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Exhibit 99(p)(ii)
[BLACK ARC GRAPHIC]
CODE OF ETHICS
July, 2000
[SSGA LOGO]
July 1
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CODE OF ETHICS - TABLE OF CONTENTS
<TABLE>
<S> <C>
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
</TABLE>
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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.
D. 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 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
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 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"
restriction. An Access Person shall be excepted from the
"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
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otherwise be restricted pursuant to subparagraph (1)(b),
above. 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 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 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:
a. 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 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 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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