with the Compliance Officer of the Trust:
(b) Within 10 days of becoming an Investment Company Access
Person, an initial holdings report. Such report shall contain
the title of, the number of shares of, and the principal
amount of each security beneficially owned by the Investment
Company Access Person;
(c) An annual holdings report which updates the information
provided in the initial holdings report;
(d) A quarterly transaction report containing the information
described in below with respect to each transaction in any
Security in which such Investment Company Access Person has,
or by reason of such transaction acquires, any direct or
indirect Beneficial Ownership; provided, however, that such
Investment Company Access Person shall not be required to make
a report with respect to any transaction effected for any
account over which such Investment Company Access Person does
not have any direct or indirect influence or control. Each
such report shall be deemed to be filed with the Trust for
purposes of this Code, and may contain a statement that the
report shall not be construed as an admission by the
Investment Company Access Person has any direct or indirect
Beneficial Ownership in the Security to which the report
relates. Such report shall be made not later than 10 days
after the end of the calendar quarter in which the transaction
to which the report relates was effected, and shall contain
the following information:
(i) the date of the transaction, the title of and the number
of shares, and the principal amount of each Security involved;
(ii) the nature of the transaction (i.e., purchase, sale or
any other type of acquisition or disposition);
(iii) the price at which the transaction was effected; and
(iv) the name of the broker, dealer or bank with or through
whom the transaction was effected.
Any report concerning a purchase or sale prohibited under Section V.1 hereof
with respect to which the Investment Company Access Person relies upon one of
the exemptions provided in Section V.2 shall contain a brief statement of the
exemption relied upon and the circumstances of the transaction.
4. Review. The Compliance Officer of the Trust shall review or supervise
the review of the personal securities transactions reported pursuant to Section
V.3. As part of that review, each such reported securities transaction shall be
compared against completed and contemplated portfolio transactions of the Trust
to determine whether a violation of this Code may have occurred. If the
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Compliance Officer of the Trust determined that a violation may have occurred,
the Compliance Officer of the Trust shall submit the pertinent information
regarding the transaction to the trustees of the Trust. The trustees shall
evaluate whether a material violation of this Code has occurred, taking into
account all the exemptions provided under Section V.2. Before making any
determination that a violation has occurred, the trustees shall give the person
involved an opportunity to supply additional information regarding the
transaction in question and shall consult with counsel for the Investment
Company Access Person whose transaction is in question.
5. Sanctions. If the trustees of the Trust determine that a material
violation of this Code has occurred, the trustees may take such action and
impose such sanctions as said trustees deem appropriate.
6. Annual Issues and Certification Report. At periodic intervals
established by the trustees of the Trust, but no less frequently than annually,
the Compliance Officer shall provide a written report to the trustees of the
Trust of all issues raised by Access Persons of the Code of Ethics during such
period, including but not limited to, information about material code or
procedure violations and sanctions imposed in response to those material
violations. Additionally, the Compliance Officer will provide the trustees of
the Trust a written certification which certifies to the trustees of the Trust
that the Trust has adopted procedures reasonably necessary to prevent its Access
Persons from violating its code of ethics.
VI. CODE PROVISIONS APPLICABLE ONLY TO INVESTMENT PERSONNEL
Investments in IPOs and Private Placements. In addition to the applicable
provisions for Investment Company Access Persons and Adviser Access Person noted
above, Investment Personnel must pre-clear all investments in IPOs and Private
Placements with the Compliance Officer.
VII. MISCELLANEOUS PROVISIONS
1. Amendment or Revision of Adviser's Code of Ethics. Any amendment or
revision of the Adviser's Code of Ethics shall be deemed to be an amendment or
revision of Section III.1 of this Code, and such amendment or revision shall be
promptly furnished to the Independent Trustees of the Trust.
2. Records. The Trust shall maintain records in the manner and to the
extent set forth below, which records may be maintained on microfilm under the
conditions described in Rule 31a-2(f)(1) under the 1940 Act and shall be
available for examination by representatives of the Securities and Exchange
Commission:
(a) A copy of this Code and any other code which is, or at any time
within the past five years has been, in effect shall be preserved in
an easily accessible place;
(b) A record of any violation of this Code and of any action taken
as a result of such violation shall be preserved in an easily
accessible place for a period of not less than five years following
the end of the fiscal year in which the violation occurs;
(c) A copy of each report made pursuant to this Code shall be
preserved for a period of not less than five years from the end of
the fiscal year in which its is made, the first two years in an
easily accessible place; and
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(d) A list of persons who are, or within the past five years have
been, required to make reports pursuant to this Code shall be
maintained in an easily accessible place.
3. Confidentiality. All reports of securities transactions and any other
information filed with the Trust or furnished to any person pursuant to this
Code shall be treated as confidential, but are subject to review as provided
herein and by representatives of the Securities and Exchange Commission.
4. Interpretation of Provisions. The trustees of the Trust may from time
to time adopt such interpretation of this Code as they deem appropriate.
5. Effect of Violation of this Code. In adopting Rule 17j-1, the
Securities and Exchange Commission specifically noted in Investment Company Act
Release No. 11421 that a violation of any provision of a particular code of
ethics, such as this Code, would not be considered a per se unlawful act
prohibited by the general anti-fraud provisions of the Rule. In adopting this
Code of Ethics, it is not intended that a violation of this Code is or should be
considered to be a violation of Rule 17j-1.
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