<PAGE>
EXHIBIT NO. EX-99.p.2
AMENDED AND RESTATED
DIMENSIONAL FUND ADVISORS INC.
DFA SECURITIES INC.
DFA AUSTRALIA LTD.
CODE OF ETHICS
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;
<PAGE>
(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.
(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
<PAGE>
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.
(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
<PAGE>
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.
(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
<PAGE>
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 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.
<PAGE>
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 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.
<PAGE>
(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:
(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
<PAGE>
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.
(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.
