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Exhibit 99.B1
CODE OF ETHICS
March, 2000
[SSGA LOGO]
[State Street Global Advisors]
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CODE OF ETHICS - TABLE OF CONTENTS
<TABLE>
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<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 - Prohibitions
A. Prohibited Purchases and Sales:
Portfolio Managers .......................................................... 6
Investment Persons and Reporting Associates.................................. 8
Approved Lists............................................................... 9
B. Additional Prohibited Activities............................................. 9
Section 4 - Preclearance
A. Preclearance of Securities Transactions ..................................... 13
B. Short-term Trading .......................................................... 13
Section 5 - Reporting ................................................................... 14
Section 6 - Annual Certification ........................................................ 15
Section 7 - Exemptive Relief ............................................................ 15
Section 8 - Violations and Sanctions..................................................... 16
Section 9 - Issues Forum................................................................. 16
</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 shareholders in 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 SEC
Rule 17j-1 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. 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 director, officer
or employee of the Adviser who, in connection with his or
her regular functions or duties, makes, participates in, or
obtains information regarding the purchase or sale of a
Security by a Fund prior to or
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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 "any director,
officer or employee of the Adviser who, in connection with
his or her regular functions or duties, obtains information
regarding the purchases or sales of Securities made by a
Fund, either prior to or subsequent to any such purchases
or sales."
4. "Level 4 Person" (Level 4) means any individual who has no
contact with information regarding purchases or sales of
Securities made by a Fund in his or her regular functions
or duties. However, such individual is subject to the
Statement of General Principles and the antifraud
provisions (Section 3B(1)) of the Code.
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. "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).
D. "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 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;
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- 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.
E. "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."
F. "Control" means the power to exercise a controlling influence
over an account.
G. "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."
H. "Portfolio" means "any investment portfolio of a Fund."
I. "Purchase or sale of a Security" includes, among other things,
the writing of an option to purchase or sell a Security.
J. "Security" shall have the meaning set forth in Section 2(a)(36)
of the 1940 Act. This definition of "Security" includes, but is
not limited to: any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate 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 indexes.
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"Security" shall NOT include securities issued by the government
of the United States, or, with respect to Access Persons
employed in the Non-US offices, the government of the country in
which such office is located, bankers' acceptances, bank
certificates of deposit, commercial paper and shares of
registered open-end investment companies (e.g., open-end mutual
funds, or the equivalent such as SICAVs). Any question as to
whether a particular investment constitutes a "Security" should
be referred to the local Compliance Officer.
K. "Seven Day Blackout"
- Portfolio Manager - The Code prohibits a portfolio manager
from buying or selling a security within seven calendar days
after it is traded in a portfolio he or she manages.
- Access Person - who has access to the fundamental research
in his or her area, is also restricted from buying or selling
a security that is added to, removed from, or has had a
rating change to an approved stock list. (See Section 3 -
"Approved Lists" for additional detail.)
L. "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 prohibitions of Section 3A 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 (e.g.,
assignment of management discretion in writing to another
party). 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, then preclearance
requirements still have to be met.)
B. Purchases or sales which receive the prior approval of counsel
to the Adviser or the Compliance Officer.
C. Purchases or sales by an Access Person other than a Portfolio
Manager which are categorized as DE MINIMIS through the
Preclearance Procedure described in Section 3A(1).
D. Acquisition of a Security due to dividend reinvestment or
similar automatic periodic investment process or through the
exercise of rights, warrants or tender offers. However, these
transactions should be reported by Level 1-3 Access Persons in
their quarterly reporting once acknowledgement of the
transaction is received.
SECTION 3 - PROHIBITIONS
A. PROHIBITED PURCHASES AND SALES
PORTFOLIO MANAGERS: (LEVEL 1) ACCESS PERSONS
1. Portfolio Manager shall not, for his or her own personal
account (or for an account in which he or she has
Beneficial Ownership(1):
a. purchase a Security that is being purchased or sold
or is being considered for purchase or sale in
any Associated Portfolio; or
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(1) Please see Section 1D of the Code for definition of "Beneficial
Ownership."
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b. sell a Security that is being purchased or sold or is
being considered for purchase or sale in any
Associated Portfolio.(2)
A Security is "being considered for purchase or sale" when
a recommendation to purchase or sell a Security has been
made and communicated and, with respect to the person
making the recommendation, when such person seriously
considers making such a recommendation.
Here is an example of this prohibition:
THIS MORNING, Access Person "A" overhears Portfolio Manager
"B" planning to purchase shares of XYZ for the stock Fund
which he manages. "A" hastily purchases shares of XYZ for
her personal account. Portfolio Manager "B" places the buy
order for the stock in THE AFTERNOON. "A" would be
front-running the Fund, and would be subjected to sanctions
and criminal penalties.
2. No Portfolio Manager shall, for his or her own personal
account (or for an account in which he or she has
Beneficial Ownership):
a. sell any Security until seven (7) full calendar days
have elapsed since the most recent purchase or
sale of that Security by any Associated Portfolio; or
b. purchase any Security until seven (7) full calendar
days have elapsed since the most recent purchase or
sale of that Security from any Associated
Portfolio.(3)
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(2) This "front-running" prevention rule is designed to prevent personal gain
based upon the investment activities or recommended investment activities
of any of the Associated Portfolios.
(3) This black-out requirement is designed to prevent personal gain based upon
the investment activities of any of the Associated Portfolios. A Portfolio
Manager may not trade the same security as an Associated Portfolio until
seven full calendar days have elapsed since the Portfolio trade (the seven
days do not include the day of the Portfolio trade).
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Here is an example of this prohibition:
Yesterday, Portfolio Manager "A" sold 100 shares of XYZ
from the Fund which he manages. Today, back-up Portfolio
Manager "B", who manages a different Fund within the same
investment group, decides to purchase 50 shares of XYZ for
his own personal account. Because trading occurred within 7
days of the most recent fund transaction it is a direct
violation of the black-out requirement, therefore,
subjecting the manager to sanctions.
INVESTMENT PERSONS AND REPORTING ASSOCIATES: (LEVEL 2 & 3) ACCESS
PERSONS
1. No Access Person (other than Portfolio Managers) shall, for
his or her own personal account or for an account in which
he or she has Beneficial Ownership(4):
a. purchase a Security that is being purchased or sold
or is being considered for purchase or sale in
any Fund unless the transaction is considered DE
MINIMIS as noted above in Section 2C Exempted
Transactions; or
b. sell a Security that is being purchased or sold or
is being considered for purchase or sale in any
Fund unless the transaction is considered DE MINIMIS
as noted above in Section 2C Exempted
Transactions.(5)
A Security is "being considered for purchase or sale" when
a recommendation to purchase or sell a Security has been
made and communicated and, with respect to the person
making the recommendation, when such person seriously
considers making such a recommendation.
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(4) Please see Section 1D of the Code for definition of "Beneficial Ownership."
(5) This "front-running" prevention rule is designed to prevent personal gain
based upon the investment activities or recommended investment activities
of any of the Associated Portfolios.
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Approved Lists
Personal securities transactions in a security that is
added to or removed from an approved stock list are
prohibited for a period of seven days after the addition,
removal or change in rating of the security. The same seven
day restriction applies following any change to the short
or long term investment rating. Furthermore, the Access
Person is restricted from sharing this information with
others who do not have the same access levels.
(Currently, this list is maintained by the Global
Fundamental Research Group. There may be other lists or
groups that this restriction applies. See your local
Compliance Officer for additional information.)
B. ADDITIONAL PROHIBITED ACTIVITIES
1. Neither an employee of the Adviser nor any Access 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(6) non-public(7) 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
Investment Personnel Level 1-4 shall be prohibited:
a. purchasing Securities in an initial public
offering unless:
(i) the Access Person has a right to purchase the
Security due to the Access 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,
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(6) 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.
(7) 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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(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 E;
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 a private offering (with
approval as detailed in 2(b) above) and then causing a
portfolio which he or she manages to purchase the same
private offering 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
- 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.,
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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
In order to monitor this Section 4A, Adviser requires each Access
Person to comply with the Personal Securities Transaction
Preclearance Procedure8 attached hereto as Appendix C.
- 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).
- Preclearance of any registered open-end investment
company is not required.
- 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 Appendix C 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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(8) See Appendix F for additional information on preclearance.
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SECTION 5 - REPORTING
A. Every Access Person who is identified and notified by the
Compliance Officer as having to comply with this Section shall:
1. upon such notification, provide the Compliance Officer with
disclosure of all personal Securities holdings as described
in Appendix A within 10 calendar days of employment and
annually) thereafter, except that the requirement of this
Section 5A(1) shall only apply to Portfolio Managers and
Investment Persons (Access Person Level 1 and 2); and
2. report to the Compliance Officer the information described
in Section 5C with respect to transactions in any
Security(9) in which such Access Person has, or by reason
of such transaction acquires, any direct or indirect
Beneficial Ownership in the Security.
B. Quarterly reports required under this Section shall be made not
later than nine (9) days after the end of each calendar quarter
(calendar quarters are March 31, June 30, September 30 and
December 31).
Access Persons will be reminded quarterly of this obligation by
a notice, but IT IS INCUMBENT UPON EACH ACCESS PERSON TO REPORT
TO THE COMPLIANCE OFFICER WITHIN THE NINE-DAY (9-DAY) REPORTING
PERIOD WHETHER HE OR SHE DID OR DID NOT EFFECT SUCH
TRANSACTIONS.
C. 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.
D. 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.
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(9) See definition of "Security" and "Beneficial Ownership" for additional
information.
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E. Access Persons transacting in Securities, as defined in
Section 1J. 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.
F. Investment in the State Street Stock Fund through the State
Street 401k 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.
G. 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).
H. 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.
SECTION 6 - ANNUAL CERTIFICATION
All Access Persons and Non Access 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 and Non 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 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.
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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 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 Code of Ethics Committee is presented with the facts and
circumstances of a violation on an anonymous basis by the Compliance
Officer on a quarterly basis. The Code of Ethics Committee is charged
with reviewing violations of the Code and imposing sanctions by a
majority vote.
Upon discovering a violation of this Code, its policies or procedures,
the directors of a Fund, the Adviser, or the Committee 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;
- 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 Board of the Fund, the Adviser
or other appropriate entity; or
- criminal referral -- determined by the Board of the Fund, the
Adviser or other appropriate entity.
The Access Person is given an opportunity to appeal a Committee decision if
he/she is 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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