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EX-99.B(p)(3)
Barclays Global Investors, N.A.
And its Subsidiaries:
Barclays Global Funds Advisors
Barclays Global Investors Services
CODE OF ETHICS
Introduction
Barclays Global Investors, N.A. and its subsidiaries Barclays Global Funds
Advisors (BGFA) and Barclays Global Investors Services (BGIS), collectively
referred to as "BGI", have adopted the following Code of Ethics regarding
personal securities transaction policies and procedures intended to prevent
their US officers, directors and employees from engaging in any fraudulent or
manipulative acts with respect to accounts managed or advised by BGI as set
forth in SEC 17 CFR 270 Rule 17j-1, SEC 17 CFR 275 Rule 204-2 and OCC
Regulation 12 CFR 12.7. Policies and Procedures on Insider Trading and Chinese
Walls are included in Appendix A.
Definitions
"Securities" are defined as any SEC registered or privately placed equity and
fixed income security, future or option contract, or other related commodity
derivative investment. This includes closed-end mutual funds, unit investment
trusts, physical-form securities, and exchange traded funds. "Securities" do
not include US Treasuries and other direct obligations of the US Government,
banker's acceptance, commercial paper, and shares of registered open- end
investment companies.
"Employee" include any US directors, officers and employees of BGI and his/her
spouse, domestic partner, minor children, a relative who shares the employee's
home or other persons by reason of any contract, arrangement, understanding or
relationship that provides to the employee with sole or shared voting or
investment powers.
"Personal Account" includes any securities account or portfolio in which
securities are held for the employee in which the employee has a direct or
indirect pecuniary (monetary) interest. The term includes IRA and 401(k)
accounts in which securities can be purchased or sold.
Prohibited Trading Activities
Insider Trading
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. All employees are prohibited from engaging in insider trading or tipping.
Insider trading occurs when a personal securities transaction occurs on the
basis of or while in possession of material, nonpublic information. Information
is considered material if it could reasonably affect the employee's decision to
invest (or not to invest) in a security. Nonpublic information is that which is
generally not available to the ordinary investors in the marketplace. Refer to
Appendix A for further details on insider trading.
Parallel Trading, Front Running and Shadowing Restrictions
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. All employees are prohibited from conducting personal securities transactions
that are considered parallel trading, front running and shadowing.
Shadowing and parallel trading occur when an employee observes a BGI trade or
trading pattern and places the same (or similar) trade in his/her account or
passes the information to others inside or outside of the company. Front
running occurs when an employee uses (or passes to others who use the
information) advance knowledge of a BGI trade to enter into a personal
transaction in the same security ahead of BGI's order and to capitalize on the
impact of the BGI order.
Restricted Trading Activities
Trading in Barclays PLC Securities and Securities Underwritten by Barclays'
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Affiliates
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. All Members of the Board of Directors of BGI, members of the Management
Committee, employees reporting directly to BGI's Chief Financial Officer and
all employees within the U.S. and Global Finance and Treasury Groups are
prohibited from trading in the securities of Barclays PLC during the period
from the end of the accounting year or half year until the relevant results
are announced, i.e., from January 1 to the preliminary results announcement
in February and from July 1 to the interim results announcement in August.
During other times, these individuals must pre-clear trades in Barclays PLC
securities in accordance with the Barclays PLC policy.
. Access Persons are not permitted to purchase securities underwritten by
Barclays' affiliates as manager or co-manager for a period of sixty days
after an offering is commenced.
Requirements for All Employees
Reporting of Personal Accounts and Securities Transactions
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. All employees must disclose all personal accounts to US Compliance and must
authorize US Compliance to receive duplicate trade confirmations and account
statements.
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. Upon employment, new employees must sign a document stating that they
understand and agree to abide by BGI's personal trading requirements,
restrictions and prohibitions.
Annual Certification
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. All employees must provide an annual certification of their personal accounts
and securities holdings.
. All employees must certify at least annually their understanding and
compliance with the Code of Ethics.
60 Day Holding Period
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. Employees are required to hold securities including options and futures for a
minimum of 60 days, and to avoid short-term trading practices. US Compliance
may pre-approve exceptions to the 60 day holding period.
Pre-Clearance Prior to Transactions in IPOs, Private Placements, Options, and
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Futures
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. All employees must obtain pre-clearance for transactions in IPOs, private
placements, options and futures. For options and futures, the employee must
execute the transaction by the end the next business day or request another
pre-clearance.
Blackout Periods
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. Employees are restricted from trading securities in selected indexes during a
designated "blackout" period when the specific index is undergoing a major
scheduled reconstitution. US Compliance will notify employees of the
"blackout" periods which will include the period 15 days before and after a
major scheduled index reconstitution.
Additional Requirements for Access Persons
Access persons include all employees whose Group 1) participates in making
securities purchase and sell recommendations or 2) may have access to timely and
material information concerning BGI's securities transactions. Access Persons
also include the Boards of Directors and officers of BGFA and BGIS.
US Compliance will identify BGI's Access Persons who are required to submit
reports under this Code of Ethics and inform them of their reporting and
securities preclearance obligations.
Reporting of Securities Transactions and Holdings
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. All Access Persons must provide a listing of securities holdings to US
Compliance within 10 calendar days from when a personal account is opened and
provide US Compliance with transaction information until such time as US
Compliance receives duplicate confirmations and statements.
. All newly hired Access Persons must provide a complete listing of securities
holdings on their initial day of employment.
Access Persons Requiring Pre-clearance by Management and US Compliance
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. All Access Persons, whose Group directly participates in making securities
purchase or sell recommendations or has timely and material knowledge of
BGI's securities transactions, must pre-clear their personal securities
transactions with their Group manager in addition to pre-clearance by US
Compliance. The manager will verify that there is no timely or material
knowledge of trades pending for specific securities within the Access
Person's Group. These Groups include Portfolio Management, Trading, Trading
Operations, Client Order Management, Transition Services, Index Research
Group, Alpha Strategy Group and other Groups identified by US Compliance from
time to time.
Access Persons Requiring Pre-clearance from US Compliance Only
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. The following Groups have access to information relating to BGI's securities
transactions. Employees within these Groups must pre-clear their securities
transactions with US Compliance. These Groups include Internal Audit, US
Compliance, US Risk Management, the US Executive Committee, US members of the
Management Committee, BGFA and BGIS Board of Directors and officers. In
addition, all BGI staff who have access to the following systems must also
pre-clear trades with US Compliance: Landmark, Bulk Console, Beacon, Bidbook,
Fifus, TOC, ITOC, TSC, IntelProd, Quantex and any other systems identified by
US Compliance from time to time.
Pre-clearance authorization is valid until the next day's closing of the
relevant market.
Access Persons are not required to pre-clear transactions in accounts managed by
a registered investment advisor for which full discretion has been granted.
Documentation of such an arrangement must be provided and an exemption must be
obtained from US Compliance who will confirm the discretionary arrangement.
Pre-clearance is not required for transactions in automatic dividend
reinvestment plans, periodic stock purchase plans or in selling or exercising
rights obtained as a shareholder in an issue.
Monitoring of Personal Securities Transactions
Post Trade Review
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. US Compliance will review personal securities transactions to identify
violations of the Code of Ethics. Violations to this policy will be reviewed
by management and disciplinary action may be taken up to and including
dismissal.
Adoption and Approval of BGI Code of Ethics
US Compliance will present the BGI Code of Ethics for approval by the Board
of Directors or Trustees of all funds for which BGFA or BGIS is the
investment advisor. This will be done at the initiation of investment
advisory services provided by BGFA or BGIS to the fund and no later than six
months after a material change has been adopted. In connection with each
approval, BGFA and BGIS will certify to the board that they have adopted
procedures reasonably necessary to prevent the Access Persons from materially
violating the BGI Code of Ethics.
. BGFA and BGIS will provide to the fund's board a written report describing
issues, material violations and sanctions, and will certify to the board that
procedures have been adopted which are intended to prevent Access Persons
from violating the BGI Code of Ethics. This report and certification will be
submitted Code of Ethics at least annually.
Recordkeeping Requirements
BGI will follow the recordkeeping practices outlined below:
. A copy of the Code of Ethics that is in effect, or at any time within the
past five years was in effect, will be maintained in an easily accessible
place.
. A record of any violation of the Code of Ethics, and of any action taken as a
result of the violation, will be maintained in an easily accessible place for
at least five years after the end of the fiscal year in which the violation
occurs.
. A copy of each personal account statement, trade confirmation and any
information provided in lieu of a report will be retained for five years, two
years in an easily accessible location.
. A record of all persons, currently or within the past five years, who are or
were required to make reports, and who are or were responsible for reviewing
these reports will be retained in an easily accessible location.
. A copy of each report submitted to a fund board pursuant to the Code of
Ethics will be maintained for at least five years after the end of the fiscal
year in which it is made, two years in an easily accessible location.
. A record of any decision to approve and the reasons supporting the decision
to approve the acquisition by employees of IPOs and private placements will
be
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maintained for at least five years after the end of the fiscal year in
which the approval is granted.
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APPENDIX A
INSIDER TRADING AND CHINESE WALL POLICY
A. Introduction
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The continued success of Barclays depends on its relationships with its
customers and on its well-deserved reputation as an institution grounded in
a tradition of integrity and ethical conduct in all of its dealings. To
maintain this high standard and, thus, Barclays' reputation in today's
regulatory and business climate, requires strict observance of ethical
behavior as well as of legal obligations created by the Federal securities
laws and specific contractual undertakings of Barclays such as
confidentiality agreements. This Policy emphasizes generally the
importance of adhering to professional and ethical conduct and provides
specific policies and, in certain instances, procedures, with respect to
Personal Securities Transactions and Chinese Walls. These guidelines will
help employees meet Barclays' contractual, ethical and statutory
obligations.
BGI employees who violate these policies and procedures will be subject to
such disciplinary action as management deems appropriate, including a
letter of censure or suspension, or removal from office, or summary
termination of employment.
B. Insider Trading
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All employees must strictly comply with Federal, provincial or state
securities laws in transactions on behalf of Barclays and in their own
personal transactions. Such securities laws prohibit trading on material
non-public information ("Insider Trading") or communicating such
information to others who may trade on it ("Tipping").
What constitutes material non-public information ("Inside Information")
must be determined on the basis of all pertinent circumstances. First, the
information must be material. Material information is generally defined as
(i) information for which there is a substantial likelihood that a
reasonable investor would consider it important in making his or her
investment decisions, or (ii) information that is reasonably certain to
have a substantial effect on the price of a company's securities. Second,
the information must be non-public. Information that has been communicated
to the market place is generally public and, therefore, not Inside
Information. For example, information found in a filing or a report made
with the Securities and Exchange Commission or appearing in newspapers,
industry journals, financial newsletters or other publications would be
considered public, although information obtained by word-of-mouth or
through rumors would not necessarily be public. Information that is known
only inside a company
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or to a limited number of outsiders such as accountants, bankers, financial
advisors or attorneys, is not public.
The following information will generally be Inside Information if not
publicly known: (a) information concerning a company, including information
concerning its business, financial matters and management, such as changes
in earnings or dividends, significant technical achievements, important
discoveries of natural resources, the obtaining or losing of major
contracts, or changes in management; and (b) information concerning a
company's securities, including the market for a security or its terms,
such as a prospective tender offer, merger or acquisition, prospective
block trade, prospective private placement or public offering, impending
stock dividend or stock split or proposed recapitalization. A BGI employee
who had any of the types of Inside Information described above would be
guilty of Tipping if he or she (a) either communicated the Information to
another person or (b) simply told another person, without explanation, to
buy or sell the securities of that company, and the other person did indeed
purchase such securities as a result of such Tipping. Similarly, a staff
member, possessing Inside Information, would be guilty of Insider Trading
if he or she bought or sold securities for his or her personal account, or
for BGI's account, based on that Inside Information.
C. Confidentiality And Chinese Wall Policy
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Beyond simply complying with the letter of the law, employees are expected
to understand and observe the highest professional and ethical standards in
conducting BGI's business. All BGI employees have a duty to respect the
confidential nature of information received from customers and to use that
information only for the purpose for which it is provided, whether or not
that information is Inside Information and regardless of the basis on which
confidentiality is required - whether it be statutory requirements, ethical
considerations or contractual obligations. Maintaining strict standards
with respect to the confidentiality of information will accomplish several
goals. It will enable BGI to (a) preserve its reputation for corporate
integrity, (b) maintain compliance with the Federal securities laws, and
(c) reduce the occurrence of conflicts of interest both within divisions
(and even within teams) as well as between separate operating entities of
Barclays. Indeed, maintaining strict standards of confidentiality will
enable BGI to serve the needs of its customers more effectively.
In certain areas Chinese Walls will be, or have been, established to ensure
that employees have adopted procedures to safeguard the confidentiality of
information. The term "Chinese Wall" is a familiar one to most people.
However, what it means or how it actually operates in the workplace is
often misunderstood.
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A Chinese Wall is a barrier that controls or restricts the flow of
confidential information. It is essentially a system or set of procedures
designed to segregate information and prevent the communication of that
information between certain people or operating areas. The procedures that
comprise each Chinese Wall may vary depending on the location of the
particular wall or the times when it is operative. A Chinese Wall may need
to be in place only at certain times or on a constant basis. A Chinese
Wall may need to be located between various operating areas, between
divisions, between teams within a division and even, temporarily, between
staff who are on the same team but assigned to different accounts. The
existence and proper maintenance of Chinese Walls will allow Barclays to
serve simultaneously the needs of customers who have competing interests.
For the most part, the maintenance of Chinese Walls will reduce the
occurrence of conflicts of interest within Barclays as well as reduce the
possibility of abuse of Inside Information.
Regardless of the existence of specific Chinese Walls, the following
procedures should be observed by all employees at all times:
1. Never communicate confidential information to anyone outside Barclays
except for communications with auditors, approved counsel or other
experts who have been specifically engaged for certain matters.
Communicate confidential information inside Barclays only on a need-to-
know basis.
2. Do not communicate confidential information through a Chinese Wall
unless permission is obtained from the appropriate designated manager
or the Manager of Compliance.
3. Never discuss confidential information in a public place such as an
elevator, a restaurant or a hallway.
4. Always log off your computer before leaving the area for any length of
time and at the end of the day.
5. Use systems and information solely for authorized activities.
6. Notify a supervisor of any unauthorized use or misuse of the system or
information or any activity that appears questionable.
7. Maintain the secrecy of passwords and other system access
identification.
8. Prevent others from using a terminal to which another employee has
logged on until that employee has logged off.
9. Keep documents and papers containing confidential information in locked
file cabinets or other secured facilities. Do not leave papers and
documents containing confidential information exposed on desks or
credenzas.
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