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Exhibit 99(p)(ii)
REVISED
DIMENSIONAL FUND ADVISORS INC.
DFA SECURITIES INC.
DFA AUSTRALIA LTD.
CODE OF ETHICS
DATED APRIL 24, 1998
General
This amended and restated Code of Ethics is adopted by Dimensional Fund
Advisors Inc. ("DFA"), DFA Securities Inc. ("DFAS") and DFA Australia Ltd.
("DFAL") this 24th day of April, 1998 pursuant to the requirements of Rule 17j-1
under the Investment Company Act of 1940, as amended. It is the policy of DFA,
DFAS and DFAL (hereinafter referred to as "Employers") in connection with
personal securities investments of access persons(1), that such persons at all
times shall place the interests of Employers' clients first. All personal
securities transactions of access persons shall be conducted in a manner
consistent with this Code of Ethics and to avoid any actual or potential
conflict of interest and any abuse of an access person's position of trust and
responsibility. An access person may not take inappropriate advantage of his or
her position with Employers.
1. Prohibitions
No access person of Employers
(a) In connection with the purchase or sale by such person of a
security(2) held or to be acquired(3) by a registered investment company for
which DFA or DFAL act as investment adviser or DFAS acts as the principal
underwriter:
(i) shall employ any device, scheme or artifice to defraud such
registered investment company;
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(1) For the meaning of all terms marked with a footnote, see section 6 of
the Code "Definitions."
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(ii) shall make to such registered investment company any untrue
statement of a material fact or omit to state to such registered investment
company a material fact necessary in order to make the statements made, in light
of the circumstances under which they are made, not misleading;
(iii) shall engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon such registered investment
company; or
(iv) shall engage in any manipulative practice with respect to such
registered investment company.
(b) Shall purchase or sell, directly or indirectly, any security in which
he has, or by reason of such transaction acquires, any direct or indirect
beneficial ownership(4) and which to his actual knowledge at the time of such
purchase or sale:
(i) is being considered for purchase or sale by such registered
investment company; or
(ii) is then being purchased or sold by such registered investment
company.
(c) Shall, in addition to the above-stated prohibitions:
(i) acquire any securities in an initial public offering; provided,
however, that such prohibition shall not apply to a purchase of securities in
the retail tranche of a new issue where such securities are acquired through a
retail application form which does not disclose, and where allotment is not
dependent on, the applicant's affiliation with Employers;
(ii) acquire securities in a private placement, except as provided
in section 2(f) herein;
(iii) accept any personal gift of more than de minimis value from
any person or entity that does business with, or on behalf of an Employers'
account of any client; or
(iv) serve on the board of directors of a publicly traded company,
except as provided in section 2(g) herein.
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2. Exempted Transactions
The prohibitions of Section 1 of this Code shall not apply to:
(a) Purchases or sales effected in any account over which the access
person has no direct or indirect influence or control.
(b) Purchases or sales of securities which are not eligible for purchase
or sale by a registered investment company for which DFA or DFAL act as the
investment adviser or DFAS acts as the principal underwriter.
(c) Purchases or sales which are non-volitional on the part of either the
access person or a registered investment company for which DFA or DFAL act as
the investment adviser or DFAS acts as the principal underwriter.
(d) Purchases which are part of an automatic dividend reinvestment plan.
(e) 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.
(f) Purchase or sale requests which receive the prior approval of the
President or the Executive Vice President of a registered investment company for
which DFA or DFAL act as the investment adviser or DFAS acts as the principal
underwriter because there exists only a remote potential for a conflict of
interest with such registered investment company because they would be very
unlikely to affect a highly institutional market, or when they clearly are not
related economically to the securities to be purchased, sold or held by such
registered investment company. The Secretary of Employers, as the case may be,
shall record any action taken pursuant to this subsection 2(f).
(g) Service by an access person on the board of directors of a publicly
traded company. Such access person shall, however, inform the President or Chief
Investment Officer of each Employer of such appointment. In the event that the
President or Chief Investment Officer, in consultation with outside counsel,
should decide that the potential for conflicts of interests exists with respect
to such person's obligations as a director and Employer's duties to its clients,
the President or Chief Investment
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Officer may, acting upon the recommendations of outside counsel, place
restrictions on the activities of, or information received by, such access
person.
3. Procedural Matters
(a) The Secretary of Employers shall:
(1) Furnish a copy of this Code to each access person of Employers
and obtain from each such person a written acknowledgment of the receipt
thereof. Each access person shall provide the Secretary, on an annual basis,
with an executed certificate stating that he or she has read and understood each
Employer's Code of Ethics, respectively, and recognize that he or she is subject
to the Code. In addition, each access person shall certify to the Secretary on
an annual basis that he or she has complied with the requirements of each
Employer's Code of Ethics and has disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the requirements
of this Code.
(2) Notify each such access person of his/her obligation to file
reports as provided by Section 4 of this Code.
(3) Report to the Board of Directors at the next occurring regular
meeting the facts contained in any reports filed with the Secretary pursuant to
Section 4 of this Code when any such report indicates that an access person
engaged in a transaction in a security held or to be acquired by the Fund.
(4) Maintain any records required by paragraph (d) of Rule 17j-1.
(5) Maintain any records pursuant to Section 2(f) of this Code.
(6) Maintain the records of any violation of this Code, and/or any
action taken as a result of such violation 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.
4. Reporting
(a) Every access person of Employers shall report to such Employers, as
the case may be, the information described in Section 4(b) of this Code with
respect to transactions in any security in
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which such access person has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership in the security; provided, however, that
an access person shall not be required to make a report with respect to
transactions effected for any account over which such person does not have any
direct or indirect influence; and, provided, further, no access person of DFA or
DFAL shall be required to make a report with respect to information which would
be duplicative of information recorded pursuant to Rule 204-2(a)(12) or
204-2(a)(13) under the Investment Advisers Act of 1940.
(b) Every 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 may be on the form provided by DFA or DFAL, a copy of which is
attached hereto, the report shall contain the following information:
(i) The date of the transaction, the title 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.
(c) 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/she has any
direct or indirect beneficial ownership in the security to which the report
relates.
5. Violations
Upon being apprised of facts which indicate that a violation of this Code
may have occurred, the Board of Directors of Employers, as the case may be,
shall determine whether, in its judgment, the conduct being considered did in
fact violate the provisions of this Code. If the Board of Directors determines
that a violation of this Code has occurred, the Board may impose such sanctions
as it deems appropriate in the circumstances. If the person whose conduct is
being considered by the Board is a member of such Board, he/she shall not be
eligible to participate in the judgment of the
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Board as to whether a violation exists or in whether, or to what extent,
sanctions should be imposed.
6. Definitions
(a) For purposes of this Code, the words appearing below in quotation
marks shall have the meanings ascribed thereto; provided however, that all such
terms shall be construed in a manner consistent with the definitions thereof
contained in Rule 17j-1.
(1) "Access person" means (A) with respect to DFA or DFAL, each
officer and director of such Employers and each employee of such Employers who,
in connection with his regular functions or duties, makes, participates in, or
obtains information regarding the purchase or sale of a security by a registered
investment company for which such Employers act as investment adviser, or whose
functions relate to the making of any recommendations with respect to such
purchases or sales, and any natural person in a control relationship to such
Employers who obtain information concerning recommendations made to such company
with regard to the purchase or sale of a security, and (B) with respect to DFAS,
each officer and director of DFAS who in the ordinary course of his business
makes, participates in or obtains information regarding the purchase or sale of
securities for any registered investment company for which DFAS acts as the
principal underwriter or whose functions or duties as part of the ordinary
course of his business relate to the making of any recommendation to such
investment company regarding the purchase or sale of securities.
(2) "Security" means all securities except securities issued by the
Government of the United States, bankers' acceptances, certificates of deposit,
commercial paper and shares of registered open-end investment companies.
(3) A "security held or to be acquired" by a registered investment
company means any security which, within the most recent 15 days (i) is or has
been held by such company; or (ii) is being or has been considered by such
company or its investment advisor for purchase by such company.
(4) "Beneficial ownership" of a security by an access person shall
be interpreted in the same manner as it would be in determining whether a person
is subject to the provisions of Section
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16 of the Securities Exchange Act of 1934 and the rules and regulations
thereunder, except that the determination of direct or indirect beneficial
ownership shall apply to all securities which such access person has or
acquires. In general, a person may be regarded as having beneficial ownership of
securities held in the name of:
(a) a husband, wife, registered domestic partner
or minor child;
(b) a relative sharing the same house;
(c) anyone else if the access person:
(i) obtains benefits substantially equivalent to
ownership of the securities, or
(ii) can obtain ownership of the securities
immediately or at some future time.
The requirements of this Code are not applicable to transactions for any account
over which the access person has no influence or control. If in doubt, the
access person may state on any form required to be completed under the
provisions of this Code that he/she disclaims any beneficial ownership in the
securities involved.
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