CODE OF ETHICS - TABLE OF CONTENTS
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 15
Section 9 - Issues Forum 16
March, 2000
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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.
March, 2000
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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 contemporaneous
with such purchase or sale, or whose functions relate to the making of
any recommendations with respect to such purchase or sale."
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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:
o the Access Person;
o the Access Person's spouse;
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o the Access Person's minor children;
o the Access Person's adult children living in the Access Person's home;
and
o 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)
Here is an example of this prohibition:
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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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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:
o a publicly traded company other than State Street
Corporation or its subsidiaries or its affiliates; or
o 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., customers or vendors) a
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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:
o occasional meals, social gatherings or meetings conducted
for business purposes; or
o 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:
o transportation expenditures, such as airfare or rental car;
or
o 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
Procedure(8) attached hereto as Appendix C.
o 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.
o 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).
o Preclearance of any registered open-end investment company
is not required.
o 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:
o a letter of censure to the violator;
o a monetary fine levied on the violator;
o suspension of the employment of the violator;
o termination of the employment of the violator;
o civil referral to the SEC or other civil regulatory authorities
determined by the Board of the Fund, the Adviser or other appropriate
entity; or
o 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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