Exhibit p(3)












                          STATE STREET GLOBAL ADVISORS


                           SSgA FUNDS MANAGEMENT, INC.






                                 CODE OF ETHICS


















                                   MARCH 2004


                                                    STATE STREET GLOBAL ADVISORS
                                                    SSgA Funds Management, Inc.





                                TABLE OF CONTENTS


      I.   Introduction.....................................................1

     II.   Applicability....................................................1

III.     Key Definitions....................................................2

                Beneficial Ownership........................................2
                Covered Securities..........................................2

     IV.   Pre-Clearance of Personal Securities Transactions................3

      V.   Restrictions.....................................................4

                Blackout Periods............................................4
                Initial Public Offerings and Private Placements.............4
                Options.....................................................4
                Mutual Funds................................................4
                Short-Term Trading and Other Restrictions...................5

     VI.   Reporting Requirements...........................................5

    VII.   Standard of Conduct..............................................8

                Personal Trading............................................8
                Protecting Confidential Information.........................8
                Gifts and Entertainment.....................................9
                Service as a Director/Outside
                Employment and Activities..................................10

   VIII.   Sanctions.......................................................10






                                                    STATE STREET GLOBAL ADVISORS
                                                    SSgA Funds Management, Inc.





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I.       INTRODUCTION

The Code of Ethics (the "Code") is designed to reinforce State Street Global
Advisors' ("SSgA's")/SSgA Funds Management, Inc.'s ("SSgA FM's") reputation for
integrity by avoiding even the appearance of impropriety in the conduct of our
business. The Code sets forth procedures and limitations which govern the
personal securities transactions of every SSgA/SSgA FM employee.

SSgA/SSgA FM and our employees are subject to certain laws and regulations
governing personal securities trading. We have developed this Code to promote
the highest standards of behavior and ensure compliance with applicable laws. In
addition to the provisions outlined in this document, employees in SSgA's Global
Offices may be subject to different or additional requirements provided by their
local Compliance Officer.

Employees should be aware that they may be held personally liable for any
improper or illegal acts committed during their course of employment, and that
"ignorance of the law" is not a defense. Employees may be subject to civil
penalties such as fines, regulatory sanctions including suspensions, as well as
criminal penalties.

Employees must read the Code and comply with it. Failure to comply with the
provisions of the Code may result in serious sanctions including, but not
limited to: disgorgement of profits, dismissal, substantial personal liability
and referral to law enforcement agencies or other regulatory agencies. Employees
should retain a copy of the Code in their records for future reference. Any
questions regarding the Code should be directed to the Compliance and Risk
Management Group or your local Compliance Officer.

General Principles

Each SSgA/SSgA FM employee is responsible for maintaining the very highest
ethical standards when conducting business. More specifically, this means:

o    Each employee has a duty at all times to place the interests of our clients
     first;

o    All personal securities transactions must be conducted consistent with the
     Code and in such a manner as to avoid any actual or potential conflict of
     interest or other abuse of the employee's position of trust and
     responsibility; and

o    No employee should take inappropriate advantage of his/her position or
     engage in any fraudulent or manipulative practice with respect to our
     clients' accounts.


II.      APPLICABILITY


SSgA/SSgA FM Employees

This Code is applicable to all SSgA and SSgA FM employees. This includes
full-time, part-time, benefited and non-benefited, and exempt and non-exempt
employees. Additionally, each new employee's offer letter will include a copy of
the Code of Ethics and a statement advising the individual that he/she will be
subject to the Code of Ethics if he/she accepts the offer of employment. If,
outside the U.S., due to local employment practices it is necessary to modify
this approach then the offer letters will be revised in accordance with local
law.



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Family Members and Related Parties

The Code applies to the accounts of the employee, his/her spouse or domestic
partner, his/her minor children, his/her adult children living at home, and any
relative, person or entity for whom the employee directs the investments. Joint
accounts will also need to be included if an SSgA/SSgA FM employee is one of the
joint account holders.

Contractors and Consultants

Each SSgA/SSgA FM contractor/consultant/temporary employee contract will include
the Code as an addendum, and each contractor/consultant/temporary employee will
be required to sign an acknowledgement that he/she has read the Code and will
abide by it except for the pre-clearance and reporting provisions.

Investment Clubs

An employee who is a member of an investment club is subject to the
pre-clearance and reporting requirements of the Code with respect to the
transactions of the investment club. Additionally, memberships in Investment
Clubs will require prior approval of the Compliance and Risk Management Group.


III.     KEY DEFINITIONS


BENEFICIAL OWNERSHIP

For purposes of the Code, "Beneficial Ownership" shall be interpreted in the
same manner as it would be in Rule 16a-1(a)(2) under the Securities Exchange Act
of 1934 ("Exchange Act") in determining whether a person is subject to the
provisions of Section 16 under the Exchange Act and the rules and regulations
thereunder.


COVERED SECURITIES

For purposes of the Code, "Security" shall have the meaning set forth in Section
2(a)(36) of the Investment Company Act of 1940 ("1940 Act"). This definition of
"Security" includes, but is not limited to: any note, stock, treasury stock,
bond, debenture, evidence of indebtedness, certificates 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 the Code,
"Security" shall include any commodity 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 indices.

Covered securities will also include exchange traded funds ("ETFs") advised or
sub-advised by SSgA/SSgA FM or any equivalents in local non-US jurisdictions,
single stock futures and both the U.S. Securities and Exchange Commission
("SEC") and Commodity Futures Trading Commission ("CFTC") regulated futures.

"Security" shall NOT include direct obligations of the government of the United
States or any other sovereign country or supra-national agency, bankers'
acceptances, bank certificates of deposit, commercial paper and high quality
short-term debt instruments, including repurchase agreements, variable and fixed
insurance products, and interests in IRC Section 529 plans.


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IV.      PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS

Unless the investment type is exempted for pre-clearance purposes, all employees
must request and receive pre-clearance prior to engaging in the purchase or sale
of a security. Although a request may need to be pre-cleared, it may be subject
to the de minimis exception which would permit a trade to be automatically
pre-approved due to its size. All pre-clearance requests will be made by
submitting a Pre-Trade Authorization Form ("PTAF") via the Code of Ethics
Compliance system.

Pre-clearance approval is only good until midnight local time of the day when
approval is obtained. "Good-till-cancelled" orders are not permitted. "Limit"
orders must receive pre-clearance every day the order is open.

As there could be many reasons for pre-clearance being granted or denied,
employees should not infer from the pre-clearance response anything regarding
the security for which pre-clearance was requested.

De Minimis Exception

Employee transactions effected pursuant to the de minimis exception remain
subject to the pre-clearance and reporting requirements of the Code. A "de
minimis transaction" is a personal trade that meets the following conditions: A
transaction of less than US $20,000 or the local country equivalent, 2,000
shares or units, and not more than 1% of the average daily trading volume in the
security for the preceding 5 trading days.

Exempted Securities

Pre-clearance by employees is not required for the following transactions:

o    Transactions made in an account where the employee pursuant to a valid
     legal instrument has given full investment discretion to an
     unaffiliated/unrelated third party;

o    Purchases or sales of direct obligations of the government of the United
     States or other sovereign government or supra-national agency, high quality
     short-term debt instruments, bankers acceptances, certificates of deposit
     ("CDs"), commercial paper, repurchase agreements, and securities issued by
     open-end investment companies (e.g., mutual funds) not advised or
     sub-advised by SSgA/SSgA FM;

o    Automatic investments in programs where the investment decisions are
     non-discretionary after the initial selections by the account owner
     (although the initial selection requires pre-clearance);

o    Investments in dividend reinvestment plans;

o    Purchases or sales of variable and fixed insurance products and IRC Section
     529 plans;

o    Exercised rights, warrants or tender offers;


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o    General obligation municipal bonds, transactions in Employee Stock
     Ownership Programs ("ESOPs), and Share Builder and similar services; and

o    Securities received via a gift or inheritance.

State Street Stock

Any discretionary purchase or sale (including the exercising of options) of
State Street stock, including shares in a 401(k) plan, needs to be pre-cleared
subject to the de minimis requirements. This does not affect the current policy
where an employee may trade State Street stock ("STT") or exercise options
obtained pursuant to employee compensation plans on a specific day pursuant to
State Street corporate policy.


V.       RESTRICTIONS


BLACKOUT PERIODS

Subject to the de minimis exception, employees may not trade in a covered
security on any day that a client account/fund has a pending buy or sell order
in the same covered security.

In addition, subject to the de minimis exception, an employee may not buy or
sell a security that a client account/fund has traded within 7 calendar days on
either side of the fund's/ account's execution date.


INITIAL PUBLIC OFFERINGS AND PRIVATE PLACEMENTS

Employees are prohibited from acquiring securities through an allocation by the
underwriter of an initial public offering ("IPO"). There is an exception for a
situation where the spouse/domestic partner, with prior written disclosure to
and written approval from a Senior Compliance Officer in the office where the
staff member is principally employed, could acquire shares in an IPO of his/her
employer.

In addition, employees are prohibited from purchasing securities in a private
offering unless the purchase is approved in writing by a Senior Compliance
Officer. Private placements include certain co-operative investments in real
estate, commingled investment vehicles such as hedge funds, and investments in
family owned businesses. Time-shares and cooperative investments in real estate
used as a primary or secondary residence are not considered to be private
placements.


OPTIONS

Employees are prohibited from buying or selling options. There is an exception
for employees who have received options from a prior employer. In those
instances, the exercising or selling of options received from the prior employer
is subject to the pre-clearance and reporting requirements of this Code.


MUTUAL FUNDS

SSgA/SSgA FM employee investments in any mutual funds that are advised or
sub-advised by SSgA FM or certain affiliates are subject to a ninety (90)
calendar day holding period. These transactions are also subject to the
pre-clearance and reporting requirements of this Code.



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The current list of SSgA FM and certain affiliates'advised and sub-advised
mutual funds is maintained by the Compliance and Risk Management Group and is
located on the Code of Ethics Intranet page. Investments in money market funds
or short-term income funds advised or sub-advised by SSgA FM are exempt from
these requirements.


SHORT-TERM TRADING AND OTHER RESTRICTIONS

The following restrictions apply to all securities transactions by employees:

o    Short-Term Trading. Employees are prohibited from the purchase and sale or
     sale and purchase of the same securities within sixty (60) calendar days.
     Mutual funds advised or sub-advised by SSgA FM or certain affiliates are
     subject to a ninety (90) day holding period.

o    Excess Trading. While active personal trading may not in and of itself
     raise issues under applicable laws and regulations, we believe that a very
     high volume of personal trading can be time consuming and can increase the
     possibility of actual or apparent conflicts with portfolio transactions.
     Accordingly, an unusually high level of personal trading activity is
     strongly discouraged and may be monitored by the Compliance and Risk
     Management Group to the extent appropriate for the category of person, and
     a pattern of excessive trading may lead to the taking of appropriate action
     under the Code.

o    Front Running. Employees may not engage in "front running," that is, the
     purchase or sale of securities for their own accounts on the basis of their
     knowledge of SSgA's/SSgA FM's trading positions or plans.

o    Material Nonpublic Information. Employees possessing material nonpublic
     information regarding any issuer of securities must refrain from purchasing
     or selling securities of that issuer until the information becomes public
     or is no longer considered material.

o    Shorting of Securities. Employees may not engage in the practice of
     shorting securities.


VI.      REPORTING REQUIREMENTS

All Securities are subject to the reporting requirements of the Code except the
following:

o    Direct Obligations of any sovereign government or supra-national agency;

o    Bankers' acceptances, bank certificates of deposit, commercial paper and
     high quality short-term debt instruments, including repurchase agreements;

o    Shares issued by open-end mutual funds and ETFs not advised or sub-advised
     by SSgA FM or certain affiliates;

o    Investments in dividend reinvestment plans; and

o    Variable and fixed insurance products and IRC Section 529 plans.

IRC 401(k) plans are also exempt from the reporting requirements except: (i)
self-directed brokerage accounts and (ii) investments in State Street stock.
Employees must report holdings of


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or transactions in ESOPs or pension or retirement plans if they have a direct or
indirect Beneficial Ownership interest in any Covered Securities held by the
plan.

Additionally, securities received via a gift or inheritance are required to be
reported, but are not subject to the pre-clearance requirements of the Code.

a.       Initial Holdings Reports

         Within ten (10) calendar days of being hired by SSgA/SSgA FM, each
         employee must provide the Compliance and Risk Management Group with a
         statement of all securities holdings and brokerage accounts. More
         specifically, each employee must provide the following information:

         o     The title, number of shares and principal amount of each Security
               in which the employee had any direct or indirect Beneficial
               Ownership when the person became an employee;

         o     The name of any broker, dealer or bank with whom the employee
               maintained an account in which any securities were held for the
               direct or indirect benefit of the employee as of the date the
               person became an employee; and

         o     The date the report is submitted by the employee.

b.       Duplicate Statements and Confirmations

         Upon SSgA/SSgA FM employment and for any accounts opened during
         employment, an employee must instruct his/her broker-dealer, trust
         account manager or other entity through which he/she has a securities
         trading account to send directly to our Compliance and Risk Management
         Group:

         o     Trade confirmation summarizing each transaction; and

         o     Periodic statements.

         This applies to all accounts in which an employee has direct or
         indirect Beneficial Ownership. A sample letter with the Compliance
         address is located on the Code of Ethics Intranet page.

c.       Quarterly Transaction Reports

         Each employee is required to submit quarterly his/her Quarterly
         Securities Report within ten (10) calendar days of each calendar
         quarter end to the Compliance and Risk Management Group. The form for
         making this report will be provided to each employee on a quarterly
         basis.

         Specific information to be provided includes:

         1.    With respect to any transaction during the quarter in a Security
               in which any employee had any direct or indirect Beneficial
               Ownership:



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               o    The date of the transaction, the title, the interest rate
                    and maturity date (if applicable), the number of shares and
                    the principal amount of each Security involved;

               o    The nature of the transaction, (i.e., purchase, sale, or
                    other type of acquisition or disposition);

               o    The price of the Security at which the transaction was
                    effected;

               o    The name of the broker, dealer or bank with or through which
                    transaction was effected; and

               o    The date that the report is submitted by the employee.

         2.    With respect to any account established by the employee in which
               any securities were held during the quarter for the direct or
               indirect benefit of the employee:

               o    The name of the broker, dealer, or bank with whom the
                    employee established the account;

               o    The date the account was established; and

               o    The date the report is submitted by the employee.

d.       Annual Holdings Reports

         Each employee is required to submit annually (i.e., once each and every
         calendar year) a list of holdings, which is current as of a date no
         more than thirty (30) days before the report is submitted. In addition,
         each employee is required to certify annually that he/she has reviewed
         and understands the provisions of the Code. The forms for making these
         reports will be provided to each employee on an annual basis.

         Specific information to be provided includes:

         o     The title, number of shares and principal amount of each Covered
               Security in which the employee had any direct or indirect
               beneficial ownership;

         o     The name of any broker, dealer or bank with whom the employee
               maintains an account in which any securities are held for the
               direct or indirect benefit of the employee; and

         o     The date that the report is submitted by the employee.







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VII.     STANDARD OF CONDUCT


PERSONAL TRADING

All State Street employees, including SSgA/SSgA FM employees, are required to
follow the provisions outlined in State Street Corporation's Corporate Standard
of Conduct. The Standard of Conduct includes a policy on Personal Trading which
all State Street employees must follow in addition to any additional personal
trading policies implemented by their business areas. The policy includes the
following list of provisions:

o    Employees will not buy or sell securities (or recommend their purchase or
     sale) based upon "inside information."

o    Employees will not sell State Street securities short.

o    Employees will not engage in options trading or hedging transactions in
     State Street securities.

o    Employees will not sell the securities of a customer short when we, as
     individual employees, are directly responsible for providing services to
     that customer.

o    Employees will not buy options in the securities of a customer (unless
     conducted as part of a hedging strategy) when we, as individual employees,
     are directly responsible for providing services to that customer.

o    Employees will not purchase securities of an issuer when State Street is
     involved in the underwriting or distribution of the securities.

o    Employees will not buy or sell securities based upon our knowledge of the
     trading position or plans of State Street or a customer.

o    Employees will not buy or sell securities based upon anticipated research
     recommendations. (Employees are required to wait at least 3 business days
     following public dissemination of a recommendation made by State Street
     prior to making a personal trade. Some business units may impose a longer
     restriction period.)

o    Employees will not use their influence as State Street employees to accept
     preferential treatment from an issuer or broker with respect to an
     investment opportunity, nor from a broker with respect to the fees charged
     in relation to conducting a personal securities transaction.

o    Employees will not originate a rumor nor participate in the circulation of
     one concerning any publicly traded security, particularly the securities of
     State Street or any customer of State Street.

o    Employees allow trading of customer accounts and for State Street's own
     account to precede personal trades if the personal trades could affect the
     market price of a security.

o    Employees will not invest in the securities of a supplier or vendor to
     State Street, if they as individual employees, have substantial
     responsibility for representing State Street in its relationship with that
     firm.


PROTECTING CONFIDENTIAL INFORMATION

Employees may receive information about SSgA/SSgA FM, State Street Bank & Trust
Company, State Street Corporation, their clients and other parties that, for
various reasons, should be treated as confidential. All employees are expected
to strictly comply with measures necessary to preserve the confidentiality of
the information.




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Insider Trading and Tipping

The misuse of material nonpublic information, or inside information, constitutes
a fraud under the securities laws of the United States and many other countries.
Fraudulent misuse of inside information includes buying or selling securities
while in possession of material nonpublic information for an employee or
employee-related account, a proprietary account or for the account of any
client. Fraudulent misuse of inside information also includes disclosing or
tipping such information to someone else who then trades on it, or using such
information as a basis for recommending the purchase or sale of a security.
Information is material when it has market significance and there is a
likelihood that a reasonable investor would consider the information important
in deciding whether to buy or sell the securities of the company involved. It is
nonpublic if it has not been broadly disseminated.

In no event, may any employee who receives inside information use that
information to trade or recommend securities affected by such information for
personal benefit, the benefit of SSgA/SSgA FM or any affiliate or the benefit of
a third party. More specifically:

o    No employee may, while in possession of inside information affecting a
     security, purchase or sell such security for the account of such employee,
     a client or any other person or entity.

o    No employee may disclose inside information to any person outside of
     SSgA/SSgA FM. However, discussions with legal counsel and disclosures
     authorized by the client in furtherance of a related project or transaction
     are permitted.

o    No employee may recommend or direct the purchase from or sale of a security
     to anyone while in the possession of inside information, however obtained.


GIFTS AND ENTERTAINMENT

All employees are required to follow the Corporate Standard of Conduct's Gifts
and Entertainment Policy. The policy includes the following provisions:

o    Employees should avoid any excessive or disreputable entertainment that
     would reflect unfavorably on State Street;

o    Employees do not offer or accept cash or its equivalent as a gift;

o    Employees recognize that promotional gifts such as those that bear the logo
     of a company's name or that routinely are made available to the general
     public are generally acceptable business gifts;

o    Employees fully, fairly and accurately account on the books and records of
     State Street for any expense associated with a gift or entertainment; and

o    Employees do not accept any gift or bequest under a will or trust from a
     customer of State Street.

For purposes of the SSgA/SSgA FM Code, the gifts and entertainment limit will be
$250.00 or the local equivalent. In order for an employee to accept a gift above
the limit, he/she must obtain prior written approval from his/her manager and
provide a copy of the approval to the Chief Compliance Officer.







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SERVICE AS A DIRECTOR/OUTSIDE EMPLOYMENT AND ACTIVITIES

All employees are required to comply with the Corporate Standard of Conduct's
Conflicts from Outside Activities Policy. The policy includes the following
provisions:

o    Employees are to avoid any business activity, outside employment or
     professional service that competes with State Street or conflicts with the
     interests of State Street or its customers.

o    An employee is required to obtain the approval of his/her Area Executive
     before becoming a director, officer, employee, partner or sole proprietor
     of a "for profit" organization. The request for approval should disclose
     the name of the organization, the nature of the business, whether any
     conflicts of interest could reasonably result from the association, whether
     fees, income or other compensation will be earned and whether there are any
     relationships between the organization and State Street. The request for
     approval along with the preliminary approval of the Area Executive is
     subject to the final review and approval of the State Street General
     Counsel and the Chief Executive Officer.

o    Employees do not accept any personal fiduciary appointments such as
     administrator, executor or trustee other than those arising from family or
     other close personal relationships.

o    Employees do not use State Street resources, including computers, software,
     proprietary information, letterhead and other property in connection with
     any employment or other activity outside State Street.

o    Employees disclose to their Area Executive any situation that could present
     a conflict of interest or the appearance of a conflict with State Street
     and discuss how to control the risk.

When completing their annual certification acknowledging receipt and
understanding of the Code of Ethics, SSgA/SSgA FM employees will be asked to
disclose all outside affiliations. Any director/trustee positions with public
companies or companies likely to become public are prohibited without prior
written approval from the employees' Area Executive.


VIII.    SANCTIONS

Upon discovering a violation of this Code by an employee or his/her family
member or related party, the Code of Ethics Review 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 SSgA/SSgA FM; or

o    Criminal referral - determined by SSgA/SSgA FM..

Examples of possible sanctions include, but are not limited to:

o    A warning letter, with a cc: to the employee's manager, for a first time
     pre-clearance or reporting violation;

o    Monetary fines and disgorgement of profits when an employee profits on the
     purchase of a security he/she should not purchase; and

o    Recommendation for suspension or termination if an employee is a serial
     violator of the Code.





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Appeals Process

If an employee decides to appeal a sanction, he/she should contact Human
Resources.





































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