EXHIBIT A

To the Amended and Restated Investment Advisory Agreement Between SSgA Funds Management, Inc. and SPDR(R) Series Trust

As consideration for the Adviser's services to each of the following Funds, the Adviser shall receive from each Fund a unitary fee, accrued daily at the rate of 1/365th of the applicable fee rate and payable monthly on the first business day of each month, of the following annual percentages of the Fund's average daily net assets during the month. The Adviser will pay all of the expenses of each Fund of the Trust except for the advisory fee, payments under each Fund's Rule 12b-1 plan, brokerage expenses, taxes, interest, fees and expenses of the Independent Trustees (including any Trustee's counsel fees), acquired fund fees and expenses, litigation expenses and other extraordinary expenses.

                                                                      ANNUAL % OF AVERAGE DAILY
FUND                                                                         NET ASSETS
---                                                                   --------------------------
SPDR(R) Dow Jones Total Market ETF                                               0.20%
SPDR(R) Dow Jones Large Cap ETF                                                  0.20%
SPDR(R) Dow Jones Large Cap Growth ETF                                           0.20%
SPDR(R) Dow Jones Large Cap Value ETF                                            0.20%
SPDR(R) Dow Jones Mid Cap ETF                                                    0.25%
SPDR(R) Dow Jones Mid Cap Growth ETF                                             0.25%
SPDR(R) Dow Jones Mid Cap Value ETF                                              0.25%
SPDR(R) Dow Jones Small Cap ETF                                                  0.25%
SPDR(R) Dow Jones Small Cap Growth ETF                                           0.25%
SPDR(R) Dow Jones Small Cap Value ETF                                            0.25%
SPDR(R) DJ Global Titans ETF                                                     0.50%
SPDR(R) Dow Jones REIT ETF                                                       0.25%
SPDR(R) KBW Bank ETF                                                             0.35%
SPDR(R) KBW Capital Markets ETF                                                  0.35%
SPDR(R) KBW Insurance ETF                                                        0.35%
SPDR(R) Morgan Stanley Technology ETF                                            0.50%
SPDR(R) S&P(R) Dividend ETF                                                      0.35%
SPDR(R) S&P(R) Aerospace & Defense ETF*                                          0.35%
SPDR(R) S&P(R) Biotech ETF                                                       0.35%
SPDR(R) S&P(R) Building & Construction ETF*                                      0.35%
SPDR(R) S&P(R) Computer Hardware ETF*                                            0.35%
SPDR(R) S&P(R) Computer Software ETF*                                            0.35%
SPDR(R) S&P(R) Health Care Equipment ETF*                                        0.35%
SPDR(R) S&P(R) Health Care Services ETF*                                         0.35%
SPDR(R) S&P(R) Homebuilders ETF                                                  0.35%
SPDR(R) S&P(R) LeisureTime ETF*                                                  0.35%
SPDR(R) S&P(R) Metals & Mining ETF                                               0.35%
SPDR(R) S&P(R) Oil & Gas Equipment & Services ETF                                0.35%
SPDR(R) S&P(R) Oil & Gas Exploration & Production ETF                            0.35%
SPDR(R) S&P(R) Outsourcing & IT Consulting ETF*                                  0.35%
SPDR(R) S&P(R) Pharmaceuticals ETF                                               0.35%

SPDR(R) S&P(R) Retail ETF                                                        0.35%
SPDR(R) S&P(R) Semiconductor ETF                                                 0.35%
SPDR(R) S&P(R) Telecom ETF*                                                      0.35%
SPDR(R) S&P(R) Transportation ETF*                                               0.35%
SPDR(R) KBW Regional Banking(SM) ETF                                             0.35%
SPDR(R) KBW Mortgage Finance(SM) ETF                                             0.35%
SPDR(R) Barclays Capital 1-3 Month T-Bill ETF                                  0.1345%
SPDR(R) Barclays Capital Intermediate Term Treasury ETF                        0.1345%
SPDR(R) Barclays Capital Long Term Treasury ETF                                0.1345%
SPDR(R) Barclays Capital TIPS ETF                                              0.1845%
SPDR(R) Barclays Capital Aggregate Bond ETF                                    0.1845%
SPDR(R) Nuveen Barclays Capital Municipal Bond ETF                               0.30%
SPDR(R) Barclays Capital International Treasury Bond ETF                         0.50%
SPDR(R) Nuveen Barclays Capital Short Term Municipal Bond ETF                    0.20%
SPDR(R) Nuveen Barclays Capital California Municipal Bond ETF                    0.20%
SPDR(R) Nuveen Barclays Capital New York Municipal Bond ETF                      0.20%
SPDR(R) Barclays Capital High Yield Bond ETF                                     0.40%
SPDR(R) DB International Government-Inflation Protected Bond ETF                 0.50%
SPDR(R) Barclays Capital Short Term International Treasury Bond ETF              0.35%
SPDR(R) Barclays Capital Intermediate Term Credit Bond ETF                       0.15%
SPDR(R) Barclays Capital Long Term Credit Bond ETF                               0.15%
SPDR(R) Barclays Capital Convertible Bond ETF                                    0.40%
SPDR(R) Barclays Capital Mortgage Backed Bond ETF                                0.20%
SPDR(R) Nuveen S&P(R) VRDO Municipal Bond ETF                                    0.20%
SPDR(R) Wells Fargo Preferred Stock ETF                                          0.50%
SPDR(R) Barclays Capital Short Term Corporate Bond ETF                         0.1245%
SPDR(R) Nuveen Barclays Build America Bond ETF                                   0.35%
SPDR(R) Barclays Capital International Corporate Bond ETF                        0.55%

* The Fund is registered but not operational

Dated: May 19, 2010

INVESTMENT SUB-ADVISORY AGREEMENT

AGREEMENT, dated as of May 19, 2010, by and between SSgA Funds Management, Inc., a Massachusetts corporation (the "ADVISER"), and State Street Global Advisors, Limited a [DOMICILE] [ORGANIZATIONAL FORM](the "SUB-ADVISER").

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("ADVISERS ACT");

WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated July 1, 2004 with the SPDR Series Trust ("TRUST") an investment company registered under the Investment Company Act of 1940, as amended ("INVESTMENT COMPANY ACT");

WHEREAS, the Sub-Adviser is registered as an investment adviser under the Advisers Act;

WHEREAS, the Advisor is also authorised and regulated by the FSA in the conduct of its investment management business and has classified the Adviser as a Professional Client within the meaning of the FSA Rules. It is acknowledged that the Adviser has the right to request that it be re-classified as a Retail Client for the purposes of the FSA Rules in order to obtain a higher level of regulatory protection (however, for the avoidance of doubt, the Sub-Adviser is not obliged to accept such request);

WHEREAS this Agreement incorporates the terms and conditions required of the terms of business provided to a professional client within the meaning of the FSA Rules;

WHEREAS, the Board of Trustees of the Trust (the "BOARD") and the Adviser desire to retain the Sub-Adviser to render investment advisory and other services to the portfolio(s) specified in Appendix A hereto, each a series of the Trust (each a "FUND" and collectively, the "FUNDS"), in the manner and on the terms hereinafter set forth;

WHEREAS, the Adviser has the authority under the Investment Advisory Agreement with the Trust to select sub-advisers for each Fund of the Trust; and

WHEREAS, the Sub-Adviser is willing to furnish such services to the Adviser and each Fund;

NOW, THEREFORE, the Adviser and the Sub-Adviser agree as follows:

1. APPOINTMENT OF THE SUB-ADVISER

(a) The Adviser hereby appoints the Sub-Adviser to act as an investment adviser for each Fund, subject to the supervision and oversight of the Adviser and the Board, and in accordance with the terms and conditions of this Agreement. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation specified in Appendix A hereto.

(b) In the event that the Trust establishes one or more series in addition to the Funds with respect to which the Adviser desires to retain the Sub-Adviser to render investment advisory services hereunder, the Adviser shall so notify the Sub-Adviser in writing, indicating the advisory fee to be payable to the Sub-Adviser with respect to each additional Fund. If the Sub-Adviser is willing to render such services, it shall so notify the Adviser in writing, whereupon each such additional Fund shall become a Fund hereunder. In such event, a writing signed by both the Adviser and the Sub-Adviser shall be annexed hereto as a part hereof indicating that each such additional Fund has become a Fund hereunder and reflecting the agreed-upon fee schedule for each such additional Fund.

2. STANDARD OF CARE

In the performance of its services pursuant to the provisions hereof, the Sub-Advisor shall act in good faith and exercise its powers and duties hereunder with the care, skill, prudence and diligence that a prudent investment manager would exercise in like circumstances.

3. SERVICES TO BE RENDERED BY THE SUB-ADVISER

(a) Subject to the supervision of the Adviser and the Board, the Sub-Adviser shall manage the investment operations and determine the composition of the assets assigned to the Sub-Adviser by the Adviser ("portfolio") of each Fund, including the purchase, retention and disposition of the securities and other instruments held by the Fund, in accordance with such Fund's investment objective and policies as stated in the then-current prospectus ("PROSPECTUS") and Statement of Additional Information ("SAI") for such Fund contained in the Trust's Registration Statement on Form N-1A (the "REGISTRATION STATEMENT"), as such Prospectus and SAI are amended or supplemented from time to time. As part of the services it will provide hereunder, the Sub-Adviser shall:

(i) provide supervision of each Fund's investments, furnish a continuous investment program for the Funds, determine from time to time what investments or securities will be purchased, retained or sold by the Funds, and what portion of the assets will be invested or held uninvested as cash;

(ii) maintain books and records with respect to the Trust's securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Funds, the Sub-Adviser and its key investment personnel and operations providing services with respect to the Fund; make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Board, and the Sub-Adviser will attend meetings with the Adviser and/or the Trustees, as reasonably requested, to discuss the foregoing;

(iii) in accordance with procedures and methods established by the Board, which may be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in the Funds, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a

price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in the Fund for which market prices are not readily available, it being understood that the Sub-Adviser shall not be responsible for determining the value of any such security;

(iv) cooperate with and provide reasonable assistance to the Adviser, the Trust's administrator, the Trust's custodian and foreign custodians, the Trust's transfer agent and pricing agents and all other agents and representatives of the Trust that the Adviser and Sub-Adviser shall agree, and the Adviser upon request from such person, shall keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information; and

(v) the Sub-Adviser shall initially determine and make such modifications to the identity and number of shares of the Deposit Securities and the Fund Securities required for a Fund Deposit or Redemption for each Fund as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust's Custodian with respect to such designation) (capitalized terms have the meaning set forth in the Funds' prospectus).

(b) In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform its responsibilities in accordance with the following: (i) the Trust's Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time ("TRUST DECLARATION"); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time ("BY-LAWS"); (iii) the Prospectus and SAI of the Trust filed with the Securities and Exchange Commission ("SEC") and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented; (iv) the Investment Company Act, the Advisers Act, the applicable provisions of the Internal Revenue Code of 1986, as amended, and the Commodities Exchange Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund(s) (the "APPLICABLE LAWS"); (v) the terms and conditions of exemptive and no-action relief granted to the Trust as amended from time to time; (vi) the Trust's policies and procedures adopted from time to time by the Board; and (vii) the written instructions of the Adviser. Prior to the commencement of the Sub-Adviser's services hereunder, the Adviser shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus and SAI and other relevant policies and procedures adopted by the Board and by applicable exemptive and no action relief. The Adviser shall also assist the Sub-Adviser with the interpretation an application of the Applicable Laws. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document or information.

(c) In furnishing services hereunder, the Sub-Adviser will not consult with any other investment adviser to (i) the Fund, (ii) any other Fund of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. (This shall not be deemed to prohibit the Sub-Adviser from consulting with any

of its affiliated persons concerning transactions in securities or other assets. This also shall not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and
(b) of Rule 12d3-1 under the Investment Company Act.)

(d) The Sub-Adviser, at its expense, will furnish: (i) all necessary facilities and personnel, including salaries, expenses and fees of any personnel required for the Sub-Adviser to faithfully perform its duties under this Agreement; and (ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser's duties under this Agreement.

The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein which may include brokers and dealers affiliated with the Sub-Adviser if and as permitted by applicable law. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for each Fund (i) in accordance with any written policies, practices or procedures that may be established by the Board or the Adviser from time to time and which have been provided to the Sub-Adviser or (ii) as described in the Trust's Prospectus and SAI. In placing any orders for the purchase or sale of investments for each Fund, in the name of the Fund or its nominees, the Sub-Adviser shall seek to achieve for the Fund "best execution", considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund.

(e) Subject to the appropriate policies and procedures approved by the Board, the Sub-Adviser may, to the extent consistent with the safe harbor set forth in Section 28(e) of the Securities Exchange Act of 1934, as amended ("EXCHANGE ACT"), cause each Fund to pay a broker or dealer that provides brokerage or research services to the Adviser, the Sub-Adviser or the Fund an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities to the Fund or its other advisory clients. To the extent consistent with Section 28(e) and the Board, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. Subject to seeking best execution, the Board or the Adviser may authorize, but not require, the Sub-Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment.

(f) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund(s) as well as other clients of the Sub-Adviser and its affiliates, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more

favorable price or lower brokerage commissions and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients over time. The Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carryout its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Fund any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Fund.

(g) The Sub-Adviser will maintain all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and Advisers Act and the rules thereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein.

(h) The Sub-Adviser will, unless and until otherwise directed by the Adviser or the Board and consistent with seeking the best interests of each Fund, exercise (or not exercise in its discretion) all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities previously held); and exercising rights in the context of a bankruptcy or other reorganization. Unless the Adviser or the Board gives written instructions to the contrary, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested in accordance with the Sub-Adviser's proxy voting guidelines, a copy of which has been provided to the Adviser.

4. COMPENSATION OF THE ADVISER

The Adviser shall pay the Sub-Adviser an advisory fee with respect to each Fund as specified in Appendix A to this Agreement.

5. REPRESENTATIONS OF THE ADVISER

The Adviser represents, warrants and agrees that:

(a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby.

(b) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not

prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement;
(iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (iv) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, regulatory agency, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

6. REPRESENTATIONS OF THE SUB-ADVISER

The Sub-Adviser represents, warrants and agrees as follows:

(a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered (or shall qualify for an exemption from registration) for so long as this Agreement remains in effect
(ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet, for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would substantially impair the Sub-Adviser's ability to fulfill its commitment under this Agreement or disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

(b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer, compliance officer or a vice-president of the Sub-Adviser shall certify to the Adviser that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the Sub-Adviser shall permit the Adviser, its employees or its agents to examine the reports required to be made

to the Sub-Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser's code of ethics but only to the extent such reports and/or records relate to the provision of services hereunder.

(c) The Sub-Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Sub-Adviser's activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the Investment Company Act) by the Fund(s) and the Sub-Adviser.

(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect those material changes in the Sub-Adviser's organizational structure, professional staff or other significant developments affecting the Sub-Adviser's services hereunder, which are required by the Advisers Act.

(e) The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Sub-Adviser with management responsibilities relating to the services hereunder, in each case prior to or promptly after, such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control of the Sub-Adviser.

(f) The Sub-Adviser will notify the Adviser as soon as possible upon detection of (a) any material failure to manage the Fund(s) in accordance with the Fund(s)' stated investment objectives and policies or any applicable law; or
(b) any material breach of any of the Fund(s)' or the Sub-Adviser's policies, guidelines or procedures related to the Fund(s).

(g) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.

7. NON-EXCLUSIVITY

The services of the Sub-Adviser to the Adviser, the Fund(s) and the Trust are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render investment advisory or other services to others and to engage in other activities, provided the Sub-Adviser furnishes in its Form ADV adequate disclosure of possible conflicts of interest and implements procedures designed to mitigate or eliminate such conflicts. It is understood and agreed that the directors, officers, and employees of the Sub-Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation.

8. SUPPLEMENTAL ARRANGEMENTS

The Sub-Adviser may from time to time employ or associate itself with any person it believes to be particularly suited to assist it in providing the services to be performed by such Sub-Adviser hereunder, provided that no such person shall perform any services with respect to the Fund(s) that would constitute an assignment or require a written advisory agreement pursuant to the Investment Company Act. Any compensation payable to such persons shall be the sole responsibility of the Sub-Adviser, and neither the Adviser nor the Trust shall have any obligations with respect thereto or otherwise arising under the Agreement.

9. REGULATION

Each party agrees to provide reasonable cooperation to the other party in furtherance of this Agreement, including without limitation providing relevant information, reports, or other materials pursuant to a request or requirement of regulatory and administrative bodies having jurisdiction the party seeking such cooperation.

10. RECORDS

The records relating to the services provided under this Agreement shall be the property of the Trust and shall be under its control; however, the Trust shall furnish to the Sub-Adviser such records and permit it to retain such records (either in original or in duplicate form) as it shall reasonably require in order to carry out its business. In the event of the termination of this Agreement, such other records shall promptly be returned to the Trust by the Sub-Adviser free from any claim or retention of rights therein, provided that the Sub-Adviser may retain any such records that are required by law or regulation or reasonably required in order to carryout its business. The Sub-Adviser shall keep confidential any information obtained in connection with its duties hereunder and is either identified as confidential or by its nature or means of receipt would be considered confidential and disclose such information only if the Trust has authorized such disclosure or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or otherwise required by law.

11. DURATION OF AGREEMENT

This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved: (i) by a vote of a majority of those trustees of the Trust who are not "interested persons" (as defined in the Investment Company Act) of any party to this Agreement ("INDEPENDENT TRUSTEES"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Fund's outstanding securities. This Agreement shall continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually by the Board provided that in such event such continuance shall also be approved by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval.

12. ASSIGNMENT AND TERMINATION OF AGREEMENT

This Agreement may be terminated at any time, without the payment of any penalty by the Adviser or the Sub-Adviser on sixty (60) days' written notice to the other party. This Agreement will automatically terminate, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act), or (ii) in the event the Investment Management Agreement between the Adviser and the Trust is assigned (as defined in the Investment Company Act) or terminates for any other reason. This Agreement will also terminate upon written notice to the other party that the other party is in material breach of this Agreement, unless the other party in material breach of this Agreement cures such breach to the reasonable satisfaction of the party alleging the breach within thirty (30) days after written notice.

Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers or employees of such Sub-Adviser except as may be provided to the contrary in the Investment Company Act or the rules or regulations thereunder.

13. AMENDMENTS TO THE AGREEMENT

Except to the extent permitted by the Investment Company Act or the rules or regulations thereunder or pursuant to no-action relief granted by the SEC Staff or exemptive relief granted by the SEC, this Agreement may be amended by the parties only if such amendment, if material, is specifically approved by the vote of a majority of the outstanding voting securities of a Fund and by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval shall be effective with respect to the Fund if a majority of the outstanding voting securities of the Fund vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of any other Fund affected by the amendment or all the Funds of the Trust.

Any change, waiver, discharge or termination of a provision of this Agreement, whether or not such change is deemed to be material, may be made only by an instrument in writing signed by both the Adviser and the Sub-Adviser.

14. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties with respect to each Fund.

This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute one and the same document.

15. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

16. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the address listed below of each applicable party in person or by registered or certified mail or a private mail or delivery service providing the sender with notice of receipt or such other address as specified in a notice duly given to the other parties. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

For: SPDR Series Trust
Ryan Louvar, Secretary
State Street Bank and Trust Company Four Copley Place, CPH0326
Boston, MA 02116

For: SSgA Funds Management, Inc.
Attn: Chief Compliance Officer State Street Financial Center
1 Lincoln Street
Boston, MA 02111

For: State Street Global Advisors Limited Attn: Chief Compliance Officer State Street Global Advisors Limited 20 Churchill Place,
Canary Wharf, London
E14 5HJ

17. SEVERABILITY

Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

18. TRUST AND SHAREHOLDER LIABILITY

The Adviser and the Sub-Adviser are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Declaration and agree that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Adviser and the Sub-Adviser further agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee of the Trust.

19. GOVERNING LAW

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control. However, any reference to an FSA rule or regulation shall be construed in accordance with the FSA Handbook of rules and guidance

containing the rules made by the FSA pursuant to and in accordance with the Financial Services and Markets Act 2000, as the same may be amended or extended from time to time;

20. INTERPRETATION

Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Investment Company Act shall be resolved by reference to such term or provision of the Investment Company Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC validly issued pursuant to the Investment Company Act. Specifically, the terms "vote of a majority of the outstanding voting securities," "interested persons," "assignment," and "affiliated persons," as used herein shall have the meanings assigned to them by
Section 2(a) of the Investment Company Act. In addition, where the effect of a requirement of the Investment Company Act reflected in any provision of this Agreement is relaxed by a rule, regulation or order of the SEC, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

21. RIGHTS OF FUND

The Trust is hereby expressly made a third-party beneficiary of this Agreement and shall have the full right to enforce any and all provisions of this Agreement for its benefit and to proceed directly against the Sub-Adviser for any breach of any provision of this Agreement or for any loss, damage, claim, liability arising due to any act or omission on the part of the Sub-Adviser to the same extent as if the Fund itself were a party to this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first mentioned above.

[STATE STREET GLOBAL ADVISORS LIMITED]

By: /s/ Mike Karpik
    ---------------------------------
Name: Mike Karpik
Title:


By: /s/ Nick Pearce
    ---------------------------------
Name: Nick Pearce
Title:

SSgA FUNDS MANAGEMENT, INC.

By: /s/ Ellen Needham
    ---------------------------------
Name: Ellen Needham
Title: Vice President and
       Chief Operating Officer

                         FUND                            ADVISORY FEE
------------------------------------------------------   ------------
SPDR Barclays Capital International Corporate Bond ETF      55bps
SPDR Barclays Capital International Aggregate Bond ETF      55bps

.

.
.

                                                                      TRADING
ETF                                                                    SYMBOL
---                                                                   -------
SPDR(R) DJ Wilshire Total Market ETF                                  TMW
SPDR(R) DJ Wilshire Large Cap ETF                                     ELR
SPDR(R) DJ Wilshire Large Cap Growth ETF                              ELG
SPDR(R) DJ Wilshire Large Cap Value ETF                               ELV
SPDR(R) DJ Wilshire Mid Cap ETF                                       EMM
SPDR(R) DJ Wilshire Mid Cap Growth ETF                                EMG
SPDR(R) DJ Wilshire Mid Cap Value ETF                                 EMV
SPDR(R) DJ Wilshire Small Cap ETF                                     DSC
SPDR(R) DJ Wilshire Small Cap Growth ETF                              DSG
SPDR(R) DJ Wilshire Small Cap Value ETF                               DSV
SPDR(R) DJ Global Titans ETF                                          DGT
SPDR(R) DJ Wilshire REIT ETF                                          RWR
SPDR(R) KBW Bank ETF                                                  KBE
SPDR(R) KBW Capital Markets ETF                                       KCE
SPDR(R) KBW Insurance ETF                                             KIE
SPDR(R) Morgan Stanley Technology ETF                                 MTK
SPDR(R) S&P(R) Dividend ETF                                           SDY
SPDR(R) S&P(R) Biotech ETF                                            XBI
SPDR(R) S&P(R) Homebuilders ETF                                       XHB
SPDR(R) S&P(R) Metals & Mining ETF                                    XME
SPDR(R) S&P(R) Oil & Gas Equipment & Services ETF                     XES
SPDR(R) S&P(R) Oil & Gas Exploration & Production ETF                 XOP
SPDR(R) S&P(R) Pharmaceuticals ETF                                    XPH
SPDR(R) S&P(R) Retail ETF                                             XRT
SPDR(R) S&P(R) Semiconductor ETF                                      XSD
SPDR(R) KBW Regional Banking(SM) ETF                                  KRE
SPDR(R) KBW Mortgage Finance(SM) ETF                                  KME
SPDR(R) Barclays Capital 1-3 Month T-Bill ETF                         BIL
SPDR(R) Barclays Capital Intermediate Term Treasury ETF               ITE
SPDR(R) Barclays Capital Long Term Treasury ETF                       TLO
SPDR(R) Barclays Capital TIPS ETF                                     IPE
SPDR(R) Barclays Capital Aggregate Bond ETF                           LAG
SPDR(R) Nuveen Barclays Capital Municipal Bond ETF                    TFI
SPDR(R) Barclays Capital International Treasury Bond ETF              BWX
SPDR(R) Nuveen Barclays Capital Short Term Municipal Bond ETF         SHM
SPDR(R) Nuveen Barclays Capital California Municipal Bond ETF         CXA
SPDR(R) Nuveen Barclays Capital New York Municipal Bond ETF           INY
SPDR(R) Barclays Capital High Yield Bond ETF                          JNK
SPDR(R) DB International Government Inflation-Linked Bond ETF         WIP
SPDR(R) Barclays Capital Short Term International Treasury Bond ETF   BWZ

SPDR(R) Barclays Capital Intermediate Term Credit Bond ETF            ITR
SPDR(R) Barclays Capital Long Term Credit Bond ETF                    LWC
SPDR(R) Barclays Capital Convertible Bond ETF                         CWB
SPDR(R) Barclays Capital Mortgage Backed Bond ETF                     MBG
SPDR(R) Wells Fargo Preferred Stock ETF                               PSK
SPDR(R) Nuveen S&P(R) VRDO Municipal Bond ETF                         VRD
SPDR(R) Barclays Capital Short Term Corporate Bond ETF                SCPB
SPDR(R) Nuveen Barclays Capital Build America Bond ETF                BABS
SPDR(R) Barclays Capital International Corporate Bond ETF             IBND

EFFECTIVE WITH SEC, BUT NOT OPERATIONAL
SPDR(R) S&P(R) Aerospace & Defense ETF
SPDR(R) S&P(R) Building & Construction ETF SPDR(R) S&P(R) Computer Hardware ETF
SPDR(R) S&P(R) Computer Software ETF
SPDR(R) S&P(R) Health Care Equipment ETF SPDR(R) S&P(R) Health Care Services ETF
SPDR(R) S&P(R) LeisureTime ETF
SPDR(R) S&P(R) Outsourcing & IT Consulting ETF SPDR(R) S&P(R) Telecom ETF
SPDR(R) S&P(R) Transportation ETF

Dated: May 19, 2010

SCHEDULE OF SERIES PORTFOLIOS OF SPDR(R) SERIES TRUST

Dated: May 19, 2010

Fund Name

SPDR(R) DJ Wilshire Total Market ETF
SPDR(R) DJ Wilshire Large Cap ETF
SPDR(R) DJ Wilshire Large Cap Growth ETF SPDR(R) DJ Wilshire Large Cap Value ETF
SPDR(R) DJ Wilshire Mid Cap ETF
SPDR(R) DJ Wilshire Mid Cap Growth ETF
SPDR(R) DJ Wilshire Mid Cap Value ETF
SPDR(R) DJ Wilshire Small Cap ETF
SPDR(R) DJ Wilshire Small Cap Growth ETF SPDR(R) DJ Wilshire Small Cap Value ETF
SPDR(R) DJ Global Titans ETF
SPDR(R) DJ Wilshire REIT ETF
SPDR(R) KBW Bank ETF
SPDR(R) KBW Capital Markets ETF
SPDR(R) KBW Insurance ETF
SPDR(R) Morgan Stanley Technology ETF
SPDR(R) S&P(R) Dividend ETF
SPDR(R) S&P(R) Aerospace & Defense ETF*
SPDR(R) S&P(R) Biotech ETF
SPDR(R) S&P(R) Building & Construction ETF* SPDR(R) S&P(R) Computer Hardware ETF*
SPDR(R) S&P(R) Computer Software ETF*
SPDR(R) S&P(R) Health Care Equipment ETF* SPDR(R) S&P(R) Health Care Services ETF* SPDR(R) S&P(R) Homebuilders ETF
SPDR(R) S&P(R) LeisureTime ETF*
SPDR(R) S&P(R) Metals & Mining ETF
SPDR(R) S&P(R) Oil & Gas Equipment & Services ETF SPDR(R) S&P(R) Oil & Gas Exploration & Production ETF SPDR(R) S&P(R) Outsourcing & IT Consulting ETF* SPDR(R) S&P(R) Pharmaceuticals ETF
SPDR(R) S&P(R) Retail ETF
SPDR(R) S&P(R) Semiconductor ETF
SPDR(R) S&P(R) Telecom ETF*
SPDR(R) S&P(R) Transportation ETF*
SPDR(R) KBW Regional Banking(SM) ETF
SPDR(R) KBW Mortgage Finance(SM) ETF
SPDR(R) Barclays Capital 1-3 Month T-Bill ETF SPDR(R) Barclays Capital Intermediate Term Treasury ETF SPDR(R) Barclays Capital Long Term Treasury ETF SPDR(R) Barclays Capital TIPS ETF
SPDR(R) Barclays Capital Aggregate Bond ETF

* The Fund is registered but not operational.

SPDR(R) Nuveen Barclays Capital Municipal Bond ETF SPDR(R) Barclays Capital International Treasury Bond ETF SPDR(R) Nuveen Barclays Capital Short Term Municipal Bond ETF SPDR(R) Nuveen Barclays Capital California Municipal Bond ETF SPDR(R) Nuveen Barclays Capital New York Municipal Bond ETF SPDR(R) Barclays Capital High Yield Bond ETF SPDR(R) DB International Government-Inflation Protected Bond ETF SPDR(R) Barclays Capital Short Term International Treasury Bond ETF SPDR(R) Barclays Capital Intermediate Term Credit Bond ETF SPDR(R) Barclays Capital Long Term Credit Bond ETF SPDR(R) Barclays Capital Convertible Bond ETF SPDR(R) Barclays Capital Mortgage Backed Bond ETF SPDR(R) Nuveen S&P(R) VRDO Municipal Bond ETF SPDR(R) Wells Fargo Preferred Stock ETF
SPDR(R) Barclays Capital Short Term Corporate Bond ETF SPDR(R) Nuveen Barclays Capital Build America Bond ETF SPDR(R) Barclays Capital International Corporate Bond ETF

* The Fund is registered but not operational.

SCHEDULE A
To the Administration Agreement

By and between State Street Bank and Trust Company and SPDR(R) Series Trust

Fund Name

SPDR(R) Dow Jones Total Market ETF
SPDR(R) Dow Jones Large Cap ETF
SPDR(R) Dow Jones Large Cap Growth ETF
SPDR(R) Dow Jones Large Cap Value ETF
SPDR(R) Dow Jones Mid Cap ETF
SPDR(R) Dow Jones Mid Cap Growth ETF
SPDR(R) Dow Jones Mid Cap Value ETF
SPDR(R) Dow Jones Small Cap ETF
SPDR(R) Dow Jones Small Cap Growth ETF
SPDR(R) Dow Jones Small Cap Value ETF
SPDR(R) DJ Global Titans ETF
SPDR(R) Dow Jones REIT ETF
SPDR(R) KBW Bank ETF
SPDR(R) KBW Capital Markets ETF
SPDR(R) KBW Insurance ETF
SPDR(R) Morgan Stanley Technology ETF
SPDR(R) S&P(R) Dividend ETF
SPDR(R) S&P(R) Aerospace & Defense ETF
SPDR(R) S&P(R) Biotech ETF
SPDR(R) S&P(R) Building & Construction ETF SPDR(R) S&P(R) Computer Hardware ETF
SPDR(R) S&P(R) Computer Software ETF
SPDR(R) S&P(R) Health Care Equipment ETF SPDR(R) S&P(R) Health Care Services ETF
SPDR(R) S&P(R) Homebuilders ETF
SPDR(R) S&P(R) LeisureTime ETF
SPDR(R) S&P(R) Metals & Mining ETF
SPDR(R) S&P(R) Oil & Gas Equipment & Services ETF SPDR(R) S&P(R) Oil & Gas Exploration & Production ETF SPDR(R) S&P(R) Outsourcing & IT Consulting ETF SPDR(R) S&P(R) Pharmaceuticals ETF
SPDR(R) S&P(R) Retail ETF
SPDR(R) S&P(R) Semiconductor ETF
SPDR(R) S&P(R) Telecom ETF
SPDR(R) S&P(R) Transportation ETF
SPDR(R) KBW Regional Banking(SM) ETF
SPDR(R) KBW Mortgage Finance(SM) ETF
SPDR(R) Barclays Capital 1-3 Month T-Bill ETF SPDR(R) Barclays Capital Intermediate Term Treasury ETF SPDR(R) Barclays Capital Long Term Treasury ETF

SPDR(R) Barclays Capital TIPS ETF
SPDR(R) Barclays Capital Aggregate Bond ETF SPDR(R) Nuveen Barclays Capital Municipal Bond ETF SPDR(R) Barclays Capital International Treasury Bond ETF SPDR(R) Nuveen Barclays Capital Short Term Municipal Bond ETF SPDR(R) Nuveen Barclays Capital California Municipal Bond ETF SPDR(R) Nuveen Barclays Capital New York Municipal Bond ETF SPDR(R) Barclays Capital High Yield Bond ETF SPDR(R) DB International Government-Inflation Protected Bond ETF SPDR(R) Barclays Capital Short Term International Treasury Bond ETF SPDR(R) Barclays Capital Intermediate Term Credit Bond ETF SPDR(R) Barclays Capital Long Term Credit Bond ETF SPDR(R) Barclays Capital Convertible Bond ETF SPDR(R) Barclays Capital Mortgage Backed Bond ETF SPDR(R) Nuveen S&P(R) VRDO Municipal Bond ETF SPDR(R) Wells Fargo Preferred Stock ETF
SPDR(R) Barclays Capital Short Term Corporate Bond ETF SPDR(R) Nuveen Barclays Capital Build America Bond ETF SPDR(R) Barclays Capital International Corporate Bond ETF

Dated: May 19, 2010

                                                                         TRADING
ETF                                                                       SYMBOL
---                                                                      -------
SPDR(R) Dow Jones Total Market ETF                                          TMW
SPDR(R) Dow Jones Large Cap ETF                                             ELR
SPDR(R) Dow Jones Large Cap Growth ETF                                      ELG
SPDR(R) Dow Jones Large Cap Value ETF                                       ELV
SPDR(R) Dow Jones Mid Cap ETF                                               EMM
SPDR(R) Dow Jones Mid Cap Growth ETF                                        EMG
SPDR(R) Dow Jones Mid Cap Value ETF                                         EMV
SPDR(R) Dow Jones Small Cap ETF                                             DSC
SPDR(R) Dow Jones Small Cap Growth ETF                                      DSG
SPDR(R) Dow Jones Small Cap Value ETF                                       DSV
SPDR(R) DJ Global Titans ETF                                                DGT
SPDR(R) Dow Jones REIT ETF                                                  RWR
SPDR(R) KBW Bank ETF                                                        KBE
SPDR(R) KBW Capital Markets ETF                                             KCE
SPDR(R) KBW Insurance ETF                                                   KIE
SPDR(R) Morgan Stanley Technology ETF                                       MTK
SPDR(R) S&P(R) Dividend ETF                                                 SDY
SPDR(R) S&P(R) Biotech ETF                                                  XBI
SPDR(R) S&P(R) Homebuilders ETF                                             XHB
SPDR(R) S&P(R) Metals & Mining ETF                                          XME
SPDR(R) S&P(R) Oil & Gas Equipment & Services ETF                           XES
SPDR(R) S&P(R) Oil & Gas Exploration & Production ETF                       XOP
SPDR(R) S&P(R) Pharmaceuticals ETF                                          XPH
SPDR(R) S&P(R) Retail ETF                                                   XRT
SPDR(R) S&P(R) Semiconductor ETF                                            XSD
SPDR(R) KBW Regional Banking ETF                                            KRE
SPDR(R) Barclays Capital 1-3 Month T-Bill ETF                               BIL
SPDR(R) Barclays Capital Intermediate Term Treasury ETF                     ITE
SPDR(R) Barclays Capital Long Term Treasury ETF                             TLO
SPDR(R) Barclays Capital TIPS ETF                                           IPE
SPDR(R) Barclays Capital Aggregate Bond ETF                                 LAG
SPDR(R) Nuveen Barclays Capital Municipal Bond ETF                          TFI
SPDR(R) Barclays Capital International Treasury Bond ETF                    BWX
SPDR(R) Nuveen Barclays Capital Short Term Municipal Bond ETF               SHM
SPDR(R) Nuveen Barclays Capital California Municipal Bond ETF               CXA
SPDR(R) Nuveen Barclays Capital New York Municipal Bond ETF                 INY
SPDR(R) Barclays Capital High Yield Bond ETF                                JNK
SPDR(R) DB International Government Inflation-Linked Bond ETF               WIP
SPDR(R) Barclays Capital Short Term International Treasury Bond ETF         BWZ

SPDR(R) Barclays Capital Intermediate Term Credit Bond ETF                  ITR
SPDR(R) Barclays Capital Long Term Credit Bond ETF                          LWC
SPDR(R) Barclays Capital Convertible Bond ETF                               CWB
SPDR(R) Barclays Capital Mortgage Backed Bond ETF                           MBG
SPDR(R) KBW Mortgage Finance ETF                                            KME
SPDR(R) Wells Fargo Preferred Stock ETF                                     PSK
SPDR(R) Nuveen S&P(R) VRDO Municipal Bond ETF                               VRD
SPDR(R) Barclays Capital Short Term Corporate Bond ETF                     SCPB
SPDR(R) Nuveen Barclays Capital Build America Bond ETF                     BABS
SPDR(R) Barclays Capital International Corporate Bond ETF                  IBND

EFFECTIVE WITH SEC, BUT NOT OPERATIONAL

SPDR(R) S&P(R) Aerospace & Defense ETF
SPDR(R) S&P(R) Building & Construction ETF
SPDR(R) S&P(R) Computer Hardware ETF
SPDR(R) S&P(R) Computer Software ETF
SPDR(R) S&P(R) Health Care Equipment ETF
SPDR(R) S&P(R) Health Care Services ETF
SPDR(R) S&P(R) Leisure Time ETF
SPDR(R) S&P(R)  Outsourcing & IT Consulting ETF
SPDR(R) S&P(R) Telecom ETF
SPDR(R) S&P(R) Transportation ETF

Dated: May 19, 2010

                                                                         TAXPAYER
                                                                      IDENTIFICATION   TAX-YEAR
FUND NAME                                                                 NUMBER          END
---------                                                             --------------   --------
SPDR(R) DJ Wilshire Total Market ETF                                    04-3526697      June 30
SPDR(R) DJ Wilshire Large Cap ETF                                       14-1937147      June 30
SPDR(R) DJ Wilshire Large Cap Growth ETF                                04-3526701      June 30
SPDR(R) DJ Wilshire Large Cap Value ETF                                 04-3526672      June 30
SPDR(R) DJ Wilshire Mid Cap ETF                                         14-1937148      June 30
SPDR(R) DJ Wilshire Mid Cap Growth ETF                                  14-1937151      June 30
SPDR(R) DJ Wilshire Mid Cap Value ETF                                   14-1937150      June 30
SPDR(R) DJ Wilshire Small Cap ETF                                       14-1937152      June 30
SPDR(R) DJ Wilshire Small Cap Growth ETF                                04-3526668      June 30
SPDR(R) DJ Wilshire Small Cap Value ETF                                 04-3526667      June 30
SPDR(R) DJ Global Titans ETF                                            04-3526673      June 30
SPDR(R) DJ Wilshire REIT ETF                                            04-3526665      June 30
SPDR(R) KBW Bank ETF                                                    14-1937154      June 30
SPDR(R) KBW Capital Markets ETF                                         14-1937158      June 30
SPDR(R) KBW Insurance ETF                                               14-1937157      June 30
SPDR(R) Morgan Stanley Technology ETF                                   04-3526664      June 30
SPDR(R) S&P(R) Dividend ETF                                             14-1937159      June 30
SPDR(R) S&P(R) Aerospace & Defense ETF*                                 65-1276061      June 30
SPDR(R) S&P(R) Biotech ETF                                              76-0808148      June 30
SPDR(R) S&P(R) Building & Construction ETF*                             65-1276063      June 30
SPDR(R) S&P(R) Computer Hardware ETF*                                   65-1276065      June 30
SPDR(R) S&P(R) Computer Software ETF*                                   65-1276067      June 30
SPDR(R) S&P(R) Health Care Equipment ETF*                               65-1276069      June 30
SPDR(R) S&P(R) Health Care Services ETF*                                65-1276072      June 30
SPDR(R) S&P(R) Homebuilders ETF                                         76-0808150      June 30
SPDR(R) S&P(R) LeisureTime ETF*                                         65-1276073      June 30
SPDR(R) S&P(R) Metals & Mining ETF                                      56-2576727      June 30
SPDR(R) S&P(R) Oil & Gas Equipment & Services ETF                       56-2576785      June 30
SPDR(R) S&P(R) Oil & Gas Exploration & Production ETF                   56-2576784      June 30
SPDR(R) S&P(R) Outsourcing & IT Consulting ETF*                         65-1276075      June 30
SPDR(R) S&P(R) Pharmaceuticals ETF                                      56-2576781      June 30

                                                                         TAXPAYER
                                                                      IDENTIFICATION   TAX-YEAR
FUND NAME                                                                 NUMBER          END
---------                                                             --------------   --------
SPDR(R) S&P(R) Retail ETF                                               56-2576776      June 30
SPDR(R) S&P(R) Semiconductor ETF                                        76-0808148      June 30
SPDR(R) S&P(R) Telecom ETF*                                             65-1276076      June 30
SPDR(R) S&P(R) Transportation ETF*                                      65-1276077      June 30
SPDR(R) KBW Mortgage Finance(SM) ETF                                    65-1276059      June 30
SPDR(R) KBW Regional Banking(SM) ETF                                    56-2576775      June 30
SPDR(R) Barclays Capital 1-3 Month T-Bill ETF                           20-8599062      June 30
SPDR(R) Barclays Capital Intermediate Term Treasury ETF                 20-8600499      June 30
SPDR(R) Barclays Capital Long Term Treasury ETF                         20-8600546      June 30
SPDR(R) Barclays Capital TIPS ETF                                       20-8600606      June 30
SPDR(R) Barclays Capital Aggregate Bond ETF                             20-8600831      June 30
SPDR(R) Nuveen Barclays Capital Municipal Bond ETF                      20-8600784      June 30
SPDR(R) Barclays Capital International Treasury Bond ETF                26-0497008      June 30
SPDR(R) Nuveen Barclays Capital California Municipal Bond ETF           26-0748255      June 30
SPDR(R) Nuveen Barclays Capital New York Municipal Bond ETF             26-0748469      June 30
SPDR(R) Nuveen Barclays Capital Short Term Municipal Bond ETF           26-0748494      June 30
SPDR(R) Barclays Capital High Yield Bond ETF                            26-1226059      June 30
SPDR(R) Barclays Capital Long Term Corporate Bond ETF*                  TBD             June 30
SPDR(R) Barclays Capital Short Term Treasury Bond ETF*                  20-8600692      June 30
SPDR(R) Barclays Capital Short Term Corporate Bond ETF*                 20-8599146      June 30
SPDR(R) Barclays Capital Intermediate Term Corporate Bond ETF*          20-8600740      June 30
SPDR(R) DB International Government Inflation-Protected Bond ETF        26-0497085      June 30
SPDR(R) Barclays Capital Short Term International Treasury Bond ETF     26-3267006      June 30
SPDR(R) Barclays Capital Intermediate Term Credit Bond ETF              26-2655153      June 30
SPDR(R) Barclays Capital Long Term Credit Bond ETF                      26-2655232      June 30
SPDR(R) Barclays Capital Convertible Bond ETF                           26-2655273      June 30
SPDR(R) Barclays Capital Mortgage Backed Bond ETF                       26-2655105      June 30
SPDR(R) Nuveen S&P(R) VRDO Municipal Bond ETF                           26-4736029      June 30
SPDR(R) Wells Fargo Preferred Stock ETF                                 27-0295512      June 30
SPDR(R) Barclays Capital Short Term Corporate Bond ETF                  20-8600692      June 30
SPDR(R) Nuveen Barclays Capital Build America Bond ETF                  27-2121450      June 30
SPDR(R) Barclays Capital International Corporate Bond ETF               27-2228681      June 30

* Board approved and either SEC registered or in SEC registration, but not operational. Any fund series marked with a " * " shall not participate in securities lending unless and until the Funds have notified State Street in writing that the fund series is operational and authorized to participate in securities lending under this Agreement and such authorization is consented to by State Street in writing. Such authorization may be effected by the Funds and State Street executing a revised Schedule B with the applicable series no longer denoted as not operational.

DATED: May 19, 2010

Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue NW
Washington, DC 20004
Tel: 202.739.3000
Fax: 202.739.3001
www.morganlewis.com

May 19, 2010

VIA EDGAR

SPDR(R) Series Trust
State Street Financial Center
One Lincoln Street
Boston, MA 02111

Re: Opinion of Counsel Regarding Post-Effective Amendment No. 50 to the Registration Statement Filed on Form N-1A under the Securities Act of 1933

(File Nos. 333-57793 and 811-08839)

Ladies and Gentlemen:

We have acted as counsel to SPDR(R) Series Trust (the "Trust"), a Massachusetts voluntary association (commonly known as a business trust), in connection with the above-referenced registration statement (as amended, the "Registration Statement"), which relates to the Trust's units of beneficial interest, with $0.01 par value per share (collectively, the "Shares") of the SPDR(R) Barclays Capital International Corporate Bond ETF (the "Fund"). This opinion is being delivered to you in connection with the Trust's filing of Post-Effective Amendment No. 50 to the Registration Statement (the "Amendment"), to be filed with the U.S. Securities and Exchange Commission (the "Commission") pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the "1933 Act"). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have reviewed, among other things, executed copies of the following documents:

(a) a certificate of the Commonwealth of Massachusetts as to the existence of the Trust;

(b) the First Amended and Restated Declaration of Trust and the Amended and Restated By-Laws for the Trust and any amendments and supplements thereto (the "Declaration of Trust" and "By-Laws," respectively);

SPDR(R) Series Trust
May 19, 2010

(c) a certificate executed by Mark Tuttle, Assistant Secretary of the Trust, certifying as to and attaching copies of certain resolutions adopted by the Board of Trustees of the Trust authorizing the issuance of the Shares of the Fund; and

(d) a draft of the Amendment.

In our capacity as counsel to the Trust, we have examined the originals, or certified, conformed or reproduced copies, of all records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of all original or certified copies, and the conformity to original or certified copies of all copies submitted to us as conformed or reproduced copies. As to various questions of fact relevant to such opinion, we have relied upon, and assume the accuracy of, certificates and oral or written statements of public officials and officers or representatives of the Trust. We have assumed that the Amendment, as filed with the Commission, will be in substantially the form of the draft referred to in paragraph (d) above.

Based upon, and subject to, the limitations set forth herein, we are of the opinion that the Shares, when issued and sold in accordance with the Declaration of Trust and By-Laws, and for the consideration described in the Registration Statement, will be legally issued, fully paid and non-assessable under the laws of the Commonwealth of Massachusetts.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the 1933 Act.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

NUVEEN INVESTMENTS
(INCLUDING CERTAIN SUBSIDIARIES OF
NUVEEN INVESTMENTS, INC.)

NUVEEN DEFINED PORTFOLIOS
NUVEEN CLOSED-END FUNDS
NUVEEN OPEN-END FUNDS

CODE OF ETHICS
AND
REPORTING REQUIREMENTS

February 1, 2005
As Amended through May 29, 2008

TABLE OF CONTENTS

                                                                        PAGE NO.
                                                                        --------
I.     Introduction .................................................       1
II.    General Principles ...........................................       2
III.   Standards of Business Conduct ................................       2
       A.   Fiduciary Standards .....................................       2
       B.   Compliance with Laws and Company Policies ...............       2
       C.   Conflicts of Interest ...................................       3
       D.   Gifts and Entertainment .................................       3
       E.   Outside Directorships and Business Activities ...........       4
       F.   Protection of Confidential Information ..................       4
       G.   Payments to Government Officials and Political
            Contributions ...........................................       5
IV.    Insider Trading ..............................................       5
       A.   Insider Trading .........................................       5
       B.   Insider Status ..........................................       5
       C.   Material Nonpublic Information ..........................       6
       D.   Identifying Inside Information ..........................       6
       E.   Reporting Suspected Inside Information ..................       6
V.     Personal Securities Transactions .............................       7
       A.   Trading Restrictions for All Employees/Access Person ....       7
            1.   Initial Public Offerings ...........................       7
            2.   Limited Offerings ..................................       8
            3.   Other Securities ...................................       8
            4.   Securities Being Purchased or Sold
                 In Client Accounts .................................       8
       B.   Additional Trading Restrictions for Investment Persons ..       8
            1.   Securities Eligible for Purchase or Sale By
                 Client .............................................       8
            2.   Securities Traded Within Seven Days Before A Client
                 Transaction ........................................       8
       C.   Other Trading Restrictions ..............................       9
            1.   Transactions in Certain Closed-End Funds
                 and Certain Pooled Vehicles ........................       9
            2.   Non-Interested Directors of the Nuveen Funds .......       9

                                                                        PAGE NO.
                                                                        --------
            3.   Frequent Trading in Shares of Certain Open-End
                 Funds ..............................................      10
            4.   Excessive or Abusive Trading .......................      10
       D.   PTA System and Employee/Access Person Trade Monitoring
            1.   PTA ................................................      10
            2.   Employee/Access Person Accounts ....................      11
            3.   Accounts That May be Maintained at Non-
                 PTA Compatible Broker-Dealers ......................      11
       E.   Reporting Requirements ..................................      12
            1.   General Reporting Requirements .....................      12
            2.   Initial Holdings Report ............................      12
            3.   Annual Holdings Report .............................      12
            4.   Quarterly Transaction Reports ......................      12
            5.   Transaction Reports of Non-Interested Nuveen
                 Fund Directors .....................................      13
            6.   Reporting Holdings and Transactions in
                 Certain Open-End Funds .............................      13
            7.   Brokerage Statements ...............................      13
            8.   Form of Holdings and Transaction Reports ...........      13
       F.   Exceptions to Reporting Requirements ....................      14
       G.   Procedures ..............................................      14
            1.   Notification of Status as Investment Person ........      14
            2.   Maintenance of Access Person Master List ...........      14
            3.   Procedure for Requesting Prior Written
                 Approval ...........................................      14
            4.   Monitoring of Personal Securities Transactions .....      15
            5.   Pre-Clearance Through PTA ..........................      15
            6.   Section 16 Officers ................................      15
VI.    Administration and Enforcement ...............................      15
       A.   Approval of Code ........................................      15
       B.   Reporting to the Nuveen Fund Board ......................      15
       C.   Duty to Report Violations ...............................      16
       D.   Sanctions for Violation of the Code .....................      16
       E.   Form ADV Disclosure .....................................      17
       F.   Interpretation of the Code and the Granting
            of Waivers ..............................................      17

                                                                        PAGE NO.
                                                                        --------
VII.    Recordkeeping ...............................................      17
VIII.   Definitions .................................................      18
Schedule I:   Nuveen Subsidiaries Adopting this Code ................      22
Schedule II:  Designated Compliance or Legal Officers ...............      23
Schedule III: Open-End Funds Advised or Subadvised by a Nuveen
              Subsidiary ............................................      24
Schedule IV   PTA Compatible Broker-Dealers .........................      26

I. INTRODUCTION

This Code of Ethics ("Code") is adopted by the subsidiaries of Nuveen Investments, Inc. ("Nuveen") identified on Schedule I hereto, as may be amended from time to time (each a "Nuveen Subsidiary" and, together with Nuveen's other subsidiaries, "Nuveen Investments") in recognition of their fiduciary obligations to clients and in accordance with Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940. Among other things, these rules require a registered investment adviser to establish, maintain and enforce a written code of ethics that includes:

- Standards of business conduct designed to reflect the adviser's fiduciary obligations as well as those of its employees (including persons who provide investment advice on behalf of the adviser and who are subject to the adviser's supervision and control)

- Provisions requiring employees/access persons to comply with applicable federal securities laws;

- Provisions designed to detect and prevent improper personal trading;

- Provisions requiring access persons to make periodic reports of their personal securities transactions and holdings and requiring the adviser to review such reports;

- Provisions requiring employees/access persons to report any violations under the code of ethics promptly to the chief compliance officer or other designated persons; and

- Provisions requiring the adviser to provide to each of its employees/access persons a copy of the code of ethics and any amendments and requiring employees/access persons to provide a written acknowledgment of receipt.

Additionally, this Code is adopted by the Nuveen Defined Portfolios and, with respect to the provisions addressing non-interested directors (as defined in
Section VIII below), by the Nuveen Open-End Funds and Closed End-Funds, pursuant to Rule 17j-1.

This Code designates all Nuveen Investments' employees "access persons" (as defined in Section VIII below).

Each Nuveen Subsidiary, through its compliance officers, legal officers and/or other personnel designated on Schedule II hereto ("Designated Compliance or Legal Officers") shall be responsible for the day-to-day administration of this Code with respect to those employees/access persons under the direct supervision and control of such Nuveen Subsidiary.

II. GENERAL PRINCIPLES

This Code is designed to promote the following general principles:

- Nuveen Investments and its employees/access persons have a duty at all times to place the interests of clients first;

- Employees/access persons must conduct their personal securities transactions in a manner that avoids any actual or potential conflict of interest or any abuse of their positions of trust and responsibility;

- Employees/access persons may not use knowledge about pending or currently considered securities transactions for clients to profit personally;

- Information concerning the identity of security holdings and financial circumstances of clients is confidential; and

- Independence in the investment decision-making process is paramount.

III. STANDARDS OF BUSINESS CONDUCT

A. FIDUCIARY STANDARDS

Nuveen Investments strives at all times to conduct its investment advisory business in strict accordance with its fiduciary obligations. It is Nuveen Investments' policy to protect the interest of each of its clients and to place the client's interest first and foremost. Nuveen Investments' fiduciary responsibilities include the duty of care, loyalty, honesty, and good faith. It is therefore imperative that employees/access persons provide full and fair disclosure of all relevant facts concerning any potential or actual conflict of interest, make investment decisions and recommendations that are suitable for clients, and seek best execution for client transactions in accordance with each Nuveen Subsidiary's best execution policies and procedures.

B. COMPLIANCE WITH LAWS AND COMPANY POLICIES

Nuveen Investments operates in a highly regulated business environment, and has adopted many policies and procedures applicable to the conduct of its employees/access persons, including the Nuveen Investments, Inc. Code of Business Conduct and Ethics. Employees/access persons must respect and comply with all laws, rules and regulations which are applicable to Nuveen Investments in the conduct of its business. Without limiting the foregoing, it is especially important that employees/access persons comply with applicable federal securities laws, which prohibit, among other things, the following:

- Employing any device, scheme or artifice to defraud a client;

- Making any untrue statement of a material fact to a client or omitting to state a material fact necessary in order to make statements made to a client, in light of the circumstances under which they are made, not misleading;

- Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit upon a client;

- Engaging in any manipulative practice with respect to a client; and

- Engaging in any manipulative practice with respect to securities, including price manipulation.

C. CONFLICTS OF INTEREST

Compliance with Nuveen Investments' fiduciary obligations can be achieved by avoiding conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to a client.

Conflicts of interest may arise, for example, when an employee or access person favors the interests of one client over another (e.g., a larger account over a smaller account, an account compensated by performance fees over an account not so compensated, or an account of a close friend or relative) without a legitimate reason for doing so. Employees/access persons are prohibited from engaging in inappropriate favoritism among clients that would constitute a breach of fiduciary duty.

Conflicts may arise when an employee or access person has a material interest in or relationship with the issuer of a security that he or she is recommending or purchasing for a client. Conflicts may also arise when an employee or access person uses knowledge about pending or currently considered securities transactions for clients to profit personally. Restrictions on personal securities transactions are addressed in detail in Section V below.

Conflicts of interest may not always be clear-cut. Any employee or access person of a Nuveen Subsidiary who becomes aware of a conflict of interest or potential conflict involving a client account should bring it to the attention of one of the Subsidiary's Designated Compliance or Legal Officers.

D. GIFTS AND ENTERTAINMENT

Employees/access persons are restricted from accepting gifts from any person or entity that does business with or on behalf of Nuveen Investments or any client account. For this purpose, "gift" has the same meaning as in Rule 2830 of the National Association of Securities Dealers Conduct Rules. Gifts received by an employee from any one person or entity may not have an aggregate market value of more than $100 per year. Employees/access persons may not accept gifts in an amount that exceeds $100 per year

from any person or entity that does business with or proposes to do business with Nuveen Investments. Employees/access persons are also subject to the restrictions in Rule 2830 with respect to accepting and providing non-cash compensation in the way of entertainment, including meals, golfing and tickets to cultural and sporting events. Employees/access persons are similarly restricted from giving gifts others. Employees/access persons may not give gifts in an amount that exceeds $100 per year to any person or entity that does business with or proposes to do business with Nuveen Investments. For more information, refer to Nuveen Investments' Cash and Non-Cash Compensation Procedures.

E. OUTSIDE DIRECTORSHIPS AND BUSINESS ACTIVITIES

Employees/access persons may not serve on the board of directors of any publicly traded company or engage in outside business activities without prior written approval from the General Counsel of Nuveen Investments or his or her designee.(1) Employees/access persons must also obtain prior written approval before serving as a member of the finance or investment committee of any not-for-profit organization or performing other investment-related services for such organization. Employees/access persons are required to report all outside business activities on a periodic basis. If it appears that any such activity conflicts with, or may reasonably be anticipated to conflict with, the interests of Nuveen Investments or its clients, the employee or access person may be required to discontinue the activity.

F. PROTECTION OF CONFIDENTIAL INFORMATION

Each employee/access person of a Nuveen Subsidiary must preserve the confidentiality of non-public information learned in the course of his or her employment, including nonpublic information about Nuveen Investments' securities recommendations and client securities holdings and transactions. Employees/access persons may not misuse such information or disclose such information, whether within or outside Nuveen Investments, except to authorized persons who need to know the information for business purposes. Employees/access persons must comply with all laws, rules and regulations concerning the protection of client information including, without limitation, Regulation S-P. Please refer to Nuveen's Consumer Information Security Policy for more information.

G. PAYMENTS TO GOVERNMENT OFFICIALS AND POLITICAL CONTRIBUTIONS

No payment can be made directly or indirectly to any employee, official or representative of any governmental agency or any party or candidate for the purposes of influencing any act or decision on behalf of Nuveen Investments. Employees/access persons are free to participate as individuals in political activities, but are prohibited from engaging in such activities as a representative of Nuveen Investments and from using the name or credibility of Nuveen Investments in connection with political activities. Nuveen Investments will not reimburse any employee or access person for any political contributions or similar expenses.

IV. INSIDER TRADING

Nuveen Investments has adopted Policies and Procedures Designed to Detect and Prevent Insider Trading and to Preserve Confidential Information. These policies and procedures prohibit employees/access persons from trading, either personally or on behalf of others, on the basis of material nonpublic information in violation of the law. This conduct is frequently referred to as "insider trading." Nuveen Investments' policies and procedures to prevent insider trading apply to every employee/access person and extend to activities within and outside such individual's duties at Nuveen Investments.

A. INSIDER TRADING

The term "insider trading" is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an "insider") or to communications of material nonpublic information to others. While the law concerning insider trading is not static, it is generally understood that the law prohibits:

- Trading by an insider while in possession of material nonpublic information;

- Trading by a non-insider while in possession of material nonpublic information where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated; and

- Communicating material nonpublic information to others.

B. INSIDER STATUS

The concept of an "insider" is broad. It includes officers and employees of a company or other entity such as a municipality. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants,

consultants, bank lending officers, investment advisers and the employees of such organizations.

C. MATERIAL NONPUBLIC INFORMATION

Trading on inside information is not a basis for liability unless the information is material. "Material information" generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities. Information that officers and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. Information is nonpublic until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the Securities and Exchange Commission, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.

D. IDENTIFYING INSIDE INFORMATION.

Before trading for yourself or others in the securities of a company about which you may have potential inside information, ask yourself the following questions:

- Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed?

- Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace?

E. REPORTING SUSPECTED INSIDE INFORMATION.

If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should take the following steps:

- Report the matter immediately to a Designated Compliance or Legal Officer;

- Do not purchase or sell the securities on behalf of yourself or others; and

- Do not communicate the information inside or outside of Nuveen Investments, other than to a Designated Compliance or Legal Officer.

After a Designated Compliance or Legal Officer has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

Questions regarding Nuveen Investments' policies and procedures to prevent insider trading should be referred to a Designated Compliance or Legal Officer.

V. PERSONAL SECURITIES TRANSACTIONS

Set forth below are the restrictions on personal trading applicable to employees/access persons, including "investment persons" (as defined in Section VIII below), of each Nuveen Subsidiary. A Nuveen Subsidiary may implement more restrictive requirements for employees under its direct supervision and control by adopting supplemental procedures under this Section V. Also included are certain restrictions that apply to the non-interested directors of the Nuveen Funds.

A. TRADING RESTRICTIONS FOR ALL EMPLOYEES/ACCESS PERSONS

1. Initial Public Offerings. No employee/access person of any Nuveen Subsidiary may purchase, directly or indirectly for any account in which he or she has beneficial ownership, any security in an "initial public offering" (as defined in Section VIII below). This requirement also does apply to transactions in an "initial public offering" in an account over which an employee/access person has granted full discretionary authority to a third party.

2. Limited Offerings. No employee/access person of any Nuveen Subsidiary may purchase, directly or indirectly for any account in which he or she has beneficial ownership, or outside such an account, any security in a "limited offering" (as defined in Section VIII below) without prior written approval as specified in subsection G below.(2)

3. Other Securities. No employee/access person of a Nuveen Subsidiary may purchase or sell, directly or indirectly for any account in which he or she has beneficial

ownership, any security without first pre-clearing such transaction through PTA (as defined in Section VIII below) as specified in subsection G below.

4. Securities Being Purchased or Sold in Client Accounts. No employee/access person of any Nuveen Subsidiary may purchase or sell, directly or indirectly for any account in which he or she has beneficial ownership, any security that to his or her actual knowledge is being purchased or sold, or is actively being considered for purchase or sale, by a client of Nuveen Investments. This restriction, however, does not apply when the purchase or sale by the client account is a "maintenance trade" or an "unsupervised trade" (as defined in Section VIII below).

B. ADDITIONAL TRADING RESTRICTIONS FOR INVESTMENT PERSONS

1. Securities Eligible for Purchase or Sale by Client Accounts. Except with prior written approval, no investment person of a Nuveen Subsidiary may purchase or sell, directly or indirectly for any account in which he or she has beneficial ownership, any security eligible for purchase or sale by a client account for which such investment person has responsibility.(3)

2. Securities Traded Within Seven Days Before or After a Client Transaction. In the event that a client account purchases or sells a security within 7 days preceding or following the purchase, or purchases or sells a security within 7 days preceding or following the sale, of the same security by an investment person who has responsibility for the client account, the investment person may be required to dispose of the security and/or disgorge any profits associated with his or her transaction. Such disposal and/or disgorgement may be required notwithstanding any prior written approval granted pursuant to paragraph B.1 above, unless the purchase or sale by the client account is a maintenance trade or unsupervised trade.

C. OTHER TRADING RESTRICTIONS

1. Transactions in Shares of Certain Closed-End Funds and Similar Pooled Vehicles. No employee of a Nuveen Subsidiary either (a) working in the Chicago office or (b) working in Nuveen's Closed-End Funds and Structured Products Group (or any successor group) may purchase or sell, directly or indirectly for any account in which he or she has beneficial ownership, any common or preferred shares of a Nuveen Closed-End Fund (as defined in Section VIII below) or other closed-end fund advised or sub-advised by a Nuveen Subsidiary without prior written approval as specified in Subsection

G below. This pre-clearance requirement will also apply to common and preferred shares of any other exchange-listed investment product sponsored by Nuveen that is not a closed-end fund, such as the Nuveen Commodities Income and Growth Fund, and such product will be regarded as a Closed-End Fund for purposes of this
Section V.C. and all related sections. In addition, no employee, officer or director of any Nuveen Subsidiary who is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 by reason of his or her position with a Nuveen Closed-End Fund or other closed-end fund advised or sub-advised by a Nuveen Subsidiary may purchase or sell, directly or indirectly for any account in which he or she has beneficial ownership, any common shares of such fund without prior written approval as specified in Subsection G below. These restrictions do apply to any such transactions in accounts over which an employee/access person has granted full discretionary authority to a third party.

2. Non-Interested Directors of the Nuveen Funds. A non-interested director of a Nuveen Fund is deemed an "access person" of the Fund under Rule 17j-1. Accordingly, in connection with his or her purchase or sale of a security held or to be acquired by the Fund, such non-interested director may not: engage in any act or practice that operates as a fraud or deceit upon the Fund; make any material misstatement or omission to the Fund; or engage in any manipulative practice with respect to the Fund. Under this Code, a non-interested director of a Nuveen Fund:

- May not purchase or sell common or preferred shares of a Nuveen Closed-End Fund without prior written approval;

- May purchase or sell other securities which are eligible for purchase or sale by a Nuveen Fund, including securities in an initial public offering or limited offering, without prior written approval unless such non-interested director has actual knowledge that the securities are being purchased or sold, or are actively being considered for purchase or sale, by the Nuveen Fund.

3. Frequent Trading in Shares of Certain Open-End Funds. Employees/access persons of each Nuveen Subsidiary must adhere to the restrictions on frequent trading set forth in the registration statement of any Nuveen Open-End Fund (as defined in Section VIII below) and any other open-end fund advised or sub-advised by a Nuveen Subsidiary.

4. Excessive or Abusive Trading. Excessive personal trading (as measured in terms of frequency, complexity of trading programs, numbers of trades or other measures) and other personal trading patterns that involve opportunities for abuse are inconsistent with fiduciary principles and this Code. Accordingly, if the trading by an employee or access person in any account, including but not limited to a 401(k) plan,

appears to be excessive or otherwise abusive, the Designated Compliance or Legal Officers of the applicable Nuveen Subsidiary may place additional restrictions on such trading.

D. PTA SYSTEM AND EMPLOYEE/ACCESS PERSON TRADE MONITORING

1. PTA. PTA is Nuveen's pre-clearance monitoring system for employee/access person transactions. All personal transactions for such individuals must be pre-cleared through PTA. This means that all transactions must be input into PTA for approval before any such transactions are executed. All of the information required by PTA must be supplied in connection with the transaction. Employees/access persons will receive training for PTA. Transactions effected pursuant to an "automatic investment plan" (as defined in Section VIII below) must only be submitted for pre-clearance one time, prior to the first transaction under the automatic investment plan. The following trades are not required to be submitted to PTA for pre-clearance:

A. 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 issuers, and sales of such rights so acquired;

B. Acquisitions of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities; and

C. Transactions that are non-volitional on the part of the access person, including transactions in managed accounts in which the employee/access person has no investment discretion and the call by a third party of an option on securities owned by the access person. Such transactions are, however, subject to other restrictions including those contained in Sections V.A.1 and V.C.1.

2. EMPLOYEE/ACCESS PERSONS ACCOUNTS. Employees/access persons must maintain all brokerage accounts at a PTA compatible broker-dealer. This includes all brokerage accounts for the employee/access person's family members living in their home, the brokerage accounts of any domestic partner and any other brokerage account over which the employee/access person has discretionary authority. The PTA compatible broker-dealers are listed on Schedule IV and may be updated from time to time by the Compliance Department. Certain accounts itemized in section D.3 below are excluded from this requirement. Accounts that enable the employee/access person to engage in any transaction not specifically listed in Section D.3 below cannot be excluded and must be maintained at a PTA compatible broker-dealer.

3. ACCOUNTS THAT MAY BE MAINTAINED AT NON-PTA COMPATIBLE BROKER-DEALERS. Employees/access persons may maintain accounts at broker-dealers that are not listed on Schedule IV when the account in question only allows for transactions in any or all of the following categories:

a. Transactions in securities over which a person has no direct or indirect influence or control;(4)

b. Transactions in securities issued by the U.S. Government, bankers' acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements; c. Transactions in shares of registered open-end investment companies, including open-end exchange-traded funds known as "ETFs" (other than the restrictions on frequent trading in shares of Nuveen Open-End Funds and other open-end funds advised or sub-advised by a Nuveen Subsidiary);

d. Transactions in ETFs that are comparable to open-end ETFs but are formed as unit investment trusts; and

e. Transactions in shares of unit investment trusts that are invested exclusively in one or more registered open-end investment companies.

A Designated Compliance or Legal Officers may grant other exceptions on a limited case-by-case basis. The person seeking such exemption must make a request to the Designated Compliance or Legal Officers and must receive prior written approval in writing before the exemption becomes effective. (See Section G below for approval process.)

E. REPORTING REQUIREMENTS

1. General Reporting Requirements. Nuveen Investments will deliver a copy of this Code, and amendments to this Code, to each employee/access person of a Nuveen Subsidiary. Shortly after receipt of a copy of this Code or any amendment, the recipient shall be required to acknowledge that he or she:

- Has received a copy of the Code;

- Has read and understands the Code;

- Agrees that he or she is legally bound by the Code; and

- Will comply with all requirements of the Code.

2. Initial Holdings Report. Each access person of a Nuveen Subsidiary must submit through PTA a report of all holdings in securities within 10 days of becoming an access person. The report must include the following information current as of a date not more than 45 days prior to the date of becoming an access person:

- Title, type, exchange ticker symbol or CUSIP number, number of shares and principal amount of each security;

- Name of any broker, dealer or bank with which the access person maintains an account; and

- Date on which the report is submitted.

3. Annual Holdings Report. Access persons must submit through PTA a report of all security holdings within 45 days after the end of each calendar year. The report must include the following information current as of the last day of the calendar year:

- Title, type, exchange ticker symbol or CUSIP number, number of shares and principal amount of each security;

- Name of any broker, dealer or bank with which the access person maintains an account; and

- Date on which the report is submitted.

4. Quarterly Transaction Reports. Access persons must submit through PTA transaction reports no later than 30 days after the end of each calendar quarter covering all transactions in securities during the quarter. The report must include:

- Date of transaction, title, exchange ticker symbol or CUSIP number, interest rate and maturity date (if applicable), number of shares and principal amount of each security involved;

- Nature of the transaction (e.g., purchase, sale or any other acquisition or disposition);

- Price at which the transaction was effected;

- Name of broker, dealer, or bank through which the transaction was effected;

- Name of broker, dealer or bank with whom any new account was established and the date such account was established; and

- Date on which the report is submitted.

5. Transaction Reports of Non-Interested Nuveen Fund Directors. Non-interested directors of a Nuveen Fund must report a personal securities transaction only if such director, at the time of that transaction, knew that during the 15-day period immediately preceding or subsequent to the date of the transaction by the director, such security was purchased or sold by the Fund or was being considered for purchase or sale by the Fund.

Non-interested directors must report securities transactions meeting these requirements within 30 days after the end of each calendar quarter.

6. Reporting Holdings and Transactions in Certain Open-End Funds. Unless one of the exceptions set forth in Section G below applies, holdings and transactions in shares of Nuveen Open-End Funds, and shares of any other open-end fund for which a Nuveen Subsidiary serves as an adviser or sub-adviser, must be included in the initial and annual holdings reports and quarterly transaction reports required by this Section E. See Schedule III for a list of such funds. However, employees/access persons need not take any action to report holdings or transactions in shares of Nuveen Open-End Funds through the Nuveen Investments 401(k)/Profit Sharing Plan because such information is being directly provided by the plan administrator to the Designated Compliance or Legal Officers.

7. Brokerage Statements. Each employee/access must provide the Designated Legal and Compliance Officers with a list of their brokerage accounts (or other accounts that hold securities). This requirement also includes accounts held directly with any Nuveen Open-End Fund or other open-end fund advised or sub-advised by a Nuveen Subsidiary, unless one of the exceptions in Section F below applies. With respect to transactions in the Nuveen Investments
401(k)/Profit Sharing Plan, this requirement is deemed satisfied by virtue of the reports being sent by the plan administrator directly to the Legal and Compliance Department.

8. Form of Holdings and Transaction Reports. An employee/access person's holdings and transaction reports required by this Section E shall be in the form required to be reported in PTA, or such other form approved by the Designated Compliance or Legal Officers.

F. EXCEPTIONS TO REPORTING REQUIREMENTS

The following holdings and/or transactions are not required to be included in the reports described in Section E above:

1. Holdings and transactions in securities over which a person has no direct or indirect influence or control;

2. Transactions effected pursuant to an automatic investment plan, including transactions in Nuveen Investments' 401(k)/Profit Sharing Plan and any dividend reinvestment plan, unless such transactions override or deviate from the pre-set schedule or allocations of such automatic investment plan;

3. Holdings and transactions in securities issued by the U.S. Government, bankers' acceptances, bank certificates of deposit, commercial paper, and high- quality short-term debt instruments, including repurchase agreements;

4. Holdings and transactions in shares of registered open-end investment companies that are not advised or sub-advised by a Nuveen Subsidiary and are not exchange-traded open-end funds (ETFs); and

5. Holdings and transactions in shares of unit investment trusts that are invested exclusively in one or more open-end funds that are not advised or sub-advised by a Nuveen Subsidiary.

G. PROCEDURES

1. Notification of Status as Investment Person. Nuveen Investments will notify each person who is considered to be an investment person under this Code.

2. Maintenance of Access Person Master List. Each Nuveen Subsidiary will maintain and update an access person master list containing the names of its access persons and investment persons who are subject to this Code. It will also maintain a list of all open-end funds for which any Nuveen Subsidiary serves as an adviser or sub-adviser.

3. Procedure for Requesting Prior Written Approval. A request for prior written approval required by Sections A(1), A(3) and C(1) above must be made in writing to a Designated Compliance or Legal Officer of the applicable Nuveen Subsidiary. Such requests must include the following information:

- Title, ticker symbol or CUSIP number;

- Type of security (bond, stock, note, etc.);

- Maximum expected dollar amount or number of shares of proposed transaction;

- Nature of the transaction (purchase or sale); and

- Broker's name and account number; and

- Any other information, representations or certifications that a Designated Compliance or Legal Officer may reasonably request.

The person granting approval of a transaction will create an e-mail or other written record setting forth the terms of the approval and will copy the other employees/access persons who need to know such information.

The person making the request will have one business day to execute an approved transaction at market or to place or cancel a limit order. Failure to execute the approved transaction within one business day will require the person to re-submit their pre-

clearance request as described above. The automatic execution of an order does not require an additional approval.

4. Monitoring of Personal Securities Transactions. Designated Compliance or Legal Officers will review personal securities transactions and holdings reports periodically, either on a trade-by-trade basis or through various sampling techniques.

5. Pre-Clearance Through PTA. Employees/access persons are required to use PTA Connect, the electronic monitoring system adopted by Nuveen Investments to pre-clear personal securities transactions in accordance with Section V (D) above. All employees/access persons will be given computer based training on the procedures to be used within the PTA Connect system.

6. Section 16 Officers Additional Reporting. Section 16 Officers (as defined in Section VIII, below) are also required to report to the Legal Department in Chicago via email the details of any transaction requiring Section 16 filings immediately upon the completion of the transaction. Section 16 Officers are also required to verify the information in all Section 16 filings with the Legal Department and confirm that the Section 16 filing was made within the required regulatory timeframe.

VI. ADMINISTRATION AND ENFORCEMENT

A. APPROVAL OF CODE

This Code has been approved by each Nuveen Subsidiary identified on Schedule I hereto, the principal underwriter or depositor of the Nuveen Defined Portfolios, the board of directors of the Nuveen Open-End and Closed-End Funds, and the board of directors or trustees of other funds for which a Nuveen Subsidiary serves as an adviser or sub-adviser. Material amendments must also be approved by such fund boards (or principal underwriter or depositor in the case of a unit investment trust) within six months of the amendment.

B. REPORTING TO THE NUVEEN FUND BOARD

Nuveen Investments or the applicable Nuveen Subsidiary must provide an annual written report to the board of directors of any Nuveen Fund or other fund (other than a unit investment trust) for which a Nuveen Subsidiary serves as an adviser or sub-adviser. The report must:

- Describe any issues arising under the Code or procedures thereunder since the last report, including, but not limited to, information about material violations of the Code or procedures thereunder and sanctions imposed in response to such violations; and

- Certify that procedures have been adopted that are reasonably necessary to prevent access persons from violating the Code.

C. DUTY TO REPORT VIOLATIONS

Employees/access persons must report violations of the Code promptly to a Designated Compliance or Legal Officer of the applicable Nuveen Subsidiary, who in turn must report all such violations to such Subsidiary's Chief Compliance Officer. Such reports will be treated confidentially to the extent permitted by law and investigated promptly.

D. SANCTIONS FOR VIOLATION OF THE CODE

Employees/access persons may be subject to sanctions for violations of the specific provisions or general principles of the Code. Violations by such persons will be reviewed and sanctions determined by the General Counsel of Nuveen Investments, the Director of Compliance and the Chief Compliance Officer of the applicable Nuveen Subsidiary, or their designee(s). Sanctions which may be imposed include:

- Formal warning;

- Restriction of trading privileges;

- Disgorgement of trading profits;

- Fines; and/or

- Suspension or termination of employment.

The factors which that may be considered when determining the appropriate sanctions include, but are not limited to:

- Harm to a client's interest;

- Extent of unjust enrichment;

- Frequency of occurrence;

- Degree to which there is personal benefit from unique knowledge obtained through a person's position with a Nuveen Subsidiary or its clients.

- Degree of perception of a conflict of interest;

- Evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; and/or

- Level of accurate, honest and timely cooperation from the person subject to the Code.

Material violations by non-interested directors of a Nuveen Fund may be reviewed and sanctions determined by the other non-interested directors of such Fund or a committee thereof.

E. FORM ADV DISCLOSURE

Each Nuveen Subsidiary that is an investment adviser must include on Schedule F of Part II of its Form ADV a description of the Code and a statement that such Nuveen Subsidiary will provide a copy of the Code to any client or prospective client upon request.

F. INTERPRETATION OF THE CODE AND THE GRANTING OF WAIVERS

Questions concerning the interpretation or applicability of the provisions of this Code, and the granting of waivers or exceptions hereunder, may be determined and made by the General Counsel of Nuveen Investments, the Director of Compliance, the Chief Compliance Officer of the applicable Nuveen Subsidiary, or their designees.

VII. RECORDKEEPING

Nuveen Investments will maintain the following records in a readily accessible place in accordance with Rule 17j-1(f) under the Investment Company Act of 1940 and Rule 204-2 under the Investment Advisers Act of 1940.

- A copy of each Code that has been in effect at any time during the past five years;

- A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

- A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, an access person;

- Holdings and transactions reports made pursuant to the Code, including any brokerage confirmation and account statements made in lieu of these reports;

- A list of the names of persons who are currently, or within the past five years were, access persons;

- A record of any decision and supporting reasons for approving the acquisition of securities by access persons in initial public offerings or limited offerings for at least five years after the end of the fiscal year in which approval was granted;

- Any decisions that grant employees/access persons a waiver from or exception to the Code;

- A record of persons responsible for reviewing access persons' reports currently or during the last five years; and

- A copy of reports provided to a fund's board of directors regarding the Code.

VIII. DEFINITIONS

A. ACCESS PERSON

Effective November, 2006, all Nuveen Investments employees will be considered "access persons". This standard is more restrictive than Rule 204A-1(e)(1) under the Investment Advisers Act of 1940 and Rule 17j-1(a)(2) under the Investment Company Act of 1940.

B. AUTOMATIC INVESTMENT PLAN

"Automatic investment plan" means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

C. BENEFICIAL OWNERSHIP

"Beneficial ownership" means having or sharing a direct or indirect pecuniary interest in a security through any contract, arrangement, understanding, relationship or otherwise. The term "pecuniary interest" means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities. See Rule 16a-1(a)(2) under the Securities Exchange Act of 1934. The pecuniary interest standard looks beyond the record owner of securities. As a result, the definition of beneficial ownership is very broad and encompasses many situations that might not ordinarily be thought to confer a "pecuniary interest" in, or "ownership" of, securities, including the following:

- Family Holdings. As a general rule, you are regarded as the beneficial owner of securities not only in your name but held in the name of members of your immediate family, including: your spouse or domestic partner; your child or other relative who shares your home or, although not living in your home, is economically dependent upon you; or any other person if you obtain from such securities benefits substantially similar to those of ownership.

- Partnership and Corporate Holdings. A general partner of a general or limited partnership will generally be deemed to beneficially own securities held by the partnership, so long as the partner has direct or indirect influence or control over the management and affairs of the partnership. A limited partner will generally not be deemed to beneficially own securities held by a limited partnership, provided he or she does not own a controlling voting interest in the partnership. If a corporation is your "alter ego" or "personal holding company," the corporation's holdings of securities will be attributable to you.

- Investment Clubs. You are deemed to beneficially own securities held by an investment club of which you or a member of your immediate family (as defined above) is a member. Membership in investment clubs must be pre- approved by a Designated Compliance or Legal Officer.

- Trusts. You are deemed to beneficially own securities held in trust if any of the following is true: you are a trustee and either you or members of your immediate family (as defined above) have a monetary interest in the trust, whether as to principal or income; you have a vested beneficial interest in the trust; or you are settlor of the trust and you have the power to revoke the trust without obtaining the consent of all the beneficiaries. See Rule 16a-1(a)(2) under the Securities Exchange Act of 1934.

- Financial Power of Attorney. You are deemed to beneficially own securities held in any account over which you have financial power of attorney.

D. CONTROL

"Control" of a company means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company, and a control relationship exists when a company controls, is controlled by, or is under common control with, another company. Any person who owns beneficially, either directly or through one or more controlled companies, more than twenty-five percent (25%) of the voting securities of a company shall be presumed to control such company. Any person who does not so own more than twenty-five percent (25%) of the voting securities of any company shall be presumed not to control such company. A natural person shall be presumed not to be a controlled person.

E. FUND

"Fund" means an investment company registered under the Investment Company Act of 1940.

F. INITIAL PUBLIC OFFERING

"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.

G. INVESTMENT PERSON

"Investment person" means an access person of a Nuveen Subsidiary who (i) in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities for a client account or (ii) is a natural person in a control relationship with a Nuveen Subsidiary and obtains information concerning recommendations made to a client account. Investment persons of a Nuveen Subsidiary include portfolios managers, portfolio assistants, securities

analysts and traders employed by such Nuveen Subsidiary, or any other persons designated as such on the Nuveen Subsidiary's master access person list.

H. LIMITED OFFERING

"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 Rules 504, 505 or 506 under such Act. Limited offerings are also known as "private placements."

I. MAINTENANCE TRADE

"Maintenance trade" means a regular, day-to-day transaction in a security currently in a Nuveen Subsidiary's model portfolio (or an alternative for such security) made for a new client account or pursuant to the deposit or withdrawal of money from an existing client account or a trade that is directed by a client account. A maintenance trade also includes the sale of existing securities from a new client account for the purpose of acquiring securities currently in a Nuveen Subsidiary's model portfolio (or an alternative for such securities). A maintenance trade relates solely to rebalancing an existing client account or investing a new client account in a passive manner to track a model portfolio and is deemed not to involve the exercise of investment discretion.

J. NON-INTERESTED DIRECTOR

"Non-interested director" means a director who is not an "interested director" of a fund and who is not employed by, or has a material business relationship or professional relationship with, the fund or the fund's investment adviser or underwriter. See Section 2(a)(19) of the Investment Company Act of 1040.

K. NUVEEN FUND

"Nuveen Fund" means any fund for which a Nuveen Subsidiary serves as the investment adviser and for which Nuveen Investments, LLC serves as a principal underwriter or as a member of the underwriting syndicate. A Nuveen Fund is any Nuveen Defined Portfolio, Nuveen Closed-End Fund or Nuveen Open-End Fund.

L. PURCHASE OR SALE OF A SECURITY

"Purchase or sale of a security" includes, among other things, the purchasing or writing of an option and the acquisition or disposition of any instrument whose value is derived from the value of another security.

M. PTA

PTA is Nuveen's automated employee personal trading pre-clearance system. All employees/access persons must pre-clear applicable all transactions through PTA as described herein. All employees/access persons will be required to successfully complete training on the utilization of PTA.

N. SECTION 16 OFFICER

"Section 16 Officer" means every person who is directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security (other than an exempted security) which is registered pursuant to Section 12 of the Exchange Act of 1934 OR who is an officer or director of the issuer of such security. See Section 16 of the Exchange Act of 1934. The Nuveen Fund Board approves the list of Section 16 Officers for the Nuveen Funds on an annual basis. This list is maintained in the Legal Department in Chicago and includes portfolio managers, traders and other employees responsible for making policy related decisions.

O. SECURITY

"Security" means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation ink temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. Without limiting the foregoing, a security also includes any instrument whose value is derived from the value of another security.

P. UNSUPERVISED TRADE

"Unsupervised trade" is the purchase or sale of a security for which no Nuveen Subsidiary has investment discretion.

SCHEDULE I

NUVEEN SUBSIDIARIES ADOPTING THIS CODE

Nuveen Asset Management
Nuveen Investments Advisers Inc.
Nuveen HydePark Group, LLC

Nuveen Investments Institutional Services Group LLC NWQ Investment Management Company, LLC Richards & Tierney, Inc. Rittenhouse Asset Management, Inc. Santa Barbara Asset Management Symphony Asset Management LLC Tradewinds Global Investors, LLC Nuveen Investments LLC Nuveen Investments Canada Co.

Any other Nuveen subsidiary that may from time to time notify its employees/access persons that it has adopted this Code of Ethics

SCHEDULE II

DESIGNATED COMPLIANCE OR LEGAL OFFICERS

FOR PRE-CLEARANCE OF TRADES IN COMMON OR PREFERRED SHARES OF NUVEEN CLOSED-END FUNDS, EMPLOYEES/ACCESS PERSONS IN CHICAGO AND SECTION 16 OFFICERS OF THE FUNDS SHOULD CONTACT ONE OF THE FOLLOWING PERSONS:

IF YOU ARE AFFILIATED WITH ANY OF THE FOLLOWING :   YOU SHOULD CONTACT ONE OF THE
                                                    FOLLOWING PERSONS:

Nuveen Asset Management, Nuveen Investments         Ginny Johnson, Christina
Advisers Inc., Nuveen HydePark Group, LLC,          Legue, Cathie Reese,
Nuveen Investments Institutional Services Group     Walter Kelly, or Mary Keefe
LLC, NWQ Investment Management Company, LLC,
Richards & Tierney, Inc., Rittenhouse Asset
Management, Inc., Tradewinds Global Investors,
LLC, or Nuveen Investments LLC

IF YOU ARE AFFILIATED WITH:                         YOU SHOULD CONTACT ONE OF THE
                                                    FOLLOWING PERSONS:
Symphony Asset Management LLC                       Martin Fawzy, Neil Rudolph,
                                                    or Mary Keefe
Santa Barbara Asset Management                      Carol Olson or Mary Keefe

IF YOU ARE A SECTION 16 OFFICER:                    YOU SHOULD CONTACT THE
                                                    FOLLOWING PERSONS:
Report the details of each Section 16 transaction   Mary Catherine Finneran, Ginny
via email to:                                       Johnson and Christina Legue

NUVEEN MUNICIPAL TRUST                              NUVEEN INVESTMENT TRUST II
                                                    Nuveen Tradewinds Global All-Cap Fund
Nuveen Intermediate Duration Municipal Bond         Nuveen Tradewinds International Value Fund
Fund                                                Nuveen Tradewinds Global Resources Fund
                                                    Nuveen Tradewinds Global All-Cap Plus Fund
Nuveen Insured Municipal Bond Fund                  Nuveen Tradewinds Emerging Markets Fund
Nuveen All-American Municipal Bond Fund             Nuveen Tradewinds Japan Fund
Nuveen Limited Term Municipal Bond Fund             Nuveen Rittenhouse Growth Fund
Nuveen High Yield Municipal Bond Fund               Nuveen Santa Barbara Global Equity Fund
                                                    Nuveen Santa Barbara Growth Fund
NUVEEN MULTISTATE TRUST I                           Nuveen Santa Barbara Growth Opportunities Fund
Nuveen Arizona Municipal Bond Fund                  Nuveen Santa Barbara International Equity Fund
Nuveen Colorado Municipal Bond Fund                 Nuveen Santa Barbara Dividend Growth Fund
Nuveen Florida Preference Municipal Bond Fund       Nuveen Santa Barbara Ecologic Fund
Nuveen Maryland Municipal Bond Fund                 Nuveen Santa Barbara Growth Plus Fund
Nuveen New Mexico Municipal Bond Fund               Nuveen Symphony All-Cap Core Fund
Nuveen Pennsylvania Municipal Bond Fund             Nuveen Symphony International Equity Fund
Nuveen Virginia Municipal Bond Fund                 Nuveen Symphony Large-Cap Growth Fund
                                                    Nuveen Symphony Large-Cap Value Fund
NUVEEN MULTISTATE TRUST II                          Nuveen Symphony Mid-Cap Core Fund
Nuveen California Municipal Bond Fund               Nuveen Symphony Optimized Alpha Fund
Nuveen California High Yield Municipal Bond Fund    Nuveen Symphony Small-Mid Cap Core Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Connecticut Municipal Bond Fund              NUVEEN INVESTMENT TRUST III
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond         Nuveen Multi-Strategy Income Fund
                                                    Nuveen High Yield Bond Fund
Fund                                                Nuveen Short Duration Bond Fund

Nuveen New Jersey Municipal Bond Fund               NUVEEN INVESTMENT TRUST V
Nuveen New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund         Nuveen Preferred Securities Fund

NUVEEN MULTISTATE TRUST III                         OTHER FUNDS

Nuveen Georgia Municipal Bond Fund                  Activa International Fund
Nuveen Louisiana Municipal Bond Fund
Nuveen North Carolina Municipal Bond Fund           Advance Asset Management Limited-International Shares Multi
Nuveen Tennessee Municipal Bond Fund                                  Blend Fund

NUVEEN  MULTISTATE TRUST IV                         AssetMark Tax-Exempt Fixed Income Fund
Nuveen Kansas Municipal Bond Fund                   AXA Premier VIP Trust
Nuveen Kentucky Municipal Bond Fund                 Exemplar Global Opportunities Fund-Canadian
Nuveen Michigan Municipal Bond Fund                 ING International Value Choice Fund
Nuveen Missouri Municipal Bond Fund                 ING Value Opportunities Choice Fund
Nuveen Ohio Municipal Bond Fund                     ING Small Cap Value Choice Fund
Nuveen Wisconsin Municipal Bond Fund                ING Global Value Choice Fund
                                                    HSBC Investor Growth Portfolio
NUVEEN INVESTMENT TRUST                             HSBC Investor Value Fund
                                                    HSBC MM US Value Equity Pooled Fund
Nuveen Moderate Allocation Fund                     HSBC US Large Cap Irish Fund
Nuveen Conservative Allocation Fund

Nuveen Multi-Manager Large Cap Value Fund           Integra - NWQ US Large Cap Value Fund
Nuveen Growth Allocation Fund                       Leith Wheeler International Equity Plus Fund-Canadian
Nuveen NWQ Large-Cap Value Fund                     Mainstay Large Cap Growth Fund
Nuveen NWQ Multi-Cap Value Fund                     Mainstay Variable Product Large Cap Growth Fund
Nuveen NWQ Small Cap Value Fund                     MGI US Large Cap Growth Equity Fund
Nuveen NWQ Small/Mid-Cap Value Fund                 MD Management Pooled Equity Fund
Nuveen Tradewinds Value Opportunities Fund          MGI US Small/Mid Cap Value Fund
Nuveen U.S. Equity Completeness Fund                ML Global Selects-North American Large Cap Growth Portfolio
Nuveen Enhances Core Equity Fund                    MLIG Roszel/NWQ Small Cap Value Portfolio
Nuveen Enhanced Mid-Cap Fund                        MLIG Roszel/Santa Barbara Conservative Growth Portfolio
                                                    MTB Large Cap Value Fund I
                                                    MTB Large Cap Value Fund II
                                                    New Covenant Growth Fund
                                                    Northern Trust Multi-Manager International Equity Fund
                                                    NTGA Inc.-Multi-Manager International Equity Fund
                                                    Renaissance Canadian Core Value Fund
                                                    Renaissance Global Value Fund
                                                    Riversource International Select Value Fund
                                                    Riversource Partners International Select Value Fund
                                                    Russell II World Equity Fund
                                                    Russell II Alpha Fund
                                                    Russell Global Equity Fund
                                                    Russell World Equity Fund II
                                                    Talvest Global Equity Fund
                                                    Wilshire Small Company Value Fund

Updated as of 3/31/2009

NON-LEVERAGED MUNI FUNDS
                                                               TICKER SYMBOLS
                                                               --------------
1.  Nuveen Municipal Value Fund, Inc.                              NUV
2.  Nuveen Municipal Value Fund 2                                  NUW
3.  Nuveen California Municipal Value Fund, Inc.                   NCA
4.  Nuveen New York Municipal Value Fund, Inc.                     NNY
5.  Nuveen Municipal Income Fund, Inc.                             NMI

INTERMEDIATE FUNDS

1.  Nuveen Select Maturities Municipal Fund (not leveraged)        NIM

NON-LEVERAGED PORTFOLIOS

1.  Nuveen Select Tax-Free Income Portfolio                        NXP
2.  Nuveen Select Tax-Free Income Portfolio 2                      NXQ
3.  Nuveen California Select Tax-Free Income Portfolio             NXC
4.  Nuveen New York Select Tax-Free Income Portfolio               NXN
5.  Nuveen Select Tax-Free Income Portfolio 3                      NXR

LEVERAGED TAXABLE CLOSED-END FUNDS

1.  Nuveen Real Estate Income Fund                                 JRS
2.  Nuveen Quality Preferred Income Fund                           JTP
3.  Nuveen Quality Preferred Income Fund 2                         JPS
4.  Nuveen Quality Preferred Income Fund 3                         JHP
5.  Nuveen Multi-Strategy Income and Growth Fund                   JPC
6.  Nuveen Multi-Strategy Income and Growth Fund 2                 JQC
7.  Nuveen Diversified Dividend and Income Fund                    JDD
8.  Nuveen Tax-Advantaged Total Return Strategy Fund               JTA
9.  Nuveen Tax-Advantaged Floating Rate Fund                       JFP
10. Nuveen Tax-Advantaged Dividend Growth Fund                     JTD

NON-LEVERAGED TAXABLE CLOSED-END FUNDS

11. Nuveen Equity Premium Income Fund                              JPZ
12. Nuveen Equity Premium Opportunity Fund                         JSN
13. Nuveen Equity Premium Advantage Fund                           JLA
14. Nuveen Equity Premium and Growth Fund                          JPG
15. Nuveen Global Government Enhanced Income Fund                  JGG
16. Nuveen Global Value Opportunities Fund                         JGV
17. Nuveen Core Equity Alpha Fund                                  JCE
18. Nuveen Multi-Currency Short-Term Government Income Fund        JGT

SENIOR LOAN FUNDS

1.  Nuveen Senior Income Fund (leveraged)                          NSL
2.  Nuveen Floating Rate Income Fund (leveraged)                   JFR
3.  Nuveen Floating Rate Income Opportunity Fund (leveraged)       JRO

LEVERAGED MUNICIPAL FUNDS

                                                                       TICKER
                                                                       ------
SYMBOLS
-------
1.   Nuveen Premium Income Municipal Fund, Inc.                          NPI
2.   Nuveen Performance Plus Municipal Fund, Inc.                        NPP
3.   Nuveen California Performance Plus Municipal Fund, Inc.             NCP
4.   Nuveen New York Performance Plus Municipal Fund, Inc.               NNP
5.   Nuveen Municipal Advantage Fund, Inc.                               NMA
6.   Nuveen Municipal Market Opportunity Fund, Inc.                      NMO
7.   Nuveen California Municipal Market Opportunity Fund, Inc.           NCO
8.   Nuveen Investment Quality Municipal Fund, Inc.                      NQM
9.   Nuveen California Investment Quality Municipal Fund, Inc.           NQC
10.  Nuveen New York Investment Quality Municipal Fund, Inc.             NQN
11.  Nuveen Insured Quality Municipal Fund, Inc.                         NQI
12.  Nuveen Florida Investment Quality Municipal Fund                    NQF
13.  Nuveen New Jersey Investment Quality Municipal Fund, Inc.           NQJ
14.  Nuveen Pennsylvania Investment Quality Municipal Fund               NQP
15.  Nuveen Select Quality Municipal Fund, Inc.                          NQS
16.  Nuveen California Select Quality Municipal Fund, Inc.               NVC
17.  Nuveen New York Select Quality Municipal Fund, Inc.                 NVN
18.  Nuveen Quality Income Municipal Fund, Inc.                          NQU
19.  Nuveen Insured Municipal Opportunity Fund, Inc.                     NIO
20.  Nuveen Florida Quality Income Municipal Fund                        NUF
21.  Nuveen Michigan Quality Income Municipal Fund, Inc.                 NUM
22.  Nuveen Ohio Quality Income Municipal Fund, Inc.                     NUO
23.  Nuveen Texas Quality Income Municipal Fund                          NTX
24.  Nuveen California Quality Income Municipal Fund, Inc.               NUC
25.  Nuveen New York Quality Income Municipal Fund, Inc.                 NUN
26.  Nuveen Premier Municipal Income Fund, Inc.                          NPF
27.  Nuveen Premier Insured Municipal Income Fund, Inc.                  NIF
28.  Nuveen Premium Income Municipal Fund 2, Inc.                        NPM
29.  Nuveen Arizona Premium Income Municipal Fund, Inc.                  NAZ
30.  Nuveen Insured California Premium Income Municipal Fund, Inc.       NPC
31.  Nuveen Insured Florida Premium Income Municipal Fund                NFL
32.  Nuveen Michigan Premium Income Municipal Fund, Inc.                 NMP
33.  Nuveen New Jersey Premium Income Municipal Fund, Inc.               NNJ
34.  Nuveen Insured New York Premium Income Municipal Fund, Inc.         NNF
35.  Nuveen Premium Income Municipal Fund 4, Inc.                        NPT
36.  Nuveen Insured California Premium Income Municipal Fund 2, Inc.     NCL
37.  Nuveen Maryland Premium Income Municipal Fund                       NMY
38.  Nuveen Massachusetts Premium Income Municipal Fund                  NMT
39.  Nuveen Pennsylvania Premium Income Municipal Fund 2                 NPY
40.  Nuveen Virginia Premium Income Municipal Fund                       NPV
41.  Nuveen Connecticut Premium Income Municipal Fund                    NTC
42.  Nuveen Georgia Premium Income Municipal Fund                        NPG
43.  Nuveen Missouri Premium Income Municipal Fund                       NOM
44.  Nuveen North Carolina Premium Income Municipal Fund                 NNC
45.  Nuveen California Premium Income Municipal Fund                     NCU
46.  Nuveen Insured Premium Income Municipal Fund 2                      NPX
47.  Nuveen California Dividend Advantage Municipal Fund                 NAC
48.  Nuveen New York Dividend Advantage Municipal Fund                   NAN
49.  Nuveen Dividend Advantage Municipal Fund                            NAD
50.  Nuveen Arizona Dividend Advantage Municipal Fund                    NFZ

51.  Nuveen Connecticut Dividend Advantage Municipal Fund                NFC
52.  Nuveen Maryland Dividend Advantage Municipal Fund                   NFM
53.  Nuveen Massachusetts Dividend Advantage Municipal Fund              NMB
54.  Nuveen North Carolina Dividend Advantage Municipal Fund             NRB
55.  Nuveen Virginia Dividend Advantage Municipal Fund                   NGB
56.  Nuveen Dividend Advantage Municipal Fund 2                          NXZ
57.  Nuveen California Dividend Advantage Municipal Fund 2               NVX
58.  Nuveen New Jersey Dividend Advantage Municipal Fund                 NXJ
59.  Nuveen New York Dividend Advantage Municipal Fund 2                 NXK
60.  Nuveen Ohio Dividend Advantage Municipal Fund                       NXI
61.  Nuveen Pennsylvania Dividend Advantage Municipal Fund               NXM
62.  Nuveen Dividend Advantage Municipal Fund 3                          NZF
63.  Nuveen California Dividend Advantage Municipal Fund 3               NZH
64.  Nuveen Georgia Dividend Advantage Municipal Fund                    NZX
65.  Nuveen Maryland Dividend Advantage Municipal Fund 2                 NZR
66.  Nuveen Michigan Dividend Advantage Municipal Fund                   NZW
67.  Nuveen Ohio Dividend Advantage Municipal Fund 2                     NBJ
68.  Nuveen North Carolina Dividend Advantage Municipal Fund 2           NNO
69.  Nuveen Virginia Dividend Advantage Municipal Fund 2                 NNB
70.  Nuveen Insured Dividend Advantage Municipal Fund                    NVG
71.  Nuveen Insured California Dividend Advantage Municipal Fund         NKL
72.  Nuveen Insured New York Dividend Advantage Municipal Fund           NKO
73.  Nuveen Arizona Dividend Advantage Municipal Fund 2                  NKR
74.  Nuveen Connecticut Dividend Advantage Municipal Fund 2              NGK
75.  Nuveen New Jersey Dividend Advantage Municipal Fund 2               NUJ
76.  Nuveen Ohio Dividend Advantage Municipal Fund 3                     NVJ
77.  Nuveen Pennsylvania Dividend Advantage Municipal Fund 2             NVY
78.  Nuveen Arizona Dividend Advantage Municipal Fund 3                  NXE
79.  Nuveen Connecticut Dividend Advantage Municipal Fund 3              NGO
80.  Nuveen Georgia Dividend Advantage Municipal Fund 2                  NKG
81.  Nuveen Maryland Dividend Advantage Municipal Fund 3                 NWI
82.  Nuveen North Carolina Dividend Advantage Municipal Fund 3           NII
83.  Nuveen Insured Tax-Free Advantage Municipal Fund                    NEA
84.  Nuveen Insured California Tax-Free Advantage Municipal Fund         NKX
85.  Nuveen Insured Florida Tax-Free Advantage Municipal Fund            NWF
86.  Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund      NGX
87.  Nuveen Insured New York Tax-Free Advantage Municipal Fund           NRK
88.  Nuveen Municipal High Income Opportunity Fund                       NMZ
89.  Nuveen Municipal High Income Opportunity Fund 2 (not leveraged)     NMD
90.  Nuveen California Municipal Value Fund 2                            NCB
91.  Nuveen New Jersey Municipal Value Fund 2                            NYV
92.  Nuveen Pennsylvania Municipal Value Fund                            NPN

SCHEDULE IV

PTA COMPATIBLE BROKER -DEALERS

1. Ameritrade

2. Charles Schwab

3. Citigroup/Smith Barney

4. E*Trade

5. Fidelity

6. Merrill Lynch

7. Morgan Stanley

8. Scottrade

9. UBS

10. Wachovia

(STATE STREET GLOBAL ADVISORS LOGO)

CODE OF ETHICS

NOVEMBER 1, 2009

.

.
.

I. OVERVIEW AND SCOPE .....................................................    4
II. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES .............................    5
III. DEFINITIONS ..........................................................    6
IV. REQUIREMENTS OF THE CODE APPLICABLE TO ALL EMPLOYEES (NON-ACCESS
   PERSONS, ACCESS PERSONS, AND INVESTMENT PERSONS) .......................   10
   COMPLIANCE WITH APPLICABLE FEDERAL SECURITIES LAWS .....................   10
   ADHERENCE TO THE SSGA INSIDE INFORMATION POLICY AND THE STATE
      STREET STANDARD OF CONDUCT ..........................................   11
   REPORTING VIOLATIONS ...................................................   11
   CERTIFICATION OF RECEIPT AND COMPLIANCE ................................   11
   REPORTABLE FUNDS TRANSACTIONS AND HOLDINGS .............................   12
   DISCLOSURE OF EMPLOYEE RELATED ACCOUNTS AND HOLDINGS ...................   13
   EXCESSIVE TRADING ......................................................   13
   GIFTS ..................................................................   13
   USE OF THE ADVISERS' PROPRIETARY INFORMATION ...........................   13
   SERVICE AS A DIRECTOR/OUTSIDE EMPLOYMENT AND ACTIVITIES ................   14
   FUTURES, OPTIONS AND SPREAD BETTING ....................................   14
   INITIAL PUBLIC OFFERINGS ...............................................   14
   PRIVATE PLACEMENTS .....................................................   14
   INVESTMENT CLUBS AND INVESTMENT CONTESTS ...............................   14
   SHORTING OF SECURITIES .................................................   15
   STATE STREET STOCK .....................................................   15

V. TRADING PROVISIONS, RESTRICTIONS, AND PROHIBITIONS APPLICABLE TO
   ACCESS PERSONS AND INVESTMENT PERSONNEL ................................   16
   A. PRE-CLEARANCE .......................................................   16
   B. SHORT-TERM TRADING ..................................................   17
VI. TRADING REQUIREMENTS APPLICABLE TO INVESTMENT PERSONNEL ...............   19
   A. BLACKOUT PERIOD .....................................................   19
VII. ADMINISTRATION AND ENFORCEMENT OF THE CODE OF ETHICS .................   20
   APPLICABILITY OF THE CODE OF ETHICS' PROVISIONS ........................   20
   REVIEW OF REPORTS ......................................................   20
   VIOLATIONS AND SANCTIONS ...............................................   20
   APPEAL OF SANCTION(S) ..................................................   20
   AMENDMENTS AND COMMITTEE PROCEDURES ....................................   21
APPENDIX A - SSGA LEGAL ENTITIES AND LOCATIONS
APPENDIX B - BENEFICIAL OWNERSHIP
APPENDIX C - REPORTING OBLIGATIONS
APPENDIX D - SPECIFIC COUNTRY REQUIREMENTS
APPENDIX E - SECURITY TYPES AND PRE-CLEARANCE AND REPORTING REQUIREMENTS

The following Related Policies are available on the Compliance intranet page (include link):

Note: The related policies and information are subject to change from time to time.

SSgA Inside Information Policy
State Street Standard of Conduct

I. OVERVIEW AND SCOPE

The Code of Ethics ("the Code") applies to the employees (collectively "employees") of State Street Global Advisors wherever located and any other persons as designated from time to time by the Code of Ethics Review Committee ("the Committee"). SSgA Funds Management, Inc. ("SSgA FM") and other advisory affiliates of State Street make up State Street Global Advisors ("SSgA"), the investment management arm of State Street Corporation. (see Appendix A for a list of SSgA entities and locations) In certain non-US countries, local laws or customs may impose requirements in addition to those required by the Code. Employees residing in a country identified in Appendix D are subject to the applicable requirements set forth in Appendix D, as updated from time to time.

The SSgA Compliance Department, under the direction of SSgA's Global Chief Compliance Officer, administers this Code and should be contacted if you have any questions concerning the meaning or interpretation of any provision of this Code.

II. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES

As investment advisers, SSgA, its subsidiaries and affiliates (see Appendix A) (collectively "the Advisers", "Our", or "We") owe a fiduciary duty to their advisory clients and are subject to certain laws and regulations governing personal securities trading. Therefore, as an employee, you have an obligation to observe the following principles:

- At all times, avoid placing your personal interest ahead of the interests of the clients of the Advisers;

- Avoid actual and potential conflicts of interests between personal activities and the Advisers' clients' activities; and

- Do not misappropriate investment opportunities from clients.

As such, your personal financial transactions and related activities, along with those of your family members (and others in a similar relationship to you) must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflicts of interest with the Advisers' clients' or abuse of your position of trust and responsibility.

The Advisers consider personal trading to be a privilege, not a right. When making personal investment decisions you must exercise extreme care to ensure that the prohibitions of this Code are not violated. We have developed this Code to promote the highest standards of behavior and ensure compliance with applicable laws. The Code sets forth procedures and limitations which govern the personal securities transactions of every employee.

It is not possible for this Code to address every situation involving employees' personal trading. The Committee is charged with oversight and interpretation of the Code in a manner considered fair and equitable, in all cases placing the Advisers' clients' interests as paramount. No employee shall recommend or cause an Advisers' client account to take action or refrain from taking action for the employee's own personal benefit. Technical compliance with the procedures, prohibitions and limitations of the Code will not automatically insulate you from scrutiny of, or sanctions for, securities transactions which abuse your fiduciary duty to any client of the Advisers.

III. DEFINITIONS

The definitions are designed to help you understand the application of the Code to all employees, and in particular, your situation. These definitions are an integral part of the Code and a proper understanding of them is necessary to comply with the Code. Please contact your local Code of Ethics Compliance Officer if you have any questions. The specific requirements of the Code begin on page 10. Please refer back to these definitions as you read the Code.

A. Categories of Employees

1. ACCESS PERSONS are those employees, who, in connection with their regular functions or duties, (i) have access to nonpublic information regarding any of the Advisers' clients' purchase or sale of securities; (ii) have access to nonpublic information regarding the portfolio holdings of any of the Advisers' clients; and (iii) other persons designated as Access Persons by SSgA's Chief Compliance Officer ("CCO"), the local Code of Ethics Officer, or their designee(s), or the Committee. Such persons may include fund officers, consultants, contractors, temporary help, and interns providing services to the Advisers.

2. INVESTMENT PERSONNEL are Access Persons who:

(i) in connection with their regular functions or duties, are responsible for making investment recommendations or decisions; participate in making investment recommendations or decisions; are responsible for day-to-day management of a portfolio; have knowledge of investment decisions under consideration; execute trades; analyze and research securities;(ii) manage or are managed by employees meeting the criteria in (i) above; and (iii) other persons designated as Investment Personnel by SSgA's CCO, the local Code of Ethics Officer, or their designee(s), or the Committee.

3. NON-ACCESS PERSONS are employees who are not categorized as Access Persons or Investment Personnel. Non-executive/independent directors are also categorized as Non-Access Persons.

4. EMPLOYEES are all officers, directors, and employees of the Advisers, including full-time, part-time, exempt and non-exempt employees, and other such persons as designated by the Committee. Such persons may include fund officers, consultants, contractors, temporary help, and interns providing services to the Advisers.

5. COVERED PERSON means a person subject to the provisions of this Code. This includes employees and their related persons, such as spouses, domestic partners, minor children, adult children and other relatives living in the employee's household, as well as other persons designated by the

CCO or local Code of Ethics Officer, or their designee(s), or the Committee. Such persons may include fund officers, consultants, contractors, and interns providing services to the Advisers.

B. ACCOUNTS are all brokerage accounts, including the State Street Salary Savings program (401k accounts) and other retirement plan accounts offered to employees, the Self-Directed brokerage accounts offered to employees by State Street Global Markets ("SSGM"), and ESOPs, pension or retirement plans offered by other employers. Accounts do not include those educational savings plans which only allow unaffiliated open-end mutual funds, unit-investment trusts, or other registered commingled funds (such as IRC 529 Plans in the U.S.). Accounts do not include Australian public offer superannuation vehicles or investment option(s) within such vehicles except those which are either wholly advised by the Advisers or enable member directed exposure to a particular security requiring pre-clearance as specified in Appendix E.

C. EMPLOYEE RELATED ACCOUNT of any person covered under this Code includes but is not limited to:

1. The employee's own Accounts and Accounts "beneficially owned" by the employee as described below;

2. The employee's spouse/domestic partner's Accounts and the Accounts of minor and adult children and other relatives living in the employee's household;

3. Accounts in which the employee, his/her spouse/domestic partner, minor and adult children or other relatives living in their household have a beneficial interest (i.e. share in the profits even if there is no influence on voting or disposition of the shares); and

4. Accounts (including corporate Accounts and trust Accounts) over which the employee or his/her spouse/domestic partner or other relatives living in the employee's household exercises investment discretion or direct or indirect influence or control.

See Appendix B for a more detailed discussion of beneficial ownership. For additional guidance in determining beneficial ownership, contact your local Code of Ethics Officer.

D. AUTOMATIC INVESTMENT PLAN means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. This includes a dividend reinvestment plan and payroll and State Street contributions to the State Street retirement plans.

E. CCO means the Global Chief Compliance Officer of SSgA.

F. COMMITTEE means the Code of Ethics Review Committee. The Code of Ethics Review Committee reports into the Executive Management Group of SSgA.

G. COVERED SECURITIES are those securities subject to certain provisions of the Code. See Appendix E "Security Types and Pre-Clearance and Reporting Requirements" for the application of the Code to the various security types and for a list of securities which are not Covered Securities.

H. CLOSED-END FUND means a registered investment company that raises capital only once, by issuing a fixed number of shares. The shares of the closed end fund are typically traded on an exchange and their prices fluctuate throughout the trading day, based on supply, demand, and the changing values of their underlying holdings. Closed-end funds are also known as Listed Investment Companies in Australia, and Investment Trusts in the UK. Closed-end funds do not include funds typically known as "Exchange-Traded Funds" ("ETFs") organized as open-end investment companies or unit investment trusts.

I. DISCRETIONARY ACCOUNT means an Employee Related Account in which the individual has contractually authorized the broker or advisor to have full investment discretion over the account and trade securities in the account without prior consent for each transaction.

J. EMG means the Executive Management Group of SSgA.

K. IPO means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or a foreign financial regulatory authority.

L. LOCAL CODE OF ETHICS OFFICER means the Code of Ethics Officer for each of the Advisers' local offices. A current contact list is maintained on the Code of Ethics Intranet page.

M. EMPLOYEE INCENTIVE AWARDS means SSgA Performance Equity Plan ("PEP") Awards in State Street Corporation ("STT") stock, Deferred Stock Awards (DSAs), Restricted Stock Awards (RSAs), STT stock options which are granted to employees, and any other awards that are convertible into or otherwise based on STT common stock.

N. PRIVATE PLACEMENT means a securities offering that is exempt from registration under certain provisions of the U.S. securities laws and/or similar laws of non-U.S. jurisdictions (if you are unsure whether the securities are issued in a private placement, you must consult with the Compliance Department). Private placements include certain co-operative investments in real estate, commingled investment vehicles such as hedge funds, and investments in family owned or privately held businesses. Time-shares and cooperative investments in real estate

used as a primary or secondary residence are not considered to be private placements.

O. REPORTABLE FUND means any commingled investment vehicle (except money market funds and ETFs), or Exchange Traded Note ("ETN") for which the Advisers act as investment adviser, sub-adviser, principal underwriter, or marketing agent. The current list of Reportable Funds is maintained by the Code of Ethics team within SSgA Compliance and is located on the Code of Ethics Intranet page.

P. SSGA COMPLIANCE DEPARTMENT means all global SSgA compliance staff, including those in local offices, reporting up to the Global Chief Compliance Officer of SSgA.

Q. SPREAD BETTING is any of various types of wagering, such as on sports, financial instruments or house prices for example, on the outcome of an event where the pay-off is based on the accuracy of the wager, rather than a simple "win or lose" outcome. As an example, spread betting on a stock allows the participant to speculate on the price movement of the stock.

IV. REQUIREMENTS OF THE CODE APPLICABLE TO ALL EMPLOYEES (NON-ACCESS PERSONS, ACCESS PERSONS, AND INVESTMENT PERSONNEL)

A. COMPLIANCE WITH APPLICABLE SECURITIES LAWS.

The Advisers are subject to extensive regulation. As an employee, you must comply not only with all applicable securities laws(1), but all applicable firm-wide policies and procedures, including this Code, which may be, on occasion, more restrictive than applicable securities laws. Any person subject to this Code is responsible for compliance with these rules with respect to any Employee Related Account, as applicable. Employees residing outside the U.S. must also comply with local securities laws (see Appendix D for specific country requirements). In addition, employees must be sensitive to the need to recognize any conflict, or the appearance of a conflict, of interest between personal activities and activities conducted for the benefit of the Advisers' clients, whether or not covered by the provisions of this Code.

B. ADHERENCE TO THE SSGA INSIDE INFORMATION POLICY AND THE STATE STREET STANDARD OF CONDUCT

Employees must adhere to the provisions of the SSgA Inside Information Policy, which governs the receipt and communication of material, non-public information ("inside information") and prohibits the use of such information in violation of securities laws. The SSgA Inside Information Policy states that trading or recommending trading in any security in violation of securities laws while in possession of material, non-public information ("insider trading") is prohibited. It is a violation of the SSgA Inside Information policy for any employee to engage in insider trading, including:

- trading, either personally or on behalf of others, while in possession of inside information;

- communicating inside information to any other person (except to a direct manager or person authorized by SSgA Legal (a "Designated Person") or other SSgA employees on a need-to-know basis with the prior approval of one of the Designated Persons); and

- recommending the purchase or sale of securities to which the inside information relates. Inside information may include information about important events involving the Reportable Funds, such as, but not limited to, planned mergers or liquidations of Reportable Funds, or changes in the portfolio management team for a Reportable Fund.

Employees must also adhere to the provisions of the State Street Standard of Conduct, which addresses personal trading, inside information, and protection of confidential information, among other policies.

C. REPORTING VIOLATIONS

Employees are required to promptly report any violation of the Code, and any amendments thereto, whether their own or another individual's, to their local Code of Ethics Officer. Reports of violations other than your own may be made to your local Code of Ethics Officer, or the CCO. Alternatively, you may contact these individuals anonymously and confidentially.

D. CERTIFICATION OF RECEIPT AND COMPLIANCE

1. Initial Certification (New Employee)

Each new employee will be given copies of the Code and the State Street Standard of Conduct. Additionally, each new employee's offer letter will include a copy of the Code and a statement advising the individual that he/she will be subject to the Code 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. Within 10 calendar days of becoming a Non-Access Person, Access Person, or Investment Person, each new employee must certify that they have (i) read, understand, and will comply with the Code, (ii) will promptly report violations or possible violations; and (iii) recognize that a violation of the Code may be grounds for disciplinary action.

2. Annual Certification (All Employees)

Each employee is required to certify annually that they have read and understand the Code. Each employee must also certify that they: (i) have complied with the Code during the course of their association with the Adviser; (ii) will continue to comply with the Code in the future; (iii) will promptly report violations or possible violations;
(iv) recognize that a violation of the Code may be grounds for disciplinary action. This certification shall apply to all Employee Related Accounts.

E. REPORTABLE FUNDS TRANSACTIONS AND HOLDINGS

Employees are subject to the same policies prohibiting excessive trading that apply to all shareholders in Reportable Funds. These policies, as described in the Reportable Funds' prospectuses, are subject to change.

Employee investments in Reportable Funds are also subject to the Short Term Trading policy described in Section V. B. of this Code. These transactions are also subject to the

pre-clearance and reporting requirements described in Appendix E.

The current list of Reportable Funds is maintained by the Code of Ethics team within SSgA Compliance and is located on the Code of Ethics Intranet page.

F. DISCLOSURE OF EMPLOYEE RELATED ACCOUNTS AND HOLDINGS (FOR DETAILS ON THE SPECIFIC REPORTING OBLIGATIONS, SEE APPENDIX C)

1. Initial Report

Each new employee must disclose all Employee Related Accounts and all holdings in Covered Securities within 10 days of becoming a Non-Access Person, Access Person, or Investment Person. The report must contain information that is current as of a date no more than 45 days prior to the date the new employee became an Access Person, Investment Person, or Non-Access Person. Also, any Employee Related Accounts newly associated with an employee, through marriage, gift, inheritance, or any other life event, must be disclosed within 30 days of the event.

a.) Duplicate Statements and Confirms

Upon employment and for any Employee Related Accounts opened during employment, each employee is responsible for ensuring that their broker-dealer, trust account manager, or other entity through with they have a securities trading account, sends directly to their local Code of Ethics Officer duplicate account statements and duplicate trade confirmations summarizing each transaction. In local jurisdictions where this is not standard market practice, the employee shall be responsible for supplying the local Code of Ethics Officer with required duplicate documents.

2. Quarterly Transaction Reports

Each employee is required to submit a quarterly transaction report for and certify to transactions in all Covered Securities within 30 days of calendar quarter end, even if they had no transactions in Covered Securities during the quarter. Each employee shall also certify that the accounts listed in the transaction report are the only accounts in which Covered Securities were traded during the quarter for their direct or indirect benefit. For the purposes of this report, transactions in Covered Securities that are effected in Automatic Investment Plans need not be reported.

3. Annual Report

On an annual basis, employees are required to make an annual update of their Employee Related Accounts and all holdings in Covered Securities. Each employee shall certify that the Covered Securities listed in the report are the only Covered Securities in which they have any direct or indirect beneficial ownership. The report must contain information that is current as of a date no more than 45

days prior to the date the report is submitted.

G. EXCESSIVE TRADING

Excessive or inappropriate trading that interferes with job performance or compromises the duty that the Advisers owe to their clients will not be permitted. An unusually high level of personal trading is strongly discouraged and may be monitored by the Code of Ethics team and reported to the Committee for review. A pattern of excessive trading may lead to disciplinary action under the Code.

H. GIFTS

All employees are required to comply with the Gifts and Entertainment Policy set forth in the State Street Standard of Conduct.

I. USE OF THE ADVISERS' PROPRIETARY INFORMATION

The Advisers' investment recommendations and other proprietary information are for the exclusive use of Our clients. Employees should not use the Advisers' proprietary information for personal benefit. Any pattern of personal trading suggesting use of the Advisers' proprietary information will be investigated by the local Code of Ethics Officer. Any misuse or distribution in contravention of the Advisers' policies regarding confidentiality, proprietary information or the State Street Standard of Conduct is prohibited.

J. SERVICE AS A DIRECTOR/OUTSIDE EMPLOYMENT AND ACTIVITIES

All employees are required to comply with the State Street Standard of Conduct's Business Conflicts policy including with respect to business activities outside of the Advisers.

As a matter of general practice, employees are discouraged from serving on a finance or investment committee of an organization outside of the Advisers due to potential conflicts of interest and resources constraints involved with administering and overseeing such situations. Requests from employees to serve on the board of any organization outside of the Advisers, including Finance and /or Investment Committees, will be reviewed on a case-by-case basis and, depending on the employee's position and responsibilities with the Advisers, the request may be denied.

No employee may offer investment advice with respect to, or manage, any account or portfolio (other than in connection with their employment with the Advisers) of which the employee does not have Beneficial Ownership. Any employee requests for exceptions to this policy will be considered on a case-by case basis and, depending on the employee's position and responsibilities with the Advisers, the request may be denied.

Please see the Outside Activities and Affiliations Request pre-approval form, located on the Code of Ethics intranet page, which must be completed by the employee and

approved by their manager and SSgA Compliance prior to accepting any personal fiduciary appointments such as administrator, executor or trustee, joining the board of an organization, or engaging in business activity outside of the Advisers. When completing their annual certification acknowledging receipt and understanding of the Code, employees will be asked to certify that they have obtained the required pre-approval for these activities.

K. FUTURES, OPTIONS, AND SPREAD BETTING

Employees are prohibited from engaging in spread betting. Employees are also prohibited from buying or selling options and futures. 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 the Code.

L. INITIAL PUBLIC OFFERINGS

Employees are prohibited from acquiring securities through an allocation by an underwriter of an initial public offering ("IPO"). An exception may be made for situations where the spouse/domestic partner of an employee is eligible to acquire shares in an IPO of his/her employer with prior written disclosure to and written approval from the local Code of Ethics Officer.

M. PRIVATE PLACEMENTS

Employees must obtain prior written approval from their local Code of Ethics Officer before participating in a Private Placement. The local Code of Ethics Officer will consult with the Committee and other appropriate parties in evaluating the request. To request prior approval, employees must provide their local Code of Ethics Officer with a completed Private Placement Request form which is available on the Code of Ethics intranet page.

If the request is approved, the employee must report the trade on the Quarterly Transaction Report and report the holding on the Annual Holdings Report (see
Section IV. F.) 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.

N. INVESTMENT CLUBS AND INVESTMENT CONTESTS

The Advisers generally prohibit employees from direct or indirect participation in an investment club or investment contest. These prohibitions extend to the direct or indirect acceptance of payment or offers of payments of compensation, gifts, prizes, or winnings as a result of participation in such activities.

O. SHORTING OF SECURITIES

Employees are prohibited from selling securities short.

P. STATE STREET STOCK

Certain employees of the Advisers are subject to the State Street Securities Trading Policy as administered by the State Street Corporate Legal Department. You must comply with this policy to the extent it applies to you.

During certain trading windows, employees may be permitted to exercise Employee Incentive Awards without being subject to the blackout rule. Employees will be notified when a trading window commences. During this period, all employees remain subject to the SSgA Inside Information Policy, as well as the Inside Information policy set forth in the State Street Standard of Conduct.

V. TRADING PROVISIONS, RESTRICTIONS, AND PROHIBITIONS APPLICABLE TO ACCESS PERSONS AND INVESTMENT PERSONNEL

A. PRE-CLEARANCE.

Access Persons and Investment Personnel must request and receive pre-clearance approval prior to effecting a personal transaction in most Covered Securities (see Appendix E). All pre-clearance requests must be made by submitting a Pre-Trade Authorization Form ("PTAF") for the amount of shares to be transacted in the Code of Ethics Compliance system, StarCompliance.

Pre-clearance approval is valid for the same business day the approval is granted. "Good-till-cancelled" orders are not permitted. Employees are required to submit a PTAF on "Limit" orders for every day the limit order is open.

Any pre-clearance request may be evaluated to determine compliance with the provisions of the Code relevant to the trade or as market conditions warrant. 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.

By seeking pre-clearance, Access Persons and Investment Personnel will be deemed to be advising the local Code of Ethics Officer or their designee(s) that they
(i) do not possess any material, non-public information relating to the security or issuer of the security; (ii) are not using knowledge of any proposed trade or investment program relating to any client portfolio for personal benefit; (iii) believe the proposed trade is available to any similarly situated market participant on the same terms; and (iv) will provide any relevant information requested by the local Code of Ethics Officer or their designee(s).

Subject to the de minimis exception, Access Persons and Investment Personnel may not trade in a Covered Security on any day that the Advisers have a pending buy or sell order in the same Covered Security on the trading desk for any fund or client account until the order is executed or withdrawn.

De Minimis Exception

Employee transactions effected pursuant to the de minimis exception permit a trade to be automatically pre-approved due to its size and 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 in a security with an aggregate amount equal to or less than US $5,000(2) (or the local country equivalent) and not more than 1% of the average daily market trading volume for the particular security within a five business day window.

Exempted Transactions

Pre-clearance is NOT required for the below list of transactions:

- Purchases or sales which are part of an Automatic Investment Plan where the investment decisions are non-discretionary after the initial selections by the account owner (although the initial selection requires pre-clearance). These include dividend reinvestment plans, transactions in Employee Stock Ownership Programs ("ESOPs) and similar services. Initiation of an Automatic Investment Plan must be disclosed to the local Code of Ethics Officer or their designee(s) in advance.

- Transactions in Covered Securities for which the Committee has determined pre-clearance is not required (please see Appendix E for a chart of Security Types and pre-clearance requirements).

- Subject to prior approval of the account from the local Code of Ethics Officer, transactions made in a Discretionary Account. Please see the Code of Ethics intranet page for the approval form and broker certification which must be supplied to the local Code of Ethics Officer.

- Transactions in educational savings plans which only allow unaffiliated open-end mutual funds, unit-investment trusts, or other registered commingled products (such as IRC 529 Plans in the U.S.).

- Involuntary purchases or sales such as mandatory tenders, broker disposition of fractional shares, debt maturities. Voluntary tenders, transactions executed as a result of a margin call, and other non-mandatory corporate actions should be pre-cleared, unless the timing of the action is outside the control of the employee.

- Securities received via a gift or inheritance.

B. SHORT-TERM TRADING.

All Access Persons and Investment Personnel are prohibited from profiting from the purchase and sale (or sale and purchase) of the same or equivalent Covered Security within sixty (60) calendar days. Profits from such trades must be disgorged (surrendered) in a manner acceptable to the Committee and the EMG. Any disgorgement amount shall be calculated by the local Code of Ethics Officer or their designee(s), the calculation of which shall be binding. This provision does not apply to:

- Transactions in securities that are not Covered Securities, transactions in ETFs

and money market funds (see Appendix E);

- Transactions executed in Employee Related Accounts that, with prior approval from the local Code of Ethics Officer, are exempt from pre-clearance; or

- Transactions effected through an Automatic Investment Plan.

VI. TRADING REQUIREMENTS APPLICABLE TO INVESTMENT PERSONNEL

A. BLACKOUT PERIOD

Subject to the de minimis exception, Investment Personnel may not buy or sell a Covered Security for their Employee Related Accounts for seven calendar days before or after a transaction in the same or equivalent security in a client portfolio.

If a Portfolio Manager receives pre-clearance authorization to trade a Covered Security in his or her Employee Related Account, and subsequently determines that it is appropriate to trade the same or equivalent security in his or her client portfolio, the Portfolio Manager must contact their local Code of Ethics Officer prior to executing any trades for his or her Employee Related Account and/or client portfolio.

VII. ADMINISTRATION AND ENFORCEMENT OF THE CODE OF ETHICS

A. APPLICABILITY OF THE CODE OF ETHICS' PROVISIONS

The EMG, or its designee(s), has the discretion to determine that the provisions of the Code of Ethics policy do not apply to a specific transaction or activity. The EMG, or its designee(s), will review applicable facts and circumstances of such situations, such as specific legal requirements, contractual obligations or financial hardship. Any employee who would like such consideration must submit a request in writing to their local Code of Ethics Officer.

B. REVIEW OF REPORTS

The local Code of Ethics Officer within the SSgA Compliance Department will regularly review and monitor the reports filed by Covered Persons. Employees and their supervisors may or may not be notified of the Compliance Department's review.

C. VIOLATIONS AND SANCTIONS

Any potential violation of the provisions of the Code or related policies will be investigated by the local Code of Ethics Officer within the SSgA Compliance Department, or, if necessary, the Committee. Violations of the Code are reported to the Committee and the EMG. If a determination is made that a violation has occurred, a sanction may be imposed. Sanctions may include, but are not limited to one or more of the following: a warning letter, fine, profit surrender, personal trading ban, suspension of employment, termination of employment, or referral to civil or criminal authorities. Material violations will be reported promptly to the respective boards of trustees/managers of the Reportable Funds or relevant committees of the boards.

D. APPEAL OF SANCTION(S)

Employees deemed to have violated the Code may appeal the determination by providing their local Code of Ethics Officer with a written explanation within 30 days of being informed of the outcome. If appropriate, the local Code of Ethics Officer will review the appeal with the EMG. The employee will be advised whether the sanction(s) will be imposed, modified, or withdrawn. Such decisions on appeals are binding. The employee may elect to be represented by counsel of his or her own choosing and expense.

E. AMENDMENTS AND COMMITTEE PROCEDURES

The Committee will adopt procedures that will include periodic review of this Code and all appendices and exhibits to the Code. The Committee may, from time to time, amend the Code and any appendices and exhibits to the Code to reflect updated business practice or changes in applicable law. The Committee shall submit material amendments to the EMG for approval. In addition, the Committee shall submit any material amendments to this Code to the respective boards of trustees/managers of the Reportable Funds, or their designee(s), for approval no later than six months after adoption of the material change.

ENTITY                                                    LOCATION
------                                              ---------------------
Managed Pension Funds, Limited                      London, England
SSgA Australia Services Ltd.                        Sydney, Australia
SSgA Funds Management, Inc.                         Boston, MA
SSgA Private Funds LLC                              Dover, DE
SSgA Investment Research Private Services           Bangalore, India
Limited
State Street Global Advisors, a division of State   Boston, MA
Street Bank And Trust Company
State Street Global Advisors (Japan) Co., Ltd       Tokyo, Japan
State Street Global Advisors AG                     Zurich, Switzerland
State Street Global Advisors Asia Limited           Hong Kong
State Street Global Advisors France, S.A.           Paris, France
State Street Global Advisors GmbH                   Munich, Germany
State Street Global Advisors Limited                London, England
State Street Global Advisors Luxembourg             Luxembourg,
Management Sarl                                     Luxembourg
State Street Global Advisors Singapore Limited      Singapore, Singapore
State Street Global Advisors, Australia, Limited    Sydney, Australia
State Street Global Advisors, Cayman                Grand Cayman,
                                                    Cayman Islands
State Street Global Advisors, Inc.                  Dover, DE
State Street Global Advisors, Mauritius             Port Louis, Mauritius
State Street Global Advisors, Ltd                   Quebec, Canada
State Street Unit Trust Management Limited          London, England
The Tuckerman Group, LLC                            Ryebrook, NY

Appendix A-1

APPENDIX B - BENEFICIAL OWNERSHIP

The Code states that the Code's provisions apply to accounts beneficially owned by the employee, as well as accounts under direct or indirect influence or control of the employee. Generally, a person is considered to be a beneficial owner of accounts or securities when the person has or shares direct or indirect pecuniary interest in the accounts or securities. Pecuniary interest means that a person has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, but is not limited to:

- Accounts and securities held by immediate family members sharing the same household; and

- Securities held in trust (certain restrictions may apply)

In addition, an employee may be considered a beneficial owner of an account or securities when the employee can exercise direct or indirect investment control.

Practical Application

- If an adult child is living with his or her parents: If the child is living in the parents' house, but does not financially support the parent, the parents' accounts and securities are not beneficially owned by the child. If the child works for the Advisers and does not financially support the parents, accounts and securities owned by the parents are not subject to the Code, with the exception of UGMA/UTMA, or similar types of accounts, which are legally owned by the child. If one or both parents work for the Advisers, and the child is supported by the parent(s), the child's accounts and securities are subject to the Code because the parent(s) is a beneficial owner of the child's accounts and securities.

- Co-habitation (domestic partnership): Accounts where the employee is a joint owner, or listed as a beneficiary, are subject to the Code. If the employee contributes to the maintenance of the household and the financial support of the partner, the partner's accounts and securities are beneficially owned by the employee and are therefore subject to the Code.

- Co-habitation (roommate): Generally, roommates are presumed to be temporary and have no beneficial interest in one another's accounts and securities.

- UGMA/UTMA and similar types of accounts: If the employee, or the employee's spouse is the custodian for a minor child, the account is beneficially owned by the employee. If someone other than the employee, or the employee's spouse, is the custodian for the employee's minor child, the account is not beneficially owned by the employee.

- Transfer On Death accounts ("TOD accounts"): TOD accounts where the employee

Appendix B-1

receives the interest of the account upon death of the account owner are not beneficially owned by the employee until the account transfer occurs (this particular account registration is not common).

- Trusts

- If the employee is the trustee for an account where the beneficiaries are not immediate family members, the position should be reviewed in light of outside business activity and generally will be subject to a case-by-case review for Code applicability.

- If the employee is a beneficiary and does not share investment control with a trustee, the employee is not a beneficial owner until the Trust assets are distributed.

- If an employee is a beneficiary and can make investment decisions without consultation with a trustee, the trust is beneficially owned by the employee.

- If the employee is a trustee and a beneficiary, the trust is beneficially owned by the employee.

- If the employee is a trustee, and a family member is beneficiary, then the account is beneficially owned by the employee.

- If the employee is a settler of a revocable trust, the trust is beneficially owned by the employee.

- If the employee's spouse/domestic partner is trustee and beneficiary, a case-by-case review will be performed to determine applicability of the Code.

- College age children: If an employee has a child in college and still claims the child as a dependent for tax purposes, the employee is a beneficial owner of the child's accounts and securities.

- Powers of Attorney: If an employee has been granted power of attorney over an account, the employee is not the beneficial owner of the account until such time as the power of attorney is activated.

Appendix B-2

APPENDIX C- REPORTING OBLIGATIONS

A. DUPLICATE STATEMENTS AND CONFIRMATIONS

Upon employment with the Advisers and for any reportable accounts opened during employment, employees must instruct their broker-dealer, trust account manager, or other entity through which they have a securities trading account, to send on a regular basis directly to their local Code of Ethics Officer, or their designee(s):

- a trade confirmation summarizing each transaction; and

- account statements (e.g. monthly, quarterly statements).

This requirement applies to all reportable accounts in which an employee has direct or indirect Beneficial Ownership. In local jurisdictions where this is not standard market practice, the employee shall be responsible for supplying the local Code of Ethics Officer with required duplicate documents.

B. INITIAL AND ANNUAL HOLDINGS REPORTS

Employees must file initial and annual holdings reports ("Holdings Reports") as follows.

1. CONTENT OF HOLDINGS REPORTS

- The title, number of shares and principal amount of each Covered Security;

- The name of any broker, dealer or bank with whom the employee maintained an account in which any Covered Securities were held for the direct or indirect benefit of the employee; and

- The date the employee submits the report.

2. TIMING OF HOLDINGS REPORTS

- Initial Report - No later than 10 calendar days after becoming an Access Person, Investment Personnel, or Non-Access Person. The information must be current as of a date no more than 45 days prior to the date the employee became an Access Person, Investment Person, or Non-Access Person.

- Annual Report - Annually, and the information must be current as of a date no more than 45 days prior to the date the report is submitted.

3. EXCEPTIONS FROM HOLDINGS REPORT REQUIREMENTS

No holdings report is necessary:

Appendix C-1

- For holdings in securities that are not Covered Securities; or

- For securities held in accounts over which the employee had no direct or indirect influence or control.

C. QUARTERLY TRANSACTION REPORTS

Employees must file a quarterly transaction report ("Transactions Report") with respect to:

- any transaction during the calendar quarter in a Covered Security in which the employee had any direct or indirect beneficial ownership: and

- any account established by the employee during the quarter in which any securities were held during the quarter for the direct or indirect benefit of the employee.

1. CONTENT OF TRANSACTIONS REPORT

A. FOR TRANSACTIONS IN COVERED SECURITIES

- 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 Covered Security involved;

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

- The price of the Covered Security at which the transaction was effected;

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

- The date the report was submitted by the employee.

B. FOR NEWLY ESTABLISHED ACCOUNTS HOLDING ANY SECURITIES

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

- The date the account was established; and

- The date the report was submitted by the employee.

2. TIMING OF TRANSACTIONS REPORT

Appendix C-2

No later than 30 days after the end of the calendar quarter.

3. EXCEPTION FROM TRANSACTIONS REPORT REQUIREMENTS

No Transactions Report is necessary:

- For transactions in securities that are not Covered Securities;

- With respect to securities held in accounts over which the Access Person had no direct or indirect influence or control; or

- With respect to transactions effected pursuant to an Automatic Investment Plan.

Appendix C-3

APPENDIX D- SPECIFIC COUNTRY REQUIREMENTS (FOR EMPLOYEES LOCATED IN OFFICES OUTSIDE OF THE U.S.)

UNITED KINGDOM

The UK Financial Services Authority rules on personal account dealing are contained in the FSA Conduct of Business Rules Sourcebook ("COBS").

Under COBS, any of the Advisers based in the UK must take reasonable steps to ensure that any investment activities conducted by employees do not conflict with the Adviser's duties to its customers. In ensuring this is, and continues to be, the case, the Advisers must ensure they have in place processes and procedures which enable them to identify and record any employee transactions and permission to continue with any transaction is only given where the requirements of COBS are met.

                                                                       TRANSACTIONS
                                                                       AND HOLDINGS
                                         COVERED     PRE-CLEARANCE      REPORTING
SECURITY TYPE                           SECURITY?     REQUIRED?         REQUIRED?
-------------                           ---------   --------------   ---------------
Equity securities (publicly traded)     Yes         Yes              Yes

REITs (publicly traded real estate      Yes         Yes              Yes
investment trusts)

State Street stock ("STT")              Yes         Yes              Yes

Open-end mutual funds, UCITs,           No          No               No
SICAVs, unlisted managed
investment schemes NOT advised or
sub-advised by SSgA

Open-end mutual funds advised and       Yes         Yes              Yes
sub-advised by SSgA (except SSgA
Money Market Funds)

ETFs NOT advised or sub-advised by      Yes         No               Yes
SSgA

ETFs advised by or sub-advised by       Yes         No               Yes
SSgA

ETNs                                    Yes         No               Yes

All closed-end mutual funds (also       Yes         Yes              Yes
known as investment trusts in UK
and listed investment companies in
Australia)

High Yield Bond securities              Yes         Yes              Yes

Corporate Bond securities               Yes         Yes              Yes

Municipal Bond securities               Yes         Yes              Yes

US Treasury securities and other        No          No               No
direct obligations backed by the full
faith and credit of the US
Government or other sovereign
government or supra-national
agencies

US Agency securities, such as           Yes         Yes              Yes
FHLMC and FNMA, and other debt
obligations not backed by the full
faith and credit of the US
Government or other sovereign
government or supra-national
agencies

High quality short-term debt            No          No               No
instruments, cash, bankers
acceptances, certificates of deposit
("CDs"), commercial paper,
repurchase agreements.

Transactions in Employer Stock          Yes         The initial      Yes, where
Ownership Programs ("ESOPs")                        selection and    employee has
and automatic investments in                        any change in    a direct or
programs where the investment                       selection must   indirect
decisions are non-discretionary                     be pre-cleared.  Beneficial
after the initial selections by the                                  Ownership
account owner.                                                       interest in any
                                                                     Covered
                                                                     Securities
                                                                     held by the
                                                                     plan.

Hedge Funds and other Private           Yes         Yes* - You       Yes
Placements                                          must submit a
                                                    completed
                                                    Private
                                                    Placement
                                                    Request Form
                                                    to Compliance
                                                    for approval
                                                    BEFORE
                                                    participating
                                                    and before
                                                    entering a
                                                    PTAF to either
                                                    buy or sell.

Variable and fixed insurance            No          No               No
products

Educational Savings Plans (such as      No          No               No
IRC Section 529 plans)

Voluntary rights, warrants or tender    Yes         Yes              Yes
offers

Company Stock Options received          Yes         Yes              Yes
from a former employer

Options                                 Not         n/a              n/a
                                        permitted
                                        under the
                                        Code.

Futures                                 Not         n/a              n/a
                                        permitted
                                        under the
                                        Code.

Appendix E-2