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