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EXHIBIT NO. EX-99.p.2
AMENDED AND RESTATED
DIMENSIONAL FUND ADVISORS INC.
DFA SECURITIES INC.
DFA AUSTRALIA LTD.
CODE OF ETHICS
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DATED APRIL 14, 2000
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 14th day of April, 2000 pursuant to the requirements of Rule 17j-1
under the Investment Company Act of 1940, as amended. Capitalized terms that are
not otherwise defined shall have the meanings set forth in section 9 herein. It
is the policy of DFA, DFAS and DFAL (hereinafter referred to as "Employers") in
connection with personal securities investments of Access Persons, 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: ACCESS PERSONS. No Access Person of Employers:
(a) In connection with the purchase or sale by such person of a
Security Held or to be Acquired by a registered investment
company (sometimes referred to herein as a "Fund") 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;
(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;
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(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 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.
2. PROHIBITIONS: INVESTMENT PERSONNEL. In addition to the above-stated
prohibitions, no Investment Personnel shall:
(a) acquire any securities in an Initial Public Offering or Limited
Offering, except as provided in section 3(f) herein;
(b) 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
(c) serve on the board of directors of a publicly traded company, except
as provided in section 3(g) herein.
3. EXEMPTED TRANSACTIONS. The prohibitions of sections 1 and 2 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.
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(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
3(f).
(g) Service by an Access Person on the board of directors of a publicly
traded company if prior notice is given to 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 Officer may, acting upon the recommendations of outside
counsel, place restrictions on the activities of, or information
received by, such Access Person.
4. COMMUNICATIONS WITH OUTSIDE DIRECTORS. As a regular business practice,
Employers attempt to keep directors informed with respect to its investment
activities through reports and other information provided to them in
connection with board meetings and other events. However, it is each
Employer's policy not to communicate specific trading information and/or
advice on specific issues to outside directors (i.e., no information should
be given on securities for which current activity is being considered for
clients.) Any pattern of repeated requests for such information should be
reported to the Designated Officer.
5. PROCEDURAL MATTERS. The Designated Officer shall:
(a) 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 Designated Officer, 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 recognizes that he or she is subject to the Code. In addition,
each Access Person shall certify to the Designated Officer 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, holdings and accounts required to be
disclosed or reported pursuant to the requirements of this Code.
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(b) Notify each such Access Person of his/her obligation to file reports
as required by section 6 of this Code and the procedures for filing
such reports.
c) Report to the Ethics Committee the facts contained in any reports
filed with the Designated Officer pursuant to section 6 of this Code
when any such report indicates that an Access Person may have engaged
in a transaction in a Security Held or to be Acquired by the Fund in
violation of this Code.
(d) Maintain any records required by this Code or Rule 17j-1 including (i)
a copy of any ethics code in effect at any time within the past five
years, (ii) the names of each Access Person subject to the reporting
requirements of this Code currently or within the last five years,
(iii) the names of personnel who are responsible for reviewing the
reports filed under section 6 of this Code; (iv) copies of reports
made by Access Persons; (v) copies of reports made of the trustees of
a Fund; (vi) records of any actions taken under section 3(f); and
(vii) 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.
(e) Implement procedures to safeguard the confidentiality of reports filed
and records maintained pursuant to this Code.
6. REPORTING BY ACCESS PERSONS.
(a) Upon commencement of employment (or upon becoming an Access Person),
all Access Persons must disclose all holdings of Covered Securities in
which they have any direct or indirect Beneficial Ownership to the
Designated Officer. Such report shall be made within ten calendar days
after commencement of employment (or upon becoming an Access Person)
and shall include the following information (which information must be
current as of a date no more than 30 days before the date of
submission):
(i) The title, number of shares and principal amount of each Covered
Security in which such Access Person has any direct or indirect
Beneficial Ownership when the person becomes an Access Person;
(ii) 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 such person as of the date the
person became an Access Person; and
(iii) The date the report is submitted by the Access Person.
This section shall apply to persons who become Access Persons after March 1,
2000.
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(a) Every Access Person must submit the information required by section
6(a) to the Designated Officer annually within thirty calendar days
after the last day of each calendar year. The first such reports shall
be for the year ended December 31, 2000.
(b) Within ten calendar days after the end of each calendar quarter, every
Access Person shall report to the Designated Officer the following
information with respect to transactions in any Covered Security in
which such Access Person has, or by reason of such transaction
acquires, any direct or indirect Beneficial Ownership in the security:
(i) The date of the transaction, the title, the interest rate and
maturity (if applicable), the number of shares and the principal
amount of each Covered 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;
(iv) The name of the broker, dealer or bank with or through whom the
transaction was effected; and
(v) The date the report is submitted by the Access Person.
(c) No person shall be required to make the reports set forth in this
section with respect to transactions effected for, and Covered
Securities held in, any account over which such person does not have
any direct or indirect influence. No Access Person of DFA or DFAL
shall be required to make the report required under section (c) above
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.
(d) Any report made pursuant to this section 6 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.
(e) All reports of securities transactions and holdings filed pursuant to
this section shall be deemed confidential and shall not be disclosed
to any person except as may be necessary to enforce this Code or as
may be required by law.
(f) The Designated Officer is responsible for enforcing the provisions of
this Code, detecting violations of this Code, reviewing reports or
other statements submitted pursuant to section 6 of this Code, and
maintaining the confidentiality of any reports or other records
maintained pursuant to
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this Code. In establishing review procedures for reports submitted
pursuant to this Code, the Designated Officer shall give due
consideration to the types of securities reported, the position of the
person submitting the report, the degree of access to current trading
information, and the possible effect of the holdings or transactions
on securities held by clients. The Ethics Committee is responsible for
reviewing any such reports submitted by the Designated Officer.
2. VIOLATIONS. Upon being apprised of facts which indicate that a violation of
this Code may have occurred, the Ethics Committee shall determine whether,
in its judgment, the conduct being considered did in fact violate the
provisions of this Code. If the Ethics Committee determines that a
material violation of this Code has occurred, the Ethics Committee shall so
advise the Board of Directors and the Board may impose such sanctions as it
deems appropriate in the circumstances. If the person whose conduct is
being considered by the Ethics Committee or Board is a member of the
Committee or Board, he/she shall not be eligible to participate in the
judgment of the Committee or Board as to whether a violation exists or in
whether, or to what extent, sanctions should be imposed.
3. MISCELLANEOUS
(a) Employers shall submit this Code to the boards of directors or
trustees of each registered investment company for which DFA or DFAL
act as investment adviser or DFAS acts as principal underwriter for
approval within the time frames required by Rule 17j-1. Any material
changes to this Code shall be submitted to such boards within six
months of such change.
(b) On an annual basis, Employers shall provide a written report outlining
material violations or matters that arose under the Code during the
prior year to the board of directors or trustees of each registered
investment company for which DFA or DFAL act as investment adviser or
DFAS acts as principal underwriter.
(c) The Ethics Committee shall have the authority to exempt any person
or class of persons or transaction or class of transactions from all
or any portion of this Code and to adopt interpretive positions with
respect to any provision of this Code. Any such action shall be based
on a good faith determination that (i) such exemption or
interpretation is consistent with the fiduciary principles set forth
in this Code and Rule 17j-1; and (ii) the likelihood of any abuse of
the Code as a result of such exemption or interpretation is remote.
The Ethics Committee also may base any such determination on the
advice of counsel that a particular application of all or any portion
of the Code is not legally required.
(d) This Code is designed for the internal use of DFA, DFAS, and DFAL in
meeting their fiduciary and other obligations under applicable
securities
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law. This Code may include reports or procedures that are more
stringent than those required by law. No violation or apparent
violation of this Code shall create any presumption that an Access
Person has violated any law.
4. 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 Covered 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 Covered
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 Covered 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 Covered Securities. A person does not become an
Access Person by virtue of normally assisting in the preparation
of public reports, or receiving public reports, but not
receiving information about current recommendations or trading.
A single instance of obtaining knowledge of current
recommendations or trading activity, or infrequently and
inadvertently obtaining such knowledge, will not result in
Access Person status.
(2) "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 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:
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(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.
(3) "Covered Security" means all securities except direct
obligations of the Government of the United States, bankers'
acceptances, certificates of deposit, commercial paper, high
quality short-term debt instruments (including repurchase
agreements) and shares of registered open-end investment
companies.
(4) "Designated Officer" means the Secretary of the Employers or the
Assistant Secretary or other person than acting as the
Secretary, or such other officer designated by the Ethics
Committee; provided that the Chairman of the Board, or such
other officer designated by the Chairman of the Board, shall be
solely responsible for receiving and reviewing transaction and
holding reports of outside directors.
(5) "Ethics Committee" shall mean the Ethics Committee appointed by
the Board of Directors of the Employers.
(6) "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, the issuer of
which, immediately before the registration, was not subject to
the reporting requirements of sections 13 or 15(d) of the
Securities Exchange Act of 1934.
(7) "Investment Personnel" means an employee of DFA or DFAL who, in
connection with his or her regular function or duties, makes or
participates in making recommendations regarding the purchase or
sale of securities by the Fund or any natural person who
controls DFA or DFAL and who obtain information concerning
recommendations made to the Fund regarding the purchase or sale
of securities by the Fund.
(8) "Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to
section 4(2) or section 4(6) or pursuant to rule 504, rule 505
or rule 506 thereunder.
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(9) A "Security Held or to be Acquired" by a registered investment
company means any Covered Security which, within the most recent
15 days, is or has been held by such company, or is being or has
been considered by such company or its investment advisor for
purchase by such company, and any option to purchase or sell,
and security convertible into or exchangeable for any such
Covered Security.
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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